Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________________________

FORM 10-Q

______________________________________________________

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-54382

______________________________________________________

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

______________________________________________________

Maryland		26-3842535
(State or Other Jurisdiction of<br>Incorporation or Organization)		(I.R.S. Employer<br>Identification No.)
11766 Wilshire Blvd., Suite 1670
Los Angeles,	California	90025
(Address of Principal Executive Offices)		(Zip Code)

(424) 208-8100

(Registrant’s Telephone Number, Including Area Code)

______________________________________________________________________

Securities registered pursuant to Section 12(b) for the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredNoneN/AN/A

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 9, 2023, there were 103,610,544 outstanding shares of common stock of Pacific Oak Strategic Opportunity REIT, Inc.

Table of Contents

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

FORM 10-Q

June 30, 2023

INDEX

PART I.	FINANCIAL INFORMATION		2
	Item 1.	Financial Statements	2
		Consolidated Balance Sheets as ofJune 30, 2023(unaudited) andDecember 31, 2022	2
		Consolidated Statements of Operations (unaudited) for the Three andSixMonths EndedJune 30, 2023and2022	3
		Consolidated Statements of Equity (unaudited) for the Three andSixMonths EndedJune 30, 2023and2022	4
		Consolidated Statements of Cash Flows (unaudited) for theSixMonths EndedJune 30, 2023and2022	6
		Condensed Notes to Consolidated Financial Statements as ofJune 30, 2023(unaudited)	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
	Item 4.	Controls and Procedures	39
PART II.	OTHER INFORMATION		40
	Item 1.	Legal Proceedings	40
	Item 1A.	Risk Factors	40
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
	Item 3.	Defaults upon Senior Securities	43
	Item 4.	Mine Safety Disclosures	43
	Item 5.	Other Information	43
	Item 6.	Exhibits	43
SIGNATURES			45

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share amounts)

	June 30, 2023		December 31, 2022
	(unaudited)
Assets
Real estate held for investment, net	$	1,162,118	$	1,216,898
Real estate held for sale, net	—		2,506
Real estate equity securities	30,474		60,153
Total real estate and real estate-related investments, net	1,192,592		1,279,557
Cash and cash equivalents	69,521		97,931
Restricted cash	45,984		61,113
Investments in unconsolidated entities	52,509		70,842
Rents and other receivables, net	23,323		21,518
Prepaid expenses and other assets	25,211		22,848
Goodwill	5,436		5,436
Total assets	$	1,414,576	$	1,559,245
Liabilities and equity
Notes and bonds payable, net	$	975,842	$	1,044,709
Accounts payable and accrued liabilities	22,203		25,231
Due to affiliates	6,683		2,799
Other liabilities	71,386		66,967
Redeemable common stock payable	1,426		2,638
Restricted stock payable	508		508
Total liabilities	1,078,048		1,142,852
Commitments and contingencies (Note 10)
Equity
Pacific Oak Strategic Opportunity REIT, Inc. stockholders’ equity
Preferred stock, $.01 par value; 10,000,000 shares authorized, no shares issued and outstanding	—		—
Common stock, $.01 par value; 1,000,000,000 shares authorized, 103,626,096 and 103,932,083 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	1,036		1,039
Additional paid-in capital	905,046		907,044
Cumulative distributions and net loss	(572,838)		(495,782)
Total Pacific Oak Strategic Opportunity REIT, Inc. stockholders’ equity	333,244		412,301
Noncontrolling interests	3,284		4,092
Total equity	336,528		416,393
Total liabilities and equity	$	1,414,576	$	1,559,245

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(in thousands, except per share amounts)

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenues:
Rental income	$	32,152	$	28,979	$	64,229	$	58,360
Hotel revenues	2,565		12,854		5,478		18,771
Other operating income	1,066		887		2,204		1,728
Dividend income from real estate equity securities	113		819		2,110		3,206
Total revenues	35,896		43,539		74,021		82,065
Expenses:
Operating, maintenance, and management	11,107		10,342		22,275		20,218
Real estate taxes and insurance	5,843		5,079		12,260		10,103
Hotel expenses	1,984		6,998		3,945		12,109
Asset management fees to affiliates	3,710		3,189		7,684		6,315
General and administrative expenses	3,222		2,983		6,220		5,977
Foreign currency transaction loss (gain), net	6,272		(23,833)		3,553		(31,098)
Depreciation and amortization	12,110		14,098		24,158		26,662
Interest expense	15,788		10,780		31,819		20,343
Impairment charges on real estate and related intangibles	18,926		—		36,589		—
Total expenses	78,962		29,636		148,503		70,629
Other (loss) income:
Loss from unconsolidated entities, net	(14,630)		(2,075)		(16,962)		(2,754)
Other interest income	1,012		48		1,216		94
Loss on real estate equity securities, net	(4,089)		(20,070)		(16,122)		(27,591)
Gain (loss) on sale of real estate	3,292		(175)		32,761		3,348
Gain on extinguishment of debt	—		—		—		2,367
Total other (loss) income, net	(14,415)		(22,272)		893		(24,536)
Net loss before income taxes	(57,481)		(8,369)		(73,589)		(13,100)
Income tax provision	—		—		(3,662)		—
Net loss	(57,481)		(8,369)		(77,251)		(13,100)
Net loss (income) loss attributable to noncontrolling interests	6		(156)		195		(38)
Net loss attributable to redeemable noncontrolling interest	—		34		—		81
Preferred stock dividends	—		(528)		—		(718)
Net loss attributable to common stockholders	$	(57,475)	$	(9,019)	$	(77,056)	$	(13,775)
Net loss per common share, basic and diluted	$	(0.55)	$	(0.09)	$	(0.74)	$	(0.13)
Weighted-average number of common shares outstanding, basic and diluted	103,737,734		104,422,035		103,804,676		102,929,284

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF EQUITY

For the Three Months Ended June 30, 2023 and 2022

(unaudited)

(in thousands, except share amounts)

	Common Stock			Additional<br>Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares	Amounts
Balance, March 31, 2023	103,788,298	$	1,038	$	907,045	$	(515,363)	$	392,720	$	3,903	$	396,623
Net loss	—	—		—		(57,475)		(57,475)		(6)		(57,481)
Transfers to redeemable common stock, net	—	—		(297)		—		(297)		—		(297)
Redemptions of common stock	(162,202)	(2)		(1,702)		—		(1,704)		—		(1,704)
Noncontrolling interests distribution	—	—		—		—		—		(613)		(613)
Balance, June 30, 2023	103,626,096	$	1,036	$	905,046	$	(572,838)	$	333,244	$	3,284	$	336,528
	Common Stock			Additional<br>Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares	Amounts
Balance, March 31, 2022	104,496,165	$	1,045	$	914,460	$	(453,770)	$	461,735	$	10,251	$	471,986
Net (loss) income	—	—		—		(9,019)		(9,019)		156		(8,863)
Transfers from redeemable common stock	—	—		1,685		—		1,685		—		1,685
Redemptions of common stock	(177,171)	(2)		(1,683)		—		(1,685)		—		(1,685)
Adjustment to value of redeemable noncontrolling interest	—	—		—		(1,716)		(1,716)		—		(1,716)
Stock distribution issued	98	—		1		(1)		—		—		—
Noncontrolling interests distribution	—	—		—		—		—		(34)		(34)
Balance, June 30, 2022	104,319,092	$	1,043	$	914,463	$	(464,506)	$	451,000	$	10,373	$	461,373

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF EQUITY (CONTINUED)

For the Six Months Ended June 30, 2023 and 2022

(unaudited)

(in thousands, except share amounts)

	Common Stock			Additional<br>Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares	Amounts
Balance, December 31, 2022	103,932,083	$	1,039	$	907,044	$	(495,782)	$	412,301	$	4,092	$	416,393
Net loss	—	—		—		(77,056)		(77,056)		(195)		(77,251)
Transfers to redeemable common stock, net	—	—		1,213		—		1,213		—		1,213
Redemptions of common stock	(305,987)	(3)		(3,211)		—		(3,214)		—		(3,214)
Noncontrolling interests distribution	—	—		—		—		—		(613)		(613)
Balance, June 30, 2023	103,626,096	$	1,036	$	905,046	$	(572,838)	$	333,244	$	3,284	$	336,528
	Common Stock			Additional<br>Paid-in Capital		Cumulative Distributions and Net Loss		Total Stockholders' Equity		Noncontrolling Interests		Total Equity
	Shares	Amounts
Balance, December 31, 2021	94,141,251	$	941	$	818,440	$	(347,691)	$	471,690	$	10,369	$	482,059
Net loss	—	—		—		(13,775)		(13,775)		38		(13,737)
Transfers to redeemable common stock	—	—		(695)		—		(695)		—		(695)
Redemptions of common stock	(242,336)	(2)		(2,272)		—		(2,274)		—		(2,274)
Adjustment to value of redeemable noncontrolling interest	—	—		—		(3,946)		(3,946)		—		(3,946)
Stock distribution issued	10,420,177	104		98,990		(99,094)		—		—		—
Noncontrolling interests contributions	—	—		—		—		—		(34)		(34)
Balance, June 30, 2022	104,319,092	$	1,043	$	914,463	$	(464,506)	$	451,000	$	10,373	$	461,373

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2023		2022
Cash Flows from Operating Activities:
Net loss	$	(77,251)	$	(13,100)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Impairment charges on real estate and related intangibles	36,589		—
Loss from unconsolidated entities, net	16,962		2,754
Depreciation and amortization	24,158		26,662
Loss on real estate equity securities, net	16,122		27,591
Gain on sale of real estate	(32,761)		(3,348)
Unrealized gain on interest rate caps	(328)		(270)
Deferred rent	(1,508)		(1,427)
Gain on extinguishment of debt	—		(2,367)
Amortization of above- and below-market leases, net	(151)		(508)
Amortization of deferred financing costs and debt discount and premium, net	4,567		3,844
Foreign currency transaction loss (gain), net	3,553		(31,098)
Changes in assets and liabilities:
Rents and other receivables, net	(409)		(175)
Prepaid expenses and other assets	(3,120)		(1,150)
Accounts payable and accrued liabilities	(3,068)		502
Due to affiliates	3,884		3,753
Other liabilities	3,355		668
Net cash (used in) provided by operating activities	(9,406)		12,331
Cash Flows from Investing Activities:
Improvements to real estate	(10,349)		(10,110)
Proceed from sales of real estate, net	40,795		357
Contribution to unconsolidated entity	—		(22,500)
Distribution of capital from unconsolidated entity	1,144		569
Purchase of interest rate caps	(347)		(506)
Advance to affiliate	—		(1,201)
Purchase of foreign currency derivatives	(67,140)		—
Proceeds from disposition of foreign currency derivatives	49,176		—
Proceeds from advances due from affiliates	—		6,448
Proceeds from the sale of real estate equity securities	13,557		—
Escrow deposit for future real estate sale	—		17,000
Proceeds for development obligations	1,855		—
Funding for development obligations	(1,421)		(4,025)
Net cash provided by (used in) investing activities	27,270		(13,968)
Cash Flows from Financing Activities:
Proceeds from notes payable	980		145,104
Principal payments on notes payable	(56,922)		(61,613)
Payments of deferred financing costs	(409)		(2,829)
Payments to redeem common stock	(3,214)		(2,274)
Distributions paid	—		(11,016)
Preferred dividends paid	—		(718)
Noncontrolling interests distribution	(613)		(34)
Net cash (used in) provided by financing activities	(60,178)		66,620
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,225)		(3,619)
Net (decrease) increase in cash, cash equivalents and restricted cash	(43,539)		61,364
Cash, cash equivalents and restricted cash, beginning of period	159,044		105,431
Cash, cash equivalents and restricted cash, end of period	$	115,505	$	166,795

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(unaudited)

(in thousands)

	Six Months Ended June 30,
	2023	2022
Supplemental Disclosure of Cash Flow Information:
Interest paid, net of capitalized interest of $1,743 and $1,026 for the six months ended June 30, 2023 and 2022, respectively	27,379	15,446
Supplemental Disclosure of Significant Noncash Transaction:
Accrued improvements to real estate	1,915	3,262
Redeemable common stock payable	1,426	1,379
Distributions paid to common stockholders through common stock issuances	—	99,094
PPP notes forgiveness	—	2,367

See accompanying condensed notes to consolidated financial statements.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(unaudited)

1.ORGANIZATION

Pacific Oak Strategic Opportunity REIT, Inc. (the “Company”) was formed on October 8, 2008 as a Maryland corporation and elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2010. The Company conducts its business primarily through Pacific Oak SOR (BVI) Holdings, Ltd. (“Pacific Oak SOR BVI”), a private company limited by shares according to the British Virgin Islands Business Companies Act, 2004, which was incorporated on December 18, 2015 and is authorized to issue a maximum of 50,000 common shares with no par value. Upon incorporation, Pacific Oak SOR BVI issued one certificate containing 10,000 common shares with no par value to Pacific Oak Strategic Opportunity Limited Partnership (the “Operating Partnership”), a Delaware limited partnership formed on December 10, 2008. The Company is the sole general partner of, and owns a 0.1% partnership interest in, the Operating Partnership. Pacific Oak Strategic Opportunity Holdings LLC (“REIT Holdings”), a Delaware limited liability company formed on December 9, 2008, owns the remaining 99.9% interest in the Operating Partnership and is its sole limited partner. The Company is the sole member and manager of REIT Holdings.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

There have been no significant changes to the Company’s accounting policies since it filed its audited financial statements in its Annual Report on Form 10-K for the year ended December 31, 2022. For further information about the Company’s accounting policies, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”).

Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements and condensed notes thereto have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information as contained within the Financial Accounting Standards Board Accounting Standards Codification (“ASC”) and the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the unaudited consolidated financial statements do not include all of the information and footnotes required by GAAP for audited financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

The consolidated financial statements include the accounts of the Company, REIT Holdings, the Operating Partnership, Pacific Oak SOR BVI and their direct and indirect wholly owned subsidiaries, and joint ventures in which the Company has a controlling interest and VIEs in which the Company is the primary beneficiary. All significant intercompany balances and transactions are eliminated in consolidation.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

Liquidity

The Company generally finances its real estate investments using notes payable that are typically structured as non-recourse secured mortgages with maturities of approximately three to five years, with short term extension options available upon the Company meeting certain debt covenants. Each reporting period management evaluates the Company’s ability to continue as a going concern by evaluating conditions and events, including assessing the liquidity needs to satisfy upcoming debt obligations and the ability to satisfy debt covenant requirements. Through the normal course of operations, as of July 1, 2023, the Company has $460.1 million of debt obligations scheduled to mature within 12 months of that date. In order to satisfy obligations as they mature, management will evaluate its options and may seek to utilize extension options available in the respective loan agreements, may make partial loan paydowns to meet debt covenant requirements, may seek to refinance certain debt instruments, may sell real estate equity securities to convert to cash to make principal payments, may market one or more properties for sale or may negotiate a turnover of one or more secured properties back to the related mortgage lender and remit payment for any associated loan guarantee. Historically, the Company has successfully refinanced debt instruments or utilized extension options in order to satisfy debt obligations as they come due and has not negotiated a turnover of a secured property back to a lender, though the Company may utilize such option if necessary. Based upon these plans, management believes it will have sufficient liquidity to satisfy its obligations as they come due and to continue as a going concern. There can be no assurance as to the certainty or timing of any of management’s plans. Refer to Note 5 for further discussion.

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could materially differ from those estimates.

Segments

The Company operates in three reportable business segments: opportunistic real estate and real estate-related investments, residential homes, and hotel, which is how the Company’s management manages the business. In general, the Company intends to hold its investments in opportunistic real estate and real estate-related assets for capital appreciation. Traditional performance metrics of opportunistic real estate and real estate-related assets may not be meaningful as these investments are generally non-stabilized and do not provide a consistent stream of interest income or rental revenue. These investments exhibit similar long-term financial performance and have similar economic characteristics. These investments typically involve a higher degree of risk and do not provide a constant stream of ongoing cash flows. As a result, the Company’s management views opportunistic real estate and real estate-related assets as similar investments and aggregates them into one reportable business segment. The Company owned residential homes in 18 markets, which are all aggregated into one reportable business segment due to the homes being stabilized, having high occupancy rates and having similar economic characteristics. Additionally, as of June 30, 2023 the Company owned one hotel, which is a separate reportable business segment due to the nature of the hotel business with short-term stays.

Square Footage, Occupancy and Other Measures

Any references to square footage, acreage, occupancy or annualized base rent are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the United States Public Company Accounting Oversight Board.

Recently Issued Accounting Standards Updates

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three and six months ended June 30, 2023 that are of significance or potential significance to the Company.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

3. REAL ESTATE HELD FOR INVESTMENT

As of June 30, 2023, the Company owned eight office properties, one office portfolio consisting of two office buildings and 25 acres of undeveloped land, encompassing, in the aggregate, approximately 3.2 million rentable square feet and these properties were 69% occupied. In addition, the Company owned one residential home portfolio consisting of 2,453 residential homes and encompassing approximately 3.5 million rental square feet and two apartment properties, containing 609 units and encompassing approximately 0.5 million rentable square feet, which were 95% and 93% occupied, respectively. The Company also owned one hotel property with 196 rooms, two investments in undeveloped land with approximately 671 developable acres and one office/retail development property. The following table summarizes the Company’s real estate held for investment as of June 30, 2023 and December 31, 2022, respectively (in thousands):

	June 30, 2023		December 31, 2022
Land	$	258,570	$	267,634
Buildings and improvements	1,035,684		1,062,822
Tenant origination and absorption costs	20,937		27,996
Total real estate, cost	1,315,191		1,358,452
Accumulated depreciation and amortization	(153,073)		(141,554)
Total real estate held for investment, net	$	1,162,118	$	1,216,898

Operating Leases

Certain of the Company’s real estate properties are leased to tenants under operating leases for which the terms and expirations vary. As of June 30, 2023, the leases, excluding options to extend, apartment leases and residential home leases, which have terms that are generally one year or less, had remaining terms of up to 12.1 years with a weighted-average remaining term of 3.7 years. Some of the leases have provisions to extend the lease agreements, options for early termination after paying a specified penalty and other terms and conditions as negotiated. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. Generally, upon the execution of a lease, the Company requires a security deposit from tenants in the form of a cash deposit and/or a letter of credit. The amount required as a security deposit varies depending upon the terms of the respective leases and the creditworthiness of the tenant, but generally are not significant amounts. Therefore, exposure to credit risk exists to the extent that a receivable from a tenant exceeds the amount of its security deposit. Security deposits received in cash and assumed in real estate acquisitions related to tenant leases are included in other liabilities in the accompanying consolidated balance sheets totaled $5.5 million and $6.5 million as of June 30, 2023 and December 31, 2022, respectively.

During the three and six months ended June 30, 2023, the Company recognized deferred rent from tenants of $0.7 million and $1.5 million, net of lease incentive amortization, respectively. As of June 30, 2023 and December 31, 2022, the cumulative deferred rent receivable balance, including unamortized lease incentive receivables, was $20.2 million and $18.3 million, respectively, and is included in rents and other receivables on the accompanying consolidated balance sheets. The cumulative deferred rent balance included $2.9 million and $2.8 million of unamortized lease incentives as of June 30, 2023 and December 31, 2022, respectively.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

As of June 30, 2023, the future minimum rental income from the Company’s properties, excluding apartment and residential leases which generally have initial terms of 12 months or less, under non-cancelable operating leases was as follows (in thousands):

July 1, 2023 through December 31, 2023	$	31,253
2024	58,854
2025	48,673
2026	34,938
2027	26,894
Thereafter	60,377
	$	260,989

As of June 30, 2023, the Company’s commercial real estate properties were leased to approximately 300 tenants over a diverse range of industries and geographic areas. The Company’s highest tenant industry concentrations (greater than 10% of annualized base rent) were as follows:

Industry	Number of Tenants	Annualized Base Rent (1)<br><br>(in thousands)		Percentage of <br>Annualized Base Rent
Public Administration	15	$	7,221	11.6	%
Professional, Scientific, and Technical Services	38	7,133		11.5	%
Computer Systems Design and Related Services	29	6,865		11.1	%
		$	21,219	34.2	%

_____________________

(1) Annualized base rent represents annualized contractual base rental income as of June 30, 2023, adjusted to straight-line any contractual tenant concessions (including free rent), rent increases and rent decreases from the lease’s inception through the balance of the lease term.

Geographic Concentration Risk

As of June 30, 2023, the Company’s real estate investments in California and Georgia represented 20.4% and 10.8%, respectively, of the Company’s total assets. As a result, the geographic concentration of the Company’s portfolio makes it particularly susceptible to adverse economic developments in the California and Georgia real estate markets. Any adverse economic or real estate developments in these markets, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, changing demographics and other factors, or any decrease in demand for office space resulting from the local business climate, could adversely affect the Company’s operating results and its ability to make distributions to stockholders.

Hotel Properties

The following table provides detailed information regarding the Company’s hotel revenues for its hotel property (the Springmaid Beach Resort was sold on September 1, 2022) during the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Hotel revenues:
Room	$	2,240	$	9,905	$	4,805	$	14,200
Food, beverage and convention services	214		309		445		589
Campground	—		1,603		—		2,395
Other	111		1,037		228		1,587
Hotel revenues	$	2,565	$	12,854	$	5,478	$	18,771

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

Contract Liabilities

The following table summarizes the Company’s contract liabilities, which are comprised of hotel advanced deposits and deferred proceeds received from the buyers of the Park Highlands land sales (referenced below) and another developer for the value of land that was contributed to a master association that is consolidated by the Company, which are included in other liabilities in the accompanying consolidated balance sheets, as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
Contract liabilities	$	27,137	$	23,904
Revenue recognized in the period from:
Amounts included in contract liabilities at the beginning of the period	$	1,547	$	9,215

Real Estate Sale

In May 2023, the Company sold a vacant building within the Madison Square property in Phoenix, Arizona (“Madison Square School”) for proceeds of $6.4 million, before closing costs and credits. The Company recognized a gain on sale of $3.3 million related to the disposition of the Madison Square School, net of closing costs and adjustments. The purchaser is not affiliated with the Company nor the Advisor. As a result of the sale of the Madison Square School, certain assets were reclassified to held for sale on the consolidated balance sheets as of December 31, 2022. As of June 30, 2023, the Madison Square property had three office buildings remaining.

In February 2023, the Company sold approximately 71 developable acres of undeveloped land in North Las Vegas, Nevada (“Park Highlands”) for proceeds of $34.5 million, net of closing costs and credits of $1.9 million for future development obligations. The Company recognized a pre-tax gain on sale of real estate of $29.5 million related to the disposition within the consolidated statements of operations. The purchaser is not affiliated with the Company nor the Advisor.

In addition, the land parcels were held and sold through one of the Company’s taxable REIT subsidiaries (“TRS”) for certain tax planning purposes and to ensure preservation of the Company’s REIT status. For purposes of the determination of U.S. federal and state income taxes, the Company’s TRS record current or deferred income taxes based on differences (both permanent and timing) between the determination of their taxable income and net income under GAAP. In connection with the Park Highlands sales, the Company recorded an income tax provision of $3.7 million at the TRS level. There were no state taxes related to this disposition. The U.S. federal statutory and effective income tax rate for the transaction’s taxable gain is 21%.

Impairment of Real Estate

The evolving office rental business environment and slowdown in economic growth due to rising interest rates led the Company to reassess its real estate and related intangibles. During the three and six months ended June 30, 2023, the Company recorded impairment charges on real estate and related intangibles in the amounts of $18.9 million and $36.6 million, respectively, to write down the carrying value of two strategic opportunistic properties to their estimated fair values due to increases in the discount and cap rate assumptions and decreases in projected cash flows. There were no impairment charges during the three and six months ended June 30, 2022.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

4. REAL ESTATE EQUITY SECURITIES

The following summarizes the portion of loss for the period related to real estate equity securities held during the three and six months ended June 30, 2023 and 2022 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Loss on real estate equity securities, net	$	(4,089)	$	(20,070)	$	(16,122)	$	(27,591)
Less net gain recognized during the period on real estate equity securities sold during the period	5,809		—		5,809		—
Unrealized loss recognized during the reporting period on real estate equity securities held at the end of the period	$	(9,898)	$	(20,070)	$	(21,931)	$	(27,591)

5. NOTES AND BONDS PAYABLE

As of June 30, 2023 and December 31, 2022, the Company’s notes and bonds payable consisted of the following (dollars in thousands):

	Book Value as of<br><br>June 30, 2023		Book Value as of<br><br>December 31, 2022		Contractual Interest Rate as of<br><br>June 30, 2023	Effective Interest Rate at<br><br>June 30, 2023 (1)	Payment Type (2)	Maturity Date (3)
Richardson Portfolio Mortgage Loan	$	18,675	$	18,844	SOFR + 2.50%	7.57%	Principal & Interest	11/01/2023
Park Centre Mortgage Loan	26,072		26,233		BSBY + 4.75%	9.92%	Principal & Interest	06/27/2023 (4)
1180 Raymond Mortgage Loan (5)	31,070		31,070		BSBY + 2.25%	7.42%	Interest Only	12/01/2023
Pacific Oak SOR BVI Series B<br><br>Debentures (6)	314,130		331,213		3.93%	3.93%	(6)	01/31/2026
Crown Pointe Mortgage Loan	54,738		53,758		SOFR + 2.30%	7.37%	Interest Only	04/01/2025
The Marq Mortgage Loan	60,460		60,796		BSBY + 4.55%	9.72%	Principal & Interest	06/06/2023 (4)
Eight & Nine Corporate Centre Mortgage Loan (7)	—		47,945		(7)	(7)	(7)	(7)
Georgia 400 Center Mortgage Loan	40,432		44,129		SOFR + 1.55%	6.62%	Interest Only	05/22/2024
PORT Mortgage Loan 1	51,304		51,302		4.74%	4.74%	Interest Only	10/01/2025
PORT Mortgage Loan 2	10,523		10,523		4.72%	4.72%	Interest Only	03/01/2026
PORT MetLife Loan	60,000		60,000		3.90%	3.90%	Interest Only	04/10/2026
PORT II Metlife Loan (8)	93,701		93,701		3.99%	3.99%	Interest Only	04/10/2026
Q&C Hotel Mortgage Loan	24,671		24,784		SOFR + 3.50%	8.57%	Principal & Interest	01/31/2024
Lincoln Court Mortgage Loan (5)	35,314		35,314		SOFR + 3.25%	8.32%	Interest Only	08/07/2025
Lofts at NoHo Commons Mortgage Loan	71,536		71,536		SOFR + 2.18% (9)	7.25%	Interest Only	09/09/2023
Oakland City Center Mortgage Loan (5)	82,500		87,000		BSBY + 3.00%	8.17%	Principal & Interest	09/01/2023
Madison Square Mortgage Loan	17,961		17,964		4.63%	4.63%	Interest Only	10/07/2024
Total Notes and Bonds Payable principal outstanding	993,087		1,066,112
Deferred financing costs and debt discount and premium, net (10)	(17,245)		(21,403)
Total Notes and Bonds Payable, net	975,842		1,044,709

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

_____________________

(1) Contractual interest rate represents the interest rate in effect under the loan as of June 30, 2023. The interest rate is calculated as the actual interest rate in effect as of June 30, 2023 (consisting of the contractual interest rate and contractual floor rates), using interest rate indices at June 30, 2023, where applicable.

(2) Represents the payment type required under the loan as of June 30, 2023. Certain future monthly payments due under this loan also include amortizing principal payments. For more information of the Company’s contractual obligations under its notes and bonds payable, see five-year maturity table below.

(3) Represents the initial maturity date or the maturity date as extended as of June 30, 2023; subject to certain conditions, the maturity dates of certain loans may be extended beyond the date shown.

(4) As filing date of this Quarterly Report on Form 10-Q, the Company was in refinancing negotiations with the lender for loans that have matured, see below for further discussion.

(5) The Company’s notes and bonds payable are generally non-recourse. These mortgage loans have guarantees over certain balances whereby the Company would be required to make guaranteed payments in the event that the Company turned the property over to the lender. The guarantees are typically 25% of the outstanding loan balance. As of June 30, 2023, the guaranteed amount in the aggregate was $37.2 million.

(6) See “Israeli Bond Financing” below.

(7) This loan was paid off during the six months ended June 30, 2023.

(8) As of June 30, 2023, $93.7 million had been disbursed to the Company and up to $6.3 million was available for future disbursements, subject to certain terms and conditions contained in the loan documents.

(9) The variable rate is at the higher of one-month SOFR or 1.75%, plus 2.18%.

(10) Represents the unamortized premium/discount on notes and bonds payable due to the above- and below-market interest rates when the debt was assumed. The discount/premium is amortized over the remaining life of the notes and bonds payable.

During the three and six months ended June 30, 2023, the Company incurred $15.8 million and $31.8 million, respectively, of interest expense. Included in interest expense during the three and six months ended June 30, 2023 was $1.1 million and $2.4 million, respectively, deferred financing costs and debt discount and premium, net. Included in interest expense for the three and six months ended June 30, 2023 was $1.1 million and $2.2 million, respectively, of amortization on discount on notes and bonds payable, net. Additionally, during the three and six months ended June 30, 2023, the Company capitalized $0.9 million and $1.7 million, respectively, of interest related to its investments in undeveloped land.

During the three and six months ended June 30, 2022, the Company incurred $10.8 million and $20.3 million, respectively, of interest expense. Included in interest expense for the three and six months ended June 30, 2022 was $0.8 million and $1.6 million, respectively, of amortization of deferred financing costs. Included in interest expense for the three and six months ended June 30, 2022 was $1.2 million and $2.3 million, respectively, of amortization on discount on notes and bonds payable, net. Additionally, during the three and six months ended June 30, 2022, the Company capitalized $0.5 million and $1.0 million, respectively, of interest related to its investments in undeveloped land.

As of June 30, 2023 and December 31, 2022, the Company’s interest payable was $9.3 million and $9.1 million, respectively.

The following is a schedule of maturities, including principal amortization payments, for all notes and bonds payable outstanding as of June 30, 2023 (in thousands):

July 1, 2023 through December 31, 2023	$	264,241
2024	213,847
2025	246,066
2026	268,933
2027	—
Thereafter	—
	$	993,087

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

The Company has extension options with respect to $70.3 million of the debt obligations outstanding that are scheduled to mature over the next 12 months; however, the Company cannot exercise these options if not then in compliance with certain financial covenants in the loans without making a cash payment and there is no assurance that the Company will be able to meet these requirements. All the Company’s debt obligations are generally non-recourse, subject to certain limited guaranty payments, as outlined in the table above, except for the Company’s Series B Debentures. The Company plans to utilize available extension options or refinance the notes payable. The Company may also choose to market the properties for sale or may negotiate a turnover of the secured properties back to the related mortgage lender.

The Company’s notes payable contains financial debt covenants, including minimum equity requirements and liquidity ratios. As of June 30, 2023, the Company was in compliance with all of these debt covenants with the exception that the Park Centre Mortgage Loan, Lofts at NoHo Commons Mortgage Loan, Richardson Portfolio Mortgage Loan, and Lincoln Court Mortgage Loan were not in compliance with the debt service coverage requirement. As a result of such non-compliance, the Company is required to provide a cash sweep for the Lincoln Court Mortgage Loan, and the remaining loans are at-risk of cash sweeps and/or principal pay downs if in consecutive non-compliance.

The Company is in discussion with the lender regarding refinancing loans that have matured. As of the filing date of this Quarterly Report on Form 10-Q, the Company did not fulfill the obligation to repay $86.5 million, the outstanding principal amount, of the two mortgage loans by the maturity dates, resulting in the accrual of penalty interest. The two mortgage loans are non-recourse to the Company. There are several potential outcomes, including negotiating a modification to the loans, refinancing the loans, or consensual short sales. However, there is no assurance that the Company will be successful in achieving any of these potential outcomes. If unsuccessful, the lenders would retain their right to exercise the remedies under the loans including, but not limited to, declaring the debt to be immediately payable and foreclosing on the assets.

Israeli Bond Financing

On February 16, 2020, Pacific Oak SOR BVI issued 254.1 million Israeli new Shekels (approximately $74.1 million as of February 16, 2020) of Series B debentures (the “Series B Debentures”) to Israeli investors pursuant to a public offering registered with the Israel Securities Authority. The Series B Debentures bear interest at the rate of 3.93% per year. The Series B Debentures have principal installment payments equal to 33.33% of the face amount of the Series B Debentures on January 31st of each year from 2024 to 2026. Pacific Oak SOR BVI issued additional Series B Debentures subsequent to the initial issuance and as of June 30, 2023, 1.2 billion Israeli new Shekels (approximately $314.1 million as of June 30, 2023) were outstanding. The additional Series B Debentures have an equal level of security, pari passu, amongst themselves and between them and the initial Series B Debentures without any right of precedence or preference between any of them.

The deed of trust that governs the terms of the Series B Debentures contains various financial covenants. As of June 30, 2023, the Company was in compliance with these financial covenants.

On July 6, 2023, Pacific Oak SOR BVI issued 319.6 million Israeli new Shekels (approximately $86.4 million) of Series C bonds (the “Series C Bonds”) to Israeli investors pursuant to a public offering registered with the Israeli Securities Authority. Additionally, on July 17, 2023, Pacific Oak SOR BVI issued an additional 20.7 million Israeli new Shekels (approximately $5.6 million) of Series C bonds (the “Series C Expansion”). The Series C Expansion has an equal level of security, pari passu, amongst themselves and between them and the Series C Bonds without any right of precedence or preference between any of them. The deed of trust that governs the terms of the Series C Bonds and Series C Expansion contains various financial covenants. Refer to Note 11 for further discussion.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

6. FAIR VALUE DISCLOSURES

The following were the face values, carrying amounts and fair values of the Company’s financial instruments as of June 30, 2023 and December 31, 2022, which carrying amounts do not approximate the fair values (in thousands):

	June 30, 2023						December 31, 2022
	Face Value		Carrying Amount		Fair Value		Face Value		Carrying Amount		Fair Value
Financial liabilities (Level 3):
Notes payable	$	678,957	$	660,208	$	660,879	$	734,899	$	728,433	$	716,813
Financial liabilities (Level 1):
Pacific Oak SOR BVI Series B Debentures	$	314,130	$	315,634	$	296,389	$	331,213	$	316,276	$	304,758

Disclosure of the fair value of financial instruments is based on pertinent information available to the Company as of the period end and requires a significant amount of judgment. This has made the estimation of fair values difficult and, therefore, both the actual results and the Company’s estimate of value at a future date could be materially different.

As of June 30, 2023, the Company measured the following assets at fair value (in thousands):

			Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets<br>(Level 1)		Significant Other Observable Inputs<br>(Level 2)		Significant Unobservable Inputs<br>(Level 3)
Recurring Basis:
Real estate equity securities	$	30,474	$	30,474	$	—	$	—
Asset derivative - interest rate caps (1)	$	1,764	$	—	$	1,764	$	—
Liability derivative - foreign currency collar (1)	$	4,437	$	—	$	4,437	$	—
Nonrecurring Basis:
Impaired real estate (2)	$	182,436	$	—	$	—	$	182,436
Impaired investment in unconsolidated entity (2)	$	26,290	$	—	$	—	$	26,290

_____________________

(1) Interest rate caps and foreign currency collars are included in prepaid expenses and other assets and other liabilities, respectively, on the consolidated balance sheets.

(2) Amounts represent the fair value for real estate assets and investment in unconsolidated entity impacted by impairment charges during the six months ended June 30, 2023, as of the date that the fair value measurement was made. The carrying value for the real estate asset may have subsequently increased or decreased from the fair value reflected due to activity that has occurred since the measurement date.

As of June 30, 2023, two of the Company’s real estate properties were measured at the estimated fair values. The two real estate properties were measured based on an income approach with the significant unobservable inputs used in evaluating the estimated fair value of these properties, including discount rates between 7.5 to 9.0% and terminal cap rates of 7.0 to 8.25%. One investment in unconsolidated entity was measured at the estimated value of the Company’s ownership calculated based on a hypothetical liquidation of the net assets, discounted for lack of marketability and control. The Company used a discount rate of 8.75% and a cap rate of 7.0% to estimate the fair value of the real estate, an interest rate adjustment of 0.15% to estimate the fair value of the debt, a discount rate of 20% for lack of marketability, and a discount rate of 20% for lack of control.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

As of December 31, 2022, the Company measured the following assets at fair value (in thousands):

			Fair Value Measurements Using
	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Recurring Basis:
Real estate equity securities	$	60,153	$	60,153	$	—	$	—
Asset derivative - interest rate caps	$	2,267	$	—	$	2,267	$	—
Liability derivative - foreign currency collar	$	3,115	$	—	$	3,115	$	—
Nonrecurring Basis:
Impaired real estate	$	212,800	$	—	$	—	$	212,800
Impaired goodwill	$	5,436	$	—	$	—	$	5,436

7. RELATED PARTY TRANSACTIONS

Pacific Oak Capital Advisors, LLC

As described further below, the Company has entered into agreements with certain affiliates pursuant to which they provide services to the Company. Keith D. Hall and Peter McMillan III control and indirectly own Pacific Oak Holding Group, LLC (“Pacific Oak Holding”), the Company’s sponsor since November 1, 2019. Pacific Oak Holding is the sole owner of Pacific Oak Capital Advisors, LLC (the “Advisor”), the Company’s advisor since November 1, 2019. Messrs. Hall and McMillan are also two of the Company’s executive officers and directors.

Subject to certain restrictions and limitations, the business of the Company is externally managed by the Advisor pursuant to an advisory agreement (the “Advisory Agreement”). The Advisory Agreement is currently effective through November 1, 2023; however, the Company or the Advisor may terminate the Advisory Agreement without cause or penalty upon providing 60 days’ written notice. The Advisor conducts the Company’s operations and manages its portfolio of real estate and other real estate-related investments.

Pacific Oak Residential Advisors, LLC

Effective September 1, 2022, the Company’s wholly-owned subsidiary, Pacific Oak Residential Trust, Inc. (“PORT”), entered into an advisory agreement with Pacific Oak Residential Advisors, LLC (“PORA”) (the “PORT Advisory Agreement”) pursuant to which PORA will act as a product specialist with respect to the Company’s residential homes portfolio, held through PORT. The PORT Advisory Agreement has an initial two-year term and may be renewed for additional one-year terms. Pursuant to the PORT Advisory Agreement, PORT will pay PORA: (1) an acquisition fee equal to 1.0% of the cost of each asset which consists of the price paid for the asset plus any amounts funded or budgeted at the time of acquisition for capital expenditures; and (2) a quarterly asset management fee equal to 0.25% (1.0% annually) on the aggregate value of the Company’s residential homes portfolio assets, as determined in accordance with PORT’s valuation guidelines, as of the end of each quarter. In the case of investments made through a joint venture, the acquisition fee will be based on PORT’s proportionate share of the joint venture. For substantial assistance in connection with the sale of properties or other investments related to the Company’s residential homes portfolio, PORT also pays PORA or its affiliates 1.0% of the contract sales price with a limit to not exceed commission paid to unaffiliated third parties.

In connection with the PORT Advisory Agreement, the Company amended and restated its advisory agreement with the Advisor, also effective September 1, 2022, which was subsequently renewed as of November 1, 2022. Under the Advisory Agreement, the Company does not pay acquisition fees, asset management fees or disposition fees to the Advisor with respect to the Company’s residential homes portfolio. The Company’s residential homes portfolio will still be considered when computing any potential incentive fees due to the Advisor under the Advisory Agreement.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

DMH Realty, LLC

Effective September 1, 2022, PORT entered into a property management agreement with DMH Realty, LLC (“DMH Realty”), an affiliate of PORA and the Advisor (the “PORT Property Management Agreement”) for the Company’s residential homes portfolio. The PORT Property Management Agreement has an initial two-year term and may be renewed for additional one-year terms. Pursuant to the PORT Property Management Agreement, PORT will pay DMH Realty a property management fee equal to the following: (a) 8% of Collected Rental Revenues, as defined below, up to $50.0 million per annum; (b) 7% of Collected Rental Revenues in excess of $50.0 million per annum, but less than or equal to $75.0 million per annum; and (c) 6% of Collected Rental Revenues in excess of $75.0 million per annum, “Collected Rental Revenues” means the amount of rental revenue actually collected for each property per the terms of the lease pertaining to each property (including lease breakage fees) or pursuant to any early termination buyouts, but excluding other income items, fees or revenue collected by DMH Realty, including but not limited to: application fees, insufficient funds fees, late fees, move-in fees, pet fees, and security deposits (except to the extent applied to rent per the terms of the lease pertaining to any property).

Pacific Oak Capital Markets, LLC

On September 9, 2022, PORT commenced a private offering of up to $500 million of common stock in a primary offering and up to $50 million of common stock under its distribution reinvestment plan (the “Private Offering”). PORT engaged Pacific Oak Capital Markets, LLC (“POCM”), an affiliate of the Advisor, PORA, and DHM Realty, to be the dealer manager for the Private Offering, pursuant to a dealer manager agreement effective as of September 9, 2022, which was subsequently amended and restated as of January 13, 2023 to reflect the creation of a $5 million escrow arrangement (the “PORT Dealer Manager Agreement”). Pursuant to the PORT Dealer Manager Agreement, with respect to Class A shares, PORT will generally pay POCM: (1) selling commissions equal to up to 6.0% of the net asset value (“NAV”) of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; (2) a dealer manager fee equal to up to 1.5% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; and (3) a placement agent fee equal to up to 1.5% of the NAV of each share sold in the primary offering. With respect to Class T shares, PORT will generally pay POCM: (1) selling commissions equal to up to 3.0% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; (2) a dealer manager fee equal to up to 0.75% of the NAV of each share sold in the primary offering, which POCM may reallow in part or in full to participating broker-dealers; and (3) a placement agent fee equal to up to 0.75% of the NAV of each share sold in the primary offering. PORT will not pay any selling commissions, dealer manager or placement agent fees in connection with the sale of shares under the distribution reinvestment plan. The Advisor is the sponsor for the Private Offering and as the sponsor, they will incur reimbursable organization and offering costs on behalf of PORT. PORT will ratably reimburse the Advisor over a 60-month period following the first anniversary of the commencement of the offering. PORT will incur an organization and offering expense fee equal to 0.5% of the NAV of each share sold in the Private Offering to help fund the reimbursement to the sponsor.

Pursuant to the terms of these agreements, summarized below are the related-party costs incurred by the Company for the three and six months ended June 30, 2023 and 2022, respectively, and any related amounts payable as of June 30, 2023 and December 31, 2022 (in thousands):

	Incurred during the three months ended June 30,				Incurred during the six months ended June 30,				Payable as of
Expensed	2023		2022		2023		2022		June 30, 2023		December 31, 2022
Asset management fees	$	3,710	$	3,189	$	7,684	$	6,315	$	5,491	$	2,618
Property management fees (1)	859		133		1,523		258		298		181
Disposition fees	58		—		420		107		—		—
Capitalized
Reimbursable offering costs (2)	894		—		894		—		894		—
	$	5,521	$	3,322	$	10,521	$	6,680	$	6,683	$	2,799

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

_____________________

(1) Property management fees related to DMH Realty are recorded as operating, maintenance, and management expenses on the Company’s consolidated statements of operations.

(2) Reimbursable offering costs to the Advisor related to the Private Offering are capitalized and recorded as prepaid expenses and other assets on the Company’s consolidated balance sheet.

Pacific Oak Opportunity Zone Fund I

As of June 30, 2023, the Company’s investment balance in the Pacific Oak Opportunity Zone Fund I, LLC (“Pacific Oak Opportunity Zone Fund I”) is $26.2 million, which is included in investments in unconsolidated entities on the consolidated balance sheets. The Advisor is entitled to certain fees in connection with the fund. Pacific Oak Opportunity Zone Fund I will pay an acquisition fee equal to 1.5% of the purchase price of each asset (including any debt incurred or assumed and significant capital improvement costs budgeted as of the date of acquisition) with a purchase price less than or equal to $25.0 million plus 1.0% of the purchase price in excess of $25.0 million; a quarterly asset management fee equal to 0.25% of the total purchase price of all assets (including any debt incurred or assumed and significant capital improvement costs budgeted as of the date of acquisition) as of the end of the applicable quarter; and a financing fee equal to 0.5% of the original principal amount of any indebtedness incurred (reduced by any financing fee previously paid with respect to indebtedness being refinanced). In the case of investments made through joint ventures, the fees above will be determined based on the Company’s proportionate share of the investment. The Advisor is also entitled to certain distributions paid by the Pacific Oak Opportunity Zone Fund I after the Class A Members have received their preferred return. These fees and distributions have been waived for the Company’s investment. In addition, side letter agreements between the Advisor and Pacific Oak Opportunity Zone Fund I were executed on February 28, 2020 and stipulate that any asset management fees allocable to the Company and waived by Pacific Oak Capital Advisors for Pacific Oak Opportunity Zone Fund I would be distributed to the Company.

8. INVESTMENTS IN UNCONSOLIDATED ENTITIES

As of June 30, 2023 and December 31, 2022, the Company’s investments in unconsolidated entities were composed of the following (in thousands):

	Number of Properties as of June 30, 2023						Investment Balance as of
Joint Venture		Location		Ownership %		June 30, 2023				December 31, 2022
110 William Joint Venture	1		New York, New York		60% (1)		$	—	(2)		$	—
353 Sacramento Joint Venture	1		San Francisco, California		55.0%		26,290				45,173
Pacific Oak Opportunity Zone Fund I (3)	3		Various		46.0%		26,219				25,669
							$	52,509			$	70,842

_____________________

(1) On June 27, 2023, Pacific Oak SOR SREF III 110 William, LLC (the “110 William Joint Venture”) executed a lease for approximately 640,000 square feet of office space in the 110 William Joint Venture’s property. Additionally, in July 2023, the 110 William Joint Venture completed a debt and equity restructuring. Refer to Note 11 for further discussion.

(2) As of June 30, 2023, the Company’s investment in the 110 William Joint Venture was $0 due to historical distributions from the 110 William Joint Venture exceeding the Company’s book value and the Company suspended the equity method of accounting.

(3) The maximum exposure to loss as a result of the Company’s investment in the Pacific Oak Opportunity Zone Fund I is limited to the carrying amount of the investment.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

Summarized financial information for investments in unconsolidated entities (in thousands):

	June 30, 2023		December 31, 2022
Assets:
Real estate held for investment, net	$	475,063	$	471,503
Total assets	541,670		546,142
Liabilities:
Notes payable related to real estate held for investment, net	498,579		490,302
Total liabilities	526,208		501,861
Total equity	$	15,462	$	44,281			For the Three Months Ended June 30,		For the Six Months Ended June 30,
---	---	---	---	---	---	---	---	---
	2023		2022		2023		2022
Total revenues	$	10,673	$	12,461	$	21,793	$	24,570
Operating loss	(13,718)		(6,807)		(27,753)		(12,060)
Net loss	$	(13,771)	$	(6,795)	$	(27,719)	$	(12,036)

The Company’s investments in unconsolidated entities are reviewed for impairment annually or when conditions exist that may indicate that the decrease in the carrying amount of the investment has occurred and is other-than-temporary. Triggering events or impairment indicators for the Company’s investments in unconsolidated entities may include recurring operating losses, change in economic environment, and weakening of the general market condition of the geographic area. Upon determination that an other-than-temporary impairment has occurred, an impairment is recognized in loss from unconsolidated entities, net to reduce the carrying amount of the investment to its estimated fair value.

During the three and six months ended June 30, 2023, the carrying amount of the Company’s investment in a joint venture was impaired by $14.8 million, primarily due to weakening market conditions of the geographic area. During three and six months ended June 30, 2022, no investments in unconsolidated entities were impaired.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

9. REPORTING SEGMENTS

The Company recognizes three reporting segments for the three and six months ended June 30, 2023 and 2022: strategic opportunistic properties, residential homes and hotels. All corporate related costs are included in the strategic opportunistic properties segment to align with how financial information is presented to the chief operating decision maker. The selected financial information for reporting segments for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

	Three Months Ended June 30, 2023
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total revenues	$	23,874	$	9,457	$	2,565	$	35,896
Total expenses	(64,298)		(11,403)		(3,261)		(78,962)
Total other (loss) income	(14,482)		21		46		(14,415)
Net (loss) before income taxes	$	(54,906)	$	(1,925)	$	(650)	$	(57,481)
	Six Months Ended June 30, 2023
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total revenues	$	49,761	$	18,782	$	5,478	$	74,021
Total expenses	(119,673)		(22,668)		(6,162)		(148,503)
Total other income	797		21		75		893
Net (loss) income before income taxes	$	(69,115)	$	(3,865)	$	(609)	$	(73,589)
	Three Months Ended June 30, 2022
---	---	---	---	---	---	---	---	---
	Strategic Opportunistic Properties		Single-Family Homes		Hotels		Total
Total revenues	$	24,884	$	5,801	$	12,854	$	43,539
Total expenses	(13,699)		(6,505)		(9,432)		(29,636)
Total other (loss) income	(21,797)		(479)		4		(22,272)
Net (loss) income before income taxes	$	(10,612)	$	(1,183)	$	3,426	$	(8,369)
	Six Months Ended June 30, 2022
	Strategic Opportunistic Properties		Single-Family Homes		Hotels		Total
Total revenues	$	51,750	$	11,544	$	18,771	$	82,065
Total expenses	(40,776)		(13,009)		(16,844)		(70,629)
Total other (loss) income	(26,387)		(521)		2,372		(24,536)
Net (loss) income before income taxes	$	(15,413)	$	(1,986)	$	4,299	$	(13,100)

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

Total assets and goodwill related to the reporting segments as of June 30, 2023 and December 31, 2022 are as follows (in thousands):

	June 30, 2023
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total assets	$	1,029,968	$	333,241	$	51,367	$	1,414,576
Goodwill	4,220		—		1,216		5,436
	December 31, 2022
	Strategic Opportunistic Properties		Residential Homes		Hotel		Total
Total assets	$	1,173,481	$	333,128	$	52,636	$	1,559,245
Goodwill	4,220		—		1,216		5,436

10. COMMITMENTS AND CONTINGENCIES

Lease Obligations

As of June 30, 2023, the Company’s lease and rights to a leasehold interest with respect to 210 West 31st, which was accounted for as a finance lease, are included in the consolidated balance sheets as follows:

Right-of-use asset (included in real estate held for investment, net, in thousands)	$	7,281
Lease obligation (included in other liabilities, in thousands)	9,491
Remaining lease term	90.4
Discount rate	4.8		%
The components of lease expense were as follows:
Interest on lease obligation for the three months ended June 30, 2023 (in thousands)	$	113
Interest on lease obligation for the six months ended June 30, 2023 (in thousands)	225

As of June 30, 2023, the Company had a leasehold interest expiring in 2114. Future minimum lease payments owed by the Company under the finance lease as of June 30, 2023 are as follows (in thousands):

July 1, 2023 through December 31, 2023	$	180
2024	360
2025	393
2026	396
2027	396
Thereafter	51,771
Total expected minimum lease obligations	53,496
Less: Amount representing interest (1)	(44,005)
Present value of net minimum lease payments (2)	$	9,491

_____________________

(1) Interest includes the amount necessary to reduce the total expected minimum lease obligations to present value calculated at the Company’s incremental borrowing rate at acquisition.

(2) The present value of net minimum lease payments are presented in other liabilities in the accompanying consolidated balance sheets.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

Economic Dependency

The Company is dependent on the Advisor, PORA, and DMH Realty for certain services that are essential to the Company, including the identification, evaluation, negotiation, origination, acquisition and disposition of investments; management of the daily operations of the Company’s investment portfolio; and other general and administrative responsibilities. In the event that the Advisor, PORA, and DMH Realty are unable to provide these services, the Company will be required to obtain such services from other sources.

Environmental

As an owner of real estate, the Company is subject to various environmental laws of federal, state and local governments. Although there can be no assurance, the Company is not aware of any environmental liability that could have a material adverse effect on its financial condition or results of operations as of June 30, 2023. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is unaware with respect to the properties could result in future environmental liabilities.

Legal Matters

From time to time, the Company is a party to legal proceedings that arise in the ordinary course of its business. Management is not aware of any legal proceedings of which the outcome is probable or reasonably possible to have a material adverse effect on the Company’s results of operations or financial condition, which would require accrual or disclosure of the contingency and the possible range of loss. Additionally, the Company has not recorded any loss contingencies related to legal proceedings in which the potential loss is deemed to be remote.

11. SUBSEQUENT EVENTS

The Company evaluates subsequent events up until the date the consolidated financial statements are issued.

110 William Joint Venture

On July 5, 2023, in exchange for the Company’s 77.5% preferred interest ownership percentage in the 110 William Joint Venture, the Company agreed to make future capital contributions of up to $105.0 million to fund expenditures and improvements (the “Capital Contributions”). The 110 William Joint Venture also exchanged a mezzanine loan encumbering the property of approximately $85.7 million between 110 William Mezz III, LLC, an indirect subsidiary of 110 William Joint Venture, as a borrower and Invesco CMI Investments 110 William, LLC (“Invesco”) as lender, into Invesco’s 22.5% preferred equity interest in the 110 William Joint Venture. As part of the restructuring, SREF III 110 William JV, LLC’s previous 40% membership interest was diluted in exchange for contingent consideration of 10% of net cash received. Following the buyout of SREF III 110 William JV, LLC, the Company held 100% of the common interests in the joint venture for previously contributed capital.

110 William Joint Venture entered into an amended loan agreement, which restructured the original loan of $248.7 million (the “Original Loan”), and increased the supplemental loan by $56.7 million (the “Supplemental Loan”). The initial maturity date of the Original Loan and the Supplemental Loan are July 5, 2026, although the maturity date may be extended. The interest rate with respect to the Original Loan is the sum of SOFR plus a spread beginning at 2% and increasing up to 3% during the term of the loan and any extension period, and the interest rate with respect to the Supplemental Loan is the sum of SOFR plus a spread beginning at 3% and increasing up to 3.5% during the term of the loan and any extension period. Pacific Oak SOR Properties, LLC, an indirect subsidiary of the Company is the guarantor for all debt service under the amended loan agreement and the Capital Contributions.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 1. Financial Statements (continued)

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

June 30, 2023

(unaudited)

Series C Bonds

On July 17, 2023, Pacific Oak SOR BVI issued additional Series C bonds in the amount of 20.7 million Israeli new Shekels. The Series C Expansion was issued at a 1.0% discount, resulting in a total consideration of 20.5 million Israeli new Shekels (approximately $5.6 million). The Series C Expansion has an equal level of security, pari passu, amongst themselves and between them and the initial Series C Bonds, without any right of precedence or preference between any of them.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the accompanying financial statements of Pacific Oak Strategic Opportunity REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation, and, as required by context, Pacific Oak Strategic Opportunity Limited Partnership, a Delaware limited partnership, which we refer to as the “Operating Partnership,” and to their subsidiaries.

Forward-Looking Statements

Certain statements included in this Quarterly Report on Form 10-Q are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of Pacific Oak Strategic Opportunity REIT, Inc. and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all of the risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

•We depend on our advisor to conduct our operations and eventually dispose of our investments.

•We depend on tenants for our revenue and, accordingly, our revenue is dependent upon the success and economic viability of our tenants. Revenues from our property investments could decrease due to a reduction in tenants (caused by factors including, but not limited to, tenant defaults, tenant insolvency, early termination of tenant leases and non-renewal of existing tenant leases) and/or lower rental rates, limiting our ability to pay distributions to our stockholders.

•Our opportunistic investment strategy involves a higher risk of loss than would a strategy of investing in some other types of real estate and real estate-related investments.

•Inflation and increased interest rates may adversely affect our financial condition and results of operations, including with respect to our ability to refinance maturing debt.

•We have paid distributions from financings and in the future, we may not pay distributions solely from our cash flow from operations or gains from asset sales. To the extent that we pay distributions from sources other than our cash flow from operations or gains from asset sales, we will have less funds available for investment in loans, properties and other assets, the overall return to our stockholders may be reduced and subsequent investors may experience dilution.

•All of our executive officers and some of our directors and other key real estate and debt finance professionals are also officers, directors, managers, key professionals and/or holders of a direct or indirect controlling interest in our advisor, our dealer manager and other Pacific Oak-affiliated entities. As a result, they face conflicts of interest, including significant conflicts created by our advisor’s compensation arrangements with us and other Pacific Oak-advised programs and investors and conflicts in allocating time among us and these other programs and investors. These conflicts could result in unanticipated actions. Fees paid to our advisor in connection with transactions involving the origination, acquisition and management of our investments are based on the cost of the investment, not on the quality of the investment or services rendered to us. This arrangement could influence our advisor to recommend riskier transactions to us.

•We pay substantial fees to and expenses of our advisor and its affiliates. These payments increase the risk that our stockholders will not earn a profit on their investment in us and increase our stockholders’ risk of loss.

•We have focused, and may continue to focus, our investments in non-performing real estate and real estate-related loans, real estate-related loans secured by non-stabilized assets and real estate-related securities, which involve more risk than investments in performing real estate and real estate-related assets.

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended March 31, 2023, each as filed with the Securities and Exchange Commission (the “SEC”).

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Overview

We were formed on October 8, 2008 as a Maryland corporation, elected to be taxed as a real estate investment trust (“REIT”) beginning with the taxable year ended December 31, 2010 and intend to operate in such manner. Pacific Oak Capital Advisors, LLC (“Pacific Oak Capital Advisors”) is our advisor and as our advisor, Pacific Oak Capital Advisors manages our day-to-day operations and our portfolio of investments. Pacific Oak Capital Advisors also has the authority to make all of the decisions regarding our investments, except for our residential homes portfolio. Our residential homes portfolio, held through our subsidiary Pacific Oak Residential Trust, Inc. (“PORT”), is managed by Pacific Oak Residential Advisors, LLC (“PORA”), an affiliate of Pacific Oak Capital Advisors. The advisory duties are subject to the limitations in our charter and the direction and oversight of our board of directors. Pacific Oak Capital Advisors also provides asset-management, marketing, investor-relations and other administrative services on our behalf. We have sought to invest in and manage a diverse portfolio of real estate-related loans, opportunistic real estate, real estate-related debt securities, real estate equity securities and other real estate-related investments. We conduct our business primarily through our Operating Partnership, of which we are the sole general partner.

Market Outlook – Real Estate and Real Estate Finance Markets

Volatility in global financial markets and changing political environments can cause fluctuations in the performance of the U.S. commercial real estate markets. Possible future declines in rental rates, slower or potentially negative net absorption of leased space and expectations of future rental concessions, including free rent to renew tenants early, to retain tenants who are up for renewal or to attract new tenants, may result in decreases in cash flows from investment properties. To the extent there are increases in the cost of financing due to higher interest rates, this may cause difficulty in refinancing debt obligations at terms as favorable as the terms of existing indebtedness. Further, increases in interest rates would increase the amount of our debt payments on our variable rate debt to the extent the interest rates on such debt are not limited by interest rate caps. Market conditions can change quickly, potentially negatively impacting the value of real estate investments. Management continuously reviews our investment and debt financing strategies to optimize our portfolio and the cost of our debt exposure.

Liquidity and Capital Resources

Our principal demand for funds during the short and long-term is and will be for the acquisition of real estate and real estate-related investments, payment of operating expenses, capital expenditures and general and administrative expenses, payments under debt and funding obligations, redemptions and purchases of our common stock and payments of distributions to stockholders. To date, we have had six primary sources of capital for meeting our cash requirements:

•Proceeds from the primary portion of our initial public offering;

•Proceeds from our dividend reinvestment plan;

•Proceeds from our public bond offering in Israel;

•Debt financing;

•Proceeds from the sale of real estate and the repayment of real estate-related investments; and

•Cash flow generated by our real estate and real estate-related investments.

We sold 56,584,976 shares of common stock in the primary portion of our initial public offering for gross offering proceeds of $561.7 million. As of June 30, 2023, we had sold 6,851,969 shares of common stock under the dividend reinvestment plan for gross offering proceeds of $76.5 million. The Company ceased offering shares of common stock in its primary offering on November 14, 2012 and suspended offering shares under its dividend reinvestment plan as of March 28, 2023. To date, we have invested all of the net proceeds from our initial public offering in real estate and real estate-related investments. We intend to use our cash on hand, proceeds from asset sales, proceeds from debt financing and, cash flow generated by our real estate operations and real estate-related investments as our primary sources of immediate and long-term liquidity.

Table of Contents

PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our investments in real estate generate cash flow in the form of rental revenues and tenant reimbursements, which are reduced by operating expenditures and corporate general and administrative expenses. Cash flow from operations from our real estate investments is primarily dependent upon the occupancy levels of our properties, the net effective rental rates on our leases, the collectability of rent and operating recoveries from our tenants and how well we manage our expenditures. As of June 30, 2023, our office properties were collectively 68% occupied, our residential home portfolio was 95% occupied and our apartment properties were 93% occupied.

Our investment in the hotel property generates cash flow in the form of room, food, beverage and convention services, campground and other revenues, which are reduced by hotel expenses, capital expenditures, debt service payments, the payment of asset management fees and corporate general and administrative expenses. Cash flow from operations from our hotel property is primarily dependent upon the occupancy levels of our hotel, the average daily rates and how well we manage our expenditures. The following table provides summary information regarding our hotel property for the six months ended June 30, 2023 and 2022:

		Percentage Occupied for the Six Months Ended June 30,		Average Daily Rate for the Six Months Ended June 30,		Average Revenue per Available Room for the Six Months Ended June 30,
Property	Number of Rooms	2023	2022	2023	2022	2023	2022
Q&C Hotel	196	71.0%	66.3%	$190.77	$207.64	$135.45	$137.63

Investments in real estate equity securities generate cash flow in the form of dividend income, which is reduced by asset management fees. As of June 30, 2023, we had three investments in real estate equity securities outstanding with a total carrying value of $30.5 million.

Under our charter, we are required to limit our total operating expenses to the greater of 2% of our average invested assets or 25% of our net income for the four most recently completed fiscal quarters, as these terms are defined in our charter, unless the conflicts committee has determined that such excess expenses were justified based on unusual and non-recurring factors. Operating expenses for the four fiscal quarters ended June 30, 2023 did not exceed the charter-imposed limitation.

For the six months ended June 30, 2023, our cash needs for capital expenditures, redemptions of common stock and debt requirements were met with proceeds from dispositions of real estate, proceeds from debt financing and cash on hand, except where otherwise noted. Operating cash needs during the same period were met through cash flow generated by our real estate and real estate-related investments and cash on hand. As of June 30, 2023, we had outstanding debt obligations in the aggregate principal amount of $993.1 million, with a weighted-average remaining term of 1.7 years. As of June 30, 2023, we had a total of $460.1 million of debt obligations scheduled to mature within 12 months of that date. We plan to exercise our extension options available under our loan agreements or pay down or refinance the related notes payable prior to their maturity dates. We have also agreed to fund expenditures and improvements in our 110 William Joint Venture of up to $105.0 million. We have begun conversations with our lenders about refinancing options upon maturity and we believe it is possible that we will be successful in refinancing the amounts outstanding. There can be no assurance that the refinancing will occur or on the terms currently contemplated. If sufficient refinancing cannot be arranged to satisfy our upcoming obligations, we believe we have other options to meet our obligations. These other options include but are not limited to, refinancing with other lending institutions, issuing additional debt, and selling properties and using net sales proceeds to satisfy the obligations. We believe that with these options we have sufficient cash on hand and availability to address our debt maturities and capital needs scheduled to mature within 12 months of June 30, 2023.

We have elected to be taxed as a REIT and intend to operate as a REIT. To maintain our qualification as a REIT, we are required to make aggregate annual distributions to our stockholders of at least 90% of our REIT taxable income (computed without regard to the dividends paid deduction and excluding net capital gain). Our board of directors may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of directors deems relevant. We have not established a minimum distribution level.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Cash Flows from Operating Activities

Cash Flows from Investing Activities

Net cash provided by investing activities was $27.3 million for the six months ended June 30, 2023 and primarily consisted of the following:

•Proceeds from sales of real estate of $40.8 million;

•Net cash paid on foreign currency derivative settlements of $18.0 million, as a result of purchase of foreign currency derivatives of $67.1 million and proceeds from disposition of foreign currency derivatives of $49.2 million;

•Proceeds from the sale of real estate equity securities of $13.6 million; and

•Improvements to real estate of $10.3 million.

Cash Flows from Financing Activities

Net cash used in financing activities was $60.2 million for the six months ended June 30, 2023 and primarily consisted of the following:

•$56.3 million of net cash used in debt and other financings as a result of principal payments on notes payable of $56.9 million and payments of deferred financing costs of $0.4 million and partially offset by proceeds from notes payable of $1.0 million; and

•$3.2 million of cash used for redemptions of common stock.

In order to execute our investment strategy, we utilize secured debt and we may, to the extent available, utilize unsecured debt, to finance a portion of our investment portfolio. Management remains vigilant in monitoring the risks inherent with the use of debt in our portfolio and is taking actions to ensure that these risks, including refinancing and interest risks, are properly balanced with the benefit of using leverage. There is no limitation on the amount we may borrow for any single investment. Our charter limits our total liabilities such that our total liabilities may not exceed 75% of the cost of our tangible assets; however, we may exceed that limit if a majority of the conflicts committee approves each borrowing in excess of our charter limitation and we disclose such borrowing to our common stockholders in our next quarterly report with an explanation from the conflicts committee of the justification for the excess borrowing. As of June 30, 2023, our borrowings and other liabilities were approximately 64% of the cost of our tangible assets.

On February 16, 2020, Pacific Oak Strategic Opportunity BVI issued 254.1 million Israeli new Shekels (approximately $74.1 million as of February 16, 2020) of Series B debentures (the “Series B Debentures”) to Israeli investors pursuant to a public offering registered with the Israel Securities Authority. The Series B Debentures bear interest at the rate of 3.93% per year. The Series B Debentures have principal installment payments equal to 33.33% of the face amount of the Series B Debentures on January 31st of each year from 2024 to 2026. Pacific Oak Strategic Opportunity BVI issued additional Series B Debentures subsequent to the initial issuance and as of June 30, 2023, 1.2 billion Israeli new Shekels (approximately $314.1 million as of June 30, 2023) were outstanding. The additional Series B Debentures have an equal level of security, pari passu, amongst themselves and between them and the initial Series B Debentures, without any right of precedence or preference between any of them.

On July 6, 2023, Pacific Oak Strategic Opportunity BVI completed a public offering to Israeli investors 319.6 million Israeli new Shekels (approximately $86.4 million) Series C Bonds. Additionally, on July 17, 2023, Pacific Oak SOR BVI issued an additional 20.7 million Israeli new Shekels (approximately $5.6 million) of Series C Expansion. Refer to the Subsequent Events section for further discussion.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

In addition to making investments in accordance with our investment objectives, we use or have used our capital resources to make certain payments to our advisor and our dealer manager. During our offering stage, these payments included payments to our dealer manager for selling commissions and dealer manager fees related to sales in our primary offering and payments to our dealer manager and our advisor for reimbursement of certain organization and other offering expenses related both to the primary offering and the dividend reinvestment plan. During our acquisition and development stage, we expect to continue to make payments to our advisor in connection with the selection and origination or purchase of investments, the management of our assets and costs incurred by our advisor in providing services to us as well as for any dispositions of assets (including the discounted payoff of non-performing loans).

Among the fees payable to our advisor is an asset management fee. With respect to investments in loans and any investments other than real property, the asset management fee is a monthly fee calculated, each month, as one-twelfth of 0.75% of the lesser of (i) the amount actually paid or allocated to acquire or fund the loan or other investment, inclusive of fees and expenses related thereto and the amount of any debt associated with or used to acquire or fund such investment and (ii) the outstanding principal amount of such loan or other investment, plus the fees and expenses related to the acquisition or funding of such investment, as of the time of calculation. With respect to investments in real property, the asset management fee is a monthly fee equal to one-twelfth of 0.75% of the sum of the amount paid or allocated to acquire the investment, plus the cost of any subsequent development, construction or improvements to the property, and inclusive of fees and expenses related thereto and the amount of any debt associated with or used to acquire such investment. In the case of investments made through joint ventures, the asset management fee will be determined based on our proportionate share of the underlying investment, inclusive of our proportionate share of any fees and expenses related thereto. Investments made in or through PORT are excluded from the calculation of the asset management fee we pay to our advisor. In addition to other fees described in the advisory agreement between PORT and PORA, PORT pays PORA a quarterly asset management fee equal to 0.25% (1.0% annually) on the aggregate value of PORT’s assets, as determined in accordance with PORT’s valuation guidelines, as of the end of each quarter.

Contractual Commitments and Contingencies

The following is a summary of our contractual obligations as of June 30, 2023 (in thousands):

			Payments Due During the Years Ending December 31,
Contractual Obligations	Total		Remainder of 2023		2024-2025		2026-2027		Thereafter
Outstanding debt obligations (1)	$	993,087	$	264,241	$	459,913	$	268,933	$	—
Interest payments on outstanding debt obligations (2)	68,174		23,098		42,624		2,452		—
Finance lease obligation	53,496		180		753		792		51,771

_____________________

(1) Amounts include principal payments only.

(2) Projected interest payments are based on the outstanding principal amounts, maturity dates, foreign currency rates and interest rates in effect at June 30, 2023.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Results of Operations

Overview

As of June 30, 2023, we consolidated eight office properties, one office portfolio consisting of two office buildings and 25 acres of undeveloped land, two apartment properties, one hotel property, one residential home portfolio consisting of 2,453 residential homes, two investments in undeveloped land with approximately 671 developable acres, one office/retail development property and owned three investments in unconsolidated entities and three investments in real estate equity securities. Our results of operations for the three and six months ended June 30, 2023 may not be indicative of those in future periods due to acquisition and disposition activities. Additionally, the occupancy in our office properties has not been stabilized. As of June 30, 2023, our office properties were collectively 69% occupied, our residential home portfolio was 95% occupied and our apartment properties was 93% occupied. However, due to the amount of near-term lease expirations, we do not put significant emphasis on quarterly changes in occupancy (positive or negative) in the short run. Our underwriting and valuations are generally more sensitive to “terminal values” that may be realized upon the disposition of the assets in the portfolio and less sensitive to ongoing cash flows generated by the portfolio in the years leading up to an eventual sale. There are no guarantees that the occupancy of our assets will increase, or that we will recognize a gain on the sale of our assets. In general, we expect that our income and expenses related to our portfolio will increase in future periods as a result of leasing additional space and acquiring additional assets but decrease due to disposition activity.

Comparison of the three months ended June 30, 2023 versus the three months ended June 30, 2022

The following table provides summary information about our results of operations for the three months ended June 30, 2023 and 2022 (dollar amounts in thousands):

	Three Months Ended June 30,				Increase (Decrease)		Percentage Change		Change Due to Acquisitions/Dispositions (1)	Change Due to Investments Held Throughout Both Periods (2)
	2023		2022
Rental income	$	32,152	$	28,979	$	3,173	11	%
Hotel revenues	2,565		12,854		(10,289)		(80)	%	(9,755)	(534)
Other operating income	1,066		887		179		20	%	—	179
Dividend income from real estate equity securities	113		819		(706)		(86)	%	—	(706)
Operating, maintenance, and management	11,107		10,342		765		7	%	883	(118)
Real estate taxes and insurance	5,843		5,079		764		15	%	845	(81)
Hotel expenses	1,984		6,998		(5,014)		(72)	%	(5,187)	173
Asset management fees to affiliates	3,710		3,189		521		16	%	606	(85)
General and administrative expenses	3,222		2,983		239		8	%	n/a	n/a
Foreign currency transaction loss (gain), net	6,272		(23,833)		30,105		(126)	%	n/a	n/a
Depreciation and amortization	12,110		14,098		(1,988)		(14)	%	750	(2,738)
Interest expense	15,788		10,780		5,008		46	%	(5)	5,013
Impairment charges on real estate and related intangibles	18,926		—		18,926		100	%	n/a	n/a
Loss from unconsolidated entities, net	(14,630)		(2,075)		(12,555)		605	%	355	(12,910)
Other interest income	1,012		48		964		2,008	%	n/a	n/a
Loss on real estate equity securities, net	(4,089)		(20,070)		15,981		(80)	%	—	15,981
Gain (loss) on sale of real estate	3,292		(175)		3,467		(1,981)	%	3,467	—

All values are in US Dollars.

_____________________

(1) Represents the dollar amount increase (decrease) for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 related to real estate and real estate-related investments acquired or disposed on or after July 1, 2022.

(2) Represents the dollar amount increase (decrease) for the three months ended June 30, 2023 compared to the three months ended June 30, 2022 with respect to real estate and real estate-related investments owned by us during the entirety of both periods presented.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Rental income increased to $32.2 million for the three months ended June 30, 2023 from $29.0 million for the three months ended June 30, 2022, primarily as a result of the consolidation of Pacific Oak Residential Trust II, Inc. (“PORT II”) in July 2022, which accounted for approximately $3.7 million of rental income during the three months ended June 30, 2023. There were no significant changes to the occupancy rate and annualized base rent per square foot of our office properties held throughout both periods. We expect rental income to increase in future periods as a result of leasing additional space and to the extent we acquire additional properties, but to decrease to the extent we dispose of properties.

Hotel revenues decreased to $2.6 million for the three months ended June 30, 2023 from $12.9 million for the three months ended June 30, 2022, primarily as a result of the disposition of the Springmaid Beach Resort in September 2022, which accounted for approximately $9.4 million of hotel revenues during the three months ended June 30, 2022.

Operating, maintenance, and management costs, and real estate taxes and insurance increased to $11.1 million and $5.8 million, respectively, for the three months ended June 30, 2023 from $10.3 million and $5.1 million, respectively for the three months ended June 30, 2022, primarily due to the consolidation of PORT II, which accounted for approximately $0.9 million and $0.8 million of operating, maintenance, and management costs, and real estate taxes and insurance, respectively, during the three months ended June 30, 2023. We expect operating, maintenance, and management costs and real estate taxes and insurance to increase in future periods to the extent we acquire additional properties, increase occupancy of our real estate assets and due to general inflation, but to decrease to the extent we dispose of properties.

Hotel expenses decreased to $2.0 million for the three months ended June 30, 2023 from $7.0 million for the three months ended June 30, 2022, primarily as a result of the disposition of the Springmaid Beach Resort during 2022, which accounted for approximately $4.6 million of hotel expenses during the three months ended June 30, 2022

Asset management fees increased to $3.7 million for the three months ended June 30, 2023 from $3.2 million for the three months ended June 30, 2022, primarily due to the consolidation of PORT II, which accounted for approximately $0.8 million increase during the three months ended June 30, 2023. We expect asset management fees to increase in future periods to the extent we acquire additional properties, but to decrease to the extent we dispose of properties.

We recognized a $6.3 million foreign currency transaction loss, net for the three months ended June 30, 2023 and $23.8 million of foreign currency transaction gain, net, for the three months ended June 30, 2022, related to the debentures in Israel. These debentures are denominated in Israeli new Shekels and we expect to recognize foreign transaction gains and losses based on changes in foreign currency exchange rates and partially offset by results of foreign currency collars.

Depreciation and amortization decreased to $12.1 million for the three months ended June 30, 2023 from $14.1 million for the three months ended June 30, 2022, primarily due to the disposition of the Springmaid Beach Resort, which accounted for approximately $0.5 million of depreciation and amortization during the three months ended June 30, 2022 and lease intangibles that were fully amortized during the three months ended June 30, 2022 and partially offset by the consolidation of PORT II, which accounted for $1.3 million of depreciation and amortization during the three months ended June 30, 2023. We expect depreciation and amortization to increase in future periods to the extent we acquire additional properties, but to decrease as a result of amortization of lease intangibles related to lease expirations and disposition of properties.

Interest expense increased to $15.8 million for the three months ended June 30, 2023 from $10.8 million for the three months ended June 30, 2022 primarily due to increased one-month floating rates during the three months ended June 30, 2023 and partially offset by a decrease in the outstanding debt balance during three months ended June 30, 2023. Our interest expense in future periods will vary based on interest rate fluctuations, the amount of interest capitalized and our level of future borrowings, which will depend on the availability and cost of debt financing and the opportunity to acquire real estate and real estate-related investments meeting our investment objectives and will decrease to the extent we dispose of properties and pay down debt, including annual principal installment payments on the debentures.

During the three months ended June 30, 2023, we recognized impairment charges of $18.9 million for our two real estate properties. There were no impairments recognized during the three months ended June 30, 2022.

Loss from unconsolidated entities, net increased to $14.6 million for the three months ended June 30, 2023 from $2.1 million for the three months ended June 30, 2022, primarily related to the impairment of an unconsolidated joint venture of $14.8 million and partially offset by income recognized from an unconsolidated joint venture, which accounted for $1.1 million of income from unconsolidated entities for the three months ended June 30, 2023.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Loss on real estate equity securities, net decreased to $4.1 million for the three months ended June 30, 2023 from $20.1 million for the three months ended June 30, 2022, which was composed of $9.9 million unrealized loss on real estate equity securities held at June 30, 2023 and $5.8 million realized gain on real estate equity securities sold during the three months ended June 30, 2023. We expect gains and losses on real estate equity securities to fluctuate in future periods as a result of changes in share prices of our investments in real estate equity securities.

During the three months ended June 30, 2023, we sold a vacant building related to the Madison Square property in Phoenix, Arizona (“Madison Square School”) that resulted in a gain on sale of real estate of $3.3 million. There were no material dispositions during the three months ended June 30, 2022.

Comparison of the six months ended June 30, 2023 versus the six months ended June 30, 2022

The following table provides summary information about our results of operations for the six months ended June 30, 2023 and 2022 (dollar amounts in thousands):

	Months Ended June 30,				Increase (Decrease)		Percentage Change		Change Due to Acquisitions/ Dispositions (1)	Change Due to Investments Held Throughout Both Periods (2)
	2023		2022
Rental income	$	64,229	$	58,360	$	5,869	10	%
Hotel revenues	5,478		18,771		(13,293)		(71)	%	(13,269)	(24)
Other operating income	2,204		1,728		476		28	%	(15)	491
Dividend income from real estate equity securities	2,110		3,206		(1,096)		(34)	%	—	(1,096)
Operating, maintenance, and management	22,275		20,218		2,057		10	%	1,651	406
Real estate taxes and insurance	12,260		10,103		2,157		21	%	689	1,468
Hotel expenses	3,945		12,109		(8,164)		(67)	%	(8,693)	529
Asset management fees to affiliates	7,684		6,315		1,369		22	%	1,166	203
General and administrative expenses	6,220		5,977		243		4	%	n/a	n/a
Foreign currency transaction loss (gain), net	3,553		(31,098)		34,651		(111)	%	n/a	n/a
Depreciation and amortization	24,158		26,662		(2,504)		(9)	%	1,170	(3,674)
Interest expense	31,819		20,343		11,476		56	%	(447)	11,923
Impairment charges on real estate and related intangibles	36,589		—		36,589		100	%	n/a	n/a
Loss from unconsolidated entities, net	(16,962)		(2,754)		(14,208)		516	%	451	(14,659)
Other interest income	1,216		94		1,122		1,194	%	n/a	n/a
Loss on real estate equity securities, net	(16,122)		(27,591)		11,469		(42)	%	—	11,469
Gain on sale of real estate	32,761		3,348		29,413		879	%	29,413	—
Gain on extinguishment of debt	—		2,367		(2,367)		(100)	%	n/a	n/a
Income tax provision	(3,662)		—		(3,662)		100	%	(3,662)	—

All values are in US Dollars.

_____________________

(1) Represents the dollar amount increase (decrease) for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 related to real estate and real estate-related investments acquired or disposed on or after July 1, 2022.

(2) Represents the dollar amount increase (decrease) for the six months ended June 30, 2023 compared to the six months ended June 30, 2022 with respect to real estate and real estate-related investments owned by us during the entirety of both periods presented.

Rental income increased to $64.2 million for the six months ended June 30, 2023 from $58.4 million for the six months ended June 30, 2022, primarily as a result of the consolidation of PORT II in July 2022, which accounted for approximately $7.3 million of rental income during the six months ended June 30, 2023. There were no significant changes to the occupancy rate and annualized base rent per square foot of our office properties held throughout both periods. We expect rental income to increase in future periods as a result of leasing additional space and to the extent we acquire additional properties, but to decrease to the extent we dispose of properties.

Hotel revenues decreased to $5.5 million for the six months ended June 30, 2023 from $18.8 million for the six months ended June 30, 2022, primarily as a result of the disposition of the Springmaid Beach Resort in September 2022, which accounted for approximately $12.7 million of hotel revenues during the six months ended June 30, 2022.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Operating, maintenance, and management costs, and real estate taxes and insurance increased to $22.3 million and $12.3 million, respectively, for the six months ended June 30, 2023 from $20.2 million and $10.1 million, respectively for the six months ended June 30, 2022, primarily due to the consolidation of PORT II, which accounted for approximately $1.7 million and $1.7 million of operating, maintenance, and management costs, and real estate taxes and insurance, respectively, during the six months ended June 30, 2023. We expect operating, maintenance, and management costs and real estate taxes and insurance to increase in future periods to the extent we acquire additional properties, increase occupancy of our real estate assets and due to general inflation, but to decrease to the extent we dispose of properties.

Hotel expenses decreased to $3.9 million for the six months ended June 30, 2023 from $12.1 million for the six months ended June 30, 2022, primarily as a result of the disposition of the Springmaid Beach Resort in September 2022, which accounted for approximately $8.1 million of hotel expenses during the six months ended June 30, 2022.

Asset management fees increased to $7.7 million for the six months ended June 30, 2023 from $6.3 million for the six months ended June 30, 2022, primarily due to the consolidation of PORT II, which accounted for approximately $1.5 million increase during the six months ended June 30, 2023. We expect asset management fees to increase in future periods to the extent we acquire additional properties, but to decrease to the extent we dispose of properties.

We recognized a $3.6 million foreign currency transaction loss, net for the six months ended June 30, 2023 and a $31.1 million foreign currency transaction gain, net for the six months ended June 30, 2022, related to the debentures in Israel. These debentures are denominated in Israeli new Shekels and we expect to recognize foreign transaction gains and losses based on changes in foreign currency exchange rates and partially offset by results of foreign currency collars.

Depreciation and amortization decreased to $24.2 million for the six months ended June 30, 2023 from $26.7 million for the six months ended June 30, 2022, primarily due to the disposition of the Springmaid Beach Resort, which accounted for approximately $1.0 million of depreciation and amortization during the six months ended June 30, 2022 and lease intangibles that were fully amortized during the six months ended June 30, 2022 and partially offset by the consolidation of PORT II, which accounted for $2.2 million of depreciation and amortization during the six months ended June 30, 2023. We expect depreciation and amortization to increase in future periods to the extent we acquire additional properties, but to decrease as a result of amortization of lease intangibles related to lease expirations and disposition of properties.

Interest expense increased to $31.8 million for the six months ended June 30, 2023 from $20.3 million for the six months ended June 30, 2022, primarily due to increased one-month floating rates during the six months ended June 30, 2023 and partially offset by a decrease in the outstanding debt balance during the six months ended June 30, 2023. Our interest expense in future periods will vary based on interest rate fluctuations, the amount of interest capitalized and our level of future borrowings, which will depend on the availability and cost of debt financing and the opportunity to acquire real estate and real estate-related investments meeting our investment objectives and will decrease to the extent we dispose of properties and pay down debt, including annual principal installment payments on the debentures.

During the six months ended June 30, 2023, we recognized impairment charges of $36.6 million for our two real estate properties. There were no impairments recognized during the six months ended June 30, 2022.

Loss from unconsolidated entities, net increased to $17.0 million for the six months ended June 30, 2023 from $2.8 million for the six months ended June 30, 2022, primarily related to the impairment of an unconsolidated joint venture of $14.8 million and partially offset by income recognized from an unconsolidated joint venture, which accounted for $0.5 million of income from unconsolidated entities for the six months ended June 30, 2023.

Loss on real estate equity securities, net decreased to $16.1 million for the six months ended June 30, 2023 from $27.6 million for the six months ended June 30, 2022, which was composed of $21.9 million unrealized loss on real estate equity securities held at June 30, 2023 and $5.8 million realized gain on real estate equity securities sold during the six months ended June 30, 2023. We expect gains and losses on real estate equity securities to fluctuate in future periods as a result of changes in share prices of our investments in real estate equity securities.

During the six months ended June 30, 2023, we sold approximately 71 acres of developable land and the Madison Square School and recognized a gain on sale of real estate of $29.5 million and $3.3 million, respectively. During the six months ended June 30, 2022, we sold two office buildings related to the Richardson Portfolio and recognized a gain on sale of $3.6 million.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Funds from Operations, Modified Funds from Operations and Adjusted Modified Funds from Operations

We believe that funds from operations (“FFO”) is a beneficial indicator of the performance of an equity REIT. We compute FFO in accordance with the current National Association of Real Estate Investment Trusts (“NAREIT”) definition. FFO represents net income, excluding gains and losses from sales of real estate assets (which can vary among owners of identical assets in similar conditions based on historical cost accounting and useful-life estimates), impairment losses on real estate assets, depreciation and amortization of real estate assets, and adjustments for unconsolidated entities. In addition, we elected the option to exclude mark-to-market changes in value recognized on equity securities in the calculation of FFO. We believe FFO facilitates comparisons of operating performance between periods and among other REITs. However, our computation of FFO may not be comparable to other REITs that do not define FFO in accordance with the NAREIT definition or that interpret the current NAREIT definition differently than we do. Our management believes that historical cost accounting for real estate assets in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market conditions, many industry investors and analysts have considered the presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. As a result, we believe that the use of FFO, together with the required GAAP presentations, provides a more complete understanding of our performance relative to our competitors and provides a more informed and appropriate basis on which to make decisions involving operating, financing, and investing activities.

Changes in accounting rules have resulted in a substantial increase in the number of non-operating and non-cash items included in the calculation of FFO. As a result, our management also uses modified funds from operations (“MFFO”) as an indicator of our ongoing performance as well as our dividend sustainability. MFFO excludes from FFO: acquisition fees and expenses (to the extent that such fees and expenses have been recorded as operating expenses); adjustments related to contingent purchase price obligations; amounts relating to straight-line rents and amortization of above- and below-market intangible lease assets and liabilities; accretion of discounts and amortization of premiums on debt investments; amortization of closing costs relating to debt investments; impairments of real estate-related investments; mark-to-market adjustments included in net income; and gains or losses included in net income for the extinguishment or sale of debt or hedges. We compute MFFO in accordance with the definition of MFFO included in the practice guideline issued by the Institute for Portfolio Alternatives (“IPA”) in November 2010 as interpreted by management. Our computation of MFFO may not be comparable to other REITs that do not compute MFFO in accordance with the current IPA definition or that interpret the current IPA definition differently than we do.

In addition, our management uses an adjusted MFFO (“Adjusted MFFO”) as an indicator of our ongoing performance, as well as our dividend sustainability. Adjusted MFFO provides adjustments to reduce MFFO related to operating expenses that are capitalized with respect to certain of our investments in undeveloped land.

We believe that MFFO and Adjusted MFFO are helpful as measures of ongoing operating performance because they exclude costs that management considers more reflective of investing activities and other non-operating items included in FFO. Management believes that excluding acquisition costs, prior to our early adoption of ASU No. 2017-01 on January 1, 2017, from MFFO and Adjusted MFFO provides investors with supplemental performance information that is consistent with management’s analysis of the operating performance of the portfolio over time, including periods after our acquisition stage. MFFO and Adjusted MFFO also exclude non-cash items such as straight-line rental revenue. Additionally, we believe that MFFO and Adjusted MFFO provide investors with supplemental performance information that is consistent with the performance indicators and analysis used by management, in addition to net income and cash flows from operating activities as defined by GAAP, to evaluate the sustainability of our operating performance. MFFO provides comparability in evaluating the operating performance of our portfolio with other non-traded REITs which typically have limited lives with short and defined acquisition periods and targeted exit strategies. MFFO, or an equivalent measure, is routinely reported by non-traded REITs, and we believe often used by analysts and investors for comparison purposes.

FFO, MFFO and Adjusted MFFO are non-GAAP financial measures and do not represent net income as defined by GAAP. Net income as defined by GAAP is the most relevant measure in determining our operating performance because FFO, MFFO and Adjusted MFFO include adjustments that investors may deem subjective, such as adding back expenses such as depreciation and amortization and the other items described above. Accordingly, FFO, MFFO and Adjusted MFFO should not be considered as alternatives to net income as an indicator of our current and historical operating performance. In addition, FFO, MFFO and Adjusted MFFO do not represent cash flows from operating activities determined in accordance with GAAP and should not be considered an indication of our liquidity. We believe FFO, MFFO and Adjusted MFFO, in addition to net income and cash flows from operating activities as defined by GAAP, are meaningful supplemental performance measures.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Although MFFO includes other adjustments, the exclusion of straight-line rent, the amortization of above- and below-market leases, amortization of premium or discount on bond and notes payable, mark to market foreign currency transaction adjustments and extinguishment of debt are the most significant adjustments for the periods presented. We have excluded these items based on the following economic considerations:

•Adjustments for straight-line rent. These are adjustments to rental revenue as required by GAAP to recognize contractual lease payments on a straight-line basis over the life of the respective lease. We have excluded these adjustments in our calculation of MFFO to more appropriately reflect the current economic impact of our in-place leases, while also providing investors with a useful supplemental metric that addresses core operating performance by removing rent we expect to receive in a future period or rent that was received in a prior period;

•Amortization of above- and below-market leases. Similar to depreciation and amortization of real estate assets and lease related costs that are excluded from FFO, GAAP implicitly assumes that the value of intangible lease assets and liabilities diminishes predictably over time and requires that these charges be recognized currently in revenue. Since market lease rates in the aggregate have historically risen or fallen with local market conditions, management believes that by excluding these charges, MFFO provides useful supplemental information on the realized economics of the real estate;

•Amortization of premium or discount on bond and notes payable. These are adjustments to interest expense as required by GAAP to recognize bond and notes payable discount and premiums on a straight-line basis over the life of the respective bond or notes payable. We have excluded these adjustments in our calculation of MFFO to appropriately reflect the current economic impact of our bond and notes payable and related interest expense;

•Loss or gain on extinguishment of debt. A loss or gain on extinguishment of debt, which includes prepayment fees related to the extinguishment of debt, represents the difference between the carrying value of any consideration transferred to the lender in return for the extinguishment of a debt and the net carrying value of the debt at the time of settlement. We have excluded the loss or gain from extinguishment of debt in our calculation of MFFO because these losses or gains do not impact the current operating performance of our investments and do not provide an indication of future operating performance; and

•Mark-to-market foreign currency transaction adjustments. The U.S. Dollar is our functional currency. Transactions denominated in currency other than our functional currency are recorded upon initial recognition at the exchange rate on the date of the transaction. After initial recognition, monetary assets and liabilities denominated in foreign currency are remeasured at each reporting date into the foreign currency at the exchange rate on that date. In addition, we have entered into foreign currency collars and foreign currency options that results in a foreign currency transaction adjustment. These amounts can increase or reduce net income. We exclude them from MFFO to more appropriately present the ongoing operating performance of our real estate investments on a comparative basis.

Adjusted MFFO includes adjustments to reduce MFFO related to real estate taxes, property insurance and financing costs which are capitalized with respect to certain of our investments in undeveloped land. We have included adjustments for the costs incurred necessary to bring these investments to their intended use, as these costs are recurring operating costs that are capitalized in accordance with GAAP and not reflected in our net (loss) income, FFO and MFFO. In addition, adjusted MFFO includes an adjustment for income tax provision. We believe excluding this item appropriately presents the ongoing operating performance of our real estate investments on a comparative basis.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Our calculation of FFO, which we believe is consistent with the calculation of FFO as defined by NAREIT, is presented in the following table, along with our calculations of MFFO and Adjusted MFFO, for the three and six months ended June 30, 2023 and 2022 (in thousands). No conclusions or comparisons should be made from the presentation of these periods.

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(57,475)	$	(9,019)	$	(77,056)	$	(13,775)
Depreciation of real estate assets	9,615		8,368		19,001		16,662
Impairment charges on real estate and related intangibles	18,926		—		36,589		—
Amortization of lease-related costs	2,495		5,730		5,157		10,000
(Gain) loss on sale of real estate (1)	(3,292)		175		(32,761)		(3,348)
Loss on real estate equity securities, net	4,089		20,070		16,122		27,591
Adjustments for noncontrolling interests - consolidated entities (2)	112		(287)		(70)		(584)
Adjustments for investments in unconsolidated entities (3)	10,872		2,021		7,368		2,933
FFO attributable to common stockholders	(14,658)		27,058		(25,650)		39,479
Straight-line rent and amortization of above- and below-market leases	(814)		(621)		(1,841)		(1,935)
Amortization of net premium/discount on bond and notes payable	1,082		1,477		2,185		2,255
Gain on extinguishment of debt	—		—		—		(2,367)
Unrealized gain on interest rate caps	(364)		(215)		(328)		(270)
Foreign currency transaction loss (gain), net	6,272		(23,833)		3,553		(31,098)
Adjustments for noncontrolling interests - consolidated entities (2)	(3)		(42)		(7)		(82)
Adjustments for investments in unconsolidated entities (3)	384		3,166		811		2,901
MFFO attributable to common stockholders	(8,101)		6,990		(21,277)		8,883
Other capitalized operating expenses (4)	(2,002)		(638)		(2,002)		(1,211)
Income tax provision	—		—		3,662		—
Adjusted MFFO attributable to common stockholders	$	(10,103)	$	6,352	$	(19,617)	$	7,672

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(1) Reflects an adjustment to eliminate pre-tax gain on sale of real estate.

(2) Reflects adjustments to eliminate the noncontrolling interest holders’ share of the adjustments to convert our net income (loss) attributable to common stockholders to FFO, MFFO and Adjusted MFFO.

(3) Reflects adjustments to add back our noncontrolling interest share of the adjustments and an impairment charge to an unconsolidated entity to convert our net income (loss) attributable to common stockholders to FFO, MFFO and Adjusted MFFO for our equity investments in unconsolidated entities.

(4) Reflects real estate taxes, property insurance and financing costs that are capitalized with respect to certain of our investments in undeveloped land and unconsolidated entity. During the periods in which we are incurring costs necessary to bring these investments to their intended use, certain normal recurring operating costs are capitalized in accordance with GAAP and not reflected in our net income (loss), FFO and MFFO.

FFO, MFFO and Adjusted MFFO may also be used to fund all or a portion of certain capitalizable items that are excluded from FFO, MFFO and Adjusted MFFO, such as tenant improvements, building improvements and deferred leasing costs. We expect FFO, MFFO and Adjusted MFFO to improve in future periods to the extent that we continue to lease up vacant space and acquire additional assets. We expect FFO, MFFO and Adjusted MFFO to decrease as a result of dispositions.

Distributions

There were no distributions declared for the six months ended June 30, 2023. Our net loss attributable to common stockholders for the six months ended June 30, 2023 was $77.1 million and our cash flows used in operations were $9.4 million. Our cumulative distributions paid and net loss attributable to common stockholders from inception through June 30, 2023 were $572.8 million. We have funded our cumulative distributions paid, which includes net cash distributions and distributions reinvested by stockholders, with prior period cash flow from operating activities in excess of distributions paid and with cash from gains realized from the disposition of properties. To the extent that we pay distributions from sources other than our cash flow from operations or gains from asset sales, we will have fewer funds available for investment in real estate-related loans, opportunistic real estate, real estate-related debt securities, real estate equity securities and other real estate-related investments, the overall return to our stockholders may be reduced and subsequent investors may experience dilution.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (continued)

Critical Accounting Policies

Our consolidated interim financial statements have been prepared in accordance with GAAP and in conjunction with the rules and regulations of the SEC. The preparation of our financial statements requires significant management judgments and assumptions, requires estimates about matters that are inherently uncertain and which are important for understanding and evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses. A discussion of the accounting policies that management considers critical in that they involve significant management judgments, assumptions and estimates is included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC. There have been no significant changes to our policies during 2023.

Subsequent Events

We evaluate subsequent events up until the date the consolidated financial statements are issued.

110 William

On July 5, 2023, in exchange for the Company’s 77.5% preferred interest ownership percentage in 110 William Joint Venture, the Company agreed to make future capital contributions of up to $105.0 million to fund expenditures and improvements (the “Capital Contributions”). The 110 William Joint Venture also converted a mezzanine loan encumbering the property of approximately $85.7 million between 110 William Mezz III, LLC, an indirect subsidiary of 110 Williams Joint Venture, as a borrower and Invesco CMI Investments 110 William, LLC (“Invesco”) as lender, into Invesco’s 22.5% preferred equity interest in the 110 William Joint Venture. As part of the restructuring, SREF III 110 William JV, LLC’s previous 40% membership interest was diluted in exchange for contingent consideration of 10% of net cash received. Following the buyout of SREF III 110 William JV, LLC, the Company held 100% of the common interests in the joint venture for contributed capital.

110 William Joint Venture entered into an amended loan agreement, which restructured the original loan of $248.7 million (the “Original Loan”), and increased the supplemental loan by $56.7 million (the “Supplemental Loan”). The initial maturity date of the Original Loan and the Supplemental Loan is July 5, 2026, although the maturity date may be extended. The interest rate with respect to the Original Loan is the sum of SOFR plus a spread beginning at 2% and increasing up to 3% during the term of the loan and any extension period, and the interest rate with respect to the Supplemental Loan is the sum of SOFR plus a spread beginning at 3% and increasing up to 3.5% during the term of the loan and any extension period. Pacific Oak SOR Properties, LLC, an indirect subsidiary of the Company is the guarantor for all debt service under the amended loan agreement and the Capital Contributions.

Series C Bonds

On July 6, 2023, Pacific Oak SOR BVI, completed a public offering to Israeli investors, of 319.6 million Israeli new Shekels (approximately $86.4 million) of Series C bonds (the “Series C Bonds”). The Series C Bonds were issued and registered with the Tel Aviv Stock Exchange on July 9, 2023. The terms of the Series C Bonds are governed by a deed of trust, containing various financial covenants, among Pacific Oak SOR BVI and Reznik Paz Nevo Trusts Ltd., as trustee. The notes will bear interest at the rate of 9% per year. The Series C Bonds mature on June 30, 2026 and are collateralized by real estate held for investment.

On July 17, 2023, Pacific Oak SOR BVI issued additional Series C bonds in the amount of 20.7 million Israeli new Shekels par value (the “Series C Expansion”). The Series C Expansion was issued at a 1.0% discount, resulting in a total consideration of 20.5 million Israeli new Shekels (approximately $5.6 million). The Series C Expansion has an equal level of security, pari passu, amongst themselves and between them and the Series C Bonds, without any right of precedence or preference between any of them. The deed of trust that governs the terms of the Series C Bonds and Series C Expansion contains various financial covenants.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency and Interest Rate Risk

Certain transactions, assets, and liabilities are exposed to foreign currency risk. We monitor our foreign currency exposures to maximize the economic effectiveness of our foreign currency positions, including hedges. Principal currency exposure is Israeli New Shekel; in particular, we are exposed to the effects of foreign currency changes in Israel with respect to the Series B Debentures, the Series C Bonds and Series C Expansion issued to investors in Israel.

In addition, we are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity, fund distributions and to fund the refinancing of our real estate investment portfolio and operations. We may also be exposed to the effects of changes in interest rates as a result of the acquisition and origination of mortgage, mezzanine, bridge and other loans and the acquisition of real estate securities. Our profitability and the value of our investment portfolio may be adversely affected during any period as a result of interest rate changes and foreign currency changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings, prepayment penalties and cash flows and to lower overall borrowing costs. We may manage interest rate risk by maintaining a ratio of fixed rate, long-term debt such that floating rate exposure is kept at an acceptable level. In addition, we may utilize a variety of financial instruments, including interest rate caps, floors, and swap agreements, in order to limit the effects of changes in interest rates on our operations. In order to limit the effects of changes in foreign currency on our operations, we may utilize a variety of foreign currency hedging strategies such as cross currency swaps, forward contracts, puts or calls. When we use these types of derivatives to hedge the risk of interest-earning assets or interest-bearing liabilities, we may be subject to certain risks, including the risk that losses on a hedge position will reduce the funds available for payments to holders of our common stock and the risk that the losses may exceed the amount we invested in the instruments. Additionally, certain of these strategies may cause us to fund a margin account periodically to offset changes in foreign currency rates which may also reduce the funds available for payments to holders of our common stock.

As of June 30, 2023, we held 39.8 million Israeli new Shekels and 24.7 million Israeli new Shekels in cash and restricted cash, respectively. In addition, as of June 30, 2023, we had bonds outstanding and the related interest payable in the amounts of 1.2 billion Israeli new Shekels and 19.1 million Israeli new Shekels, respectively. Foreign currency exchange rate risk is the possibility that our financial results could be better or worse than planned because of changes in foreign currency exchange rates. Based solely on the remeasurement for the six months ended June 30, 2023, if foreign currency exchange rates were to increase or decrease by 10%, our net income would increase or decrease by approximately $23.5 million and $37.5 million, respectively, for the same period.

We borrow funds at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. As of June 30, 2023, the fair value of our Series B Debentures was $296.4 million and the outstanding principal balance was $314.1 million. As of June 30, 2023, excluding the Series B Debentures, the fair value of our fixed rate debt was $219.7 million and the outstanding principal balance of our fixed rate debt was $233.5 million. The fair value estimate of the Series B Debentures was calculated using the quoted bond price as of June 30, 2023 on the Tel Aviv Stock Exchange of 95.99 Israeli new Shekels, respectively. The fair value estimate of our fixed rate debt was calculated using a discounted cash flow analysis utilizing rates we would expect to pay for debt of a similar type and remaining maturity if the loans were originated as of June 30, 2023. As we expect to hold our fixed rate instruments to maturity and the amounts due under such instruments would be limited to the outstanding principal balance and any accrued and unpaid interest, we do not expect that fluctuations in interest rates, and the resulting changes in fair value of our fixed rate instruments, would have a significant impact on our operations.

Conversely, movements in interest rates on variable rate debt would change our future earnings and cash flows, but would not significantly affect the fair value of those instruments. However, changes in required risk premiums would result in changes in the fair value of floating rate instruments. As of June 30, 2023, we had entered into three separate interest rate caps with an aggregate notional of $156.6 million which effectively limits our exposure to increases in one-month SOFR above certain thresholds. Based on interest rates as of June 30, 2023, if interest rates were 100 basis points higher or lower during the 12 months ending June 30, 2022, interest expense on our variable rate debt would increase or decrease by $2.8 million and $5.3 million, respectively.

The weighted-average interest rates of our fixed rate debt and variable rate debt as of June 30, 2023 were 4.1% and 7.5%, respectively. The interest rate and weighted-average interest rate represent the actual interest rate in effect as of June 30, 2023 (consisting of the contractual interest rate and the effect of contractual floor rates, if applicable), using interest rate indices as of June 30, 2023 where applicable.

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PART I. FINANCIAL INFORMATION (CONTINUED)

Item 3. Quantitative and Qualitative Disclosures about Market Risk (continued)

We are exposed to financial market risk with respect to our real estate equity securities. Financial market risk is the risk that we will incur economic losses due to adverse changes in our real estate equity security prices. Our exposure to changes in real estate equity security prices is a result of our investment in these types of securities. Market prices are subject to fluctuation and, therefore, the amount realized in the subsequent sale of an investment may significantly differ from the reported market value. Fluctuation in the market prices of a real estate equity security may result from any number of factors, including perceived changes in the underlying fundamental characteristics of the issuer, the relative price of alternative investments, interest rates, default rates and general market conditions. In addition, amounts realized in the sale of a particular security may be affected by the relative quantity of the real estate equity security being sold. We do not currently engage in derivative or other hedging transactions to manage our real estate equity security price risk. As of June 30, 2023, we owned real estate equity securities with a book value of $30.5 million. Based solely on the prices of real estate equity securities as of June 30, 2023, if prices were to increase or decrease by 10%, our net income would increase or decrease by approximately $3.1 million.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon, and as of the date of, the evaluation, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of the end of the period covered by this report to ensure that information required to be disclosed in the reports we file and submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported as and when required. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file and submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

In addition to the risk factor discussed below, please see the risks discussed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the period ended March 31, 2023, each as filed with the SEC.

In certain cases, financings for our investments may be recourse to us.

Generally, commercial real estate financings are structured as nonrecourse to the borrower. However, lenders customarily will require that a creditworthy parent entity enter so-called “recourse carveout” guarantees. For example, a lender might require guarantees from the guarantors for the completion of tenant improvements, payment of the guarantor’s obligation, or against certain bad acts. In addition, certain guarantees typically provide that the loan will be a full personal recourse obligation of the guarantor, for certain actions.

The change in the value of Israeli currency may materially and adversely affect our results of operations and financial condition.

On February 16, 2020, Pacific Oak Strategic Opportunity BVI issued 254.1 million Israeli new Shekels (approximately $74.1 million as of February 16, 2020) of Series B Debentures to Israeli investors pursuant to a public offering, which bonds are denominated in Israeli new Shekels. The Series B Debentures bear interest at the rate of 3.93% per year. The Series B Debentures have principal installment payments equal to 33.33% of the face amount of the Series B Debentures on January 31st of each year from 2024 to 2026. Pacific Oak Strategic Opportunity BVI issued additional Series B Debentures subsequent to the initial issuance and as of June 30, 2023, 1.2 billion Israeli new Shekels (approximately $314.1 million as June 30, 2023) were outstanding.

On July 6, 2023, Pacific Oak SOR BVI, completed a public offering to Israeli investors, of 319.6 million Israeli new Shekels (approximately $86.4 million) Series C Bonds. The Series C Bonds were issued and registered with the Tel Aviv Stock Exchange on July 9, 2023. The terms of the Series C Bonds are governed by a deed of trust, among Pacific Oak SOR BVI and Reznik Paz Nevo Trusts Ltd., as trustee. The notes will bear interest at the rate of 9% per year. The Series C Bonds mature on June 30, 2026 and are collateralized by land. On July 17, 2023, Pacific Oak SOR BVI issued additional Series C bonds in the amount of 20.7 million Israeli new Shekels par value. The Series C Bonds were issued at a 1.0% discount, resulting in a total consideration of 20.5 million Israeli new Shekels (approximately $5.6 million). The additional Series C Expansion has an equal level of security, pari passu, amongst themselves and between them and the Series C Bonds, without any right of precedence or preference between any of them. The deed of trust that governs the terms of the Series C Bonds and Series C Expansion contains various financial covenants.

As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between Israeli new Shekels and U.S. Dollars. More specifically, a significant change in the value of the Israeli new Shekels may have an adverse effect on our results of operations and financial condition. We have attempted to mitigate this foreign currency risk by using derivative contracts. However, there can be no assurance that those attempts to mitigate foreign currency risk will ultimately be successful.

Uncertain market conditions could cause us to sell our real estate investments or investments in unconsolidated entities at a loss in the future.

We intend to hold our real estate investments and investments in unconsolidated entities until such time as we determine that a sale or other disposition appears to be advantageous to achieve our investment objectives. We may exercise discretion as to whether and when to sell an investment, and we will have no obligation to sell at any particular time. We generally intend to hold our investments for an extended period of time, and we cannot predict with any certainty the various market conditions affecting real estate investments that will exist at any particular time in the future. Because of the uncertainty of market conditions that may affect the future disposition of our investments, we may not be able to sell our investments at a profit in the future or at all. In addition, if we are unable to access the capital markets for financing in the future, we may need to sell some of our investments to raise capital. We may incur prepayment penalties in the event that we sell a property subject to a mortgage earlier than we otherwise had planned. Additionally, we could be forced to sell our investments at inopportune times which could result in us selling the affected investment at a substantial loss. Any inability to sell a property could adversely impact our ability to make debt payments as they come due.

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PART II. OTHER INFORMATION (CONTINUED)

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

a)During the period covered by this Form 10-Q, we did not sell any equity securities that were not registered under the Securities Act of 1933, as amended.

b)Not applicable.

c)We have adopted a share redemption program that may enable stockholders to sell their shares to us in limited circumstances.

Pursuant to the share redemption program there are several limitations on our ability to redeem shares:

•Unless the shares are being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” (each as defined under the share redemption program), we may not redeem shares until the stockholder has held the shares for one year.

•During any calendar year, we may redeem no more than 5% of the weighted-average number of shares outstanding during the prior calendar year.

•We have no obligation to redeem shares if the redemption would violate the restrictions on distributions under Maryland law, which prohibits distributions that would cause a corporation to fail to meet statutory tests of solvency.

•During any calendar year, we may redeem only the number of shares that we can purchase with the amount of net proceeds from the sale of shares under our dividend reinvestment plan during the prior calendar year; provided, however, that this limit may be increased or decreased by us upon ten business days’ notice to our stockholders. To the extent that we redeem less than the number of shares that we can purchase in any calendar year with the amount of net proceeds from the sale of shares under our dividend reinvestment plan during the prior calendar year plus any additional funds approved by us, such excess capacity to redeem shares during any calendar year shall be added to our capacity to otherwise redeem shares during the subsequent calendar year. We indefinitely suspended the dividend reinvestment plan as of March 28, 2023. Furthermore, during any calendar year, once we have received requests for redemptions, whether in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”, or otherwise, that if honored, and when combined with all prior redemptions made during the calendar year, would result in the amount of remaining funds available for the redemption of additional shares in such calendar year being $1.0 million or less, the last $1.0 million of available funds shall be reserved exclusively for shares being redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence.” To the extent that, in the last month of any calendar year, the amount of redemption requests in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” is less than the amount of available funds reserved for such redemptions in accordance with the previous sentence, any excess funds may be used to redeem shares not in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence” during such month.

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PART II. OTHER INFORMATION (CONTINUED)

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds (Continued)

•We may not redeem more than $3.0 million of shares in a given quarter (excluding shares redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”). To the extent that, in a given fiscal quarter, we redeem less than the sum of (a) $3.0 million of shares (excluding shares redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”) and (b) any excess capacity carried over to such fiscal quarter from a prior fiscal quarter as described below, any remaining excess capacity to redeem shares in such fiscal quarter will be added to our capacity to otherwise redeem shares (excluding shares redeemed in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence”) during succeeding fiscal quarter. We may increase or decrease this limit upon ten business days’ notice to stockholders.

We may amend, suspend or terminate the program upon ten business days’ notice to our stockholders. We may provide notice to our stockholders by including such information in a Current Report on Form 8-K or in our annual or quarterly reports, all publicly filed with the SEC, or by a separate mailing to our stockholders.

•During the six months ended June 30, 2023, we fulfilled redemption requests eligible for redemption under our share redemption program and received in good order and funded redemptions under our share redemption program with cash on hand. We redeemed shares pursuant to our share redemption program as follows:

Month	Total Number<br><br>of Shares Redeemed	Average Price Paid<br><br>Per Share (1)		Approximate Dollar Value of Shares Available That May Yet Be Redeemed Under the Program
January 2023	75,025	$	10.50	(2)
February 2023	25,954	$	10.50	(2)
March 2023	42,806	$	10.50	(2)
April 2023	47,885	$	10.50	(2)
May 2023	47,410	$	10.50	(2)
June 2023	66,907	$	10.50	(2)
Total	305,987

_____________________

(1) On December 2, 2022, our board of directors approved an estimated value per share of our common stock of $10.50. The change in the redemption price became effective for the January 2023 redemption date and is effective until the estimated value per share is updated. We expect to update our estimated value per share no later than December 2023.

(2) We limit the dollar value of shares that may be redeemed under the program as described above. During the six months ended June 2023, we redeemed $3.2 million of common stock under the program, which represented all redemption requests received in good order and eligible for redemption through the June 2023 redemption date, except for the $146.8 million of shares in connection with redemption requests not made upon a stockholder’s death, “qualifying disability” or “determination of incompetence,” which redemption requests will be fulfilled subject to the limitations described above. Based on the Twelfth SRP, we had $1.4 million available for redemptions in the remainder of 2023, as of June 30, 2023, and on May 11, 2023 and August 10, 2023, our board of directors approved additional $2.0 million and 4.0 million, respectively, all of which are in connection with a stockholders’ death, “qualifying disability” or “determination of incompetence,” subject to the limitations described above.

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PART II. OTHER INFORMATION (CONTINUED)

Item 3. Defaults upon Senior Securities

As of June 30, 2023, we had two outstanding mortgage loans which were past due. See Note 5 to our accompanying condensed notes to consolidated financial statements.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

Pursuant to the Twelfth Amended and Restated Share Redemption Program, on August 10, 2023, our board of directors approved an additional $4.0 million of funds available for redemptions in connection with a stockholder’s death, “qualifying disability” or “determination of incompetence,” which will carry forward until depleted.

Item 6. Exhibits

Ex.	Description
3.1	Second Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed February 4, 2010
3.2	Articles of Amendment, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed November 1, 2019
3.3	Articles of Amendment, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 23, 2019
3.4	Fourth Amended and Restated Bylaws, incorporated by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K filed March 30, 2023
4.1	Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates), incorporated by reference to Exhibit 4.2 to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-11, Commission File No. 333-156633 filed February 25, 2009
4.2	Fifth Amended and Restated Dividend Reinvestment Plan, incorporated by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed May 14, 2015
10.1	Agreement of Lease between the City of New York Department of Citywide Administrative Services, 1 Center Street, 20th Floor North, New York, New York 10007 & 110 William Property Investors III, LLC c/o Savanna, 430 Park Avenue, 12th Floor, New York, NY 10022, dated June 27, 2023
10.2	Supplemental Building Loan Agreement between 110 William Property Investors III, LLC, as Borrower, Lenders Signatory Hereto from Time to Time, as Lenders, and Deutsche Pfandbriefbank AG as Administrative Agent and Lender, dated July 5, 2023
10.3	Amended and Restated Limited Liability Company Agreement of Pacific Oak SOR SREF III 110 William, LLC (f/k/a KBS SOR SREF III 110 William, LLC) effective as of July 5, 2023
10.4	Amended and Restated Senior Loan Agreement dated as of July 5, 2023, between 110 William Property Investors III, LLC, as Borrower, Lenders Signatory Hereto from Time to Time, as Lenders, and Deutsche Pfandbriefbank AG, as Administrative Agent and Lender
10.5	Guaranty of Interest and Carry Costs as of July 5, 2023 by Pacific Oak SOR Properties, LLC
10.6	Completion Guaranty as of July 5, 2023 by Pacific Oak SOR Properties, LLC
10.7	Funding Guaranty as of July 5, 2023 by Pacific Oak SOR Properties, LLC
10.8	Guaranty of Recourse Obligations as of July 5, 2023 by Pacific Oak SOR Properties, LLC
10.9	Membership Interest Purchase Agreement as of July 5, 2023 by and between Pacific Oak SOR 110 William JV, LLC (f/k/a KBS SOR 110 William JV, LLC), SREF III 110 William JV, LLC, and Pacific Oak SOR SREF III 110 William, LLC (f/k/a KBS SOR SREF III 110 William, LLC)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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PART II. OTHER INFORMATION (CONTINUED)

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Twelfth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.5 to the Company's Current Report on Form 8-K filed December 4, 2020
99.2	Amendment No. 1 to the Twelfth Amended and Restated Share Redemption Program, incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed August 6, 2021
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.
Date:	August 11, 2023	By:	/S/ KEITH D. HALL
			Keith D. Hall
			Chief Executive Officer and Director
			(principal executive officer)
Date:	August 11, 2023	By:	/S/ MICHAEL A. BENDER
			Michael A. Bender
			Chief Financial Officer
			(principal financial officer)

a110williamstacs62723fin

LEASE BETWEEN THE CITY OF NEW YORK DEPARTMENT OF CITYWIDE ADMINISTRATIVE SERVICES 1 CENTRE STREET, 20TH FLOOR NORTH NEW YORK, NEW YORK 10007 & 110 WILLIAM PROPERTY INVESTORS III, LLC C/O SAVANNA 430 PARK AVENUE, 12TH FLOOR NEW YORK, NY 10022 Premises Location: 110 William Street (Block 77, Lot 8) Borough of Manhattan Demised Premises: Partial Sub-Cellar, Cellar, Ground, Lobby, 14th, and 18th Floors and Entire 2nd, 3rd, 4th, 5th, 6th, 7th, 8th, 9th, 10th, 11th, 12th, 17th, 21st, 22nd, 23rd, 25th, 26th, 27th, 28th, 29th, and 30th Floors, to be used by the New York City Administration for Children’s Services ______________________________________________________________________________ ***** LEASE NO. ________ Reviewed by: Attorney_______________________________________ Date__________ Negotiator______________________________________ Date__________ Exec. Dir., Leasing & Acquisitions, RES________________ Date__________ Upper Management, Workplace Strategy, RES_________ Date__________ Dir/Asst. Dir., D&PM_______________________________ Date__________ Exec. Dir., D&PM, RES______________________________ Date__________ 5-9-23 5-10-23 5/11/2023 05/12/23 5-10-23 i INDEX PAGE ARTICLE 1 EFFECTIVE DATE; TERM ...............................................................................3 ARTICLE 2 RENT ...................................................................................................................4 ARTICLE 3 OPTION TO TERMINATE ................................................................................6 ARTICLE 4 OPERATING EXPENSE AND TAX ESCALATIONS .....................................9 ARTICLE 5 LANDLORD’S INTEREST IN DEMISED PREMISES................................ ..21 ARTICLE 6 ALTERATIONS AND IMPROVEMENTS...................................................... 21 ARTICLE 7 CERTIFICATE OF OCCUPANCY; COMPLIANCE WITH LAWS .......... .38 ARTICLE 8 REAL ESTATE TAXES, ASSESSMENTS, WATER RATES, SEWER RENTS, ARREARS ................................................................................................................ 41 ARTICLE 9 LANDLORD'S SERVICES; SIGNAGE ........................................................... 42 ARTICLE 10 ELECTRICITY ............................................................................................. ..51 ARTICLE 11 ALTERATIONS BY TENANT ....................................................................... 53 ARTICLE 12 END OF TERM ............................................................................................. ..55 ARTICLE 13 REPAIRS ......................................................................................................... 55 ARTICLE 14 CONDEMNATION ......................................................................................... 60 ARTICLE 15 DESTRUCTION BY FIRE OR OTHER CASUALTY .................................. 61 ARTICLE 16 NO EMPLOYEE OF CITY HAS ANY INTEREST IN LEASE ................... 63 ARTICLE 17 QUIET ENJOYMENT .................................................................................... 63 ARTICLE 18 ACCESS BY DISABLED PERSONS ............................................................. 63 ARTICLE 19 SUBORDINATION AND NON-DISTURBANCE ......................................... 63 ARTICLE 20 HOLDOVER TENANCY ................................................................................ 64 ARTICLE 21 NOTICES ......................................................................................................... 65 ARTICLE 22 UNAVOIDABLE DELAY ............................................................................... 67 ARTICLE 23 INDEMNITY; SAVE HARMLESS ................................................................ 68 ARTICLE 24 INVESTIGATIONS ......................................................................................... 69 ARTICLE 25 SIGNIFICANT RELATED PARTY TRANSACTIONS ............................... 71 ARTICLE 26 ASBESTOS; HAZARDOUS MATERIALS; MOLD ..................................... 72 ARTICLE 27 LANDLORD’S REPRESENTATIONS .......................................................... 74 ARTICLE 28 NO WAIVER ................................................................................................... 74 ARTICLE 29 BROKERAGE ................................................................................................. 75 ARTICLE 30 LANDLORD’S EXCULPATION; TRANSFER OF LANDLORD’S INTEREST .............................................................................................................................. 75 ARTICLE 31 OPTION TO RENEW ..................................................................................... 76 ARTICLE 32 DEFAULT; REMEDIES OF LANDLORD;WAIVER OF REDEMPTION. 78 ARTICLE 33 INSURANCE ................................................................................................... 80 ARTICLE 34 USE; ASSIGNMENT AND SUBLETTING ................................................... 81 ii ARTICLE 35 ESTOPPEL CERTIFICATE .......................................................................... 84 ARTICLE 36 BUILDING RULES ......................................................................................... 84 ARTICLE 37 ACCESS AND BUILDING ALTERATIONS .............................................. ..85 ARTICLE 38 RIGHT OF FIRST OFFER ............................................................................. 85 ARTICLE 39 MISCELLANEOUS ........................................................................................ 88 ARTICLE 40 APPLICABLE LAW ....................................................................................... 92 ARTICLE 41 LEASE ENTIRE AGREEMENT .................................................................... 92 EXHIBITS: EXHIBIT A: FLOOR PLANS EXHIBIT B: SCHEDULE OF OPERATING EXPENSES EXHIBIT C: PRELIMINARY PLANS EXHIBIT D: TENANT’S SCOPE OF WORK EXHIBIT E: LANDLORD’S SCOPE OF WORK EXHIBIT F: GUIDE FOR DESIGN CONSULTANTS (MARCH 2021 REV.) EXHIBIT G: SECTION 6-130 CERTIFICATE EXHIBIT H: CLEANING SPECIFICATIONS EXHIBIT I: SIGNAGE LOCATIONS EXHIBIT J: BUILDING RULES AND REGULATIONS FOR CONTRACTORS EXHIBIT K: [INTENTIONALLY OMITTED] EXHIBIT L: SNDA EXHIBIT M: ACM LETTER EXHIBIT N: PROHIBITED USES EXHIBIT O: LOBBY DESK LOCATION EXHIBIT P: BUILDING RULES AND REGULATIONS 1 THE CITY OF NEW YORK DEPARTMENT OF CITYWIDE ADMINISTRATIVE SERVICES DIVISION OF REAL ESTATE SERVICES 1 CENTRE STREET, 20TH FLOOR NORTH NEW YORK, NEW YORK 10007 This AGREEMENT OF LEASE (the “Lease”) is made as of the 27th day of June, 2023, by and between 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company, as landlord (hereinafter designated as “Landlord”), whose address is c/o Savanna, 430 Park Avenue, 12th Floor, New York, New York 10022, and THE CITY OF NEW YORK, a municipal corporation, as tenant (hereinafter designated as “Tenant”), acting through the Department of Citywide Administrative Services (“DCAS”), with an address at 1 Centre Street, 20th Floor North, New York, New York 10007. W I T N E S S E T H: WHEREAS, the parties hereto desire to enter into a lease of (per Landlord’s measurement) approximately 640,744 rentable square feet of space in the building at 110 William Street (Block 77, Lot 8) in the Borough of Manhattan (the “Building”), upon the terms and conditions set forth herein; and WHEREAS, the City Planning Commission has approved the leasing of the aforesaid premises on December 20, 2022 (Calendar No. 8) pursuant to §195 of the New York City Charter, and the City Council did not disapprove the proposed leasing of the aforesaid premises; and WHEREAS, Landlord acknowledges that the Tenant program that will occupy the Demised Premises (defined below) is currently located at 150 William Street in Manhattan (such premises occupied by Tenant thereunder being the “150 William Premises”); and WHEREAS, this Lease is subject to public hearing and Mayoral approval pursuant to Section 824(a) of the New York City Charter, said hearing to be scheduled subsequent to the execution by Landlord of this Lease; and WHEREAS, this Lease may be executed by the Deputy Commissioner of the Department of Citywide Administrative Services after public hearing and Mayoral approval pursuant to §824(a) of the New York City Charter and subject to approval as to form by the Corporation Counsel of the City of New York; and WHEREAS, Landlord represents that it has authorized the execution of this Lease by the undersigned managing member of Landlord. NOW, THEREFORE, Landlord hereby leases to Tenant and Tenant hereby hires from Landlord the following described premises (hereinafter referred to collectively as the “Demised Premises”): an aggregate that is deemed to be (per Landlord’s measurement) 640,744 rentable square feet (“RSF”) of lobby, cellar, and office space within the Building consisting of (in each case, excluding mechanical and electrical closets servicing the Building, elevator shafts and support columns, notwithstanding anything to the contrary contained in this Lease including, but

2 not limited to, the floor plans attached hereto and which amount is based (and the amounts set forth below are based) on the Real Estate Board of New York Recommended Method of Floor Measurement for Office Buildings effective January 1, 1987 (as amended in 2003) applicable to measuring usable area, with a 27% loss factor for a full floor applied to the resulting number of usable square feet (“REBNY Measurement Standard”)): (1) part of the sub-cellar comprising approximately 81 RSF; (2) a second part of the sub-cellar comprising approximately 254 RSF; (3) part of the lobby comprising approximately 108 RSF; (4) part of the cellar comprising approximately 5,988 RSF; (5) part of the ground floor comprising approximately 2,762 RSF; (3) a second part of the ground floor comprising approximately 1,009 RSF; (4) a third part of the ground floor comprising approximately 7,795 RSF; (5) the entire 2nd floor comprising approximately 38,872 RSF; (6) the entire 3rd floor comprising approximately 40,140 RSF; (7) the entire 4th floor comprising approximately 40,179 RSF; (8) the entire 5th floor comprising approximately 40,234 RSF; (9) the entire 6th floor comprising approximately 40,252 RSF; (10) the entire 7th floor comprising approximately 40,375 RSF; (11) the entire 8th floor comprising approximately 40,275 RSF; (12) the entire 9th floor comprising approximately 39,835 RSF; (13) the entire 10th floor comprising approximately 40,176 RSF; (14) the entire 11th floor comprising approximately 35,988 RSF; (15) the entire 12th floor comprising approximately 28,849 RSF; (16) part of the 14th floor comprising approximately 4,579 RSF; (17) the entire 17th floor comprising approximately 35,848 RSF; (18) part of the 18th floor comprising approximately 13,403 RSF; (18) the entire 21st floor comprising approximately 19,064 RSF; (19) the entire 22nd floor comprising approximately 17,677 RSF; (20) the entire 23rd floor comprising approximately 17,604 RSF; (21) the entire 25th floor comprising approximately 17,499 RSF; (22) the entire 26th floor comprising approximately 15,479 RSF; (23) the entire 27th floor comprising approximately 15,533 RSF; (24) the entire 28th floor comprising approximately 15,522 RSF; (25) the entire 29th floor comprising approximately 13,954 RSF; and (26) the entire 30th floor comprising approximately 11,410 RSF. Landlord and Tenant agree that such measurements are for reference purposes only and that the actual square footage of the Demised Premises or portions thereof shall not affect the Base Rent or Additional Rent to be paid under this Lease except in the event of a partial termination in accordance with the terms of this Lease or condemnation and then only with respect to the floor, floors and/or portions of floors of the Building affected by such termination or taking. All calculations of RSF called for under the Lease (including, without limitation, Article 14 and Article 15) shall be determined using the REBNY Measurement Standard as of the Effective Date. The Demised Premises shall be used by the New York City Administration for Children’s Services (“ACS”) for (i) with respect to a part of the ground floor portion of the 3 Demised Premises that is facing William Street, a private lobby for ACS’ use only (and no other tenants or occupants of the Building) for ACS and its clients to enter the Building and access the Demised Premises via stairs and elevators as further described in Section 9(A)(3); (ii) with respect to all portions of the Demised Premises other than the lobby referenced above, administrative, executive and general offices and for uses ancillary thereto (specifically including, but not limited to, storage, showering, bicycle parking, and locker uses), or (iii) with respect to the entire Demised Premises, for such other similar purposes as the Commissioner of the Department of Citywide Administrative Services may determine, subject, however, to the terms and conditions set forth in this Lease including, without limitation, Section 34(A)(2). Notwithstanding the foregoing, the installation of showers in the Demised Premises shall be subject to and conditioned upon receipt of all governmental approvals for the installation and use of such showers (collectively, the “Shower Approvals”) including, without limitation, unconditional approval of the Buildings Department (defined in Article 6) of the applicable CCD1 application. Provided Landlord properly files for the Shower Approvals, Landlord’s failure to obtain the Shower Approvals shall not give Tenant the right to terminate this Lease or in any way diminish Tenant’s obligations under this Lease or result in any diminution, abatement, offset or credit of or against the Rent payable by Tenant. Landlord acknowledges that Tenant will have clients visiting the Demised Premises on a routine basis and accordingly ACS’ use of the Demised Premises may increase the occupancy or visitor traffic from time to time beyond regular office usage. The floor plans of the Demised Premises are identified by hatching on Exhibit A, which is attached hereto and made a part of this Lease. Tenant shall have, as appurtenant to the Demised Premises, the non-exclusive right to use in common with other tenants and occupants, those portions of the common areas of the Building that are intended to be accessed, used and enjoyed by and for the common benefit of all tenants and occupants of the Building (“Common Areas”) in accordance with the terms of this Lease. ARTICLE 1 EFFECTIVE DATE; TERM A. The effective date of this Lease (“Effective Date”) shall be the date when this Lease shall have been executed and delivered by Landlord and Tenant. B. It is understood and agreed that Landlord shall achieve Substantial Completion (defined in Article 6) and deliver the Demised Premises to Tenant in three (3) portions (each portion of the Demised Premises being a “Tranche” and all three portions collectively the “Tranches”). The first Tranche that Landlord shall deliver to Tenant (the “First Tranche”) shall consist of the portions of the Demised Premises located on the sub-cellar (both portions), cellar, lobby, ground floor (all three such portions), 2nd, 3rd, 4th, 5th, 18th (partial), and 23rd floors. The second Tranche that Landlord shall deliver to Tenant (the “Second Tranche”) shall consist of the portions of the Demised Premises located on the 6th, 7th, 8th, 11th, 14th (partial), 17th, 21st, and 22nd floors. The third and final Tranche that Landlord shall deliver to Tenant (the “Third Tranche”) shall consist of the portions of the Demised Premises located on the 9th, 10th, 12th, 25th, 26th, 27th, 28th, 29th, and 30th floors. C. (1) The term of this Lease (the “Term”) shall commence upon the date that Landlord has achieved Substantial Completion of the Work for the First Tranche as determined by the Design and Project Management Unit (“D&PM”) of DCAS in accordance with the terms of Article 6 (the “Commencement Date”) and shall expire at 11:59 p.m. of the day (the “Expiration 4 Date”) immediately preceding the earliest to occur of (x) the twentieth (20th) anniversary of the Final Substantial Completion Date (defined in Article 6) and (y) the twenty-first (21st) anniversary of the Commencement Date, unless sooner terminated or extended, as provided herein. The term “Initial Term” shall refer to the portion of the Term of this Lease commencing on the Commencement Date and ending on the Expiration Date. The Commencement Date as established by D&PM’s determination of the date that Landlord has achieved Substantial Completion of the Work for the First Tranche may be subject to subsequent adjustment pursuant to arbitration in accordance with the terms of Section 6(A)(9)(vi). In addition, the Expiration Date, if established pursuant to clause (x) above, may also be subject to subsequent adjustment pursuant to arbitration in accordance with the terms of Section 6(A)(9)(vi). (2) Notwithstanding anything to the contrary, the Second Tranche and Third Tranche shall not become a part of the Demised Premises and, accordingly, Landlord and Tenant shall neither be entitled to any of their rights nor subject to any of their liabilities and obligations that arise upon the commencement of the term of this Lease for the Second Tranche and Third Tranche until the Second Tranche Commencement Date and the Third Tranche Commencement Date each respectively occur. The term “Second Tranche Commencement Date” refers to the Substantial Completion Date of the Work for the Second Tranche. The Second Tranche Commencement Date as established by D&PM’s determination of the date that Landlord has achieved Substantial Completion of the Work for the Second Tranche may be subject to subsequent adjustment pursuant to arbitration in accordance with the terms of Section 6(A)(9)(vi). The term “Third Tranche Commencement Date” refers to the date of the earlier to occur of (i) physical occupancy by Tenant of all or any part of the Third Tranche for the use contemplated in Article 34 (which, for the avoidance of doubt, does not include Tenant exercising its rights pursuant to Section 6(F)) or (ii) Substantial Completion of the Work for the Third Tranche as determined by D&PM or, if applicable in accordance with the terms of Article 6, as determined by arbitration in accordance with the provisions of Section 6(A)(9)(vi). Accordingly, all references throughout this Lease to the Commencement Date will refer to the Second Tranche Commencement Date and/or the Third Tranche Commencement Date, as the case may be, when specifically applying the terms of this Lease to the Second Tranche and/or the Third Tranche. D. At any time after the Commencement Date, promptly upon written request of either party, Landlord and Tenant shall mutually execute and deliver a letter confirming the Commencement Date, Second Tranche Commencement Date, the Third Tranche Commencement Date, the Rent Commencement Date, and the Expiration Date; provided, that the execution and delivery of such a letter shall not be a prerequisite to the commencement and the provisions of this Lease shall be self-operative, and no further instrument shall be required. ARTICLE 2 RENT A. Base Rent Amounts. The fixed annual rent (“Base Rent”) payable by Tenant to Landlord under this Lease shall commence on the Rent Commencement Date (defined below) and shall be payable without demand, notice, or offset (other than as expressly provided for in this Lease) as follows: 5 (1) $28,833,480.00 per annum, payable in equal monthly installments of $2,402,790.00 for the period beginning on the Rent Commencement Date and ending on the day immediately preceding the one (1) year anniversary of the Rent Commencement Date, both dates inclusive; (2) $28,192,736.00 per annum, payable in equal monthly installments of $2,349,394.67 for the period beginning on the one (1) year anniversary of the Rent Commencement Date and ending on the day immediately preceding the five (5) year anniversary of the Commencement Date, both dates inclusive; (3) $30,755,712.00 per annum, payable in equal monthly installments of $2,562,976.00 for the period beginning on the five (5) year anniversary of the Commencement Date and ending on the day immediately preceding the ten (10) year anniversary of the Commencement Date, both dates inclusive; (4) $33,318,688.00 per annum, payable in equal monthly installments of $2,776,557.33 for the period beginning on the ten (10) year anniversary of the Commencement Date and ending on the day immediately preceding the fifteen (15) year anniversary of the Commencement Date, both dates inclusive; and (5) $35,881,664.00 per annum, payable in equal monthly installments of $2,990,138.67 for the period beginning on the fifteen (15) year anniversary of the Commencement Date and ending on the Expiration Date, both dates inclusive; unless sooner terminated or extended, as provided herein. B. As used herein, the term “Rent Commencement Date” refers to the Final Substantial Completion Date (defined in Article 6), as determined by D&PM or, if applicable in accordance with the terms of Article 6, as determined by arbitration in accordance with the provisions of Section 6(A)(9)(vi), subject to possible acceleration or postponement in accordance with the terms of Article 6. No Base Rent or Additional Rent (defined below) shall be due and payable by Tenant to Landlord for the period commencing on the Commencement Date and ending on the day immediately preceding the Rent Commencement Date. C. All other payments due to Landlord from Tenant under this Lease (including, without limitation, payments due under Section 6(A)(7)) shall be considered “Additional Rent”. Base Rent and Additional Rent shall be referred to sometimes as “rent” or “Rent” in this Lease. Base Rent shall be payable in equal monthly installments at the end of each calendar month, provided that for the months in which the rent commences (on a per Tranche basis, as applicable) and the date of expiration of the Term occur, Tenant shall pay only a pro rata share of the monthly installment for the period of its occupancy of the applicable Tranche or Tranches. Tenant shall pay all rent as the same shall become due and payable under this Lease (a) in the case of Base Rent, by electronic transfer of immediately available funds to an account designated by Landlord by notice to Tenant in accordance with Article 21 (Tenant shall provide to Landlord any forms that Tenant requires to effectuate such electronic transfer and Landlord shall promptly complete and return such forms to Tenant), and (b) in the case of all other sums, either by electronic transfer as aforesaid or by check (subject to collection) drawn on a New York Clearing House Association

6 member bank, in each case at the times provided herein without notice or demand and without setoff or counterclaim. All rent shall be paid in lawful money of the United States to Landlord at its office or such other place as Landlord may from time to time designate. Landlord shall have the same remedies available to it for nonpayment of Additional Rent as are available to Landlord for nonpayment of Base Rent. D. All invoices sent by Landlord to Tenant shall have clearly reflected thereon the Building address and the Demised Premises for which the invoice is being sent and shall be mailed to the following address: Lease Management, Administration for Children’s Services, 66 John Street, 8th floor, New York, NY 10038; Attention Quddus Shaikh/Tracy Stephens. All invoices must be legible, contain the address to which the payment should be sent, include reasonable supporting documentation, and include the name, address, and telephone number of Landlord’s contact person for billing inquiries. Tenant’s billing address may be updated by notice sent to Landlord in accordance with Article 21. E. In every case in which Tenant is required to pay Base Rent or Additional Rent and payment is not received within ten (10) Business Days when due with regard to Base Rent or if with regard to Additional Rent, within ten (10) Business Days after Tenant’s receipt of notice from Landlord of the amount due that includes reasonable supporting documentation (it being agreed that a bill or invoice shall constitute notice) (each a “Payment Notice”), interest shall be payable on such sum or so much thereof as shall be unpaid from the expiration of each of said 10-Business Day grace periods until the date payment is received. Such interest shall be at an annual rate which shall be two percent (2%) in excess of the Interest Rate (defined in Article 39), but in no event more than the highest rate of interest which at such time shall be permitted under the laws of the State of New York. With regard to the Base Rent payable for the first (1st) month of the Term (which may be a partial calendar month) and the second (2nd) month of the Term only, no interest shall be due for late payment of Base Rent, provided Tenant pays the first and second months’ Base Rent payment by the time the third (3rd) month’s Base Rent payment is due and if Tenant fails to pay the first and second months’ Base Rent payment by the time the third (3rd) month’s Base Rent payment is due, interest shall accrue at the rates set forth above from the dates such payments were first due, until paid. ARTICLE 3 OPTION TO TERMINATE A. Provided that Tenant shall not be in monetary or material non-monetary default under this Lease beyond any applicable notice and cure periods on the date of Landlord’s receipt of the applicable Tenant’s Termination Notice (as defined below) and (unless such condition is waived by Landlord) on the scheduled effective date of termination pursuant to this Article 3, the Tenant first named herein (the “Named Tenant”, i.e., The City of New York) shall have two distinct rights to terminate this Lease (i) the first one effective on the twelve (12) year anniversary of the Commencement Date and (ii) the second one effective on the fifteen (15) year anniversary of the Commencement Date (each of such dates, as applicable, the “Early Termination Date”). Each of such right to terminate the Lease shall be in respect to the Demised Premises in its entirety and/or in part on a floor-by-floor basis (i.e., the entire portion of a floor of the Building that is part of the Demised Premises) for any floor of the then Demised Premises except for the Excluded Premises (as hereinafter defined), without any penalty or liability other than payment of the 7 Termination Fee set forth below, in each case by giving at least twenty (24) months prior notice to Landlord (in each case, the “Tenant’s Termination Notice”), time being of the essence. Tenant’s Termination Notice shall specify whether the entire Demised Premises or a portion of the Demised Premises is being terminated and if a portion of the Demised Premises (except for the Excluded Premises) is being terminated, it shall also specify which floors of the Demised Premises are being terminated (such terminated portion, whether it is the entire Demised Premises or a portion of the Demised Premises, being the “Termination Space”). As used herein, the term “Excluded Premises” shall refer to the portion of the Demised Premises located in the cellar, ground floor, and the 2nd through 11th floors, along with the Lobby Desk (as hereinafter defined). For avoidance of doubt, in no event shall Tenant have the right to terminate the Lease as to any of the Excluded Premises unless Tenant is electing to terminate the Lease with respect to the Demised Premises in its entirety. B. (1) If Tenant delivers to Landlord a Tenant’s Termination Notice to terminate this Lease in its entirety, then Tenant shall pay to Landlord, subject to Section 3(B)(3), an amount equal to the unamortized portion, based on a straight-line amortization over twenty (20) years commencing on the Commencement Date, of (i) the construction costs reasonably incurred by Landlord in its performance of the Tenant Work (defined in Article 6) that are not reimbursed by Tenant as part of the Reimbursable Work Costs pursuant to Section 6(A)(7) exclusive of the Furniture and Equipment (defined in Article 6) which is addressed in clause (iii) below; (ii) the brokerage fee paid to Tenant’s Broker pursuant to Article 29 below; (iii) the costs reasonably incurred by Landlord to purchase, install, and set-up the Furniture and Equipment including for avoidance of doubt, structured cabling, audio-visual equipment and security equipment that are not reimbursed by Tenant as part of the Reimbursable Work Costs pursuant to Section 6(A)(7); and (iv) the excess costs reasonably incurred by Landlord that are greater than $640,744.00 for the Moving Services (defined in Article 9). If Tenant delivers to Landlord a Tenant’s Termination Notice to terminate this Lease in part, then Tenant shall pay to Landlord, subject to Section 3(B)(3), an amount that is calculated by multiplying the sum of clauses (i), (ii), (iii), and (iv) immediately above by a fraction the numerator of which is the number of rentable square feet in the Termination Space and the denominator of which is the number of rentable square feet of the entire Demised Premises at the time of such termination. Such amount(s) that Tenant pays to Landlord for a termination in part and/or a termination in whole hereafter referred to as the “Termination Fee”. (2) On or before the first (1st) anniversary of the Final Substantial Completion Date (the “Documentation Deadline”), Landlord shall provide the total amount incurred by Landlord for the items in Sections 3(B)(1)(i), (iii), and (iv) related to each and every Tranche along with all reasonably necessary supporting documents including, but not limited to, statements and invoices from third-party contractors (such total amount and supporting documents for all three Tranches collectively the “Supporting Documents”). (3) In the event Landlord does not provide all of the Supporting Documents by the Documentation Deadline, the amount of the Termination Fee determined pursuant to Section 3(B)(1) shall be reduced by 1% for each and every calendar month beyond the Documentation Deadline that Landlord does not provide the Supporting Documents to Tenant. (4) Tenant shall pay Landlord the Termination Fee on the later of (i) the applicable Early Termination Date and (ii) within sixty (60) days of the date that Landlord provides 8 the Supporting Documents. The obligation to pay the Termination Fee will survive the termination of this Lease. C. (1) If Tenant terminates this Lease either in whole or in part pursuant to this Article 3, (i) all Rent payable under this Lease applicable to the Termination Space shall be paid through and apportioned as of the Early Termination Date, in addition to payment by Tenant of the Termination Fee, as and when provided above; (ii) neither party shall have any rights, interests, liabilities or obligations under this Lease with respect to the Termination Space for the period accruing after the effective date of termination, except those that, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease; (iii) Tenant shall surrender and vacate the Termination Space and deliver possession thereof on or before the Early Termination Date in the condition required under this Lease for surrender of the Demised Premises at the expiration of the Term; and (iv) at either party’s request, Landlord and Tenant shall mutually execute and deliver a letter confirming the termination (in whole or in part) of this Lease upon the terms provided for herein, but the failure to do so shall not invalidate the effectiveness of the termination or the parties’ respective rights and obligations set forth herein with respect thereto. (2) If Tenant terminates this Lease in part pursuant to this Article 3, then effective from and after the day immediately following the applicable Early Termination Date, Tenant shall continue to lease the Demised Premises (other than the applicable Termination Space) upon all of the terms and provisions of this Lease; provided, (i) Base Rent (including all step-ups) shall be reduced by a fraction, expressed as a percentage, the numerator of which shall be the amount(s) of rentable square footage for the applicable Termination Space and the denominator of which shall be the total rentable square footage of the Demised Premises on the day immediately prior to the Early Termination Date; (ii) Tenant’s Share (defined in Article 4) shall be reduced proportionately to reflect the surrender of the applicable Termination Space; (iii) the term “Demised Premises” shall no longer include the applicable Termination Space; and (iv) with respect to the calendar month in which the Early Termination Date occurs, all Base Rent and Additional Rent due and payable for the applicable Termination Space shall be apportioned for such calendar month as of the effective date of such termination. D. For purposes of this Article 3, the Supporting Documents shall be subject to audit by DCAS and/or its authorized representative and post-audit by the Comptroller of the City of New York, subject to and in accordance with the terms of Section 4(D) hereof. E. Nothing contained in this Article 3 shall be construed as a waiver of any of Landlord’s rights contained in this Lease in the event of a default by Tenant under this Lease. F. The right to terminate this Lease granted under this Article 3 is personal to the Named Tenant and shall expire and be of no further force or effect upon an assignment of this Lease. 9 ARTICLE 4 OPERATING EXPENSE AND TAX ESCALATIONS A. Landlord and Tenant agree that commencing on the Final Substantial Completion Date (defined in Article 6), in addition to the Base Rent provided for in Article 2 of this Lease, Tenant shall pay to Landlord, as Additional Rent, Tenant’s proportionate share of escalations of Operating Expenses (defined below) and Real Estate Taxes (defined below) to the extent set forth in this Article 4. Tenant’s agreed proportionate share (“Tenant’s Share”) of escalations for both Operating Expenses and Real Estate Taxes is sixty-nine and one tenth percent (69.10%). B. Operating Expense Escalations. (1) Definitions. (i) The term “Base Year Operating Expenses” shall be defined as the Operating Expenses paid or incurred by Landlord in the Operating Expense Base Year. (ii) The term “Operating Expenses” shall be defined as all reasonable costs and expenses, without duplication, paid or incurred by Landlord (whether directly or through independent contractors or outside vendors) in the reasonable exercise of Landlord's business judgment with respect to the ownership, operation, maintenance, repair, replacement, cleaning, safety, security, lighting, ventilation and management of the Building, to the standards of Comparable Buildings, including, without limitation: (a) the labor costs for the services of the following classes of employees of Landlord performing services required in connection with the operation, repair, security and maintenance of the Building (including, without limitation, the salaries, wages, medical, surgical and general welfare benefits (including group life insurance), pension payments and payroll taxes, worker's compensation, uniforms and dry cleaning for the employees referred to below): (x) the Building manager for the time spent working on the Building and (y) engineers, mechanics, electricians, plumbers, porters, security personnel and janitors engaged on a full or part-time basis in the actual operation, repair and maintenance of any part of the Building, and the heating, air conditioning, ventilating, plumbing, electrical and elevator systems of the Building; provided that in the case of such part-time employees only the costs attributable to the Building shall be included; (b) the cost of materials and supplies used in the operation, repair and maintenance of the Building including painting of the Demised Premises and removal of graffiti, and the real property on which it is located; (c) the cost of independent contractors performing services required for the operation and maintenance of the Building including extermination services once each month; (d) the cost of all charges for steam, heat, ventilation, air conditioning and water, sanitary sewer (including sewer rental) and storm sewer service (to the extent such are not included in Taxes) and electricity and other utilities, if any, including any taxes on any of such utilities furnished to the Building and/or used in the operation of all of the service facilities of the Building (to the extent the items in this clause (d) are not paid directly by Tenant); (e) the premiums for casualty, liability, workers’ compensation and other insurance maintained in connection with the Building that a prudent owner of a comparable building of like class, age, character and

10 use in lower Manhattan, excluding the World Trade Center (“Comparable Building”) would maintain (except as otherwise provided in this Article 4); (f) the cost of all security, cleaning, snow removal and service contracts for the Building (but only to the extent same are required for such services that Tenant does not separately provide or procure at Tenant’s own expense); (g) Energy Efficient Capital Improvement(s) defined in Section 4(B)(2) below to the extent and in the manner specified therein but not if said Energy Efficient Capital Improvement(s) are either (x) part of the Work performed under Article 6 as stated in Section 4(B)(2)(iii) below or (y) related to the repair, replacement, or overhaul of any part of the building-related HVAC systems; and (h) the reasonable and customary fees at prevailing rates of a third-party managing agent (which may be a Significant Related Party (defined in Article 25)) equal to the managing fees at Comparable Buildings not to exceed 2.25% of the non-retail Base Rent per annum. Notwithstanding the foregoing, the following shall be excluded from Operating Expenses: (1) The cost of correcting defects in the construction of the Building including the Work or in the Building equipment, except that conditions (not occasioned by construction defects) resulting from ordinary wear and tear, extraordinary use, or casualty, shall not be deemed defects for the purpose of this category; (2) Cost of any repair made by Landlord to remedy damage caused by or resulting from the negligence of Landlord, its agents, servants or employees; (3) Labor costs in respect to executives of Landlord not assigned to the Building as part of the normal Building operation staff to the extent that the same cover the portions of such executives’ time typically spent on other projects; (4) Taxes and Real Estate Taxes as defined below; (5) Legal, accounting or other professional fees (including without limitation, brokerage, and finder's and advertising fees incurred to attract, lease to, or procure new tenants), except as related to the normal operation of the Building; (6) Rent or business interruption insurance, or any similar insurance. (7) Interest for late payments of water and sewer rents; (8) The cost of any items for which Landlord is reimbursed by insurance or reimbursable by insurance. (9) The cost of extraordinary services provided for other tenants within the premises respectively demised to such tenants; (10) The costs attributable to the correction or remedying of any act or omission of any tenant in the Building where such tenant is liable for the correction 11 or remedying of any such act or omission under its lease with Landlord; (11) Any cost (of electricity or any other item) for which Landlord is reimbursed by any tenant, licensee, or other occupant of the Building; (12) The cost of repair or rebuilding caused by fire or other casualty or condemnation; except (a) to the extent of commercially reasonable “deductibles” in force under Landlord’s insurance policies; and (b) the cost thereof shall not be excluded to the extent such loss or damage is uninsured by Landlord if the risk is one which would be uninsured under the insurance coverage then generally maintained by owners of other Comparable Buildings; (13) The cost of any alterations, additions, changes, replacements and other items which under generally accepted accounting principles consistently applied are properly classified as capital expenditures (collectively, the “Capital Items”), excepting only such capital expenditures which (1) are reasonably expected by Landlord to reduce Operating Expenses but only to the extent such reductions are actually achieved in any Operating Expense Year, (2) are incurred in order to comply with any change in Legal Requirements (as defined in Article 7) other than the Carbon Emissions Law (defined in Article 10) occurring after the Commencement Date, or (3) shall be made for replacements commenced on or after the third (3rd) anniversary of the Commencement Date of non-structural elements of the Building and property during the applicable Operating Expense Year, the repair cost of which would exceed fifty percent (50%) of the cost of replacement and accordingly, the Landlord reasonably determined the cost of repair warrants replacement thereof in lieu of repair, and such allowable expenditures shall be included on a straight line basis, to the extent such items are amortized over their useful life in accordance with generally acceptable accounting principles. Notwithstanding anything to the contrary, (i) all Capital Items related to the repair, overhaul, or replacement of any part of the building-related HVAC systems are excluded from the application of clause (1), clause (2), and clause (3) (and therefore excluded from Operating Expenses) and (ii) all Capital Items that are Energy Efficient Capital Improvements shall be governed by Section 4(B)(1)(ii)(g) and Section 4(B)(2) and not this clause (13). Upon written request, Landlord shall furnish Tenant with reasonable evidence confirming both the repairs and the replacement cost referred to herein; (14) The cost of any alterations to prepare space for occupancy of any tenant in the Building beyond base building condition; (15) Expenses resulting from any violations by Landlord of the terms of this Lease or any other lease in the Building; (16) Costs incurred to remove or encapsulate any asbestos, other than asbestos introduced by Tenant or any Tenant Party, and costs to remove, clean up or otherwise remediate Hazardous Materials, other than such Hazardous Materials introduced by any Tenant Party; 12 (17) Refinancing costs and mortgage interest and amortization payments; (18) Costs disallowed pursuant to Article 25 of this Lease; (19) The costs of any repairs, overhauls, and replacement of building systems and equipment (including components thereof) that are, as of the Effective Date, beyond its useful life as determined pursuant to ASHRAE standards; (20) Any CEL Charges (defined in Article 10) and any penalties resulting from Landlord’s failure to file a report with the Buildings Department as required by the Carbon Emissions Law (defined in Article 10); (21) Any fringe benefits other than those set forth in Section 4(B)(1)(ii)(a). (22) Any item otherwise indicated in this Lease to be excluded from Operating Expenses; (23) Any item otherwise indicated in this Lease to be performed at Landlord’s sole cost and expense (subject to Section 4(B)(1)(ii)(13)(2) with respect to Landlord’s obligation to comply with Legal Requirements in accordance with Section 7(B)); and (24) Any item otherwise indicated in this Lease to be performed by Landlord but paid for directly by Tenant as Additional Rent or otherwise. (iii) The term “Operating Expense Year” shall mean the twelve (12) consecutive month period occurring immediately after the Operating Expense Base Year and each subsequent twelve (12) consecutive month period, all or any part of which falls within the Term of this Lease. (iv) The term “Operating Expense Base Year” shall mean: (a) the calendar year in which Final Substantial Completion occurs, if Final Substantial Completion occurs between January 1st and April 30th, (b) the last half of the calendar year in which Final Substantial Completion occurs and the first half of the immediately following calendar year, if Final Substantial Completion occurs between May 1st and August 30th, or (c) the following calendar year, if Final Substantial Completion occurs between September 1st and December 31st. (2) Capital Improvement(s) Intended to Improve Energy Efficiency. Energy Efficient Capital Improvements (defined below) may be included in Operating Expenses to the extent set forth below in this Section 4(B)(2). (i) For the purposes of this Section 4(B)(2) only, the following definitions shall apply: 13 (a) “Energy Efficient Capital Improvement(s)” or “EECI” shall mean any alteration, addition, change, repair or replacement (whether structural or nonstructural) made by Landlord in or to the Building or the Common Areas or equipment or systems thereof which, under generally accepted accounting principles consistently applied, is properly classified as a capital expenditure; and which capital expenditure, as certified in writing by the Independent Engineers defined in paragraph (d) below, will reduce the Building’s consumption of electricity, oil, natural gas, steam, water and/or other utilities. The aggregate costs of any Energy Efficient Capital Improvement shall be deemed to include, without limitation, architectural, engineering and expediting fees, legal, consulting, inspection and commissioning fees actually incurred in connection therewith, but shall be deemed to exclude actual or imputed financing costs in connection therewith; provided, however, the costs of such Energy Efficient Capital Improvement shall be deemed reduced by the amount of any NYSERDA or similar government incentives for energy efficiency improvements actually received by Landlord to defray the costs of such Energy Efficient Capital Improvement, and shall further be reduced by any energy efficiency tax credits or similar energy efficiency-based tax incentives actually accruing to Landlord as a result of such Energy Efficient Capital Improvement. (b) “EECI Base Year” means each calendar year in which the EECI is completed and placed in service by Landlord. (c) “Comparison Year” means the calendar year subsequent to the EECI Base Year. (d) “Independent Engineers” means two (2) engineers selected by Landlord and reasonably approved by Tenant. From time to time, but not more than once during any period of twelve (12) consecutive months, Landlord and Tenant may each recommend two or more independent professional engineers, licensed by the State of New York, for inclusion on the list. Any such recommendations by Landlord or Tenant shall be subject to the written approval of the other party, which approval shall not be unreasonably withheld. (e) “Simple Payback Period” shall mean the number of years (expressed in months) obtained by dividing (x) the aggregate costs of any such Energy Efficient Capital Improvement by (y) the anticipated annual savings in utility costs (which shall be the average of the determinations by the two Independent Engineers of such annual savings) includable in Operating Expenses (the “Projected Annual Savings”). By way of example, if the aggregate costs of such Energy Efficient Capital Improvement is $2,000,000 and the Projected Annual Savings are $500,000 per annum, then the Simple Payback Period for such Energy Efficient Capital Improvement is four years (expressed as forty-eight (48) months). The Projected Annual Savings and the Simple Payback Period shall be certified in writing by the Independent Engineers. (ii) Commencing with the first Comparison Year following the EECI Base Year and for each Comparison Year thereafter for the duration of the Simple Payback Period, Landlord may include in Operating Expenses a portion of the aggregate costs of such Energy Efficient Capital Improvement equivalent to eighty percent (80%) of the Projected Annual

14 Savings, so that the aggregate costs of such Energy Efficient Capital Improvement will be fully amortized over one hundred twenty-five percent (125%) of the Simple Payback Period. By way of example, if the aggregate costs of such Energy Efficient Capital Improvement is $2,000,000, the Projected Annual Savings are $500,000 and the Simple Payback Period for such Energy Efficient Capital Improvement is forty-eight (48) months, then Landlord may include $400,000 of the aggregate costs of such Energy Efficient Capital Improvement (i.e., an amount equivalent to 80% of the Projected Annual Savings) in Operating Expenses for five consecutive Comparison Years (i.e., sixty (60) months or 125% of the Simple Payback Period). Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated to use the Simple Payback Period with regard to the inclusion of the costs of Energy Efficient Capital Improvements in Operating Expenses, and instead may elect to include such allowable expenditures on a straight line basis, in which case such items shall be amortized over their useful life in accordance with generally acceptable accounting principles as set forth in Section 4(B)(1)(ii)(13). (iii) Notwithstanding anything to the contrary, in no event shall any of the Work performed under Article 6, even if otherwise deemed to be an Energy Efficient Capital Improvement(s), be included in Operating Expenses. (3) Payment of Operating Expenses. (i) For any Operating Expense Year, or part thereof, from and after the Operating Expense Base Year, Tenant shall pay to Landlord an amount (the “Tenant’s Operating Payment”) equal to Tenant’s Share of the excess, if any, of (a) the Operating Expenses for such Operating Expense Year over (b) the Base Year Operating Expenses. Tenant shall make monthly payments based on an estimate of Tenant’s Operating Payment, with an annual reconciliation based on actual Operating Expenses as shown on the Operating Payment Statement furnished by Landlord to Tenant, as hereinafter provided. (ii) Estimated Operating Payment. (a) Within one hundred twenty (120) days after the expiration of the Operating Expense Base Year, Landlord shall furnish to Tenant a statement of Operating Expenses for the Operating Expense Base Year (the “Base Year Statement”). The Base Year Statement shall be accompanied by a report from an independent, third-party certified public accountant that is not a Related Entity (“Operating Payment Statement Audit”), which report must be based upon an audit conducted in accordance with generally accepted auditing standards and states that the schedule of Operating Expenses presents fairly the Base Year Operating Expenses of Landlord. The Base Year Statement shall also be accompanied by a statement either included in the Operating Payment Statement Audit or from an Authorized Signatory (defined below) that there is reasonably detailed and accurate documentation in Landlord’s files to support each and every charge included in the Base Year Operating Expenses. The Base Year Statement and all subsequent statements (i.e., the Estimated Operating Payment Statements and the Operating Payments Statements, both defined below) shall be prepared in a format no less detailed than that shown in Exhibit B (or, if Landlord is then providing to any other office tenant of the Building a form of annual statement of Operating Expenses containing greater detail that that set forth in Exhibit B, having no less detail than that provided to such other tenant). 15 (b) With respect to each Operating Expense Year, Landlord shall furnish to Tenant, not less than one hundred twenty (120) days after the commencement of each such Operating Expense Year, a written statement (the “Estimated Operating Payment Statement”) setting forth Landlord’s reasonable estimate of Tenant’s Operating Payment for such Operating Expense Year (the “Estimated Operating Payment”) signed by an Authorized Signatory. As used herein, the term “Authorized Signatory” refers to a party chosen by Landlord that is either (x) a third-party certified public accountant, (y) Landlord’s (or a Related Entity’s) chief financial officer, chief operating officer, or other person having similar responsibilities with respect to the administration and/or reporting of Operating Expenses for the Building, or (z) a recognized and reputable third-party property manager engaged by Landlord to manage the Property. The Estimated Operating Payment for each Operating Expense Year shall not exceed one hundred five percent (105%) of the actual Operating Expenses for the immediately preceding Operating Expense Year (or the Operating Expense Base Year for the first Operating Expense Year), unless, with respect to fuel oil, gas, other utilities, security, salaries, insurance and/or snow removal, Landlord (x) reasonably anticipates that any such costs will increase by more than five percent (5%) and (y) furnishes Tenant with a reasonably detailed breakdown of said components and the basis for such projected increase. (c) With respect to any Operating Expense Year after the first Operating Expense Year, Tenant shall continue to make Tenant’s Estimated Operating Payment based on the Estimated Operating Payment Statement for the preceding Operating Expense Year, and, after Landlord shall have furnished a new Estimated Operating Payment Statement to Tenant, (x) if there shall be a deficiency for the current Operating Expense Year, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, (y) if there shall have been an overpayment for the current Operating Expense Year, Landlord shall credit the amount thereof against subsequent payments next coming due under this Section 4(B)(3)(ii)(c); provided, that Landlord shall reimburse Tenant for such overpayment to the extent necessary in order fully to reimburse Tenant at the end of the Term and (z) on the last day of the month following the month in which such current estimate is furnished to Tenant and monthly thereafter throughout such Operating Expense Year, Tenant shall pay to Landlord 1/12th of the Estimated Operating Payment shown on such statement. Notwithstanding the foregoing, actual payment for any increase for the Operating Expense Year immediately following the Operating Expense Base Year shall not start until Tenant receives the Estimated Operating Payment Statement for such Operating Expense Year. (iii) Annual Operating Payment Statements. (a) Within one hundred twenty (120) days after the expiration of each Operating Expense Year, Landlord shall deliver to Tenant a statement (an “Operating Payment Statement”) for such Operating Expense Year setting forth, in reasonable detail, the Operating Expenses incurred and a computation of Tenant’s Operating Payment for such Operating Expense Year. If Tenant’s payments on account of Tenant’s Estimated Operating Payment shall have been less than Tenant’s Operating Payment as shown on such Operating Payment Statement, the deficiency shall be payable by Tenant to Landlord within forty-five (45) days after receipt of such Operating Payment Statement. If Tenant’s payments on account of Tenant’s Estimated Operating Payment shall have been more than Tenant’s Operating Payment as shown on such Operating Payment Statement, the excess shall be credited by Landlord against 16 Tenant’s subsequent payments next coming due under Section 4(B)(3)(ii), except, however, that Landlord shall pay such excess amount to Tenant if there will be no subsequent liability of Tenant under Section 4(B). (b) Each and every Operating Payment Statement shall be signed and shall be certified as being correct by a certified public accountant (who may be an Authorized Signatory). All Operating Payment Statements shall include, among other things and if applicable, a statement that (1) discloses fully any significant changes in the method of calculation of Operating Expenses from the Operating Expense Base Year to said Operating Expense Year and/or from the previous Operating Expense Year to said Operating Expense Year, or, in the absence of significant changes, states that there have been no significant changes in the method of calculation of Operating Expenses with respect to the aforementioned periods; and (2) avers that there is reasonable detailed and accurate documentation in Landlord’s files to support each and every charge included in Operating Expenses. (iv) Cap on Operating Expenses. Notwithstanding anything to the contrary, the final total amount of Operating Expenses for the Building used to calculate Tenant’s Operating Payment for the first Operating Expense Year shall not exceed One Hundred Five Percent (105%) of the final total amount of Operating Expenses for the Operating Expense Base Year and for each succeeding Operating Expense Year the final total amount of Operating Expense used to calculate Tenant’s Operating Payment shall not exceed One Hundred Five Percent (105%) of the final total amount of Operating Expenses for the immediately preceding Operating Expense Year unless, with respect to fuel oil, gas, other utilities, security, salaries, insurance and/or snow removal (collectively, the “Uncontrollable Costs”), Landlord (x) reasonably anticipates that any Uncontrollable Costs will increase by more than five percent (5%) and (y) furnishes Tenant with a reasonably detailed breakdown of the components of the applicable Uncontrollable Costs and the basis for such projected increase, which in the event clause (x) and clause (y) occur, the 105% limit shall not apply to the applicable Uncontrollable Costs. (4) Miscellaneous Operating Expense Provisions. (i) Notwithstanding anything to the contrary contained herein, if other than as a result of any Legal Requirements (defined in Article 7) or other occurrence(s) beyond the reasonable control of Landlord, following the Operating Expense Base Year, any new category of Operating Expenses not resulting from Tenant’s operations or requests is added to the Building’s Operating Expenses, and/or the scope of any previously existing category of Operating Expenses is materially increased not resulting from Tenant’s operations or requests, then only during such time as the costs relating to such new category and/or such increased scope (an “Additional Operating Expense”) are included in the Building’s Operating Expenses, the calculation of the Base Year Operating Expenses shall be increased to reflect such Additional Operating Expense as would have been incurred had such new category item been included in the Operating Expense Base Year and/or had such increased scope been applicable during the Operating Expense Base Year, as applicable, based on the following formula: The Operating Expenses for the Operating Expense Base Year will be revised to include such Additional Operating Expense, the amount of which shall be calculated by dividing the amount of such Additional Operating Expense for the current Operating Expense Year by a fraction, the denominator of which shall be the average Consumer Price Index for the Operating Expense Base 17 Year and the numerator of which shall be the average Consumer Price Index for the current Operating Expense Year. If Additional Operating Expenses in question are included in Operating Expenses for less than an entire Operating Expense Year, then the Operating Expenses for the Operating Expense Base Year shall be increased on a pro-rata basis. (ii) Landlord shall, within thirty (30) days of the execution hereof, be required to disclose and notify Tenant of any Significant Related Party (as defined in Article 25 hereof) transactions the cost of which are included in the Base Year Operating Expenses. Thereafter, Landlord shall be required to disclose and notify Tenant of any Significant Related Party transaction the cost of which are in whole or in part to be charged to Tenant. When such transactions occur, prices of same must be in line with commercially reasonable industry practice in New York City. Failure to notify Tenant of such Significant Related Party transactions shall result in a disallowance of such costs that would otherwise be part of Operating Expenses for an Operating Expense Year (and not the Operating Expense Base Year) to the extent that such costs are in excess of normal industry prices in New York City. If such Significant Related Party transactions occurred and were disclosed but it is reasonably found by Tenant that the cost thereof was excessive, then such charges shall be disallowed to the extent they exceed normal industry prices in New York City. (iii) The intent of the parties is that Tenant shall pay Tenant’s Share of increases in Operating Expenses based on the Building being fully occupied. Accordingly, in determining the amount of Operating Expenses for the Operating Expense Base Year or of any succeeding Operating Expense Year subsequent thereto, if less than one hundred percent (100%) of the Building’s rentable area shall have been occupied by tenant(s) at any time during any such Operating Expenses Base Year, or any succeeding Operating Expense Year subsequent thereto, Base Year Operating Expenses and Operating Expenses for any succeeding Operating Expense Year subsequent thereto shall be determined to be an amount equal to expenses which would be incurred in the Building under an operating clause such as this one had such occupancy been one hundred percent (100%) throughout such Operating Expense Base Year or any succeeding Operating Expense Year subsequent thereto. (iv) Landlord must have reasonable supporting documents for each and every Operating Expense or it will be disallowed. (v) If Landlord fails to furnish any statements under this Article relating to Base Year Operating Expenses or Tenant’s Operating Payment, Tenant may, upon forty-five (45) days’ written notice, withhold all Additional Rent due and owing to Landlord, in connection with any Tenant’s Operating Payment, until Landlord furnishes the foregoing statements. Subject to Section 4(E), Tenant's liability for Tenant’s Operating Payment due pursuant to this Article and/or Landlord's liability for refunding any overpayment shall survive the expiration or earlier termination of the Term. (vi) Pending any audit by Tenant or Comptroller of Operating Expenses for any calendar and/or fiscal year, including the Operating Expense Base Year, Tenant shall pay Tenant’s Operating Payment pursuant to the foregoing provisions hereof for such year as billed by Landlord, and upon completion of such audit and Landlord’s agreement to the same, Tenant shall be allowed to deduct immediately overcharges detected upon audit from any installment of rent

18 then becoming due, or if at the end of the Lease Term, Tenant shall be entitled to a payment from Landlord for such amounts within thirty (30) days of Lease termination or expiration, which payment obligation shall survive the expiration or earlier termination of the Term. (5) Apportionment. If any part of a year of the Term shall include any part of an Operating Expense Year, Tenant’s liability under this Section 4(B) shall be apportioned so that Tenant shall pay only such part of the sums required to be paid under this Section 4(B) that shall be included in the Term. C. Real Estate Tax Escalations. (1) The term “Taxes” and “Real Estate Taxes” as used herein, shall mean the real estate taxes and assessments and any Business Improvement District (“BID”) charges on or with respect to the Building and the land upon which it is located (the “Land”; and together with the Building, the “Property”), assessed, levied, or imposed by any governmental authority having jurisdiction. Excluded from the foregoing enumerations of Taxes and Real Estate Taxes will be (i) any income, franchise, inheritance, capital stock, excise, excess profits, occupancy or rent, gift, estate, payroll or stamp taxes or foreign ownership or control taxes or any capital gains tax, deed tax or transfer tax, and (ii) mortgage recording tax imposed by municipal, state or federal law, and (iii) except as hereinafter provided, any expenses incurred by Landlord, including payments to attorneys and appraisers, in contesting Taxes by tax certiorari proceedings and such expenses and payments shall be the obligation of Landlord. Notwithstanding the foregoing, no decrease, exemption or abatement of Real Estate Taxes applicable to the Real Estate Tax Base Year (as hereinafter defined) on account of any ICAP or similar tax abatement program shall be taken into account by Landlord for purposes of calculating the Tax Base or for Tenant’s Share of Real Estate Tax escalations for Tax Years (as hereinafter defined) it being understood that Real Estate Taxes for the Real Estate Tax Base Year and subsequent Tax Years shall be deemed to include all Real Estate Taxes that would have been otherwise assessed or imposed upon the Property but for the ICAP and/or any other similar abatement. (2) If, Landlord shall receive a refund of Taxes for any Tax Year (as hereinafter defined), Landlord shall credit Tenant an amount equal to Tenant’s Share of the net reduction in Taxes (after deducting any expenses incurred by Landlord, such as payments to attorneys and appraisers, in contesting Taxes by tax certiorari proceedings). As of the Effective Date, to the best of Landlord's knowledge, the only Taxes affecting the Building and/or the Land are the real estate taxes payable to The City of New York. (3) Tenant covenants and agrees that for each Tax Year, where the total annual Real Estate Taxes imposed or assessed upon the Land and Building for such Tax Year is greater than the Real Estate Taxes finally imposed based on the Fully Assessed (defined below) value of the Property for the Real Estate Tax Base Year (such amount being hereinafter referred to as the “Tax Base”), Tenant shall reimburse Landlord for Tenant’s Share of increases in Real Estate Taxes above the Tax Base paid by Landlord (“Real Estate Tax Escalations”), as Additional Rent, within thirty (30) days after Tenant’s receipt of Landlord invoice (the “Tax Statement”); provided that Tenant shall not be required to pay Real Estate Tax Escalations more than thirty (30) days prior to the date that Real Estate Taxes are due and payable by Landlord without penalty or premium. If Landlord pays Real Estate Taxes in semi-annual installments, then Landlord may deliver to Tenant 19 a Tax Statement with regard to each such installment and Tenant shall reimburse Landlord with regard to the amounts paid by Landlord as indicated on such Tax Statement pursuant to the terms and conditions of this Section 4(C) as otherwise applicable including the proper allocation of a portion of the Tax Base applicable to such semi-annual installment. In no event shall less than the entire Tax Base be allocated for each Tax Year in which semi-annual installments are made. The amount of such Additional Rent payable for any Tax Year having a duration of less than twelve (12) months shall be prorated based on the number of days of such Tax Year during the Term. For the purposes of this Section 4(C), the term “Fully Assessed” means the final assessment of the Building for the Real Estate Tax Base Year, which shall reflect that income from the Building is stabilized (i.e. the Building is 95% leased to tenants that are obligated to then pay rent and that major construction is then substantially completed including, but not limited to, the Work). Landlord and Tenant acknowledge that the concept of “Fully Assessed” shall be used to determine the amount of the Tax Base, but not the actual year in which the Real Estate Tax Base Year is to occur, which is determined pursuant to Section 4(C)(4). (4) For the purposes of this Section 4(C), the term “Real Estate Tax Base Year” means: (i) the calendar year in which the Final Substantial Completion occurs, if the Final Substantial Completion occurs on or after January 1st to and including April 30th, (ii) the last half of the calendar year in which the Final Substantial Completion occurs and the first half of the immediately following calendar year, if the Final Substantial Completion occurs on or after May 1st to and including August 31st, or (iii) the following calendar year, if the Final Substantial Completion occurs on or after September 1st to and including December 31st. In addition, for the purposes of this Section 4(C), the term “Tax Year” shall mean the twelve (12) consecutive month period occurring immediately after the Real Estate Tax Base Year and each subsequent period of twelve (12) consecutive month period, all or any part of which falls within the Term of this Lease. (5) Appropriate credit shall be given for any refund obtained by reason of a reduction in the assessed valuation made by the assessors or the courts at any time during this Lease or at any time thereafter less expenses incurred by Landlord, or Landlord’s estate, including payments to attorneys and appraisers in contesting the Taxes and Real Estate Taxes by tax certiorari proceedings. The original computations, as well as payments of Additional Rent, if any, under the provisions of this Article, shall be based on the Fully Assessed value of the Property with adjustments to be made if and when the Tax refund, if any, has been paid to Landlord; provided, however, that in no event shall Tenant be entitled to a credit against Rent based on such adjustment. (6) If the Fully Assessed value of the Property shall be reduced for the Real Estate Tax Base Year as a result of protests of proceedings filed therefor, then the Tax Base shall be amended to the amount actually collectible by The City of New York for the Real Estate Tax Base Year on the corrected assessment. Landlord shall have an obligation to promptly notify Tenant in writing each time a tax assessment is successfully challenged. D. Right to Audit. (1) Tenant shall have the right, one time in each Operating Expense Year and/or Tax Year, as the case may be, during the Term, at reasonable times upon reasonable notice, and at no additional cost to Landlord, to examine, copy and audit, at the offices of Landlord or its 20 managing agent, as the case may be, any and all books and records of Landlord relating to this Lease and the relevant charges hereunder, including but not limited to original invoices, originals of executed contracts, original cancelled checks, general ledgers and books of original entry, for the purpose of verifying the accuracy of any statement furnished by Landlord to Tenant provided that Tenant shall hold the same in confidence (except that Tenant may disclose the contents of such statements (i) to such of its officials, employees and professional advisers as are reasonably required to check or verify such statements and computations (provided that they shall not further disclose the same), (ii) in connection with any action or proceeding regarding same, and (iii) as may be required by law). All statements may, at reasonable times and upon reasonable notice be audited by the occupying agency or its representative and post-audit by the Office of the Comptroller, but may not be audited by any entity who shall receive a contingent fee for such audit. (2) Notwithstanding the foregoing, each statement sent to Tenant shall, subject to the post-audit rights of the Office of the Comptroller of The City of New York in accordance with Article 5 of the New York City Charter (the exercise of which post-audit rights shall be commenced, if at all, within six (6) years after Tenant’s receipt of such statement), be conclusively binding upon Tenant unless Tenant shall, within one (1) year after such statement is sent, send a written notice to Landlord objecting to such statement and specifying the reasons for Tenant’s claim that such statement is incorrect or stating that Tenant reasonably requires further information in order to do so. Pending the determination of any dispute, or any dispute raised by the Office of the Comptroller, Tenant shall pay the full amount of any rent that is in dispute. After the dispute has been finally resolved, Landlord shall promptly pay to Tenant any amount determined to have been overpaid by Tenant in connection therewith. Landlord shall be required to retain the books and records required herein, at its main office or such other location within New York City as it may designate, for six (6) years after the period to which they relate. However, if at the expiration of such six (6) year period, Tenant or the Comptroller of The City of New York has notified Landlord in writing that it is contesting any matter to which such books and records may be relevant, Landlord shall preserve such books and records until one (1) year after the final adjudication, settlement or other disposition of any such contest. E. Tax and Operating Expense Provisions. Landlord’s rendering of an Operating Payment Statement for any Operating Expense Year shall not prejudice Landlord’s right to thereafter render a corrected Operating Payment Statement for such Operating Expense Year, provided such statement is delivered within 2 years following the end of the Operating Expense Year in question. Landlord’s rendering of a Tax Statement shall not prejudice Landlord’s right to thereafter render a corrected Tax Statement therefor, provided such Tax Statement is delivered within 2 years following the later of (i) the end of the Tax Year in question or (ii) the final determination of the Taxes for the Tax Year in question. If Landlord shall not render an Estimated Operating Payment Statement, Operating Payment Statement or Tax Statement within 2 years following the end of the Operating Expense Year or Tax Year in question, then Landlord shall be deemed to have waived any right to render the applicable statement (or corrected statement). 21 ARTICLE 5 LANDLORD’S INTEREST IN DEMISED PREMISES Landlord warrants and represents that it is the owner in fee of the Building, the Demised Premises and the Land and is empowered and authorized to lease said Demised Premises as provided herein. ARTICLE 6 ALTERATIONS AND IMPROVEMENTS A. (1) Prior to the Final Substantial Completion Date (as defined below), Landlord, at its sole cost and expense (other than with regard to the Reimbursable Work Costs (defined in Section 6(A)(7)), shall (x) make alterations and improvements to the Demised Premises and the Building based on preliminary plans and scopes of work consisting of “Tenant’s Scope of Work” and “Landlord’s Scope of Work”, which are attached hereto and made a part hereof as Exhibits C, D, and E, respectively (all such Exhibits collectively, the “Scopes and Plans”) and (y) purchase, install, set-up and provide to Tenant for its use throughout the Term of this Lease all of the furniture and equipment described in the Scopes and Plans including, but not limited to, structured cabling, audiovisual equipment and security equipment (the “Furniture and Equipment”). Tenant shall be free to use the Furniture and Equipment as it sees fit, including the disposal of Furniture and Equipment if necessary to accommodate changes to Tenant’s use of the Demised Premises after the Commencement Date and without incurring any costs and expenses due to Landlord as a result of such disposal. The work consists of alterations and improvements described in the Landlord’s Scope of Work (the “Landlord’s Work”) and alterations and improvements described in the Tenant’s Scope of Work (the “Tenant’s Work”). Landlord’s Work and Tenant’s Work in each case, as modified by change orders issued pursuant to this Agreement are collectively referred to as the “Work”. Landlord shall perform the Work and any change orders performed in accordance with the terms of this Article 6 at its sole cost and expense, other than with regard to the Reimbursable Work Costs. For the avoidance of doubt, the Work includes structured cabling, audio-visual and security equipment with such equipment and furniture to made available to Tenant for its use throughout the Term of this Lease. (2) Landlord and Tenant hereby acknowledge that it is the intent of the parties that Landlord shall separately for each of the three Tranches (i) prepare the Initial Plans (defined below) for D&PM’s review and approval in accordance with the terms of Section 6(A)(4) below, (ii) file the Initial Plans with the New York City Department of Buildings (the “Buildings Department”) and the New York City Fire Department (the “Fire Department”) and all other governmental authorities having jurisdiction (and thereafter amend such filings as needed after Tenant approves the Initial Plans), (iii) perform the Work applicable to such Tranche, and (iv) achieve Substantial Completion (defined below). (3) Landlord shall provide all of the architectural, engineering, and sub- consultant services required for the performance of the Work (the “Design Services”) in accordance with the professional services requirement document prepared by D&PM, i.e. D&PM's "Guide for Design Consultants" (March 2021 rev.), a copy of which is attached hereto as Exhibit F and made a part hereof (the “Design Guide”), including but not limited to, the creation of Final Plans (defined below) approved by D&PM in accordance with the terms of this Article 6.

22 (4) (i) Within seventy-five (75) Business Days from the Effective Date, Landlord shall, at Landlord’s sole cost and expense (other than to the extent reimbursed as Reimbursable Work Costs), cause its architect, Gerner Kronick + Valcarcel, Architects, DPC (the “Architect”), which has been pre-approved by D&PM, to prepare a complete set of architectural and engineering plans and specifications (the “Initial Plans”) for the portion of Tenant’s Work applicable to the First Tranche and deliver same to D&PM and the Buildings Department, the Fire Department and other regulatory agencies which require said submission; provided, that the Architect shall be permitted to self-certify the filings with the Buildings Department at Landlord’s sole cost and expense (other than to the extent reimbursed as Reimbursable Work Costs). The Initial Plans must (a) be engineering and architecturally complete and fully coordinated; (b) be coordinated with existing Building conditions and facilities; (c) conform to all New York City codes and all other applicable Legal Requirements, including, but not limited to, the terms and conditions in the Design Guide and ADA (as defined in Article 7 of this Lease); and (d) be coordinated and based on the Scopes and Plans in order to create a complete set of construction documents. No later than Landlord’s delivery to D&PM of the Initial Plans, Landlord shall cause the Architect to deliver to D&PM a complete set of architectural and engineering plans and specifications for the Landlord’s Work applicable to the First Tranche, which shall be for D&PM’s informational purposes only and shall not be subject to approval by D&PM. (ii) The Initial Plans approved by D&PM are called the “Final Plans”. The process for approving the Initial Plans for the First Tranche shall be as follows: (a) Within 15 Business Days after D&PM’s receipt of the first draft of the Initial Plans, D&PM shall review and either approve or disapprove the Initial Plans. If D&PM shall not approve such Initial Plans, D&PM shall notify Landlord in writing in reasonable detail of the corrections required before such approval can be furnished (the “Required Corrections”; it being agreed that Required Corrections shall consists solely of changes necessary to make the Initial Plans consistent with the Scopes and Plans, and shall not consist of additions to, or modifications of, the Scopes and Plans). Landlord shall revise the Initial Plans to reflect the Required Corrections and resubmit to D&PM revised Initial Plans within 15 Business Days after Landlord’s receipt of such Required Corrections. (b) Within 10 Business Days after D&PM’s receipt of such revised Initial Plans, D&PM shall review and either approve or disapprove such revised Initial Plans, such approval not to be unreasonably withheld. If D&PM shall not approve such revised Initial Plans, D&PM shall notify Landlord in writing in reasonable detail of any further Required Corrections. Landlord shall further revise the Initial Plans to reflect such further Required Corrections and resubmit to D&PM revised Initial Plans within 10 Business Days after Landlord’s receipt of such further Required Corrections. (c) Within 10 Business Days after D&PM’s receipt of such further revised Initial Plans, Landlord, D&PM, Architect and any required consultants and sub- consultants shall meet at a “Page Turn Meeting” to review the further revised Initial Plans page- by-page and agree upon a resolution for all outstanding Required Corrections. Within a timeframe agreed upon by Landlord and Tenant (but no later than 10 Business Days after the Page Turn Meeting), Landlord shall revise for a third time the Initial Plans to reflect the Required Corrections agreed upon at the Page Turn Meeting. 23 (d) In the event (x) all Required Corrections established at the Page Turn Meeting have been fully addressed and (y) the Initial Plans are coordinated and complete in accordance with the Design Guide, D&PM shall approve the Initial Plans, such approval not to be unreasonably withheld. In the event that either clause (x) or clause (y) immediately above are not satisfied, Landlord, D&PM, Architect and any required consultants and sub-consultants shall meet with the Executive Director of D&PM (the “Executive Director Meeting”) within seven (7) Business Days to resolve all outstanding Required Corrections established at the Page Turn Meeting. Within five (5) Business Days of the meeting with the Executive Director of D&PM, Landlord shall submit Initial Plans revised for the fourth time. In the event that such fourth revised Initial Plans satisfy clause (x) and clause (y) above (except in this instance clause (x) relates to the Executive Director Meeting and not the Page Turn Meeting), Tenant shall approve the Initial Plans, such approval not to be unreasonably withheld. (iii) The process set forth above in Section 6(A)(4)(ii) shall be repeated by the parties for the Second Tranche and for the Third Tranche, provided that Landlord shall cause its Architect to prepare the Initial Plans for the Second Tranche within seventy-five (75) Business Days from D&PM’s written approval of the Initial Plans for the First Tranche and prepare the Initial Plans for the Third Tranche within seventy-five (75) Business Days from D&PM’s written approval of the Initial Plans for the Second Tranche. (iv) D&PM’s review and approval of the Initial Plans for each Tranche is solely for the purpose of verifying compliance with the project program, the Scopes and Plans, and the Design Guide requirements. D&PM's approval shall not relieve the Landlord, its consultants, subconsultants and contractors, of their responsibilities for code compliance, errors, omissions and coordination of all drawings and the work of all trades. (5) Within ten (10) Business Days after D&PM’s approval of the Initial Plans for each Tranche, Landlord shall file for Post Amendment Approvals and diligently pursue obtaining such Post Amendment Approvals. Upon the date (“Work Commencement Date”) that is the later of (a) fifty (50) Business Days after D&PM's approval of the Initial Plans for each Tranche or (b) five (5) Business Days after receipt of the Post Amendment Approvals and Permits (as hereinafter defined), each such fifty (50) and five (5) Business Day period subject to extension for Unavoidable Delay and Tenant Delay (defined in Section 6(D)), Landlord shall commence the Work for the applicable Tranche. Landlord shall submit to D&PM copies of the permits permitting performance of the applicable Tranche and approvals of the Final Plans for each filing when received from the Buildings Department, Fire Department and any other regulatory agencies which require said submission for the applicable Tranche (“Permits”). (6) (i) Landlord hereby warrants and represents that it has the financial capability and/or adequate financing to complete the Work in the time frames set forth herein. In that connection, within fifteen (15) Business Days of the Tenant’s approval of the Initial Plans and Landlord’s receipt of any required Buildings Department, Fire Department and any other required regulatory agency approvals for the First Tranche, subject only to extension for Unavoidable Delays (as such term is defined in Article 22 of this Lease), and in any event prior to commencement of the Work, Landlord shall deliver to Tenant (a) a term sheet or commitment letter for construction financing in customary form from an institutional lender in an amount sufficient to complete the Work and/ or (b) such other evidence and assurances reasonably 24 satisfactory to Tenant of Landlord’s financial capability to complete the Work, which evidence may be provided in (but shall not be limited to) a letter from Landlord’s certified public accountant affirming to the effect, in accordance with generally accepted accounting principles, that Landlord has the financial capability to undertake and complete the Work as set forth in this Lease. In addition, if Landlord fails to comply with the foregoing, Tenant may terminate this Lease (without penalty) upon ninety (90) days prior written notice to Landlord if such compliance is not achieved prior to the end of such ninety (90) day period. (ii) Landlord shall have a continuing obligation to make regular periodic payments to its contractors at approximately thirty (30) day intervals in amounts reasonably commensurate with the amount of progress towards Final Substantial Completion from the start of the Work up to the date of Final Substantial Completion, to ensure diligent and timely completion of the Work, subject to customary retainages and the requirements of Landlord’s agreements with its general contractor(s) and any sub-contractor(s), vendor(s) or supplier(s). (7) Limited Reimbursement of Work Costs. The costs incurred by Landlord to perform the Work shall be paid for initially by Landlord. Tenant shall then reimburse Landlord for 24% of the costs incurred by Landlord to perform the Work (inclusive of soft costs) up to a total reimbursement that shall not exceed $33,549,356.00 (such reimbursable portion being the “Reimbursable Work Costs”). Landlord shall pay the remaining portion of the costs that it incurs to perform the Work other than the Reimbursable Work Costs at its sole cost and expense. Tenant shall pay the Reimbursable Work Costs in three separate payments for each of the Tranches allocable portion of the Reimbursable Work Costs (provided Tenant has not already reimbursed $33,549,356.00), within sixty days of the later to occur of (i) Substantial Completion (defined below) as certified by D&PM of the respective Tranche or, if applicable with respect to the Third Tranche only in accordance with the terms of Article 6, as determined by arbitration in accordance with the provisions of Section 6(A)(9)(ii), and (ii) receipt of an invoice for the Tenant Work Cost allocable to such Tranche with reasonable supporting documentation. In addition to the Reimbursable Work Costs, Tenant shall pay to Landlord two project management fees for its management of the Work. The first project management fee shall be in the amount of $3,056,959.00 and shall be paid within sixty (60) days of the later of (i) Substantial Completion of the First Tranche and (ii) receipt of an invoice from Landlord. The second project management fee shall be in the amount of $6,386,562.00 and shall be paid within sixty (60) days of the later of (i) Substantial Completion of the Second Tranche and (ii) receipt of an invoice from Landlord. Notwithstanding anything to the contrary, in no event shall Tenant reimburse Landlord more than $42,992,877.00 (the “Final Article 6 Reimbursement Amount”) which amount consists of the aggregate of the Reimbursable Work Costs not to exceed amount and the two project management fees for Landlord’s performance and management of the Work. The Final Article 6 Reimbursement Amount shall be subject to audit by the Department of Citywide Administrative Services and/or its authorized representative. Such costs may, in the discretion of the Comptroller of the City of New York, also be post audited by the Comptroller. Landlord acknowledges and agrees that, except to the extent permitted by Section 6(A)(8)(v), the project management fees expressly provided for and paid by Tenant to Landlord pursuant to this Section 6(A)(7) constitutes the entire project management fee that Landlord is entitled to for performing and completing the Work. 25 (8) Change Orders. (i) If Tenant desires any change, addition or alteration in or to the Work as shown on or described in the Scopes and Plans or any of the approved Final Plans (“Tenant Requested Change Order”), that, in any such case, would not (w) affect any of the structural elements of the Building (e.g., location, capacity or other specifications relating to the elevators, stairs, façade, shear walls, entrances) or building systems, (x) affect the Common Areas, (y) cost in excess of, when aggregated with the cost of all of the previously Approved Change Orders (defined below), three million dollars ($3,000,000), or (z) would delay the Final Substantial Completion Date, or the achievement of Substantial Completion of any Tranche as determined by Landlord in its reasonable discretion (a “Permitted Change Order Request”), Landlord shall not unreasonably withhold its consent to the submitted Permitted Change Order Request. If Tenant submits a request to Landlord for a Tenant Requested Change Order that does not constitute a Permitted Change Order Request, Landlord may approve or deny such request as determined by Landlord in its sole and absolute discretion, for any reason or no reason, and the absence of a response from Landlord within the time period provided in Section 6(A)(8)(ii) below shall automatically be deemed a denial. (ii) Landlord shall notify Tenant, with reasonable promptness (but in any event within twenty (20) Business Days after receipt of Tenant’s Permitted Change Order Request), whether Landlord approves the Permitted Change Order Request (and, if Landlord does not approve, the reasonable basis on which such approval is being denied) or whether Landlord needs additional information from Tenant. (iii) If Landlord approves a Permitted Change Order request, Landlord’s approval notice shall be accompanied by a proposal, based upon reasonably detailed cost estimates supported by appropriate back-up, specifying any increases in the costs of the Work resulting from such Change Order. Tenant shall have ten (10) Business Days after receipt of Landlord’s approval within which to withdraw the subject Permitted Change Order Request, TIME BEING OF THE ESSENCE, by written notice to Landlord; if Tenant does not timely give such withdrawal notice, Tenant shall be deemed to have approved Landlord’s proposal for the subject Permitted Change Order Request (individually, an “Approved Change Order”, or collectively, “Approved Change Orders”). (iv) In no event shall any change, addition or alteration be deemed a change order initiated by Tenant for the purposes of this Section 6(A)(8) (and, therefore, the cost of which shall not be included when calculating the $3,000,000.00 cap set forth in Section 6(A)(8)(i)(y) but such costs shall be subject to the last sentence of this Section 6(A)(8)(iv)) if the same results by reason of (a) an error or omission by the Architect or the Architect’s subconsultants (such change orders, “Architect E/O Change Orders”) and/or (b) Landlord’s gross negligence or Landlord’s willful misconduct (such change orders, “Landlord Cost Change Orders”). The costs incurred by Landlord to perform Landlord Cost Change Orders shall not be subject to reimbursement by Tenant as Reimbursable Work Costs, Landlord shall solely bear the unlimited costs of Landlord Cost Change Orders, and Landlord shall not be excused from completing the Work as a result of Landlord Cost Change Orders. Without the prior consent of Tenant, not to be unreasonably withheld or delayed, Landlord shall not initiate any change order that would adversely affect Tenant’s program set forth in the Scopes and Plans or otherwise adversely affect

26 Tenant’s use and enjoyment of the Demised Premises to more than de minimis extent, except no prior consent shall be required from Tenant for any change order required to comply with Legal Requirements. Notwithstanding the foregoing, the costs incurred by Landlord to perform all change orders (other than Landlord Cost Change Orders) that are issued with regard to the design and performance of the Work pursuant to this Agreement including, without limitation, Architect E/O Change Orders and Tenant Requested Change Orders shall be subject to reimbursement by Tenant as Reimbursable Work Costs to the extent permitted pursuant to the terms and conditions of Section 6(A)(7). (v) In addition to Tenant Requested Change Orders, Tenant shall have a onetime option, at its discretion, to request and pay for change orders related solely to additional administrative work Tenant requires from Landlord related to project management of the Work (“Administrative Change Order”). In the event Landlord accepts Tenant’s request for an Administrative Change Order, Tenant’s reimbursement for the additional administrative work pursuant to the Administrative Change Order shall be limited to the amount that the sum of the finally determined Reimbursable Work Costs after the Final Substantial Completion has occurred and the two project management fees payable pursuant to Section 6(A)(7) are less than the Final Article 6 Reimbursement Amount. Tenant shall pay the amount of the Administrative Change Order calculated pursuant to the immediately preceding sentence within sixty (60) days of receipt of an invoice from Landlord along with reasonably supporting documentation. (9) (i) Each Tranche of the Work shall be deemed “Substantially Complete” and “Substantial Completion” shall be deemed to have occurred (the “Substantial Completion Date”) upon (1) a joint walk-through of the Demised Premises (the “Walk- Through”) by Landlord, the Architect, and Tenant pursuant to Section 6(A)(9)(v), and certification by D&PM (which certification shall not be unreasonably withheld, conditioned, or delayed) of Landlord’s completion of the relevant Work as indicated in the Final Plans for such Tranche excepting (x) minor details of construction or decoration which do not adversely affect Tenant’s use of the Demised Premises (collectively, “Punch List Items”) and (y) Long Lead Items (defined below); (2) receipt by Landlord and delivery to D&PM of all of (a) the Required Sign- Offs (defined below) to the extent such Required Sign-Offs are required for the applicable Tranche, (b) documentation demonstrating compliance with the terms and provisions of Article 26 of this Lease – Asbestos including, but not limited to, an ACP-5, ACP-7 or other similar document issued by the Buildings Department and, if applicable, an O&M Plan (defined in Article 26), (c) a certified air and water balancing report approved by Landlord’s engineer as being in conformance with the Final Plans for such Tranche, and (d) certification from Landlord’s engineer that a connection between a direct electric meter or meters (which may be existing meters) and the applicable Tranche has been correctly provided; and (3) D&PM’s certification (which certification shall not be unreasonably withheld, conditioned, or delayed) that all of the Furniture and Equipment applicable to such Tranche has been fully provided, installed, and (where applicable) commissioned (clauses (2)(a), (2)(b), (2)(c), and (2)(d) collectively, the “Substantial Completion Documentation”). The term “Required Sign-Offs” means, to the extent required by applicable Legal Requirements, all applicable inspection sign-offs (applicable to the Work described by the Scopes and Plans) of any Governmental Authorities having jurisdiction including, but not limited to Buildings Department Letter of Completion, Buildings Department Post Permit TR-1, Certificates of Compliance (formerly known as Equipment Use Permits), sprinkler, mechanical, electrical and plumbing sign-offs, Fire Department and elevator inspections and sign-offs, and a 27 current Certificate of Occupancy or Temporary Certificate of Occupancy (“TCO”) for all of the uses of the Demised Premises permitted by this Lease. (ii) The Work in its entirety shall be deemed substantially complete (“Final Substantial Completion”) upon Landlord achieving Substantial Completion for all of the Tranches. The date that Landlord achieves such Final Substantial Completion (the “Final Substantial Completion Date”) shall be the date that Substantial Completion has occurred for the third and final Tranche to achieve Substantial Completion, which, as set forth in this Article 6, the parties intend to be the Third Tranche. (iii) Notwithstanding anything to the contrary set forth above, if (a) Landlord is required (pursuant to Legal Requirements) to provide, and has provided, the Buildings Department and/or the Fire Department with fully completed requests and applications for Fire Department drawing approvals and/or the Required Sign-Offs for any Tranche, (b) Landlord has timely responded to any objections raised, (c) the Buildings Department and/or the Fire Department have not provided Landlord with inspection dates or Required Sign-Offs for such Tranche after a period of (x) thirty (30) days of such complete filings and applications for Required Sign-Offs or (y) eight (8) months of such complete filings and applications for Fire Department drawings approvals, and (d) Landlord has concurrently notified Tenant of the date these requests for approvals and/or inspections are made, then Landlord may have the Architect and/or engineer certify (which shall include, if applicable, a report from the fire alarm vendor verifying that all relevant fire alarm devices are operational) Landlord’s completion of the relevant Work as indicated in the approved Final Plans is in compliance with code (to the extent required for the applicable Tranche under applicable Legal Requirements) and such Tranche shall be deemed complete on that date of the Walk Through. Such certification(s) shall be adequate and sufficient for Substantial Completion purposes; however, Landlord shall remain responsible for, and shall diligently pursue obtaining all Required Sign-Offs including Fire Department drawing approvals and inspections and achieving Substantial Completion as herein defined and required for the applicable Tranche under applicable Legal Requirements. Landlord shall be responsible for all costs that may be associated with the Architect’s and/or engineer’s certification of the applicable Tranche other than to the extent reimbursed as Tenant Work Cost. In the event Landlord fails to undertake commercially reasonable efforts to obtain all sign-offs as set forth above within ninety days from the engineer/architect’s certification, then beginning on the ninety-first (91st) day Tenant shall be entitled to exercise its remedies under this Article 6, subject to the terms and conditions thereof. (iv) The term “Long Lead Items” means any Tenant’s Work which Landlord reasonably anticipates will, and Landlord provides to Tenant reasonable verification that such work is reasonably anticipated to, delay the projected time schedule for Final Substantial Completion of the Work beyond the twenty-two (22) month schedule, whether (as examples and not by way of limitation) because of the specialized technical services required therefor (e.g., computer installations or special electronic systems), or a materially increased probability of delay by virtue of the requirements of prefabrication of material (e.g., extraordinary woodworking or carpentry requirements) or the obtaining of unique commodities (e.g., special woods or stones). Landlord shall notify Tenant as soon as practicable of any Long Lead Items and the reason it is considered Long Lead Items. Landlord shall cooperate and consult with Tenant to substitute for any Long Lead Items comparable like-kind items so as to eliminate or minimize the anticipated 28 delay, and Tenant shall not unreasonably withhold or delay Tenant’s consent to any such substitution. Any Long Lead Items shall be performed by Landlord as a Punch List Item. (v) (a) For each Tranche, Landlord shall notify Tenant that Substantial Completion is anticipated at least thirty (30) days prior to the anticipated Substantial Completion Date. At least ten (10) Business Days prior to the anticipated Substantial Completion Date, Landlord shall send Tenant a notice (a “Substantial Completion Notice”) setting forth the anticipated Substantial Completion Date. Within five (5) Business Days after Tenant’s receipt of such Substantial Completion Notice, and provided that within such five (5) Business Day period Landlord has provided Tenant with the Substantial Completion Documentation, Tenant shall establish a date reasonably acceptable to Landlord (the “Walk-Through Date”) on which Landlord and Tenant shall jointly inspect the Demised Premises, which Walk-Through Date shall be no earlier than the anticipated Substantial Completion Date set forth in the Substantial Completion Notice and no later than five (5) Business Days after such anticipated Substantial Completion Date. (b) If the Work for the applicable Tranche is Substantially Complete by the Walk-Through Date, Tenant shall deliver a letter certifying Substantial Completion (as of the Walk-Through Date) within seven (7) Business Days after the Walk- Through Date. Such certification of Substantial Completion by Tenant shall not be unreasonably withheld, conditioned or delayed. If following the joint inspection Tenant believes that the Work is not substantially complete, Tenant shall furnish Landlord with a written list of incomplete work within five (5) Business Days after the Walk-Through Date. Thereafter, Landlord shall send Tenant a second Substantial Completion Notice at least five (5) Business Days before the date that Landlord believes that the Work will be Substantially Completed, setting forth the then anticipated Substantial Completion Date. Within five (5) Business Days following receipt of Landlord’s second Substantial Completion Notice, Tenant shall establish a second Walk-Through Date, reasonably acceptable to Landlord, which second Walk-Through Date shall be no earlier than the then anticipated Substantial Completion Date set forth in the second Substantial Completion Notice, and no later than five (5) Business Days after such anticipated Substantial Completion Date. In the event that Tenant believes that the Work still has not been Substantially Completed on the second Walk-Through Date, the procedure set forth in the preceding three sentences shall be repeated, as many times as necessary, until the Work has been Substantially Completed and Tenant has delivered a letter to Landlord certifying Substantial Completion. (vi) If (a) after D&PM certifies Substantial Completion for the First Tranche, Second Tranche, and/or the Third Tranche, Landlord disagrees with the date that D&PM has determined is the date that Landlord has achieved Substantial Completion for the First Tranche and/or the Second Tranche, (b) Landlord and Tenant are unable to agree whether or not Final Substantial Completion has occurred after completing three (3) walk-throughs in accordance with Section 6(A)(9)(v), and/or (c) Landlord and Tenant are unable to agree whether or not a Landlord Delay (as hereinafter defined) and/or a Tenant Delay has occurred, then either Landlord or Tenant may refer such dispute(s) to expedited construction arbitration. In such case(s) (and in any other case in which this Lease expressly permits either party to refer a dispute to expedited construction arbitration), the dispute shall be resolved by arbitration conducted in The City of New York and judgment upon the award rendered may be entered in any court of competent jurisdiction. The party hereto desiring to arbitrate a dispute pursuant to this section shall give notice (the “Dispute 29 Notice”) to that effect to the other party, and such dispute shall be submitted to a single disinterested arbitrator selected in accordance with the then prevailing expedited commercial arbitration rules of the American Arbitration Association (“AAA”), provided that the arbitrator selected shall have at least fifteen (15) years of recent experience in the management of comparable base building and interior construction projects in New York City. The arbitration shall be conducted at the offices of the AAA in Manhattan in accordance with the then prevailing expedited commercial arbitration rules of the AAA. The decision of the arbitrator shall be conclusive upon the parties. The arbitrator’s fee shall be borne equally by the parties and each party shall bear the costs of its own counsel, witnesses and presentation of evidence. The arbitrator shall have no power to vary or modify any of the provisions of this Lease. (vii) In the event Landlord provides a TCO and/or any other Required Sign-Offs which may be delivered by Landlord to Tenant in connection with achieving Substantial Completion of a Tranche that are temporary in nature, Landlord will keep such sign-offs all in full force and effect and will be solely liable for all costs in connection therewith until Landlord obtains any necessary final Certificates of Occupancy or other final Required Sign-Offs, as the case may be. Landlord, prior to each Substantial Completion Date, shall remove all violations issued with respect to the applicable Tranche which do not result from acts or omissions of Tenant and which (a) affect the life safety systems, (b) render Landlord unable to obtain any applicable governmental sign-offs with respect to the Work, (c) pose a threat to the life, safety or property of Tenant or any of Tenant’s employees, agents, contractors or invitees, or (d) obstruct access to the Demised Premises. B. Landlord Delay. (1) In the event Landlord, as extended for Tenant Delay or Unavoidable Delay, fails to (i) meet any applicable time frames under Section 6(A) above for such Tranche, (ii) apply for the Permits for each Tranche within the time period provided for in Section 6(A)(5), and/or (iii) commence the Work applicable to such Tranche by the applicable Work Commencement Date (each of such items described under the foregoing clauses (i), (ii) and/or (iii), a “Landlord Preconstruction Delay”), then Tenant shall have the remedies set forth in Section 6(C) subject to the terms and conditions set forth therein. Landlord shall not be charged for any Landlord Preconstruction Delay unless (a) Tenant shall have given Landlord a notice advising Landlord of its failure to so commence and/or perform (a “Landlord Preconstruction Delay Notice”) and (b) Landlord shall have failed to cure such failure within five (5) Business Days after its receipt of the Landlord Preconstruction Delay Notice, or, if such failure is not reasonably susceptible of being cured within said five (5) Business Day period, Landlord fails to notify Tenant of its intention to cure and commences to cure within such five (5) Business Day period, and thereafter endeavors to diligently prosecutes such cure to completion. (2) Notwithstanding anything to the contrary in Section 6(B)(1) immediately above, in the event Landlord fails to achieve Final Substantial Completion on or before the Final Substantial Completion Deadline as hereinafter defined (such failure being a “Landlord Substantial Completion Delay”, and together with Landlord Preconstruction Delay, “Landlord Delay”), then commencing upon the date Tenant shall have given Landlord a notice advising Landlord of its failure to timely achieve Final Substantial Completion (a “Landlord Substantial Completion Delay Notice” and together with Landlord Preconstruction Delay Notice, a “Landlord Delay Notice”), Tenant shall have the remedies set forth in Section 6(C) subject to the terms and conditions set forth therein. The “Final Substantial Completion Deadline” shall be,

30 subject to extension for Unavoidable Delay and Tenant Delay, twenty-two (22) months plus ten (10) Business Days following D&PM’s approval of the Initial Plans for the First Tranche except that for purposes of Section 6(C)(1)(iii)(b) only, the Final Substantial Completion Deadline shall be, subject to extension for Unavoidable Delay and Tenant Delay, twenty-four (24) months plus ten (10) Business Days following D&PM’s approval of the Initial Plans for the First Tranche. (3) In the event two (2) or more separate instances of Landlord Delay occur simultaneously (i.e., on the same calendar day or days), such Landlord Delays shall be deemed to run concurrently and not consecutively for the number of calendar days that the two (2) or more separate instances of Landlord Delays simultaneously occur and, accordingly, each such calendar day will only constitute one (1) day of Landlord Delay. It is further understood and agreed that, notwithstanding anything to the contrary, no delay or other circumstance that would otherwise constitute a Landlord Delay that is caused by an Unavoidable Delay or that is caused by a Tenant Delay shall be deemed a Landlord Delay for purposes of this Section 6(B) for the period of such Unavoidable Delay or Tenant Delay. C. Effect of Landlord Delay. (1) Tenant Remedies. In each and every instance that (i) a Landlord Preconstruction Delay has occurred and Tenant has given to Landlord a Landlord Preconstruction Delay Notice pursuant to Section 6(B)(1) and Landlord shall have failed to cure the delay in question within the cure periods permitted by Section 6(B)(1) (as such cure periods may be extended for Unavoidable Delay and/or Tenant Delay) and/or (ii) a Landlord Substantial Completion Delay has occurred and Tenant has given to Landlord a Landlord Substantial Completion Delay Notice, then Tenant shall have the following remedies: (i) Rent Credit. With regard to a Landlord Substantial Completion Delay only (and not with regard to a Landlord Preconstruction Delay), Tenant shall receive as liquidated damages (and not as a penalty) a credit against the next installment(s) of Base Rent due and payable for the entire Demised Premises pursuant to the terms of Article 2 equivalent to two (2) days of Base Rent for every one (1) day of Landlord Substantial Completion Delay for the period commencing on the date of Landlord’s receipt of the Landlord Substantial Completion Delay Notice and ending on the Final Substantial Completion Date. (ii) Tenant’s Self Help Rights. In the event that either (a) Tenant shall have given Landlord a Landlord Preconstruction Delay Notice for a Landlord Preconstruction Delay and, subject to extension for Tenant Delay and Unavoidable Delay, Landlord shall have failed to commence to cure the Landlord Preconstruction Delay in question within thirty (30) Business Days after its receipt of such Landlord Preconstruction Delay Notice and thereafter diligently and without interruption complete the performance of same or (b) a Landlord Substantial Completion Delay has occurred and Tenant shall have given Landlord a Landlord Substantial Completion Delay Notice, then Tenant may give Landlord written notice (hereinafter referred to as a “Self Help Notice”) advising Landlord of its failure. If Landlord fails to commence to cure the Landlord Delay in question within thirty (30) Business Days after its receipt of such Self Help Notice, Tenant, in addition to any other remedy it may have, at its option may as agent of the Landlord may perform the Work or any other obligation of Landlord pertaining to the Landlord Delay in question (subject to Section 39(I)) and deduct the cost thereof from the Rent to become 31 due and payable pursuant to Article 2 hereof following delivery to Landlord of reasonable back-up documentation of the costs incurred. Tenant, however, shall not be required to exercise the foregoing self-help right. (iii) Tenant’s Termination Rights. (a) Preconstruction Delay Termination Right. Notwithstanding anything to the contrary herein, in the event that Tenant shall have given Landlord a Landlord Preconstruction Delay Notice for a Landlord Preconstruction Delay and, subject to extension for Tenant Delay and Unavoidable Delay, Landlord shall have failed to commence to cure the Landlord Preconstruction Delay in question within thirty (30) Business Days after its receipt of such Landlord Preconstruction Delay Notice and thereafter diligently and without interruption complete the performance of same, then if Landlord shall not have commenced to cure such failure within said cure period or to have thereafter diligently and with continuity endeavored to prosecute such cure to completion, Tenant may, in addition to any other remedy it may have, elect to terminate this Lease in whole or in part (in accordance with Section 6(C)(1)(iii)(d)) upon delivery of an one hundred and eighty (180) days’ Termination Notice (as defined below) to Landlord, provided such Landlord Delay continues through the expiration of said additional one hundred and eighty (180) day period (as extended for Unavoidable Delays and Tenant Delays), whereupon this Lease shall terminate in whole or in part, as the case may be, and neither party shall have any further rights, interests, liabilities or obligations under this Lease with respect to the other for the terminated portion of the Demised Premises except for rights, interests, liabilities or obligations that by the terms of the Lease expressly survive such termination of the Lease; provided, however, that in the event Landlord shall have commenced to cure the Landlord Preconstruction Delay in question within the additional one hundred and eighty (180) day period and thereafter diligently and continuously endeavors to prosecute such cure to completion, the Termination Notice shall be void and this Lease shall remain in full force and effect. Upon the termination of this Lease pursuant to this Section 6(C)(1)(iii)(a), Landlord shall refund to Tenant any payments previously paid by Tenant to Landlord pursuant to Section 6(A)(7), which refund obligation shall survive the termination of this Lease. (b) Substantial Completion Delay Termination Right. Notwithstanding anything to the contrary herein, in the event that a Landlord Substantial Completion Delay has occurred and Tenant shall have given Landlord a Landlord Substantial Completion Delay Notice, then Tenant may, in addition to any other remedy it may have, elect to terminate this Lease in whole or in part (in accordance with Section 6(C)(1)(iii)(d)) upon delivery of an one hundred and eighty (180) days’ Termination Notice (as defined below) to Landlord and in the event Landlord has not cured such Landlord Substantial Completion Delay prior to the expiration of said additional one hundred and eighty (180) day period (as extended for Unavoidable Delays and Tenant Delays), this Lease shall terminate in whole or in part, as the case may be, and neither party shall have any further obligation to the other for the terminated portion of the Demised Premises except for obligations that by the terms of the Lease expressly survive such termination of the Lease. Upon the termination of this Lease pursuant to this Section 6(C)(1)(iii)(b), Landlord shall refund to Tenant any payments previously paid by Tenant to Landlord pursuant to Section 6(A)(7), which refund obligation shall survive the termination of this Lease. 32 (c) The term “Termination Notice” shall mean a written notice from Tenant to Landlord that states the applicable Landlord Delay and Tenant’s intention to terminate the Lease in whole or in part as a result thereof (and if in part, specifies the Tranche or Tranches that are being terminated), and shall include the following statement in all capital letters: “THIS IS A TIME SENSITIVE NOTICE AND IF LANDLORD SHALL FAIL TO TAKE THE REQUIRED ACTIONS SPECIFIED IN THIS NOTICE WITHIN ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THE LEASE PURSUANT TO ARTICLE 6 OF THE LEASE”. (d) Tenant’s shall be entitled to partially terminate this Lease pursuant this Section 6(C)(1)(iii) on a Tranche-by-Tranche basis only, i.e. Tenant is not entitled to terminate less than an entire Tranche. The Tranche or Tranches that Tenant chooses to terminate being the “Article 6 Termination Space”. If Tenant terminates this Lease in part pursuant to this Section 6(C)(1)(iii), then effective from and after the day immediately following the effective date of such termination, Tenant shall continue to lease the Demised Premises (other than the Article 6 Termination Space) upon all of the terms and provisions of this Lease; provided, (w) Base Rent (including all step-ups) amounts for the entire Demised Premises shall be reduced by a fraction, expressed as a percentage, the numerator of which shall be the amount(s) of rentable square footage for the applicable Article 6 Termination Space and the denominator of which shall be 640,744; (x) Tenant’s Share (defined in Article 4) shall be reduced proportionately to reflect the termination of the Article 6 Termination Space; (y) the term “Demised Premises” shall no longer include the applicable Article 6 Termination Space; and (z) with respect to the calendar month in which such termination occurs, all Base Rent and Additional Rent due and payable for the applicable Article 6 Termination Space shall, if applicable, be apportioned for such calendar month as of the effective date of such termination. (2) Notwithstanding anything contained in this Article 6 to the contrary, Landlord shall not be charged for any Landlord Substantial Completion Delay if Landlord has Substantially Completed the Work for all of the Tranches by the Final Substantial Completion Deadline other than a portion or portions of the Work with regard to no more than 5% of the total RSF of the Demised Premises in the aggregate. (3) Tenant, upon at least fifteen (15) Business Days prior notice by Landlord, shall execute and deliver to Landlord, and/or other person, firm or corporation specified by Landlord, a statement as to whether a Landlord Delay noted in a Landlord Delay Notice then remains uncured. Notwithstanding anything to the contrary, Tenant’s failure to timely deliver such a statement shall not constitute either a Tenant Delay or an event of default under Article 32. D. (1) For purposes of this Lease, a “Tenant Delay” shall mean any delay of one or more days (not due to Unavoidable Delays) that continues after written notice from Landlord, 33 which results in Landlord’s inability to (x) timely meet any applicable time frames under this Article 6, (y) timely commence the performance of Work with regard to any Tranche or (z) timely Substantially Complete the Work (with regard to any Tranche) due to any of the following: (1) any written request by Tenant that delays Landlord in proceeding with any segment or part of the Work; (2) except if related to a Permitted Change Order Request, any material changes or requests for material changes by Tenant to the Work; (3) any failure by Tenant to respond reasonably and in good faith or within the time frames set forth herein or to respond with reasonable specificity where required herein; (4) interference or delay in the performance of the Work by any Tenant Party (defined in Article 39) attributable to the performance of any work in the Demised Premises by such Tenant Party; (5) any act or violation by a Tenant Party (including, without limitation, by ACS as the agency occupying the Demised Premises or by DCAS as the agency that leased the Demised Premises) that delays Landlord in obtaining any of the Required Sign-Offs required by this Article 6 that Landlord has applied for; (6) failure by Tenant to cause D&PM to certify or deny certification of Substantial Completion of the applicable Tranche within seven (7) Business Days of the Walk-Through Date properly established in accordance with Section 6(A)(9)(v)(a); (7) any delay caused by Tenant’s failure to perform any of its obligations under the Lease; or (8) any delay by Tenant in scheduling a Walk-Through in accordance with the terms of Section 6(A)(9)(v). (2) Any Tenant Delay shall accrue from the date of its occurrence provided that Landlord shall have notified Tenant of such Tenant Delay within two (2) Business Days after Landlord actually becomes aware that such Tenant Delay has occurred (which Notice may be sent by email to the Tenant’s Construction Rep provided that notice by email shall only be effective if and when confirmation of receipt by the recipient is delivered by email or other writing), failing which the Tenant Delay shall accrue only from and after the date Landlord notifies Tenant thereof. (3) In the event two (2) or more separate instances of Tenant Delay occur simultaneously (i.e., on the same calendar day or days), such Tenant Delays shall be deemed to run concurrently and not consecutively for the number of calendar days that the two (2) or more separate instances of Tenant Delays simultaneously occur and, accordingly, each such calendar day will only constitute one (1) day of Tenant Delay. It is understood and agreed that none of the delays set forth in this Section 6(D) that is caused by an Unavoidable Delay or that is caused by a Landlord Delay, shall be deemed a Tenant Delay for purposes of this Section 6(D) for the period of such Unavoidable Delay or Landlord Delay. (4) In the event one or more Tenant Delays as defined in Section 6(D)(1) delays the date that Landlord otherwise would have achieved Final Substantial Completion (such type of Tenant Delay being a “Final Substantial Completion Tenant Delay”), then provided the Third Tranche Commencement Date has not occurred pursuant to Section 1(C)(2)(i), Tenant’s obligation to pay Base Rent pursuant to Section 2(A)(1) shall commence on dates prior to the Final Substantial Completion Date (as certified by Tenant pursuant to this Article 6 or, if applicable in accordance with the terms of this Article 6, as determined by arbitration), such acceleration to be equal to the aggregate number of days of such Final Substantial Completion Tenant Delay(s). E. In the event Substantial Completion of a Tranche has occurred, Tenant shall submit to Landlord a written list of Punch List Items, including the as built drawings which it deems to be incomplete, which list of Punch List Items shall be subject to Landlord’s approval, not to be

34 unreasonably withheld. The Punch List Items shall, regardless of whether Landlord and Tenant specify it in the punch list that they create, be deemed to include (i) two sets of record drawings, per the Guide for Design Consultants, for the Work showing all significant changes during construction, including field changes, Approved Change Orders, Architect E/O Change Orders and Landlord Cost Change Orders, based on “marked up” prints, drawings and other data furnished by the general contractor and/or the trade contractors and referenced on the record drawings, and (ii) one set of so-called “as built” drawings. The “as built” drawings shall be submitted in hard copy and Auto Cad versions. Landlord shall within thirty (30) days after receipt of the Punch List Items for each Tranche, commence performance and diligently proceed with continuity to complete said work. If, subject to extension for Unavoidable Delay and/or Tenant Delay, Landlord fails to commence and complete said work within thirty (30) days after receipt of the Punch List Items (or such longer time as may reasonably be required in accordance with good construction practice), Tenant, in addition to any other remedy it may have, may (following delivery of a notice to Landlord that Tenant desires to exercise the following right and Landlord’s failure to commence or resume completing the unfinished Punch List Items within five (5) Business Days of such notice) (i) as agent for the Landlord, perform and complete the Punch List Items work and deduct the reasonable cost thereof from any portion of the Base Rent due and owing under this Lease (on the condition that Tenant submit to Landlord reasonable back-up documentation of the costs incurred) or (ii) may withhold one hundred and fifty percent (150%) of the reasonable estimated value of completing such remaining Punch List Items agreed to by the parties from the annual Base Rent due and owing to Landlord until Landlord performs such work to the reasonable satisfaction of Tenant at which time the amount so withheld shall be paid to Landlord. F. (1) During the thirty (30) day period prior to the anticipated Substantial Completion Date of any Tranche, or on such earlier date as may be consented to by Landlord, such consent not to be unreasonably withheld, Landlord shall permit Tenant to (i) inspect the progress of construction of the Work, (ii) have its telephone and IT equipment installed in the Demised Premises, and (iii) do such work as Tenant may reasonably require including installing its computer equipment, provided, that (a) the same does not interfere with Landlord’s contractors performing the Work, (b) Tenant complies with Landlord’s reasonable requirements regarding the performance of such work by Tenant, (c) such work is coordinated with Landlord, (d) such work does not disturb, damage or otherwise adversely affect Work theretofore performed or installed, and (e) any access to the Property to perform any such work shall be upon all of the terms, covenants and conditions contained in this Lease on Tenant’s part to observe, perform or comply with (including, without limitation, Tenant’s indemnification and insurance obligations under this Lease), except for the payment of Base Rent. (2) Prior to the commencement of the Term, D&PM shall have the right, on reasonable prior notice, during Business Hours on Business Days and subject to Landlord’s reasonable safety requirements and the safety requirements of Landlord’s general contractor, to inspect the progress of the Work, and shall in no event interfere with any installation or delay the Work in any manner. G. With respect to Tenant's repair obligations, upon completion of the Work, Landlord shall assign to Tenant the beneficial interest in all warranties and guarantees received by Landlord from contractors and materialmen engaged in the performance of the Work, as well as the right to enforce any contracts made with such contractors and materialmen if and to the extent assignable. 35 Landlord agrees to cooperate fully with Tenant in the event that Tenant seeks to enforce its rights with respect to the warranties and guarantees and any costs incurred by Landlord in connection with such cooperation shall be included as an item of Operating Expenses pursuant to Section 4(B), but excluded from Base Year Operating Expenses. H. Notwithstanding anything to the contrary in Article 13 of this Lease, Landlord shall be responsible for the performance and cost of all repairs resulting from defects of materials and workmanship in construction and/or alterations and improvements of the Demised Premises or of the Building for a period, following the applicable Substantial Completion Date, of one (1) year or such longer period as may be provided in the warranty of Landlord’s contractor, vendor, manufacturer or other supplier. Furthermore, and notwithstanding anything to the contrary contained in Article 13 of this Lease, if Landlord uses existing ductwork or existing ventilation equipment, it shall remain solely responsible for the performance and cost of repair or replacement of same during the entire Term unless the repair or replacement is necessitated by the fault of Tenant. I. Landlord acknowledges that portions of the Demised Premises may be occupied and used by Tenant, its employees and invitees outside of the Tranche on which the Work is being done during the performance of the Work. Accordingly, Landlord shall, and shall cause it contractors, to use best efforts to minimize noise, dust and other conditions which may adversely affect Tenant, its invitees, children, employees, and workers, to take every reasonable precaution against injuries to persons or damage to property, and to provide for the safety of persons at the Demised Premises. Landlord shall be responsible for the initiation, maintenance and supervision of reasonable safety precautions and programs in connection with the performance of the Work. Prior to the commencement of the Work, Landlord shall designate a qualified person to carry out such programs and notify Tenant of the person so designated. J. Landlord agrees to cause its contractors performing the Work to maintain commercial general liability insurance covering The City of New York, including its officials and employees, as an additional insured with coverage at least as broad as the most recent ISO Forms CG 20 26 and CG 20 37 and with per occurrence and aggregate limits in the amounts required by the Landlord. Landlord shall furnish Tenant with a certificate of insurance and the required additional insured endorsements. Landlord’s agreements with contractors performing the Work shall include the following provision: “The contractor waives all rights against The City of New York, including its officials and employees, for any damages or losses that are covered by the commercial general liability insurance.” K. Landlord and Tenant shall each designate a representative who shall serve as its representative during the bidding and construction process (each, a “Construction Rep”). Landlord’s Construction Rep shall initially be Liza Rodiger, and Tenant’s Construction Rep shall initially be Ms. Cynthia Poulton. Landlord’s Construction Rep shall provide administration of the design, bidding and Tenant Work, and all instructions to Landlord shall be directed by Tenant or Tenant’s Construction Rep to Landlord’s Construction Rep. All written consents and approvals given by Tenant’s Construction Rep, on behalf of Tenant, or by Landlord’s Construction Rep, on behalf of Landlord, concerning the design and construction of the Work shall be valid and binding on Tenant or Landlord, as applicable. Either party may change its Construction Rep or their contact information in accordance with the terms of Article 21 of this Lease, provided, however, 36 that Landlord and Tenant may only agree to change the means of delivery from e-mail to another agreed upon method by mutual, written agreement. Notices to Landlord during the design and construction phases, and correspondence to Landlord’s Construction Rep shall be sent via e-mail only to: Ms. Liza Rodiger Senior Project Manager Savanna Email: lrodiger@savannafund.com with a copy to: Brian Reiver Chief Real Estate Officer - Leasing Savanna Email: breiver@savannafund.com Notices to Tenant during the design and construction phases, and correspondence to Tenant’s Construction Rep shall be sent via e-mail only to: Ms. Cynthia Poulton Executive Director Design and Project Management, Real Estate Services Department of Citywide Administrative Services Email: cpoulton@dcas.nyc.gov with a copy to: Ms. Awymarie Riollano Acting Assistant Commissioner of Workplace Strategy Real Estate Services Department of Citywide Administrative Services Email: ariollano@dcas.nyc.gov And with a copy also to: all D&PM staff members assigned to this project including, but not limited to, the Project Manager and Project Director, in each case, if and to the extent Tenant has previously given notice to Landlord identifying each such additional notice party and their e-mail address. In the event that either Landlord’s Construction Rep or Tenant’s Construction Rep are changed, notice of such change and the name and contact information set forth above of the substitute Construction Rep shall be sent to the other party to this Lease in accordance with the provisions of Article 21 below. 37 Notwithstanding any provision of this Lease to the contrary, all notices (including notices sent by e-mail) related to the performance of the Work shall be served on Tenant by 5:00 p.m. on a Business Day or shall be deemed received on the next Business Day. L. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not be charged for any electricity or utilities either as a direct charge or as an Operating Expense for a period of usage of such electricity and utilities with respect to a Tranche prior to the Substantial Completion Date for such Tranche. M. (1) Solely with respect to this Article 6, any Unavoidable Delay shall accrue from the date of its occurrence provided that the party (Landlord or Tenant) whose performance under this Article 6 is effected by the Unavoidable Delay (the “Effected Party”) shall have notified the other party of such Unavoidable Delay within two (2) Business Days after the Effected Party actually becomes aware that such Unavoidable Delay has occurred and is effecting their ability to perform (which Notice may be sent by email to the Tenant’s Construction Rep provided that notice by email shall only be effective if and when confirmation of receipt by the recipient is delivered by email or other writing), failing which the Unavoidable Delay shall accrue only from and after the date the Effected Party notifies the other party thereof. Thereafter, the Effected Party shall provide prompt notice to the other party of the date that the Unavoidable Delay has ended, but such notice shall not be required to determine that such Unavoidable Delay has ended for the purposes of this Article 6. (2) Solely for the purposes of delaying the date upon which Tenant’s termination right pursuant to this Article 6 (and Tenant’s termination right pursuant to Section 9(G)(5)) would otherwise take effect, the term “Unavoidable Delay” shall include, in addition to, and not in limitation of, the circumstances described in the definition of Unavoidable Delay contained in Article 22, any delay caused by the general unavailability of, or delays in delivery or obtaining, materials or equipment, as a result of supply chain disruptions, embargoes, and/or unusual shortages of Furniture and Equipment, materials or equipment for which Landlord has provided Tenant with reasonable documentation from vendors, suppliers, manufacturers or other reputable sources evidencing such cause of delay. N. Notwithstanding anything contained in this Article 6 to the contrary, the Work shall not include, and Landlord shall not be responsible for, the acquisition or installation of Tenant's personal computers, monitors, or other typical workstation hardware. Tenant shall coordinate required service provider(s) and account set-up. Prior to installing same, Tenant will notify Landlord if the New York City Office of Technology and Innovation will be involved in such installation. O. Except as expressly provided in this Lease, if for any reason Landlord shall be unable to deliver possession of the Demised Premises to Tenant on any date specified in this Lease for such delivery or any date anticipated for such delivery, Landlord shall have no liability to Tenant therefor and the validity of this Lease shall not be impaired, nor shall the Term be extended, by reason thereof. This Section constitutes “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect.

38 ARTICLE 7 CERTIFICATE OF OCCUPANCY; COMPLIANCE WITH LAWS A. Certificate of Occupancy (1) Landlord represents and warrants to Tenant as of the Effective Date that (i) the uses of the Demised Premises for the purposes set forth in this Lease do not violate any term, covenant or provision of any Mortgage or Superior Lease and (ii) there are no restrictions, covenants, easements, liens, encumbrances, violations and any other exceptions affecting the Property which are inconsistent with and would adversely affect any rights of Tenant under this Lease. (2) If Landlord delivers a TCO for any of the Tranches, then Landlord, at its sole cost and expense, shall keep such TCO in full force and effect and diligently and with continuity pursue to completion efforts to obtain a Certificate of Occupancy (i.e., a permanent certificate of occupancy). Landlord agrees that, during the Term, Landlord shall not modify the then current Certificate of Occupancy or TCO for the Building in a manner so as to prohibit the use of the Demised Premises for any purpose permitted by this Lease. (3) Tenant shall not use the Demised Premises in any manner that violates the Certificate of Occupancy. B. Landlord’s Compliance. (1) Landlord agrees, at its sole cost and expense (subject to Section 4(B)(1)(ii)(13)(2)), to: (i) conduct its operations, activities and alterations and improvements (including, without limitation, the Work) in or about the Demised Premises, the Building and the Land in compliance with (x) all requirements, rules, laws, codes, regulations and orders of Federal, State and local authorities (including, without limitation, the Americans with Disabilities Act of 1990, 42 U.S. C. § 12101 et seq., as amended (“ADA”) and, if applicable, Section 6-130 of the New York City Administrative Code (“Section 6-130”)) and (y) of any board of fire underwriters having jurisdiction over the Demised Premises (clauses (x) and (y) collectively, “Legal Requirements”) during the Term, and (ii) except as to those which are Tenant’s responsibility pursuant to this Lease, including, without limitation, Section 7(C) below, remove any violation under any Legal Requirements imposed upon Landlord or Tenant with respect to the Demised Premises, the Building and the Land. Landlord shall execute and deliver to Tenant upon the full execution of this Lease and within thirty (30) days after the expiration of each calendar year contained within the Term of this Lease (regardless of whether it is a full or partial calendar year) a certification in the form attached hereto as Exhibit G as well as all documentation in support of such certification required by Section 6-130 as well as any additional documentation required to be provided to the “contracting agency” as that term is defined in Section 6-130. Notwithstanding the foregoing, the Building’s failure to not exceed the annual building emissions limit that the Building is then required to meet under the Carbon Emissions Law (defined in Article 10) and/or the imposition of penalties or excess emissions charges with regard thereto shall not be deemed a failure of Landlord to comply with its obligations under this Section or a default by Landlord under this Lease. (2) Landlord’s obligations pursuant to this Section 7(B) shall be subject to its right to contest, at its sole cost and expense, in good faith and with diligence and continuity, any 39 such violation or Legal Requirement which may affect any of Landlord’s operations or activities in the Building or require Landlord to perform any work in the Building (i) so long as Landlord shall promptly notify Tenant of such contest, and (ii) so long as such contest would not (1) interfere with Tenant’s use or occupancy of the Demised Premises for the purposes permitted by this Lease, (2) obstruct access to the Demised Premises, (3) make it unsafe for Tenant to use the Demised Premises, or (4) impose any liability on Tenant. (3) If Landlord fails to comply with Section 7(B)(1) within thirty (30) days after receipt of notice from Tenant of such failure, or if the violation is of a nature which requires more than thirty (30) days to cure, if Landlord fails to commence to cure within such thirty (30) day period and thereafter diligently prosecute such cure to completion, then Tenant may cure such violation or comply with such order or duty (subject to Section 39(I)) and deduct the reasonable third-party and/or out-of-pocket costs thereof from the next amounts of Rent payments due and payable until Tenant has been reimbursed for the reasonable third-party and/or out-of-pocket costs actually incurred by Tenant in curing such violation or complying with such order as reasonably substantiated by Tenant (“Legal Compliance Self-Help Remedy”). If any recoupment permitted by this Section 7(B)(3) cannot be completed prior to the Expiration Date, Landlord shall promptly refund any balance to Tenant and Landlord’s obligation to refund Tenant the balance shall survive the Expiration Date. (4) (i) If a failure by Landlord to comply with Section 7(B)(1) creates a condition hazardous to life, health or safety that affects all or a material portion of the Demised Premises or materially interferes with Tenant’s legal use and occupancy of all or a material portion of the Demised Premises, then Tenant shall give Landlord or the building manager prompt notice thereof, which notice may be oral if confirmed in writing within twenty-four (24) hours thereafter, and (a) if Landlord, within forty-eight (48) hours after receipt of such notice, fails to cure such condition or (b) if the condition is of a nature which requires more than forty-eight (48) hours to cure then Landlord fails to commence to cure within such forty-eight (48) hour period and thereafter diligently prosecute such cure to completion (in each case, subject to extension for Unavoidable Delay and/or Tenant Operational Delay (as hereinafter defined)) (clause (a) and clause (b) each a “Landlord Legal Compliance Default”), then Tenant may provide Landlord and Landlord’s Mortgagee with a five (5) Business Day notice, and if Landlord or its Mortgagee fails to commence curing such failure within said five (5) Business Day period and thereafter diligently continue to pursue completion of work necessary to cure such failure (in each case, subject to extension for Unavoidable Delay and/or Tenant Operational Delay), Tenant may provide Landlord with a Second Landlord Legal Compliance Default Notice (as hereinafter defined). If Landlord fails within sixty (60) days following the delivery of the Second Landlord Legal Compliance Default Notice (subject to extension for Unavoidable Delays and/or Tenant Operational Delay) to commence curing the applicable Landlord Legal Compliance Default or (having previously commenced curing the Landlord Legal Compliance Default) to diligently and with continuity prosecute such cure of the applicable Landlord Legal Compliance Default to completion, then the Lease shall terminate on the last day of such sixty (60) day period (as extended for Unavoidable Delay and/or Tenant Operational Delay) and neither party shall have any rights, interests, liabilities or obligations under this Lease for the period accruing after the effective date of termination, except those that, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease, unless such Landlord Legal Compliance Default is cured 40 or such cure is being diligently prosecuted prior to the expiration of such sixty (60) day period. For the avoidance of doubt, the Second Landlord Legal Compliance Default Notice shall remain in full force and effect until Landlord completes its cure of the applicable Landlord Legal Compliance Default. (ii) The term “Second Landlord Legal Compliance Default Notice” shall mean a written notice from Tenant to Landlord that states the applicable Landlord Legal Compliance Default and Tenant’s intention to terminate the Lease as a result thereof, and shall include the following statement in all capital letters: “THIS IS A TIME SENSITIVE NOTICE AND IF LANDLORD SHALL FAIL TO TAKE THE REQUIRED ACTIONS SPECIFIED IN THIS NOTICE WITHIN SIXTY (60) DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THE LEASE PURSUANT TO ARTICLE 7 OF THE LEASE.” (iii) The Term “Tenant Operational Delay” shall mean any delay of one or more days (not due to Unavoidable Delays) that continues after written notice from Landlord, which results in Landlord’s inability to (x) timely cure a default of Landlord or (y) timely fulfill an obligation of Landlord under this Lease due to any failure of a Tenant Party to reasonably cooperate with, or interference by a Tenant Party with, Landlord’s cure of such default or discharge of such obligation. Any Tenant Operational Delay shall accrue from the date of its occurrence provided that Landlord shall have notified Tenant of such Tenant Operational Delay within two (2) Business Days after Landlord actually becomes aware that such Tenant Operational Delay has occurred, failing which such delay shall constitute a Tenant Operational Delay only from and after the date Landlord notifies Tenant thereof. (iv) Tenant, upon at least thirty (30) days prior notice by Landlord, shall execute and deliver to Landlord, and/or other person, firm or corporation specified by Landlord, a statement as to whether a Landlord Legal Compliance Default noted in a Second Landlord Legal Compliance Default Notice then remains uncured. For the avoidance of doubt, any failure by Tenant to provide such statement does not constitute either a Tenant Operational Delay or an event of default under Article 32. (5) If, as a result of Landlord’s failure to comply with Landlord’s obligations under this Article 7 the Demised Premises or any Substantial Portion thereof is rendered Untenantable, then, for the period beginning on the date that is five (5) Business Days after the Demised Premises or a Substantial Portion has become Untenantable and Tenant has delivered to Landlord the Untenantability Notice (as hereafter defined) and ending on the date the Demised Premises or the applicable Substantial Portion thereof is no longer Untenantable, Base Rent and Additional Rent shall be appropriately abated with respect to the Demised Premises or the applicable Substantial Portion; provided, however, that Tenant shall not be entitled to an abatement for the period of time that Landlord is unable to remedy its failure as a result of Unavoidable Delay. “Untenantable” means that Tenant shall be unable to reasonably use, and shall not be using, the Demised Premises or the applicable portion thereof for the conduct of Tenant’s business in the manner in which such business is ordinarily conducted. “Untenantability Notice” means a written notice from Tenant to Landlord that states that the Demised Premises or a portion of the Demised Premises has become Untenantable, describes the condition resulting in the Untenantability, states 41 that Tenant has ceased to use the Demised Premises or the affected portion of the Demised Premises, and describes the affected portion, if less than the entire Demised Premises. “Substantial Portion” means a portion of the Demised Premises that is five thousand (5,000) or more RSF of space. C. (1) Tenant, at its sole cost and expense, shall from and after the Commencement Date promptly comply with all present and future Legal Requirements, and shall cure or comply with any violation, order or duty imposed upon Landlord or Tenant with respect to the Demised Premises or the Building, which arises directly out of (i) Tenant’s particular manner of use of the Demised Premises (in contrast to use by Tenant for general office and/or lobby purposes), (ii) any Tenant Alterations (as such term is defined in Article 11) not performed by Landlord, (iii) any breach of this Lease by Tenant or (iv) the acts of any Tenant Party. Notwithstanding the forgoing, Tenant shall not be obligated to make structural repairs or alterations unless Tenant has, by its particular manner of use of the Demised Premises (in contrast to use by Tenant for lobby and/or general office purposes, as the case may be) or by the performance of any Tenant Alteration, violated Legal Requirements. Tenant shall pay directly as Additional Rent, within thirty (30) days after Tenant’s receipt of Landlord’s invoice therefor, accompanied by reasonable back-up documentation, all reasonable costs, expenses, fines, penalties or damages, which may be imposed upon Landlord by reason of Tenant’s failure to comply with the provisions of this Section7(C)(1), provided, however, that Landlord has notified Tenant of Tenant’s failure to comply and given Tenant an opportunity to cure said failure within thirty (30) days after receipt of Landlord’s notice, or if such failure could not with diligence be cured within such thirty (30) day period, provided Tenant has not commenced performance of such cure within such thirty (30) day period and prosecuted such cure diligently and with continuity to completion. (2) Notwithstanding anything to the contrary in Section 7(C)(1), Tenant shall be deemed in compliance if Tenant has cured the condition mandating such compliance, by (i) ceasing to use the Demised Premises in the manner giving rise to the condition mandating such compliance, or (ii) removing, in accordance with the provisions of this Lease, any Tenant Alteration giving rise to the need for such compliance, or (iii) other lawful and appropriate means. D. If Landlord or Tenant receives written notice of any violation of any Legal Requirements applicable to the Demised Premises, the recipient of such notice shall promptly give notice thereof to the other party. ARTICLE 8 REAL ESTATE TAXES, ASSESSMENTS, WATER RATES, SEWER RENTS, ARREARS Landlord shall pay all real estate taxes, assessments, water rates and sewer rents levied against said Building and Land for the tax lot where the Demised Premises is located or that may be liens thereon. Landlord shall provide Tenant with receipted bills, payment receipts or other back-up information reasonably satisfactory to Tenant evidencing Landlord's payment thereof within ten (10) Business Days after Tenant shall give written notice to Landlord requesting such evidence of payment. Should Landlord fail to pay said taxes, assessments, water rates and sewer rents, then Tenant, in addition to any and all other remedies it may have, may, after thirty (30) days written notice to Landlord, unless Landlord shall notify Tenant in writing within such thirty (30)

42 day period of a bona fide dispute as to such charges, apply any rent due or that may become due and payable under this Lease to the payment of said taxes, assessments, water rates and sewer rents and so long as any of such items are still unpaid by Landlord at the time Tenant applies the rent, no action or proceeding may be maintained by Landlord against Tenant for nonpayment of rent for the money so applied. ARTICLE 9 LANDLORD'S SERVICES A. From and after the Commencement Date, Landlord, at its cost and expense (but subject to the provisions of Section 4(B) and this Article 9), shall (consistent with the operation of a first-class office building in Manhattan) provide Tenant with the following services during Business Hours (as defined in Article 39) unless otherwise specifically provided: (1) Clean and efficient passenger elevator service during Business Hours. Access to the Demised Premises and at least one (1) passenger elevator stopping at all floors of the Demised Premises available at all times other than Business Hours. (2) Use of the Building’s freight elevator and loading dock(s) during Business Hours; and use of the Building’s freight elevator and loading dock(s) on a scheduled basis during hours other than Business Hours, upon reimbursement of the Landlord’s actual out-of-pocket costs, which reimbursement shall be made by Tenant to Landlord within thirty (30) days after Tenant’s receipt of Landlord’s reasonably detailed invoices therefor. Notwithstanding the foregoing, Tenant shall be entitled to receive, on a scheduled basis, an unlimited number of hours of free freight elevator service in connection with Tenant’s initial move-in of its furniture (other than the furniture provided and installed by Landlord in accordance with Article 6), telecommunications and data equipment into the respective portion of the Demised Premises. (3) Use of two separate entrances to the Building, each containing a ground floor lobby and elevator bank. Tenant shall use the non-exclusive entrance on William Street (the “Main Entrance”) for all of Tenant’s employees, officers, agents, contractors, and all other guests and visitors, except for Clients (defined below). Tenant shall require all members of the public that are receiving services from Tenant or members of the public accompanying such person receiving services from Tenant (collectively, the “Clients”) to exclusively use the entrance on William Street (the “Client Lobby”) which shall be exclusively available for the Clients and for no other tenants or other users of the Building. Tenant shall be exclusively responsible for providing adequate security for the Client Lobby commensurate with a first-class Manhattan office building 24 hours per day, 7 days per week, 365 days per year to prevent unauthorized access to the Building or unauthorized use or occupancy of the Client Lobby. Such adequate security may be by means of a manned security desk during Tenant’s business hours and by locking and securing the Client Lobby during hours that are not Tenant’s business hours, or such other means selected by Tenant and subject to the reasonable approval of Landlord. Landlord shall have no responsibility whatsoever for security for the Client Lobby. Tenant shall take all necessary actions to ensure that the Clients of Tenant only use the Client Lobby for egress from the Building. Tenant shall take reasonable steps to have its Clients enter only through the Client Lobby such as inform Clients prior to their visit that they are to enter through the Client Lobby and not the Main Entrance. In the event any Clients attempt to enter through the Main Entrance, Landlord and Tenant (to the 43 extent of its presence at the Lobby Desk (defined in Article 13)) shall work cooperatively to direct the Clients to the Client Lobby. Landlord shall provide Tenant with access to the Building and the Demised Premises through the Main Entrance and the Client Lobby 24 hours per day, 7 days per week, 365 days per year. (4) Hot and cold water to the core restrooms and tepid and cold water to the Demised Premises on a twenty-four (24) hour per day, seven (7) days per week basis, for lavatory, showering, pantry, drinking and cleaning purposes. (5) Heating, air conditioning and ventilation (“HVAC”) from the base building HVAC system when required in accordance with the performance specifications as follows (the “HVAC Performance Specifications”): Base building HVAC system shall be capable of maintaining an inside design temperature range during summer of 75 (+/- 2) degrees Fahrenheit dry bulb when the outside temperature is 89 degrees Fahrenheit dry bulb. The heating system shall be capable of maintaining a minimum inside temperature range of 72 degrees (+/- 2) degrees Fahrenheit when the outside design temperature is 12 degrees Fahrenheit dry bulb. (6) Cleaning of the exterior windows of the Building at least twice each calendar year and regular extermination service to the Common Areas. (7) Maintenance and operation of (i) the Common Areas (including, without limitation, the mechanical and service areas such as elevators and freight elevators), (ii) the Building systems, including, without limitation, the plumbing, electrical and HVAC systems, and (iii) the Building façade. (8) Cooperation with Tenant in connection with Tenant’s development, implementation and operation of its own security procedures for the Demised Premises including, for the avoidance of doubt, any lobby areas contained in the Demised Premises. (9) Condenser water to the Tenant’s water-cooled supplemental air conditioning units existing in, or exclusively serving, the Demised Premises (“Supplemental Water-Cooled HVAC Units”) on a 24 hours per day, 7 day per week basis and Tenant shall pay directly to Landlord for condenser water supplied to such Supplemental Water-Cooled HVAC Units at Landlord’s actual cost, which currently does not exceed $500.00 per ton per year, as Additional Rent. (10) Intentionally Omitted. (11) General building and site security, twenty-four (24) hours per day, seven (7) days per week. (l2) Electricity to the Demised Premises on a twenty-four (24) hour per day, seven (7) days per week basis, at Tenant’s cost payable to the utility on a direct metered basis, in accordance with Article 10. 44 B. From and after the Commencement Date, Landlord, at its sole cost and expense, shall (consistent with the operation of a first-class office building in Manhattan) provide Tenant with fire safety services including the appointment and supervision of a fire safety director for the Building and the implementation of an emergency action plan reasonably acceptable to Tenant. C. (1) It is the intent of Landlord and Tenant to work collaboratively on moving ACS from the 150 William Premises to the Demised Premises in three separate moves for each of the Tranches (each a “Move” and collectively the “Moves”). As of the Effective Date, Tenant has hired or will hire a moving consultant to assist ACS in organizing and staging the Moves (the “Moving Consultant”). Upon ten (10) Business Days written notice from Tenant for each Move, Landlord shall meet with the Moving Consultant to review and provide reasonable input on the moving plan drafted by the consultant for the applicable Move. The parties (Landlord, Tenant and the Moving Consultant, hereafter the “Moving Parties”) shall work diligently in a reasonably continuous manner to finalize a moving plan for each Move mutually acceptable (in writing) to all of the Moving Parties. None of the Moving Parties shall unreasonably withhold, condition or delay its acceptance of the moving plan, provided that Landlord and Tenant agree that the guiding principle of the moving plan is to complete each Move as quickly as reasonably possible (the final written version agreed upon for each Move by the Moving Parties being the “Moving Plan”). In the event of a conflict between this Section 9(C) and the Moving Plan, the Moving Plan shall take precedence. Promptly following the Moving Parties agreeing to the Moving Plan for the first Move, Landlord shall provide Tenant with a list of at least three (3) moving contractors to perform the move according to the Moving Plan which Tenant shall reasonably accept or reject. If Tenant does not accept at least three (3) moving contractors, Landlord shall repeatedly provide more proposed moving contractors for Tenant’s reasonable approval until Tenant has accepted at least three (3) moving contractors in total. (2) No later than six (6) months prior to the date that Landlord first anticipates achieving Substantial Completion for the First Tranche or such earlier date that may be agreed to in the Moving Plan (the “Moving Commencement Date”), Landlord shall, at its sole cost and expense, retain one of the approved moving contractors (the “Moving Contractor”) for the first Move (which, absent Landlord or Tenant reasonably determining and notifying the other party that the Moving Contractor did a poor job for the first Move, shall be same contractor for the second and third Move) and commence the process of moving ACS’ files, personal computers, miscellaneous non-furniture items and other items specified in the Moving Plan (the “Moving Services”) from a portion of the 150 William Premises to the First Tranche in accordance with the terms of the Moving Plan, including the scheduled timeframes therein. Tenant acknowledges that it must cooperate with the Moving Contractor to properly effectuate the Move and Landlord acknowledges that it is responsible for managing the Moving Contractor’s performance, all in accordance with the requirements of the Moving Plan. Prior to the Moving Commencement Date, Landlord shall coordinate the moving out process with Tenant’s landlord at the 150 William Premises (the “150 William Landlord”) to the extent necessary and shall comply with all relevant building rules then in effect and any additional reasonable requirements of the 150 William Landlord including, but not limited to, ensuring that the Moving Contractor provides a certificate of insurance and names the 150 William Landlord as an additional insured. The process set forth in this paragraph shall be repeated for the second Move and third Move, except all references in this paragraph to the First Tranche shall be deemed references to the Second Tranche or the Third Tranche as the case may be. 45 (3) Landlord agrees to cause the Moving Contractor to maintain commercial general liability insurance covering The City of New York, including its officials and employees, as an additional insured with coverage at least as broad as the most recent ISO Forms CG 20 26 and CG 20 37 and with per occurrence and aggregate limits in the amounts required by the Landlord. Landlord shall furnish Tenant with a certificate of insurance and the required additional insured endorsements. Landlord’s contract with the Moving Contractor shall include the following provision: “The contractor waives all rights against The City of New York, including its officials and employees, for any damages or losses that are covered by the commercial general liability insurance.” Landlord shall hold Tenant harmless for any and all costs and expenses resulting from damage to Tenant’s property occurring as a result of the Moving Services. Landlord shall make a good faith effort to specify in Landlord’s contract with the Moving Contractor that The City of New York is an intended third-party beneficiary. (4) In each and every instance that the Moving Contractor fails to comply with the schedule established in a Moving Plan as a result of the negligence or willful misconduct of Landlord, Tenant may provide Landlord with ten (10) days prior written notice informing Landlord of such failure (a “Moving Schedule Notice”). Upon receipt of such notice, Landlord shall cause the Moving Contractor to remedy such failure so that the Moving Contractor is again in compliance with the Moving Plan (i.e., the Move will be completed on time according to the Moving Plan). Such remedy may consist of actions then taken by the Moving Contractor or an amendment to the applicable Moving Plan reasonably approved by Tenant changing future steps of the Move that as a result will ensure that the move is completed on time. Further, in the event the Moving Contractor fails to complete the Move on time according to the Moving Plan as a result of the negligence or willful misconduct of Landlord (subject to extension for Unavoidable Delay and/or Tenant Operational Delay; and regardless of whether Tenant has provided a Moving Schedule Notice), Tenant may send to Landlord a written notice (the “Moving Completion Notice”) informing Landlord of such failure by the Moving Contractor. The term “Moving Delay Period” shall refer to the period of time that commences upon the date that is ten (10) Business Days after the date of Landlord’s receipt of the Moving Completion Notice (subject to extension for Unavoidable Delay and/or Tenant Operational Delay) until the date that the Moving Contractor has completed the Move in accordance with the Moving Plan. In the event a Moving Delay Period occurs, and such is a result of the negligence or willful misconduct of Landlord, then Tenant shall receive as liquidated damages (and not as a penalty but as Tenant’s sole remedy with regard to the failure to complete the Move on time according to the Moving Plan) a credit against the next installment(s) of Base Rent due and payable pursuant to Article 2 for the applicable Tranche equivalent to one (1) day of Base Rent for each day of the Moving Delay Period. For purpose of this Section 9(C), the term Tenant Operational Delay shall include failure of Tenant to discharge its obligation to cooperate with the Moving Contractor to properly effectuate the Move as set forth above, which failure continues for more than two (2) Business Days of written notice of same provided by Landlord or the Moving Contractor. D. (1) Landlord shall, at its sole cost and expense, supply cleaning and rubbish removal services to the Demised Premises in accordance with the cleaning specifications under the heading “BASE BUILDING CLEANING SPECIFICATIONS” on the exhibit attached hereto as Exhibit H (“Base Building Cleaning Specs”) and periodically (at a frequency reasonably requested by Tenant) provide quality control management reports demonstrating compliance with the specifications. Exhibit H shall serve as the foundation of each report. The report will include

46 (but not be limited to): who conducted the report, the areas that were inspected, the date of the inspection, photos of the inspection, the ranking of each item inspected (poor, fair, good), and a running list of complaints made by the Tenant. Upon written request from Tenant, Landlord shall perform subject to Tenant’s direct reimbursement as Additional Rent (within thirty (30) days after receipt of Landlord’s invoice therefor, accompanied by reasonable back-up documentation) the reasonable costs incurred by Landlord for performing any cleaning and/or rubbish removal of the Demised Premises or any part thereof which is above the Base Building Cleaning Specs set forth on Exhibit H, including the additional cleaning and rubbish removal services required for Tenant’s 24-hour operations at the Demised Premises to the extent the requirements for the 24-hour operations exceed the general requirements of the Base Building Cleaning Specs set forth on Exhibit H, it being agreed that items under the heading “ADDITIONAL TENANT CLEANING SPECIFICATIONS” on Exhibit H are deemed to be above the Base Building Cleaning Specs and subject to separate charge as set forth above. (2) All cleaning which is in addition to the Base Building Cleaning Specs set forth on Exhibit H shall be provided by Landlord’s vendor of such services. Landlord, its cleaning contractor and their employees shall have access to the Demised Premises at all times outside of Business Hours and shall have the right to use, without charge therefor, all light, power and water in the Demised Premises reasonably required to clean the Demised Premises as required under this Article. Tenant shall comply with any rules Landlord and/or its cleaning contractor and/or any consultant to Landlord may establish regarding the management and recycling of solid waste, as may be necessary for Landlord to comply with any applicable Legal Requirements. E. If Tenant requires base building HVAC during hours other than Business Hours (“Overtime HVAC”), Landlord shall furnish such services at Landlord’s actual cost which currently does not exceed Four Hundred and Fifty Dollars ($450.00) per hour per unit of service to Tenant at Tenant’s expense (minimum 4 hours). Landlord’s provision of Overtime HVAC and the amounts charged by Landlord to Tenant for such Overtime HVAC shall be subject to the audit and post-audit in accordance with the terms of Section 4(D). Landlord shall furnish Overtime HVAC upon receiving notice from Tenant no later than the prior Business Day (and in the case of Overtime HVAC to be supplied in the morning prior to the start of Business Hours, upon receiving notice from Tenant by noon of the immediately preceding Business Day). In the event Landlord provides Tenant with Overtime HVAC for this Demised Premises and the demised premises of the Tenant’s other lease in the Building for the same HVAC unit and same time period, Tenant shall only be charged once between the two leases by Landlord for Landlord’s actual cost of providing Overtime HVAC. F. Landlord acknowledges that Tenant is a critical tenant of the Building. Accordingly, Landlord covenants to Tenant that Tenant is receiving, and will for the period of the Term of this Lease receive, subject to the provisions hereof, the full scope of amenities available to all other tenants in the Building. Landlord therefore agrees that if Landlord makes any amenities available outside of the demised premises of any tenant and to other tenants in the Building generally, which other amenities are not provided to Tenant under this Lease, then Landlord shall notify Tenant and offer such amenity to Tenant at no charge or at the most favorable charge that such amenity is available to another tenant. 47 G. Failure to Provide Services. (1) If Landlord fails to provide a service required by Article 9, subject to extension for Unavoidable Delays, Tenant may give Landlord notice of such failure and Landlord shall commence restoration and thereafter diligently pursue such restoration to completion within five (5) Business Days after receipt of such notice by Tenant. If Landlord fails to commence restoration and thereafter diligently pursue such restoration to completion within five (5) Business Days after receipt of such notice by Tenant of any of the services described in Article 9 (subject to extension for Unavoidable Delays and/or Tenant Operational Delay), then Tenant, in addition to any other remedy it may have, may, (x) subject to Section 39(I), perform all work necessary to restore such service and deduct the reasonable costs of such restoration from the next installments of Base Rent until Tenant has been reimbursed for the reasonable costs actually incurred by Tenant in restoring such service, or (y) withhold a portion of Base Rent due equal to the sum of (i) 150% of the reasonable cost of performance of such obligations, as reasonably determined by an architect, engineer, and/or other consultant experienced in such matters that is either an employee of Tenant or a third-party engaged by Tenant (“Tenant’s Repair Consultant(s)”) and (ii) any out- of-pocket costs incurred by Tenant with respect to such third-party Tenant’s Repair Consultant(s), until Landlord performs such obligations, to the reasonable satisfaction of Tenant, at which time any amounts so withheld, less the costs incurred by Tenant for such third-party Tenant’s Repair Consultant(s), shall be paid to Landlord within thirty (30) days of Landlord curing such failure (clause (x) and clause (y) collectively, the “Standard Services Remedies”). If any recoupment permitted to Tenant by this Section 9(G)(1) cannot be completed prior to the expiration of this Lease, Landlord shall refund any balance owing on or before such expiration. Landlord’s obligations to refund any balance owing Tenant shall survive the expiration of this Lease. Landlord shall be obligated to continue to provide all services provided for herein if Tenant invokes its right to deduct or withhold Rent as hereinabove provided. (2) (i) If a failure by Landlord to provide the services in this Article 9 creates an emergency or hazardous condition that (x) affects all or a material portion of the Demised Premises or (y) materially renders the Demised Premises or a material portion thereof unsuitable for the uses set forth herein, then Tenant shall give Landlord, its agent, superintendent or the person designated to receive such notice, prompt notice in writing, personally or by nationally recognized overnight mail service (“Overnight Mail”), and (a) if Landlord within twenty-four (24) hours of receipt of said notice, fails to restore services, or (b) if the restoration of such services is of a nature which requires more than twenty-four (24) hours to complete, then Landlord fails to commence to restore such services within such twenty-four (24) hour period and thereafter diligently prosecute such restoration to completion (in each case subject to extension for Unavoidable Delays and/or Tenant Operational Delay) (clause (a) and clause (b) each a “Landlord Services Default”), then Tenant, in addition to any other remedy it may have, may provide Landlord and Landlord’s Mortgagee with a five (5) Business Day notice, and if Landlord or its Mortgagee fail to commence restoring such services within said five (5) Business Day period and thereafter diligently continue to pursue restoring such services to completion (in each case, subject to extension for Unavoidable Delay and/or Tenant Operational Delay), then Tenant may provide Landlord with a Second Landlord Services Default Notice (as hereinafter defined). If Landlord fails within sixty (60) days following the delivery of the Second Landlord Services Default Notice (subject to extension for Unavoidable Delays and/or Tenant Operational Delay) to commence curing the applicable Landlord Services Default or (having previously commenced curing the 48 Landlord Services Default) to diligently and with continuity prosecute such cure of the applicable Landlord Services Default to completion, then the Lease shall terminate on the last day of such sixty (60) day period (as extended for Unavoidable Delay or Tenant Operational Delay) and neither party shall have any rights, interests, liabilities or obligations under this Lease for the period accruing after the effective date of termination, except those that, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease, unless such Landlord Services Default is cured or such cure is being diligently prosecuted prior to the expiration of such sixty (60) day period. For the avoidance of doubt, the Second Landlord Services Default Notice shall remain in full force and effect until Landlord completes its cure of the applicable Landlord Services Default. (ii) The term “Second Landlord Services Default Notice” shall mean a written notice from Tenant to Landlord that states the applicable Landlord Services Default and Tenant’s intention to terminate the Lease as a result thereof, and shall include the following statement in all capital letters: “THIS IS A TIME SENSITIVE NOTICE AND IF LANDLORD SHALL FAIL TO TAKE THE REQUIRED ACTIONS SPECIFIED IN THIS NOTICE WITHIN SIXTY (60) DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THE LEASE PURSUANT TO ARTICLE 9 OF THE LEASE.” (iii) Tenant, upon at least thirty (30) days prior notice by Landlord (or such shorter period as ends on the expiration of Landlord’s cure period, but no less than ten (10) days), shall execute and deliver to Landlord, and/or other person, firm or corporation specified by Landlord, a statement as to whether a Landlord Services Default noted in a Second Landlord Services Default Notice then remains uncured. For the avoidance of doubt, any failure by Tenant to provide such statement does not constitute either a Tenant Operational Delay or an event of default under Article 32. (3) If, as a result of Landlord’s failure to comply with Landlord’s obligations under this Article 9, the Demised Premises or any Substantial Portion thereof is rendered Untenantable, then, for the period beginning on the date that is five (5) Business Days after the Demised Premises or a Substantial Portion has become Untenantable and Tenant has delivered to Landlord the Untenantability Notice and ending on the date the Demised Premises or the applicable Substantial Portion thereof is no longer Untenantable, Base Rent and Additional Rent shall be appropriately abated with respect to the Demised Premises or the applicable Substantial Portion; provided, however, that Tenant shall not be entitled to an abatement for the period of time that Landlord is unable to remedy its failure as a result of Unavoidable Delay. (4) In accordance with the terms of Section 9(C)(4), Tenant shall be entitled to a credit against Base Rent for the aggregate of each Moving Delay Period that may occur, if applicable. (5) In addition to any other remedy Tenant may have, in each instance that the base building HVAC services provided pursuant to Section 9(A)(5) to the Demised Premises or a portion of the Demised Premises that may consist of a floor or multiple floors wherein no less than the entire portion of the Demised Premises on each such floor (each, as applicable, the “Affected Premises”) falls outside of the applicable temperature range set forth in the HVAC Performance 49 Specifications by five degrees Fahrenheit or more (an “HVAC Failure”), Tenant shall provide Landlord with written notice informing Landlord of such failure (the “HVAC Failure Notice”). In the event the HVAC Failure continues for ten (10) or more consecutive Business Days after Landlord’s receipt of the HVAC Failure Notice, then upon a second written notice (the “Second HVAC Failure Notice”) from Tenant to Landlord (i) Landlord shall, at its sole cost and expense, diligently and continuously seek to provide Tenant with an alternative office location or multiple locations for Tenant’s employees of the Affected Premises to report to that is reasonably acceptable to Tenant and Landlord shall reimburse Tenant for all costs (regardless of whether reasonable or not) that Tenant incurs to transition to and from the alternative location or locations and (ii) Rent for the Affected Area shall abate for the period commencing on the date of Landlord’s receipt of the Second HVAC Failure Notice and ending on the date that is the earlier of (a) Tenant is provided alternative office space in accordance with clause (i) (which resumption of Rent may be on a pro- rata basis in the event Landlord provides multiple alternative locations), (b) Landlord has provided a temporary solution to remedy the HVAC Failure by means of portable or localized HVAC equipment, outside temperature chiller(s), or other solution or remedy reasonably satisfactory to Tenant, or (c) Landlord demonstrates by written notice to Tenant that the base building HVAC services to the Affected Premises have been in compliance with the HVAC Performance Specifications for ten (10) consecutive Business Days and provides documentation demonstrating that it is reasonable to assume the Affected Premises shall remain in compliance based on the repairs, maintenance or overhauls performed by Landlord. Notwithstanding anything the contrary, in the event Landlord fails to satisfy the requirements of either clause (a), clause (b), or clause (c) within one hundred and twenty (120) days of its receipt of the Second HVAC Failure Notice, Tenant shall be entitled to terminate this Lease for the Affected Area only on another sixty (60) days written notice to Landlord (unless the requirements of either clause (a), clause (b), or clause (c) have been satisfied within such sixty (60) day period, subject to extension for Unavoidable Delay, as such term is modified pursuant to Section 6(M)(2)) and in the event of a partial termination, Base Rent and Tenant’s Share shall be appropriately reduced on a pro-rata basis. Tenant shall promptly notify Landlord whether a proposed alternative office location is reasonably acceptable to Tenant; Tenant acknowledging that a reasonably acceptable alternative office location might not be newly renovated space or otherwise have leasehold improvements equivalent to Tenant’s Work. For the avoidance of doubt, Tenant may provide Landlord with multiple HVAC Failure Notices throughout the Term of this Lease. H. Signage. (1) In addition to any signage that may be installed as part of the Work, Tenant shall have the right, at its sole cost and expense, subject to Legal Requirements and Landlord’s prior approval over the design, content, materials, dimensions, location and manner of affixation and installation, thereof, which approval by Landlord shall not be unreasonably withheld, conditioned or delayed, to install, at Tenant’s sole cost and expense (except for signage pursuant to Section 9(H)(1)(ii), which will be at Landlord’s sole cost and expense): (i) prominent exterior signage on the façade of the Building adjacent to the ground floor lobby entrance of the Building and at the corner of William Street at the locations set forth on Exhibit I; (ii) signage in the ground floor lobby serving the Building that is not

50 part of the Demised Premises identifying Tenant or, at Tenant’s election, Tenant’s occupying agency(ies) that is proportionate in size and the number of listings based on the ratio of the rentable square footage of the Demised Premises to the rentable square footage of the Building at the locations set forth on Exhibit I; (iii) signage in the ground floor lobby(ies) serving the Building that are part of the Demised Premises in the size, style and location as reasonably determined by Tenant; and (iv) signage in the elevator lobby on each floor that Tenant leases hereunder and actually occupies. (2) Tenant shall not install any such signage until all approvals and permits therefor are first obtained and copies thereof are delivered to Landlord and all other applicable conditions have been fulfilled to Landlord’s reasonable satisfaction. Any such signage shall be maintained and repaired by Tenant, at Tenant’s sole cost and expense, in good condition, and Tenant shall replace and/or renovate same when necessary and shall pay any governmental fees pertaining thereto. Tenant shall, at its sole cost and expense, remove said signage on or before the Expiration Date and shall promptly repair any damage caused by said removal. I. Provided Tenant approves the applicable Special Services Proposal (defined below), Landlord shall perform the following repairs and/or services: locksmith services, extermination services for the Demised Premises, Bike Room Maintenance (defined in Article 13), and vending machine services (collectively, the “Special Services”). Within thirty (30) days of the Commencement Date (and thereafter within thirty (30) days written request from Tenant for any Special Services that are not then being provided by Landlord), Landlord shall provide Tenant with proposals for the scope and cost of each of the Special Services, which proposals shall include such other terms and conditions as Landlord deems appropriate with regard to Landlord’s performance of such Special Services including, without limitation, the timing of Tenant’s payment of the costs incurred by Landlord with regard to such work (the “Special Services Proposal”). Landlord may not make any changes to the Special Services Proposal without first obtaining Tenant’s prior written consent, which consent shall not be unreasonably withheld or delayed. Tenant shall provide its written approval or disapproval of the Special Services Proposal within ten (10) days following delivery of same to Tenant, and failure to approve same within such period shall be deemed a disapproval. If Tenant approves the Special Services Proposal, then Landlord shall perform such Special Services and shall do so in accordance with Legal Requirements. If Tenant disapproves (or has deemed to have disapproved) the Special Services Proposal, then Landlord shall not be obligated to perform such Special Services. Tenant shall reimburse Landlord directly for the cost of the Special Services as Additional Rent within thirty (30) days after receipt of an itemized invoice of the Special Services cost, or pursuant to other payment terms set forth in the Special Services Proposal, which shall be subject to acceptance by Tenant in Tenant’s reasonable discretion. Landlord’s performance of such Special Services shall be to the level specified in the Special Services Proposal and in all instances to a commercially reasonable standard. 51 ARTICLE 10 ELECTRICITY A. Landlord shall furnish an electrical system in the Demised Premises having a capacity of not less than six (6) watts per rentable square foot (exclusive of base building HVAC) and shall furnish initial lamping to the Demised Premises. Landlord, at its sole cost and expense, shall cause the Demised Premises to be separately metered for electricity as part of the Work, which includes but is not limited to, the provision of a connection to direct electric meter(s) and any necessary wiring. Tenant shall pay the public utility corporation directly for the furnishing of electric current to the Demised Premises. B. Carbon Emissions Law. 1. The following terms shall have the meanings set forth below: (i) “Carbon Emissions Law” means Local Law 97 of the Local Laws of The City of New York for the Year 2019 and any amendment, modification, supplement or replacement thereof, and all rules and regulations promulgated pursuant thereto. (ii) “CEL Charges” means (a) all costs, expenses, fines, penalties (except for penalties resulting from Landlord’s failure to file a report with the Buildings Department) or other charges payable by Landlord from time to time under the Carbon Emissions Law to the Buildings Department or other applicable governmental authority attributable solely to the Building’s electrical energy consumption and/or (b) any amounts paid to purchase renewable energy credits and/or “greenhouse gas offsets” attributable solely to the Building’s electrical energy consumption in order to reduce the amounts that would otherwise be payable under clause (a) during such period. (iii) “Tenant Baseline Energy Consumption” means, for each CEL Payment Year, all electricity used to operate the Demised Premises during Business Hours on Business Days, which, for purposes of this Lease, is deemed to be equal to the lesser of: (a) the product of (A) 6.0 watts, multiplied by (B) the rentable square footage of the Demised Premises, multiplied by (C) the total annual Business Hours on Business Days that this Lease is in effect during such period, and (b) the cumulative electrical usage of Tenant at the Demised Premises during the first twelve (12) full calendar months following the Final Substantial Completion Date. (iv) “Tenant’s Excess Energy Consumption” means, for each CEL Payment Year, the excess of (A) the amount of electricity, expressed in kilowatt-hours, for such period, used to operate the Demised Premises during such time period as determined by Tenant’s direct meters plus, if Tenant has requested Overtime HVAC service during such period, Tenant’s allocable share (as reasonably determined by Landlord based on the applicable electric meters or submeters measuring same and the tenants requesting Overtime HVAC during such period) of the electricity used to operate the base Building HVAC system to provide such Overtime HVAC service over (B) the Tenant Baseline Energy Consumption for such period. Landlord shall use the 52 conversion factors for utility electricity in the Carbon Emissions Law to convert Tenant’s Excess Energy Consumption to carbon emissions. 2. Provided Landlord has (i) repaired and maintained the building-related HVAC systems in a manner to reasonably optimize the efficiency of such systems, and (ii) completed at least one (1) Energy Efficiency Capital Improvement during the Term of this Lease (clause (i) and clause (ii) collectively the “Reimbursement Pre-Conditions”), then commencing with the calendar year that is the later of the calendar year in which Landlord has satisfied both Reimbursement Pre-Conditions and the calendar year in which charges under the Carbon Emissions Law first become payable by Landlord (such later calendar year and each calendar year subsequent thereto during the Term of this Lease being a “CEL Payment Year”), Tenant shall pay to Landlord the portion of the CEL Charges for such calendar year attributable to Tenant’s Excess Energy Consumption (the “Tenant CEL Payment”). 3. Landlord shall furnish to Tenant a statement (a “CEL Statement”) for each CEL Payment Year within one hundred and twenty (120) days after the end of each calendar year setting forth Tenant’s Excess Energy Consumption for such calendar year and the amount of the Tenant CEL Payment, if any, due to Landlord from Tenant for such calendar year. The CEL Statement shall include a report by an engineer certifying that the calculation of the Tenant CEL Payment (and all calculations required to determine the Tenant CEL Payment) are accurate (the “CEL Payment Report”). Provided that the CEL Statement includes the CEL Payment Report, Tenant shall, subject to Section 10(B)(4) immediately below, pay the amount of such deficiency within 30 days after demand therefor. In no event shall the Base Rent be reduced by virtue of this Section 10(B)(3). 4. For the purposes of this Article 10, the CEL Statement, CEL Payment Report, and all supporting documents used to calculate the Tenant CEL Payment for such CEL Payment Year shall be subject to audit by DCAS and/or its authorized representative and post-audit by the Comptroller of The City of New York, subject to and in accordance with the terms of Section 4(D) hereof, provided that the references in Section 4(D) to “Operating Expense Year and/or Tax Year” shall refer to “CEL Payment Year”. 5. If the Buildings Department makes an adjustment to CEL Charges previously paid by Landlord for any CEL Payment Year in which Tenant paid a Tenant CEL Payment, appropriate credit (after deducting any actual expenses incurred by Landlord, such as payments to attorneys and appraisers, in successfully obtaining such adjustment) shall be given to Tenant for any refund obtained by reason of such adjustment; provided, that in no event shall such credit exceed the amount of Tenant CEL Payments paid by Tenant for such CEL Payment Year or if such adjustment requires Landlord to make an additional payment for any previous CEL Payment Year, then Tenant shall pay to Landlord the difference between the Tenant CEL Payment actually made by Tenant and the amount Tenant should have paid had the required Tenant CEL Payment taken account of such adjustment; such reconciling payment to be made within 30 days after delivery to Tenant of Landlord’s recalculation of the applicable Tenant CEL Payment. 6. Each Tenant CEL Payment in respect of a calendar year that begins prior to the Rent Commencement Date or ends after the expiration or earlier termination of the Term shall be prorated to correspond to that portion of such calendar year occurring within the applicable 53 Term. If Landlord shall not render any CEL Statement (or corrected CEL Statement) within 2 years after the CEL Payment Year in question, then Landlord shall be deemed to have waived any right to render such CEL Statement (or corrected CEL Statement). Landlord’s rendering of a CEL Statement for any calendar year shall not prejudice Landlord’s right to thereafter render a corrected CEL Statement for such calendar year, provided such corrected statement is delivered within 2 years after the CEL Payment Year in question. The provisions of this Section 10(B) shall survive the expiration or earlier termination of this Lease. ARTICLE 11 ALTERATIONS BY TENANT A. Tenant may make non-structural alterations, decorations, installations, additions and improvements in and to the Demised Premises and may erect signs therein, subject to Sections 11(B) and 11(C) below. Such permitted alterations are called “Privileged Alterations”. B. Prior to making any alterations that will cost in excess of $500,000.00 for any single alteration (or a series of related alterations to be performed simultaneously or consecutively) or that involve structural work or affect the Building’s electrical, plumbing or other mechanical systems, or where plans must be filed with the Buildings Department, Fire Department or any other governmental agency (“Major Alterations”), Tenant shall deliver plans and specifications therefor to Landlord prepared by a duly licensed architect or engineer and obtain Landlord’s written approval thereof, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall obtain all governmental licenses, permits or other authorizations required and will submit same to Landlord prior to performing any work. C. Tenant shall cause Privileged Alterations and Major Alterations to be performed in a good workmanlike manner in compliance with all applicable laws and the Building Rules and Regulations for Contractors attached hereto as Exhibit J annexed hereto to the extent they are comparable to those imposed for Comparable Buildings. Tenant shall indemnify and hold Landlord harmless from and against any costs, penalties, damages and liabilities of whatsoever kind or nature which Landlord may incur by reason of Tenant making any Privileged Alteration or Major Alteration. Tenant shall ensure such alterations are performed and completed free of all liens. Tenant shall, at Tenant’s sole cost and expense, within thirty (30) days after notice from Landlord, discharge or satisfy by bonding or otherwise any liens filed against all or any portion of the Building or the Property as a result of any such work claimed to have been done for, or materials furnished to, Tenant. Except for Privileged Alterations and Major Alterations performed by employees of The City of New York, Tenant shall cause each contractor and subcontractor performing such alteration to carry worker’s compensation insurance in statutory amounts and comprehensive general liability insurance (including property damage coverage), having limits of liability of not less than $5,000,000.00 per occurrence, $10,000,000.00 in the aggregate per project (or policy limit, whichever is greater) from Tenant’s general contractor with subcontractors of general contractor required to maintain commercial general liability coverage of at least $1,000,000.00 per occurrence and $2,000,000.00 in the aggregate (or policy limit, whichever is greater). D. After the Commencement Date and the installation of the signage as part of the Work, at any time and from time to time during the Term, upon Tenant’s request, Landlord shall

54 replace existing or install additional signage in or on the Demised Premises that is permitted pursuant to Section 9(H) and Tenant shall directly reimburse Landlord as Additional Rent the reasonable costs incurred by Landlord. Prior to performing such work, Landlord shall provide Tenant with a proposal which shall be subject to Tenant’s written approval, which approval shall not be unreasonably withheld or delayed. E. (1) Notwithstanding anything to the contrary in Section 11(A) through Section 11(C), with respect to Major Alterations, Landlord may elect to perform such alteration at Tenant’s expense by giving Tenant notice of such election simultaneously with (or at any time prior to) Landlord’s approval of Tenant’s plans and specifications. Further, so long as the Tenant under this Lease is the Named Tenant, upon request of Tenant, any Privileged Alterations and Major Alterations (provided it is approved by Landlord), shall be performed by Landlord in accordance with Section 11(E)(2) and Section 11(E)(3) below. (2) If Landlord performs any Alterations pursuant to Section 11(E)(1), then promptly after receipt of Tenant’s request for Landlord to perform a Privileged Alteration or promptly after Landlord’s approval of the plans and specifications for a Major Alteration that Tenant has requested Landlord to perform, Landlord shall solicit and obtain bids for a “fixed price contract” for performance of such alteration from at least three (3) qualified general contractors. Bids shall include general conditions, insurance, bonds and general contractor’s overhead and profit. Bids shall be submitted to Tenant upon customary D&PM cost estimate forms and shall be presented to Tenant upon a form of bid comparison sheet then in customary use by D&PM. Landlord shall select the lowest responsive and responsible bid submitted by a general contractor. Landlord shall notify Tenant of the general contractor selected promptly after such selection and shall provide Tenant with copies of all bids submitted by general contractors. Tenant shall either approve or disapprove the bid selected by Landlord within twenty (20) Business Days after receipt of Landlord’s notice and receipt of copies of all bids submitted by general contractors. If Tenant fails to notify Landlord of its approval or disapproval within such twenty (20) Business Day period, then Landlord may give Tenant a reminder notice, and if such approval or disapproval is not given within three (3) Business Days following delivery of such reminder notice, the bid selected by Landlord shall be deemed disapproved. If the bid selected by Landlord is disapproved or deemed disapproved, then Tenant shall reimburse Landlord directly as Additional Rent for Landlord’s reasonable costs of obtaining the bids within thirty (30) days after receipt of Landlord’s reasonably detailed invoices therefor. (3) If the bid selected by Landlord is approved by Tenant, then as soon as reasonably practicable after selection of a general contractor, Landlord shall commence performance of such Alteration and shall prosecute the same diligently and with continuity to completion. Tenant shall reimburse Landlord directly as Additional Rent for all reasonable costs of such alteration from time to time (but not more frequently than monthly), within 30 days after receipt of Landlord’s reasonably detailed invoices therefor, accompanied by customary back-up documentation. F. All furniture, fixtures, partition systems, equipment and other movable property of whatever kind or nature in or on the Demised Premises owned, installed, or paid for by Tenant (“Tenant’s Property”) shall be and remain the property of Tenant. Upon the termination of this Lease, Tenant shall remove Tenant’s Property and the Furniture and Equipment (to the extent it is 55 not affixed) from the Demised Premises (Tenant’s Property together with the non-affixed Furniture and Equipment being the “Removable Property”). If Tenant shall fail to remove the Removable Property upon termination of this Lease, the Removable Property shall be deemed to be surrendered and abandoned; however Tenant shall remain liable for Landlord’s reasonable cost and expense of removal and disposal thereof. Tenant shall be responsible for repairing, or for the costs of repairing, all damage to the Demised Premises caused by Tenant’s removal of the Removable Property from the Demised Premises. G. Notwithstanding anything to the contrary contained herein, Tenant shall be solely responsible for the performance and cost of all repairs resulting from defects of materials and workmanship of Privileged Alterations and Major Alterations performed by Tenant pursuant to this Article 11 (but not for any Privileged Alterations and/or Major Alterations performed by Landlord in accordance with Section 11(E)). ARTICLE 12 END OF TERM Upon the expiration or other termination of the Term, Tenant shall quit and surrender the Demised Premises vacant (subject to the terms of Article 11), broom clean and in good order and condition with ordinary wear and tear, and damage by the elements, including fire or other casualty, excepted. ARTICLE 13 REPAIRS A. Landlord’s Obligations. (1) Subject to Section 13(D) (which is further subject to Section 13(E)), Landlord shall, from and after the Commencement Date, with respect to the Demised Premises and the Building: (i) maintain and make all repairs to and replacements of the structural elements (interior and exterior) of the Building (the “Structural Elements”) and the Building’s exterior including, but not limited to, the roof; (ii) maintain and make all repairs to and replacements of the Building systems including, without limitation, the elevators, plumbing, electrical, fire, life safety, and base building HVAC systems (including, without limitation, replacing all HVAC filters at least quarterly, or more often if required to maintain the design static pressure on any floor) (collectively, the “Building Systems”); (iii) replace broken window glass and remove graffiti from the exterior of the Building and/or Demised Premises; (iv) maintain and make all repairs to and replacements of any of the sidewalks, curbs and passageways adjoining and/or appurtenant to the Demised Premises in good, clean and orderly condition, free of dirt, rubbish, snow, ice and unlawful obstruction; 56 (v) make all repairs and replacements (both interior and exterior) to the extent needed because of the negligence or willful misconduct of any Landlord Party (as defined in Section 39(K)(6)); and (vi) make repairs and replacements of defective materials or workmanship in the Work or the construction of the Building or in the Building equipment. (2) The costs of all repairs and replacements under Section 13(A)(1) shall be reimbursed by Tenant as Operating Expenses pursuant to Section 4(B); provided, however, that: (i) repairs and replacements of defective materials or workmanship in the Work or the construction of the Building or in the Building equipment shall be at Landlord’s sole cost and expense (i.e., not to be included in Operating Expenses); (ii) all repairs and replacements necessitated by the negligence or willful acts or omissions of any Landlord Party, or Landlord’s breach of any of the terms, covenants or conditions of this Lease, shall be at Landlord’s sole cost and expense (i.e., not to be included in Operating Expenses); (iii) all repairs and replacements necessitated by the negligence or intentional or tortious acts or omissions of any acts any Tenant Party (as hereinafter defined), or Tenant’s breach of any of the terms, covenants or conditions of this Lease, shall be at Tenant’s sole cost and expense (i.e. not to be included in Operating Expenses); and (iv) replacements (as distinct from repairs thereto) of the Structural Elements and the Building Systems shall be made at Landlord’s sole cost and expense (i.e. not to be included in Operating Expenses); unless such replacements are necessitated by (1) negligence or intentional or tortious acts or omissions of any Tenant Party; or (2) Tenant’s breach of any of the terms, covenants or conditions of this Lease. The costs of any such replacements necessitated by any of the causes described in such clauses (1) and (2) shall be reimbursed by Tenant as Operating Expenses to the extent permitted thereunder (including, where applicable, as reimbursable capital improvements) pursuant to Section 4(B). B. Supplemental HVAC and Tenant Elevator Maintenance, Repair and Replacement. (1) In addition to its obligations set forth in Section 13(A)(1), Landlord shall, at Tenant's sole cost and expense (which costs shall not be included in Operating Expenses), maintain, repair and/or replace the Supplemental Water-Cooled HVAC Units and, only with respect to Tenant’s extended hour program on the 12th Floor, the Air Cooled VRF Heat pumps to the standards of Comparable Buildings and in accordance with the manufacturer’s posted OEM specifications for each unit (the “Supplemental HVAC Work”). In furtherance of such obligation, Landlord shall obtain three (3) bids from reputable HVAC maintenance contractors to perform the Supplemental HVAC Work and provide the three (3) bids to Tenant. Tenant shall select the bid that it reasonably determines is the lowest responsive bid and Landlord shall enter into a contract with such maintenance contractor to perform the Supplemental HVAC Work in 57 accordance with that contractor’s bid, which contract will be in full force and effect upon the Commencement Date and shall remain in effect (or replaced with a successor contract) throughout the Term. The contractor(s) shall adhere to industry wide standards in performing the Supplemental HVAC Work. The Supplemental HVAC Work agreement shall further provide that within ten (10) Business Days after inspecting the applicable systems and equipment, the contractor(s) shall prepare a written report. Such report shall (a) summarize the findings of the contractor and recommendations for maintenance, repair or replacement services, and (b) state whether such maintenance, repair, or replacement services have been rendered. The contractor shall submit a copy of the report to Tenant within fifteen (15) Business Days after it is completed. Upon the expiration of the first contract for the Supplemental HVAC Work as set forth above (and each subsequent contract throughout the Term of this Lease), Landlord and Tenant shall repeat the steps listed above for Landlord to enter into a new Supplemental HVAC Work contract. (2) In furtherance of Landlord’s obligations set forth in Section 13(A)(1)(ii) with regard to the two (2) elevators serving the ground through second floors of the Demised Premises in the Client Lobby (the “Tenant Elevators”), Landlord shall, prior to the commencement of the Term, arrange to have the Tenant Elevators added to the Building elevator maintenance contract and have the reasonable costs pertaining to the Tenant Elevator (the “Tenant Elevator Costs”) broken out from the other costs under the elevator maintenance contract. Tenant shall directly reimburse Landlord for the Tenant Elevator Costs as Additional Rent (and not as an Operating Expense). For the avoidance of doubt, the Tenant Elevators are not part of the Demised Premises. (3) Landlord agrees to cause the contractor performing the Supplemental HVAC Work and the contractor providing the maintenance and repair of the Tenant Elevator to maintain commercial general liability insurance covering The City of New York, including its officials and employees, as an additional insured with coverage at least as broad as the most recent ISO Forms CG 20 26 and CG 20 37 and with per occurrence and aggregate limits in the amounts required by the Landlord. Landlord shall furnish Tenant with a certificate of insurance and the required additional insured endorsements. The maintenance and repair agreement shall include the following provision: “The contractor waives all rights against The City of New York, including its officials and employees, for any damages or losses that are covered by the commercial general liability insurance.” (4) Tenant shall reimburse Landlord directly as Additional Rent for (i) the reasonable costs of maintaining, repairing and replacement of the Supplemental Water-Cooled HVAC Units (including, without limitation, the Supplemental HVAC Work) and (ii) the Tenant Elevator Costs. Payments shall be due within thirty (30) days following Tenant’s receipt of Landlord’s reasonably detailed invoices for such services. Notwithstanding the foregoing, prior to replacing any Supplemental Water-Cooled HVAC Units, Landlord shall provide Tenant with a proposal which shall be subject to Tenant’s written approval, which approval shall not be unreasonably withheld or delayed. C. Failure to Repair. (1) If Landlord fails to perform any repair, replacement, or maintenance required to be performed by Landlord pursuant to this Article 13, Tenant may give Landlord notice

58 of such failure. If Landlord fails to commence to perform any such repair, replacement, or maintenance and thereafter diligently proceed in a continuous manner to complete such work within five (5) Business Days after receipt of such notice by Tenant (subject to extension for Unavoidable Delay and/or Tenant Operational Delay), then Tenant, in addition to any other remedy it may have, may, (x) subject to Section 39(I), perform such work and deduct the reasonable costs of such restoration from the next installments of Base Rent until Tenant has been reimbursed for the reasonable costs actually incurred by Tenant in performing such work, or (y) withhold a portion of Base Rent due equal to the sum of (1) 150% of the reasonable cost of performance of such work (or 200% percent of such cost in the event of an Emergency Failure (defined below)), as reasonably determined by Tenant’s Repair Consultant(s) and (2) any out-of- pocket costs incurred by Tenant with respect to any third-party Tenant’s Repair Consultant(s), until Landlord performs such work to the reasonable satisfaction of Tenant, at which time any amounts so withheld, less the costs incurred by Tenant for any third-party Tenant’s Repair Consultant(s), shall be promptly paid to Landlord. If any recoupment permitted to Tenant by this Section 13(C)(1) cannot be completed prior to the Expiration Date, Landlord shall refund any balance owing on or before the Expiration Date. Landlord’s obligations to refund any balance owing Tenant shall survive the expiration of this Lease. Landlord shall be obligated to continue to provide all services provided for herein if Tenant invokes its right to deduct or withhold Rent as hereinabove provided. (2) (i) If a failure by Landlord to provide the services in this Article 13 creates an emergency or hazardous condition that (x) affects all or a material portion of the Demised Premises or (y) materially renders the Demised Premises or a material portion thereof unsuitable for the uses set forth herein (an “Emergency Failure”), then Tenant shall give Landlord, its agent, superintendent or the person designated to receive such notice, prompt notice in writing, personally or by Overnight Mail, and (a) if Landlord within twenty-four (24) hours of receipt of said notice, fails to complete the repair, or (b) if the repair is of a nature which requires more than twenty-four (24) hours to complete, then Landlord fails to commence such repair within such twenty-four (24) hour period and thereafter diligently prosecute such restoration to completion, in each case subject to extension for Unavoidable Delays and/or Tenant Operational Delay (clause (a) and clause (b) each a “Landlord Repair Default”), then Tenant, in addition to any other remedy it may have, may provide Landlord and Landlord’s Mortgagee with a five (5) Business Day notice, and if Landlord or its Mortgagee fail to commence restoring such services within said five (5) Business Day period and thereafter diligently continue to pursue restoring such services to completion (in each case, subject to extension for Unavoidable Delay and/or Tenant Operational Delay), then Tenant may provide Landlord with a Second Landlord Repair Default Notice (as hereinafter defined). If Landlord fails within sixty (60) days following the delivery of the Second Landlord Repair Default Notice (subject to extension for Unavoidable Delays and/or Tenant Operational Delay) to commence curing the applicable Landlord Repair Default or (having previously commenced curing the Landlord Repair Default) to diligently and with continuity prosecute such cure of the applicable Landlord Repair Default to completion, then the Lease shall terminate on the last day of such sixty (60) day period (as extended for Unavoidable Delay or Tenant Operational Delay) and neither party shall have any rights, interests, liabilities or obligations under this Lease for the period accruing after the effective date of termination, except those that, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease, unless such applicable Landlord Repair Default is cured or such cure is being diligently prosecuted prior to the expiration of such sixty (60) day period. For the avoidance of 59 doubt, the Second Landlord Repair Default Notice shall remain in full force and effect until Landlord completes its cure of the applicable Landlord Repair Default. (ii) The term “Second Landlord Repair Default Notice” shall mean a written notice from Tenant to Landlord that states the applicable Landlord Repair Default and Tenant’s intention to terminate the Lease as a result thereof, and shall include the following statement in all capital letters: “THIS IS A TIME SENSITIVE NOTICE AND IF LANDLORD SHALL FAIL TO TAKE THE REQUIRED ACTIONS SPECIFIED IN THIS NOTICE WITHIN SIXTY (60) DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS NOTICE, THEN TENANT SHALL BE DEEMED TO HAVE ELECTED TO TERMINATE THE LEASE PURSUANT TO ARTICLE 13 OF THE LEASE.” (iii) Tenant, upon at least thirty (30) days prior notice by Landlord (or such shorter period as ends on the expiration of Landlord’s cure period, but no less than ten (10) days), shall execute and deliver to Landlord, and/or other person, firm or corporation specified by Landlord, a statement as to whether a Landlord Repair Default noted in a Second Landlord Repair Default Notice then remains uncured. For the avoidance of doubt, any failure by Tenant to provide such statement does not constitute either a Tenant Operational Delay or an event of default under Article 32. (3) If, as a result of Landlord’s failure to comply with Landlord’s obligations under this Article 13, the Demised Premises or any Substantial Portion thereof is rendered Untenantable, then, for the period beginning on the date that is five (5) Business Days after the Demised Premises or a Substantial Portion has become Untenantable and Tenant has delivered to Landlord the Untenantability Notice and ending on the date the Demised Premises or the applicable Substantial Portion thereof is no longer Untenantable, Base Rent and Additional Rent shall be appropriately abated with respect to the Demised Premises or the applicable Substantial Portion; provided, however, that Tenant shall not be entitled to an abatement for the period of time that Landlord is unable to remedy its failure as a result of Unavoidable Delay. D. Tenant’s Obligations. Unless the need for repair is the result of Landlord’s breach of this Lease or the negligence of Landlord, Tenant shall make such ordinary and nonstructural interior repairs to the Demised Premises to maintain the Demised Premises in good condition and as Tenant reasonably deems necessary for its occupancy provided that if such repairs affect the electrical or plumbing systems or any other systems servicing the Building, then Tenant shall first notify Landlord of the need for such repairs and Landlord shall have the right to elect to make such repairs on behalf of Tenant, in which case Tenant shall directly reimburse Landlord (as Additional Rent) for the reasonable costs incurred within thirty (30) days after receipt of Landlord’s invoice therefor, accompanied by reasonable back-up documentation. In addition to the foregoing, Tenant shall, to the extent Tenant deems necessary for its use, (a) maintain, repair and replace the Furniture and Equipment, (b) clean and maintain the interior cabin of the Tenant Elevator, and (c) subject to Landlord’s obligations pursuant to Section 9(I), clean, maintain and repair the bike room on John Street (“Bike Room”), which is part of the Demised Premises (“Bike Room Maintenance”) and Landlord shall have no responsibility (subject to Section 9(I)) to clean, maintain, repair and/or replace the Furniture and Equipment or the Bike Room other than if due to the Landlord’s breach of this Lease or the negligence of Landlord. 60 E. Tenant’s Request for Landlord to Repair. Tenant may, at its option and upon reasonable prior written notice, request that Landlord perform work specifically identified and described in writing by Tenant to satisfy Tenant’s repair obligations pursuant to Section 13(D) (“Requested Repair Obligation Work”). Landlord shall have sole discretion whether or not to elect to make the Requested Repair Obligation Work, and any such election shall only be effective if delivered by means of a written notice to Tenant. Before proceeding with the performance of such Requested Repair Obligation Work, Landlord shall provide Tenant with a proposal for the scope and cost of such work and such other terms and conditions as Landlord deems appropriate with regard to Landlord’s performance of such work including, without limitation, the timing of Tenant’s payment of the costs incurred by Landlord with regard to such work (the “Requested Repair Obligation Work Proposal”). Landlord may not make any changes to the Requested Repair Obligation Work Proposal without first obtaining Tenant’s prior written consent, which consent shall not be unreasonably withheld or delayed. Tenant shall provide its written approval or disapproval of the Requested Repair Obligation Work Proposal within ten (10) days following delivery of same to Tenant, and failure to approve same within such period shall be deemed a disapproval. If Tenant approves the Requested Repair Obligation Work Proposal, then Landlord shall perform such Requested Repair Obligation Work and shall do so in accordance with Legal Requirements. If Tenant disapproves (or has deemed to have disapproved) the Requested Repair Obligation Work Proposal, then Landlord shall not be obligated to perform such Requested Repair Obligation Work. Tenant shall directly reimburse Landlord for the cost of the Requested Repair Obligation Work as Additional Rent upon the later of (i) completion of the Requested Repair Obligation Work in accordance with all Legal Requirements to the reasonable satisfaction of Tenant and (ii) forty-five (45) days after receipt of an itemized invoice of the work cost, or pursuant to other payment terms set forth in the Requested Repair Obligation Work Proposal, which shall be subject to acceptance by Tenant in Tenant’s sole reasonable discretion. Notwithstanding the foregoing, Landlord reserves the right to elect at any time to cease performing the Requested Repair Obligation Work upon notice to Tenant, in which event Tenant shall have no obligation to reimburse the costs it incurred performing the Requested Repair Obligation Work and shall reimburse Tenant for any partial payments Tenant may have previously made to Landlord for such Requested Repair Obligation Work, which reimbursement obligation shall survive the expiration or earlier termination of this Lease. Landlord’s performance of such Requested Repair Obligation Work shall be without warranty or representation of any kind other than it will be in compliance with Legal Requirements. Tenant’s acceptance of the Requested Repair Obligation Work shall be deemed Tenant’s acknowledgement that the Requested Repair Obligation Work is in satisfactory condition. ARTICLE 14 CONDEMNATION A. If the whole of the Demised Premises shall be taken in condemnation, this Lease shall terminate upon the vesting of title in the condemnor and all rent and other charges paid or payable by Tenant shall be apportioned as of the date of vesting of title in such condemnation proceeding. B. If only part of the Demised Premises shall be so taken in condemnation, then Tenant may elect by written notice to Landlord within thirty (30) days of such taking, to either (i) terminate this Lease as to the remainder of the Demised Premises on ten (10) days written notice to Landlord 61 if (a) the part of the Demised Premises so taken exceeds 25% of the RSF of the Demised Premises or (b) the part of the Demised Premises remaining after such partial taking cannot in Tenant’s reasonable judgment be used by Tenant for the purposes set forth in this Lease or (ii) remain in possession of the remaining portion of the Demised Premises under all of the terms, conditions and covenants of this Lease, except that the rent thereafter shall be apportioned and reduced from the date of each such partial taking to the amount equal to the product of the dollar amount of rent payable on such date and the number of square feet in the part remaining. Landlord, at its expense, shall proceed with reasonable diligence to repair, alter and restore the remaining parts of the Building and the Demised Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking, provided that Landlord shall not be obligated to expend amounts in excess of the condemnation proceeds received by Landlord allocable to the Demised Premises in connection with such restoration, and further provided that Landlord shall not be obligated to repair any damage to Tenant’s Property or to replace the same or any Alterations made after the Commencement Date. Said repairs, restoration or replacement of the remaining Demised Premises shall be completed within nine (9) months of the receipt by Landlord of the award for such aforesaid taking in condemnation, pursuant to plans and specifications reasonably approved by the Tenant. In the event said repairs, restoration or replacement are not completed within said nine (9) month period, Tenant, in addition to any other remedy it may have, may terminate this Lease or perform said repairs, restoration and replacement and deduct the cost thereof from any Base Rent which may be due and payable under this Lease. C. In the event of any taking of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including, without limitation, any award made for the value of the estate vested by this Lease in Tenant (but excluding any award made for the value of alterations, improvements and fixtures made or paid for by Tenant). Tenant shall be entitled to a separate award for the value of such alterations, improvements and fixtures made or paid for by Tenant and installed in the Demised Premises upon that portion of the Demised Premises taken in condemnation (including, if applicable, the entire Demised Premises), and for moving expenses, provided that Landlord’s award is not reduced or otherwise adversely affected. D. TIME IS OF THE ESSENCE with respect to the time within which Tenant may elect to terminate this Lease pursuant to this Article 14. ARTICLE 15 DESTRUCTION BY FIRE OR OTHER CASUALTY A. Major Casualty. (1) If the whole or more than twenty-five percent (25%) of the Demised Premises are totally destroyed or damaged by fire or other casualty or damaged or destroyed to such an extent that they are Untenantable for the purposes permitted by under this Lease (a “Major Casualty”), then from the date of such damage or destruction the Rent shall abate until such time as (i) Landlord fully repairs and restores the same to a condition substantially similar to the condition of the Demised Premises (or such Building systems) immediately prior to the casualty (but exclusive of Tenant’s Property and any Privileged Alterations or Major Alterations made in contravention of the provisions of Article 11) and (ii) Tenant certifies in writing that the Demises Premises have been substantially restored, which certification shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, should Tenant reoccupy a portion of the Demised Premises for the conduct of its business during the period the

62 restoration work is taking place, Rent allocable to such portion of the Demised Premises shall be payable by Tenant from the date of such re-occupancy. (2) Either party may terminate this Lease by notice to the other within sixty (60) days from the date of a Major Casualty. If no termination notice is timely given by Landlord, then Landlord shall, within ninety (90) days after the Major Casualty, commence (for which purposes “commencement” shall include insurance adjustment and consultation with architects, space planners and engineers and need not include actually commencing construction work) and diligently proceed with continuity to complete the repairs and restoration of the Demised Premises to their condition immediately prior to the casualty (but exclusive of Tenant’s Property). If Landlord fails to commence said repairs and restoration as above provided, or to complete the same in accordance with the immediately preceding sentence within twelve (12) months after commencement (which, provided Landlord has commenced and completed all prior actions in a commercially reasonable amount of time, shall mean actually commencing construction work for the purposes of this sentence), subject to extension for Unavoidable Delay and/or Tenant Operational Delay, then, in addition to any other remedy it may have, Tenant may terminate this Lease on forty-five (45) days prior notice and, provided that the required restoration of the Demised Premises shall not have been substantially completed on or before the expiration of such 45-day period (subject to extension for Unavoidable Delay and/or Tenant Operational Delay), this Lease shall terminate on such 45th day and neither party shall have any rights, interests, liabilities or obligations under this Lease for the period accruing after the effective date of termination, except those that, by the provisions of this Lease, expressly survive the expiration or termination of the Term of this Lease. From the date of such damage to the date when repair or the required restoration of the Demised Premises shall be substantially completed, Tenant shall pay Base Rent and Additional Rent for that part of the Demised Premises it continues to use and occupy on a per RSF basis, in an amount equal to the product of the dollar amount of Base Rent RSF (allocable to such portion of the Demised Premises) payable on such date and the number of RSF being occupied by Tenant. If there shall be any dispute between Landlord and Tenant with respect to this Article 15, the issue shall be expeditiously submitted to the American Arbitration Association in New York City for determination and the decision of the arbitrators appointed pursuant thereto shall be binding upon the parties, and may be entered as a judgment in any court having jurisdiction thereover. The arbitration fees shall be borne equally by the parties. (3) Notwithstanding anything to the contrary contained in this Section 15(A), if a Major Casualty shall occur at any time during the last two (2) years of the Term or of the Renewal Term, then either Landlord or Tenant may cancel this Lease upon notice to the other party hereto given within forty-five (45) days after such Major Casualty. B. Partial Casualty. If twenty-five percent (25%) or less of the Demised Premises are damaged by fire or other casualty (a “Partial Casualty”), Landlord shall, within ninety (90) days after such Partial Casualty, commence (which may include insurance adjustment and consultation with architects, space planners and engineers and need not include actually commencing construction work) and diligently proceed to complete the repairs and restoration of the Demised Premises and the Building systems servicing same to their condition immediately prior to the casualty (but exclusive of Tenant’s Property and any Privileged Alteration or Major Alteration made in contravention of the provisions of Article 11). If Landlord fails to complete such repairs within nine (9) months after commencement of such repairs, (which for purposes of 63 this sentence shall mean actually commencing construction work) subject to extension for Unavoidable Delay and/or Tenant Operational Delay, then, in addition to any other remedy it may have, Tenant may perform such repairs and restoration and deduct the reasonable costs thereof actually incurred by Tenant from Base Rent due or that may become due and payable under this Lease until Tenant has been reimbursed fully for such costs. From the date of such damage to the date when repair or the restoration of the Demised Premises shall be substantially completed, Tenant shall pay Base Rent and Additional Rent for that part of the Demised Premises it continues to use and occupy on a per RSF basis, in an amount equal to the product of the dollar amount of Base Rent (allocable to such portion of the Demised Premises) per RSF payable on such date and the number of RSF being occupied by Tenant. C. TIME IS OF THE ESSENCE with respect to the time within which Tenant or Landlord may elect to terminate this Lease pursuant to this Article 15. D. This Article 15 shall be deemed an express agreement governing any damage or destruction of the Demised Premises by fire or other casualty, and Section 227 of the New York Real Property Law providing for such a contingency in the absence of an express agreement, and any other law of like import now or hereafter in force, shall have no application. ARTICLE 16 NO EMPLOYEE OF CITY HAS ANY INTEREST IN LEASE Landlord warrants and represents that no officer, agent, employee or representative of The City of New York has received any payment or other consideration for the making of this Lease and that no officer, agent, employee or representative of The City of New York has any interest, directly or indirectly, in this Lease or the proceeds thereof. ARTICLE 17 QUIET ENJOYMENT Landlord covenants that Tenant, paying the Rent reserved herein and performing all of the other material terms, covenants and conditions on its part to be performed, shall and may peaceably and quietly have, hold and enjoy the Demised Premises for the use and purpose stated in this Lease. ARTICLE 18 ACCESS BY DISABLED PERSONS Landlord represents that to Landlord’s knowledge the Demised Premises are suitable for access by disabled persons. ARTICLE 19 SUBORDINATION AND NON-DISTURBANCE A. This Lease (including any and all rights or options contained herein) is and shall be subject and subordinate to any and all ground or underlying leases which may now or hereafter affect the Demised Premises (a “Superior Lease”) and to any and all mortgages which may now or hereafter affect such leases or such real property (a “Mortgage”), made to lenders who are not Prohibited Persons, as defined in Article 39 (hereinafter, a “Mortgagee”), and to all renewals, 64 modifications, replacements, consolidations and extensions thereof, provided that (i) any such Mortgagee shall execute and deliver to Tenant an agreement in recordable form and substantially in the form annexed hereto as Exhibit L or in such other form as affords Tenant with the same substantive protections and burdens Tenant with the same substantive obligations, and as shall be acceptable to Tenant in its commercially reasonable discretion, whereby said Mortgagee agrees, among other things, that should it become necessary to foreclose such Mortgage or should the Mortgagee otherwise come into possession of the Real Property, such Mortgagee will not join Tenant under this Lease in foreclosure or summary proceedings unless otherwise required to commence and prosecute such action, and will not disturb the use and occupancy of Tenant under this Lease (“SNDA”) and (ii) any such lessor under any Superior Lease shall execute and deliver to Tenant an assignable agreement in recordable form reasonably acceptable to Tenant based on then prevailing commercially reasonable form to the effect that if its Superior Lease shall be terminated for any reason, such lessor will recognize Tenant as the direct tenant of such lessor on the same terms and conditions as are contained in this Lease provided, in the case of either such Mortgage or such Superior Lease, that no default by Tenant shall have occurred under any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods. B. The parties acknowledge Tenant must be provided with a fully executed SNDA (or Tenant must be the last signatory to such SNDA) on or before the full execution of this Lease. C. Landlord represents and warrants that as of the date of execution and delivery of this Lease by Landlord, there are no current Mortgages or Superior Leases other than the current Mortgages on the Property held by DEUTSCHE PFANDBRIEFBANK AG. Any misrepresentation with regard to the foregoing representation and warranty shall constitute a basis for rescission of this Lease by Tenant. ARTICLE 20 HOLDOVER TENANCY A. Landlord agrees not to hold Tenant liable as a holdover tenant should it continue to occupy the Demised Premises or any portion thereof after the expiration of the Term of this Lease, but, in any such event, Tenant shall be deemed to be a tenant from month to month, as follows: (1) for the first six (6) months of such holdover, (a) one hundred and ten percent (110%) of the Base Rent for the last month of the Term plus (b) Additional Rent not less than the Additional Rent for the last month of the Term; and (2) thereafter, (a) one hundred twenty-five percent (125%) of the Base Rent for the last month of the Term plus (b) Additional Rent not less than the Additional Rent for the last month of the Term. B. Tenant’s obligations under this Article 20 shall survive the expiration or earlier termination of this Lease. Nothing contained in this Article shall be construed to limit any other obligation of Tenant under this Lease that survives the expiration of the Term. 65 C. Notwithstanding anything in this Article 20 to the contrary, after the termination of any month-to-month tenancy permitted or suffered pursuant to Section 20(A), the acceptance of Rent paid by Tenant pursuant to Section 20(A) shall not preclude Landlord from commencing and prosecuting a holdover or eviction proceeding or any action or proceeding in the nature thereof. ARTICLE 21 NOTICES A. Any notice from Tenant to Landlord shall be in writing and shall be delivered by e- mail and addressed to Landlord at the e-mail address(es) specified in Section 21(B)(1) below. Any notice from Landlord to Tenant shall be in writing and shall be delivered by (i) e-mail and (ii) either personally, by a nationally recognized overnight courier service, or by pre-paid United States certified mail, return receipt requested; and addressed to Tenant at the addresses and e-mail addresses specified in Section 21(B)(2) below. B. Addresses. (1) To Landlord: 110 William Property Investors III, LLC c/o Savanna 430 Park Avenue, 12th Floor New York, NY 10022 Att: Brian Reiver Chief Real Estate Officer – Leasing Email: breiver@savannafund.com and 110 William Property Investors III, LLC c/o Savanna 430 Park Avenue, 12th Floor New York, NY 10022 Att: Linhadley Eljach Leasing Associate Email: leljach@savannafund.com and Pacific Oak Capital Advisors 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Brian Ragsdale Email: bragsdale@pac-oak.com and

66 Pacific Oak Capital Advisors 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Peter McMillan Email: pmcmillan@pac-oak.com With a copy to: Adler & Stachenfeld LLP 555 Madison Avenue, 6th Floor New York, New York I 0022 Attention: Eric Menkes, Esq. Email: emenkes@adstach.com (2) To Tenant: Executive Director of Leasing & Acquisitions Real Estate Services Department of Citywide Administrative Services 1 Centre Street, 20th Floor North New York, New York 10007 and Executive Director of Leasing & Acquisitions E-mail: DCASLeaseAdmin@dcas.nyc.gov and Assistant Commissioner Office of Real Estate, Design + Construction & Facilities Management Administration for Children’s Services 66 John Street, 8th Floor New York, New York 10038 and Assistant Commissioner Office of Real Estate, Design + Construction & Facilities Management Administration for Children’s Services E-mail: ana.colares@acs.nyc.gov and Director of Lease Management Office of Real Estate, Design + Construction & Facilities Management 67 Administration for Children’s Services 66 John Street, 8th Floor New York, New York 10038 and Director of Lease Management Office of Real Estate, Design + Construction & Facilities Management Administration for Children’s Services E-mail: quddus.shaikh@acs.nyc.gov C. Either party may change its address(es) as set forth herein by notice to the other sent in accordance with Sections 21(A) and 21(B) above, provided that no notice of change of address shall be effective until the month following the month in which the notice is received. Any notice or other correspondence sent by the above-described certified mailing shall be deemed given and received on the fifth (5th) calendar day from the day of mailing, as evidenced by documentation issued by the United States Postal Service at the time of such certified mailing; any notice sent by a nationally recognized overnight courier service shall be deemed delivered (and received) at the time of delivery or at the time of attempted delivery if delivery is attempted by such certified mail or overnight courier service during Business Hours, on Business Days to Landlord’s or Tenant’s last known address, as applicable, as such delivery or attempted delivery is evidenced by documentation customarily issued by said courier service in connection thereto. Any notice or other correspondence sent by e-mail that is received on or after 5 p.m. on a Business Day shall be deemed given and received on the immediately following Business Day. D. Special Notices: In addition to any other notices expressly required under this Lease to be given by Landlord to Tenant, Landlord shall promptly give written notice to Tenant of (i) the giving of any notice or the taking of any action by the holder of any Superior Lease or Mortgage, the result of which may be the foreclosure of, or the sale or taking of possession of, all or any part of the Demised Premises, (ii) the commencement of a case in bankruptcy or under the laws of any State naming Landlord as the debtor, or (iii) the making by Landlord of an assignment or any other arrangement for the benefit of creditors under any State statute. E. Notwithstanding the foregoing, service of process to commence a summary proceeding pursuant to Article 7 of the Real Property Actions and Proceeding Law relating to any occupancy of the Demised Premises by Tenant shall be served in the manner required by CPLR Section 311. ARTICLE 22 UNAVOIDABLE DELAY Neither Landlord nor Tenant shall be deemed in default if delayed in the performance of any act, matter or thing which it is obligated to perform hereunder (other than the payment of Base Rent, Additional Rent or other monetary payments, unless the delay is exclusively the result of system-wide suspension of banking services affecting all, or substantially all, of the banking institutions in New York City in which case the party so delayed in making payment shall make 68 such payment within three (3) Business Days following the end of such system-wide suspension of banking services), if such delay is an Unavoidable Delay and the party claiming Unavoidable Delay has taken all reasonable steps necessary to mitigate the impact of the Unavoidable Delay. As used in this Lease, the term “Unavoidable Delay” shall mean an unforeseen delay, beyond the reasonable control and without any fault or negligence of the party claiming such Unavoidable Delay, caused by (i) labor boycott, strike, picketing, lockout or similar situation or theft; (ii) climatic conditions, storms, floods, droughts, tidal waves, fires, hurricanes, earthquakes, landslides or other catastrophes or acts of God; (iii) acts of war or of the public enemy or terrorist acts; (iv) pandemics, epidemics, outbreaks of infectious disease or any other public health emergency and directives, orders, restrictions or guidance issued as a result thereof by federal, state, or local governmental agencies or by the Centers for Disease Control, the World Health Organization, or other similar body; or (v) other states of emergency declared by the City, State or Federal government; including the City, State or Federal government’s reasonable responses to any of the above. ARTICLE 23 INDEMNITY; SAVE HARMLESS A. To the fullest extent permitted by law, Landlord and Tenant shall each indemnify, defend (in the event Tenant is providing a defense to Landlord, such defense may in Tenant’s sole discretion be provided by the New York City Law Department), and hold harmless the other from and against any and all liability, fines, penalties, suits, claims, demands, costs and expenses, damages, and actions of any kind or nature, to the extent arising by reason of injury or death to persons or damage to property: (1) In the case of Tenant’s indemnity obligations, (a) arising in or about the Property, other than the Demised Premises, if caused by the negligence or intentional or tortious acts or omissions of a Tenant Party, (b) arising in or about the Demised Premises unless occasioned by the negligence or intentional or tortious acts or omissions of a Landlord Party, and (c) arising from Tenant’s breach of any of the terms and provisions of this Lease, provided, that notwithstanding anything to the contrary in this Section 23(A)(1), in no event shall Tenant be required to indemnify Landlord to the extent such indemnity is prohibited pursuant to the provisions of § 5-321 of the General Obligations Law; and (2) In the case of Landlord’s indemnity obligations, (i) arising in or about the Demised Premises or other tenanted areas of the Property if caused by the negligence or intentional or tortious acts or omissions of Landlord or its agents, employees or invitees, (ii) arising in or about the Common Areas or other areas of the Property under the exclusive control of Landlord (excluding, to the extent Section 23(A)(2)(i) does not apply, without limitation, the Demised Premises or other tenanted areas of the Property), unless occasioned by the negligence or intentional or tortious acts or omissions of Tenant or its agents, employees or invitees, and (iii) arising from Landlord’s breach of any of the terms and provisions of this Lease. B. Notwithstanding anything contained in this Lease to the contrary, neither Landlord nor Tenant shall have liability for consequential damages suffered by the other party or by any person or entity claiming through such party. 69 C. If a dispute arises as to whether a party is obligated hereunder to indemnify the other party, (i) the non-prevailing party in said dispute shall reimburse the prevailing party for the reasonable attorney’s fees incurred by the prevailing party in connection with said dispute and (ii) if the non-prevailing party is the party that disaffirmed its obligation hereunder to indemnify the other party, then the non-prevailing party shall also reimburse the prevailing party for the reasonable attorney’s fees incurred by the prevailing party in connection with the underlying claim pending such determination. In any event, if the party being indemnified under this Lease opts to retain its own, supplemental counsel (i.e., separate from the counsel engaged by the indemnitor to defend the indemnitee in the subject claim), the indemnitor shall not be obligated to reimburse the indemnitee for the attorney’s fees incurred by the indemnitee for such supplemental, separate counsel, except as otherwise expressly provided above in this Section 23(C). D. The indemnified party shall reasonably cooperate with the indemnifying party in any defense; the indemnified party shall not settle a claim, liability or action for which the indemnifying party has the obligation to defend or indemnify without the indemnifying party’s consent, which consent shall not be unreasonably withheld. E. The provisions of this Article 23 shall be subject to the provisions of Article 33, to the extent applicable, and shall survive the expiration or other termination of this Lease. ARTICLE 24 INVESTIGATIONS A. The parties to this Lease agree to cooperate fully and faithfully with any investigation, audit or inquiry conducted by a State of New York (the “State”) or City of New York (the “City”) governmental agency or authority that is empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath, or conducted by the Inspector General of a governmental agency that is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license that is the subject of the investigation, audit or inquiry. B. (1) If any person who has been advised that his or her statement, and any information from such statement, will not be used against him or her in any subsequent criminal proceeding refuses to testify before a grand jury or other governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to examine witnesses under oath concerning the award of or performance under any transaction, agreement, lease, permit, contract, or license entered into with the City, the State, or any political subdivision or public authority thereof, or the Port Authority of New York and New Jersey, or any local development corporation within the City, or any public benefit corporation organized under the laws of the State of New York, or; (2) If any person refuses to testify for a reason other than the assertion of his or her privilege against self-incrimination in an investigation, audit or inquiry conducted by a City or State governmental agency or authority empowered directly or by designation to compel the attendance of witnesses and to take testimony under oath, or by the Inspector General of the

70 governmental agency that is a party in interest in, and is seeking testimony concerning the award of, or performance under, any transaction, agreement, lease, permit contract, or license entered into with the City, the State, or any political subdivision thereof or any local development corporation within the City, then; C. (1) The commissioner or agency head whose agency is a party in interest to the transaction, submitted bid, submitted proposal, contract, lease, permit, or license shall convene a hearing, upon not less than five (5) days written notice to the parties involved to determine if any penalties should attach for the failure of a person to testify. (2) If any non-governmental party to the hearing requests an adjournment, the commissioner or agency head who convened may, upon granting the adjournment, suspend any contract, lease, permit, or license pending the final determination pursuant to Section 24(E) below without the City incurring any penalty or damages for delay or otherwise. D. The penalties which may attach after a final determination by the commissioner or agency head may include but shall not exceed: (1) The disqualification for a period not to exceed five (5) years from the date of an adverse determination for any person, or any entity of which such person was a member at the time the testimony was sought, from submitting bids for, or transacting business with, or entering into or obtaining any contract, lease, permit or license with or from the City; and/or (2) The cancellation or termination of any and all such existing City contracts, leases, permits or licenses that the refusal to testify concerns and that have not been assigned as permitted under this agreement, nor the proceeds of which pledged, to an unaffiliated and unrelated institutional lender for fair value prior to the issuance of the notice scheduling the hearing, without the City incurring any penalty or damages on account of such cancellation or termination; monies lawfully due for goods delivered, work done, rentals, or fees accrued prior to the cancellation or termination shall be paid by the City. E. The commissioner or agency head shall consider and address in reaching his or her determination and in assessing an appropriate penalty the factors in paragraphs (1) and (2) below. He or she may also consider, if relevant and appropriate, the criteria established in paragraphs (3) and (4) below in addition to any other information which may be relevant and appropriate: (1) The party's good faith endeavors or lack thereof to cooperate fully and faithfully with any governmental investigation or audit, including but not limited to the discipline, discharge, or disassociation of any person failing to testify, the production of accurate and complete books and records, and the forthcoming testimony of all other members, agents, assignees or fiduciaries whose testimony is sought. (2) The relationship of the person who refused to testify to any entity that is a party to the hearing, including, but not limited to, whether the person whose testimony is sought has an ownership interest in the entity and/or the degree of authority and responsibility the person has within the entity. 71 (3) The nexus of the testimony sought to the subject entity and its contracts, leases, permits or licenses with the City. (4) The effect a penalty may have on an unaffiliated and unrelated party or entity that has a significant interest in an entity subject to penalties under Section 24(D) above, provided that the party or entity has given actual notice to the commissioner or agency head upon the acquisition of the interest, or at the hearing called for in Section 24(C)(1) above gives notice and proves that such interest was previously acquired. Under either circumstance the party or entity must present evidence at the hearing demonstrating the potential adverse impact a penalty will have on such person or entity. F. Definitions. (1) The term “license” or “permit” as used in Article 24 shall be defined as a license, permit, franchise or concession not granted as a matter of right. (2) The term “person” as used Article 24 shall be defined as any natural person doing business alone or associated with another person or entity as a partner, director, officer, principal or employee. (3) The term “entity” as used Article 24 shall be defined as any firm, partnership, corporation, association, or person that receives monies, benefits, licenses, leases, or permits from or through the City or otherwise transacts business with the City. (4) The term “member” as used Article 24 shall be defined as any person associated with another person or entity as a partner, director, officer, principal or employee. G. In addition to and notwithstanding any other provision of this Lease, the Commissioner or agency head may in his or her sole discretion terminate this Lease upon not less than three (3) days written notice in the event Landlord fails to promptly report in writing to the Commissioner of Investigation of the City of New York any solicitation of money, goods, requests for future employment of other benefit or thing of value, by or on behalf of any employee of the City or other person, firm, corporation or entity for any purpose which may be related to the procurement or obtaining of this Lease by the Landlord, or affecting the performance of this Lease. ARTICLE 25 SIGNIFICANT RELATED PARTY TRANSACTIONS Landlord shall be required to disclose and notify Tenant of any transactions with an entity that controls, is controlled by or is under direct or indirect common control with Landlord or a person related to Landlord (individually, a “Significant Related Party”, or collectively, “Significant Related Parties”), the costs of which are charged to Tenant as Rent, including, but not limited to, Operating Expenses, overtime HVAC, repairs, and electricity for the Common Areas. Landlord shall provide Tenant with written notice of such transactions upon submission of invoices for Rent or at the end of the calendar year in which the transactions to be billed as Rent were performed by Significant Related Parties. When such transactions occur, prices of same must be in line with normal industry practice in New York City. If such Significant Related Party transactions occurred and were disclosed, but the costs thereof exceed normal industry costs in an 72 arms-length third party transaction in New York City, then such excessive charges shall be disallowed. ARTICLE 26 ASBESTOS; HAZARDOUS MATERIALS; MOLD A. Asbestos Containing Materials. During the performance of the Work and throughout the Term, Landlord, at its sole cost and expense, shall abate (i.e. remove, enclose, encapsulate and/or replace) or if such ACM (as hereinafter defined) would not pose a threat to the health and safety of the users of the Demised Premises if maintained in its present condition, manage and perform regular hazard assessments (as provided below), any asbestos-containing materials (including, but not limited to, any such materials on boilers, pipes, ducts, breechings, plenum, tanks, spray on or other insulation, and any affected floor tiles, plaster, and ceiling tiles) (collectively "ACM") in the Demised Premises and portions of the Building through which Tenant has access to the Demised Premises or which may affect the Demised Premises, if any of same (i) is discovered or disturbed, or (ii) would be disturbed (or otherwise requires remediation under applicable Legal Requirements) in connection with the performance of any renovation work (including the Work pursuant to Article 6), demolition work or other construction work, subject to the following terms and conditions unless such ACM was placed in the Building by or on behalf of Tenant: (1) Landlord has delivered to Tenant for delivery to the Citywide Office of Safety and Health a letter substantially in the form attached hereto as Exhibit M. (2) If Landlord shall not have removed all of the ACM in the Demised Premises as part of the Work (for the avoidance of doubt, encapsulation of ACM is not considered removal of ACM), then during the Term, Landlord shall, at Landlord’s sole cost and expense, institute an operations and maintenance plan (“O&M Plan”) created by a New York City Department of Environmental Protection certified asbestos investigator in accordance with applicable Legal Requirements, which shall include monitored inspections performed as frequently as required by applicable Legal Requirements, and Landlord shall promptly provide ACS with a copy of the results of each such inspection. The O&M Plan shall be in accordance with the principles set forth in the EPA Document “Managing Asbestos In Place” (the “Green Book”) as it may be subsequently revised or replaced by a similar text. If any inspection performed pursuant to the O&M Plan should reveal that ACM has deteriorated, Landlord shall so notify ACS in writing within 10 days of the completion of such survey, which notice shall be accompanied by a copy of such survey. (3) If any inspection performed pursuant to the O&M Plan or other inspection identifies deteriorated ACM, Landlord shall, within a time frame to be mutually agreed to between Landlord and Tenant, diligently and in good faith complete the abatement of such ACM (the “ACM Work”) unless such ACM was placed in the Building by or on behalf of Tenant. Landlord shall give Tenant at least 10 days advance written notice of commencement and phasing of any ACM Work. Performance of the ACM Work shall be in accordance with and shall comply with all applicable Legal Requirements. (4) Landlord agrees to cause its ACM abatement contractors to maintain 73 appropriate environmental insurance covering The City of New York, including its officials and employees, as an additional insured and with per occurrence and aggregate limits in the amounts required by the Landlord. Landlord shall furnish Tenant with a certificate of insurance and the required additional insured endorsements. Landlord’s agreements with its ACM abatement and other environmental contractors shall include the following provision: “The contractor waives all rights against The City of New York, including its officials and employees, for any damages or losses that are covered by environmental insurance.” (5) In the event the Tenant must vacate the Demised Premises or any portion thereof because the ACM Work renders the Demised Premises unusable by Tenant during Business Hours, and provided such ACM Work was not made necessary by ACM introduced to the Building by or on behalf Tenant, then Base Rent shall abate from and after the date on which Tenant has notified Landlord that the affected portion of the Demised Premises is unusable for the purposes permitted under the Lease and Tenant has vacated such affected portion, such abatement to be in the proportion that the portion of the Demised Premises which is vacated and rendered unusable bears to the entire Demised Premises for the period of time involved, provided it exceeds one full Business Day. Following performance and completion of any abatement work, Landlord shall, at its sole cost and expense, restore the Demised Premises substantially to the condition it was in prior to such abatement work. Landlord shall be solely responsible for all repairs arising out of the performance of the abatement work. (6) Notwithstanding anything to the contrary set forth in this Article, Landlord shall be required at all times during the Term to comply with all applicable federal, state, county and municipal laws, rules, standards, regulations requirements and ordinances governing ACM and the ACM work in the Demised Premises and/or Building unless such ACM was placed in the Building by or on behalf of Tenant. B. Hazardous Materials. (1) As used herein, the term “Hazardous Material” means any material or substance that is toxic (which, the parties agree, includes lead), ignitable, reactive, or corrosive and that is regulated by the State or City of New York or the federal government. “Hazardous Materials” includes any and all materials or substances that are defined as “hazardous waste,” “extremely hazardous waste,” or a “hazardous material” pursuant to state, federal or local Legal Requirements. (2) Tenant shall not cause or permit any Hazardous Material to be brought upon, kept or used in or about the Building or the Demised Premises that would not normally be used in office space. Any such Hazardous Materials brought upon, kept, or used in or about the Demised Premises by Tenant, that are normally used in office space shall be used, stored, transported and disposed of in accordance with all Legal Requirements. Tenant, at its sole cost and expense, shall be responsible for performing or causing to be performed all clean-up and compliance costs with respect to any Hazardous Materials (excluding any Hazardous Materials existing in, on or under the Demised Premises or the Real Property as of the date hereof) stored, released, handled, produced or installed in the Demised Premises by a Tenant Party.

74 (3) From and after the Effective Date, Landlord represents and warrants that it shall not use nor cause to be used nor stored (except for use and storage of such materials in the ordinary course of Landlord’s business in compliance with all Legal Requirements) any Hazardous Materials on the Land or in and about the Building. (4) Landlord, at its sole cost and expense, shall be responsible for all costs (including, but not limited to, those resulting from monitoring, clean-up or compliance) incurred with respect to any Hazardous Materials placed in, on or under the Demised Premises, unless the same shall have been placed therein by a Tenant Party. C. Mold. Within fifteen (15) days of receipt of notice from Tenant, Landlord shall, at its sole cost and expense, provide indoor air quality testing when traces of mold or other bacteria are discovered by Tenant. Within fifteen (15) days of the indoor air quality test’s confirmation that mold or other bacteria is present in the Demised Premises, Landlord, at its sole cost and expense, shall remove (not encapsulate or monitor) all mold conditions found in the Demised Premises, unless caused by the actions of a Tenant Party. ARTICLE 27 LANDLORD’S REPRESENTATIONS A. As of the date Landlord executes this Lease, Landlord hereby represents and warrants to Tenant that it is not in default of any obligation to The City of New York, nor is Landlord, its officers, principals or stockholders a defendant in any action instituted by The City of New York. B. As of the date Landlord executes this Lease, Landlord represents and warrants to Tenant that the current members of the limited liability company that owns the Building are the same members as set forth on the Landlord Disclosure Form dated May 2, 2022. C. Any intentional misrepresentation by Landlord with regard to the foregoing representations as and when the subject representation was made shall constitute a basis for rescission of this Lease. ARTICLE 28 NO WAIVER A. The failure by either Landlord or Tenant to insist, in one or more instances, upon the full performance of any of the other party’s covenants, conditions or obligations hereunder shall not be construed as a waiver of a subsequent breach of the same or any other covenant or condition, and the consent or approval by Landlord or Tenant to or of any act by the other party requiring the consent or approval of the first party shall not be construed to waive or render unnecessary the other’s consent or approval to or of any subsequent similar act by Landlord or Tenant. No provision of this Lease shall be deemed to have been waived by Landlord or Tenant unless such waiver is in writing signed by such party. B. Failure by either party to declare any default immediately upon its occurrence or delay in taking any action in connection with such default shall not waive such default but such party shall have the right to declare any such default at any time prior to such default having been 75 cured. Receipt by Landlord of a partial payment shall not be deemed to be an accord and satisfaction (notwithstanding any endorsement or statement on any check or any letter accompanying any check or payment) nor shall such receipt constitute a waiver by Landlord of Tenant’s obligation to make full payment. ARTICLE 29 BROKERAGE A. Landlord and Tenant each represent to the other that neither has dealt with any broker in connection with this Lease other than Cushman & Wakefield and JRT Realty representing Tenant (collectively, “Tenant’s Broker”). Landlord shall, at its sole cost and expense, pay any commission owing to Cushman & Wakefield pursuant to a separate agreement that provides, among other things, for Cushman & Wakefield to be responsible, at its sole cost and expense, for payment of any commissions owing to JRT Realty. Landlord has entered into an agreement with Newmark Knight Frank (“Newmark”) whereby Landlord would pay a fee, at its sole cost and expense, to Newmark if certain transactions regarding the Building occur (such as, by way of example only, this Lease) regardless of whether Newmark provided any brokerage or similar advisory services to Landlord with regard to such transactions (the “Newmark Fee”). Landlord represents for the benefit of Tenant that Newmark has not provided any brokerage or other similar advisory services to Landlord with regard to this Lease. To the fullest extent permitted by law, Tenant and Landlord hereby agree to defend (in the event Tenant is providing a defense to Landlord, such defense may in Tenant’s sole discretion be provided by the New York City Law Department), indemnify and hold each other harmless against all loss, damage liability, cost and expense of any nature (excluding attorney’s fees, except to the extent set forth herein below) based on any claim by any party with whom such indemnifying party has dealt for a commission or other compensation in connection with this Lease which is based on the actions of such party or its agents or representatives (and, for avoidance of doubt, Landlord acknowledges that its indemnification of Tenant as set forth above includes any claim regarding the payment of the Newmark Fee). Each party agrees to pay the other party’s reasonable attorneys’ fees only for the activity of determining whether a claim is subject to this indemnification obligation and, if the party with the indemnification obligation disclaims, for the successful enforcement of this indemnity provision. The indemnified party shall cooperate with the indemnifying party in any defense; the indemnified party shall not settle a claim, liability or action for which the indemnifying party has the obligation to defend or indemnify without the indemnifying party’s consent. The foregoing indemnifications shall survive any expiration or termination of this Lease. ARTICLE 30 LANDLORD’S EXCULPATION; TRANSFER OF LANDLORD’S INTEREST A. Landlord and any successor in interest to Landlord shall be under no personal liability with respect to any of the provisions of this Lease, and if Landlord or any successor in interest to Landlord is in breach or default with respect to its obligations under this Lease, Tenant shall look solely to the equity of Landlord or such successor in interest in the Land and Building of which the Demised Premises form a part for the satisfaction of Tenant’s remedies and in no event shall Tenant attempt to secure any personal judgment against Landlord or against any successor in interest to Landlord or against any partner, member, principals (disclosed or 76 undisclosed), employee or agent of Landlord or any successor in interest to Landlord by reason of such default by Landlord or any successor in interest to Landlord. B. “Landlord” means only the owner, at the time in question, of the Building or that portion of the Building of which the Demised Premises are a part, or of a lease of the Building or that portion of the Building of which the Demised Premises are a part, so that in the event of any transfer or transfers of title to the Building or of Landlord’s interest in a lease of the Building or such portion of the Building, the transferor shall be and hereby is relieved and freed of all liability and obligations of Landlord under this Lease accruing after such transfer, and it shall be deemed, without further agreement, that such transferee has assumed all obligations of Landlord during the period it is the holder of Landlord’s interest under this Lease. C. Notwithstanding anything to the contrary contained herein, Landlord shall not knowingly transfer its interest in the Building to a Person that is a Prohibited Person (as defined in Article 39) without the prior written consent of Tenant. Landlord shall require that any Person to which Landlord shall transfer Landlord’s interest in the Building represent in the agreement for such transfer that such Person is not a Prohibited Person. Any attempted transfer to a Prohibited Person in conjunction with a violation of this Section 30(C) shall be deemed null and void, ab initio, and shall not release the prior Landlord from any obligations nor liabilities under this Lease. ARTICLE 31 OPTION TO RENEW A. Provided Tenant, at the time Tenant makes the election set forth herein and (unless such condition is waived in writing by Landlord) at the time that the Renewal Term would commence, is not in monetary or material non-monetary default under this Lease beyond all applicable notice and cure periods, then Tenant shall have the right, at its sole option (the “Renewal Option”), to renew this Lease for the then existing entire Demised Premises (i.e. not for just a portion of the then existing Demised Premises), and including any Offer Space (as defined in Article 38) that has been leased by Tenant (whether or not a full floor), for two (2) consecutive renewal terms of five (5) years each (the first term referred to as the “First Renewal Term” and the second term referred to as the “Second Renewal Term”, respectively; each such extension term sometimes individually referred to as a “Renewal Term” or collectively as the “Renewal Terms”). The First Renewal Term shall commence on the day immediately after the Expiration Date (the “First Renewal Term Commencement Date”) and shall terminate at 11:59 p.m. on the fifth (5th) anniversary of the Expiration Date (the “First Renewal Term Expiration Date”). The Second Renewal Term shall commence on the day immediately after the First Renewal Term Expiration Date (the “Second Renewal Term Commencement Date”) and shall terminate at 11:59 p.m. on the fifth (5th) anniversary of the First Renewal Term Expiration Date. Tenant shall exercise each such Renewal Option by giving Landlord written notice (“Tenant’s Renewal Notice”) of such election to renew at least twenty-four (24) months prior to the Expiration Date or the First Renewal Term Expiration Date, as the case may be, with time being of the essence in each instance and, upon the giving of such Tenant’s Renewal Notice, this Lease shall thereupon be deemed renewed for the First Renewal Term or the Second Renewal Term, as the case may be, with the same force and effect as if such Renewal Term had originally been included in the Term. Landlord shall be required to notify Tenant not less than three (3) months nor more than six (6) months in advance of the date by which Tenant must send notice to Landlord of Tenant’s election 77 to exercise the applicable Renewal Option. If Landlord shall fail to give such notice to Tenant, the time period for the exercise of Tenant’s Renewal Option shall be extended by the number of days from the last day that Landlord was required to give such notice to the day Landlord did give Tenant such notice, but in no event more than six (6) months in the aggregate. B. All of the terms, covenants and conditions of this Lease shall continue in full force and effect during each such Renewal Term, except that (i) the Operating Expense Base Year shall be the first twelve (12) months immediately succeeding the month in which the commencement of the applicable Renewal Term shall occur; (ii) the Real Estate Tax Base Year shall be the calendar year, January 1st to December 31st, in which the commencement of the applicable Renewal Term shall occur; and (iii) the Base Rent for the Renewal Term shall be ninety-five percent (95%) of the fair market value (the “Fair Market Value”) of the Demised Premises effective as of the Expiration Date for the First Renewal Term and as of the First Renewal Term Expiration Date for the Second Renewal Term. C. For purposes of determining the Base Rent payable during the applicable Renewal Term, the Fair Market Value shall mean the going rate of fixed annual rent for comparable office space in Comparable Buildings located in downtown Manhattan, as of the Expiration Date for the First Renewal Term and as of the First Renewal Term Expiration Date for the Second Renewal Term, giving due consideration to its location, size, the interior construction and fittings (other than fittings, which are paid for and removable by Tenant hereunder), the fact that Tenant shall take the Demised Premises “as is” for the applicable five (5) year Renewal Term and hence other elements typically affecting a lease transaction with a tenant occupying space in the Building for the first time are not applicable (including, but not limited to, the fact that a full brokerage commission may not be due and that Tenant is not being given an improvement allowance, a rental abatement, a moving allowance or any other considerations typical of a new tenant), that payments for Operating Expense escalations and Real Estate Tax escalations with such new base years shall continue to be made during such Renewal Term, and all other relevant factors. D. Within ninety (90) days of Landlord’s receipt of Tenant’s Renewal Notice, Landlord shall notify Tenant of its determination of the Fair Market Value (“Landlord’s Determination”). Thereafter, Tenant shall notify Landlord (“Tenant’s Determination”) within ninety (90) days after Tenant’s receipt of Landlord’s Determination whether Tenant accepts or disputes Landlord’s Determination, and if Tenant disputes Landlord’s Determination, Tenant’s Determination shall set forth Tenant’s determination of the Fair Market Value. Landlord and Tenant shall, in good faith, attempt to arrive at an agreement as to the Fair Market Value, as soon as possible prior to the Expiration Date or the First Renewal Term Expiration Date, as the case may be. If the Fair Market Value has not been agreed to within ninety (90) days of Tenant’s Determination, upon the written request of either Landlord or Tenant, the determination shall be submitted to arbitration in accordance hereof. If the Fair Market Value shall not have been finally determined by the arbitrator prior to the First Renewal Term Commencement Date or the Second Renewal Term Commencement Date, as the case may be, Tenant shall pay the Base Rent and Additional Rent payable for the last year of the Initial Term for the First Renewal Term and the last year of the First Renewal Term for the Second Renewal Term until such final determination, and, thereafter, Tenant shall pay the Base Rent for the Renewal Term determined by such arbitration. A pro-rata adjustment shall be made for all payments made by Tenant during the applicable Renewal Term upon the final determination of the Arbitrator.

78 E. The arbitration shall be conducted in accordance with the Real Estate Arbitration Rules (Expedited Procedures) of the American Arbitration Association (“AAA”), except that the provisions of this Article 31 shall supersede any conflicting or inconsistent provisions of said rules. The “Arbitrator” shall be selected by Landlord and Tenant. If they fail to agree upon an Arbitrator within twenty (20) days after the request for arbitration by either party, then a disinterested Member, Appraisal Institute (MAI) designated appraiser with at least ten (10) years’ experience valuing first-class commercial office space in New York City (with reasonably sufficient experience in valuing such properties in downtown Manhattan) shall be appointed Arbitrator pursuant to the applicable AAA rules. At the commencement of the arbitration proceeding, true copies of Landlord’s Determination and Tenant’s Determination shall be submitted to the Arbitrator. The Arbitrator shall conduct such hearings and investigations as the Arbitrator may deem appropriate, and shall make his or her own determination of the Fair Market Value (the “Arbitrator’s Initial Determination”). In making his or her determination, the Arbitrator shall consider the criteria set forth in Section 31(C). Thereafter, the Arbitrator shall make a final determination of Fair Market Value (the “Final Determination”) based on the following calculation: (a) if the Arbitrator’s Initial Determination is greater than both the Landlord’s Determination and the Tenant’s Determination, then the Fair Market Value shall be the Landlord’s Determination; (b) if the Arbitrator’s Initial Determination is lower than both the Landlord’s Determination and the Tenant’s Determination, then the Fair Market Value shall be the Tenant’s Determination; or (c) if the Arbitrator’s Initial Determination is between the Landlord’s Determination and the Tenant’s Determinations, then the Fair Market Value shall be calculated as the average of (i) the Arbitrator’s Initial Determination and (ii) whichever of the Landlord’s Determination and Tenant’s Determination is closer to the Arbitrator’s Initial Determination. In rendering its decision and award, the Arbitrator shall not add to, subtract from or otherwise modify the provisions of this Lease nor shall the arbitrator have any power to make an award or reformation and the jurisdiction of the arbitrator is hereby expressly limited accordingly. The decision of the Arbitrator shall be conclusive upon the parties and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding anything contained in the Real Estate Arbitration Rules of the AAA, the Arbitrator shall be obligated to render his or her decision within thirty (30) Business Days after the conclusion of the arbitration hearing. The Arbitrator’s fee shall be borne equally by the parties and each party shall bear the expense of its own counsel, experts and preparation and presentation of proof. After a final determination has been made of the Fair Market Value, the parties shall execute and deliver an instrument setting forth the annual Base Rent during the applicable Renewal Term equal to the Fair Market Value determination, but the failure to so execute and deliver any such instrument shall not affect the determination of Fair Market Value and the calculation of annual Base Rent during the applicable Renewal Term. ARTICLE 32 DEFAULT; REMEDIES OF LANDLORD; WAIVER OF REDEMPTION A. This Lease and the Term and estate hereby granted are subject to the further limitations that: (1) if Tenant shall default in the payment of any Base Rent or Additional Rent under this Lease and such default shall continue (i) in the case of Base Rent or recurring Additional Rent payable in monthly installments, for (a) 20 days after Landlord shall have given Tenant written notice specifying such default, which notice must state at the top in bold capital letters 79 “MONETARY DEFAULT NOTICE” and (b) after expiration of the 20 day period in clause (a), such default shall continue for 20 days after Landlord shall have given Tenant a second such notice specifying such default, which notice must state at the top in bold capital letters “SECOND MONETARY DEFAULT NOTICE” or (ii) in the case of other Additional Rent, for (x) 30 days after Landlord shall have given Tenant written notice specifying such default, which notice must state at the top in bold capital letters “MONETARY DEFAULT NOTICE” and (y) after expiration of the 30 day period in clause (x), such default shall continue for 30 days after Landlord shall have given Tenant a second such notice specifying such default, which notice must state at the top in bold capital letters “SECOND MONETARY DEFAULT NOTICE” (provided, that Tenant shall not be entitled to the second notice and grace periods described in clauses (i)(b) and (ii)(y) of this Section 32(A)(1) more than three times in any 12 month period), or (2) if Tenant shall, whether by action or inaction, be in default of any of its obligations under this Lease (other than a default in the payment of Base Rent or Additional Rent) and such default shall continue and not be remedied within 30 days after Landlord shall have given to Tenant a notice specifying the same, which notice must state at the top in bold capital letters “NON-MONETARY DEFAULT NOTICE”, or, in the case of a default which cannot with due diligence be cured within a period of 30 days, if Tenant shall not (i) within said 30-day period acknowledge the existence of such default and notify Landlord of Tenant’s intention to take all steps necessary to remedy such default and (ii) duly commence within said 30-day period and thereafter diligently prosecute to completion all steps necessary to remedy the default, then in any of said cases, in addition to any other remedies available to Landlord at law or in equity, Landlord may give to Tenant a notice of termination of this Lease at the expiration of 10 Business Days from the date of service of such notice, and upon the expiration of said 10 Business Days this Lease and the Term and estate hereby granted shall terminate with the same effect as if that day was the then scheduled expiration date of this Lease, but Tenant shall remain liable for damages as provided in this Article 32. B. In the case of any (i) a termination in accordance with this Article 32 or (ii) re- entry, expiration and/or dispossess by summary proceedings or otherwise (all performed in accordance with Legal Requirements), then (a) the rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Landlord may re-let the Demised Premises or any part or parts thereof, either in the name of Landlord or otherwise, for a term or terms, which may at Landlord’s option be less than or exceed the period which would otherwise have constituted the balance of the Term of this Lease and may grant concessions or free rent or charge a higher rental than that in this Lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay Landlord as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the Demised Premises for each month of the period which would otherwise have constituted the balance of the Term of this Lease. Landlord shall make commercially reasonable efforts to relet the Demised Premises, provided, however, that (1) Landlord shall not be obligated to give the Demised Premises any preference over other space in the Building whether then available or to become available and that the failure of Landlord to re-let the Demised Premises or any part or parts thereof shall not release or affect Tenant’s liability for damages and (2) if Landlord lists the Demised Premises with a licensed real estate broker recognized in the New 80 York City metropolitan area, to be selected in Landlord’s sole discretion, Landlord shall be deemed to have satisfied the condition that Landlord shall use commercially reasonable efforts to relet the Demised Premises. Landlord shall have sole discretion as to whether or not to enter into a lease for all or portion of the Demised Premises procured by such broker or with any other prospective tenant making an offer to lease all or a portion of the Demised Premises so long as Landlord is not acting in bad faith. In computing such liquidated damages there shall be added to the said deficiency such expenses as Landlord may incur in connection with re-letting, such as legal expenses, reasonable attorneys’ fees, brokerage, advertising and for keeping the Demised Premises in good order and/or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this Lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Landlord to collect the deficiency for any subsequent month by a similar proceeding. Landlord, in putting the Demised Premises in good order and/or preparing the same for re-rental may, at Landlord’s option, make such alterations, repairs, replacements, and/or decorations in the Demised Premises that are not typically considered in the nature of a tenant improvement (collectively, the “Reletting Improvements”) as Landlord, in Landlord’s sole judgment, considers advisable and necessary for the purpose of re-letting the Demised Premises, and the making of Reletting Improvements shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Landlord shall in no event be liable in any way whatsoever for failure to actually re-let the Demised Premises (as opposed to making a good faith effort to relet to the extent set forth above), or in the event that the Demised Premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Landlord hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Landlord shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re- entry, summary proceedings and other remedies were not herein provided for. Mention in this Lease of any particular remedy shall not preclude Landlord from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining possession of the Demised Premises, by reason of the violation by Tenant of any of the covenants and conditions of this Lease, or otherwise. ARTICLE 33 INSURANCE A. Coverage. The City of New York does not maintain insurance for the Tenant’s activity contemplated hereunder (“Policy”). The City of New York is a municipal corporation authorized to expend funds for any loss, claim, action or judgment. Tenant certifies that The City of New York will defend, settle and without limitation satisfy any judgment against it in connection with any claims and/or litigation filed against it by all entities and individuals for injuries and/or property damage arising from The City of New York’s tenancy under this Lease. If Tenant shall elect to change its Policy or if this Lease shall be assigned to any other party or if the Demised Premises shall be sublet to any other party, other than an agency or department of The City of New York, the Tenant, assignee or subtenant, as the case may be, shall provide and keep in force commercial general liability insurance and commercial property insurance with respect to the Demised Premises as shall be satisfactory to Landlord in its commercially reasonable discretion. 81 B. No Violations. Tenant shall not do, permit anything to be done, or keep or permit anything to be kept in the Demised Premises which would increase the fire or other casualty insurance rate on the Building over the rate which will be in effect on the Commencement Date or that would otherwise be then in effect or which would result in an insurance company of good standing refusing to insure the Building at standard rates. If Tenant receives notice of a violation of any Legal Requirements or any rule, order or regulation or condition of insurance boards or policies applicable to the Demised Premises, it shall promptly cure such violation. C. Waiver and Limitation on Claims. (1) Notwithstanding anything to the contrary in Article 23, to the extent permitted by law, Landlord and Tenant waive all rights against each other for any losses or damages that are covered under any insurance required under this Lease or any other insurance applicable to the operations of Landlord or Tenant in connection with this Lease or to the Land, Building, or Demised Premises or any combination thereof. (2) To the extent permitted by law, the Tenant waives its right to make a claim against the Landlord for any direct physical loss or damage to property that would be covered by commercial property insurance written on the most recent editions of Insurance Services Office (ISO) Form CP 00 10 and CP 10 30 as if the Tenant had maintained such insurance. (3) To the extent permitted by law, the Landlord waives its right to make a claim against the Tenant for any direct physical loss of or damage to property that is covered by an “all risk” or “special causes of loss” commercial property insurance policy (whether or not such insurance is actually maintained or claims are paid thereunder). (4) To the extent permitted by law, both the Landlord and Tenant waive their rights to make claims against the other for “business income” including “rental value” as such terms are defined in the most recent version of ISO Form CP 00 30 arising out of property damage or loss to the Land, Building, or Demised Premises or any combination thereof. (5) Nothing contained in this Article 33 shall be deemed to relieve either party of any duty imposed elsewhere in this Lease to repair, restore or rebuild. ARTICLE 34 USE; ASSIGNMENT AND SUBLETTING A. (1) The Demised Premises shall be used for executive, administrative and general offices, and uses ancillary thereto (specifically including, but not limited to, storage, showering (subject to and conditioned on obtaining the Shower Approvals), bicycle parking, and locker uses), or for such other similar purposes as the Commissioner of the Department of Citywide Administrative Services may determine, subject, however, to the terms and conditions of this Lease and the portion of the Demised Premises constituting the Client Lobby shall be used as a private lobby which includes the administering of unscheduled visits from members of the general public. Tenant agrees that at all times its use and manner of use of the Demised Premises shall be consistent with the operation of a Comparable Building, provided that Landlord acknowledges that Tenant will consistently have visits from members of the public.

82 (2) Tenant shall not use or occupy the Demised Premises, nor permit the Demised Premises to be used or occupied for any of the Prohibited Uses set forth on Exhibit N, provided, however, none of the Prohibited Uses shall be deemed to prohibit the use of the Demised Premises by the Named Tenant for uses typically made by ACS at its other locations as of the Effective Date. (3) The Demised Premises shall also include the independent check-in desk in the lobby of the Main Entrance of the Building as indicated in Exhibit O (the “Lobby Desk”) which Tenant may use on an exclusive basis (subject to the terms set forth below) for access to the Demised Premises by employees and all invitees or guests of Tenant other than Clients during all business hours of Tenant. The Lobby Desk and the immediately surrounding area shall be maintained and cleaned by Landlord at Tenant’s direct, reasonable expense. Landlord shall provide electricity to the Lobby Desk, at Tenant’s direct expense. Tenant at its expense may connect the Lobby Desk to the telephone and data systems of the Demised Premises. Any identification signage that Tenant wishes to place on the front of the Lobby Desk shall be subject to the prior written approval of Landlord, such approval not to be unreasonably withheld. Tenant shall provide sufficient staff to be stationed at the Lobby Desk during all business hours of Tenant. The rights granted in this Section 34(A)(3) are given in connection with, and as part of, the rights created under this Lease and are not separately transferable or assignable from this Lease. Services and utilities to be provided by Landlord, at Tenant’s expense pursuant to this Section 34(A)(3) shall be payable by Tenant directly as Additional Rent within thirty (30) days following invoice for same. (4) Notwithstanding anything to the contrary, the Named Tenant shall be permitted to set-up displays and/or tables in the Client Lobby for displays exhibiting religious occasions such as Christmas, Chanukah, Kwanzaa, Ramadan, Chinese New Year, etc. during such appropriate times of the year. For avoidance of doubt, Tenant acknowledges that the foregoing applies only to the Client Lobby, and not the Lobby Desk in the lobby of the Main Entrance of the Building. B. Except as otherwise set forth in this Article 34, Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the Demised Premises or any part thereof to be used by others, without the prior written consent of Landlord in each instance. If Landlord shall have consented to the foregoing assignment or subletting, then Tenant thereafter shall pay to Landlord a sum equal to fifty (50%) percent of (a) any rent or other consideration actually paid to Tenant by any subtenant or assignee which (after deducting the costs of Tenant, if any, in effecting the subletting, including reasonable alteration costs and commissions) is in excess of the rent allocable to the subleased space which is then being paid by Tenant to Landlord pursuant to the terms thereof; and (b) any other profit or gain (after deducting any reasonably necessary expenses incurred) actually realized by Tenant from any such subletting or assignment. All sums payable hereunder by Tenant shall be directly payable to Landlord as Additional Rent within forty-five (45) days of receipt thereof by Tenant. If this Lease is assigned, or if the Demised Premises or any part thereof be underlet or occupied by anybody other than Tenant, Landlord may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this 83 covenant, or the acceptance of the assignee, under-tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Landlord to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or underletting. Any assignment, subletting or other agreement made in violation of this Article shall be void ab initio. C. Tenant shall not, whether voluntarily, involuntarily, or by operation of law or otherwise (x) assign or otherwise transfer this Lease or the term and estate hereby granted, or offer or advertise to do so, (y) sublet the Demised Premises or offer or advertise to do so, or allow the same to be used, occupied or utilized by anyone other than Tenant or, (z) mortgage, pledge, encumber or otherwise hypothecate this Lease or the Demised Premises or any part thereof in a manner whatsoever without in each instance obtaining the prior written consent of Landlord or notifying Landlord as provided in this Article 34. D. If this Lease is assigned, whether or not in violation of the provisions of this Lease, Landlord may collect rent from the assignee. If the Demised Premises are sublet or used or occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may collect rent from the subtenant or occupant. In either event, Landlord may apply the net amount collected to the Rent and Additional Rent herein reserved, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any of the provisions of this Article 34, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant’s obligations under this Lease. The consent by Landlord to a particular assignment, mortgaging, subletting or use or occupancy by others shall not in any way be considered a consent by Landlord to any other or further assignment, mortgaging or subletting or use or occupancy by others not expressly permitted by this Article 34. References in this Lease to use or occupancy by others (that is, anyone other than Tenant) shall not be construed as limited to subtenants and those claiming under or through subtenants but shall also include licensees and others claiming under or through Tenant, immediately or remotely. E. Any assignment or transfer, whether made with or without Landlord’s consent, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance reasonably satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed and whereby the assignee shall agree that the provisions in Article 34 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers. The original named Tenant covenants that, notwithstanding any assignment or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the acceptance of Rent and/or Additional Rent by Landlord from an assignee, transferee, or any other party, the original named Tenant shall remain fully liable for the payment of the Rent and Additional Rent and for the other obligations of this Lease on the part of Tenant to be performed or observed. F. Notwithstanding anything to the contrary contained in this Article, Tenant shall have the right to permit any agency or department of The City of New York to use and occupy all or a portion of the Demised Premises subject to the terms and conditions of this Lease including, without limitation, Section 34(A) and Exhibit N. Such use and occupancy shall not be deemed an 84 assignment or sublet, nor shall it require Landlord’s consent. Tenant shall notify Landlord promptly in advance of any agency or department other than ACS that intends to use or occupy the Demised Premises (or a portion thereof) and its intended use. ARTICLE 35 ESTOPPEL CERTIFICATE Tenant, at any time, and from time to time, but not more often than twice in any 6-month period (provided, however, that the foregoing limit shall not apply to up to one (1) additional or updated version of the following required for such transaction or for each additional Estoppel in excess of the foregoing limits with regard to which Landlord agrees to pay to Tenant the sum of $5,000 for each such additional Estoppel, as hereinafter defined), upon at least thirty (30) days prior notice by Landlord, shall execute and deliver to Landlord, and/or other person, firm or corporation specified by Landlord, a statement (“Estoppel”) that the Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Base Rent and Additional Rent have been paid, and stating whether or not there exists any default by Landlord under the Lease, and, if so, specifying each such default. Any mortgagee, lender or prospective purchaser transacting with Landlord shall have the right to rely on the accuracy of the statements contained in the Estoppel. ARTICLE 36 BUILDING RULES Tenant shall observe and comply with the rules and regulations set forth on Exhibit P (the “Rules and Regulations”), as supplemented or amended from time to time in accordance with the terms of this Article 36, provided that in case of any conflict or inconsistency between the provisions of this Lease and any of the Rules and Regulations as originally promulgated or as supplemented or amended from time to time, the provisions of this Lease shall control. Landlord reserves the right, from time to time, to adopt additional Rules and Regulations and to amend the Rules and Regulations then in effect, provided that such additional or amended Rules and Regulations are reasonable in nature, do not impose any material cost on Tenant, and/or otherwise materially increase Tenant’s obligations or diminish Tenant’s rights under this Lease. No new Rule or Regulation or modification of any existing Rules and Regulations shall be binding on Tenant unless the Landlord gives Tenant at least thirty (30)-days’ notice thereof. Nothing contained in this Lease shall impose upon Landlord any obligation to enforce the Rules and Regulations and or terms, covenants or conditions in any other lease against any other Building tenant, and Landlord shall not be liable to Tenant for violation of the Rules and Regulations by any other tenant or occupant, its employees, agents, visitors or licensees, except that Landlord shall not enforce any Rules and Regulations against Tenant in a discriminatory fashion. No rule or regulation imposed by Landlord shall unreasonably interfere with Tenant’s intended use of the Demised Premises and the same shall be uniformly enforced against similar tenants and occupants in the Building. 85 ARTICLE 37 ACCESS AND BUILDING ALTERATIONS A. Landlord or Landlord’s agents shall have the right (but shall not be obligated) to enter the Demised Premises in an emergency at any time, and, at other reasonable times, upon reasonable advance notice and with Tenant’s representative(s) present (if Tenant makes such representative available), to examine the same and to make such repairs and/or replacements as Landlord may deem necessary to the Demised Premises or the Building. In such event, Landlord or its agents shall exercise all due care in making such entry to protect Tenant’s property and shall repair any damage made upon making such entry and shall secure the Demised Premises in the event that Tenant is not present at the time of such emergency entry. Tenant shall permit Landlord to use and maintain and replace pipes and conduits in and through the Demised Premises and to erect new pipes and conduits therein; provided, that such pipes and conduits (i) are concealed within the walls, floor or ceiling, (ii) do not in any way result in a diminishing of Tenant’s usable space in the Demised Premises other than to a de minimis extent, and (iii) do not adversely affect Tenant’s operations in the Demised Premises. Landlord may, during the progress of any work in the Demised Premises, take all necessary materials and equipment into said premises (provided, however, that Landlord’s storage of materials and equipment in the Demised Premises for and during the period of such repair, restoration or other work shall occupy a de minimis portion of the Demised Premises for as short a period of time as is reasonably practicable under the circumstances and, provided further, that Landlord shall use all reasonable efforts to minimize any interference with Tenant’s business or the disruption of same in exercising such right of entry or making such repairs, replacements or alterations) without the same constituting an eviction. In any such event, Landlord will indemnify Tenant for any negligent act or omission by Landlord, Landlord’s contractors, agents, employees or licensees in or about the Demised Premises resulting in damage to Tenant or Tenant’s property. B. Throughout the Term, Landlord shall have the right to enter the Demised Premises during Tenant’s normal Business Hours, upon reasonable advance notice to Tenant, for the purpose of showing the same to prospective purchasers or mortgagees of the Building, and during the last 24 months of the Term for the purpose of showing the Demised Premises to prospective tenants. C. Landlord may not change the arrangement or location of any entrance, passageway, stair, bathroom, door or doorway of the Demised Premises without prior notice to and the prior written consent of Tenant, not to be unreasonably withheld, provided, that Tenant’s consent shall not be required for modifications of any of the forgoing that are de minimis in extent or do not directly affect Tenant’s use of the Demises Premises or access to the Demised Premises. Landlord may not change the name, number or designation by which the Building may be known without the prior written consent of Tenant, which consent shall not be unreasonably withheld. Landlord may temporarily cover any exterior window to the Building to make ordinary and necessary repairs. ARTICLE 38 RIGHT OF FIRST OFFER A. As used herein,

86 (1) “Available” means, as to any Offer Space, that such Offer Space is vacant and free of any present or future possessory right now or hereafter existing in favor of any third party; provided, that any space that is vacant on the Effective Date shall not be deemed Available unless and until such space is first leased to another tenant and then again becomes Available. Anything to the contrary contained herein notwithstanding, Tenant’s right of first offer pursuant to this Article 38 is subordinate to (x) any right of offer, right of first refusal, renewal right or similar right or option in favor of any third party existing as of the date of this Lease and (y) Landlord’s right to renew or extend the term of any lease to another tenant, whether or not pursuant to an option or right set forth in such other tenant’s lease. (2) “Offer Period” means the period commencing on the Commencement Date to and including the date that is five (5) years prior to the Expiration Date. (3) “Offer Space” means any space (i) on any floor of the Building immediately contiguous with any floor of the Demised Premises, or (ii) which comprises the balance of any floor partially leased to Tenant. As hereinafter used in this Article 38, the terms “such Offer Space” and “applicable Offer Space” and “Offer Space”, where the context so requires, shall refer to the particular portion of the entire Offer Space that is set forth in the applicable Offer Notice from time to time. B. Provided (i) this Lease shall not have been terminated, (ii) Tenant shall not be in monetary or material non-monetary default under the Lease beyond any applicable periods of notice and cure, and (iii) Tenant (which may be another agency, board or department of The City of New York other than ACS, subject to compliance with the terms and conditions of this Lease regarding the use of the Demised Premises) shall physically occupy the entire rentable area of the Demised Premises (as the same shall then be constituted), then if at any time during the Offer Period, if any Offer Space becomes, or Landlord reasonably anticipates that Offer Space will become, Available, Landlord shall give to Tenant notice (an “Offer Notice”) thereof, specifying (A) Landlord’s determination of the Fair Offer Rent for such Offer Space, (B) the date or estimated date that such Offer Space has or shall become Available (the “Anticipated Inclusion Date”) and (C) such other matters as Landlord may deem appropriate for such Offer Notice. “Fair Offer Rent” means the fixed annual rent that a willing lessee would pay and a willing lessor would accept for the applicable Offer Space, each party acting prudently and under no compulsion to lease, and taking into account all relevant factors. C. Provided that on the date that Tenant exercises the Offer Space Option and on the Offer Space Inclusion Date (i) the Lease shall not have been terminated, (ii) Tenant shall not be in monetary or material non-monetary default under the Lease beyond any applicable periods of notice and cure (unless such condition is waived in writing by Landlord), and (iii) Tenant (which may be another agency, board or department of The City of New York other than the ACS, subject to compliance with the terms and conditions of this Lease regarding the use of the Demised Premises) shall physically occupy the entire rentable area of the Demised Premises (as the same shall then be constituted) (unless such condition is waived in writing by Landlord), Tenant shall have the option (the “Offer Space Option”), exercisable by notice (an “Acceptance Notice”) given to Landlord on or before the date that is forty-five (45) days after the giving of the Offer Notice (time of the essence) to include the Offer Space in the Demised Premises. Tenant shall notify Landlord in the Acceptance Notice whether Tenant accepts or disputes Landlord’s 87 determination of the Fair Offer Rent, and if Tenant disputes Landlord’s determination of the Fair Offer Rent, the Acceptance Notice shall set forth Tenant’s determination of the Fair Offer Rent. If Tenant fails timely to object to Landlord’s determination in the Acceptance Notice and to set forth Tenant’s determination of the Fair Offer Rent, then Tenant shall be deemed to have rejected Landlord’s determination. Tenant shall not have the option to include in the Demised Premises less than the entire Offer Space described in the Offer Notice. D. If Tenant timely delivers the Acceptance Notice, then, on the date on which Landlord delivers vacant possession of the Offer Space to Tenant (the “Offer Space Inclusion Date”), the Offer Space shall become part of the Demised Premises, upon all of the terms and conditions set forth in this Lease, except that with respect to such Offer Space (i) from and after the Offer Space Inclusion Date, Base Rent shall be increased by 100% of the Fair Offer Rent, (ii) from and after the Offer Space Inclusion Date, Tenant’s Tax Share and Tenant’s Expense Share shall each shall each be increased proportionately to reflect the addition of the Offer Space to the Demised Premises (with the RSF amounts calculated in the same manner as the RSF of the original Demised Premises), and (iii) Landlord shall not be required to perform any work, pay any contribution or allowance or any other amount, or render any services to make the Building or the Offer Space ready for Tenant’s use or occupancy or to provide any abatement of Base Rent or Additional Rent, and Tenant shall accept the Offer Space in its “as is” condition on the Offer Space Inclusion Date. The term of the lease of the Offer Space shall be co-terminus with the Term of the Lease. E. If in any Acceptance Notice, Tenant disputes Landlord’s determination of Fair Offer Rent, and Landlord and Tenant fail to agree as to the amount thereof within 45 days after the giving of such Acceptance Notice, then the dispute shall be resolved by arbitration in the same manner as disputes regarding Fair Market Rent pursuant to Article 31; provided, that all references in said Article 31 to “Fair Market Rent” shall be deemed to refer to “Fair Offer Rent.” If the dispute shall not have been resolved on or before the applicable Offer Space Inclusion Date, then pending such resolution, Tenant shall pay as annual fixed rent for the Offer Space in question the Fair Offer Rent as determined by Landlord. Within 30 days after the final determination of such Fair Offer Rent, an adjustment, if any, required to correct the amounts previously paid on account thereof shall be made by the appropriate party. F. If Landlord is unable to deliver possession of the Offer Space to Tenant for any reason on or before the Anticipated Inclusion Date, the Offer Space Inclusion Date shall be the date on which Landlord is able to so deliver possession and Landlord shall have no liability to Tenant therefor and this Lease shall not in any way be impaired. This Section 38(F) constitutes “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law and any other law of like import now or hereafter in effect. Notwithstanding the foregoing, if Landlord fails to deliver possession of the Offer Space to Tenant within ninety (90) days after the Anticipated Inclusion Date, then Tenant shall have the option, as Tenant’s sole and exclusive remedy by reason of such delay in the delivery of the Offer Space, to irrevocably elect to rescind Tenant’s Acceptance Notice upon thirty (30) days’ notice given to Landlord (the “Offer Space Rescission Notice”). If Tenant shall give an Offer Space Rescission Notice to Landlord in accordance with the preceding sentence, then if the Offer Space Inclusion Date shall not occur within the 30-day period following the giving of such Offer Space Rescission Notice, Tenant’s giving of the Acceptance Notice shall be null and void and of no further force or effect, and the 88 Offer Space shall not become part of the Demised Premises; however, notwithstanding anything to the contrary contained herein, if the Offer Space Inclusion Date shall occur prior to the thirtieth (30th) day after the Offer Space Rescission Notice is given to Landlord, then such Offer Space Rescission Notice shall be null and void and of no further force or effect and the Offer Space shall become part of the Demised Premises on the Offer Space Inclusion Date in accordance with the terms and conditions of this Lease. For the avoidance of doubt, any rescission of Tenant’s lease of the Offer Space shall not affect the validity of any of the other terms, conditions or provisions of this Lease. G. If Tenant fails to timely give an Acceptance Notice, or if Tenant declines to lease any Offer Space offered for lease pursuant to this Article 38, then (i) Landlord may enter into one or more leases of the Offer Space with third parties on such terms and conditions as Landlord shall determine and (ii) the Offer Space Option in respect of such space shall be null and void and of no further force and effect and Landlord shall have no further obligation to offer such Offer Space to Tenant. H. Promptly after the occurrence of the Offer Space Inclusion Date, Landlord and Tenant shall confirm the occurrence thereof and the inclusion of the Offer Space in the Demised Premises by executing an instrument reasonably satisfactory to Landlord and Tenant setting forth with respect to the Offer Space (i) the Base Rent with escalation amounts and (ii) the new Tenant’s Share; provided, however, that failure by Landlord or Tenant to execute such instrument shall not affect the inclusion of the Offer Space in the Demised Premises in accordance with this Article 38. I. Tenant’s Right of First Offer described herein is personal to Tenant and may not be exercised by any assignee, transferee or subtenant of Tenant. ARTICLE 39 MISCELLANEOUS A. Presumptions. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Lease to be drafted, each party having been represented by competent counsel. B. Counterparts. This Lease may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument. Delivery of an executed counterpart of this Lease electronically shall be equally effective as delivery of an original executed counterpart. An electronic signature of a party and any signature transmitted by email in “pdf” or similar format shall be deemed an original signature and fully effective as such. C. Captions. The captions contained in this Lease are for convenience of reference only, and in no way define, limit or describe the scope or intent of this Lease nor in any way affect this Lease. D. Waiver Of Trial By Jury. It is mutually agreed by and between Landlord and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way 89 connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use of or occupancy of the Demised Premises, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Landlord commences any proceeding or action for possession including a summary proceeding for possession of the Demised Premises, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding except for statutory mandatory counterclaims. E. No Modifications. No agreement shall be effective to change, modify, waive, release, discharge, terminate or effect an abandonment of this Lease, in whole or in part, unless such agreement is in writing, expressly refers to this Lease and is signed by the party against whom enforcement of the change, modification, waiver, release, discharge, termination or effectuation of the abandonment is sought. F. Landlord Cure Period. Except as otherwise specifically provided in this Lease, Landlord shall not be in default of any of its obligations hereunder unless Landlord has failed to perform such obligation within thirty (30) days of receipt of notice from Tenant of such failure, provided that if the nature of such default is such that more than thirty (30) days is required to cure the same, Landlord shall not be in default hereunder if Landlord commences such cure within such thirty (30) day period and diligently prosecutes the same to completion. G. Consents. Notwithstanding any provision of this Lease to the contrary, if Tenant shall request Landlord’s consent pursuant to any of the provisions of this Lease and Landlord shall fail or refuse to grant such consent, Tenant shall not be entitled to any monetary damages, and Tenant shall not make any claim for monetary damages by way of setoff, counterclaim or defense, based upon any claim or assertion by Tenant that Landlord has withheld or delayed granting any such consent, and Tenant’s sole remedy to dispute Landlord’s failure or refusal to grant its consent shall be an action for specific performance or injunction and such remedy shall be available only in those cases where Landlord has expressly agreed in writing not to unreasonably withhold its consent or where as a matter of law Landlord may not unreasonably withhold its consent. H. No Recording. Neither this Lease, nor any memorandum thereof, may be recorded. I. Tenant Self Help. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not perform any construction, repair or other work or provide any service pursuant to the exercise of Tenant’s right to do so upon Landlord’s failure to do so as required under this Lease unless same is capable of being performed by Tenant (i) taking action wholly within the Demised Premises, (ii) without altering or adversely affecting any of the structural components, the roof, or the lobby of the Building (other than Tenant’s private lobby which forms a part of the Demised Premises); the Building’s systems, any area outside of the Demised Premises, or any facility serving any other leased premises in the Building, and (iii) without adversely affecting the use or occupancy of any other tenant in the Building for the purposes permitted by such tenant’s lease, other than to a de minimis extent. If Tenant rightfully elects to perform construction, repair or other work, then Tenant shall promptly commence performance of same and shall prosecute the same diligently and with continuity to completion.

90 J. Rent Credits. Any rent deduction or credit to which Tenant shall be entitled under Articles 7, 9, and 13 (each a “Rent Credit” for the purposes of this Section 39(J) only) shall not exceed thirty percent (30%) of the Base Rent then coming due (“30% Limit”) for each of the then next three (3) calendar months, but if the amount of the Rent Credit is not fully recovered during such three (3) month period, then Tenant may apply the then unrecovered Rent Credit against one hundred percent (100%) of the monthly installments of Base Rent then next coming due. For the avoidance of doubt, the 30% Limit does not apply to any rent deduction or credit that Tenant may be entitled under Article 6 of this Lease. Any amounts that Tenant is permitted to deduct from Base Rent shall bear interest at the lesser of (i) two percent (2%) in excess of the Interest Rate (defined in Section 39(K)(5)), or (ii) the highest interest rate then permitted by Legal Requirements from the time that Tenant first becomes entitled to the deduction until the deduction is fully utilized. If the amount of any deducting from Base Rent permitted hereunder cannot be completed prior to the Expiration Date, Landlord shall promptly refund any balance to Tenant. K. Definitions. For the purposes of this Lease: (1) “and/or” shall mean each item individually, any combination of two or more items, or all of the items collectively, whichever is the broadest possible meaning based on the applicable circumstances. For example, the phrase “w, x, y, and/or z” refers to the broadest possible meaning based on the applicable circumstances out of the choices of referring to: (i) w only; (ii) x only; (iii) y only; (iv) z only; (v) any combination of two or more of w, x, y, and z; and (vi) w, x, y, and z collectively. (2) “Business Days” or “business days” shall mean all days excluding Saturdays, Sundays and days observed by The City of New York as a legal holiday; provided, however, that with respect to the number of days by which Landlord must take an action or perform an obligation under this Lease, “Business Days” shall also exclude days observed by the State of New York or the federal government as a legal holiday. Business Days shall be deemed to be consecutive even if separated by a Saturday, Sunday or other holiday. (3) “Business Hours” shall mean the hours from 8:00 a.m. to 6:00 p.m. on Business Days for the entire Demised Premises and from 8:00 a.m. to 1 p.m. on Saturdays (that are not observed by The City of New York as a legal holiday) for the portion of the Demised Premises located on the ground floor (all three portions), 2nd floor, 3rd floor, 4th floor and 12th floor. (4) With respect to the definitions of Significant Related Party and Significant Related Parties, the term “control” in the case of entities other than natural persons, means a fifty percent (50%) or greater ownership interest in capital or profits of a partnership or a fifty percent (50%) or greater ownership interest in the stock in a corporation, or the possession of the power directly or indirectly to direct or cause the direction of management and policy of such corporation, partnership or other business entity. (5) “Interest Rate” shall mean the “prime rate” of JPMorgan Chase Bank, NA (or any successor thereto) from time to time in effect. 91 (6) “Landlord Parties” shall mean (1) Landlord, and any principal, partner, member, officer, stockholder, director, employee, agent, contractor, tenant, licensee or invitee thereof of Landlord or of any partner or member of any partnership constituting Landlord, disclosed or undisclosed, (2) any underlying or ground lessor and any principal, partner, member, officer, stockholder, director, employee or agent thereof, and (3) any mortgagee and any principal, partner, member, officer, stockholder, director, employee or agent thereof. “Landlord Party” shall have the corresponding singular meaning. (7) “Prohibited Person” shall mean all of the following: (i) Any person or entity, (each a “Person”) (A) that is in default or in breach, beyond any applicable grace period, of its obligations under any material written agreement with The City of New York, or (B) that, directly or indirectly controls, is controlled by, or is under common control with a Person that is in default or in breach, beyond any applicable grace period, of its obligations under any material written agreement with the City of New York, unless such default or breach has been waived in writing or settled by The City of New York. (ii) Any Person (A) that has been convicted in a criminal proceeding for a felony or any crime involving moral turpitude or that is an organized crime figure or is reputed to have substantial business or other affiliations with an organized crime figure, or (B) that, directly or indirectly controls, is controlled by, or is under common control with a Person that has been convicted in a criminal proceeding for a felony or any crime involving moral turpitude or that is an organized crime figure or is reputed to have substantial business or other affiliations (iii) Any government, or any Person that is directly or indirectly controlled by a government, that is finally determined to be in violation of (including, but not limited to, any participant in an international boycott in violation of) the Export Administration Act of 1979, or its successor, or the regulations issued pursuant thereto, or any government that is, or any Person that, directly or indirectly, is controlled (rather than only regulated) by a government that is, subject to the regulations or controls thereof. (iv) Any government, or any Person that, directly or indirectly, is controlled (rather than only regulated) by a government, the effects of the activities of which are regulated or controlled pursuant to regulations of the United States Treasury Department or executive orders of the President of the United States of America issued pursuant to the Trading with the Enemy Act of 1917, as amended. The determination as to whether any Person is an organized crime figure or is reputed to have substantial business or other affiliations with an organized crime figure or, directly or indirectly controls, is controlled by, or is under common control with a Person that is an organized crime figure or is reputed to have substantial business or other affiliations with an organized crime figure shall be within the sole discretion of Tenant exercised in good faith. (8) “Tenant Parties” shall mean Tenant, any subtenant and any principal, partner, member, officer, agency head, department head, stockholder, director, employee, agent, contractor, licensee or invitee thereof. “Tenant Party” shall have the corresponding singular meaning. 92 L. Executed Lease. Submission by Landlord or Tenant of this Lease for review and execution by either party shall confer no rights and impose no obligations on either party unless and until both Landlord and Tenant shall have executed this Lease and duplicate originals thereof shall have been delivered to the respective parties hereto. M. Invalid Provisions. If any nonessential term or provision of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or enforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or enforceable, shall not be affected thereby and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. ARTICLE 40 APPLICABLE LAW This Lease shall be governed by and construed in accordance with the internal laws of the State of New York. ARTICLE 41 LEASE ENTIRE AGREEMENT This Lease sets forth the entire agreement between the parties, superseding all prior agreements and understandings, written or oral, and may not be altered or modified except by a writing signed by both parties. This Lease shall be binding upon the parties hereto, their successors, legal representatives and assigns. [Signature Page Follows] IN WITNESS WHEREOF, the said parties have caused this Lease to be executed the day and year first above written. Approved as to Form: a#~ Actmg Corporation Counsel 6/2/23 ~L LM# 2023-050947 LANDLORD: 110WILLIAM PROPERTY INVESTORS III, LLC By: TENANT: THE CITY OF NEW YORK By: epartment of Citywide Administrative Services [Signatllre Page - Lease - 110Willia",Slreel- Cellar. GroundFloor.Floors 1-11. 14. 17. 18, z/-13. 15-30)

UNIFORM FORM OF ACKNOWLEDGMENT STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) On the Z.'1 day of rr:~#.~the year 2023, before me, the undersigned, personally appeared JESSE E. HAMILTON, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. HARRfNARINE OOOBAY Notary Public, State of New York No. 01D06221640 W Qu.ali~iedin Queens County CQmmlssionExpires June 07 20, - STATE OF NEW YORK ) ) 55.: COUNTY OF ) . J- On the 1~ day of May , in the year 2023, before me, the undersigned, personally appeared a~lAU .s-lC\(MIL , personally known to me or proved to me on the basisosatisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hislher/their capacity(ies), and that by hislher/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individuates) acted, executed the instrument. Valerie Hanna Kilay NOTARY PUBLIC, STATE Of NEW YORK Reaistration No. 02K16322466 Qualified in New York County Commission Expires April 6, 2027 [Notary Page - Lease -110 William Street- Cellar, Ground Floor. Floors 1-12. 14, /7, 18.11-13, 15-30J

a110williamsupplementalb

Exhibit 10.2 TO BE FILED IN THE OFFICE OF THE CLERK OF NEW YORK COUNTY $54,125,443.00 BUILDING LOAN SUPPLEMENTAL BUILDING LOAN AGREEMENT Between 110 WILLIAM PROPERTY INVESTORS III, LLC, as Borrower, LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and DEUTSCHE PFANDBRIEFBANK AG as Administrative Agent and Lender County: New York Block: 77 Lots: 8 Premises: 110 William Street New York, New York UPON RECORDATION RETURN TO: King & Spalding LLP 1185 Avenue of the Americas New York, New York 10038 Attention: Elizabeth A. Gable, Esq. SUPPLEMENTAL BUILDING LOAN AGREEMENT THIS SUPPLEMENTAL BUILDING LOAN AGREEMENT, dated as of July 5, 2023 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Borrower”) and DEUTSCHE PFANDBRIEFBANK AG, a German bank (“PBB”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as a Lender, and each Person that becomes a “Lender” after the date hereof (individually, a “Lender” and, collectively, the “Lenders”). All capitalized terms used herein shall have the respective meanings set forth in Article I hereof. W I T N E S E T H: WHEREAS, Borrower and INVESCO CMI INVESTMENTS, L.P. (“Original Administrative Agent”) entered into that certain Senior Loan Agreement dated as of March 7, 2019 (the “Original Closing Date”), whereby Borrower is the borrower of the senior loan in the outstanding principal amount of $214,961,891.97 (the “Original Senior Loan”), which Senior Loan Agreement was assigned from Original Administrative Agent to Administrative Agent pursuant to that certain Assignment and Assumption Agreement between Original Administrative Agent and Administrative Agent dated as of May 29, 2019 (the “Assignment and Assumption Agreement”) and thereafter further amended (i) on April 29, 2022 by that certain First Amendment to Senior Loan Agreement (the “First Amendment”), (ii) on September 7, 2022 by that certain Second Amendment to Senior Loan Agreement (the “Second Amendment”), (iii) on January 9, 2023 by that certain Third Amendment to Senior Loan Agreement and (iv) by those certain letter agreements dated as of April 10, 2023, May 8, 2023 and June 8, 2023 (as amended, collectively, the “Original Senior Loan Agreement”). The Original Senior Loan Agreement is being amended and restated by that certain Amended and Restated Senior Loan Agreement dated as of the date hereof between Borrower, Administrative Agent and the Lenders set forth therein (as the same may be amended, restated, modified and supplemented from time to time, collectively, the “Senior Loan Agreement”). The Original Senior Loan has been fully advanced to the Borrower prior to the date hereof and Borrower is not entitled to any Future Advances thereunder. WHEREAS, on the Original Closing Date, Borrower and Original Administrative Agent entered into that certain Amended and Restated Building Loan Agreement (as amended, restated, modified and supplemented from time to time, collectively, the “Original Building Loan Agreement”) which Senior Loan Agreement was assigned from Original Administrative Agent to Administrative Agent pursuant to the Assignment and Assumption Agreement, whereby Borrower is the borrower of the building loan set forth thereunder (the “Original Building Loan”). As indicated in the First Amendment, Borrower has failed to satisfy the advance conditions set forth in the Original Building Loan Agreement and, therefore, no longer qualifies to receive Future Advances under the Original Building Loan Agreement. -2- WHEREAS, on September 7, 2022, pursuant to the Second Amendment, PBB agreed to make a supplemental loan to Borrower in the principal amount of up to $9,610,000.00 (the “Original Supplemental Loan”; together with the Original Senior Loan and the Original Building Loan, the “Original Loan”). WHEREAS, Borrower has requested and the Lenders have agreed to restructure the terms of the Original Loan including, which restructuring terms include, without limitation, an increase of the aggregate indebtedness to Borrower by increasing the Original Supplemental Loan from PBB to Borrower by an additional $56,674,426.00 (the “Supplemental Loan Upsize”). WHEREAS, a portion of the Supplemental Loan Upsize in the amount of $54,125,443.00 (the “Supplemental Building Loan Upsize Amount” and such loan, solely for the purposes hereunder, the “Loan”) is intended to be utilized to pay for “costs of the improvement” (as defined in the New York Lien Law) which shall be evidenced by that certain Supplemental Building Loan Promissory Note dated as of the date hereof in the maximum principal amount of the Supplemental Building Loan Upsize Amount made by Borrower and payable to PBB, which Loan shall be advanced pursuant to the terms hereunder; WHEREAS, PBB is willing to commit to make the Loan subject to and in accordance with the conditions and terms of this Agreement and the other Loan Documents. NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows: I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1 Definitions. Unless separately defined in this Agreement, all capitalized terms used herein shall have the respective meanings given to them in the Senior Loan Agreement. For all purposes of this Agreement, except as otherwise expressly provided: “Agreement” shall have the meaning set forth in the introductory paragraph hereto. “Applicable Spread” shall mean the following: with respect to the Loan (i) from the date hereof until the day immediately preceding the Initial Maturity Date three percent (3.0%) -3- (ii) from the Initial Maturity Date until the day immediately preceding the First Extension Maturity Date three percent (3.0%) (iii) from and after the First Extension Maturity Date three and one-half percent (3.5%) “Borrower” shall have the meaning set forth in the introductory paragraph hereto. “Building Loan Costs” shall mean Costs of the Improvements with respect to the Property. “Capital Expenditures” shall mean, for any period, amounts expended for replacements and alterations to the Property, excluding any Tenant Improvements and Other Tenant Improvements, which are required to be capitalized according to Accounting Principles. “Capital Expenditures Work” shall mean any labor performed or materials installed in connection with any Capital Expenditure. “Closing Date” shall mean the date hereof. “Commitment” shall mean, as to each Lender, such Lender’s obligation to make disbursements pursuant to this Agreement, in an amount up to, but not exceeding the amount set forth for such Lender on Schedule I attached hereto as such Lender’s “Commitment Amount” or as otherwise agreed by the applicable Lenders. "Contested Item" shall mean any imposition, mechanic's or materialman's lien asserted against all or any part of the Property if, and so long as (A) Borrower has notified Administrative Agent of same within ten (10) days of obtaining knowledge thereof; (B) Borrower, at its sole cost and expense, shall diligently and in good faith contest the same by appropriate legal, administrative or other proceedings which shall operate to prevent the enforcement of collection of the same and the sale of the Property or any part thereof to satisfy the same; (C) Borrower shall have furnished to Administrative Agent a cash deposit, or an indemnity bond satisfactory to Administrative Agent with a surety satisfactory to Administrative Agent, in the amount of one hundred fifty percent (150%) of such imposition or lien claim to ensure payment of the matters under contest and to prevent any sale or forfeiture of the Property or any part thereof; (D) Borrower shall promptly upon final determination thereof pay the amount of any such imposition or lien claim so determined, together with all costs, interest and penalties which may be payable in connection therewith; (E) the failure to pay such imposition or lien claim does not constitute a default under any other lien instrument, mortgage or security interest or any other document covering or affecting any part of the Property; and (F) notwithstanding the foregoing, Borrower shall immediately upon request of Administrative Agent pay any such imposition or lien claim notwithstanding such contest, if in the reasonable opinion of Administrative Agent the Property shall be in jeopardy or in danger of being forfeited or foreclosed.

-4- “Costs of the Improvements” shall mean those items defined as a “cost of improvement” under Section 2 of Article 1 of the Lien Law. “Debt” shall mean the then outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums due to the Lenders in respect of the Loan under the Note, this Agreement and any other Loan Document (including, without limitation, all costs and expenses payable to the Lenders thereunder). “Debt Service” shall mean, with respect to any particular period, the sum of the amount of interest and principal (if any) due pursuant to and in accordance with this Agreement with respect to such particular period. “Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, if not cured within the applicable grace, notice or cure period therefor (if any), would be an Event of Default. “Event of Default” shall have the meaning set forth in Section 10.1(a). “Future Advance” or “Future Advances” shall mean, collectively, the Future Advance (Capital Expenditures) and Future Advance (TI/LCs). “Future Advance (Capital Expenditures)” or “Future Advances (Capital Expenditures)” shall mean one or more advances of a portion of the Future Funding Amount available to Borrower pursuant to Section 2.6 hereof to reimburse Borrower or pay third parties directly for the actual cost incurred by or to be incurred by Borrower with respect to Capital Expenditures Work to be completed in accordance with the terms hereof. “Future Advance (TI/LCs)” or “Future Advances (TI/LCs)” shall mean, as applicable, one or more advances of a portion of the Future Funding Amount available to Borrower pursuant to Section 2.6 hereof to reimburse Borrower or pay third parties directly the actual cost incurred or to be incurred by Borrower with respect to TI/LC Costs. “Future Funding Amount” shall mean an amount not to exceed the Supplemental Building Loan Upsize Amount, in the aggregate, available to be advanced to Borrower in accordance with the terms and conditions set forth in this Agreement. “Leasing Agent” shall mean (as the context may require) (i) Leasing Agent (Newmark), (ii) Leasing Agent (Savanna), (iii) Leasing Agent (Cushman), and (iv) or any other leasing agent engaged by Borrower in accordance with the terms and conditions of the Loan Documents. “Leasing Agent (Cushman)” shall mean Cushman & Wakefield, Inc., a New York corporation. “Leasing Agent (Newmark)” shall mean Newmark & Company Real Estate, Inc. d/b/a Newmark Grubb Knight & Frank, a New York corporation. “Leasing Agent (Savanna)” shall mean Savanna Commercial Services LLC, a Delaware limited liability company. -5- “Leasing Agreement” shall mean (as the context may require) (i) the Leasing Agreement (Newmark), (ii) the Leasing Agreement (Savanna) (Office), (iii) Leasing Agreement (Savanna) (Retail), (iv) Leasing Agreement (Cushman) or (v) any Replacement Leasing Agreement entered into by and between Borrower or Manager and a Leasing Agent in accordance with the terms of the Loan Documents, in each case, pursuant to which the Leasing Agent is to provide leasing services with respect to the Property. “Leasing Agreement (Cushman)” shall mean that certain Rental Agency Agreement dated as of July 24, 2019 between Borrower and Leasing Agent (Cushman). “Leasing Agreement (Newmark)” shall mean that certain Rental Agency Agreement dated as of December 11, 2014 between Borrower and Leasing Agent (Newmark), as amended by that certain First Amendment Letter Agreement, dated as of November 28, 2017. “Leasing Agreement (Savanna) (Office)” shall mean that certain Second Amended and Restated Rental Agency Agreement dated as of the Closing Date between Borrower and Leasing Agent (Savanna). “Leasing Agreement (Savanna) (Retail)” shall mean that certain Amended and Restated Rental Agency Agreement dated as of the Closing Date between Borrower and Leasing Agent (Savanna). “Leasing Commissions” shall mean the leasing commissions required to be paid by Borrower pursuant to the terms and provisions of the Leasing Agreement for procuring Leases with respect to the Property or any other leasing commission agreement with respect to the Property. “Legal Requirements” shall mean, individually and/or collectively, as the context may require, 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, any Secondary Market Transaction with respect to the Loan, any Borrower Party, the Property or any part thereof or the construction, use, alteration, operation or sale thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the rules and regulations promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, zoning and land use laws, the Americans with Disabilities Act of 1990, 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 (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof. “Lender” shall have the meaning set forth in the introductory paragraph hereto. “Lien Law” shall mean the Lien Law of the State of New York. “Loan” shall have the meaning set forth in the Recitals hereto. -6- “Loan Documents” shall mean, collectively, this Agreement, the Note, the Mortgage, the Assignment of Leases, the Cash Management Agreement, the Clearing Account Agreement, the Working Capital Account Agreement, the Environmental Indemnity, the Recourse Guaranty, the Completion Guaranty, the Carry Guaranty, the Funding Guaranty, the Assignment of Management Agreement, the Assignment of Project Management Agreement, the Assignment of Leasing Agreement, the Assignment of Construction and Asset Management Agreement, the Assignment of Protection Agreement and any other document pertaining to the Property as well as all other documents now or hereafter executed and/or delivered in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Minimum Advance Amount” shall mean $37,500.00. “Monthly Debt Service Payment Amount” shall mean on each Monthly Payment Date through and including the Maturity Date, an amount equal to the interest accruing on the Outstanding Principal Balance at the Applicable Interest Rate (or at the Default Rate, as applicable) for the immediately preceding Interest Period, which interest shall be calculated in accordance with Section 2.2. “Monthly Payment Date” shall mean the ninth (9th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day. “Mortgage” shall mean that certain Supplemental Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of the Closing Date, executed and delivered by Borrower as security for the Loan and encumbering the Property in the amount of the Supplemental Building Loan Upsize Amount. “Note” shall have the meaning set forth in Section 2.1.3. “Obligations” shall mean, collectively, Borrower’s obligations for the payment of the Debt and the performance of all obligations of Borrower contained in the Loan Documents. “Original Building Loan” shall have the meaning set forth in the recitals hereto. “Original Closing Date” shall have the meaning set forth in the recitals hereto. “Original Loan” shall have the meaning set forth in the recitals hereto. “Original Senior Loan Agreement” shall have the meaning set forth in the recitals hereto. “Original Senior Loan” shall have the meaning set forth in the recitals hereto. “Original Supplemental Loan” shall have the meaning set forth in the recitals hereto. “Outstanding Principal Balance” means, as of any date, the then outstanding principal balance of the Loan. -7- “Pro Forma Debt Service” shall mean, for any date of determination the product of (a) the Outstanding Principal Balance multiplied by (b) a notional annual rate of interest equal to the sum of (x) the average rate shown on the one-month USD SOFR Forward Curve (as published by Chatham Financial or another similar firm selected by Administrative Agent) for the period of twelve full calendar months following such date of determination plus (y) the Applicable Spread. “Pro Rata Share” shall mean, as to each Lender (which, for the purposes of clarification, as of the date hereof is solely PBB), the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders hereunder; provided, however, that if at the time of determination the Commitments have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the Pro Rata Share of such Lender in effect immediately prior to such termination or reduction. “Property” shall mean the parcel of real property, the Improvements thereon and all personal property owned by Borrower and encumbered by the Mortgage, together with all appurtenances and other rights pertaining to such property and Improvements, all as more particularly described in the granting clauses of the Mortgage and referred to therein as the “Property”. “Requested Advance Date” shall have the meaning set forth in Section 2.7.2(a). “Senior Loan” shall mean the “Loan” as defined in the Senior Loan Agreement. “Senior Loan Agreement” shall have the meaning set forth in the Recitals hereto. “Senior Loan Documents” shall mean the “Loan Documents” as defined in the Senior Loan Agreement. “Shortfall” shall have the meaning set forth in Section 2.6.4. “Supplemental Building Loan Upsize Amount” shall have the meaning set forth in the Recitals hereto. “Supplemental Loan Upsize” shall have the meaning set forth in the Recitals hereto. “Tenant Improvement Allowance” shall mean the amount required to be paid by Borrower to DCAS Tenant under the DCAS Lease on account of or in lieu of work performed by such Tenant in the applicable space demised under the DCAS Lease. “Tenant Improvements” shall mean the improvements and/or other work affecting the demised premises of the DCAS Lease, which is required to be constructed and paid for by Borrower pursuant to the DCAS Leases for such space. “Tenant Improvement Work” shall mean the construction work to be performed by or on behalf of Borrower, as landlord, or DCAS Tenant, as tenant, as Tenant Improvements under the DCAS Lease.

-8- “Tenant Inducement Costs” shall mean concessions provided to DCAS Tenant under or with respect to the DCAS Lease (including, without limitation, the payment of any lease termination payments, purchase of furniture and payment of moving costs). “TI/LC Costs” shall mean the costs of all Tenant Improvement Work or Tenant Improvement Allowances, Tenant Inducement Costs and Leasing Commission costs associated with the DCAS Lease, in each case, to be paid by Borrower pursuant to the terms of the DCAS Lease. Section 1.2 Principles of Construction. (a) All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any Loan Document shall be deemed to include references to such documents as the same may hereafter be amended, modified, supplemented, extended, replaced and/or restated from time to time (and, in the case of any note or other instrument, to any instrument issued in substitution therefor). Unless otherwise specified, the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. (b) When any sections or provisions of the Senior Loan Agreement are incorporated herein by reference, the following terms shall be modified as follows, “Agreement” shall mean this Agreement; “Applicable Spread” shall mean the Applicable Spread defined in this Agreement, “Obligations” shall mean the Obligations defined in this Agreement; “Debt” shall mean the Debt defined in this Agreement; “Loan” shall mean the Loan defined in this Agreement; “Loan Documents” shall mean the Loan Documents defined in this Agreement; “Note” shall mean the Note defined in this Agreement; “Mortgage” shall mean the Mortgage as defined in this Agreement; “Supplemental Loan” shall mean the “Loan” as defined in this Agreement; and to the extent any other definition used therein references the Senior Loan, for the purposes of this Agreement each shall reference the Loan. In addition, with respect to any provisions or definitions incorporated by reference herein from the Senior Loan Documents, such provisions or definitions shall be deemed a part of this Agreement notwithstanding the fact that the Senior Loan shall no longer be effective for any reason, including, without limitation, after the repayment of the Senior Loan. II. THE LOAN Section 2.1 The Loan. 2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, the Lenders (which for the purposes of clarification, as of the date hereof, is solely PBB, but if any other Lenders become a party hereto, the Future Advances shall be made by all such Lenders severally, in accordance with their Pro Rata Shares) shall make the Loan to Borrower and Borrower shall accept the Loan from the Lenders as follows: on the Closing Date hereof, the Lender has committed to make the Loan which shall be advanced pursuant to the -9- terms hereof. If the terms and conditions of Section 2.6 are satisfied, subsequent Future Advances in an aggregate amount not to exceed the Future Advance Amount shall be advanced by the Lender. The Lenders (solely as defined in the Senior Loan Agreement) are not obligated to make any further advances or Future Advances (provided, however, the foregoing does not apply to any Lender hereunder, regardless of whether or not such Lender is also a “Lender” under the Senior Loan Agreement). 2.1.2 No Re-Borrowing. The Future Advancers and any amount borrowed and repaid hereunder may not be reborrowed. 2.1.3 The Note. The Loan shall be evidenced by that certain Supplemental Building Loan Promissory Note dated as of the date hereof in the maximum principal amount of the Supplemental Building Loan Upsize Amount made by Borrower and payable to PBB and shall be advanced pursuant to the terms hereunder (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “Note”) and shall be repaid in accordance with the terms of this Agreement and the Note. The maximum principal indebtedness that may be evidenced by the Note is the Supplemental Building Loan Upsize Amount. The Outstanding Principal Balance as of the Closing Date is $0.00. 2.1.4 Use of Proceeds. Borrower shall use proceeds of the Loan solely (i) for the purposes contemplated by Section 2.6 hereof for the payment of Building Loan Costs specified in the Project Budget and (ii) for any other Costs of the Improvement reasonably approved by Administrative Agent pursuant to the Senior Loan Agreement and for no other purpose whatsoever. 2.1.5 Loan Advances. Subject to compliance by Borrower with the terms and conditions of this Agreement, PBB shall make, and Borrower shall accept from PBB, Future Advances under this Agreement for the applicable purposes or uses permitted as required hereunder. PBB shall not be required to make Future Advances for the costs incurred by Borrower with respect to materials stored off the Property. No Future Advances or any portion thereof shall be made directly or indirectly for payments to a Borrower Related Party, except (a) as expressly permitted in the Loan Documents, or (b) as otherwise may be approved in writing by Administrative Agent. The obligations of PBB to make Future Advances hereunder are several, and not joint, and under no circumstances shall any other Lender be obligated to fund any Future Advance or more than its Commitment. Section 2.2 The Interest Rate. The provisions of Sections 2.2 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference, subject to modifications required by Section 1.2 hereof. Section 2.3 Loan Payments. The provisions of Section 2.3 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as -10- if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. Section 2.4 Prepayments. The provisions of Section 2.4 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. Section 2.5 Regulatory Change; Taxes. The provisions of Section 2.5 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. Section 2.6 Advances; Working Capital. 2.6.1 Working Capital. The provisions of Section 2.6.1 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. 2.6.2 Conditions of Future Advances (Capital Expenditures) and Future Advances (TI/LCs). The obligation of the Lenders to make any Future Advance (Capital Expenditures) and/or Future Advance (TI/LCs) hereunder shall be subject to the following conditions precedent, all of which conditions precedent must be satisfied, to the extent applicable (and remain satisfied as of the date the Future Advance is actually made by the Lenders) prior to the Lenders making any such Future Advance (Capital Expenditures) and/or Future Advance (TI/LCs) under this Agreement and, upon satisfaction of the following conditions precedent, the Lenders shall be obligated to make any applicable Future Advance (Capital Expenditures) and Future Advance (TI/LCs). (a) General Conditions: (i) Borrower’s Requisition. Borrower has delivered to Administrative Agent Borrower’s Requisition (and all deliverables required to be provided in connection therewith pursuant to this Article 2), which shall constitute Borrower’s representation and warranty to Administrative Agent that: (a) all costs for the payment of which Administrative Agent has previously advanced funds have in fact been paid or will be paid promptly following receipt of the applicable Future Advance, (b) all the representations and warranties contained in Article III of this Agreement continue to be true and correct in all material respects, except to the extent such representation or warranty was made as of a specified earlier date, in which case such representation shall be true and correct in all material respects as of the date made, subject to changes to such representations and warranties disclosed to Administrative Agent in writing, so long as such update is not the result of any breach of a covenant of Borrower under the Loan -11- Documents, and such changes do not result from any monetary Default, material non- monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default by Borrower, and (c) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing (unless such monetary Default or material non-monetary Default would be cured by funding the applicable Future Advance (Capital Expenditures) and/or Future Advance (TI/LCs). (ii) No Liens. The Property shall be free from all Liens (other than Permitted Encumbrances) or Liens that will be paid for from the Future Advance and for which Borrower has provided lien waivers reasonably acceptable to Administrative Agent, conditioned only upon such payment. (iii) Proceedings. There shall be no governmental actions, proceedings or investigations pending or threatened in writing against or filed by Borrower which is reasonably likely to have a Material Adverse Effect. (iv) No Default. On and prior to the date of such Future Advance (Capital Expenditures) and/or Future Advance (TI/LCs), there shall exist no monetary Default, material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default (unless such monetary Default or such material non-monetary Default would be cured by funding the applicable Future Advance (Capital Expenditures) and/or Future Advance (TI/LCs)). (v) Available Commitments. Such Future Advance, together with all other Future Advances previously made hereunder, shall not exceed the Future Advance Amount. (vi) Additional Funding Sources. Prior to the initial Future Advance hereunder, Borrower shall have provided evidence to Administrative Agent that the Minimum Equity Requirement has been satisfied in full. Additionally, to the extent that either (i) there is cash flow from the Property (for the avoidance of doubt, exclusive of any funds which the DCAS Tenant under the DCAS Lease is required to pay to Borrower as reimbursement for costs incurred in connection with Borrower’s Tenant Improvement Work, or (ii) there are funds on deposit in the Working Capital Account, such funds shall be first utilized to pay TI/LC Costs and/or Capital Expenditures prior to any Future Advance. (vii) Payment of Fees. Administrative Agent shall have received payment for any and all reasonable fees payable with respect to the applicable Future Advance, including, but not limited to, solely with respect to any Future Advance (Capital Expenditures) or any Future Advance (TI/LCs), the reasonable fees and out-of-pocket expenses of the Construction Consultant (which shall not exceed $2,000 per draw), if any, relating to the Loan, and all other reasonable, out-of-pocket fees, costs and expenses (including, without limitation, reasonably attorneys’ fees) of Administrative Agent relating to the Loan to the extent then due and payable.

-12- (viii) Materials. Solely with respect to any Future Advance (Capital Expenditures) and any Future Advance (TI/LCs), with respect to any materials stored on the Property, the Lenders shall not be required to make Future Advances for the costs incurred by Borrower in connection therewith, except to the extent (x) Administrative Agent has received evidence that such materials are covered by the insurance policies required by this Agreement and are identified and protected against loss, theft and damage in a manner acceptable to Administrative Agent and the Construction Consultant, (y) Administrative Agent shall have received bills of sale and other documentation evidencing payment in full of such materials, Borrowers’ ownership thereof following payment of such amount, and the release of any right, title or lien in respect thereof by any vendor after payment of such amount. The costs of any such materials stored at the Property, at any one time, for which Borrower shall have received (or is then requesting) a Future Advance (together with any Future Advance (as defined in the Senior Loan)), shall not exceed $8,000,000 in the aggregate. (b) Leases. Solely with respect to any Future Advance (TI/LCs), Borrower shall have delivered to Administrative Agent evidence that the obligations set forth in the DCAS Lease related to such Future Advance have been satisfied and no default exists under the DCAS Lease beyond any applicable grace, notice or cure periods. In connection with any Tenant Improvement Work performed or to be performed by the DCAS Tenant and Borrower’s obligation under the DCAS Lease to pay to DCAS Tenant an allowance (all as more specifically provided for in the DCAS Lease), Borrower shall (i) reserved, (ii) to the extent Borrower has the right to receive or request the same under the DCAS Lease, Borrower shall deliver a budget for such Tenant Improvement Work to Administrative Agent prior to making the first request of a Future Advance with respect to the applicable Tenant Improvement Allowance, together with the plans and specifications for such work, (iii) certify in writing that the conditions have been satisfied and that Borrower is obligated to disburse the funds to DCAS Tenant under such Lease, (iv) use commercially reasonable efforts to cause DCAS Tenant to perform all Tenant Improvement Work that is the subject of the Tenant Improvement Allowance in accordance with the DCAS Lease and (v) deliver to Administrative Agent, concurrently with the request for any Future Advance, all of the materials delivered by the applicable tenant to Borrower in connection with such Future Advance. (c) Endorsement to Title Insurance Policy. Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs) (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions), if required by Administrative Agent, Borrower has delivered to Administrative Agent (i) a “title continuation” reasonably acceptable to Administrative Agent dated on or about the date of each Future Advance, which shall show the Mortgage as a lien on the Property subject only to Permitted Encumbrances and (ii) a TIRSA Construction Loan Policy Endorsement, which endorsement shall increase the coverage of the Title Insurance Policy by the amount of the Future Advance through the date the Future Advance is disbursed. (d) Budget: Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs), (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions), Borrower shall have delivered to Administrative Agent a budget for such Capital Expenditures Work and for such Tenant Improvement Work reflecting the anticipated cost -13- for performing such Capital Expenditures Work and Tenant Improvement Work, and Administrative Agent shall have approved the same, such approval not to be unreasonably withheld, delayed or conditioned (each such budget, as approved by Administrative Agent, a “Project Budget”); provided that the initial Project Budget for the Capital Expenditures Work attached to the Senior Loan Agreement is hereby approved by Administrative Agent. Future Advances hereunder shall be funded in accordance with the Project Budget. (e) Inspection: Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs) (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions) which disbursement will exceed $100,000, in connection with any Tenant Improvement Work or Capital Expenditures Work, Administrative Agent, at its option, may require an inspection of the applicable portion of the Property at Borrower’s expense prior to making a Future Advance in order to verify completion of improvements constituting the applicable Capital Expenditures Work, Tenant Improvement Work or other TI/LC Costs, as the case may be. (f) Final Payment: Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs), in connection with a Future Advance for the final amounts to pay for Tenant Improvement Work or Capital Expenditures Work performed or to be performed by or on behalf of Borrower or by the Tenant with respect to the DCAS Lease, Borrower shall provide Administrative Agent with (A) evidence of payment of all costs and expenses of completing the applicable work, (B) a copy of any and all applicable permits, if any, required by Legal Requirements, with respect to any such Tenant Improvements, so as to allow the Tenant to occupy the leased premises as contemplated under the DCAS Lease, and (C) an original estoppel certificate in form and substance reasonably acceptable to Administrative Agent executed by the applicable Tenant under the DCAS Lease for which such request relates, stating that such Tenant has accepted the subject Tenant Improvements and that there are no defaults known to the Tenant under the DCAS Lease. 2.6.3 Construction. Borrower shall (a) construct and complete all Tenant Improvement Work within the time period and as required by, and in accordance with, the DCAS Lease, (b) construct all Capital Expenditures Work, (c) pay for or caused to be paid for and obtained all permits, licenses and approvals required by any Governmental Authority with respect to such Tenant Improvement Work to the extent required in the DCAS Lease and Capital Expenditures Work substantially in accordance with the schedule set forth in any Project Budget submitted to Administrative Agent, (d) cause all such Tenant Improvement Work and Capital Expenditures Work to be performed in a good and workmanlike manner, in compliance with all Legal Requirements in all material respects (including any and all applicable life safety laws, environmental laws and the ADA); (e) cause all Tenant Improvement Work and Capital Expenditures Work to be performed in a manner consistent with any plans and specifications therefor; (f) cause all Tenant Improvement Work and Capital Expenditures Work to be performed without regard to any deficiency of the amount of the proceeds of the Loan available and allocated for such Tenant Improvement Work and/or Capital Expenditures Work; and (g) cause all such Tenant Improvement Work and Capital Expenditures Work to be constructed, installed and completed as applicable, free and clear of all Liens (except for Permitted Encumbrances). -14- 2.6.4 Funding Amount. Borrower shall be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Tenant Improvement Work and Capital Expenditures Work. At any time and from time to time during the term of the Loan, with respect to the aggregate Tenant Improvement Work and Capital Expenditures Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Tenant Improvement Work and Capital Expenditures Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing the aggregate Tenant Improvement Work and Capital Expenditures Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Administrative Agent, for the benefit of Lenders an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to Borrower; provided, that Borrower’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt. 2.6.5 Quality of Work. No Future Advance or any portion thereof shall be made with respect to defective work or to any Person that has performed work that is defective and that has not been cured, as confirmed by the report of the Construction Consultant, if any, except to the extent that such Future Advance is for the remediation of the defective work. Additionally, Administrative Agent may disburse all or part of any Future Advance before the sum shall become due if Administrative Agent believes it advisable for Administrative Agent to do so, and all such Future Advances or parts thereof shall be deemed to have been made pursuant to this Agreement. 2.6.6 No Reliance. All conditions and requirements of this Agreement are for the sole benefit of Administrative Agent and Lenders and no other person or party (including, without limitation, the Construction Consultant, if any, any contractor and subcontractors and materialmen) shall have the right to rely on the satisfaction of such conditions and requirements by Borrower. Administrative Agent shall have the right, in its sole and absolute discretion, to waive any such condition or requirement and Borrower shall be authorized to rely on such waiver if and to the extent such waiver is in writing and signed by Administrative Agent. 2.6.7 Miscellaneous. The making of a Future Advance by Lenders shall not constitute Administrative Agent’s approval or acceptance of the construction theretofore completed or materials furnished with respect thereto. Administrative Agent’s inspection and -15- approval of the workmanship and materials used in any Capital Expenditures Work or Tenant Improvement Work, shall impose no liability of any kind on Administrative Agent, the sole obligation of Administrative Agent as the result of such inspection and approval being to make the Future Advances if and to the extent, required by this Agreement. 2.6.8 Trust Funds. All proceeds advanced hereunder shall be subject to the trust fund provisions of Section 13 of the Lien Law. Borrower covenants that (i) it will receive all advanced proceeds and will hold the right to receive such proceeds as trust funds to be first applied to the payment of trust claims as defined in Section 71 of the New York Lien Law, (ii) it will apply all such advanced proceeds to the payment of trust claims (as so defined) only, before using any part of such advanced proceeds for any other purpose, and (iii) it shall request and disburse any and all advances only for Building Loan Costs and for no other purpose or expense whatsoever. 2.6.9 Lien Law Section 22 Compliance. The affidavit attached hereto as Exhibit A is made pursuant to and in compliance with Section 22 of the Lien Law. 2.6.10 ALL POTENTIAL LIENORS ARE HEREBY CAUTIONED TO EXERCISE SOUND BUSINESS JUDGMENT IN THE EXTENSION OF CREDIT TO BORROWER. NO POTENTIAL LIENOR SHOULD EXPECT ADMINISTRATIVE AGENT TO MAKE ADVANCES OF THE LOAN IN AMOUNTS AND AT TIMES SUCH THAT IT WILL NOT BE NECESSARY FOR EACH SUCH POTENTIAL LIENOR TO EXERCISE SOUND BUSINESS JUDGMENT IN THE EXTENSION OF CREDIT TO BORROWER. MOREOVER, ALL POTENTIAL LIENORS ARE REMINDED THAT SUBDIVISION (3) OF SECTION 13 OF THE NEW YORK LIEN LAW PROVIDES THAT “NOTHING IN THIS SUBDIVISION SHALL BE CONSIDERED AS IMPOSING UPON ADMINISTRATIVE AGENT ANY OBLIGATION TO SEE TO THE PROPER APPLICATION OF SUCH ADVANCES BY THE BORROWER,” AND ADMINISTRATIVE AGENT DOES NOT IMPOSE SUCH AN OBLIGATION ON ITSELF. Section 2.7 Method of Disbursement of Loan Proceeds. 2.7.1 Borrower’s Requisition to Be Submitted to Administrative Agent. At such time as Borrower shall desire to obtain a Future Advance (the date of such Future Advance being required to be a Business Day), Borrower shall complete, execute and deliver to Administrative Agent a Borrower’s Requisition in the form attached to the Senior Loan Agreement (“Borrower’s Requisition”), which shall be accompanied by: (a) duly executed lien waivers, which may be interim lien waivers (for payments to be made from Future Advances for work which is not yet complete) and shall be final lien waivers (for all work which has been completed), as applicable, but in all events such lien waivers may be conditioned upon the payee’s receipt of payment in the applicable amount, from all contractors for all work performed, and all labor or material supplied prior to the date of the Future Advance; (b) copies of all invoices, paid receipts, contracts, subcontracts, purchase orders, bills of sale and similar documentation, as applicable, related to each Future Advance so that Administrative Agent can verify all costs set forth in any such Borrower’s Requisition;

-16- (c) evidence reasonably satisfactory to Administrative Agent that the full amount of the proceeds of the then last preceding Future Advance has been paid out in full to the Person with respect to whom such Future Advance was made and otherwise in accordance with this Agreement; and (d) such other information, documentation and certification as Administrative Agent shall reasonably request, including, without limitation, any documents required pursuant to Section 2.6 above. 2.7.2 Procedure of Advances. (a) Each Borrower’s Requisition shall be submitted to Administrative Agent at least ten (10) Business Days prior to the date of the requested Future Advance (the “Requested Advance Date”). The Lenders shall make the requested Future Advance on the Requested Advance Date so long as all conditions to such Future Advance are satisfied or waived; provided that Borrower may revoke such Borrower’s Requisition at any time prior to the Requested Advance Date upon prior notice to Administrative Agent (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses incurred by Administrative Agent or Lenders in connection with such revocation). (b) In no event shall the Lenders be required to advance Future Advance funds in an amount less than the Minimum Advance Amount (except in respect of any final Future Advance). 2.7.3 Funds Advanced. Each Future Advance made directly to Borrower shall be made by Administrative Agent by wire transfer (or other transfer) to an account designated by Borrower. All proceeds of all Future Advances shall be used by Borrower only for the purposes for which such Future Advances were made or as otherwise may be permitted or required herein. 2.7.4 Direct Future Advances to Third Parties. At Administrative Agent’s option at any time that a monetary Default, material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default has occurred and is continuing, Administrative Agent may make any or all Future Advances directly or through the Title Company to (i) any contractor, (ii) the Construction Consultant to pay its reasonable fees (which shall not exceed $2,000 per draw), if applicable, (iii) Administrative Agent’s counsel to pay the reasonable fees incurred by the same, (iv) to pay (x) any out-of-pocket expenses incurred by Administrative Agent which are reimbursable by Borrower under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other reasonable fees and expenses incurred by Administrative Agent), provided that Borrower shall theretofore have received written notice from Administrative Agent thereof, or (y) following the occurrence and during the continuance of an Event of Default, any other sums due to Administrative Agent under the Note, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, and (v) any other Person to whom Administrative Agent determines payment is due. Any portion of the Loan disbursed by Administrative Agent as set forth above shall be deemed disbursed as of the date on which the Person to whom such payment is made receives the same. The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization to disburse such Future -17- Advances constituting part of the Loan directly to any such Person or through the Title Company to such Persons subject to and in accordance with this Section 2.7.4 as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Administrative Agent shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from Borrower shall be necessary to warrant such payment directly of such Future Advances to such relevant Person in accordance herewith, and all such Future Advances so made shall satisfy pro tanto the obligations of Administrative Agent hereunder and shall be secured by the Mortgage and the other Loan Documents as fully as if made directly to Borrower. 2.7.5 Frequency of Advances. Administrative Agent shall have no obligation to make a Future Advance (Capital Expenditures) or Future Advance (TI/LCs) more often than once in each calendar month. In addition, Administrative Agent may at any time, in Administrative Agent’s sole discretion and without request therefor from Borrower, make Future Advances to pay amounts that are due to Administrative Agent under, and in accordance with, the Loan Documents. 2.7.6 Advances Do Not Constitute a Waiver. No Future Advance shall constitute a waiver of any of the conditions of Administrative Agent’s obligation to make further Future Advances, nor, in the event Borrower is unable to satisfy any such condition, shall any Future Advance have the effect of precluding Administrative Agent from thereafter declaring such inability to be an Event of Default hereunder. 2.7.7 Availability of Future Advances. Borrower shall only be entitled to Future Advances prior to the First Extension Maturity Date and during the Second Extension Period, Borrower’s right to request Future Advances of any unadvanced portion of the Future Funding Amount shall, unless otherwise agreed to by Lenders in their sole but reasonable discretion, be terminated, in which case, the Supplemental Building Loan Upsize Amount shall be permanently reduced by an amount equal to the any unadvanced amounts hereunder upon the commencement of the Second Extension Period (if any). Section 2.8 Mitigation Obligations; Replacement of Lenders The provisions of Sections 2.8 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. Section 2.9 DCAS Shortfall The provisions of Sections 2.9 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. III. REPRESENTATIONS AND WARRANTIES Borrower hereby reaffirms and ratifies all of the representations and warranties set forth in Article III of the Senior Loan Agreement with the same force and effect as if such representations -18- and warranties were set forth herein in their entirety, subject to modifications required by Section 1.2 hereof. IV. BORROWER COVENANTS Section 4.1 Borrower Covenants. Borrower agrees to comply with and perform all of its covenants and obligations set forth in Article IV of the Senior Loan Agreement, which covenants and obligations are incorporated herein by this reference with the same force and effect as if the same were set forth herein in their entirety, subject to modifications required by Section 1.2 hereof. Section 4.2 Hold Disbursements in Trust. Borrower shall receive all Future Advances hereunder, and holds the right to receive all Future Advances hereunder, as a trust fund in accordance with the provisions of the Lien Law to be applied first for the purpose of paying the Costs of the Improvement, and will apply all Future Advances first to the payment of the Costs of the Improvement before using any part of such Advances for any other purpose. Borrower shall indemnify and defend the Indemnified Parties and hold the Indemnified Parties harmless from and against any and all actual out-of-pocket claims, damages, judgments, liabilities, costs and expenses of every kind (including, without limitation, reasonable attorneys’ fees and disbursements and court costs) that the Indemnified Parties may suffer or incur by reason of (x) the Lien Law Statement being untrue or deficient in any respect or (y) any violations by Borrower of the trust fund provisions of the Lien Law or the implementation thereof. Section 4.3 Application of Proceeds. Borrower shall use proceeds of the Loan in accordance with Section 2.1.4. V. INSURANCE, CASUALTY AND CONDEMNATION Section 5.1 Insurance. Borrower shall maintain insurance as required pursuant to the provisions of Section V of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), all of which are incorporated herein by reference, as if such provisions were set forth herein in their entirety, subject to modifications required by Section 1.2 hereof. Section 5.2 Casualty and Condemnation. The provisions of Section 5.2 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein) are hereby incorporated herein by reference with the same force and effect as if such provisions were set forth herein in their entirety, subject to modifications required by Section 1.2 hereof. Section 5.3 Delivery of Net Proceeds. Borrower agrees to comply with and perform all of its covenants and obligations set forth in Section 5.3 of the Senior Loan Agreement, which covenants and obligations are incorporated herein by this reference with the same force and effect -19- as if the same were set forth herein in their entirety, subject to modifications required by Section 1.2 hereof. VI. RESERVE FUNDS The provisions of Article VI of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. VII. DEFAULTING LENDER The provisions of Article VII of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. VIII. PERMITTED TRANSFERS The provisions of Article VIII of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. IX. SECONDARY MARKET TRANSACTION The provisions of Article IX of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. X. DEFAULTS Section 10.1 Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”): (i) if (A) the payment due on the Maturity Date is not paid when due, (B) any monthly installment of principal and/or interest due under the Note is not paid when due and such failure continues for three (3) Business Days following the due date therefor, (C) any amount required to be deposited into the Reserve Funds is not paid when due and such failure continues for five (5) Business Days after such required deposit date, or (D) any other portion of the Debt is not paid when due and such non-payment referred to under this clause (D) continues for seven (7) Business Days following notice to Borrower that the same is past due and payable;

-20- (ii) Section 10.1(a)(ii) through (xxii) of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are incorporated herein by reference, subject to modifications required by Section 1.2 hereof, and shall be deemed to apply to the Building Loan. (b) Upon the occurrence and during the continuance of an Event of Default and at any time thereafter Administrative Agent may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Administrative Agent deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Administrative Agent may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (v) or (vi) of Section 10.1 above with respect to Borrower and/or SPC Party only, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding. Section 10.2 Remedies and Right to Cure Defaults. The provisions set forth in Section 10.2, 10.3 and 10.4 of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. XI. MISCELLANEOUS . The provisions of Article XI of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. Section 11.2 Conflicts with Senior Loan Agreement. In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Senior Loan Agreement, the terms and provisions of the Senior Loan Agreement shall govern and control. Section 11.3 Schedules Incorporated. The Exhibits and Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof. -21- XII. [RESERVED] XIII. ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS The provisions of Article XIII of the Senior Loan Agreement and all the related definitions in the Senior Loan Agreement (other than the definitions of those terms that are otherwise expressly defined herein), are hereby incorporated herein by reference as if fully set forth herein as of the date hereof, subject to modifications required by Section 1.2 hereof. [NO FURTHER TEXT ON THIS PAGE] [Signature Page to Supplemental Building Loan Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written. ADMINISTRATIVE AGENT (on behalf of the Lenders): DEUTSCHE PFANDBRIEFBANK AG By: /s/ Jonas Wolk Name: Dr. Jonas Wolk Title: Managing Director By: /s/ Martina Horn Name: Martina Horn Title: Director LENDER: DEUTSCHE PFANDBRIEFBANK AG By /s/ Jonas Wolk Name: Dr. Jonas Wolk Title: Managing Director By /s/ Martina Horn Name: Martina Horn Title: Director [Acknowledgement Page to Supplemental Building Loan Agreement] STATE OF Bavaria ) ss. COUNTY OF Munich ) On the 21st day of June, 2023 before me, the undersigned, personally appeared Dr. Jonas Wolk, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Konrad Lautner Signature and Office of Individual taking Acknowledgement STATE OF Bavaria ) ss. COUNTY OF Munich ) On the 21st day of June, 2023 before me, the undersigned, personally appeared Martina Horn, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Konrad Lautner Signature and Office of Individual taking Acknowledgement

[Signature Page to Supplemental Building Loan Agreement] BORROWER: 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company By: /s/ Michael Bender Name: Michael A. Bender Title: Authorized Signatory STATE OF California ) ss. COUNTY OF Orange ) On the 15 day of June, 2023 before me, the undersigned, personally appeared Michael A. Bender, personally known to me or proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument. Laurie Selwitz Signature and Office of Individual taking Acknowledgement EXHIBIT C – Page 1 Error! Unknown document property name. SCHEDULE I COMMITMENTS Loan: DEUTSCHE PFANDBRIEFBANK AG 100% EXHIBIT A – Page 2 Error! Unknown document property name. EXHIBIT A LIEN LAW STATEMENT STATE OF ___________ ) ss. COUNTY OF ___________ ) The undersigned, being duly sworn, deposes and says that: (1) He has an office at the address shown at the foot hereof and holds the office in Borrower indicated beneath his signature. (2) The amount of the Loan is: $____________ (3) The consideration for the Loan to be paid and the other expenses heretofore incurred or to be incurred in connection with and paid out of the Loan are (or are estimated to be) as follows: Origination Fee, if any, for the Loan: $____________ Examination of title and recording fees: $____________ Mortgage recording taxes: $____________ Fees of Lender’s Construction Consultant: $____________ Fees of Lender’s Counsel: $____________ Interest on the Building Loan Mortgage(s): $____________ Total: $____________ (4) The amount, if any, to be advanced from the Loan to repay amounts previously advanced to Borrower pursuant to Notices of Lending for costs of the Improvements is: $____________ (5) The amount, if any, to be advanced from the Loan to reimburse Borrower for costs of the Improvements expended by Borrower after the commencement of the Improvements but prior to the date hereof are itemized as follows: Description of Cost of Improvements Amount (a) $____________ (b) $____________ EXHIBIT A – Page 3 Error! Unknown document property name. (c) $____________ (d) $____________ Total: $____________ (6) The estimated amount to be advanced from the Loan for indirect costs of the Improvements which may become due and payable after the date hereof and during the construction of the Improvements (such as bond and insurance premiums, fees of architects, engineers and surveyors, ground rents, taxes, assessments and water and sewer rents) is: $____________ (7) The net sum available to Borrower from the Loan to pay contractors, subcontractors, laborers and materialmen for the Improvements is: $____________ (8) This affidavit is made pursuant to and in compliance with Section 22 of the Lien Law of the State of New York. (9) If Borrower is a corporation, partnership or limited liability company, this statement is verified by deponent and not by Borrower because Borrower is a corporation, partnership or limited liability company of which the deponent is an officer, member or general partner. (10) The facts stated above and any costs itemized on this statement are true, to the knowledge of the undersigned. [Remainder of page intentionally left blank.]

EXHIBIT A – Page 1 Error! Unknown document property name. /s/ Brian Ragsdale Name: Brian Ragsdale Title: Authorized Signatory Address: c/o Pacific Oak Capital Advisors LLC 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Attention: Brian Ragsdale Sworn to before me this ___ day of 2023 ____________________________ Notary Public

arllcagreementpacificoak

Exhibit 10.3 -1- AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PACIFIC OAK SOR SREF III 110 WILLIAM, LLC (f/k/a KBS SOR SREF III 110 WILLIAM, LLC) This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as the same may be amended, restated, modified or supplemented following the Effective Date in accordance with the terms hereof, this “Agreement”) of PACIFIC OAK SOR SREF III 110 WILLIAM, LLC (f/k/a KBS SOR SREF III 110 WILLIAM, LLC), a Delaware limited liability company (the “Company”), is entered into effective as of July 5, 2023 (the “Effective Date”), by and between PACIFIC OAK SOR 110 WILLIAM JV, LLC (f/k/a KBS SOR 110 WILLIAM JV, LLC), a Delaware limited liability company (“Pacific Oak”), and INVESCO CMI INVESTMENTS 110 WILLIAM, LLC, a Delaware limited liability company (“Invesco” or “Co-Managing Member”). Pacific Oak and Invesco may hereinafter be referred to herein collectively as the “Members” or individually as a “Member”. RECITALS WHEREAS, the Company was formed on November 26, 2013 as a limited liability company by the filing of the Certificate of Formation of the Company (the “Certificate of Formation”) under and pursuant to the Act (as defined below) under the name Pacific Oak SOR SREF III 110 William, LLC; WHEREAS, Pacific Oak and SREF III 110 William JV, LLC, a Delaware limited liability company (“SREF”), as the sole initial members of the Company, entered into that certain Limited Liability Company Agreement of the Company, dated as of December 23, 2013 (the “Original LLC Agreement”), and Pacific Oak and SREF have remained the sole members of the Company until the Effective Date; WHEREAS, the Company changed its name to its current name by the filing of a Certificate of Amendment of the Company under and pursuant to the Act on December 30, 2019 (the “Certificate of Amendment”); WHEREAS, effective as of November 1, 2019, Pacific Oak and SREF entered into the First Amendment to the Limited Liability Company Agreement of the Company to memorialize the name change effected by the Certificate of Amendment (the Original LLC Agreement, as amended by such First Amendment, the “Amended Original LLC Agreement”); WHEREAS, the Company is the indirect owner of the Property (as defined below); WHEREAS, as of the Effective Date, the Property is subject to, directly and indirectly, as applicable, the loans (collectively, the “Mortgage Loan”) made pursuant to the following agreements (collectively, the “Mortgage Loan Agreements”): (i) that certain Amended and Restated Senior Loan Agreement dated as of even date herewith, by and among 110 William Property Investors III, LLC, a Delaware limited liability company and affiliate of the Company (together with its successors and/or assigns, “Mortgage Borrower”), Deutsche Pfandbriefbank AG, as administrative agent (“Administrative Agent”) and lenders signatory thereto, (ii) that certain Amended and Restated Building Loan Agreement dated as of March 7, 2019, by and among -2- Mortgage Borrower, Administrative Agent and lenders signatory thereto (as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Building Loan Agreement”) and (iii) that certain Supplemental Building Loan Agreement dated as of even date herewith, by and among Mortgage Borrower, Administrative Agent and lenders signatory thereto. WHEREAS, immediately prior to the execution of this Agreement, the Property was subject to, directly and indirectly, that certain loan made by Invesco CMI Investments, L.P., a Delaware limited partnership and the parent company of Invesco (“Invesco Investments”), pursuant to that certain Mezzanine Loan Agreement (the “Original Mezzanine Loan Agreement”), dated as of March 7, 2019, among 110 WILLIAM MEZZ III, LLC, a Delaware limited liability company and a subsidiary of the Company (together with its successors and/or assigns, “Mezzanine Borrower”) and Invesco Investments, as administrative agent for the Lenders (as therein defined) and as a Lender, and each of the other Lenders, as amended on April 29, 2022 by that certain First Amendment to Mezzanine Loan Agreement (the “First Amendment”), on September 7, 2022 by that certain Second Amendment to Mezzanine Loan Agreement (the “Second Amendment”), on January 9, 2023 by that certain Third Amendment to Mezzanine Loan Agreement (the “Third Amendment”), on April 10, 2023 by that certain letter agreement (the “April Letter Agreement Amendment”), on May 8, 2023 by that certain letter agreement (the “May Letter Agreement Amendment”) and on June 8, 2023 by that certain letter agreement (together with the Original Mezzanine Loan Agreement, the First Amendment, the Second Amendment, the Third Amendment, the April Letter Agreement Amendment and the May Letter Agreement Amendment, collectively, the “Mezzanine Loan Agreement” together with all promissory notes, instruments, documents and agreements executed pursuant to the Mezzanine Loan Agreement (including, without limitation, those set forth on Annex A attached hereto), the “Mezzanine Loan Documents”); WHEREAS, Mortgage Borrower, as landlord, and The City of New York, a municipal corporation, as tenant, acting through the Department of Citywide Administrative Services, have entered into that certain Agreement of Lease (as amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “DCAS Lease”) dated as of June 27, 2023 with respect to certain space in the Project; WHEREAS, the DCAS Lease will require Mortgage Borrower to fund significant amounts of additional equity to construct certain tenant improvements and to pay certain leasing commissions in accordance with the terms of the DCAS Lease (the “DCAS Lease Equity”); WHEREAS, prior to the Effective Date, SREF informed Pacific Oak that it will not have the requisite funds available to fund its applicable portion (based on its “Percentage Interest” as defined in the Amended Original LLC Agreement) of the DCAS Lease Equity and that it is willing to therefore sell to Pacific Oak, and Pacific Oak has agreed to purchase from SREF, its entire membership interest in the Company, which is being effected as of immediately prior to the execution of this Agreement pursuant to the Purchase and Sale Agreement attached hereto as Annex B (the “SREF PSA”); WHEREAS, (i) prior to the Effective Date, Pacific Oak informed Invesco Investments that Pacific Oak would be willing to fund the DCAS Lease Equity (but in an amount not to exceed -3- $105,000,000, as provided in Section 3.01(a)(ii)) if Invesco Investments agrees to cause Invesco to contribute to the capital of the Company all indebtedness outstanding (whether or not currently due) under the Mezzanine Loan Documents in exchange for the Company’s admission of Invesco as a Member and issuance to Invesco of a 22.5% Preferred Interest Percentage (as defined below), (ii) by execution of this Agreement, Invesco hereby makes such contribution pursuant to Section 3.01(b), and (iii) the Company hereby admits Invesco as a Member and issues a 22.5% Preferred Interest Percentage to Invesco; and WHEREAS, effective as of the Effective Date, Pacific Oak and Invesco, as the sole members of the Company, desire to amend and restate the Amended Original LLC Agreement in its entirety as set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE I FORMATION 1.01 Formation. The Company was created pursuant to the filing of the Certificate of Formation under and pursuant to the Act. The term “Act” means the Delaware Limited Liability Company Act, Title 6 of the Delaware Code, Section 18-101 et seq., as amended from time to time. 1.02 Names and Addresses. The name of the Company is “Pacific Oak SOR SREF III 110 William, LLC”. The principal office of the Company in the State of Delaware, and the name and address of the registered agent of the Company in the State of Delaware, is Registered Agent Solutions, Inc., 838 Walker Road, Suite 21-2, Dover, Delaware 19904, until changed by Managing Member with written notice to all of the Members. The names, addresses, preferred interest ownership percentages (individually a “Preferred Interest Percentage” and collectively, the “Preferred Interest Percentages”), and common interest ownership percentages (the “Common Interest Percentage” and collectively, the “Common Interest Percentages”) of the Members are set forth on Exhibit A attached hereto. Managing Member shall update Exhibit A as necessary to reflect any changes to the information reflected therein, including as a result of changes in a Member’s address, additional capital contributions by the Members in accordance with Article III and Transfers of Interests (as defined in Section 4.01 below) by the Members in accordance with Article VI. 1.03 Nature of Business. The express, limited and only purposes of the Company shall be (i) to directly or indirectly acquire, own, lease, hold for long-term investment, sell, exchange, dispose of and otherwise realize the economic benefit from that certain real property commonly known as 110 William Street, Manhattan, New York, and described more particularly on Exhibit B attached hereto (the “Property”), including the improvements currently and as from time to time may be constructed on the Property (collectively, the “Improvements”) (the Property and the Improvements shall sometimes be collectively referred to as, the “Project”), and (ii) to conduct -4- such other activities with respect to the Project as are appropriate to carrying out the foregoing purposes and to do all things incidental to or in furtherance of the above-enumerated purposes. 1.04 Term of Company. The term of the Company commenced on the date when the Certificate of Formation was filed with the Office of the Delaware Division of Corporations and shall continue until dissolved pursuant to Article VIII. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation. ARTICLE II MANAGEMENT OF THE COMPANY 2.01 Management of the Company. (a) General. Pacific Oak is hereby designated as the managing member (“Managing Member”) of the Company and shall serve as Managing Member unless and until it resigns in accordance with Section 2.02(w). Subject to the restrictions set forth in this Agreement (including, without limitation, Section 2.02), the business, property and affairs of the Company and its Subsidiaries shall be exclusively managed and all powers of the Company and its Subsidiaries shall be exclusively exercised by or under the direction of Managing Member, including, without limitation, the day-to-day business and affairs of the Company and its Subsidiaries. Managing Member shall at all times faithfully perform its duties and responsibilities in compliance with all applicable laws, the Business Plan, the Annual Budget, the Leasing Guidelines (as each such term is defined below), and this Agreement, and in an efficient, thorough, businesslike manner, devoting such time, efforts and managerial resources to the business of the Company as is reasonably necessary for the operation of the day-to-day business and affairs of the Company. Managing Member, Co-Managing Member and each of their respective Affiliates may engage in business efforts and affairs which are not related to the Company, and will not be precluded from owning, operating and/or investing in other businesses and/or real estate projects and neither the Company nor any Member shall have any right to participate in the other Member’s businesses, investments or real estate projects. As used herein, “Subsidiary” means with respect to the Company, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by the Company or one or more of the other subsidiaries of the Company or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interests thereof having the power to govern or elect members of the applicable governing body of such entity is at the time owned or controlled, directly or indirectly, by the Company or one or more subsidiaries of the Company or a combination thereof; and the term “Subsidiary” with respect to the Company shall include all subsidiaries of each subsidiary of the Company and the term “Subsidiaries” shall refer to each Subsidiary collectively. For purposes of this Section 2.01 and Section 2.02 below, references to the “Company” shall include all Subsidiaries even if no reference is made thereto, so that any actions, decisions or matters governed by such Sections shall apply not only to the Company but also to the Subsidiaries.

-5- (b) Specific Day to Day Duties. Without limiting the generality of the foregoing, Managing Member shall use good faith commercially reasonable efforts to perform the duties set forth below with respect to the Project, all to be carried out in accordance with this Agreement, the Annual Budget, the Business Plan and the Leasing Guidelines. (i) Use commercially reasonable efforts to obtain and cause to be maintained all governmental and agency approvals, permits and other entitlements necessary for ownership, operation, management and leasing of the Project. (ii) Except as set forth in Section 2.02(c), on behalf of the Company or any Subsidiary retain, engage, coordinate and oversee the services of all employees, contractors, architects, engineers, accountants, attorneys, auditors, real estate brokers, property advertising personnel and other persons necessary or appropriate for the ownership, operation, management and leasing of the Project. Such efforts to include working with the leasing agent to keep the leasing guidelines for the Project approved by the Members (the “Leasing Guidelines”) up to date to reflect market changes as determined by Managing Member in good faith and approved by the Members. (iii) Coordinate and oversee the general performance of all work in connection with the ownership, operation, management and leasing of the Project. (iv) Use commercially reasonable efforts to enforce all of the Company’s material rights and to cause performance of all of the Company’s obligations arising in connection with any contract or agreement entered into in connection with the Project, excluding de minimis obligations where the cost to pursue the obligation exceeds the benefit to be gained. (v) Deliver to the Members copies of any material written notices or material document received by Managing Member in connection with any material dispute or material claims relating to the Project. (vi) Otherwise use commercially reasonable efforts to perform those duties and services that are reasonably necessary in order to own, operate, manage and lease the Project in accordance with the Business Plan, the Annual Budget, the Leasing Guidelines and this Agreement, except to the extent that the Company or a Subsidiary has entered into an agreement with any other person to provide such services in accordance with the terms of this Agreement, including, without limitation, the agreements referenced in Section 2.10(a). (c) Additional Duties. Without limiting the generality of the foregoing, Managing Member shall use commercially reasonable efforts to undertake the following additional actions: (i) Provide operating reports and financial statements in accordance with Article IX. (ii) Notify the Members of such matters and render such reports to the Members from time-to-time as any Member may reasonably request in writing, including, -6- without limitation, at all times and not less frequently than monthly keeping the Members informed of material information relating to the Project by notifying the Members in advance of public hearings and other proceedings relating to any existing or proposed entitlements, mapping, subdivision or material permits for the Project. (iii) Notify the Members of any bona fide offer to purchase the Project or any term sheet or letter of intent relating thereto received by Managing Member. (iv) Complying with, or causing the Company to comply with, the Leasing Guidelines. (v) Complying with, or causing the Company to comply with, the Annual Budget; provided, however, that Managing Member shall be entitled to incur expenditures not provided in the Annual Budget which (A) do not exceed (1) the sum of $250,000 as to any single expenditure, and (2) the sum of $500,000 as to any such expenditures in the aggregate for any calendar year (such expenditures may hereinafter be referred to as the “De Minimis Expenditures”), or (B) constitute Emergency Expenditures pursuant to Section 2.09(c). For avoidance of doubt, this Section is not intended to apply to or limit any other express provision that allows Managing Member to deviate from the Annual Budget or undertake actions or make decisions that may result in a deviation from the Annual Budget. (vi) Cause the Company or a Subsidiary to enter into new leases, lease extensions and lease modifications consistent with the Leasing Guidelines (other than Major Leases, which shall be governed by Section 2.02(p) below), and use commercially reasonably efforts to cause the Company and the applicable Subsidiary to comply with its obligations under each of such leases. (vii) Based on cash flow projections and analysis prepared by Managing Member, determine whether or not there is sufficient Net Cash so that distributions may be made to the Members in accordance with this Agreement, and make any distribution to the Members. As used in this Agreement, the term “Net Cash” means the gross cash receipts of the Company from all sources as of any applicable date of determination, less the portion thereof used to pay: (i) all cash disbursements (inclusive of any guaranteed payment within the meaning of Section 707(c) of the Code paid to any Member, including, without limitation, any reimbursements made to any Member and any amounts applied to repay any Member Loans or Default Loans, of the Company prior to that date); and (ii) all reserves, established by the Annual Budget, a lender or otherwise approved by the Members for anticipated cash disbursements, including for payment of debt service, escrows, capital improvements and other anticipated contingencies and expenses of the Company; provided, however, that any amounts that the Company receives as reimbursements under the DCAS Lease shall be applied first to (A) the full payment of any amounts due or payable under the Funding Guaranty or any mezzanine financing obtained by the Company, (B) the return of any preferred equity investment in the Company, and then (C) the full repayment of any Members Loans funded by the Members with respect to reimbursable costs under the DCAS Lease. -7- (viii) Subject to Section 7.01(b) below, retain any real estate broker on behalf of the Company if Managing Member believes a sale of the Project may be feasible on terms favorable to the Company. (ix) Subject to Section 2.02(f) below, retain any mortgage bankers or brokers on behalf of the Company if Managing Member believes favorable mortgage financing may be available for the Project. (d) Event of Default. Any of the following shall constitute an “Event of Default” with respect to the Managing Member: (i) The Managing Member has failed to satisfy the “Minimum Equity Requirement” described in Section 3.01(a)(ii); (ii) the Managing Member or its Affiliate commits a crime constituting a felony, commits fraud, misappropriates funds, or engages in conduct that constitutes gross negligence or willful misconduct, in each case relating to the Project or the Company; (iii) the occurrence of a material default (beyond all applicable notice or cure periods) by the Managing Member or its Affiliate under DCAS Lease or any Mortgage Loan Agreements; (iv) an event of bankruptcy occurs with respect to the Managing Member to the extent it materially and adversely affects the Company; or (v) the Managing Member is not involved directly with the day-to-day management of the Company. 2.02 Major Decisions. Notwithstanding anything to the contrary in Section 2.01 above, the following decisions and actions by either the Company or any Subsidiary (in each case the taking of which hereinafter shall be referred to as a “Major Decision”) shall be subject to the prior written consent of the Members, which consent may be given or withheld in each Member’s sole and absolute discretion: (a) Annual Budget; Business Plan. Subject to Sections 2.01(c)(v) and Section 2.09, deviate from, modify, amend or replace the Business Plan or deviate from, modify, amend or replace the Annual Budget, after the Business Plan and the Annual Budget has been approved pursuant to this Section 2.02(a). (b) Sale of the Company or the Project. Subject to Articles VI and VII, sell, convey, exchange, hypothecate, pledge, encumber or otherwise transfer any portion of or any interest in the Company, a Subsidiary or the Project, or enter into any agreement to sell, convey, exchange, hypothecate, pledge, encumber or otherwise transfer any portion or any interest in the Company or the Project. (c) Service Agreements. Amend, modify, terminate, or waive any material rights in writing under, any agreement referenced in Section 2.10(a) to which Mortgage Borrower is a party, or enter into any agreement replacing such agreement. -8- (d) Acquire Real Property. Purchase or otherwise acquire any interest in real property. (e) Affiliate Agreements. Enter into any Affiliate Agreements. As used in this Agreement, the term “Affiliate” means any person or entity which, directly or indirectly through one (1) or more intermediaries, controls or is controlled by or is under common control with another person or entity. The term “control” as used herein (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, direct or indirect, of the power (i) to vote fifty-one percent (51%) or more of the outstanding voting securities of such person or entity, or (ii) to otherwise direct management policies of such person by contract (at commercially reasonable rates) or otherwise, and the term “Affiliate Agreement” means any agreement for the provision of goods and/or services between the Company and any Affiliate of any Member or any other person or entity in which such Member (or any person or entity having a direct or indirect interest therein) owns a direct or indirect interest therein. (f) Financing. Cause the Company to finance or refinance the operations of the Company and/or any of the Company’s assets or enter into any modifications, amendments, extensions, substitutions or other agreements regarding the Mortgage Loan and any refinance, modification, extension or substitution thereof; provided, however, that the Members hereby agree (i) that they shall in good faith consider a refinancing of the existing Mortgage Loan if the terms of the replacements loan(s) (after taking into account any associated refinance costs) are immediately accretive, directly or indirectly to the Company after the closing of the refinancing so long as neither Member nor their respective Affiliates would be obligated to incur guarantee liability or other obligations beyond the liability and obligations such Member or Affiliate has accepted with respect to the existing Mortgage Loan, (ii) to reasonably cooperate with Managing Member to obtain mezzanine financing on behalf of the Company or otherwise with respect to any preferred equity investment in the Company, in each case, to fund reimbursable costs in accordance with the DCAS Lease. (g) Indemnity. Except as required by or necessary for the landlord to comply with the DCAS Lease (defined below) or any new or existing lease at the Project, make, execute or deliver on behalf of the Company any indemnity bond or surety bond or obligate the Company or any other Member as a surety, guaranty, guarantor or accommodation party to any obligation or grant any lien or encumbrance on any of the assets of the Company, including the Project. (h) Loans. Except as required by or necessary for the landlord to comply with the DCAS Lease or any new or existing lease at the Project, lend funds belonging to the Company to any Member or its Affiliate or to any third party, or extend any person, firm or corporation credit on behalf of the Company, in each case, except as expressly permitted by this Agreement. (i) Expenditures. Except as expressly permitted by this Agreement, including De Minimis Expenditures and Emergency Expenditures permitted under this Agreement, take any action or make any expenditure or incur any obligation by or on behalf of the Company which is not included in the Annual Budget (including, without limitation, obligating the Company to pay for any goods or services in excess of the foregoing).

-9- (j) Assignment Benefiting Creditors. Make, execute or deliver on behalf of the Company an assignment for the benefit of creditors; file, consent to or cause the Company, a Member’s Interest, or the Project, or any part thereof or interest therein, to be subject to the authority of any trustee, custodian or receiver or be subject to any proceeding for bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, relief of debtors, dissolution or liquidation or similar proceedings. (k) Partition of Company Assets. Partition all or any portion of the assets of the Company, or file any complaint or institute any proceeding at law or in equity seeking such partition. (l) Confess Judgments; Legal Actions. Confess a judgment against the Company, settle or adjust any claims against the Company, or commence, negotiate and/or settle any legal actions or proceedings brought by the Company against unaffiliated third parties; provided, however, that Managing Member may settle or adjust any claim which is not the subject of a legal action or proceeding of $500,000 or less. (m) Dissolve the Company. Except as provided in this Agreement, dissolve, terminate or liquidate the Company prior to the expiration of the term of the Company or sale of the Project. (n) Acts Making Business Impossible. Do any act that would make it impossible to carry on the business of the Company or any Subsidiary. (o) Material Agreements. Except as expressly provided in this Agreement, cause the Company or any Subsidiary to enter into any agreement obligating the Company or any Subsidiary to pay an amount of more than $500,000 and any amendment, modification or termination of any such agreement, provided that such decision or action shall not be a Major Decision if such expenditure is contemplated by or consistent with the Annual Budget or is necessary for the landlord to comply with its obligations under the DCAS Lease or any other new or existing lease at the Project. (p) Major Leases. Cause or permit the Company or any Subsidiary to enter into any Major Lease affecting the Project, or amend, modify, terminate, or waive rights under any Major Lease. The Members hereby confirm their prior approval the DCAS Lease. The term “Major Lease” shall mean: (i) the DCAS Lease; (ii) any lease which, individually or when aggregated with all other leases at the Project with the same tenant or its affiliate demises 50,000 rentable square feet or more at the Project (which calculation of rentable square feet shall assume the exercise of the following, but only if such exercise would then result in such lease being greater than 10% of rentable square feet or more at the at the Project (x) all expansion rights, (y) all rights of first refusal to lease additional space at the Project contained in such lease and (z) all rights of first offer and other preferential rights to lease additional space at the Project contained in such lease, whether or not such lease demises 50,000 rentable square feet or more at the time of determination), (iii) any lease which contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of the Project (which such rights shall be deemed to be exclusive of any rights under any lease to extend the term thereof or to lease additional space at -10- the Project), or (iv) any instrument guaranteeing or providing credit support for any lease meeting the requirements of clause (i), (ii) or (iii) above. (q) Insurance; Accounting. Change the insurance program for the Company or the Project in a manner inconsistent with the Business Plan or inconsistent with the insurance requirements set forth in Section 2.05 or alter or change the reporting, accounting and/or auditing systems and/or procedures for the Company or the Project. (r) Awards and Proceeds. Except as required by the Mortgage Loan or for any amounts less than $500,000, apply or dispose of any casualty insurance proceeds or any condemnation award, or settle with any insurance company or any condemning authority, as applicable. (s) No REIT Prohibited Transactions. Take, or permit to be taken, any action that is or results in a REIT Prohibited Transaction. (t) Pledge and Assignment. Subject to the provisions of Article VI, sell, transfer or pledge any Member’s Interests in the Company. (u) Additional Capital Contributions. Except as expressly set forth in Section 3.01, or otherwise approved by the Members in writing, require any additional capital contributions of the Members. (v) Member Loans. Except as otherwise approved by the Members in writing or as provided in Section 3.04, require or request any Member Loan. (w) Resignation. Pacific Oak may not resign as Managing Member without the prior consent of Co-Managing Member in which case the appointment of a replacement Managing Member shall be a Major Decision. (x) Subsidiaries. Allow or cause any Subsidiary to take any of the actions that constitute Major Decisions hereunder. Co-Managing Member may initiate a request for approval of a Major Decision by delivering such request in writing to Managing Member. Failure by any Member to approve any Major Decision in writing within ten (10) Business Days (as defined in Section 10.02 below) after such Member’s receipt of a request therefor shall be deemed a disapproval of such Major Decision. Notwithstanding anything to the contrary in this Section 2.02 or any other provision of this Agreement, (i) until such time as the “Third Tranche Commencement Date” (as defined in the DCAS Lease) has occurred, Managing Member may, in its good faith discretion and following notice to Co-Managing Member, take or cause the Company or Subsidiary thereof to take any action constituting a Major Decision even if Co-Managing Member objects; provided, however, that (A) Managing Member may only take such action for so long as Managing Member in good faith reasonably believes that such action is necessary in order for the landlord under the DCAS Lease to comply with its obligations under the DCAS Lease, including its obligation to complete the Work (as defined in the DCAS Lease) required to be completed by landlord under the DCAS Lease and to otherwise satisfy the conditions precedent to trigger the Third Tranche -11- Commencement Date, (B) in no event may Managing Member take such action if it knows or should reasonably know that doing so would cause a default under the Mortgage Loan and (C) in no event may Managing Member take any action pursuant to this sentence that would constitute a Major Decision under Section 2.02(b), Section 2.02(m), Section 2.02(u) or Section 2.02(v), and (ii) following the occurrence of an Event of Default under Section 2.01(d)(iii), Invesco shall have the unilateral right and authority, in its good faith discretion and following notice to Managing Member, to take any actions deemed to be necessary to cure such default; provided, however, that (A) Invesco may only take such action for so long as Invesco in good faith reasonably believes that such action is necessary in order to cure such, (B) in no event may Invesco take such action if it knows or should reasonably know that doing so would cause a default under the Mortgage Loan and (C) in no event may Invesco take any action pursuant to this sentence that would constitute a Major Decision under Section 2.02(b), Section 2.02(m), Section 2.02(u) or Section 2.02(v), 2.03 Company Funds. No Company funds, assets, credit or other resources of any kind or description shall be paid to, or used for, the benefit of any Member, except as specifically provided in this Agreement or the Annual Budget or after the written approval of all the Members has been obtained. All funds of the Company shall be deposited only in such federally insured checking and savings accounts of the Company in its name with banks and other financial institutions having not less than $1,000,000,000 in assets as Managing Member shall approve, shall not be commingled with funds of any other person or entity, and shall be withdrawn only upon such signature or signatures as may be designated in writing from time to time by Managing Member after receiving approval of the Members. 2.04 Employees. Neither the Company, nor the Subsidiaries shall have employees. Each Member shall be solely responsible for all wages, benefits, insurance and payroll taxes with respect to any of its respective employees. Each Member agrees to perform its duties under this Agreement as an independent contractor and not as the agent, employee or servant of the Company. 2.05 Insurance. (a) Company Policies. Managing Member shall purchase and maintain, or shall cause to be purchased and maintained, for and at the expense of the Company, policies of insurance (i) for the Company’s operations, (ii) for the protection of the Company’s assets (including the Project), and (iii) as may be reasonably required to comply with third-party requirements, and shall provide the Members upon request with the certificates or other evidence of insurance coverage as provided therein. All such insurance shall be maintained in such amounts, in forms and with such insurance companies as shall be reasonably satisfactory to Managing Member, but in limits no less than as set forth herein. The Company’s insurance terms and limits shall include the following: (A) all risk property and builders risk insurance in amounts at least equal one hundred percent (100%) of the full replacement costs of the work, including, but not limited to, all improvements to the Property without any co-insurance requirements or penalties; (B) general liability and umbrella insurance with a per occurrence and annual aggregate limit of no less than $10,000,000 per location / project; and (C) if applicable, worker’s compensation insurance in compliance with statutory requirements of the state(s) in which the employee resides, is hired and in which the services are being performed, and employer’s liability insurance in the amount of $500,000 each accident for bodily injury by accident, $500,000 each employee for bodily injury -12- by disease, and $500,000 policy limit for bodily injury by disease, or such other amount as may be required by umbrella policy to effect umbrella coverage. (b) Contractor’s Insurance Obligations. Managing Member shall require the Project’s general contractors and all subcontractors to obtain and maintain at all times during performance of work for the Company an occurrence form commercial general liability policy on a primary and non-contributing basis with a minimum of $1,000,000 per occurrence/$2,000,000 annual aggregate per location / project and an umbrella / excess liability in the minimum amount of $5,000,000 per location / project, or in such other amounts as may be approved by the Members, on which the Company is named as an additional insured. In addition, Managing Member shall require that the Project’s general contractors and all subcontractors carry worker’s compensation coverage as required by law, including a waiver of subrogation in favor of the Company. (c) D&O Insurance. Managing Member may purchase and maintain insurance on behalf of the executive officers of Managing Member against liability asserted against such person and incurred by such person arising out of such person’s actions on behalf of Managing Member (or any other Member, as applicable) under this Agreement; provided that the cost of such insurance is included in the approved Annual Budget for the applicable year and such coverage is available at commercially reasonable rates. (d) Other. The insurance required herein may be issued as blanket insurance, provided the required coverages are not diminished by such blanket policies. All policies shall be written on such terms, in such form and for such periods and amounts as the Company shall from time to time reasonably designate or approve, shall be primary and without right of contribution from other insurance which may be available, shall waive any right of set off, counterclaim or subrogation, shall provide that the insurance shall not be invalidated by any action or inaction by Managing Member, and shall provide that they shall not be canceled or amended without at least thirty (30) days’ prior written notice to the Company. 2.06 Members Have No Managerial Authority. The Members shall have no power to participate in the management of the Company, except as expressly authorized by this Agreement. 2.07 Meetings. The Company shall not be required to hold regular meetings of Members. Any Member may call a meeting of Members for the purpose of discussing Company business. Unless otherwise approved by the Members, any meeting of Members shall be held during normal business hours either telephonically or in person at the Company’s principal office on such day and at such time as are reasonably convenient for the Members. 2.08 Liability and Indemnity. No Member, Managing Member or Partnership Representative (nor any officer, director, member, manager, constituent partner, agent or employee of the Company or a Member, Managing Member or Partnership Representative) shall be liable or accountable in damages or otherwise to the Company or to any other Member, Managing Member or Partnership Representative for any good faith error of judgment or any good faith mistake of fact or law in connection with this Agreement, or the services provided to the Company except in the case of willful misconduct or gross negligence. To the maximum extent permitted by law, the Company does hereby indemnify, defend and agree to hold each Member, Managing Member or Partnership Representative (and each such officer, director, member, manager, constituent partner,

-13- agent or employee of a Member, Managing Member or Partnership Representative) wholly harmless from and against any loss, expense or damage (including, without limitation, reasonable attorneys’ fees and costs) suffered by such Member, Managing Member or Partnership Representative (and/or such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Partnership Representative) by reason of anything which such Member (and/or such officer, director, member, manager, constituent partner, agent or employee of a Member, Managing Member or Partnership Representative) may do or refrain from doing hereafter for and on behalf of the Company and in furtherance of its interest; except in the case of willful misconduct or gross negligence in performing or failing to perform its duties hereunder. To the maximum extent permitted by law, each Member, Managing Member or Partnership Representative does hereby indemnify, defend and agree to hold the Company and each other Member, Managing Member or Partnership Representative wholly harmless from and against any loss, expense or damage (including, without limitation, reasonable attorneys’ fees and costs) suffered by the Company or such other Member, Managing Member or Partnership Representative as a result of such indemnifying person’s willful misconduct or gross negligence in performing or failing to perform such indemnifying person’s duties hereunder. 2.09 Business Plan and Budget. Attached hereto as Annex C is a plan approved by the Members setting forth the general description of the overall business plan of the Company with respect to the Project (the “Business Plan”). Notwithstanding the approval of such Business Plan by the Members, in the event of any conflict or inconsistency between any provision of the Business Plan and any provision of this Agreement, the provisions of this Agreement shall control and supersede the provisions of the Business Plan. On or before the Update Date (defined below) in any year, Managing Member shall prepare an update and any other necessary modifications to the Business Plan for the review and approval of the Members. (a) Annual Budget. Attached hereto as Annex C is the annual budget in connection with the ownership, operation, and leasing of the Project (the “Annual Budget”) approved by the Members for the period set forth therein. On or before November 15, 2024, and on or before the first Business Day of November of each year thereafter (each an “Update Date”), Managing Member shall prepare a new Annual Budget which shall be required to be approved by the Members, which shall set forth, by individual category, the costs and expenses projected to be incurred by the Company for the ensuing fiscal year. (b) Interim Annual Report. If any Annual Budget, or any category thereof, is not approved by the Members for any fiscal year as of the commencement of such fiscal year (or other period), then the approved categories of the proposed Annual Budget shall be in effect, but as to the categories which were disapproved, one hundred five percent (105%) of the last approved Annual Budget line items shall be in effect until the Members approve the new Annual Budget as to such categories. Adjustments to the last approved Annual Budget shall automatically be made to reflect actual increases in real property taxes, insurance premiums, utility charges and payments required under contracts to which the Company is a party at the time of the expiration of the Annual Budget, and shall not require the consent of any Member. (c) Emergency Expenditures; Reallocation. Managing Member shall have the right, power and authority, without the consent of any other Member, to cause the Company to incur emergency expenditures (“Emergency Expenditures”) not included in the Annual Budget -14- to the extent Managing Member reasonably believes that such expenditures are necessary following a casualty or other comparable event to prevent imminent damage to persons or property on or about the Project (and shall notify each other Member prior to making such expenditures to the extent reasonably possible under the circumstances). Managing Member may fund Emergency Expenditures from Company reserves and contingencies in the Annual Budget. (d) Reallocation. Managing Member shall be permitted to reallocate amounts set forth in particular line items on the Annual Budget to the extent that Managing Member reasonably determines that savings are expected with respect to any such line item. 2.10 Approval of Certain Agreements and Service Agents. (a) Each Member acknowledges that it has reviewed and hereby approves the following: (i) the Mortgage Loan Agreements; (ii) the DCAS Lease; (iii) the Project Management and Asset Management Agreement dated as of even date herewith between Savanna Project Management, LLC and Mortgage Borrower; (iv) the Management Agreement dated as of April 17, 2019 between Mortgage Borrower and CBRE, Inc.; (v) the Leasing Agreement dated as of December 11, 2014 between Mortgage Borrower and Newmark and Company Real Estate Inc., d/b/a Newmark, as amended that certain letter agreement on November 28, 2017; (vi) the Rental Agency Agreement dated as of July 24, 2019 between Mortgage Borrower and Cushman & Wakefield; (vii) the Amended and Restated Rental Agency Agreement (Retail) dated as of even date herewith between Mortgage Borrower and Savanna Commercial Services LLC; and (viii) the Second Amended and Restated Rental Agency Agreement (Office) dated as of even date herewith between Mortgage Borrower and Savanna Commercial Services LLC. (b) Without limiting Section 2.10(a), each Member hereby approves the counterparty to each of the agreements identified in clauses (iii) through (viii) of Section 2.10(a) as the manager, agent or other service provider, as applicable, with respect to the Property on the terms and subject to the conditions of the applicable agreement. (c) Each Member acknowledges that it has reviewed and hereby approves the SREF PSA and agrees that (i) the Company shall comply with any provision of the SREF PSA relating to the tax treatment of the Contingent Consideration (as therein defined) as if the Company was a party thereto and (ii) Pacific Oak may provide to SREF a copy of this Agreement (and any amendments hereto) in accordance with the SREF PSA and any other information required to be provided to SREF under the SREF PSA. 2.11 Reimbursements and Fees. None of the Members (or their respective Affiliates and/or other representatives) shall be paid any compensation for rendering services to the Company. Managing Member shall be reimbursed for any costs and/or expenses reasonably incurred on behalf of the Company or any Subsidiary that relate to the business and affairs of the Company or any Subsidiary to the extent Managing Member had authority to act on behalf of the Company or such Subsidiary; provided that such costs and/or expenses are permitted under an Annual Budget. 2.12 Limited Liability. Except as otherwise provided by any non-waivable provision of the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or -15- otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. ARTICLE III MEMBERS’ CONTRIBUTIONS TO COMPANY 3.01 Capital Contributions. (a) Pacific Oak. (i) In exchange for Pacific Oak’s Common Interest Percentage, Pacific Oak has heretofore contributed to the capital of the Company as reflected in the Company’s books and records. (ii) In exchange for Pacific Oak’s Preferred Interest Percentage, Pacific Oak shall make additional contributions to the capital of the Company, in cash, as necessary to satisfy in full the “Minimum Equity Requirement” required under that certain Funding Guaranty dated on or about even date herewith from Pacific Oak Strategic Opportunity REIT, Inc. in favor of Administrative Agent in connection with the Mortgage Loan; provided, however, that the aggregate total of Pacific Oak’s capital contributions made under this Section 3.01(a)(ii) shall not exceed $105,000,000. (b) Invesco. In exchange for Invesco’s Preferred Interest Percentage, the following shall occur as of the Effective Date: (i) Invesco shall assign (or cause its Affiliate to assign) to the Company all of the right, title and interest in and to the outstanding principal balance and unpaid interest under the Mezzanine Loan Agreement and all other amounts (if any) outstanding (whether or not currently due) under the Mezzanine Loan Documents; and (ii) Invesco shall be deemed to have contributed to the capital of the Company an amount equal to $88,974,888.78. In furtherance of the foregoing, Invesco hereby represents and warrants as follows effective as of the Effective Date: (i) All obligations of Mezzanine Borrower and its Affiliates and any other persons and entities under the Mezzanine Loan Documents shall be deemed terminated, extinguished and be of no further force or effect (notwithstanding anything to the contrary contained therein); (ii) Invesco Investments hereby releases, terminates and discharges without further action any and all mortgages, liens, charges, encumbrances, security interests, pledges, participations, guarantees, agreements and other rights of any kind and nature heretofore granted to Invesco Investments, or which Invesco Investments may have, in or to any assets, properties or capital stock heretofore pledged as collateral under the Mezzanine Loan Documents or securing any amounts owed to Invesco Investments thereunder or any obligations of Mezzanine Borrower or any party thereunder; and (iii) The Company or any designee thereof shall be authorized to take such steps as may be necessary to file with the appropriate filing offices without the signature of Invesco Investments such UCC termination statements and releases (or UCC -16- in lieu financing statements or similar documents required by any laws of any applicable jurisdiction) as are necessary to fully release any and all security interests created pursuant to the Uniform Commercial Code with respect to the Mezzanine Loan Documents. Without limiting any other representations and warranties provided hereunder, Invesco Investments hereby represents and warrants that (1) it has the power, authority and full legal capacity to agree to the actions contemplated by this Section 3.01(b), (2) such actions do not and will not violate or conflict with any of its charter documents or cause a breach under any other instrument or contract to which it is a party, and (3) immediately prior to the consummation of such actions, it held all right, title and interest in and to the Mezzanine Loan Documents, free and clear of all liens, claims and encumbrances. Furthermore, Invesco Investments hereby agrees that each party to a Mezzanine Loan Document that is not a party hereto is and shall be an express third party beneficiary to this Section 3.01(b) and may enforce such section to the same extent as though a party hereto. 3.02 Additional Capital Contributions. All capital calls not governed by Section 3.01 above shall be subject to approval by the Members pursuant to Section 2.02(u) above. 3.03 Default in Capital Commitment. If Pacific Oak (the “Defaulting Member”) shall fail to contribute any amounts required to be contributed pursuant to Section 3.01(a)(ii) (the “Defaulted Amount”) and such failure shall continue for at least five (5) Business Days following notice to the Defaulting Member, then Invesco (the “Non-Defaulting Member”) may, but shall not be obligated to, contribute some or all of the Defaulted Amount as a loan to the Defaulting Member (a “Default Loan”). A Default Loan shall not be considered a capital contribution by the Non-Defaulting Member and shall not increase the Capital Account balance or the Preferred Interest Percentage of the Non-Defaulting Member, but instead shall be treated as a non-recourse loan by the Non-Defaulting Member to the Company and shall bear interest at the lesser of (x) the Default Loan Rate (hereinafter defined) or (y) the maximum amount permitted by law and shall be due on demand. “Default Loan Rate” is defined as a cumulative annual rate equal to fifteen percent (15%), compounded quarterly (pro-rated for periods of less than one year), on the daily average outstanding balance during each fiscal year of the aggregate unreturned Default Loan. 3.04 Member Loans. Any loan made by a Member to the Company pursuant to this Section 3.04 shall be referred to herein as a “Member Loan.” (a) In the event Managing Member determines, in its good faith and reasonable discretion, that funds in addition to those otherwise obtained pursuant to Section 3.01 are necessary (i) for the landlord to achieve the Final DCAS Rent Commencement Date (as defined in the DCAS Lease); or (ii) for the Company to meet the Annual Budget and/or Business Plan (including funds necessary to pay debt service under the Mortgage Loan, budgeted future lease rollover expenses, and to pay De Minimis Expenditures and Emergency Expenditures permitted under this Agreement), then Managing Member shall deliver written notice (a “Member Loan Notice”) of such actual or projected cash deficit to Pacific Oak and Invesco requesting that they agree that a Member Loan should be made; provided that Co-Managing Member shall have the right and authority to deliver a Member Loan Notice if Managing Member fails to request any Member Loan within ten (10) Business Days following Co-Managing Member’s delivery of written notice to

-17- Managing Member that additional funds are needed by the Company for such stated reasons. Within ten (10) Business Days following the effective date of any Member Loan Notice, each Member shall notify Managing Member (a) whether or not such Member agrees that a Member Loan should be made in the amount specified in such Member Loan Notice, and (b) whether such Member elects, in its sole and absolute discretion, to make such Member Loan. If the Members (y) agree that a Member Loan in the amount specified in a Member Loan Notice should be made, and (z) elect to advance such funds to the Company, such funds shall be advanced by the Members in proportion to their respective Preferred Interest Percentages. Unless both Members agree to the foregoing, either Member may make the Member Loan or any portion thereof. Each Member Loan made pursuant to this Section 3.04(a) shall bear interest at the lesser of (x) the Special Loan Rate (hereinafter defined) or (y) the maximum amount permitted by law. “Special Loan Rate” is defined as a cumulative annual rate equal to fifteen percent (15%), compounded quarterly (pro- rated for periods of less than one year), on the daily average outstanding balance during each fiscal year of the aggregate unreturned Member Loan. (b) [Reserved]. (c) All Member Loans shall be structured to qualify as “real estate assets” within the meaning of Section 856(c)(5) of the Code Any and all advances made by any Member to the Company pursuant to this Section 3.04 shall be treated as a Member Loan with recourse only to the assets of the Company (and not to the assets of any Member). If, from any circumstances whatsoever, the Members ever receive as interest under a Member Loan in an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due under such Member Loan and not to the payment of interest. (d) Any and all Member Loans shall be due and payable from the first available funds of the Company and in any event upon the liquidation of the Company (with all payments being applied first to accrued interest and then to the outstanding principal balance); and if more than one Member Loan is outstanding, the Company shall make payments under all Member Loans on a pari passu basis. The repayment of any Member Loan shall be made prior to any distributions of Net Cash or other cash proceeds to the Members. Accordingly, notwithstanding the provisions of Articles V and VIII, until any and all Member Loans are repaid in full, the Members shall draw no further distributions from the Company and all cash or property otherwise distributable with respect to the Interests of the Members shall be paid to the Member(s) making Member Loan(s) in proportion to, and as a reduction of, the outstanding balance(s) of such Member Loan(s), with such funds being applied first to reduce any interest accrued thereon, and then to reduce the principal amount thereof. 3.05 Determination of IRR Returns. The IRR Return described in Section 5.01 shall be determined based upon internal rate of return of Pacific Oak and Invesco, as applicable. As used in this Agreement, the term “IRR Return” means for each of Pacific Oak and Invesco, as applicable, the effective annual discount rate that results in a net present value equal to zero when the discount rate is applied to all capital contributions actually funded (or deemed funded) by each such Member pursuant to Section 3.01(a)(ii) or Section 3.01(b), as applicable, that are attributable to its Preferred Interest Percentage (other than any capital contributions that are reimbursed under the DCAS Lease) and all distributions made by the Company to each such Member pursuant to -18- Section 5.01(c), Section 5.01(d) and Section 5.01(e) based on the actual date of capital contributions (or deemed capital contributions) and distributions. The IRR Return shall be calculated using the XIRR function provided in Microsoft Office Excel to compute internal rate of return. It is understood by the Members that the achievement of a particular IRR Return requires both a return of all capital contributions plus a cumulative return on such capital contributions at the applicable percentage IRR Return. 3.06 Capital Contributions in General. Except as otherwise expressly provided in this Agreement or as otherwise agreed to by all Members in writing (i) no Member may withdraw all or any portion of any contribution that such Member may have made to the capital of the Company without each other Member’s consent, (ii) no Member shall be entitled to receive interest on such Member’s contributions to the capital of the Company, and (iii) no Member shall be required or entitled to contribute additional capital to the Company. 3.07 Guaranties. (a) Required Guaranties. Any guaranty, indemnity or other similar undertaking required provided or to be provided by Pacific Oak or an Affiliate thereof (in such capacity, a “Guarantor”) pursuant to a Mortgage Loan Agreement is hereinafter referred to as a “Required Guaranty”. Guarantor shall not receive any fees or other compensation for making a Required Guaranty. (b) Guarantor Losses Caused by Invesco. All amounts paid or payable by Guarantor pursuant to a Required Guaranty as a result of any conduct or action that Invesco or its Affiliates which is a result of any gross negligence, fraud or intentional misconduct of Invesco or its Affiliates shall be funded solely by Invesco by reimbursing Guarantor in respect thereof or, if directed by Guarantor, by making such payment directly to the party to whom the guaranteed amount is payable. If and to the extent Invesco has failed to fully satisfy obligation under this Section 3.07(b) within fifteen (15) Business Days following the date Invesco is notified that Guarantor has made or is required to make payment under the applicable Required Guaranty, Pacific Oak may Pacific Oak may elect to fund all or any portion of such obligations, in which case such payment shall be treated as a Default Loan made by Pacific Oak. (c) Indemnification. The Company shall indemnify, defend and hold harmless each Guarantor for any and all losses suffered under any Required Guaranty, provided that no such indemnification shall be made (and Guarantor shall reimburse any funds advanced to it in connection with a defense of a claim and indemnify the Company and the other Member) to the extent a court of competent jurisdiction determines that such loss was a result of any conduct or action that such Guarantor or its Affiliates shall have taken in violation of this Agreement or which is a result of any gross negligence, fraud or intentional misconduct of such Guarantor or its Affiliates. -19- ARTICLE IV ALLOCATION OF PROFITS AND LOSSES 4.01 In General. (a) Net Profits and Net Losses shall be allocated among the Members in such a manner so as, to the maximum extent possible, to make each Member’s Capital Account as of the close of each year (increased by the Member’s share of “partnership minimum gain” as defined in Treasury Regulation Section 1.704-2(b)(2) and “partner nonrecourse debt minimum gain” as defined in Treasury Regulation Section 1.704-2(i)(5)) equal the amount that the Member would receive if, as of the close of such year, all the assets of the Company were sold for their Book Values (as determined immediately before such deemed sale), the proceeds were applied to pay all Company liabilities and the remaining net proceeds were distributed to the Members in accordance with Section 5.01, as then applicable at the time of such allocations. As used in this Agreement, the term “Interest” means in respect to any Member, all of such Member’s right, title and interest in and to the Net Profits, Net Losses, Net Cash, and capital of the Company, and any and all other interests therein (including any Preferred Interest Percentage and Common Interest Percentage owned by such Member) in accordance with the provisions of this Agreement and the Act. As used in this Agreement, the terms “Net Profits” and “Net Losses” mean, for each fiscal year or other period, an amount equal to the Company’s taxable income or loss, as the case may be, for such year or period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss and deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss) with the following adjustments: (i) any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Net Profits or Net Losses shall be added to such taxable income or loss; (ii) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704- 1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits or Net Losses shall be subtracted from such taxable income or loss; (iii) in the event the Book Value of any Company asset is adjusted in accordance with clauses (ii) or (iv) of the definition of “Book Value”, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Profits or Net Losses; (iv) any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property disposed of notwithstanding that the adjusted tax basis of such property differs from its book value; (v) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, whenever the Book Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of a Fiscal Year, depreciation, amortization or other cost recovery deductions -20- allowable with respect to an asset shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization or other cost recovery deduction for such year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income taxes of an asset at the beginning of a year is zero, depreciation, amortization or other cost recovery deductions shall be determined by reference to the beginning Book Value of such asset using any reasonable method selected by the Members; and (vi) any items which are specially allocated pursuant to Section 4.02 shall not be taken into account in computing Net Profits or Net Losses. (b) As used in this Agreement, the term “Book Value” means, with respect to any asset, the adjusted basis of that asset for federal income tax purposes, except as follows: (i) the initial Book Value of any asset contributed by a Member to the Company will be the fair market value of the asset on the date of the contribution, as reasonably determined by the Members; (ii) the Book Values of all assets will be adjusted to equal the respective fair market values of the assets, as reasonably determined by the Members, as of (1) the acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution, (2) the distribution by the Company to a Member of more than a de minimis amount of Company property as consideration for an interest in the Company if an adjustment is necessary or appropriate to reflect the relative economic interests of the Members in the Company, (3) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704- 1(b)(2)(ii)(g), (4) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company, and (5) the issuance by the Company of a non-compensatory option to acquire an interest in the Company; (iii) the Book Value of any asset distributed to any Member will be the gross fair market value of the asset on the date of distribution as reasonably determined by the Members; (iv) the Book Values of assets will be increased or decreased to reflect any adjustment to the adjusted basis of the assets under Code Section 734(b) or 743(b), but only to the extent that the adjustment is taken into account in determining Capital Accounts under Treasury Regulations Section 1.704-1(b)(2)(iv)(m), provided that Book Values will not be adjusted under this clause (iv) to the extent that the Members determine that an adjustment under clause (ii) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment under this clause (iv); and (v) after the Book Value of any asset has been determined or adjusted under clauses (i), (ii) or (iv) above, Book Value will be adjusted by the depreciation, amortization or other cost recovery deductions taken into account with respect to the asset for purposes of computing Net Profits or Net Losses.

-21- (c) The Company shall maintain “Capital Accounts” for each Member in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv). The Company shall make all adjustments required under Treasury Regulation Section 1.704-1(b)(2)(iv), including the adjustments contained in Section 1.704-1(b)(2)(iv)(g), relating to Section 704(c) property as set forth in Section 4.03. As used in this Agreement, the term “Treasury Regulation” means any proposed, temporary, and/or final federal income tax regulation promulgated by the United States Department of the Treasury as heretofore and hereafter amended from time to time (and/or any corresponding provisions of any superseding revenue law and/or regulation). 4.02 Special Allocations. (a) Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, if there is a net decrease in “partnership minimum gain” (as defined in Treasury Regulation Section 1.704-2(b)(2)) for a Company taxable year, each Member shall be allocated, before any other allocation of Company items for the taxable year, items of gross income and gain for the year (and, if necessary, for subsequent years) in proportion to, and to the extent of, the amount of the Member’s share of the net decrease in minimum gain during the year. The income allocated under this Section 4.02(a) in any taxable year shall consist first of gains recognized from the disposition of property subject to one or more nonrecourse liabilities of the Company, and any remainder shall consist of a pro rata portion of other items of income or gain of the Company. The allocation otherwise required by this Section 4.02(a) shall not apply to a Member to the extent not required, as provided in Treasury Regulation Section 1.704-2(f)(2) through (5). (b) Qualified Income Offset. Notwithstanding any other provision of this Agreement, if a Member unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) that causes or increases an Adjusted Capital Account Deficit with respect to the Member, items of Company gross income and gain shall be specially allocated to the Member in an amount and manner sufficient to eliminate such Adjusted Capital Account Deficit as quickly as possible. (c) Gross Income Allocation. If at the end of any Company taxable year, a Member has an Adjusted Capital Account Deficit, the Member shall be specially allocated items of Company income or gain in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. (d) Nonrecourse Deductions. Any “nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(b)(1)) shall be allocated among the Members in accordance with their respective Interests. (e) Partner Nonrecourse Debt. Notwithstanding any other provision of this Agreement, any “partner nonrecourse deductions” (as defined in Treasury Regulation Section 1.704-2(i)(2)) shall be allocated to those Members that bear the economic risk of loss for the applicable partner nonrecourse debt, and among those Members in accordance with the ratios in which they share the economic risk, determined in accordance with Treasury Regulation Section 1.704-2(i). If there is a net decrease for a Company taxable year in any “partner nonrecourse debt minimum gain” (as defined in Treasury Regulation Section 1.704-2(i)(5)), each Member with a share of such partner nonrecourse debt minimum gain as of the beginning of such -22- year shall be allocated items of gross income and gain in the manner and to the extent provided in Treasury Regulation Section 1.704-2(i)(4). (f) Adjusted Capital Account Deficit. As used in this Agreement, “Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in the Member’s Capital Account as of the end of the relevant taxable year, after giving effect to the following adjustments: (i) crediting thereto (A) the amount of the Member’s shares of partnership minimum gain and partner nonrecourse debt minimum gain, and (B) the amount of Company liabilities allocated to the Member under Section 752 of the Code with respect to which the Member bears the economic risk of loss (as defined in Treasury Regulation Section 1.752-2(a)), to the extent such liabilities do not constitute partner nonrecourse debt under Treasury Regulation Section 1.752-2 and (ii) reduced by all reasonably expected adjustments, allocations and distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6). (g) Interpretation. The foregoing provisions of this Section 4.02 are intended to comply with Treasury Regulation Sections 1.704-1(b) and 1.704-2 and shall be interpreted consistently with this intention. Any terms used in such provisions that are not specifically defined in this Agreement shall have the meaning, if any, given such terms in the Treasury Regulations cited above. 4.03 Differing Tax Basis; Tax Allocation. (a) Except as otherwise provided in this Section 4.03, items of income, gain, loss and deduction of the Company to be allocated for income tax purposes shall be allocated among the Members on the same basis as the corresponding book items are allocated under Sections 4.01 and 4.02. (b) Depreciation and/or cost recovery deductions and gain or loss with respect to each item of property treated as contributed to the capital of the Company or revalued under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) shall be allocated among the Members for federal income tax purposes in accordance with the principles of Section 704(c) of the Code and the Treasury Regulations promulgated thereunder so as to take into account the variation, if any, between the adjusted tax basis of such property and its book value (as determined for purposes of the maintenance of Capital Accounts in accordance with this Agreement and Treasury Regulation Section 1.704-1(b)(2)(iv)(g)). For purposes of this Agreement, the term “Code” means the Internal Revenue Code of 1986, as heretofore and hereafter amended form time to time (and/or any corresponding provision of any superseding revenue laws). ARTICLE V DISTRIBUTION OF CASH FLOW 5.01 Distribution of Net Cash. Net Cash shall be distributed at such times as are determined by Managing Member, but no less often than quarterly, in the following order of priority; (a) First, to the Non-Defaulting Member until all Default Loans have been repaid in full (with payments to be applied first to accrued interest and then to outstanding principal); -23- (b) Second, to the repayment of accrued interest and then outstanding principal under all unrepaid Member Loans (if any); (c) Third, ninety percent (90%) to Pacific Oak and ten percent (10%) to Invesco, until Pacific Oak has received from and after the Effective Date an IRR Return of ten percent (10%); (d) Fourth, seventy-five percent (75%) to Pacific Oak and twenty five percent (25%) to Invesco, until Pacific Oak has received from and after the Effective Date an IRR Return of fifteen percent (15%); and (e) Fifth, sixty percent (60%) to Pacific Oak and forty percent (40%) to Invesco; provided, however, that notwithstanding the foregoing, once Invesco has received distributions of Net Cash hereunder in an aggregate amount of cash equal to its initial deemed capital contribution plus an IRR Return of seven percent (7.0%) (such event being hereinafter referred to as the “Redemption Trigger Event”), (i) all further distributions of Net Cash shall thereafter be made one hundred percent (100%) to the holders of the Common Interest Percentages in proportion to their respective Common Interest Percentages (i.e., 100% to Pacific Oak), and (ii) Invesco’s Interest shall be redeemed pursuant to the provisions of Section 7.02 below so that Pacific Oak shall become the sole Member of the Company and the sole holder of the Preferred Interest Percentages and the Common Interest Percentages. 5.02 Limitation on Distributions. Notwithstanding any other provision contained in this Agreement, the Company shall not make any distributions of Net Cash (or other proceeds) to any Member if such distribution would violate the Act or other applicable law. 5.03 In-Kind Distribution. Assets of the Company (other than cash) shall not be distributed in kind to the Members without the prior approval of the Members. In the event of any distribution of real property in kind, each Member hereby waives any right of partition in respect thereof. 5.04 Withholding; Withholding Advances. (a) Withholding Certificates. Each Member shall furnish to the Company from time to time all such information as is required by applicable law or otherwise reasonably requested by the Company (including certificates in the form prescribed by the Code or Treasury Regulations or applicable state, local or foreign laws) to permit the Company to ascertain whether and in what amount withholding is required in respect of such Member. (b) Authorization to Withhold. The Company is hereby authorized at all times to withhold tax and/or make payments with respect to a Member (“Withholding Advances”) to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any distribution, payment, allocation by the Company of income or gain, or other amount to a Member (including any payments made pursuant to Code Section 6225 that are allocable to a Member), in each case as determined in the sole discretion of the Partnership Representative, as applicable and to withhold the same from distributions to such Member. Any funds withheld from a distribution -24- by reason of this Section 5.04(b) will be treated as being distributed to the applicable Member in question for all purposes under this Agreement and, as such, will be charged against the Member’s Capital Account. (c) Treatment of Repayment of Withholding Advances. Any Withholding Advance made by the Company to a Taxing Authority on behalf of a Member and not simultaneously withheld from a distribution to that Member will be treated for all purposes under this Agreement as if such amount had been distributed to such Member under Section 5.01, and will reduce the amount otherwise distributable to such Member pursuant to Section 5.01. If the amount of the Withholding Advance to a Member exceeds the amount otherwise distributable to that Member, then this excess amount will be treated as an advance to such Member made as of the date of payment to the applicable Taxing Authority. Amounts treated as advanced to any Member pursuant to this Section 5.04(c) shall, with interest thereon accruing from the date of advancement at a rate equal to the prime rate published in the Wall Street Journal on the date of advancement plus two percent (2.0%) per annum (the “Company Interest Rate”), be promptly repaid within fifteen (15) days after the Company gives notice to such Member making demand therefor; or with the consent of the Managing Member, be repaid by reducing the amount of the next succeeding distribution or distributions to be made to such Member (which reduction amount shall be deemed to have been distributed to the Member, but which shall not further reduce the Member’s Capital Account if the Managing Member shall have initially charged the amount of the Withholding Advance to the Capital Account). The Company may collect any unpaid Withholding Advances to a Member from any distributions, including under Section 5.01, that would otherwise be made to such Member. Interest shall cease to accrue from the time the Member on whose behalf the Withholding Advance was made repays such Withholding Advance (and all accrued interest) by either method of repayment described above. (d) Indemnification. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes, interest or penalties that may be asserted by reason of the Company’s failure to deduct and withhold tax on amounts distributable or allocable to such Member. Any amount payable as indemnity hereunder by any Member will be paid promptly to the Company, and if not so paid, the Company will be entitled to retain any distributions or other payments due to such Member for all such amounts. The amount payable as indemnity hereunder will bear interest commencing on the date on which the amount giving rise to the indemnity was paid by the Company or the Member at an annual rate equal to the Company Interest Rate. (e) Survival. The provisions of this Section 5.04 and the obligations of a Member pursuant to this Section 5.04 shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of such Member from the Company or transfer of its interest in the Company. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 5.04, including bringing a lawsuit to collect repayment with interest of any Withholding Advances. (f) Overwithholding. None of the Company, the Managing Member or the Partnership Representative shall be liable for any excess amount withheld in respect of any distribution, other payment, or allocation of income or gain to a Member. In the event of an

-25- overwithholding, a Member’s sole recourse shall be to apply for a refund from the appropriate Taxing Authority. (g) Imputed Underpayment Amounts. Any Imputed Underpayment Amount (defined below) shall be treated as if it were paid by the Company as a Withholding Advance with respect to the appropriate Members. The Partnership Representative shall reasonably determine the portion of an Imputed Underpayment Amount attributable to each Member or former Member. The portion of the Imputed Underpayment Amount that the Partnership Representative attributes to a Member shall be treated as a Withholding Advance with respect to such Member. The portion of the Imputed Underpayment Amount that the Partnership Representative attributes to a former Member of the Company shall be treated as a Withholding Advance with respect to both such former Member and such former Member’s transferee(s) or assignee(s), as applicable, and the Partnership Representative may in its discretion exercise the Company’s rights pursuant to this Section 5.04 in respect of either or both of the former Member and its transferee or assignee. The term “Imputed Underpayment Amount” means (i) any “imputed underpayment” within the meaning of Section 6225 of the Code (and any Treasury Regulations promulgated thereunder and with respect thereto), and under any comparable provision of state or local law, paid (or payable) by the Company as a result of an adjustment with respect to any item of Company income, loss, gain, deduction or credit, including any interest or penalties with respect to any such adjustment, (ii) any amount not described in clause (i) (including any interest, penalties or additions to tax with respect to such amounts) paid (or payable) by the Company as a result of the application of the provisions of Code Sections 6221-6241 (or any corresponding or similar provision of U.S. federal, state, local or foreign tax law), and (iii) any amount paid (or payable) by any entity treated as a partnership for U.S. federal income tax purposes in which the Company holds (or has held) a direct or indirect interest other than through entities treated as corporations for U.S. federal income tax purposes to the extent that the Company bears the economic burden of such amounts, whether by law or agreement, as a result of the application of the provisions of Code Sections 6221-6241 (or any corresponding or similar provision of U.S. federal, state, local or foreign tax law), including any interest, penalties or additions to tax with respect to such amounts. ARTICLE VI RESTRICTIONS ON TRANSFERS OF COMPANY INTERESTS 6.01 Limitations on Transfer. Except as set forth in Section 6.02, no Member shall be entitled to sell, exchange, assign, transfer or otherwise dispose of, pledge, hypothecate, encumber or otherwise grant a security interest in, directly or indirectly (collectively, a “Transfer”), all or any part of such Member’s Interest, without the prior written consent of the non-transferring Members (which consent may be withheld in such Member’s sole and absolute discretion). Any attempted Transfer in violation of the restrictions set forth in this Article VI shall be null and void ab initio and of no force or effect. Each Member shall indemnify, defend and hold the other Members and the Company harmless from and against any and all costs, expenses and losses associated with any Transfer in violation of the restrictions set forth in this Article VI, including without limitation any transfer taxes and any increase in real estate or other taxes incurred as a result of such transfer. 6.02 Permitted Transfers. Any Member and/or any direct or indirect constituent owner of any Member may transfer all or any portion of such Member’s Interest and/or such constituent -26- owner’s direct or indirect ownership interest in such Member as follows (each a “Permitted Transfer”) to a person or entity described below (a “Permitted Transferee”) without complying with the provisions of Section 6.01. If and to the extent that a Member has Transferred its Interest to a Permitted Transferee, all references to such Member shall from and after the date of such Transfer be deemed to refer to such Permitted Transferee to the extent of the transferred Interest, as the context may require; provided, however, that the Transferring Member shall have the exclusive right to exercise rights (including, without limitation, voting and approval rights) on behalf of itself and its Permitted Transferee (unless the Permitted Transferee has acquired 100% of the transferring Member’s interests). (a) Transfer Between Members. Notwithstanding anything stated to the contrary in this Agreement, any Member may sell, assign or otherwise transfer all or any part of its Interest to any other Member on such terms as are agreed to by both Members. (b) Pacific Oak Indirect Transfers. Notwithstanding anything stated to the contrary in this Article VI or elsewhere in the Agreement, any Transfer of equity interests or other interests in Pacific Oak, or in any of the direct or indirect owners of Pacific Oak (including, without limitation, Pacific Oak SOR Acquisition XXV, LLC, Pacific Oak SOR Properties, LLC, Pacific Oak Strategic Opportunity Limited Partnership or Pacific Oak Strategic Opportunity REIT, Inc.) shall not be prohibited (and shall be expressly permitted) provided that Pacific Oak Strategic Opportunity REIT, Inc. continues to own, either directly or indirectly, at least fifty-one percent (51%) of the ownership interests in Pacific Oak. (c) Pacific Oak Direct Transfers. Pacific Oak shall have the right to Transfer all or any portion of its Interest to (a) a Pacific Oak Affiliate (defined below) without Invesco’s approval and (b) another entity that is not a Pacific Oak Affiliate with Managing Member’s approval, which approval may be withheld in Invesco’s reasonable discretion. A “Pacific Oak Affiliate” is any entity in which at least fifty-one percent (51%) of the ownership interests is owned, directly or indirectly, through one or more intermediaries, by Pacific Oak Strategic Opportunity REIT, Inc. (d) Invesco Indirect Transfers. Notwithstanding anything stated to the contrary in this Article VI or elsewhere in the Agreement, any Transfer of equity interests or other interests in Invesco, or in any of the direct or indirect owners of Invesco shall not be prohibited (and shall be expressly permitted) provided that Invesco Investments continues to own, either directly or indirectly, at least fifty-one percent (51%) of the ownership interests in Invesco. (e) Invesco Direct Transfers. Invesco shall have the right to Transfer all or any portion its Interest to (a) an Invesco Affiliate (defined below) without Pacific Oak’s approval and (b) another entity that is not an Invesco Affiliate with Pacific Oak’s approval, which approval may be withheld in Pacific Oak’s reasonable discretion. An “Invesco Affiliate” is any entity in which at least fifty-one percent (51%) of the ownership interests is owned, directly or indirectly, through one or more intermediaries, by Invesco Investments. In the event of any Permitted Transfer, any such Permitted Transferee shall receive and hold such Interest, such ownership interest or portion thereof subject to the terms of this Agreement and to the obligations hereunder of the transferor and there shall be no further transfer of such -27- Interest, such ownership interest or portion thereof except to a person or entity to whom such Permitted Transferee could have transferred such Interest, such ownership interest or portion thereof in accordance with this Section 6.02 had such Permitted Transferee originally been a Member or a constituent owner of a Member as of the Effective Date or otherwise in accordance with the terms of this Agreement. Notwithstanding any provision of this Agreement to the contrary, no Member and/or any direct or indirect constituent owner of any Member shall transfer all or any portion of such Member’s Interest or permit the transfer of any direct or indirect ownership interest in such Member if such transfer would (i) be a default under the Mortgage Loan or any refinance thereof, (ii) cause a tax termination of the Company under Section 708 of the Code that has any adverse effect on any Member or (iii) adversely affect the Company’s status as a partnership for income tax purposes. Any real property transfer tax associated with the Project that is incurred as a result of one or more Transfers by a Member shall be borne by the Members in accordance with their Transfer Tax Percentages. The “Transfer Tax Percentage” with respect to any Member shall be the percentage equivalent of a fraction, the numerator of which is the aggregate Interest (expressed as a percentage) transferred by such Member as of the date any transfer taxes are imposed as a result of one or more Transfers and the denominator of which is the aggregate Interests (expressed as a percentage) transferred by all of the Members. 6.03 Admission of Substituted Members. If any Member transfers such Member’s Interest to a transferee in accordance with Sections 6.01 or 6.02, then such transferee shall only be entitled to be admitted into the Company as a substituted Member if (i) the Members approve such admission in writing and this Agreement is amended to reflect such admission; (ii) the non- transferring Member approves the form and content of the instrument of transfer; (iii) the transferor and transferee named therein execute and acknowledge such other instruments as the non-transferring Member may deem reasonably necessary to effectuate such admission; (iv) the transferee in writing accepts and adopts all of the terms and conditions of this Agreement, as the same may have been amended; (v) the transferor pays, as the non-transferring Member may reasonably determine, all reasonable expenses incurred in connection with such admission, including, without limitation, legal fees and costs; and (vi) to the extent required the lender under the Mortgage Loan or any refinance has consented to such transfer. To the maximum extent permitted by applicable law, any transferee of an Interest who does not become a substituted Member shall have no right to require any information or account of the Company’s transactions, to inspect the Company books, or to vote on any of the matters as to which a Member would be entitled to vote under this Agreement. Any such transferee shall only be entitled to share in such Net Profits and Net Losses, to receive such distributions, and to receive such allocations of income, gain, loss, deduction or credit or similar items to which the transferor was entitled, to the extent transferred. A Member that transfers such Member’s Interest pursuant to Section 6.02 shall not cease to be a Member of the Company until the admission of the transferee as a substituted Member in accordance with this Agreement and, except as provided in the preceding sentence, shall continue to be entitled to exercise, and shall continue to be subject to, all of the other rights, duties and obligations of such Member under this Agreement. 6.04 Election; Allocations Between Transferor and Transferee. Upon the transfer of the Interest of any Member or the distribution of any property of the Company to a Member, the Company shall file, in the reasonable discretion of the Members, an election in accordance with applicable Treasury Regulations, to cause the basis of the Company property to be adjusted for federal income tax purposes as provided by Sections 734 and 743 of the Code. Upon the transfer -28- of all or any part of the Interest of a Member as hereinabove provided, Net Profits and Net Losses shall be allocated between the transferor and transferee on the basis of a computation method that is in conformity with the methods prescribed by Section 706 of the Code and Treasury Regulation Section 1.706-1(c)(2) and approved by the Members affected by the method. 6.05 Waiver of Withdrawal and Purchase Rights. In accordance with the Act, each Member acknowledges and agrees that such Member may not voluntarily withdraw, resign or retire from the Company without the prior written consent of each other Member, which consent may be withheld in each such other Member’s sole and absolute discretion. Each Member further acknowledges and agrees that such Member shall not be entitled to receive the fair market value of such Member’s Interest pursuant to the Act. ARTICLE VII ELECTIVE SALE 7.01 Elective Sale of the Project. (a) At any time after the earlier of (i) the occurrence of an Event of Default or (ii) forty-two months (42) months after the Effective Date, either Invesco or Managing Member (if an Event of Default has not occurred) (the “Electing Sale Member”) shall have the continuing right upon notice to the other Member (the “Non-Electing Sale Member”) to solicit offers from third parties to sell the Project; provided that prior to soliciting any such offers or upon receipt of an unsolicited offer that the Electing Sale Member desires the Company accept, the Electing Sale Member shall provide written notice to the Non-Electing Sale Member (a “Sale Notice”) of its intent to solicit offers for the Project. The Sale Notice shall set forth the proposed sales price of the Project (the “Proposed Project Value”). For sixty (60) days following receipt of a Sale Notice, the Non-Electing Sale Member may elect to buy the Electing Sale Member’s Interest (a “Purchase Election”) in lieu of selling the Project by delivery of written notice thereof to Electing Sale Member (the “Purchase Election Notice”). If a Purchase Election is made the purchase price (the “Purchase Price”) for the Electing Sale Member’s Interest shall be the amount the Electing Sale Member would receive (net of reasonable and customary closing costs) if the Project were to be sold for the Proposed Project Value and the proceeds of such deemed sale were distributed upon a liquidation of the Company pursuant to Section 8.02. The closing of the purchase and sale of the Electing Sale Member’s Interest shall take place on a date agreed upon by the Electing Sale Member and the purchaser of such interest, which date may not be later than ninety (90) days following the date of the Purchase Election (the “Purchase Closing Date”). To be effective, the Purchase Election Notice must be accompanied by the deposit, in escrow with Commonwealth Land Title Insurance Company or Chicago Title Insurance Company, of a non-refundable (but applicable to the purchase price) cash deposit (the “Member Deposit”) equal to five percent (5%) of the product of (x) the Preferred Interest Percentage of the Electing Sale Member times (y) the Proposed Project Value. The closing of the purchase and sale of the Electing Sale Member’s Interest pursuant to the terms of this Section 7.01(a) shall be held on the Purchase Closing Date, at the office of the Company, or at such other location as the parties shall find mutually agreeable. At the closing: (A) the Electing Sale Member shall receive, by wire transfer of immediately available federal funds to an account designated by the Electing Sale Member, an amount equal to the Purchase Price; (B) the Electing Sale Member shall deliver to the Non-Electing Sale Member a duly executed and acknowledged instrument assigning to the Non-Electing Sale Member the

-29- Electing Sale Member’s Interest, which assignment shall be accompanied by such other documents and instruments, including, without limitation, corporate resolutions, as may be reasonably requested by the Non-Electing Sale Member or the Company in the exercise of their reasonable judgment or other documents requested by any title company; (C) the Non-Electing Sale Member shall deliver to the Electing Sale Member a duly executed and acknowledged instrument assuming the Electing Sale Member’s Interest and releasing Electing Sale Member from all claims pertaining to the Interests or the Company other than claims for breach of the representations and warranties of the Electing Sale Member described in the following sentence or a breach of any of the assignment documents executed by the Electing Sale Member and delivered to the Non-Electing Sale Member in connection with the transfer contemplated in this Section; (D) on the effective date of such assignment, the Company shall deliver a release to the Electing Sale Member releasing the Electing Sale Member from all liabilities and obligations of the Company arising from and after the date of such assignment; and (E) the Company shall use good faith commercially reasonable efforts to cause the Electing Sale Member or its Affiliates to be released from any liabilities under any guaranties for the benefit of the Company executed by the Electing Sale Member or its Affiliates, and if the beneficiaries of any such guaranty will not agree to such a release, the Non-Electing Sale Member shall indemnify and hold harmless the Electing Sale Member or its Affiliates who are guarantors of such liabilities in a form reasonably acceptable to Electing Sale Member. If the Non-Electing Sale Member is (i) Pacific Oak then Pacific Oak shall cause Pacific Oak SOR Properties, LLC (the “Pacific Oak Credit Party”) to guaranty the indemnification obligation in the prior sentence or (ii) Invesco then Invesco shall cause Invesco Investments (the “Invesco Credit Party”) to guaranty the indemnification obligation in the prior sentence; in each case as evidenced by each credit party’s execution of this Agreement. Such assignment shall be free and clear of all liens and encumbrances, and the Electing Sale Member shall deliver a written representation and warranty to such effect at the closing, which representation and warranty shall survive for a period of six (6) months following the closing. Each Member shall pay its legal fees in connection with the conveyance of the Interest pursuant to this Section, and all other costs and expenses (including, without limitation, transfer taxes) shall be shared by the Members in accordance with their Interests. In the event that the Non-Electing Sale Member defaults in its obligation to purchase the Electing Sale Member’s Interests pursuant to this Section 7.01 (a “Purchase Default Event”), (1) the Non-Electing Sale Member shall not be entitled to exercise the right to initiate the provisions of this Section 7.01 for a period of one (1) year from the date on which the closing was scheduled to occur, (2) the Member Deposit shall be forfeited by the Non-Electing Sale Member, and (3) the Electing Sale Member shall be thereafter be entitled to sell the Project without further restriction. (b) If a Purchase Election is not timely made or a Purchase Default Event has occurred, the Electing Sale Member shall have the right to retain brokers on behalf of the Company and to advertise the Project for sale and to cause the Company to sell the Project so long as such sale is consummated within one hundred eighty (180) days of the end of the sixty (60) day period for the Purchase Election. Electing Sale Member shall keep the Non-Electing Sale Member informed of the progress of the sale of the Project. The Non-Electing Sale Member shall cooperate with the Electing Sale Member in connection with the sale of the Project and shall execute such documents (in its capacity as a Member in the Company, and/or as Managing Member or Co- Managing Member, as applicable) as may be reasonably required to effectuate the sale of the Project; provided that the Non-Electing Sale Member shall not be exposed to any personal liability. Managing Member hereby irrevocably constitutes and appoints the Electing Sale Member (if the -30- Electing Sale Member is not Managing Member) as its agent and attorney-in-fact, coupled with an interest, for the purpose of executing and delivering any documents required to be executed and delivered by the Electing Sale Member pursuant to this Section 7.01 in the event Managing Member fails or refuses to execute the same upon the request of Electing Sale Member. (c) Notwithstanding the foregoing and provided that a Purchase Default Event has not occurred, if as a result of the Electing Sale Member’s marketing efforts, the Electing Sale Member receives a bona fide offer from a third party purchaser and desires to sell the Project in a sale that will result in (i) a purchase price that is less than ninety-five percent (95%) of the Proposed Project Value, or (ii) the Non-Electing Sale Member receiving less than it would have received (net of reasonable and customary closing costs) under this Agreement upon a liquidation of the Company pursuant to Section 8.02 had the Project been sold for ninety-five percent (95%) of the Proposed Project Value, the Electing Sale Member shall deliver a revised Sale Notice to the Non-Electing Sale Member, which shall set forth the new proposed sales price for the Project, and the Non-Electing Sale Member shall have thirty (30) days following receipt of the revised Sale Notice to make a Purchase Election in the manner described in Section 7.01(a) above in lieu of having the Project sold. If a Purchase Election with respect to the revised Sale Notice is not timely made, the Electing Sale Member shall have the right to cause the Company to sell the Project pursuant to Section 7.01(b). If a Purchase Election is timely made with respect to the revised Sale Notice, the Members shall follow the procedures set forth in Section 7.01(a) above; provided, however, that references to Proposed Project Value shall instead refer to the Proposed Project Value set forth in the revised Sale Notice. If a Purchase Election is timely made and a Purchase Default Event occurs, (1) the Non-Electing Sale Member shall not be entitled to exercise the right to initiate the provisions of this Section 7.01 for a period of one (1) year from the date on which the closing was scheduled to occur, (2) the Electing Sale Member shall be entitled to retain the Member Deposit, and (3) Electing Sale Member shall be thereafter be entitled to sell the Project without further restriction. 7.02 Redemption. At any time after the Redemption Trigger Event, the Company shall have the right, by written notice to Invesco, to require Invesco to assign to the Company for $1.00 Invesco’s entire interest in the Company pursuant to a redemption agreement substantially in the form of Exhibit C attached hereto. ARTICLE VIII DISSOLUTION AND WINDING UP OF THE COMPANY 8.01 Events Causing Dissolution of the Company. Upon any Member’s bankruptcy, retirement, resignation, expulsion or other cessation to serve or the admission of any new member into the Company, the Company shall not dissolve, but the business of the Company shall continue without interruption and without any break in continuity. The Company shall be dissolved and its affairs wound up upon the first to occur of: (i) the expiration of the term of the Company unless such term has been extended by the Members; (ii) the sale, transfer or other disposition by the Company of all or substantially all of its assets and the collection by the Company of any and all Net Cash derived therefrom; (iii) the agreement of the Members to dissolve the Company; or (iv) the entry of a decree of judicial dissolution pursuant to the Act. -31- 8.02 Winding Up of the Company. Upon the Liquidation of the Company caused by other than the termination of the Company under Code Section 708(b)(1)(B) (in which latter case the Company shall remain in existence in accordance with the provisions of such Section of the Code), the Members shall proceed to the winding up of the affairs of the Company. During such winding up process, the Net Profits, Net Losses and Net Cash distributions shall continue to be shared by the Members in accordance with this Agreement. The assets shall be liquidated as promptly as consistent with obtaining a fair value therefor, and the proceeds therefrom, to the extent available, shall be applied and distributed by the Company on or before the end of the taxable year of such Liquidation or, if later, within ninety (90) days after such Liquidation, in the following order: (i) first, to creditors of the Company (including Members who are creditors in the order of priority as provided by law including, without limitation, any Members that have made Member Loans and Default Loans); (ii) second, to the setting up of any reserves which the Members determine, in their reasonable discretion, are necessary for any contingent, conditional or unmatured liabilities or obligations of the Company (which shall be distributed at such time as is determined in the reasonable discretion of the Members); and (iii) the balance, if any, to the Members in accordance with the distribution schedule of Section 5.01. Such distribution shall be made by the date specified in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). As used in this Agreement, the term “Liquidation” means (i) in respect to the Company the earlier of the date upon which the Company is terminated under Code Section 708(b)(1) or the date upon which the Company ceases to be a going concern (even though it may continue in existence for the purpose of winding up its affairs, paying its debts and distributing any remaining balance to its Members), and (ii) in respect to a Member wherein the Company is not in Liquidation, means the liquidation of a Member’s interest in the Company under Treasury Regulation Section 1.761-1(d). 8.03 Negative Capital Account Restoration. No Member shall have any obligation whatsoever upon the Liquidation of such Member’s Interest, the Liquidation of the Company or in any other event, to contribute all or any portion of any negative balance standing in such Member’s Capital Account to the Company, to each other Member or to any other person or entity. ARTICLE IX BOOKS AND RECORDS 9.01 Books of Account and Bank Accounts. The fiscal year and taxable year of the Company shall be the year ending December 31. Managing Member shall: (x) maintain or cause to be maintained all of the books and records of the Company, in all material respects, in accordance with the standards of the industry using the income tax basis, consistently applied (provided that monthly reporting shall be on an accrual basis and balance sheets shall be on a cost basis); (y) provide or cause to be provided operating reports and financial statements to each other Member no less frequently than once each month summarizing the operating activities of the Company during the immediately preceding calendar month, any material deviations from the Business Plan or the Annual Budget during such preceding calendar month, and such other information as is reasonably requested by any Member, all within twenty (20) days after the end of such preceding calendar month; and (z) on a quarterly basis by the end of such quarter, deliver to the Members estimated quarterly taxable income of the Company and such additional financial statements, reports and other information as any Member may reasonably request; it being understood by the Members that the information provided pursuant to this clause (z) will reflect unaudited estimates. During normal business hours at the Project or the offices of Managing -32- Member, on not less than three (3) Business Days prior notice, all of the following shall be made available for inspection and copying by all of the Members at their own expense for any purpose reasonably related to each such Member’s Interest: (i) all books and records relating to the business and financial condition of the Company, (ii) a current list of the name and last known business, residence or mailing address of each Member, (iii) a copy of this Agreement, the Certificate of Formation and all amendments thereto, together with executed copies of any written powers-of-attorney pursuant to which this Agreement, the Certificate of Formation and all amendments thereto have been executed, (iv) the amount of cash and a description and statement of the agreed value of any other property or services contributed by each Member to the capital of the Company and which each Member has agreed to contribute in the future, and (v) the date upon which each Member became a Member of the Company. Upon not less than three (3) Business Days prior notice, Managing Member shall cooperate with any Member that requests, at such Member’s sole cost and expense, and not more than one (1) time in each calendar year, to conduct an independent audit of the Company. 9.02 Tax Returns. Managing Member shall cause to be prepared and timely filed and distributed to each Member, at the expense of the Company (and prepared by an accounting firm approved by the Members), all required federal and state Company tax returns, which shall be delivered to the Members by no later than March 15 each year; provided however, in the event that it is not possible for Managing Member to have such materials by said date using best efforts to meet the deadline, Managing Member shall: (i) deliver estimated drafts of such information to the other Members by no later than March 15; (ii) notify the other Members by March 15 that final versions of such materials will not be available; and (iii) deliver all such information to the other Members by June 30 of said year. Managing Member shall not file any tax return on behalf of the Company without the prior written approval of the Members; provided that if any Member shall not respond to a written request to approve a tax return within fifteen (15) days such Member shall be deemed to have approved such tax return. 9.03 Tax Audits. (a) Managing Member is hereby designated as the “Partnership Representative” of the Company as determined in accordance with the provisions of Section 6231(a)(7) of the Code and the Treasury Regulations promulgated thereunder. With respect to any period in which any other non-individual is the Partnership Representative, the Managing Member shall appoint an individual (the “Designated Individual”) through whom the Partnership Representative will act for all purposes of the Code. All references to the Partnership Representative herein will include any actions by the Designated Individual on behalf of the Partnership Representative and the Company in that person’s capacity as Designated Individual. Each Member hereby agrees to these designations of Partnership Representative and Designated Individual and will take all actions as are necessary or convenient to effect the appointment of a Partnership Representative and Designated Individual that has been selected in accordance with this Section 9.03(a). The Partnership Representative and the Designated Individual may expend Company funds for professional services and costs associated with their respective roles as such. Any direct or indirect reasonable costs and expenses incurred by the Partnership Representative or the Designated Individual, acting in the capacity as such, will be deemed costs and expenses of the Company and the Company shall reimburse the Partnership Representative or the Designated Individual (as applicable) for such amounts.

-33- (b) The Partnership Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by a Taxing Authority, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. Each Member agrees that such Member will not independently act with respect to tax audits or tax litigation of the Company, unless previously authorized to do so in writing by the Partnership Representative, which authorization may be withheld by the Partnership Representative in its sole and absolute discretion. The Partnership Representative shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority. The Company and its Members shall be bound by the actions taken by the Partnership Representative. The Partnership Representative shall keep the Members reasonably informed of all significant matters that come to its attention in its capacity as Partnership Representative. (c) Each Member shall, promptly upon request by the Partnership Representative, provide to the Company duly completed and executed documentation and other documents, information, and instruments, tax identification numbers, and self-certifications that the Partnership Representative, using good faith discretion, determines is necessary in order for the Company to (i) comply with the requirements imposed on the Company by any such tax law or regulation (including to determine the application of Sections 6221-6241 of the Code to the Company or make any tax election), or (ii) avoid, mitigate, reduce, or exempt the Company from the application of liability or other obligation under, or to enable the Company to elect not to have apply to it, any documentation, information collection, reporting, payment or withholding liability, or obligation imposed on the Company by any such tax law or regulation (including with respect to modifying an imputed underpayment under Code Section 6225(c)). In the case of a Member that is (or becomes) treated as a partnership, S corporation, trust, or other fiscally transparent entity or that is (or becomes) treated as an intermediary with respect to direct or indirect holders of interests in such Member for purposes of any such tax law or regulation, the obligation of such Member under the immediately preceding sentence will include providing such documentation and other documents, information, and instruments with respect to the direct or indirect holders of interests in such Member. Each Member shall take any action reasonably requested by the Company in connection with an election by the Company under Section 6221(b) or 6226 of the Code, or an audit or a final adjustment of the Company by a taxing authority (including promptly filing amended tax returns and promptly paying any related taxes, including penalties and interest). (d) Notwithstanding anything in this Agreement to the contrary, each Member will be liable for and, promptly upon demand by the Partnership Representative, pay to the Company (i) such Member’s share of any tax deficiency paid or payable by the Company that is allocable to the Member as reasonably determined by a certified public accountant engaged by the Partnership Representative (on behalf of the Company) (including without limitation such Member’s share of any Imputed Underpayment Amount) and (ii) any interest and penalties relating thereto. (e) The Members acknowledge that the Company may elect the application of Section 6226 of the Code for any taxable year. This acknowledgement applies to each Member whether or not the Member owns any Interest in both the reviewed year and the year of the tax adjustment. If the Company elects the application of Section 6226 of the Code, the Members shall -34- take into account and report to the IRS (or any other applicable taxing authority) any adjustment to their tax items for the reviewed year of which they are notified by the Company in a written statement, in the manner provided in Section 6226(b), whether or not the Member owns any interest in the Company at such time. Any Member that fails to report its share of such adjustments on its tax return shall indemnify and hold harmless the Company, the Managing Member, the Partnership Representative, and each of their Affiliates from and against any and all liabilities related to taxes (including penalties and interest) imposed on the Company as a result of the Member’s inaction. In addition, each Member shall indemnify and hold the Company, the Managing Member, the Partnership Representative, and each of their Affiliates harmless from and against any and all liabilities related to taxes (including penalties and interest) imposed on the Company (i) pursuant to Section 6221 of the Code, which liabilities relate to adjustments that would have been made to the tax items allocated to such Member had such adjustments been made for a tax year beginning prior to January 1, 2018 (and assuming that the Company had not made an election to have Section 6221 of the Code apply for such earlier tax years) and (ii) resulting from or attributable to such Member’s failure to comply with this Section 9.03. Each Member acknowledges and agrees that no Member shall have any claim against the Company, the Managing Member, the Partnership Representative, the Designated Individual, or any of their Affiliates for any tax, penalties or interest resulting from the Company’s election under Section 6226 of the Code. ARTICLE X MISCELLANEOUS 10.01 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be delivered or sent, as the case may be, by any of the following methods: (i) personal delivery, (ii) overnight commercial carrier, (iii) certified mail, postage prepaid, return receipt requested, or (iv) email. Any such notice or other communication shall be deemed received and effective upon the date of acceptance or rejection of delivery. Any notice or other communication sent by email must be confirmed within two (2) days by letter mailed or delivered in accordance with the foregoing. Any reference herein to the date of receipt, delivery, or giving, or effective date, as the case may be, of any notice or communication shall refer to the date such communication becomes effective under the terms of this Section 10.01. Any such notice or other communication so delivered shall be addressed to the party to be served at the address for such party set forth on Exhibit A attached hereto. Such addresses may be changed by giving written notice to the other parties in the manner set forth in this Section 10.01. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of notice or other communication sent. 10.02 Construction of Agreement. This Agreement contains the entire understanding between the parties hereto and supersedes any prior or contemporaneous understanding, correspondence, negotiations or agreements between them, in each case respecting the within subject matter. No alteration, modification or interpretation hereof and no agreement between the Members shall be binding unless in writing signed by all of the Members (and the Pacific Oak Credit Party and the Invesco Credit Party, as applicable, if such modification would affect such credit party’s obligations under this Agreement). The Article and Section headings of this Agreement are used herein for reference purposes only and shall not govern, limit, or be used in construing this Agreement or any provision hereof. Any Annex, Schedule or Exhibit attached -35- hereto is incorporated herein by this reference and expressly made a part of this Agreement for all purposes. “Business Day” means a day other than any day on which banks are authorized or obligated by law or executive order to close in New York, New York. Time is of the essence of this Agreement. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, and all rights, duties, obligations and remedies shall be governed by the Act without regard to principles of conflict of laws. If any arbitration, action or suit is brought by any Member against any other Member that arises out of this Agreement, then the prevailing Member in such arbitration, action or suit shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing Member. Subject to the restrictions set forth in Articles VI and VII, and Section 10.04, this Agreement shall inure to the benefit of and shall bind the parties hereto and their respective personal representatives, successors, and permitted assigns. Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Members and their respective successors and permitted assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party, whomsoever, deemed to be a third-party beneficiary of this Agreement, except as otherwise expressly provided herein. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, but all of which shall constitute a single Agreement, binding on the parties hereto. Where the context so requires, the use of the neuter gender shall include the masculine and feminine genders, the masculine gender shall include the feminine and neuter genders, and the singular number shall include the plural and vice versa. The signature of any party hereto to any counterpart hereof delivered by any electronic means shall be deemed a signature to, and may be appended to, any other counterpart. Every provision of this Agreement is intended to be severable. Each Member acknowledges that (i) each Member is of equal bargaining strength; and (ii) each Member has actively participated in the drafting, preparation and negotiation of this Agreement; accordingly each Member hereby waives the application of any applicable law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party or parties drafting such agreement or document. 10.03 Partnership Intended Solely for Tax Purposes. The Members have formed the Company as a Delaware limited liability company under the Act, and do not intend to form a corporation or a general or limited partnership under Delaware or any other state law. The Members do not intend to be shareholders and/or partners to one another or to any third party. The Members intend the Company to be classified and treated as a partnership solely for federal and state income taxation purposes. Each Member agrees to act consistently with the foregoing provisions of this Section 10.03 for all purposes, including, without limitation, for purposes of reporting the transactions contemplated herein to the Internal Revenue Service and all state and local taxing authorities. 10.04 Investment Representations. Each Member agrees as follows with respect to investment representations: (a) Each Member understands: (i) That the Interests have not been registered under the Securities Act of 1933, 15 U.S.C. § 15b et seq., or any state securities laws (collectively, the “Securities Acts”) because the Company is issuing Interests in reliance upon the exemptions from the -36- registration requirements of the Securities Acts providing for issuance of securities not involving a public offering; (ii) That the Company has relied upon the representation made by each Member that such Member’s Interest is to be held by such Member for investment; and (iii) That exemption from registration under the Securities Acts would not be available if any Interest was acquired by a Member with a view to distribution. Each Member agrees that the Company is under no obligation to register the Interests or to assist the Members in complying with any exemption from registration under the Securities Acts if the Member should at a later date wish to dispose of such Member’s Interest. (b) Each Member hereby represents to the Company that such Member is acquiring such Member’s Interest for such Member’s own account, for investment and not with a view to the resale or distribution of such Interest (except for any transfers made in accordance with the provisions of Article VI). (c) Each Member recognizes that no public market exists with respect to the Interests and no representation has been made that such a public market will exist at a future date. (d) Each Member hereby represents that such Member has not received any advertisement or general solicitation with respect to the sale of the Interests. (e) Before acquiring any Interest, each Member has investigated the Company and its business and the Company has made available to each Member and his/her/its attorney, accountant, purchaser representative and/or tax adviser, if any (collectively, the “Advisers”), this Agreement and all information necessary for the Member to make an informed decision to acquire an Interest. Each Member, together with its Advisers, if any, considers itself to be a person possessing experience and sophistication as an investor adequate for the evaluation of the merits and risks of the Member’s investment in the Company. In making an investment decision, each Member, together with its Advisers, if any, has made an independent evaluation of the prospective investment in the Company, is relying on its own examination of the Company, this Agreement and the terms thereof, including the merits and risks involved, and is not relying on any advice, guidance or investigation by or from the Company, Managing Member or any Affiliate of the Company or Managing Member. (f) In evaluating the suitability of an investment in the Company, each Member has not relied upon any representation or information (oral or written) other than as stated in this Agreement. (g) Each Member understands the meaning and consequences of the representations, warranties and covenants made by such Member set forth herein and that the Company has relied upon such representations, warranties and covenants. Each Member hereby indemnifies, defends, protects and holds wholly free and harmless the Company and each other Member from and against any and all losses, damages, expenses or liabilities arising out of the breach and/or inaccuracy of any such representation, warranty and/or covenant. All representations, warranties and covenants contained herein and the indemnification contained in

-37- this Section 10.04(g) shall survive the execution of this Agreement, the formation of the Company, and the liquidation of the Company. 10.05 Counsel. The parties acknowledge that (a) the Company is not represented by separate counsel, Pacific Oak is represented by Sheppard Mullin Richter & Hampton LLP and Invesco is represented by Greenberg Traurig, LLP. 10.06 Outside Activities. No Member shall not have any obligations (fiduciary or otherwise) with respect to the Company or the other Members insofar as making other investment opportunities available to the Company or to the other Members. The Members may, notwithstanding the existence of this Agreement, engage in whatever activities they may choose, whether the same are competitive with the Company or otherwise, without having or incurring any obligation to offer any interest in such activities to the Company or to the other Members. Neither this Agreement nor any activities undertaken pursuant hereto shall prevent a Member from engaging in such activities. 10.07 Confidentiality. Each Member and its Affiliates shall keep confidential and shall not disclose, or permit the disclosure of, any information or materials relating to the Company and its investments and activities that are not generally known to the public or which the Members believe should remain confidential or are required by law or agreement to remain confidential; provided that a Member may disclose such confidential information to the extent (i) the disclosure of such information or materials is expressly required by court order, law or in any litigation or arbitration proceedings; (ii) the information or materials become publicly known other than through the actions or inactions of such Member or its Affiliates, employees, financial sources, representatives, agent, actual or potential permitted investors, permitted transferees or attorneys or violations of this Agreement or any other obligations of confidentiality of such Member; (iii) the disclosure of such information and materials by such Member is to its Affiliates, employees, financial sources, representatives, agents, actual or potential permitted investors, permitted transferees, accountants, financial advisors or attorneys; (iv) such other Member consents in writing to such disclosure; or (v) as may be necessary for such Member to satisfy its or any Affiliate’s REIT or SEC filing, disclosure, broker-dealer or reporting requirements. No Member shall have any liability under this Section 10.07 by reason of any confidential information becoming available by means beyond the reasonable control of such Member. Notwithstanding the foregoing, this Section 10.07 shall not prohibit Managing Member from disclosing information, in press releases or otherwise, related to the Company and its investments and activities as is reasonably required in connection with the performance by Managing Member of its duties (including marketing and leasing). 10.08 Waiver of Fiduciary Duties. To the extent that any fiduciary duties that may exist as a result of the relationship of the parties hereto (whether arising as a result of any such party’s capacity as a Member, Managing Member or a Partnership Representative) are inconsistent with, or would have the effect of expanding or modifying any of the terms of this Agreement, (A) the express terms of this Agreement shall control, (B) this Agreement shall be interpreted in accordance with general principles of contract interpretation without regard to the common law principles of agency and/or fiduciary duties, and (C) any liability of the parties shall be based solely on principles of contract law and the express terms of this Agreement. Each of the parties hereto further acknowledges and agrees that for the purposes of determining the nature and scope -38- of the duties of a Member, Managing Member or a Partnership Representative under this Agreement, the terms of this Agreement, and the duties and obligations set forth herein, are intended to satisfy all fiduciary duties that may exist as a result of the relationship between the parties (other than the duty of good faith and fair dealing implied under general contract principles, independent of the common law principles of agency and/or fiduciary duties). Accordingly, to the fullest extent permitted under applicable law, each of the parties hereby unconditionally and irrevocable waives and disclaims any fiduciary duties or other similar common law rights that are not expressly identified, described and set forth in this Agreement and thus unconditionally and irrevocable waives and disclaims any right to recover or obtain any monetary, equitable or other relief or remedies for any alleged breach or violation of all alleged fiduciary duties or other similar common law rights. 10.09 Pacific Oak Representations. (a) This Agreement has been duly authorized, executed and delivered by Pacific Oak and shall constitute the legal, valid and binding obligations of Pacific Oak, enforceable against it in accordance with its terms. (b) Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby, violate or conflict with, result in the breach or termination of, or constitute a default under, any provisions of any agreement, organizational or charter document, any note or instrument evidencing or securing indebtedness, or judicial order, judgment, injunction, law, rule or regulation to which Pacific Oak is a party or is subject or to which its assets or property are subject. (c) Neither Pacific Oak nor, to Pacific Oak’s knowledge, any persons having a direct or indirect beneficial interest in Pacific Oak (i) appears on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control in the United States Department of the Treasury (“OFAC”) or the Annex to United States Executive Order 132224- Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism, or (ii) is a prohibited party under the laws of the United States. The monies used to fund Pacific Oak’s investment in the Company are not invested for the benefit of, or related in any way to, the government of, or persons within, any country under a U.S. embargo enforced by OFAC. The monies used to fund Pacific Oak’s investment in the Company are not derived from or related to any illegal activities, including money laundering activities, and the proceeds from Pacific Oak’s investment in the Company shall not be used to finance any illegal activities. (d) The Company and each Subsidiary is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware and have all requisite power and authority to carry on its business as it has been and is currently conducted as of the date hereof. As of the date hereof, neither of the Subsidiaries nor the Company is in violation of any of the provisions of its organizational or governing documents. (e) To Pacific Oak’s knowledge, all of the documents and other written information with respect to the Project that Pacific Oak and its Affiliates provided to Invesco and its Affiliates prior to the date hereof (the “Project Information”) represent true, correct and complete copies of the Project Information as of the date identified in such documents and other -39- written information that are in the possession or control of Pacific Oak or any of its Affiliates (it being understood and agreed that SREF and its Affiliates are not Affiliates of Pacific Oak). (f) To Pacific Oak’s knowledge, neither the Company, any of its Subsidiary nor the Property is the subject of any pending or threatened or asserted litigation, condemnation, eminent domain or similar proceeding affecting any part of the Property, and there are no investigations or other proceedings by any governmental authority that are pending or, to Pacific Oak’s knowledge, threatened or asserted against or affecting the Company, any Subsidiary, or the Property (or any portion thereof). (g) To Pacific Oak’s knowledge, each of the Company and its Subsidiaries has, since its respective date of formation, (i) filed all tax returns which are required to be filed with respect to all periods ending at or prior to the date hereof, and each such tax return is correct and complete in all material respects, (ii) paid all taxes for which such entity may be held liable, and (iii) withheld and paid over all taxes which it is obligated to withhold from amounts paid or owing to any employees, partners, tenant or other person. There are no tax liens upon the Property except for the lien for current taxes not yet due and payable. The representations and warranties of Pacific Oak and under this Section 10.09 shall survive the date hereof. 10.10 Pacific Oak Indemnification. To the fullest extent permitted by law, the Pacific Oak Credit Party shall indemnify, defend and hold harmless Invesco, its Affiliates (which, for avoidance of doubt, shall not include the Company or any Subsidiary thereof) and their direct and indirect owners (together, the “Indemnified Parties”) from and against any and all claims, lawsuits, causes of action, administrative actions, demands, investigations, taxes, costs, damages, disbursements, expenses, liabilities, deficiencies, penalties, fines or assessments of any kind or nature, whether foreseeable or unforeseeable, including, without limitation, interest or other carrying or audit-related costs and reasonable legal and other professional fees and expenses, incurred by any or all of the Indemnified Parties as a result of or arising from (i) any obligation or liability of the Company or its Subsidiaries that accrued prior to the Effective Date, but only if Pacific Oak had knowledge of such obligation or liability on the date hereof, or (ii) an Event of Default. ARTICLE XI REIT PROTECTION 11.01 Certain Definitions. For the purposes of this Article XI, the following terms shall have the following meanings: (a) “Pacific Oak” shall mean Pacific Oak as defined in the recitals hereto and Pacific Oak Strategic Opportunity REIT, Inc., a Maryland corporation that has elected to be taxable for federal income tax purposes as a real estate investment trust under the Code (herein, a “REIT”); and/or any subsidiary or affiliate of Pacific Oak. (b) “REIT Prohibited Transactions” shall mean any action specified in Section 11.02. -40- 11.02 REIT Prohibited Transactions. Notwithstanding anything to the contrary contained in this Agreement, during the time Pacific Oak is a Member of the Company, neither the Company nor Managing Member nor any other Member of the Company, shall take any of the following actions without the prior written consent of Pacific Oak: (a) Entering into any lease or permitting any sublease that provides for rent based in whole or in part on the income or profits of any person, excluding for this purpose a lease that provides for rent based in whole or in part on a fixed percentage or percentages of gross receipts or gross sales of any person without reduction for any sublessor costs; (b) Leasing personal property, excluding for this purpose a lease of personal property that is entered into in connection with a lease of real property where the rent attributable to the personal property is less than fifteen percent (15%) of the total rent provided for under the lease, determined as set forth in Section 856(d)(1) of the Code; (c) Acquiring or holding debt (other than Member Loans and Default Loans) unless (a) the amount of interest income received or accrued by the Company under such loan does not, directly or indirectly, depend in whole or in part on the income or profits of any person, and (b) the debt is fully secured by mortgages on real property or on interests in real property; (d) Acquiring or holding more than ten percent (10%) of the outstanding voting securities of any one issuer other than a corporation that has properly elected to be a “taxable REIT subsidiary” of Pacific Oak; (e) Acquiring or holding more than ten percent (10%) of the total value of the outstanding securities (debt or equity) of any one issuer; (f) Making an election or taking any action that would cause the Company to be treated as (i) an entity that is not classified as a partnership for federal income tax purposes or (ii) a publicly traded partnership as defined in Section 7704 of the Code; (g) Entering into any agreement where the Company receives amounts, directly or indirectly, for rendering services to the tenants of the properties that are owned, directly or indirectly, by the Company other than (i) amounts received for services that are customarily furnished or rendered in connection with the rental of real property of a similar class in the geographic areas in which the properties are located where such services are either provided by (a) an Independent Contractor (as defined in Section 856(d)(3) of the Code) who is adequately compensated for such services and from which the Company does not, directly or indirectly, derive revenue or (b) a taxable REIT subsidiary of Pacific Oak (as defined in Section 856(l) of the Code) who is adequately compensated for such services or (ii) amounts received for services that are customarily furnished or rendered in connection with the rental of space for occupancy only (as opposed to being rendered primarily for the convenience of the Company’s tenants); (h) Holding cash of the Company for operations or distribution in any manner other than a traditional bank checking or savings account or a money market account in accordance with IRS Rev. Rul. 2012-17; or

-41- (i) Entering into any agreement where income or gain, as applicable, received or accrued by the Company under such agreement, directly or indirectly, (a) does not qualify as “rents from real property” within the meaning of Section 856 of the Code, (b) does not qualify as “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of Section 856 of the Code or (c) constitutes income from a sale of “inventory” or “stock in trade” of the Company within the meaning of Section 1221(a)(1) of the Code other than a sale that would qualify under the Section 857(b)(6)(C) “safe harbor” with respect to Pacific Oak. [Remainder of page intentionally blank; signature page follows.] Signature Page to Amended and Restated Limited Liability Company Agreement IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the day and year first above written. “PACIFIC OAK” PACIFIC OAK SOR 110 WILLIAM JV, LLC (f/ka/ KBS SOR 110 WILLIAM JV, LLC), a Delaware limited liability company By: PACIFIC OAK SOR ACQUISITION XXV, LLC (f/ka/ KBS SOR ACQUISITION XXV, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR PROPERTIES, LLC (f/k/a KBS SOR PROPERTIES, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. (f/k/a KBS SOR (BVI) HOLDINGS, LTD.), a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP (f/k/a KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP), a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT (f/k/a KBS STRATEGIC OPPORTUNITY REIT, INC.) a Maryland corporation, its sole general partner By: /s/ Michael Bender Michael Bender, Chief Financial Officer Signature Page to Amended and Restated Limited Liability Company Agreement “PACIFIC OAK CREDIT PARTY” Solely as to its express agreement in Sections 7.0l(a), 10.02 and 10.10: PACIFIC OAK SOR PROPERTIES, LLC (f/k/a KBS SOR PROPERTIES, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. (f/k/a KBS SOR (BVI) HOLDINGS, LTD.), a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP (f/k/a KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP), a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT (f/k/a KBS STRATEGIC OPPORTUNITY REIT, INC.) a Maryland corporation, its sole general partner By: /s/ Michael Bender Michael Bender, Chief Financial Officer Signature Page to Amended and Restated Limited Liability Company Agreement “INVESCO” INVESCO CMI INVESTMENTS 110 WILLIAM, LLC, a Delaware limited liability company By: /s/ Jason W. Geer Name: Jason W. Geer Title: Proper Officer “INVESCO CREDIT PARTY” Solely as to its express agreements in Sections 7.0l(a) and 10.02: INVESCO CMI INVESTMENTS, L.P., a Delaware limited partnership By: /s/ Jason W. Geer Name: Jason W. Geer Title: Proper Officer

SMRH:4858-0019-8495.19 EXHIBIT A Page 1 EXHIBIT A NAMES, ADDRESSES, PERCENTAGE INTERESTS AND CAPITAL CONTRIBUTIONS OF THE MEMBERS Names and Addresses of the Members: Preferred Interest Percentage Common Interest Percentage Pacific Oak 110 William Street JV, LLC 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Attention: Brian Ragsdale Email: bragsdale@pac-oak.com with a copy to: Sheppard Mullin Richter & Hampton LLP Attn: Scott A. Morehouse 650 Town Center Drive, 10th Floor Costa Mesa, California 92626 Email: smorehouse@sheppardmullin.com 77.5% 100% Invesco CMI Investments 110 William, LLC c/o Invesco Real Estate Attn: Susan Mitchell 2001 Ross Avenue Suite 3400 Dallas, Texas 75201 Email: Susan.Mitchell2@invesco.com with a copy to: Greenberg Traurig, P.A. Attn: Richard Giusto and Labry Welty 2200 Ross Avenue Suite 5200 Dallas, Texas 75201 Email: richard.giusto@gtlaw.com and lab.welty@gtlaw.com 22.5% 0% EXHIBIT B Page 1 EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY All that certain real property situated in New York County, New York, described as follows: ALL that certain plot piece or parcel of land, situate, lying and being in the Borough of Manhattan, County and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the easterly side of William Street and the northerly side of John Street; RUNNING THENCE northerly along the easterly side of William Street, 188 feet 3 inches to a point in said easterly side of William Street, distant 154 feet 10 1/4 inches southerly from the corner formed by the intersection of the southerly side of Fulton Street and the said easterly side of William Street; THENCE easterly on a line forming an angle of 86 degrees 52 minutes 30 seconds on its northerly side with the easterly side of William Street, 159 feet 4 1/4 inches; THENCE southwesterly on a line forming an angle of 82 degrees 44 minutes 30 seconds on its westerly side with the last mentioned course, 49 feet 5 inches; THENCE continuing southwesterly on a line forming an angle of 180 degrees 49 minutes 30 seconds on its easterly side with the last mentioned course, 25 feet 7 1/2 inches; THENCE continuing southwesterly along a line making an angle of 179 degrees 48 minutes on its easterly side with the last mentioned course, 23 feet 2 1/2 inches; THENCE southeasterly and along a line forming an angle of 93 degrees 51 minutes 50 seconds on its northerly side with the last mentioned course, 24 feet 10 1/4 inches; THENCE southerly along a line forming an angle of 96 degrees 20 minutes 30 seconds on its westerly side with the last mentioned course, 104 feet 3 1/4 inches to the northerly side of John Street; THENCE westerly along the northerly side of John Street, 173 feet 4 1/4 inches to the corner formed by the intersection of the northerly side of John Street with the easterly side of William Street at the point or place of BEGINNING. FOR CONVEYANCING ONLY: TOGETHER with all the right, title and interest of the party of the first part, of in and to the land lying in the street in front of and adjoining said premises. EXHIBIT C Page 1 EXHIBIT C FORM OF REDEMPTION AGREEMENT1 REDEMPTION AGREEMENT This Redemption Agreement (this “Agreement”) is made as of [], by and between Pacific Oak SOR SREF III 110 William, LLC (f/k/a KBS SOR SREF III 110 William, LLC), a Delaware limited liability company (the “Company”), and INVESCO CMI INVESTMENTS 110 WILLIAM, LLC, a Delaware limited liability company (“Invesco”)2. The Company and Invesco are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Initially capitalized terms used but not defined herein have the meanings set forth in the A&R LLC Agreement (as defined in the recitals below). RECITALS WHEREAS, Invesco and Pacific Oak SOR 110 William JV, LLC (f/k/a KBS SOR 110 William JV, LLC), a Delaware limited liability company (“Pacific Oak”),3 are the [sole]4 members of the Company and are parties to that certain Amended and Restated Limited Liability of the Company effective as of June [], 20235 (the “A&R LLC Agreement”); WHEREAS, Section 7.026 of the A&R LLC Agreement provides that at any time after the Redemption Trigger Event, the Company shall have the right, by written notice to Invesco, to require Invesco to assign to the Company for $1.00 Invesco’s entire interest in the Company (the “Redemption”); WHEREAS, the Parties mutually agree that a Redemption Trigger Event occurred on [], and that the Company thereafter delivered notice to Invesco of the Company’s intent to require the Redemption; and 1 This is the same form that we previously distributed for review by email. 2 Instructions before execution of this Agreement: Confirm that this entity hasn’t assigned any portion of its membership interest to any Affiliate or otherwise (and if it has update this Agreement as necessary). 3 Instructions before execution of this Agreement: Confirm that this entity hasn’t assigned any portion of its membership interest to any Affiliate or otherwise (and if it has update this Agreement as necessary). 4 Instructions before execution of this Agreement: Confirm this remains the case (and if not update this Agreement as necessary). 5 Instructions before execution of this Agreement: Confirm there have been no amendments (and there have been update this Agreement as necessary). 6 Instructions before execution of this Agreement: Confirm that all cross-references to the A&R LLC Agreement remain correct if there have been amendments to the A&R LLC Agreement since its execution (and if not update as necessary). EXHIBIT C Page 2 WHEREAS, the Parties mutually agree that the Redemption be effected pursuant to this Agreement. AGREEMENT NOW THEREFORE, in consideration of the premises and mutual covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: ARTICLE 1 REDEMPTION 1.1 The Redemption. The Company hereby redeems from Invesco, and Invesco hereby assigns, transfers and delivers to the Company, Invesco’s entire interest in the Company (the “Membership Interest”), free and clear of all liens, claims, encumbrances and restrictions (“Liens”). The Redemption shall be deemed effective as of 12:01 a.m. Eastern Time on the date hereof (the “Effective Time”). 1.2 Consideration. As the sole consideration for the Redemption, the Company shall pay to Invesco one dollar ($1.00), which Invesco acknowledges that is has received from Invesco concurrently herewith. ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 The Company. The Company represents and warrants to Invesco as follows: (a) Authority and Enforceability. The Company has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company, and constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms. (b) Violations. Neither the execution or delivery by the Company of this Agreement nor the performance by the Company of its obligations hereunder will (i) violate or constitute a default under any contract to which the Company is a party or result in the imposition of a Lien on any of its properties or assets; or (ii) constitute a violation of any law, statute, ordinance, judgment, injunction, decree, writ, regulation, interpretation, rule or order of any court or governmental authority (any of the foregoing, “Law”). 2.2 Invesco. Invesco represents and warrants to the Company as follows: (a) Authority and Enforceability. Invesco has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Invesco, and constitutes the legal, valid and binding obligations of Invesco, enforceable against Invesco in accordance with its terms.

EXHIBIT C Page 3 (b) Violations. Neither the execution or delivery by Invesco of this Agreement nor the performance by Invesco of its obligations hereunder will (i) violate or constitute a default under any contract to which Invesco is a party or result in the imposition of a Lien on any of its properties or assets; or (ii) constitute a violation of any Law. (c) Title to Membership Interest; No Other Interest. Invesco owns the Membership Interest, free and clear of all Liens, and, upon the Effective Time, the Company will acquire good and marketable title to the Membership Interest free and clear of all Liens. Other than the Membership Interest, Invesco does not have (nor does any Affiliate thereof have) any right, title or interest in or to the equity of the Company nor any right, title or interest in or to any options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever providing for the issuance, sale or transfer of any equity of the Company. 2.3 Exclusivity of Representations. Each Party acknowledges and agrees that except as set forth in this Article 2, neither Party has made or makes any representation or warranty to the other Party and hereby disclaims all other representations or warranties with respect to any matter whatsoever. 2.4 Survival. All representations and warranties made in this Article 2 shall survive the execution of this Agreement for a period of seven (7) years. ARTICLE 3 COVENANTS 3.1 LLC Agreement. Invesco agrees that from and after the date hereof (a) neither Invesco nor any other Releasing Person (as defined in Section 3.2(a)) shall have any rights under the A&R LLC Agreement (other than rights under Section 2.08 (Liability and Indemnity) thereof by reason of acts or omissions occurring prior to the date hereof), (b) Invesco shall continue to comply with Section 10.07 (Confidentiality) of the A&R LLC Agreement and (c) Invesco shall comply with any indemnification provision of the A&R LLC Agreement with respect to breaches, acts or omissions occurring prior to the Effective Time. 3.2 General Release. (a) Definitions. As used herein: (i) “Claims” means all losses, liabilities, claims, damages, actions, cause of actions, demands, debts, suits, controversies, obligations, penalties, fines, judgments, awards, settlements, costs, fees and other expenses (including attorney fees), that arise from or by reason of any matter, occurrence or other event (including under any statute, rule, regulation or legal or equitable theory), whether direct or indirect, known or unknown, foreseen or unforeseen, or liquidated, fixed or contingent. (ii) “Company Entities” means the Company and each subsidiary, direct or indirect, thereof. EXHIBIT C Page 4 (iii) “Non-Released Claims” means (x) any Claims against the Company arising under the express terms of this Agreement and (y) any Claims against the Company under Section 2.08 (Liability and Indemnity) of the A&R LLC Agreement by reason of acts or omissions occurring prior to the date hereof. (iv) “Person” means an individual, a corporation, a partnership, an association, a limited liability company, a trust or other entity or organization. (v) “Released Persons” means the Company Entities and Pacific Oak, and each of their respective Representatives. (vi) “Releasing Persons” means Invesco and its Representatives. (vii) “Representatives” of a Person means such Person’s present and former parents, subsidiaries, divisions, affiliates, successors, assigns and predecessors and their respective present and former owners, members, shareholders, partners, officers, directors, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns. (viii) “Released Claims” mean the Claims released under Section 3.2(b). (b) Release of Claims. As of the Effective Time, Invesco, on behalf of itself and the other Releasing Persons, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever release and discharge each Released Person from, against and with respect to any and all Claims that any Releasing Person ever had or now has, or may hereafter have or acquire, against any Released Person that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Effective Time (other than the Non-Released Claims). Without limitation, the Released Claims include Claims that arise from or by reason of (a) Invesco’s ownership of the Membership Interest, (b) Invesco’s role as Co-Managing Member, and (c) the operation, business, affairs, management, or financial condition of the Company Entities. Invesco further agrees that it shall not, nor shall it permit any other Releasing Person to, institute any litigation, lawsuit, claim or action against the any Released Person with respect to any Released Claims. (c) Waiver. Invesco acknowledges that the laws of many states (including Section 1542 of the California Civil Code) provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PERSON.” Invesco acknowledges that such provisions are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, Invesco agrees that, effective as of the Effective Time, Invesco and the other Releasing Persons shall be deemed to waive any such provision. (d) Third Party Beneficiaries. Invesco expressly acknowledges and agrees that each Released Person is a third party beneficiary of this Section 3.3 and shall be entitled to enforce the provisions of this Section 3.3 as if it were a party to this Agreement. EXHIBIT C Page 5 3.3 Return of Property. In the event that Invesco discovers that Invesco or any other Releasing Person is on the date hereof in possession, or hereafter comes into possession, of any assets or properties belonging to any Company Entity, Invesco shall promptly notify the Company and arrange for the prompt return of such items to or as directed by the Company at Invesco’s cost. 3.4 Confidentiality. Invesco shall keep confidential the terms and existence of this Agreement and the agreements referenced herein, except (i) to the extent required by applicable Law, or (ii) for disclosures to its Representatives on a need to know basis. 3.5 Expenses. Each Party shall bear all expenses incurred on behalf of such Party in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of its agents, representatives, counsel and accountants. 3.6 Further Assurances. Each Party shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. ARTICLE 4 MISCELLANEOUS 4.1 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be delivered or sent, as the case may be, by any of the following methods: (i) personal delivery, (ii) overnight commercial carrier, (iii) certified mail, postage prepaid, return receipt requested, or (iv) email. Any such notice or other communication shall be deemed received and effective upon the date of acceptance or rejection of delivery. Any notice or other communication sent by email must be confirmed within two (2) days by letter mailed or delivered in accordance with the foregoing. Any reference herein to the date of receipt, delivery, or giving, or effective date, as the case may be, of any notice or communication shall refer to the date such communication becomes effective under the terms of this Section 4.1. Any such notice or other communication so delivered shall be addressed to the Party to be served at the address for such Party set forth on the signature page hereto. Such addresses may be changed by giving written notice to the other parties in the manner set forth in this Section 4.1. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of notice or other communication sent. 4.2 Construction of Agreement. This Agreement contains the entire understanding between the Parties and supersedes any prior or contemporaneous understanding, correspondence, negotiations or agreements between them, in each case respecting the within subject matter. No alteration, modification or interpretation hereof and no agreement between the Parties shall be binding unless in writing signed by the Parties. The Article and Section headings of this Agreement are used herein for reference purposes only and shall not govern, limit, or be used in construing this Agreement or any provision hereof. Any Schedule or Exhibit attached hereto is incorporated herein by this reference and expressly made a part of this Agreement for all purposes. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, and all rights, duties, obligations and remedies shall be governed by the Act without regard to principles of conflict of laws. If any arbitration, action or suit is brought by a EXHIBIT C Page 6 Party against the other Party that arises out of this Agreement, then the prevailing Member in such arbitration, action or suit shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing Member. This Agreement shall inure to the benefit of and shall bind the Parties and their respective personal representatives, successors, and permitted assigns. Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Parties and their respective successors and permitted assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party, whomsoever, deemed to be a third-party beneficiary of this Agreement, except as otherwise expressly provided herein. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, but all of which shall constitute a single Agreement, binding on the Parties. Where the context so requires, the use of the neuter gender shall include the masculine and feminine genders, the masculine gender shall include the feminine and neuter genders, and the singular number shall include the plural and vice versa. The signature of any party hereto to any counterpart hereof delivered by any electronic means shall be deemed a signature to, and may be appended to, any other counterpart. Every provision of this Agreement is intended to be severable. Each Party acknowledges that (i) each Party is of equal bargaining strength; and (ii) each Party has actively participated in the drafting, preparation and negotiation of this Agreement and has been represented by its own counsel; accordingly each Party hereby waives the application of any applicable law or rule of construction providing that ambiguities in an agreement or other document will be construed against the party or parties drafting such agreement or document. [Signature Pages Follow]

EXHIBIT C Page 7 IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first above written. “COMPANY” PACIFIC OAK SOR SREF III 110 WILLIAM, LLC (F/K/A KBS SOR SREF III 110 WILLIAM, LLC), a Delaware limited liability company By: its Managing Member, PACIFIC OAK SOR 110 WILLIAM JV, LLC (f/ka/ KBS SOR 110 WILLIAM JV, LLC), a Delaware limited liability company By: PACIFIC OAK SOR ACQUISITION XXV, LLC (f/ka/ KBS SOR ACQUISITION XXV, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR PROPERTIES, LLC (f/k/a KBS SOR PROPERTIES, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. (f/k/a KBS SOR (BVI) HOLDINGS, LTD.), a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP (f/k/a KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP), a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT (f/k/a KBS STRATEGIC OPPORTUNITY REIT, INC.) a Maryland corporation, its sole general partner By: /s/ Michael Bender Michael Bender, Chief Financial Officer Address: [] EXHIBIT C Page 8 “INVESCO” INVESCO CMI INVESTMENTS 110 WILLIAM, LLC, a Delaware limited liability company By:________________________ Name: Title: Address: [] EXHIBIT C Page 9 ANNEX A MEZZANINE LOAN DOCUMENTS [SEE ATTACHED] EXHIBIT C Page 10 ANNEX B SREF PSA [SEE ATTACHED]

EXHIBIT C Page 11 ANNEX C BUSINESS PLAN AND ANNUAL BUDGET [SEE ATTACHED]

pacificoak110williamamen

Exhibit 10.4 AMENDED AND RESTATED SENIOR LOAN AGREEMENT Dated as of July 5, 2023 Between 110 WILLIAM PROPERTY INVESTORS III, LLC, as Borrower, LENDERS SIGNATORY HERETO FROM TIME TO TIME, as Lenders, and DEUTSCHE PFANDBRIEFBANK AG, as Administrative Agent and Lender -i- TABLE OF CONTENTS Page I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION ..................................................... 2 Section 1.1 Definitions ................................................................................................... 2 Section 1.2 Principles of Construction ......................................................................... 43 II. THE LOAN ....................................................................................................................... 43 Section 2.1 The Loan ................................................................................................... 43 Section 2.2 The Interest Rate ....................................................................................... 44 Section 2.3 Loan Payments .......................................................................................... 48 Section 2.4 Prepayments .............................................................................................. 51 Section 2.5 Regulatory Change; Taxes ........................................................................ 53 Section 2.6 Advances; Working Capital ...................................................................... 57 Section 2.7 Method of Disbursement of Loan Proceeds .............................................. 65 Section 2.8 Mitigation Obligations; Replacement of Lenders ..................................... 67 Section 2.9 Future Mezzanine Debt or Preferred Equity to Fund DCAS Shortfall..................................................................................................... 67 III. REPRESENTATIONS AND WARRANTIES................................................................. 69 Section 3.1 Borrower Representations ......................................................................... 69 Section 3.2 Survival of Representations ...................................................................... 90 Section 3.3 ERISA ....................................................................................................... 90 IV. BORROWER COVENANTS ........................................................................................... 90 Section 4.1 Borrower Affirmative Covenants .............................................................. 90 Section 4.2 Borrower Negative Covenants ................................................................ 112 Section 4.3 Original Loan Restructuring.................................................................... 115 V. INSURANCE, CASUALTY AND CONDEMNATION ............................................... 116 Section 5.1 Insurance ................................................................................................. 116 Section 5.2 Casualty and Condemnation.................................................................... 121 Section 5.3 Delivery of Net Proceeds ........................................................................ 122 VI. RESERVE FUNDS ......................................................................................................... 127 Section 6.1 Cash Management Arrangements ........................................................... 127 Section 6.2 Tax Funds ................................................................................................ 128 Section 6.3 Insurance Funds....................................................................................... 129 Section 6.4 Lease Termination Funds ........................................................................ 130 Section 6.5 Cash Trap Funds...................................................................................... 130 Section 6.6 Casualty and Condemnation Account ..................................................... 131 -ii- ACTIVE 41591362v9 Section 6.7 Rebalancing Reserve Account ................................................................ 131 Section 6.8 Additional Reserves ................................................................................ 131 Section 6.9 Property Cash Flow Allocation ............................................................... 133 Section 6.10 Security Interest in Reserve Funds, Working Capital Funds and Interest on Reserve Funds and Working Capital Funds.......................... 133 Section 6.11 Letters of Credit/Security Deposit........................................................... 134 VII. DEFAULTING LENDER .............................................................................................. 134 Section 7.1 Defaulting Lender ................................................................................... 134 VIII. PERMITTED TRANSFERS .......................................................................................... 135 Section 8.1 Due on Sale ............................................................................................. 135 Section 8.2 Permitted Transfers of Equity Interests ................................................... 135 IX. SECONDARY MARKET TRANSACTION ................................................................. 137 Section 9.1 Sale of Loan ............................................................................................ 137 Section 9.2 [Reserved] ............................................................................................... 139 Section 9.3 Servicing.................................................................................................. 139 Section 9.4 Register.................................................................................................... 139 Section 9.5 Severance Documentation ....................................................................... 140 Section 9.6 Secondary Market Transaction Expenses ............................................... 142 X. DEFAULTS .................................................................................................................... 142 Section 10.1 Event of Default ...................................................................................... 142 Section 10.2 Remedies ................................................................................................. 147 Section 10.3 Right to Cure Defaults............................................................................. 149 Section 10.4 Remedies Cumulative ............................................................................. 150 XI. MISCELLANEOUS ....................................................................................................... 150 Section 11.1 Successors and Assigns ........................................................................... 150 Section 11.2 Administrative Agent’s Discretion ......................................................... 150 Section 11.3 Governing Law ........................................................................................ 150 Section 11.4 Modification, Waiver in Writing ............................................................. 152 Section 11.5 Delay Not a Waiver ................................................................................. 152 Section 11.6 Notices ..................................................................................................... 153 Section 11.7 Trial by Jury ............................................................................................ 154 Section 11.8 Headings .................................................................................................. 154 Section 11.9 Acknowledgment and Consent to Bail-In of EEA Financial Institutions............................................................................................... 154 Section 11.10 Severability.............................................................................................. 156 Section 11.11 Preferences .............................................................................................. 156 Section 11.12 Waiver of Notice ..................................................................................... 156 -iii- ACTIVE 41591362v9 Section 11.13 Claims Against Administrative Agent and Lender; Remedies of Borrower ................................................................................................. 156 Section 11.14 Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity ................................................................................................ 157 Section 11.15 Schedules Incorporated ........................................................................... 158 Section 11.16 Offsets, Counterclaims and Defenses...................................................... 159 Section 11.17 No Joint Venture or Partnership; No Third-Party Beneficiaries ............. 159 Section 11.18 Publicity .................................................................................................. 159 Section 11.19 Waiver of Marshalling of Assets ............................................................. 159 Section 11.20 Waiver of Setoff ...................................................................................... 160 Section 11.21 Conflict; Construction of Documents; Reliance ..................................... 160 Section 11.22 Brokers and Financial Advisors .............................................................. 160 Section 11.23 Exculpation.............................................................................................. 161 Section 11.24 Prior Agreements..................................................................................... 164 Section 11.25 [Reserved] ............................................................................................... 164 Section 11.26 Assignments and Participations .............................................................. 164 Section 11.27 Set-Off ..................................................................................................... 165 Section 11.28 REOC Status ........................................................................................... 165 Section 11.29 Delegation By Lenders; Lenders’ Consultation and Information Right ........................................................................................................ 165 Section 11.30 Reconveyance.......................................................................................... 166 Section 11.31 Acknowledgment and Consent to Bail-In of EEA Financial Institutions............................................................................................... 167 XII. [RESERVED] ................................................................................................................. 168 XIII. ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS ............... 168 Section 13.1 Appointment; Nature of Relationship ..................................................... 168 Section 13.2 Powers ..................................................................................................... 169 Section 13.3 General Immunity ................................................................................... 169 Section 13.4 No Responsibility for Loan, etc .............................................................. 170 Section 13.5 Action on Instructions of Lenders ........................................................... 170 Section 13.6 Employment of Agents and Counsel ....................................................... 170 Section 13.7 Reliance on Documents; Counsel ........................................................... 170 Section 13.8 Administrative Agent’s Reimbursement and Indemnification................ 171 Section 13.9 Rights as a Lender ................................................................................... 171 Section 13.10 Lender Credit Decision ........................................................................... 171 Section 13.11 Successor Administrative Agent ............................................................. 173 Section 13.12 Amendments and Waivers ...................................................................... 174 Section 13.13 Notice of Defaults ................................................................................... 175 Section 13.14 Requests for Approval ............................................................................. 175 Section 13.15 Copies of Documents .............................................................................. 175 Section 13.16 Defaulting Lenders .................................................................................. 176 Section 13.17 Pro Rata Treatment.................................................................................. 176 Section 13.18 Sharing of Payments, Etc. ....................................................................... 177 Section 13.19 Collateral Matters; Protective Advances. ................................................ 177

-iv- ACTIVE 41591362v9 Section 13.20 Borrower Default..................................................................................... 180 Section 13.21 Post-Foreclosure Plans ............................................................................ 181 Section 13.22 Costs ........................................................................................................ 182 Section 13.23 Terminology ............................................................................................ 182 Section 13.24 Eligible Assignee..................................................................................... 182 Section 13.25 Application of Recoveries ....................................................................... 182 -v- SCHEDULES Schedule I – Commitments Schedule II – Rent Roll Schedule III - Ongoing Work Schedule IV – Organizational Chart Schedule V – Minimum Leasing Parameters Schedule VI – Form of Tenant Direction Letter Schedule VII – Initial Approved Annual Budget Schedule VIII – Letter of Credit Provisions Schedule IX – Initial Capital Expenditure and TI Budget Schedule 3.1.51 - Collective Bargaining Agreements EXHIBITS: Exhibit A – Borrower’s Requisition Form Exhibits B-1-4 – U.S. Tax Compliance Certificates ACTIVE 41591362v9 AMENDED AND RESTATED SENIOR LOAN AGREEMENT THIS AMENDED AND RESTATED SENIOR LOAN AGREEMENT, dated as of July 5, 2023 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), among 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Borrower”) and DEUTSCHE PFANDBRIEFBANK AG, a German bank (“PBB”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as a Lender, and each of the lenders that is a signatory hereto on the signature pages hereof and each Person that becomes a “Lender” after the date hereof (individually, a “Lender” and, collectively, the “Lenders”). All capitalized terms used herein shall have the respective meanings set forth in Article I hereof. W I T N E S E T H: WHEREAS, Borrower and INVESCO CMI INVESTMENTS, L.P. (“Original Administrative Agent”) entered into that certain Senior Loan Agreement dated as of March 7, 2019 (the “Original Closing Date”), among the Original Administrative Agent (as assigned to Administrative Agent pursuant to that certain Assignment and Assumption Agreement made by Original Administrative Agent to Administrative Agent dated as of May 29, 2019 (the “Assignment and Assumption Agreement”), which Senior Loan Agreement was amended on April 29, 2022 by that certain First Amendment to Senior Loan Agreement, on September 7, 2022 by that certain Second Amendment to Senior Loan Agreement, on January 9, 2023 by that certain Third Amendment to Senior Loan Agreement, on April 10, 2023 by that certain Letter Agreement, on May 8, 2023 by that certain Letter Agreement and on June 8, 2023 by that certain Letter Agreement (collectively, the “Original Loan Agreement”). WHEREAS, pursuant to the Original Loan Agreement and other Loan Documents set forth in the Original Loan Agreement, Borrower is the borrower of (x) the Senior Loan from the Lenders in the outstanding principal amount of $214,961,891.97 (the “Original Senior Loan”), (y) the Building Loan from the Lenders under the Building Loan Agreement (as defined below) in the outstanding principal amount of $24,096,964.78 (the “Original Building Loan”) and (z) the supplemental loan from PBB in the principal amount of $9,610,000.00 (the “Original Supplemental Loan”; together with the Original Senior Loan and the Original Building Loan, the “Original Loan”). WHEREAS, Borrower has requested and the Lenders have agreed to restructure the terms of the Original Loan including, without limitation, an increase of the Original Supplemental Loan from PBB by an additional $56,674,426.00 (the “Supplemental Loan Upsize”) which shall be advanced pursuant to the terms hereunder and under the Supplemental Building Loan Agreement; WHEREAS, Lenders are willing to restructure the Original Loan and PBB is willing to commit to the Supplemental Loan Upsize, subject to and in accordance with the conditions and -2- terms of this Agreement, the Supplemental Building Loan Agreement and the other Loan Documents. NOW, THEREFORE, in consideration of the covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows: I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided: “Acceptable Blanket Policy” shall have the meaning set forth in Section 5.1.1(c). “Acceptable Replacement Guarantor” shall have the meaning set forth in Section 10.1 (a)(xxii). “Accounting Principles” shall mean a GAAP or Federal income tax basis or other accounting principles reasonably approved by Administrative Agent. “Accounts” shall have the meaning set forth in Section 6.1(b). “Act” shall have the meaning set forth in Section 3.1.24(cc)(v). “ADA” means the Americans with Disabilities Act, of July 26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C. § 12101 et. seq., as amended from time to time. “Administrative Agent” means DEUTSCHE PFANDBRIEFBANK AG, in its capacity as contractual representative for the Lenders pursuant to Article XIII hereof, and not in its individual capacity as a Lender, and any successor Administrative Agent appointed pursuant to Article XIII. “Additional Investments” shall have the meaning set forth in Section 2.9.1. “Affiliate” shall mean, as to any Person, any other Person that is in direct and/or indirect Control of, is directly and/or indirectly Controlled by or is under common direct and/or indirect ownership or Control with such Person. “Aggregate Debt Service” the sum of (A) the Pro Forma Debt Service as of the date of determination plus (B) the Building Loan Pro Forma Debt Service. “Aggregate Outstanding Principal Balance” shall mean the sum of (i) the Outstanding Principal Balance of the Loan and (ii) the Building Loan Outstanding Principal Balance. “Aggregate Supplemental Loan” means, in the aggregate, the Supplemental Loan and the Loan as defined in the Supplemental Building Loan Agreement. “Agreement” shall have the meaning set forth in the introductory paragraph hereto.

-3- “ALTA” shall mean American Land Title Association, or any successor thereto. “Alteration Threshold” shall mean $2,000,000.00, in the aggregate. “Alternate Index Rate” means, with respect to each Interest Period, the first alternative set forth in the order below that can be determined by Administrative Agent as of the Benchmark Replacement Date (provided that if a bank lender under financing provided to a Lender related to the Loan requires a different alternative, so long as such alternative is listed below, it need not be the first available alternative): 1. the sum of: (a) Compounded SOFR and (b) the Alternate Rate Spread Adjustment; 2. the sum of: (a) the alternate benchmark rate of interest selected by Administrative Agent as the replacement for the then-current Benchmark giving due consideration to: (i) any selection or recommendation of a replacement rate or the mechanism for determining such a rate by the Relevant Governmental Body at such time or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated commercial real estate loans with sponsors similar to Guarantor, and (b) the Alternate Rate Spread Adjustment. In the case under clause (1) above, such rate, or the underlying rates component thereof, shall be the rate displayed on a screen or other information service that publishes such rate or rates from time to time as selected by Administrative Agent in its reasonable discretion. If the Alternate Index Rate as determined pursuant to clause (1) or (2) above would be less than zero, the Alternate Index Rate shall be deemed to be zero for the purposes of this Agreement. “Alternate Rate” means the “Applicable Interest Rate” if the Benchmark thereunder is determined using clause (ii) of the definition thereof. “Alternate Rate Conforming Changes” means, with respect to any conversion of the Loan to an Alternate Rate Loan, any technical, administrative or operational changes (including changes to the definition of “Interest Period”, timing and frequency of determining rates and other administrative matters, but expressly excluding changes to the frequency of making payments of interest) that Administrative Agent reasonably decides in good faith are necessary to reflect the adoption and implementation of the Alternate Index Rate in a manner consistent with market practice. “Alternate Rate Loan” means the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the Alternate Rate for the Note (or each component, as applicable). “Alternate Rate Spread Adjustment” means, in connection with a Benchmark Replacement Date occurring after the date hereof, as determined by Administrative Agent, for any Interest Period the first alternative set forth in the order below that is available as of the Benchmark Replacement Date: (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been -4- selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or (2) any evolving or then-prevailing market convention for determining 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 commercial real estate loans with sponsors similar to Guarantor. “Annex” shall have the meaning set forth in Section 3.1.43(a). “Annual Budget” shall mean the operating expense and capital budget for the Property setting forth, on a month-by-month basis, in reasonable detail, each line item of Borrower’s good faith estimate of anticipated Gross Revenue, Operating Expenses and Capital Expenditures for the applicable Fiscal Year. “Anti-Corruption Laws” means: (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other anti-bribery or anti- corruption laws, regulations or ordinances in any jurisdiction in which Borrower or any Borrower Party is located or doing business. “Anti-Money Laundering Laws” means applicable laws or regulations in any jurisdiction in which Borrower or any Borrower Party is located or doing business that relates to money laundering, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto. “Applicable Interest Rate” means the rate of interest equal to the sum of: (a) the Benchmark for the applicable Interest Period plus (b) the Applicable Spread. “Applicable Lending Office” shall mean the “lending office” of a Lender (or of an Affiliate of such Lender) designated for a Lender on the signature page hereof or such other office of such Lender (or an Affiliate of such Lender) as such Lender may from time to time specify to Borrower in writing as the office by which the Loan is to be made and/or maintained by such Lender. “Applicable Similar Law” shall have the meaning set forth in Section 3.1.8. “Applicable Spread” shall mean the following: with respect to the Original Senior Loan and Original Building Loan with respect to the Aggregate Supplemental Loan -5- (i) from the date hereof until the day immediately preceding the Initial Maturity Date two percent (2.0%) three percent (3.0%) (ii) from the Initial Maturity Date until the day immediately preceding the First Extension Maturity Date two and one-half percent (2.5%) three percent (3.0%) (iii) from and after the First Extension Maturity Date three percent (3.0%) three and one-half percent (3.5%) “Appraisal” shall mean an “as-is” appraisal of the Property prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third-party appraiser, who is State licensed or State certified if required under the laws of the State where the Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Administrative Agent. “Appraised Value” shall mean the “as is” appraised value of the Property, as determined by an Appraisal. “Approved Annual Budget” shall have the meaning set forth in Section 4.1.6(e). “Approved Equipment Financing” shall have the meaning set forth in Section 4.2.6. “Approved Independent Director Provider” shall mean (A) each of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, and Lord Securities Corporation and (B) additional national providers of Independent Directors reasonably approved in writing by Administrative Agent. “Assignment of Construction and Asset Management Agreement” shall mean (i) for so long as the Initial Construction and Asset Management Agreement shall remain in effect, the Assignment of Management Agreement dated as of the Closing Date, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time and (ii) any other assignment and subordination of construction and asset management agreement entered into in connection with this Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time “Assignment of Leases” shall mean that certain Assignment of Leases and Rents, dated as of the Original Closing Date, from Borrower, as assignor, to Original Administrative Agent (as assigned to Administrative Agent), for the benefit of the Lenders, as assignee, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Assignment of Leasing Agreement” shall mean, collectively, (i) for so long as the Leasing Agreement (Newmark) shall remain in effect, the Conditional Assignment of Rental -6- Agency Agreement and Subordination of Rental Agency Agreement, dated as of the Original Closing Date, among Borrower, Leasing Agent (Newmark) and Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, (ii) for so long as the Leasing Agreement (Savanna) shall remain in effect, the Conditional Assignment of Rental Agency Agreement and Subordination of Rental Agency Agreement, dated as of the Original Closing Date, among Borrower, Leasing Agent (Savanna) and Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, and (iii) any other assignment and subordination of leasing agreement entered into in connection with this Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Assignment of Management Agreement” shall mean that certain Conditional Assignment of Management Agreement and Subordination of Management Agreement, dated as of the Original Closing Date, among Borrower, Manager and Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Assignment of Protection Agreement” shall mean that certain Collateral Assignment of Interest Rate Protection Agreement, dated as of the date hereof, between Borrower and Administrative Agent, for the benefit of Lenders and acknowledged by Counterparty, and any other Collateral Assignment of Interest Rate Protection Agreement hereafter delivered in compliance with Section 4.1.11 hereof. “Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property. “Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. §101 et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights or any other Federal or state bankruptcy or insolvency law. “Bankruptcy Event” shall mean with respect to any Person: (a) such Person filing a voluntary petition under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (c) such Person filing an answer consenting to or otherwise consenting to or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, assignee, sequestrator (or similar official), liquidator, or examiner for such Person or any portion of the Property; (e) the filing of a petition against a Person seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the Bankruptcy Code or any other applicable law; (f) under the provisions of any other law for the relief or aid of debtors, an action

-7- taken by any court of competent jurisdiction that allows such court to assume custody or Control of a Person or of the whole or any substantial part of its property or assets; or (g) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due. “Benchmark” means (i) initially, Term SOFR and (ii) on and after the conversion to an Alternate Index Rate upon the occurrence of a Benchmark Transition Event, the Alternate Index Rate determined in accordance with the terms and conditions hereof; provided, however, that in no event shall the Benchmark ever be less than 1.00%. “Benchmark Interim Unavailability Period” means any Interest Period for which Administrative Agent determines that (a) adequate and reasonable means do not exist for ascertaining the then-current Benchmark (including, without limitation, that the Benchmark is no longer a reliable rate indicator), unless and until an Alternate Index Rate has been implemented with respect thereto pursuant to this Agreement, (b) it is unlawful or impossible for a Lender to use the then-current Benchmark to determine the applicable interest rate or (c) the then-current Benchmark does not adequately and fairly reflect the cost to any Lender of making or maintaining the investment hereunder due to changes in law, costs, fees, tariffs and taxes. “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; (3) in the case of clause (4) of the definition of “Benchmark Transition Event,” the date on which the use of the Benchmark becomes unlawful for a Lender; or (4) in the case of clause (5) of the definition of “Benchmark Transition Event,” the date on which the withdrawal of the recognition or the cessation of the endorsement of the Benchmark becomes effective. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as the Interest Rate Determination Date, the Benchmark Replacement Date will be deemed to have occurred prior to the Interest Rate Determination Date for such determination of the Alternate Rate. “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 -8- such statement or publication, said Benchmark is no longer generally accepted in the financial markets as a Benchmark and/or there is no successor administrator that will continue to provide the Benchmark; (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; (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; (4) a statute has been passed or a regulation has been issued by the competent legislative or executive bodies that renders the use of the Benchmark, for any reason, unlawful for a Lender, or otherwise prohibits a Lender from using the Benchmark; or (5) in case of the Benchmark being a third country product recognized or endorsed in the European Union, the withdrawal of the recognition or the cessation of the endorsement; provided that, at the time of the withdrawal or suspension or the cessation of endorsement, there is or will be no other form of recognition or endorsement in the European Union and the withdrawal of the recognition or the cessation of the endorsement are thus deemed to be permanent or indefinite. “Borrower” shall have the meaning set forth in the introductory paragraph hereto. “Borrower Party” shall mean each of Borrower and Guarantor. “Borrower Related Party” means, collectively and individually, any Borrower Party and any Affiliate of any of the foregoing. “Borrower Transaction Cost Cap” shall have the meaning set forth in Section 9.6 “Borrower’s knowledge” shall mean the actual knowledge of the parties primarily charged with the operation of the day-to-day activities of Borrower, which, for the avoidance of doubt, shall include, without limitation, Guarantor and Manager. “Borrower’s Requisition” shall have the meaning set forth in Section 2.7.1. “Breakage Costs” shall have the meaning set forth in Section 2.2.3(h). “Building Loan” shall have the meaning set forth in Section 2.6.2(g). -9- “Building Loan Agreement” shall have the meaning set forth in Section 2.6.2(g)(B). “Building Loan Amount” shall have the meaning set forth in Section 2.6.2(g)(B). “Building Loan Documents” shall mean the “Loan Documents” as defined in the Building Loan Agreement and Supplemental Building Loan Agreement. “Building Loan Outstanding Principal Balance” shall mean the “Outstanding Principal Balance” as defined in the Building Loan Agreement and Supplemental Building Loan Agreement. “Building Loan Pro Forma Debt Service” shall mean the “Pro Forma Debt Service” as defined in the Building Loan Agreement and the Supplemental Building Loan Agreement. “Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in the State of New York. “Capital Expenditures” shall mean, for any period, amounts expended for replacements and alterations to the Property, excluding any Tenant Improvements or Other Tenant Improvements, which are required to be capitalized according to Accounting Principles. “Capital Expenditures Work” shall mean any labor performed or materials installed in connection with any Capital Expenditure. “Capped Benchmark Rate” shall mean five and one-half percent (5.50%). “Carry Costs” shall mean the sum of the following costs associated with the Property for the applicable period or Fiscal Year: (i) Taxes, (ii) Other Charges, (iii) Insurance Premiums, and (iv) without duplication of the items described in clauses (i) – (iii), Operating Expenses. “Carry Guaranty” shall mean that certain Carry Guaranty of even date herewith from Guarantor for the benefit of Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Cash Collateral Account” shall mean the “Cash Collateral Subaccount” (as defined in the Cash Management Agreement). “Cash Management Agreement” shall mean that certain Cash Management Agreement of the Original Closing Date among Administrative Agent, for the benefit of Lenders, Borrower, Manager and Deposit Bank as the same may be amended, restated, supplemented or otherwise modified from time to time. “Cash Trap Funds” shall have the meaning set forth in Section 6.5.1. “Cash Trap Period” shall mean the following: (i) a period beginning on the date hereof and ending on the date that both (x) Tranches 1, 2 and 3 set forth in the DCAS Lease are Substantially Complete (as -10- defined in the DCAS Lease) and (y) DCAS has accepted the leased premises demised by the DCAS Lease and has commenced paying rent thereunder; or (ii) from and after the occurrence of any Event of Default, until Administrative Agent accepts in writing (in its sole and absolute discretion) a cure of the applicable Event of Default (provided that no Cash Trap Period remains in effect pursuant any other clause hereof); or (iii) the occurrence of a Bankruptcy Event with respect to Borrower or Guarantor. “Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof. “Casualty and Condemnation Account” shall have the meaning set forth in Section 6.6. “Casualty and Condemnation Funds” shall have the meaning set forth in Section 6.6. “Casualty Consultant” shall have the meaning set forth in Section 5.3.2(c). “Casualty Retainage” shall have the meaning set forth in Section 5.3.2(d). “Central Bank Pledge” shall have the meaning set forth in Section 9.1.1. “Clearing Account” shall have the meaning set forth in Section 6.1(a)(i). “Clearing Account Agreement” shall mean that certain Deposit Account Control Agreement dated as of the Original Closing Date by and among Borrower, Administrative Agent, for the benefit of Lenders, and Clearing Bank. “Clearing Bank” shall mean Wells Fargo, National Association or any successor pursuant to the terms and provisions hereof. “Closing Date” shall mean the date hereof. “Co-Lender Agreement” shall have the meaning set forth in Section 9.5. “Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form. “Collateral” shall mean the Property, Improvements and any personal property or other collateral with respect to which a Lien or security interest was granted to Administrative Agent, for the benefit of Lenders, pursuant to the Loan Documents. “Commitment” shall mean, as to each Lender, such Lender’s obligation to make disbursements pursuant to this Agreement, in an amount up to, but not exceeding the amount set forth for such Lender on Schedule I attached hereto as such Lender’s “Commitment Amount” or as otherwise agreed by the applicable Lenders. For the purposes of clarification, the Commitment

-11- of each Lender shall be measured utilizing the Original Senior Loan, Original Building Loan, and the Aggregate Supplemental Loan in the aggregate. “Completion Guaranty” shall mean that certain Completion Guaranty of even date herewith from Guarantor for the benefit of Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Compounded SOFR” means the compounded average of SOFRs for a one-month period, with the rate, or methodology for this rate, and conventions for this rate (which may include compounding in arrears with a lookback and/or suspension period as a mechanism to determine the interest amount payable prior to the end of each Interest Period) being established by Administrative Agent in accordance with: (1) the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for determining compounded SOFR; provided that: (2) if, and to the extent that Compounded SOFR cannot be determined in accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that are substantially consistent with the rate or methodology for U.S. dollar-denominated stand-alone floating rate commercial real estate loans with sponsors similar to Guarantor; provided, further, that if Administrative Agent decides that any such rate, methodology or convention determined in accordance with clause (1) or clause (2) is not administratively feasible for Administrative Agent, then Compounded SOFR will be deemed unable to be determined for purposes of the definition of “Alternate Index Rate.” “Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof. “Condemnation Proceeds” shall have the meaning set forth in the definition of Net Proceeds. “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes. “Constituent Members” shall have the meaning set forth in Section 3.1.24(ee)(i). “Construction and Asset Management Agreement” shall mean (i) shall mean that certain Project Management and Asset Management Agreement by and between Borrower and Construction and Asset Manager, dated as of the Closing Date (the “Initial Construction and Asset Management Agreement”) or (ii) any replacement construction and asset management agreement entered into by and between Borrower and a replacement construction and asset -12- manager in accordance with the terms of the Loan Documents, in each case, pursuant to which such construction and asset manager is to provide construction and asset management services with respect to the Property. “Construction and Asset Manager” shall mean (i) Savanna Project Management, LLC, a Delaware limited liability company and (ii) or any other construction and asset manager engaged by Borrower in accordance with the terms and conditions of the Loan Documents. “Construction Consultant” shall mean any Person (which may be an Affiliate of Administrative Agent) as Administrative Agent may designate and engage to inspect the Capital Expenditures Work, Other Tenant Improvement Work and Tenant Improvement Work, as work progresses, and consult with and to provide advice to and to render reports to Administrative Agent. “Construction Management Agreement” shall mean (i) shall mean that certain Construction Management Agreement by and between Borrower and Construction Manager, which shall be entered into after the Closing Date (the “Initial Construction Management Agreement”) or (ii) any replacement construction management agreement entered into by and between Borrower and a replacement construction manager in accordance with the terms of the Loan Documents, in each case, pursuant to which such construction manager is to provide construction management services with respect to the Property. “Construction Manager” shall mean (i) Savcon, LLC, a Delaware limited liability company and (ii) or any other construction and asset manager engaged by Borrower in accordance with the terms and conditions of the Loan Documents. “Contracts” shall mean all contracts, agreements, warranties, guaranties and representations relating to or governing the use, occupancy, operation, management, name, repair and service of the Property entered into by Borrower, Property Manager or their Affiliates. “Control” shall mean, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management policies or day-to-day activities of a Person, directly or indirectly, through the ownership of voting securities, by contract or otherwise, and the terms Controlled, Controlling and Common Control shall have correlative meanings, provided, however, that a Person shall not be deemed to Control another Person solely by having major decision or veto rights, provided, further, however, that a Person shall not be deemed to Control another Person solely as a result of another Person having approval or consent rights over “major decisions” or veto rights with respect to such other Person (i.e., Invesco JV Partner pursuant to the JV Agreement). “Counterparty” shall mean (a) the counterparty under the Interest Rate Protection Agreement or (b) a Person that guarantees such counterparty’s obligations under the Interest Rate Protection Agreement or otherwise provides to such counterparty credit support reasonably acceptable to Administrative Agent; provided, however, that such guarantor shall be deemed the “Counterparty” for so long as the long-term credit rating issued by the Rating Agencies to such guarantor is better than the long-term credit rating of the actual counterparty under the Interest Rate Protection Agreement. -13- “Debt” shall mean the then outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums due to the Lenders in respect of the Loan under the Note, this Agreement and any other Loan Document (including, without limitation, all costs and expenses payable to the Lenders thereunder). “Debt Service” shall mean, with respect to any particular period, the sum of the amount of interest and principal (if any) due pursuant to and in accordance with this Agreement with respect to such particular period. “Debt Service Coverage Ratio” shall mean, as of the date of determination, the ratio in which the numerator is the Net Operating Income as of the date of determination and the denominator is the sum of (A) the Pro Forma Debt Service as of the date of determination plus (B) the Building Loan Pro Forma Debt Service as of the date of determination. Administrative Agent’s calculation of the Debt Service Coverage Ratio shall be conclusive and binding on Borrower absent manifest error. “Debt Yield” shall mean, as of the date of determination, the ratio in which the numerator is the Net Operating Income as of the date of determination and the denominator is the Aggregate Outstanding Principal Balance. “DCAS Lease” shall mean that certain Lease dated as of June 27, 2023, between Borrower, as landlord, and DCAS Tenant, as tenant. “DCAS Shortfall Equity Financing” shall have the meaning given set forth in Section 2.9.2. “DCAS Tenant” shall mean the City of New York Department of Citywide Administrative Services. “Deemed Consent Mechanics” shall mean, whenever Administrative Agent’s approval or consent is required pursuant to the provisions of a particular Section of this Agreement (which section expressly references that such approval or consent is subject to the Deemed Consent Mechanics), and so long as no Event of Default has occurred which is then continuing, Administrative Agent’s consent shall be deemed given if: (A) the first correspondence from Borrower to Administrative Agent requesting such approval or consent is in an envelope marked “PRIORITY” and shall conspicuously state in 14 point or larger bold-faced type, a legend at the top of the first page thereof stating that “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY ADMINISTRATIVE AGENT TO BORROWER. FAILURE TO RESPOND TO THIS REQUEST WITHIN TEN (10) BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED”, and is accompanied by the information and documents required under such Section, and any other information reasonably requested by Administrative Agent in writing prior to the expiration of such ten (10) Business Day period in order to adequately review the same has been delivered; (B) Administrative Agent has failed to so respond by the tenth (10th) Business Day, and Borrower sends to Administrative Agent a second notice requesting approval in an envelope -14- marked “PRIORITY” and shall conspicuously state in 14 point or larger bold-faced type, a legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE LOAN BY [ADMINISTRATIVE AGENT] TO [BORROWER]. IF YOU FAIL TO PROVIDE A RESPONSE (E.G., APPROVAL, DENIAL OR REQUEST FOR CLARIFICATION OR MORE INFORMATION) TO THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS, YOUR APPROVAL SHALL BE DEEMED GIVEN”; and (C) Administrative Agent fails to provide a response (e.g., approval, denial or request for clarification or more information) to such second request for approval within such five (5) Business Day period. “Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, if not cured within the applicable grace, notice or cure period therefor (if any), would be an Event of Default. “Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate or (ii) five percent (5%) above the Applicable Interest Rate. “Defaulting Lender” shall mean any Lender which (a) fails or refuses to perform its obligations under this Agreement, the Building Loan Agreement or the Supplemental Building Loan Agreement within the time period specified for performance of such obligation, or, if no time frame is specified, if such failure or refusal continues for a period of two (2) Business Days after written notice from Administrative Agent (it being acknowledged and agreed that any funding of a Future Advance shall be made on the Requested Advance Date so long as all required conditions to such Future Advance are satisfied); provided that if such Lender cures such failure or refusal, such Lender shall cease to be a Defaulting Lender; (b) has (or has an Affiliate that has) acquired all or any interest in any Borrower Party; or (c) has (i) become subject of a Bankruptcy Event or (ii) become the subject of a Bail-In Action; provided that a Lender will not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest will not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (c) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender upon delivery of written notice of such determination by Administrative Agent to such Lender. Notwithstanding anything to the contrary contained in the foregoing, any Lender that refinances all or any portion of the Loan through German covered-mortgage bonds (Hypothekenpfandbriefe) (“Pfandbrief Lender”) shall not be considered a Defaulting Lender under the proceeding clause (c) unless such Pfandbrief Lender is also a Defaulting Lender under the preceding clauses (a) or (b) (any such Pfandbrief Lender that is a Defaulting Lender solely under clause (c), a “Pfandbrief Defaulting Lender”). “Defaulting Lender Notice” shall have the meaning set forth in Section 7.1.

-15- “Deposit Account” shall mean an Eligible Account under the sole dominion and control of Administrative Agent, for the benefit of lenders, at the Deposit Bank. “Deposit Bank” shall mean the bank or banks selected by Administrative Agent to maintain the Deposit Account. Administrative Agent may in its sole discretion change the Deposit Bank from time to time. As of the date hereof, the Deposit Bank is KeyBank National Association, a national banking association. “Determination Date” shall mean, with respect to each Interest Period, the date that is two (2) U.S. Government Securities Business Days prior to the fifteenth (15th) day of the calendar month in which such Interest Period commences; provided, however, that Administrative Agent shall have the right to change the Determination Date to any other day upon written notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Administrative Agent, Borrower shall promptly execute an amendment to this Agreement in form reasonably acceptable to Borrower to evidence such change. “Downtown Manhattan” shall mean the area of Manhattan, New York below 14th Street. “Easements” shall have the meaning set forth in Section 3.1.12. “Eligibility Requirements” means, with respect to any Person and in each case excluding the Loan, that such Person (i) has total assets (in name or under management or advisement) in excess of $475,000,000, and (except with respect to a pension advisory firm, asset manager or similar fiduciary) either (x) capital/statutory surplus or shareholder’s equity of at least $225,000,000 or (y) market capitalization of at least $375,000,000, and (ii) is regularly engaged in the business of making or owning (or, in the case of a pension advisory firm or similar fiduciary, regularly engaged in managing investments in) commercial real estate loans (including mezzanine loans to direct or indirect owners of commercial properties, which loans are secured by pledges of direct or indirect ownership interests in the owners of such commercial properties) or operating commercial properties. “Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution, (ii) reasonably acceptable to Administrative Agent or (iii) a segregated trust account or accounts (or subaccounts thereof) maintained with the corporate trust department of a federal depository institution or state chartered depository institution subject to regulations regarding fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulations § 9.10(b), having in either case corporate trust powers, acting in its fiduciary capacity, and a combined capital and surplus of at least $50,000,000, subject to supervision or examination by federal and state authorities and having a long-term unsecured debt rating of “BBB-” or higher by S&P and “A2” or higher by Moody’s and a short-term unsecured debt rating of “A-1” or higher by S&P and “P-1” or higher by Moody’s. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument. “Eligible Assignee” means a Person who is not a Prohibited Person and is either: (i) an Affiliate of Lender, or (ii) one or more of the following: -16- (A) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided, that, any such Person referred to in this clause (A) satisfies the Eligibility Requirements; (B) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, provided, that, any such Person referred to in this clause (B) satisfies the Eligibility Requirements; (C) an institution substantially similar to any of the Persons described in clause (ii)(A), (ii)(B) or (ii)(F) of this definition that satisfies the Eligibility Requirements; (D) any Person Controlled by, Controlling or under common Control with any of the Persons described in clause (i), clause (ii)(A), (ii)(B), (ii)(C) or (ii)(F) of this definition that satisfies the Eligibility Requirements; or (E) an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager acts as general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more of the following: a Lender and its respective Affiliates or an Eligible Assignee (without giving effect to clause (E) of the definition of such term). “Eligible Contract Participant” shall have the meaning set forth in Section 4.1.11(b). “Eligible Institution” shall mean a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “P-1” by Moody’s and “F-1” by Fitch (if rated by Fitch) (and the long term unsecured debt obligations of such depository institution are rated at least “A” by Fitch (if rated by Fitch)) in the case of accounts in which funds are held for thirty (30) days or less or, in the case of accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least (i) “A” by S&P, (ii) “A” by Fitch (if rated by Fitch) (and the short term deposits or short term unsecured debt obligations or commercial paper of such depository institution are rated no less than “F1” by Fitch (if rated by Fitch)), and (iii) “A2” by Moody’s, or in the case of Letters of Credit, the long term unsecured debt obligations of which are rated at least (i) “A+” by S&P, (ii) “A+” by Fitch (if rated by Fitch) (and the short term deposits or short term unsecured debt obligations or commercial paper of such depository institution are rated no less than “F1” by Fitch (if rated by Fitch)) and (iii) “A1” by Moody’s; provided, however, that Wells Fargo Bank, N.A. and KeyBank National Association, a national banking association, shall be deemed to be approved by Administrative Agent as an Eligible Institution, and for purposes of the Deposit Bank, the definition of Eligible Institution shall have the meaning set forth in the Cash Management Agreement. “Embargoed Person” shall have the meaning set forth in Section 3.1.42. “Emergency Expenses” shall have the meaning set forth in Section 4.1.6(f). -17- “Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement dated as of the date hereof executed by Borrower and Guarantor in connection with the Loan for the benefit of Administrative Agent, for the benefit of Lenders. “Equipment” shall have the meaning set forth in the granting clause of the Mortgage. “ERISA” shall have the meaning set forth in Section 4.2.10(a). “ERISA Affiliate” shall mean each person that together with Borrower would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code. “Event of Default” shall have the meaning set forth in Section 10.1(a). “Excess Cash Flow” shall have the meaning ascribed to such term in the Cash Management Agreement. “Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of the Recipient being organized under the laws of, or having its principal office or, in the case of a Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or commitment or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.5, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to a Lender’s failure to comply with Section 2.5 and (d) any withholding Taxes imposed under FATCA. “Extension Fee” shall mean, with respect to the Second Extension Option, an amount equal to twenty-five (25) basis points (0.25%) of the sum of the Outstanding Principal Balance. “Extension Option” shall have the meaning set forth in Section 2.3.2(b). “Extension Period” shall mean each of (i) the period commencing on the day immediately following the Initial Maturity Date and ending on the First Extension Maturity Date and (ii) the period commencing on the day immediately following the First Extension Maturity Date and ending on the Second Extension Maturity Date. “Extraordinary Expense” shall have the meaning set forth in Section 4.1.6(f). “FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any -18- intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. “Federal Funds Rate” means the rate published on the Federal Reserve Bank of New York’s Website from time to time as the Federal Funds Rate (EFFR). In no event shall the Federal Funds Rate be less than zero. “Federal Reserve Bank of New York’s Website” shall mean the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source. “First Extension Maturity Date” shall mean July 5, 2027. “First Extension Option” shall have the meaning set forth in Section 2.3.2(b). “Fiscal Year” shall mean each twelve-month period commencing on January 1 and ending on December 31 of such calendar year during each year of the term of the Loan, except that the first Fiscal Year with respect to the Loan shall commence on the Closing Date and end on December 31, 2019. Provided no Event of Default exists, Borrower may change its Fiscal Year with the prior written consent of Administrative Agent, such consent not to be unreasonably withheld, conditioned or delayed. “Fitch” shall mean Fitch, Inc. “Foreign Lender” shall mean a Lender that is not a U.S. Person. “Full Replacement Cost” shall have the meaning set forth in Section 5.1.1(a)(xi). “Funding Guaranty” shall mean that certain Funding Guaranty of even date herewith from Guarantor for the benefit of Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Future Advance” or “Future Advances” shall mean, collectively, the Future Advance (Capital Expenditures), Future Advance (TI/LCs) and Future Advance (Interest/Carry Shortfall). “Future Advance (Capital Expenditures)” or “Future Advances (Capital Expenditures)” shall have the meaning set forth in the Supplemental Building Loan Agreement. “Future Advance (Interest/Carry Shortfalls)” or “Future Advances (Interest/Carry Shortfall)” shall mean one or more advances of a portion of the Future Funding Amount available to Borrower pursuant to Section 2.6 hereof to pay for Interest/Carry Shortfall. “Future Advance (TI/LCs)” or “Future Advances (TI/LCs)” shall have the meaning set forth in the Supplemental Building Loan Agreement. “Future Funding Amount” shall mean a portion of the Supplemental Loan consisting of Future Advances not to exceed Two Million Five Hundred Forty-Eight Thousand Nine Hundred Eighty-Three and 00/100 Dollars ($2,548,983.00), in the aggregate, available to be advanced to

-19- Borrower in accordance with the terms and conditions set forth in this Agreement and the Supplemental Building Loan Agreement, as applicable. “GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession. “Government List” shall mean any list published by the OFAC (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons). “Governmental Approvals” shall mean all approvals, consents, waivers, orders, acknowledgments, authorizations, inspections, signoffs, permits and licenses required under applicable Legal Requirements to be obtained from any Governmental Authority for the use, occupancy and operation of the Improvements, including, without limitation, all land use, building, subdivision, zoning, environmental and similar ordinances and regulations promulgated by any Governmental Authority. “Governmental Authority” shall mean any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city, foreign or otherwise) whether now or hereafter in existence. “Gross Revenue” shall mean all revenue or other proceeds derived from the ownership, operation, financing or sale of the Property (or any portion thereof) from whatever source, (including, without limitation, Rents, lease termination payments, and any revenue or proceeds received by any Borrower Related Party or Manager relating to the Property), any revenue received in connection with any tax certiorari proceeding and any amounts received by any Borrower Related Party or Manager as a result of any litigation or other legal, administrative or other proceeding relating to the Property (net of reasonable costs and expenses incurred by such Borrower Related Party or Manager in accordance herewith in recovering such amounts); provided, however, Gross Revenue shall not include any Awards or Insurance Proceeds (other than business interruption and/or rental loss insurance proceeds) or disbursements of any Reserve Funds from the Accounts or Working Capital Funds from the Working Capital Account. “Guarantor” shall mean Pacific Oak SOR Properties, LLC (formerly known as KBS SOR Properties, LLC), a Delaware limited liability company, or any successor guarantor(s) thereof in accordance with this Agreement). “Guarantor Financial Covenants” shall mean the “Net Worth Threshold” and required threshold for “Unencumbered Liquid Assets”, each as defined and set forth in Section 25 of the Guaranties. “Guaranties” shall mean, collectively, the Completion Guaranty, the Carry Guaranty, the Recourse Guaranty, the Funding Guaranty and the Environmental Indemnity. -20- “Improvements” shall have the meaning set forth in the granting clause of the Mortgage. “Increased Costs” shall have the meaning set forth in Section 2.5.1. “Indebtedness” shall mean, for any Person, any indebtedness or other similar obligation for which such Person is obligated (directly or indirectly, by contract, operation of law or otherwise) without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable; (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder; (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a preferred or special dividend, including any mandatory redemption of shares or interests; (iv) all indebtedness guaranteed by such Person, directly or indirectly; (v) all obligations under leases that constitute capital leases for which such Person is liable; and (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss. “Indemnified Liabilities” shall have the meaning set forth in Section 11.13(b). “Indemnified Party” shall have the meaning set forth in Section 11.13(b). “Indemnified Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. “Independent Director” shall have the meaning set forth in Section 3.1.24(dd). “Individual Guarantor” shall mean any Guarantor under who is an individual. “Initial Approved Annual Budget” shall mean the Annual Budget that has been approved by Administrative Agent as of the date hereof and which is attached hereto as Schedule VII. “Initial Construction and Asset Management Agreement” shall have the meaning set forth in the definition of Construction and Asset Management Agreement. “Initial Construction Management Agreement” shall have the meaning set forth in the definition of Construction Management Agreement. “Initial Management Agreement” shall have the meaning set forth in the definition of Management Agreement. “Initial Maturity Date” shall mean July 5, 2026. “Initial Term” shall mean the period from the Closing Date through and including the Initial Maturity Date. “Insurance Funds” shall have the meaning set forth in Section 6.3.1. -21- “Insurance Premiums” shall mean the premiums due under the Policies. “Insurance Proceeds” shall have the meaning set forth in the definition of Net Proceeds. “Insurance Reserve Account” shall have the meaning set forth in Section 6.3.1. “Intellectual Property” shall have the meaning set forth in Section 3.1.46. “Interest/Carry Shortfall” shall mean the actual or anticipated shortfall in Gross Revenue to pay (or make deposits required by Article 6 hereof as applicable Reserve Funds) the sum of (x) Aggregate Debt Service and (y) Carry Costs for a given period, in each case as set forth in the Approved Annual Budget (including the variances with respect thereto permitted by this Agreement pursuant to Section 4.1.6(d)). “Interest/Carrying Costs Account” shall have the meaning set forth in Section 6.8.6. “Interest Period” shall mean (a) for the first interest period hereunder, (i) if the Closing Date occurs on or before the fifteenth (15th) day of a calendar month, the period commencing on the Closing Date and ending on (and including) the fourteenth (14th) day of the calendar month in which the Closing Date occurs, and (ii) if the Closing Date occurs on or after the fifteenth (15th) day of a calendar month, the period commencing on the Closing Date and ending on (and including) the fourteenth (14th) day of the following calendar month and (b) for each interest period thereafter, the period commencing on the fifteenth (15th) day of each calendar month and ending on (and including) the fourteenth (14th) day of the following calendar month. Each Interest Period as set forth in clause (b) above shall be a full month and shall not be shortened by reason of any payment of the Loan prior to the expiration of such Interest Period. “Interest Rate Determination Date” means (a) with respect to any Interest Period that occurs while the Loan is a SOFR Rate Loan, the day that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period and (b) with respect to any Interest Period that occurs while the Loan is an Alternate Rate Loan, the date determined by Administrative Agent in accordance with the Alternate Rate Conforming Changes; provided, however, that Administrative Agent shall have the one-time right to change the Interest Rate Determination Date to any other day of the month upon written notice to Borrower (in which event such change shall then be deemed to be effective), and, if requested by Administrative Agent, Borrower shall promptly execute an amendment to this Agreement to evidence such change. “Interest Rate Protection Agreement” shall mean one or more interest rate caps (together with the schedules relating thereto) in form and substance reasonably satisfactory to Administrative Agent, with a confirmation from the Counterparty in the form reasonably satisfactory to Administrative Agent, between Borrower and, subject to Section 4.1.11, a Counterparty acceptable to Administrative Agent with a Minimum Counterparty Rating, and all amendments, restatements, replacements, supplements and modifications thereto. “Invesco JV Partner” shall mean Invesco CMI Investments 110 William, LLC, a Delaware limited liability company. -22- “Invesco Sponsor” shall mean Invesco CMI Investments, L.P., a Delaware limited partnership. “JV Agreement” shall mean that certain Limited Liability Company Agreement of JV Entity by and between Pacific Oak JV Partner and Invesco JV Partner, dated as of the Closing Date. “JV Entity” shall mean Pacific Oak SOR SREF III 110 William, LLC (formerly known as, KBS SOR SREF III 110 William, LLC), a Delaware limited liability company. “Lease” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property, and every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto. In no event shall the term “Lease” include any subleases, underleases or similar agreements, except solely to the extent of Borrower’s interest, if any, thereunder. “Lease Termination Fee” shall have the meaning set forth in Section 6.4.1. “Lease Termination Funds” shall have the meaning set forth in Section 6.4.1. “Lease Termination Reserve Account” shall have the meaning set forth in Section 6.4.1. “Leasing Agent” shall mean (as the context may require) (i) Leasing Agent (Newmark), (ii) Leasing Agent (Savanna), (iii) Leasing Agent (Cushman), and (iv) or any other leasing agent engaged by Borrower in accordance with the terms and conditions of the Loan Documents. “Leasing Agent (Cushman)” shall mean Cushman & Wakefield, Inc., a New York corporation. “Leasing Agent (Newmark)” shall mean Newmark & Company Real Estate, Inc. d/b/a Newmark Grubb Knight & Frank, a New York corporation. “Leasing Agent (Savanna)” shall mean Savanna Commercial Services LLC, a Delaware limited liability company. “Leasing Agreement” shall mean (as the context may require) (i) the Leasing Agreement (Newmark), (ii) the Leasing Agreement (Savanna) (Office), (iii) Leasing Agreement (Savanna) (Retail), (iv) Leasing Agreement (Cushman) or (v) any Replacement Leasing Agreement entered into by and between Borrower or Manager and a Leasing Agent in accordance with the terms of the Loan Documents, in each case, pursuant to which the Leasing Agent is to provide leasing services with respect to the Property. “Leasing Agreement (Cushman)” shall mean that certain Rental Agency Agreement dated as of July 24, 2019 between Borrower and Leasing Agent (Cushman).

-23- “Leasing Agreement (Newmark)” shall mean that certain Rental Agency Agreement dated as of December 11, 2014 between Borrower and Leasing Agent (Newmark), as amended by that certain First Amendment Letter Agreement, dated as of November 28, 2017. “Leasing Agreement (Savanna) (Office)” shall mean that certain Second Amended and Restated Rental Agency Agreement dated as of the Closing Date between Borrower and Leasing Agent (Savanna). “Leasing Agreement (Savanna) (Retail)” shall mean that certain Amended and Restated Rental Agency Agreement dated as of the Closing Date between Borrower and Leasing Agent (Savanna). “Leasing Commissions” shall mean the leasing commissions required to be paid by Borrower pursuant to the terms and provisions of the Leasing Agreement for procuring Leases with respect to the Property or any other leasing commission agreement with respect to the Property. “Legal Requirements” shall mean, individually and/or collectively, as the context may require, 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, any Secondary Market Transaction with respect to the Loan, any Borrower Party, the Property or any part thereof or the construction, use, alteration, operation or sale thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the rules and regulations promulgated pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, zoning and land use laws, the Americans with Disabilities Act of 1990, 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 (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof. “Lender” shall have the meaning set forth in the introductory paragraph hereto. “Letter of Credit” shall mean a standby letter of credit (and any amendment thereof) that (a) is issued by an Eligible Institution or, if not an Eligible Institution, by a bank reasonably acceptable to Administrative Agent, (b) has an expiry date of not less than one (1) year from its issuance, (c) may be drawn upon by presentation by Administrative Agent of a sight draft at a location reasonably satisfactory to Administrative Agent, and (d) is otherwise reasonably satisfactory to Administrative Agent. “Licenses” shall have the meaning set forth in Section 3.1.18. “Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting the Property or any portion thereof or any direct or indirect interest in Borrower including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of -24- the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances. “Lien Holdback Amount” shall have the meaning set forth in the definition of Permitted Encumbrances. “Limited Recourse Guaranty” shall mean that certain Limited Recourse Guaranty dated as of March 7, 2019 from Guarantor in favor of Administrative Agent for the benefit of Lenders, as amended, restated, supplemented or otherwise modified from time to time, which guaranty is terminated in its entirety as of the Closing Date. “LLC Agreement” shall have the meaning set forth in Section 3.1.24(cc). “Loan” shall mean collectively (x) the Original Senior Loan in the outstanding principal amount of Two Hundred Fourteen Million Nine Hundred Sixty One Thousand Eight Hundred Ninety-One and 97/100 Dollars ($214,961,891.97), which has been advanced by Lenders to Borrower pursuant to the Original Loan Agreement and (y) the Supplemental Loan in a principal amount of up to Twelve Million One Hundred Fifty-Eight Thousand Nine Hundred Eighty-Three and 00/100 Dollars ($12,158,983.00), $9,610,000.00 of which has been advanced prior to the date hereof, and $2,548,983.00 of which shall be advanced by PBB to Borrower pursuant to this Agreement. “Loan Documents” shall mean, collectively, this Agreement, the Note, the Mortgage, the Assignment of Leases, the Cash Management Agreement, the Clearing Account Agreement, the Working Capital Account Agreement, the Environmental Indemnity, the Recourse Guaranty, the Completion Guaranty, the Carry Guaranty, the Funding Guaranty, the Assignment of Management Agreement, the Assignment of Leasing Agreement, the Assignment of Construction and Asset Management Agreement, the Assignment of Protection Agreement and any other document pertaining to the Property as well as all other documents now or hereafter executed and/or delivered in connection with the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. “Losses” shall mean actual liabilities, obligations, losses, damages (excluding special, consequential, punitive or indirect damages, unless the same are asserted against Administrative Agent, each Lender or any Indemnified Party by a third party and actually incurred), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of third-party counsel related thereto). “Major Lease” shall mean (i) any Lease which, individually or when aggregated with all other Leases at the Property with the same Tenant or its Affiliate demises 50,000 rentable square feet or more at the Property (which calculation of rentable square feet shall assume the exercise of the following, but only if such exercise would then result in such Lease being greater than 10% of rentable square feet or more at the at the Property (x) all expansion rights, (y) all rights of first refusal to lease additional space at the Property contained in such Lease and (z) all rights of first offer and other preferential rights to lease additional space at the Property contained in such Lease, whether or not such Lease demises 50,000 rentable square feet or more at the time of -25- determination), (ii) any Lease which contains any option, offer, right of first refusal or other similar entitlement to acquire all or any portion of the Property (which such rights shall be deemed to be exclusive of any rights under any Lease to extend the term thereof or to lease additional space at the Property), or (iii) any instrument guaranteeing or providing credit support for any Lease meeting the requirements of clause (i) or (ii) above. “Management Agreement” shall mean that certain Management Agreement by and between Borrower and Initial Manager, dated as of April 17, 2019 (the “Initial Management Agreement”) or any Replacement Management Agreement entered into by and between Borrower and a Manager in accordance with the terms of the Loan Documents, in each case, pursuant to which the Manager is to provide property management and other services with respect to the Property. “Manager” shall mean CBRE, Inc., a Delaware corporation (“Initial Manager”), or any other property manager engaged by Borrower in accordance with the terms and conditions of the Loan Documents. “Material Action” shall mean to file any insolvency or reorganization case or proceeding, to institute proceedings to have Borrower or an SPC Party be adjudicated bankrupt or insolvent, to institute proceedings under any applicable insolvency law, to seek any relief under any law relating to relief from debts or the protection of debtors, to consent to the filing or institution of bankruptcy or insolvency proceedings against Borrower or an SPC Party to file a petition seeking, or consent to, reorganization or relief with respect to Borrower under any applicable federal or state law relating to bankruptcy or insolvency, to seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian, or any similar official of or for Borrower or an SPC Party or a substantial part of its property, to make any assignment for the benefit of creditors of Borrower or an SPC Party or to take action in furtherance of any of the foregoing. “Material Adverse Effect” shall mean a material adverse effect on (i) the Property (taken as a whole, including, without limitation, the value, use, operation, construction, renovation or leasing thereof), (ii) the business, profits, prospects, management, operations or condition (financial or otherwise) of Borrower, Guarantor or the Property, in each case in a manner that would materially and adversely affect the ability of Borrower, or Guarantor, as applicable, to perform its obligations under the Loan, (iii) the enforceability, validity, perfection or priority of the lien of the Mortgage or the other Loan Documents, (iv) the ability of Borrower to perform its obligations under this Agreement or the other Loan Documents, or (v) the ability of Guarantor to perform its obligations under any Guaranty or the other Loan Documents. “Material Agreements” (i) any general contractor’s agreement, development management agreement, architect’s agreement or engineering agreement, (ii) any cleaning, maintenance, servicer or other contract or agreement of any kind which has a term of more than one (1) year and is not cancelable on sixty (60) days’ or less notice without requiring the payment of termination fees, (iii) any agreement with a Borrower Related Party (other than the Management Agreement, Leasing Agreement and the Construction and Asset Management Agreement, (iv) any agreement which is, when aggregated with all other contracts and agreements with such Person and their Affiliates, for an aggregate per annum contract price equal to or greater than -26- $1,000,000.00, and (v) any agreement relating to environmental remediation or other environmental matters. “Maturity Date” shall mean the Initial Maturity Date or if the term of the Loan is extended in accordance with the terms of this Agreement, the term “Maturity Date” shall mean the First Extension Maturity Date or the Second Extension Maturity Date as applicable or, in either case, such earlier date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by prepayment, by declaration of acceleration, or otherwise. “Maximum Legal Rate” shall mean the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan. “Member” shall have the meaning set forth in Section 3.1.24(cc)(i). “Minimum Advance Amount” shall mean $37,500.00. “Minimum Counterparty Rating” shall mean (a) a long-term credit rating from S&P of at least “A-” and (b) a long-term credit rating from Moody’s of at least “A3”. “Minimum Equity Requirement” shall have the meaning set forth in Section 4.1.37 “Minimum Extension Debt Yield” shall have the meaning set forth in Section 2.3.2(b)(viii). “Minimum Leasing Parameters” shall mean, with respect to any Lease, the leasing parameters set forth on Schedule V attached hereto. “Minor Lease” shall mean any Lease that is not a Major Lease. “Monthly Debt Service Payment Amount” shall mean on each Monthly Payment Date through and including the Maturity Date, an amount equal to the interest accruing on the Outstanding Principal Balance at the Applicable Interest Rate (or at the Default Rate, as applicable) for the immediately preceding Interest Period, which interest shall be calculated in accordance with Section 2.2. “Monthly Payment Date” shall mean the ninth (9th) calendar day of each calendar month during the term of the Loan, and if such day is not a Business Day, then the Business Day immediately preceding such day. “Moody’s” shall mean Moody’s Investors Service, Inc. “Mortgage” shall mean, as of the date hereof, (i) that certain Senior Loan Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement, dated as of the Original Closing Date, executed and delivered by Borrower as security for the Loan and

-27- encumbering the Property in the amount of $215,475,000.00 (of which $214,961,891.47 is outstanding) and (ii) the Supplemental Mortgage. “Net Operating Income” shall mean as the date of calculation (i) annualized Gross Revenue (excluding (x) lease termination payments and (y) security deposits) based on in place Rents under Leases with Tenants in occupancy at the Property and paying Rent, and also including (x) Rents relating to Leases with Tenants that are reasonably expected to take occupancy within (i) ninety (90) days of the date of calculation or (ii) one hundred eighty (180) days of the date of calculation for investment grade (BBB- or higher) Tenants or New York City and/or New York State agency Tenants, but excluding: (A) Rents relating to any Tenant under a Lease which is more than sixty (60) days delinquent in payment of rent, (B) Rents relating to Tenants who are month to month, (C) Rents relating to Tenants who are Affiliates of Borrower or Guarantor to the extent such Rents are at above-market rates, (D) Rents relating to Tenants subject to a Bankruptcy Event unless the applicable Lease has been affirmed in connection with such Bankruptcy Event and (E) any other nonrecurring or extraordinary sources of Gross Revenue less (ii) actual Operating Expenses incurred in connection with the Property for the trailing twelve (12) month period preceding the date of calculation with any reasonable adjustments for any known increases in such Operating Expenses (assuming a base property management fee equal to the greater of: (x) the actual amount paid by Borrower during such twelve (12) month period and (y) one and one half percent (1.5%) of Gross Revenue {inclusive of the cost of the property manager (estimated at approximately $200,000 per annum) and assistant property manager (estimated at approximately $93,000 per annum)). Notwithstanding the foregoing, Gross Revenue from any Tenant that is in a free rent period that exceeds 1.2 months per lease year shall be adjusted by not including in Gross Revenue an amount equivalent to that portion of free rent that exceeds 1.2 months per lease year. “Net Proceeds” shall mean: (i) the net amount of all insurance proceeds received by Administrative Agent, for the benefit of Lenders, under the insurance policies maintained pursuant to Section 5.1.1 as a result of such damage or destruction, after deduction of reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Insurance Proceeds”); or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be. “Net Proceeds Deficiency” shall have the meaning set forth in Section 5.3.2(f). “New Non-Consolidation Opinion” shall mean a bankruptcy substantive non- consolidation opinion provided by outside counsel, in a form reasonably acceptable to Administrative Agent. “Non-Consolidation Opinion” shall mean that certain bankruptcy non-consolidation opinion letter dated the date hereof delivered by Paradise Law Group, PC in connection with the Loan. “Note” shall have the meaning set forth in Section 2.1.3. “Notice” shall have the meaning set forth in Section 11.6. “O&M Program” shall have the meaning set forth in Section 4.1.19. -28- “Obligations” shall mean, collectively, Borrower’s obligations for the payment of the Debt and the performance of all obligations of Borrower contained in the Loan Documents. “OFAC” shall have the meaning set forth in Section 3.1.43(a). “Officer’s Certificate” shall mean a certificate delivered to Administrative Agent, for the benefit of Lenders by Borrower which is signed by an authorized senior officer of Borrower (or its general partner or managing member). “Omnibus Amendment to Original Loan Documents” shall mean that certain Omnibus Amendment of Loan Documents dated as of the Closing Date by and between Borrower, Savanna Guarantor, Guarantor and Administrative Agent (for itself and all Lenders). “Open Prepayment Date” shall mean the Monthly Payment Date occurring in July, 2024. “Operating Expenses” shall mean, for any period, without duplication, all expenses actually paid or payable by Borrower during such period in connection with the operation, management, maintenance, repair and use of the Property, computed in accordance with Accounting Principles. Operating Expenses specifically shall include (i) all expenses incurred in the immediately preceding twelve (12)-month period based on financial statements delivered to Administrative Agent in accordance with Section 4.1.6(c) and (d) (or during any shorter period of determination), (ii) property management fees in an amount equal to the management fees actually paid under the Management Agreement, (iii) administrative, payroll, security and general expenses for the Property, (iv) the cost of utilities, inventories and fixed asset supplies consumed in the operation of the Property, (v) costs and fees of independent professionals (including, without limitation, accounting, consultants and other professional expenses, technical consultants, operational experts (including quality assurance inspectors) or other third parties retained to perform services required or permitted hereunder), (vi) [reserved], (vii) operational equipment and other lease payments, (viii) all underwritten reserves required by Administrative Agent hereunder (without duplication of amounts paid from such reserves) and (ix) Taxes and Other Charges (other than income taxes or Other Charges in the nature of income taxes) and insurance premiums. Notwithstanding the foregoing, Operating Expenses shall not include (1) depreciation or amortization, (2) income taxes or Other Charges in the nature of income taxes, (3) any expenses (including legal, accounting and other professional fees, expenses and disbursements) incurred in connection with the making of the Loan or the sale, exchange, transfer, financing or refinancing of all or any portion of the Property or in connection with the recovery of Insurance Proceeds or Awards which are applied to prepay the Note, (4) Capital Expenditures, (5) Debt Service hereunder and under the Building Loan Agreement and the Supplemental Building Loan Agreement, and (6) any item of expense which would otherwise be considered within Operating Expenses pursuant to the provisions above but is paid directly by any Tenant. To the extent the period of determination of Operating Expenses is less than one year and an Operating Expense relates to an entire calendar year (e.g., real estate taxes), then, for purposes of determining the calculation of such Operating Expense, the same shall be prorated for the relevant period of determination based on the total annual amount paid with respect thereto. Administrative Agent shall calculate Operating Expenses based upon information provided to Administrative Agent by Borrower pursuant to Section 4.1.6 hereof and such determination shall be made in its reasonable discretion. -29- “Original Administrative Agent” shall have the meaning set forth in the recitals hereto. “Original Building Loan” shall have the meaning set forth in the recitals hereto. “Original Carry Guaranty” shall mean that certain Guaranty of Interest and Carry Costs dated as of the Original Closing Date from Savanna Guarantor for the benefit of Original Administrative Agent for the benefit of Lenders, as amended, restated, supplemented or otherwise modified from time to time, which guaranty is terminated in its entirety as of the Closing Date pursuant to the Omnibus Amendment to Original Loan Documents. “Original Closing Date” shall have the meaning set forth in the recitals hereto. “Original Completion Guaranty” shall mean that certain Completion Guaranty dated as of the Original Closing Date from Savanna Guarantor for the benefit of Original Administrative Agent for the benefit of Lenders, as amended, restated, supplemented or otherwise modified from time to time, which guaranty is terminated in its entirety as of the Closing Date pursuant to the Omnibus Amendment to Original Loan Documents. “Original Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement dated as of the Original Closing Date from Borrower and Savanna Guarantor for the benefit of Original Administrative Agent for the benefit of Lenders, as amended, restated, supplemented or otherwise modified from time to time, which indemnity is modified as of the Closing Date pursuant to the Omnibus Amendment to Original Loan Documents. “Original Loan” shall have the meaning set forth in the recitals hereto. “Original Loan Agreement” shall have the meaning set forth in the recitals hereto. “Original Recourse Guaranty” shall mean that certain Guaranty of Recourse Obligations dated as of the Original Closing Date from Savanna Guarantor for the benefit of Original Administrative Agent for the benefit of Lenders, as amended, restated, supplemented or otherwise modified from time to time, which guaranty is modified as of the Closing Date pursuant to the Omnibus Amendment to Original Loan Documents. “Original Senior Loan” shall have the meaning set forth in the recitals hereto. “Original Supplemental Loan” shall have the meaning set forth in the recitals hereto. “Other Charges” shall mean all ground rents (if any), maintenance charges, impositions other than Taxes, and any other charges, now or hereafter levied or assessed or imposed against the Property or any part thereof by any Governmental Authority. “Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or any Loan Document). -30- “Other Taxes” shall have the meaning set forth in Section 2.5.3. “Other Tenant Improvement Allowance” shall mean the amount required to be paid by Borrower to any Tenant (excluding DCAS Tenant) under any Lease (excluding the DCAS Lease) on account of or in lieu of work performed by such Tenant in the applicable space demised under such Lease. “Other Tenant Improvements” shall mean the improvements and/or other work affecting the demised premises of any Lease (excluding the DCAS Lease), which is required to be constructed and paid for by Borrower pursuant to such Leases for such space. “Other Tenant Improvement Work” shall mean the construction work to be performed by or on behalf of Borrower, as landlord, or any Tenant (excluding DCAS Tenant), as tenant, as Other Tenant Improvements under any Lease (excluding the DCAS Lease). “Other Tenant Inducement Costs” shall mean concessions provided to any Tenant (excluding DCAS Tenant) under or with respect to any Lease (excluding the DCAS Lease) (including, without limitation, the payment of any lease termination payments, purchases of furniture and payment of moving costs). “Other TI/LC Costs” shall mean the costs of all Other Tenant Improvement Work or Other Tenant Improvement Allowances, Other Tenant Inducement Costs and Leasing Commission costs associated with any Lease (excluding Leasing Commissions with respect to the DCAS Lease), in each case, to be paid by Borrower pursuant to the terms of such Lease. “Outstanding Principal Balance” means, as of any date, the then outstanding principal balance of the Loan. “Pacific Oak JV Partner” shall mean Pacific Oak SOR 110 William JV, LLC (formerly known as, KBS SOR 110 William JV, LLC), a Delaware limited liability company. “Pacific Oak Sponsor” shall mean Pacific Oak Strategic Opportunity REIT, Inc. (formerly known as, KBS Strategic Opportunity REIT, Inc.), a Maryland corporation. “Participant” shall mean any Person that has purchased a participation in this Agreement pursuant to Section 11.25. “Participant Register” has the meaning specified in Section 9.4(a). “Patriot Act” shall have the meaning set forth in Section 3.1.43(a). “PCR” shall mean the Property Condition Report prepared for Deutsche Pfandbriefbank AG dated May 23, 2023 prepared by CBRE, Inc., as Project No. CB23US040069. “Permitted Encumbrances” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents and the Building Loan Documents, (ii) all Liens, encumbrances and other matters accepted by Administrative Agent, for the benefit of the Lenders, as of closing under the Title Insurance Policy, (iii) Liens, if any, for Taxes imposed by any Governmental

-31- Authority not yet due and delinquent, or if due and delinquent, are being contested in good faith in accordance with the terms hereof, (iv) any workers’, mechanics’ or other similar Liens on the Property provided that either (x) any such Lien is bonded or discharged or diligently contested in good faith in accordance with the terms hereof or (y) if such Lien is filed in connection with Tenant Improvement Work or Other Tenant Improvement Work being performed by a Tenant, Borrower is using commercially reasonable efforts in accordance with the applicable Lease to cause such Tenant to remove such Lien or (z) Borrower funds into escrow with Administrative Agent or Title Company an amount equal to one hundred fifty percent (150%) of the amount of any such Lien (the “Lien Holdback Amount”), which Lien Holdback Amount shall be released to Borrower upon delivery by Borrower of a lien waiver for such Lien (conditioned only on payment of such Lien) or release of such Lien from title of the Property, (v) as to items created or modified after the date hereof, dedications (or modifications of dedications) of portions of the Property or the grant (or modifications of grants) of easements, restrictions, covenants, reservations, rights-of-way and similar encumbrances, entered into in the ordinary course of business for traffic circulation, ingress, egress, parking, access, utilities or for other similar purposes, which are not monetary encumbrances against the Property, do not create material affirmative obligations on behalf of the Property and which do not, individually or in the aggregate, materially and adversely affect the value, use or operation of the Property, (vi) Approved Equipment Financing (as defined in Section 4.26 hereof), (vii) Leases entered into in accordance with the Loan Documents, (viii) subordination, non-disturbance and attornment agreements executed with respect to Leases, (ix) memoranda of Leases, and (x) such other title and survey exceptions as Administrative Agent has approved or may approve in writing in Administrative Agent’s sole discretion. “Permitted Fund Manager” means any Person that on the date of determination is not a Prohibited Person, and is: (a) a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate; or (b) a Person that is a Eligible Assignee pursuant to clauses (ii)(A), (B), (C) or (D) of the definition thereof; in each case which is investing through a fund with unconditional committed capital of at least $250,000,000. “Permitted Indebtedness” shall have the meaning set forth in Section 4.2.6. “Permitted Transfer” means any of the following Transfers, but in each case, subject to the terms of Section 8.2: (a) Transfers of direct or indirect ownership interests in an entity that owns a direct or indirect ownership interest in Borrower for bona fide estate planning purposes by any natural person to one or more of such natural person’s family members or trusts (or other entities) established for the benefit of one or more of such natural person’s immediate family members (but subject in all cases to the terms and conditions of the Guaranties); (b) Transfers of direct or indirect ownership interests in Borrower that occur by operation of law upon the death of a natural person that was the holder of such interest to a member of the immediate family of such interest holder or a trust (or other entity) or family conservatorship established for the benefit of such immediate family member; (c) Transfers of the direct or indirect interests in a Restricted Party to and among the holders thereof as of the date hereof or to other Restricted Parties or holders of direct or indirect interests therein as of the date hereof, (d) Permitted Encumbrances; (e) Transfers of worn out or obsolete personal property that are promptly replaced with property of equivalent value and functionality if reasonably necessary or which is no longer necessary in connection with the operation of any Property; (f) existing Leases and Leases that have been approved, including the DCAS Lease, by Administrative Agent (or that do not require Administrative Agent’s -32- approval) in accordance with this Agreement; (g) any purchase of Invesco JV Partner’s interest in the JV Entity by the JV Entity, Pacific Oak JV Partner and/or any of their permitted transferees, successors and assigns or otherwise pursuant to the terms of the JV Agreement, including but not limited to Section 6.02 of the JV Agreement (provided, however, for the purposes of clarification, any transfer requiring the consent of any other party under the JV Agreement shall not be deemed a Permitted Transfer hereunder unless such transfer is also approved by Administrative Agent); (h) the Transfer of publicly traded shares on a United States nationally recognized stock exchange in any indirect equity owner of Borrower; (i) the Transfer of shares in any indirect equity owner of Borrower which is a real estate investment trust; (j) the Transfer of any direct or indirect interest in Invesco JV Partner, including, without limitation, a DCAS Shortfall Equity Financing, provided Invesco Sponsor continues to own 51% or more of the direct or indirect membership interests in Invesco JV Partner; (k) the Transfer of any direct or indirect interest in Pacific Oak JV Partner, including, without limitation, a DCAS Shortfall Equity Financing, provided Pacific Oak Sponsor continues to own 51% or more of the direct or indirect membership interests in Pacific Oak JV Partner; (l) the Transfer of all or any portion of Pacific Oak JV Partner’s ownership interest in the JV Entity to Invesco JV Partner; (m) the Transfer of all or any portion of Invesco JV Partner’s ownership interest in the JV Entity to Pacific Oak JV Partner; (n) the removal of the Pacific Oak JV Partner as the “Managing Member” of the JV Entity upon the occurrence of a “Just Cause Event” (as such term is defined in the Limited Liability Company Agreement of the JV Entity) provided the Invesco JV Partner then becomes the sole “Managing Member” of the JV Entity, and (o) the Transfer of any direct or indirect interest in Invesco JV Partner or Invesco Sponsor to an Affiliate of such entity; provided, however, the approval and effectiveness of any Transfer set forth in (l) and (n) is conditioned upon an Acceptable Replacement Guarantor from Invesco JV Partner or their Affiliate being put in place. “Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing. “Pfandbrief Pledge” shall have the meaning set forth in Section 9.1.1. “Policy” or “Policies” shall have the meaning set forth in Section 5.1.1(b). “Post-Foreclosure Plan” shall have the meaning set forth in Section 13.21. “Prescribed Laws” shall mean, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. §1701 et seq. and (d) all other Legal Requirements relating to money laundering or terrorism. “Pro Forma Debt Service” shall mean, for any date of determination the product of (a) the Outstanding Principal Balance multiplied by (b) a notional annual rate of interest equal to the sum of (x) the average rate shown on the one-month USD SOFR Forward Curve (as published by -33- Chatham Financial or another similar firm selected by Administrative Agent) for the period of twelve full calendar months following such date of determination plus (y) the Applicable Spread. “Prime Rate” means the rate of interest published in the “Money Rates” section of The Wall Street Journal from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest 1/1000th of one percent (0.001%). If The Wall Street Journal ceases to publish the “Prime Rate,” Agent shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rate” is no longer generally published or is limited, regulated or administered by a governmental or quasigovernmental body, then Agent shall reasonably select a comparable interest rate index. In no event shall the Prime Rate be less than zero. “Principal Guaranty” shall mean that certain Principal Guaranty dated as of September 7, 2022 from Savanna Guarantor for the benefit of Administrative Agent for the benefit of Lenders, which guaranty is terminated in its entirety as of the Closing Date pursuant to the Omnibus Amendment to Original Loan Documents. “Prohibited Person” means any Person: (i) listed in the Annex to, or is otherwise subject to the prohibitions of, Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism or any other similar prohibitions contained in the rules and regulations of OFAC or in any enabling legislation or other Executive Orders; (ii) that is owned or controlled by, or acting for or on behalf of, any Person that is listed in the Annex to, or is otherwise subject to the prohibitions of, Executive Order No. 13224; (iii) with whom Administrative Agent or any Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including Executive Order No. 13224; (iv) who commits, threatens, conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (v) that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or at any replacement website or other replacement official publication of such list; (vi) that is subject to trade restrictions under United States law, including, without limitation, the Patriot Act, 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 Terrorist; (vii) that is listed on any Government List; (viii) that has been previously convicted of any felony involving a crime or crimes of moral turpitude or for any Patriot Act Offense; (ix) that is currently under investigation by any Governmental Authority for alleged criminal activity; (x) that is operating, organized or resident in a country sanctioned by U.S. law; or (xi) who is an Affiliate of any Person that is described by or that satisfies any of clauses (i) through (x) above. “Prohibited Transfer” shall have the meaning set forth in Section 4.2.1(a). “Project Budget” shall have the meaning set forth in Section 2.6.2(g). “Property” shall mean the parcel of real property, the Improvements thereon and all personal property owned by Borrower and encumbered by the Mortgage, together with all -34- appurtenances and other rights pertaining to such property and Improvements, all as more particularly described in the granting clauses of the Mortgage and referred to therein as the “Property”. “Property Taxes” shall mean all real estate and personal property taxes, payments in lieu of taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon. “Proposed Major Lease” shall have the meaning set forth in Section 4.1.9(b)(i). “Pro Rata Share” shall mean, as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders hereunder; provided, however, that if at the time of determination the Commitments have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the Pro Rata Share of such Lender in effect immediately prior to such termination or reduction. For the purposes of clarification, (x) when referring to funding of the Original Senior Loan and the Original Building Loan, the Pro Rata Share of each Lender shall be measured utilizing the Commitments of the Lenders in connection with the Original Senior Loan and Original Building Loan and (y) when referring to provisions related to the Loan in its entirety (i.e., in connection with Protective Advances), the Pro Rata Share of each Lender shall be measured utilizing the Commitments of the Lenders in connection with Original Senior Loan, Original Building Loan, and the Aggregate Supplemental Loan, in the aggregate. “Protective Advance” shall mean all sums to be expended in respect of any (or all) of the following: (i) to remove a lien on the Property that is senior to the lien of the Mortgage, (ii) to pay Property Taxes and Other Charges, Insurance Premiums or Operating Expenses, (iii) to pay the costs of any Capital Expenditures Work actually commenced by Borrower or required to be performed at the Property pursuant to Legal Requirements and TI/LC Costs not paid by (or on behalf of) Borrower, (iv) to protect and preserve the value or safety of the security of any collateral given as security for the Loan, (v) to pay for expenditures which are emergency in nature, or which are necessary or desirable to prevent or minimize personal injury, the occurrence of life safety or health issues and/or damage or economic harm to the Property, or which are required by applicable law. “Qualified Leasing Agent” shall mean any of the following (i) Leasing Agent (Newmark) (ii) Leasing Agent (Savanna), or (iii) CBRE Group, Inc., Cushman & Wakefield, Jones Lang LaSalle or CB Richard Ellis, or an Affiliate of any of them (provided that, there has been no material adverse change in such managers’ financial condition, business or management operations). “Qualified Manager” shall mean shall mean any of the following: (i) Initial Manager, (ii) CBRE Group, Inc., Cushman & Wakefield, Jones Lang LaSalle or CB Richard Ellis, or an Affiliate of any of them (provided that, there has been no material adverse change in such managers’ financial condition, business or management operations); or (iii) a reputable and experienced professional management organization (a) which is then managing at least 3,000,000 aggregate leasable square feet (exclusive of the Property) of office properties in Downtown Manhattan of the same or higher quality as the Property and (b) which is not the subject of any Bankruptcy Event.

-35- “Radius” shall have the meaning set forth in Section 5.1.1(c). “Rating Agency” shall mean each of Fitch, S&P, Moody’s and any other nationally recognized statistical rating agency designated by Administrative Agent (and any successor to any of the foregoing). “Rebalancing Reserve Account” shall have the meaning set forth in Section 6.7. “Rebalancing Reserve Funds” shall have the meaning set forth in Section 6.7. “Recipient” meads Administrative Agent or any Lender, as applicable. “Recourse Guaranty” shall mean that certain Guaranty of Recourse Obligations of even date herewith from Guarantor for the benefit of Administrative Agent, for the benefit of Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time. “Register” shall have the meaning set forth in Section 9.4. “Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect, including any successor or other Regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System. “Regulatory Change” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, including, without limitation, with respect to the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith; or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority. “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. “Rent Roll” shall have the meaning set forth in Section 3.1.22. “Rents” shall have the meaning set forth in the Mortgage. “Replacement Leasing Agreement” shall mean, collectively, (a) either (i) a leasing agreement with a Qualified Leasing Agent substantially in the same form and substance as the Leasing Agreement (Newmark), Leasing Agent (Cushman), Leasing Agreement (Savanna) (Office) and/or Leasing Agreement (Savanna) (Retail) or (ii) a leasing agreement with a Qualified Leasing Agent, which leasing agreement shall be reasonably acceptable to Administrative Agent in form and substance and (b) a new assignment of leasing agreement and subordination of leasing fees substantially in the form delivered to Administrative Agent in connection with the closing of the Loan (or of such other form and substance reasonably acceptable to Administrative Agent, -36- Borrower and the applicable replacement Leasing Agent), in each case, executed and delivered to Administrative Agent by Borrower and such Qualified Leasing Agent at Borrower’s expense. “Replacement Management Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Initial Management Agreement or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Administrative Agent in form and substance and (b) a new assignment of management agreement and subordination of management fees substantially in the form delivered to Administrative Agent in connection with the closing of the Loan (or of such other form and substance reasonably acceptable to Administrative Agent, Borrower and the applicable replacement Manager), in each case, executed and delivered to Administrative Agent by Borrower and such Qualified Manager at Borrower’s expense. “REOC” shall have the meaning set forth in Section 11.27. “Requested Advance Date” shall have the meaning set forth in Section 2.7.2(a). “Required Records” shall have the meaning set forth in Section 4.1.6(h). “Requisite Lenders” shall mean Lenders hereunder (which shall in all instances include Administrative Agent) having (a) more than sixty-six and two-thirds (66 2/3%) of the commitments of all such lenders, or (b) if the commitments have been terminated, more than sixty- six and two-thirds (66 2/3%) of the aggregate outstanding amount of the Loan; provided that (a) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and the pro rata shares in the Loan shall be redetermined, for voting purposes only, to exclude the pro rata shares of such Defaulting Lenders, and (b) at all times when two or more Lenders are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two (2) Lenders that are not Affiliates of each other. “Reserve Funds” shall mean, collectively, the Insurance Funds, the Tax Funds, the Casualty and Condemnation Funds, the Lease Termination Funds, the Rebalancing Reserve Funds and the Cash Trap Funds. “Reserve Requirement” shall mean with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which SOFR is determined or against, any category of extensions of credit or other assets which includes loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D. The determination of the Reserve Requirements shall be based on the assumption that the applicable Lender funded one hundred percent (100%) of its proportionate share of the Loan in the interbank eurodollar market. In the event of any change in the rate of such Reserve -37- Requirements under Regulation D during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, such Lender may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements. A Lender’s reasonable computation of same shall be final absent manifest error. “Restoration” shall have the meaning set forth in Section 5.2.1. “Restoration Threshold” shall mean an amount equal to one percent (1%) of the Outstanding Principal Balance. “Restricted Party” shall mean Borrower, each SPC Party and Guarantor. “S&P” shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business. “Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) of a legal or beneficial interest. “Savanna Guarantor” means, collectively, Savanna Real Estate Fund III, L.P., a Delaware limited partnership, and Savanna Real Estate (PIV) Fund III, L.P., a Delaware limited partnership. “Secondary Market Transactions” shall have the meaning set forth in Section 9.1.1. “Second Extension Maturity Date” shall mean July 5, 2028. “Second Extension Option” shall have the meaning set forth in Section 2.3.2(b). “Severed Loan Documents” shall have the meaning set forth in Section 10.2(e). “Short Interest” shall have the meaning set forth in Section 2.4.1. “Shortfall” shall have the meaning set forth in Section 2.6.4. “Single Member Delaware LLC” shall mean a single member limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution of all of the single member or the withdrawal or the disassociation of the single member from such limited liability company, shall immediately become the sole member of such limited liability company, and (ii) complies with the terms and provisions of Section 3.1.24(cc). “SOFR” means, with respect to any day, the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, -38- (or a successor administrator) on the Federal Reserve Bank of New York’s Website, provided that in no event shall SOFR be less than zero. “SOFR Rate Loan” means the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the “Applicable Interest Rate” if the Benchmark thereunder is Term SOFR. “SPC Party” shall mean, if Borrower is a limited partnership or a limited liability company (other than a Single Member Delaware LLC), each general partner or managing member of Borrower. “Special Member” shall have the meaning set forth in Section 3.1.24(cc)(i). “Special Purpose Bankruptcy Remote Entity” shall mean a corporation, limited liability company or limited partnership which, at all times, complies with the requirements set out in Section 3.1.24. “Sponsor” shall mean Guarantor. “Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the Outstanding Principal Balance of the Loan, the Building Loan and the Supplemental Building Loan pursuant to the terms hereof, the Building Loan Agreement or the Supplemental Building Loan Agreement, respectively, an amount equal to the present value, discounted at Benchmark on the most recent Determination Date of all future installments of interest which would have been due hereunder through and including the Open Prepayment Date, on the portion of the Outstanding Principal Balance of the Loan, the Building Loan and the Supplemental Building Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the Applicable Spread. The Spread Maintenance Premium shall be reasonably calculated by Administrative Agent and shall be final absent manifest error. “Springing Recourse Event” shall have the meaning set forth in Section 11.22(i). “State” shall mean the State or Commonwealth in which the Property or any part thereof is located. “Stored Materials” shall mean any materials, machinery or other Personal Property not yet incorporated into the Improvements. “Substitute Interest Rate Protection Agreement” shall mean an interest rate cap agreement between a Counterparty having a Minimum Counterparty Rating and Borrower, obtained by Borrower and collaterally assigned to Administrative Agent, for the benefit of Lenders pursuant to this Agreement and shall contain each of the following: (i) a term expiring no earlier than the then-applicable Maturity Date; (ii) the notional amount of the Substitute Interest Rate Protection Agreement shall be an aggregate amount equal to at least the sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance;

-39- (iii) it provides that the only obligation of Borrower thereunder is the making of a single payment to a Counterparty having a Minimum Counterparty Rating thereunder upon the execution and delivery thereof; (iv) it provides to the Lenders and Borrower (as determined by Administrative Agent in its sole but good faith discretion), for the term of the Substitute Interest Rate Protection Agreement, a hedge against rising interest rates that is no less beneficial to Borrower and the Lenders than the Interest Rate Protection Agreement being replaced or to be replaced by the Substitute Interest Rate Protection Agreement; and without limiting any of the provisions of the preceding clauses (i) through (iv) above, it satisfies all of the requirements set forth in Section 4.1.11 hereof. “Supplemental Building Loan Agreement” means that certain Supplemental Building Loan Agreement dated as of the Closing Date between Borrower and Administrative Agent. “Supplemental Loan” means the subordinated loan advanced by PBB to Borrower pursuant to Section 2.1.1 hereof in the principal amount of (A) Nine Million Six Hundred Ten Thousand and No/00 Dollars ($9,610,000.00) and (B) the Supplemental Upsize Loan Amount. “Supplemental Loan Upsize” shall have the meaning set forth in the recitals hereto. “Supplemental Mortgage” means, collectively, (x) that certain Supplemental Mortgage, Assignment of Leases and Rents and Security Agreement dated as of September 7, 2022, executed and delivered by Borrower as security for the Original Supplemental Loan and encumbering the Property and (y) the Supplemental Upsize Mortgage. “Supplemental Note” means, collectively, (x) that certain Building Loan Note (A-1) dated as of May 29, 2019 from Borrower to Invesco CMI Investments, L.P., as assigned to PBB and secured by the Mortgage (as defined in the Building Loan Agreement) (for the purposes of clarification, the payments related to such amount (Four Million Five Hundred Eighty-Seven Thousand Nine Hundred Seventeen and 50/100 Dollars ($4,587,917.50)) are subject to the subordination provisions set forth herein), (y) that certain Supplemental Promissory Note dated as of September 7, 2022 in the maximum principal amount of Five Million Twenty-Two Thousand Eighty-Two Dollars and 50/00 ($5,022,082.50) made by Borrower and payable to PBB in evidence of a portion of the Supplemental Loan in the principal amount of $5,022,082.50 and (z) the Supplemental Upsize Note. “Supplemental Upsize Building Loan Note” means that certain Supplemental Building Loan Promissory Note dated as of the date hereof in the maximum principal amount of Fifty-Four Million One Hundred Twenty-Five Thousand Four Hundred Forty-Three and 00/100 Dollars ($54,125,443.00) made by Borrower and payable to PBB (which, together with the Supplemental Upsize Note, evidence the Supplemental Loan Upsize). “Supplemental Upsize Building Loan Mortgage” means that certain Supplemental Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement dated as of the date hereof, executed and delivered by Borrower as security for the Supplemental Upsize Building Loan Note and encumbering the Property. -40- “Supplemental Upsize Building Loan Amount” means Fifty-Four Million One Hundred Twenty-Five Thousand Four Hundred Forty-Three and 00/100 Dollars ($54,125,443.00). “Supplemental Upsize Loan Amount” means Two Million Five Hundred Forty-Eight Thousand Nine Hundred Eighty-Three and 00/100 Dollars ($2,548,983.00). “Supplemental Upsize Mortgage” means that certain Supplemental Mortgage, Assignment of Leases and Rents and Security Agreement (No. 2) dated as of the date hereof, executed and delivered by Borrower as security for the Supplemental Upsize Note and encumbering the Property. “Supplemental Upsize Note” means that certain Supplemental Promissory Note (No. 2) dated as of the date hereof in the maximum principal amount of Two Million Five Hundred Forty- Eight Thousand Nine Hundred Eighty-Three and 00/100 Dollars ($2,548,983.00) made by Borrower and payable to PBB (which, together with the Supplemental Upsize Building Loan Note, evidence the Supplemental Loan Upsize). “Survey” shall mean a survey of the Property prepared by a surveyor licensed in the State and reasonably satisfactory to Administrative Agent and the company or companies issuing the Title Insurance Policy, and containing a certification of such surveyor reasonably satisfactory to Administrative Agent. “Tax Funds” shall have the meaning set forth in Section 6.2.1. “Tax Reserve Account” shall have the meaning set forth in Section 6.2.1. “Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties thereto. “Tenant” shall mean any Person leasing, subleasing or otherwise occupying any portion of the Property under a Lease or other occupancy agreement, including the DCAS Tenant under the DCAS Lease. “Tenant Direction Letters” means, collectively, letters, in the form attached hereto as Schedule VI or otherwise in a form and substance reasonably satisfactory to Administrative Agent, addressed to each Tenant at the Property (and any new Tenants with whom Borrower enters into Leases after the date hereof for space at the Property in accordance with this Agreement) executed by Borrower, which letters shall require each Tenant to deliver its respective rent (and all other sums owed by such Tenant to Borrower under the applicable Lease) in accordance with the instructions contained in such letters to the Clearing Account established with the Clearing Bank and controlled by Administrative Agent in accordance with this Agreement. “Tenant Improvement Allowance” shall mean the amount required to be paid by Borrower to DCAS Tenant under the DCAS Lease on account of or in lieu of work performed by DCAS Tenant in the applicable space demised under the DCAS Lease. -41- “Tenant Improvements” shall mean the improvements and/or other work affecting the demised premises of the DCAS Lease, which is required to be constructed and paid for by Borrower pursuant to the DCAS Leases for such space. “Tenant Improvement Work” shall mean the construction work to be performed by or on behalf of Borrower, as landlord, or DCAS Tenant, as tenant, as Tenant Improvements under the DCAS Lease. “Tenant Inducement Costs” shall mean concessions provided to DCAS Tenant under or with respect to the DCAS Lease (including, without limitation, the payment of any lease termination payments, purchases of furniture and payment of moving costs). “Tenant Letters of Credit” shall have the meaning set forth in Section 6.11. “Tenant Reimbursement Account” shall have the meaning set forth in Section 6.8.3. “Tenant Reimbursement Funds” shall have the meaning set forth in Section 6.8.3. “Term” shall mean the Initial Term as the same may be extended by an Extension Option. “Term SOFR” means with respect to each Interest Period, the Term SOFR Reference Rate for a one-month period as determined by Administrative Agent on the Interest Rate Determination Date for such Interest Period, as such rate is published by the Term SOFR Administrator (as calculated by Administrative Agent and rounded upwards, if necessary, to the nearest 1/1,000 of 1%); provided, however, that if as of 5:00 p.m. (New York City time) on any Determination Date the Term SOFR Reference Rate for a tenor of one month has not been published by the Term SOFR Administrator and an Interest Rate Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Determination Date; provided, that if such Term SOFR Reference Rate for a one-month period was published by the Term SOFR Administrator more than three (3) U.S. Government Securities Business Days prior to such Determination Date, such the Term SOFR Reference Rate for a tenor of one month shall be used. “Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Administrative Agent in its sole but good faith discretion). “Term SOFR Reference Rate” shall mean the forward-looking term rate for a one-month period based on SOFR, currently identified on the Term SOFR Administrator’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html. “TI/LC Costs” shall mean the costs of all Tenant Improvement Work or Tenant Improvement Allowances, Tenant Inducement Costs and Leasing Commission costs associated -42- with the DCAS Lease, in each case, to be paid by Borrower pursuant to the terms of the DCAS Lease. “Terrorism Insurance” shall have the meaning set forth in Section 5.1.1(a)(xi). “The Flood Insurance Acts” shall have the meaning set forth in Section 5.1.1(i). “Termination Space” shall have the meaning set forth in Section 6.4.1. “Title Company” shall mean National Land Tenure and Title Associates, each as agent for Stewart Title Insurance Company and First American Title Insurance Company. “Title Insurance Policy” shall mean an ALTA mortgagee title insurance policy in the form reasonably acceptable to Administrative Agent issued with respect to the Property and insuring the lien of the Mortgage. “Transfer” shall have the meaning set forth in Section 4.2.1(a). “TRIPRA” shall have the meaning set forth in Section 5.1.1(a)(xi). “UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State. “U.S. Government Securities Business Days” shall mean any day except for a Saturday, Sunday or 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 U.S. government securities. “U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code. “U.S. Tax Compliance Certificate” shall have the meaning set forth in Section 2.5.6(b)(ii)(C). “Unadjusted Benchmark Replacement” means the Alternate Index Rate excluding the applicable Alternate Rate Spread Adjustment. “Updated Information” shall have the meaning set forth in Section 9.1.2(a). “VCOC” shall have the meaning set forth in Section 11.28. “Work Charge” shall have the meaning set forth in Section 4.2.2. “Working Capital Account” shall have the meaning set forth in Section 2.6.1. “Working Capital Account Agreement” shall mean that certain Control Account Agreement dated as of the Original Closing Date by and among Borrower, Administrative Agent, for the benefit of Lenders and Working Capital Bank.

-43- “Working Capital Bank” shall mean each of First Republic and JP Morgan Chase, N.A. “Working Capital Funds” shall have the meaning set forth in Section 2.6.1. “Zoning Report” shall mean the zoning report prepared with respect to the Property by the Planning & Zoning Resource Company dated May 17, 2023. Section 1.2 Principles of Construction. (a) All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan Document to any Loan Document shall be deemed to include references to such documents as the same may hereafter be amended, modified, supplemented, extended, replaced and/or restated from time to time (and, in the case of any note or other instrument, to any instrument issued in substitution therefor). Unless otherwise specified, the words “hereof,” “herein,” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. II. THE LOAN Section 2.1 The Loan. 2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, the Lenders shall make the Loan to Borrower and Borrower shall accept the Loan from the Lenders as follows (x) prior to the Closing Date, the Lenders have advanced the Original Senior Loan pursuant to the Original Loan Agreement and the Original Building Loan in an amount of $24,096,964.78 pursuant to the Building Loan Agreement, (y) prior to the Closing Date, PBB (but no other Lender) committed to advance the Original Supplemental Loan, which has been fully advanced prior to the date hereof and (z) on the Closing Date hereof, PBB (but no other Lender) has committed to make the Supplemental Loan Upsize which shall be advanced pursuant to the terms hereof and the Supplemental Building Loan Agreement. If the terms and conditions of Section 2.6 are satisfied, subsequent Future Advances in an aggregate amount not to exceed the Future Advance Amount shall be advanced by PBB (but no other Lender). Other than PBB’s obligation to fund the Future Advance Amount, the Lenders are not obligated to make any further advances or Future Advances. 2.1.2 Single Disbursement to Borrower. (a) Each disbursement hereunder (whether made prior to the date hereof or after the date hereof) in respect of the Loan may not be re-borrowed. 2.1.3 The Note. The Loan shall be evidenced by (x) that certain Senior Loan Consolidated, Amended and Restated Promissory Note of even date herewith, in the maximum principal amount of Two Hundred Fifteen Million Four Hundred Seventy-Five Thousand and No/100 Dollars ($215,475,000.00) (of which $214,961,891.97 is outstanding) made by Borrower and payable to Lenders in evidence of the Original Senior Loan and (y) the Supplemental Note in -44- evidence of the Supplemental Loan (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “Note”) and shall be repaid in accordance with the terms of this Agreement and the Note. The maximum principal indebtedness that may be evidenced by the Note is $227,633,983.00. The Outstanding Principal Balance as of the Closing Date is $224,571,891.97, and $2,548,983.00 remains available to be advanced hereunder. 2.1.4 Use of Proceeds. The proceeds of the Loan were or shall be used by Borrower (x) with respect to the Original Senior Loan and the Original Building Loan, on the Original Closing Date, to (i) refinance existing debt secured by the Property, (ii) fund the Reserve Funds into the Accounts, (iii) pay costs and expenses incurred in connection with the closing of the Original Senior Loan and the Original Building Loan, and the assignment of the existing mortgage on the Property to Lender, (iv) fund any working capital requirements of the Property, and to the extent any proceeds remain after satisfying clauses (i) through (iv), for such lawful purpose as Borrower shall designate, provided such purpose does not violate the terms of any Loan Documents; (y) with respect to the Original Supplemental Loan, to fund fees, costs and expenses incurred by Borrower in accordance with the settlement statement in connection with the closing of the Original Supplemental Loan, pay Monthly Debt Service Payment Amounts and fund the Working Capital Account in the amounts and for the purposes contemplated in the Original Loan Agreement and (z) for the purposes contemplated by Section 2.6 hereof with respect to any Future Advance. 2.1.5 Loan Advances. The Lenders have advanced, and Borrower has accepted, their Pro Rata Share of the Original Senior Loan and the Original Building Loan and each Lender has advanced its full Commitment of the Original Senior Loan and the Original Building Loan. Subject to compliance by Borrower with the terms and conditions of this Agreement, PBB shall make, and Borrower shall accept from PBB, Future Advances under this Agreement for the applicable purposes or uses permitted as required hereunder. PBB shall not be required to make Future Advances for the costs incurred by Borrower with respect to materials stored off the Property. No Future Advances or any portion thereof shall be made directly or indirectly for payments to a Borrower Related Party, except (a) as expressly permitted in the Loan Documents, or (b) as otherwise may be approved in writing by Administrative Agent. The obligations of PBB to make Future Advances hereunder are several, and not joint, and under no circumstances shall any other Lender be obligated to fund any Future Advance or more than its Commitment. Section 2.2 The Interest Rate. 2.2.1 Applicable Interest Rate. Subject to the last sentence of this Section 2.2.1, except as herein provided with respect to interest accruing at the Default Rate, interest on the Note outstanding from time to time shall accrue from the Closing Date up to and including the Maturity Date at the Applicable Interest Rate. In the event that any Event of Default shall have occurred and be continuing, interest on the Obligations shall accrue interest at the Default Rate for the period that such Event of Default is continuing (it being agreed that Administrative Agent and Lenders have no obligation to accept a cure of an Event of Default). -45- 2.2.2 Interest Calculation. Interest on the Note shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable to the Note, expressed as an annual rate divided by 360) by (c) the Outstanding Principal Balance. 2.2.3 Determination of Interest Rate. (a) Each determination by Administrative Agent of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error. (b) The Loan shall be a SOFR Rate Loan, provided that the Loan shall be an Alternate Rate Loan if converted to an Alternate Rate Loan in accordance with the terms and conditions set forth herein following the occurrence of a Benchmark Transition Event. Notwithstanding anything to the contrary set forth herein, Borrower shall not have the right to convert a SOFR Rate Loan to an Alternate Rate Loan. Additionally, during a Benchmark Interim Unavailability Period, the Loan shall accrue interest at an interest rate per annum equal to, at Administrative Agent’s election either (x) the sum of the Prime Rate plus the Applicable Spread, (y) the sum of the Federal Funds Rate plus the Applicable Spread or (z) Administrative Agent’s cost of funds plus the Applicable Spread. (c) Notwithstanding anything to the contrary herein or in any other Loan Document, if Administrative Agent determines that a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Interest Rate Determination Date in respect of any determination of the Benchmark on any date, the Alternate Index Rate will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination on such date and all determinations on all subsequent dates (subject to adjustment to another Alternate Index Rate pursuant to this Section). If the Alternate Index Rate is determined in accordance with clause (1) of the definition of “Alternate Index Rate”, in connection with a Benchmark Transition Event, such Alternate Index Rate will become effective as of the applicable Benchmark Replacement Date without any amendment to, or further action or consent of any other party to, this Agreement. If the Alternate Index Rate is determined in accordance with clause (2) of the definition of “Alternate Index Rate”, such Alternate Index Rate will become effective at 5:00 p.m. on the fifth (5th) Business Day after the date notice of such Alternate Index Rate is provided to Borrower and Lenders without any amendment to this Agreement or further action or consent of Borrower so long as Administrative Agent has not received from Borrower by the fifth (5th) Business Day after the date notice of such Alternate Index Rate is provided to Borrower, written notice of Borrower’s reasonable, good-faith objection that such Alternate Index Rate was not determined in accordance with the terms hereof, in which case Administrative Agent shall consult with Borrower in good faith and thereafter reissue a notice of Alternate Index Rate which Alternate Index Rate will become effective at 5:00 p.m. on the fifth (5th) Business Day after the second date notice of such Alternate Index Rate is provided to Borrower without any amendment to this Agreement or further action or consent of Borrower. (d) In connection with the implementation of an Alternate Index Rate, Administrative Agent and Lenders shall have the right to make Alternate Index Rate Conforming Changes from time to time, and, notwithstanding anything to the contrary herein or in any other -46- Loan Document, any amendments implementing such Alternate Index Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document. (e) Administrative Agent shall promptly notify Borrower and Lenders of (A) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date (such notice, a “Rate Election Notice”), (B) the implementation of any Alternate Index Rate and/or (C) the effectiveness of any Alternate Index Rate Conforming Changes. Any determination, decision or election that may be made by Administrative Agent, or, if applicable, any Lender (or group of Lenders) pursuant to this Section, 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, will be conclusive and binding absent manifest error and may be made in Administrative Agent’s or such Lenders’, as applicable, sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the securities, shall become effective without consent from Borrower, except, in each case, as expressly required pursuant to the provisions of this Agreement applicable to an Alternate Index Rate. (f) Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (A) the administration of, submission of, calculation of or any other matter related to the rates in the definition of Alternate Index Rate, any component definition thereof or rates referenced in the definition thereof or any alternative, comparable or successor rate thereto, including whether the composition or characteristics of any such alternative, comparable or successor rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark being replaced or (B) the effect, implementation or composition of any Alternate Rate Conforming Changes. Borrower agrees that Administrative Agent shall not be liable in any manner for its selection of an Alternate Index Rate and the reliability, availability and/or economic returns intended when Administrative Agent selected the then current Benchmark, provided Administrative Agent makes such selection in good faith and in accordance with the covenants in this Agreement. (g) In the event that, after the date hereof, any change in any requirement of law or in the formal interpretation or application thereof, or compliance by any Lender with any directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority: (i) shall hereafter have the effect of reducing the rate of return on any Lender’s capital (other than as a result of an increase in taxes) as a consequence of its obligations hereunder to a level below that which such Lender is reasonably likely to have achieved but for such adoption, change or compliance (taking into consideration such Lender’s policies with respect to capital adequacy) by any amount reasonably deemed by such Lender to be material; (ii) shall hereafter impose, modify, increase or hold applicable any material reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender

-47- which is not otherwise included in the determination of the rate hereunder (other than as a result of an increase in taxes); or (iii) shall hereafter impose on any Lender any other condition and the result of any of the foregoing is to increase the cost to such Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder; and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining the Loan or to reduce any amount receivable hereunder, then, in any such case, subject to the notice requirements in the subsequent sentence, provided that such Lender requests the same of similarly situated borrowers, Borrower shall promptly pay such Lender, upon demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender deems to be material as reasonably determined by such Lender; provided, however, that Borrower shall not be required under this Section 2.2.3 to pay such Lender additional amounts for additional costs or reduced amounts receivable that are attributable to an increase in taxes imposed on such Lender. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3, Administrative Agent shall provide Borrower with not less than ten (10) Business Days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate such Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence, executed by an authorized signatory of any Lender and submitted by such Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents. For the avoidance of doubt, any payments made pursuant to this Section 2.2.3 shall not be deemed a prepayment and no prepayment premium shall be due in connection with such payments. (h) Borrower agrees to indemnify each Lender and to hold each Lender harmless from any Losses which such Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a SOFR Rate Loan, including, without limitation, any such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain a SOFR Rate Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the SOFR Rate Loan on a day that (A) is not a Monthly Payment Date or (B) is a Monthly Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain the SOFR Rate Loan hereunder and (iii) the conversion in accordance with the terms hereof of the Benchmark with respect to any portion of the outstanding principal amount of the Loan on a date other than the first day of an Interest Period, including, without limitation, such loss or expenses arising from interest or fees payable by such Lender to lenders of funds obtained by it in order to maintain a SOFR Rate Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall not indemnify Administrative Agent or any Lender from any Losses arising from Administrative Agent’s or any Lender’s willful misconduct or gross negligence. Whenever in this Section 2.2.3 the term “interest or fees payable by any Lender to lenders of funds obtained by it” is used and no such funds were actually obtained from such lenders, it shall include interest or fees which would have been payable by such Lender if it had -48- obtained funds from lenders in order to maintain a SOFR Rate Loan hereunder. Each Lender will provide to Borrower a statement detailing such Breakage Costs and the calculation thereof. (i) The provisions of this Section 2.2.3 shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents. 2.2.4 Usury Savings. This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject any Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to the Lenders for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding. Section 2.3 Loan Payments. 2.3.1 Payment Before Maturity Date. Borrower shall make a payment to Administrative Agent, for the benefit of Lenders of interest only on the Closing Date for the initial Interest Period. On the Monthly Payment Date occurring in July 9, 2023 and on each Monthly Payment Date thereafter to and including the Maturity Date, Borrower shall make a payment to Administrative Agent, for the benefit of Lenders equal to the Monthly Debt Service Payment Amount. Borrower shall also pay to Administrative Agent, for the benefit of the Lenders, all amounts required in respect of Reserve Funds as set forth in Article 6. 2.3.2 Payment on Maturity Date; Extension Options. (a) Borrower shall pay to Administrative Agent, for the benefit of Lenders on the Maturity Date the Outstanding Principal Balance of the Loan, any Spread Maintenance Premium (if the Maturity Date is before the Open Prepayment Date), the Exit Fee, if applicable, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage and the other Loan Documents. (b) Subject to the provisions of this Section 2.3.2, Borrower shall have the one-time option (the “First Extension Option”) to extend the Maturity Date until the First Extension Maturity Date. In the event Borrower shall have exercised the First Extension Option in accordance with the terms and conditions hereof, Borrower shall have the one-time option (the “Second Extension Option”, together with the First Extension Option, each an “Extension Option”) to extend the Maturity Date until the Second Extension Maturity Date. Borrower’s right to so extend the Maturity Date shall be subject to the satisfaction of each of the following conditions precedent prior to each such extension (and each such condition shall be satisfied in connection with the -49- exercise of each Extension Option unless such condition is otherwise expressly specified to apply solely to the First Extension Option or the Second Extension Option as applicable): (i) Borrower shall have given Administrative Agent written notice of such extension (x) no later than thirty (30) days prior to the then-current Maturity Date and (y) no earlier than ninety (90) days prior to the then-current Maturity Date (it being agreed that the foregoing notice shall be freely revocable by Borrower so long as Borrower pays Administrative Agent’s out-of-pocket costs in connection therewith) and such revocation shall not impair Borrower’s right to otherwise exercise any applicable Extension Option in accordance with the terms hereof); (ii) No monetary Default or material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default shall have occurred and be continuing at the time of the delivery of the written extension notice or as of the first day of the relevant Extension Period; (iii) if requested by Administrative Agent, Administrative Agent shall have received a title update from the Title Company (x) confirming that the Mortgage remains a valid Lien against the Property, subject only to Permitted Encumbrances, and (y) showing title to the Property vested in Borrower; (iv) Borrower shall have paid all out-of-pocket costs and expenses actually incurred by Administrative Agent in connection with such extension, including title and reasonable legal fees and costs; (v) Borrower shall have entered into a replacement Interest Rate Protection Agreement for the applicable Extension Period and complied with the provisions of Section 4.1.11; (vi) the representations and warranties made by Borrower in the Loan Documents or otherwise made by Borrower in connection therewith shall have been true and correct in all material respects on the date on which made and shall also be true and correct in all material respects as if remade upon the exercise of the applicable Extension Option and on the first day of such Extension Period (unless such representations and warranties were made as of a specific date), subject to changes to such representations and warranties required by the passage of time, permitted under the terms of the Loan Documents, or otherwise disclosed to Administrative Agent in writing, so long as such update is not the result of any material breach of a covenant of Borrower under the Loan Documents, and such changes do not result from any Material Adverse Effect or any monetary Default, material non-monetary Default or Event of Default by Borrower; (vii) with respect to the Second Extension Option, Borrower shall have paid the Extension Fee on or prior to the First Extension Maturity Date; (viii) with respect to the Second Extension Option, the Debt Yield as of the First Extension Maturity Date shall be equal to or greater than 7.50%; (the “Minimum Extension Debt Yield”); -50- (ix) To the extent all or any portion of the Building Loan or Supplemental Building Loan is outstanding, Administrative Agent shall have received evidence reasonably acceptable to Administrative Agent that the Building Loan and Supplemental Building Loan has been extended or shall be extended concurrently through a date not earlier than the First Extension Maturity Date and Second Extension Maturity Date, as applicable; (x) With respect to the First Extension Option, (1) Tranches 1, 2 and 3 set forth in the DCAS Lease are Substantially Complete (as defined in the DCAS Lease) and (2) DCAS Tenant has accepted such leased premises demised by the DCAS Lease and has commenced paying rent thereunder; provided, however, that in the event Tranche 3 set forth in the DCAS Lease is not Substantially Complete and DCAS Tenant has not accepted such Tranche 3 leased premises and commenced paying rent by the First Extension Option Maturity Date, the same shall not be a condition to Borrower’s exercise of the First Extension Option and, instead, Borrower’s exercise of the Second Extension Option shall be conditioned on (y) Tranche 3 set forth in the DCAS Lease being Substantially Complete and (z) DCAS Tenant having accepted such leased premises for Tranche 3 demised by the DCAS Lease and having commenced paying rent thereunder. If Borrower is unable to satisfy all of the foregoing conditions within the applicable time frames for each, Administrative Agent shall have no obligation to extend the Maturity Date hereunder. Notwithstanding anything to the contrary contained herein, Borrower shall have the right to prepay the Loan, the Building Loan and the Supplemental Building Loan in an amount equal to the amount required to achieve the Minimum Extension Debt Yield to exercise the Second Extension Option (any such amount, the “Optional Extension Prepayment Amount”), but subject to the applicable terms and conditions of Section 2.4.1 of this Agreement; provided, that Administrative Agent acknowledges and agrees that any optional prepayment in connection with this paragraph shall not result in Borrower being obligated to pay any prepayment penalty, Spread Maintenance Premium or any similar premium or fee. In lieu of payment of the Optional Extension Prepayment Amount, Borrower may at its option (X) deliver (i) to Administrative Agent, for the benefit of Lenders, a Letter of Credit in the face amount of the Optional Extension Prepayment Amount to be held as collateral for the Loan, or (Y) deposit cash in the amount of the Optional Extension Prepayment Amount into the Cash Collateral Account. If Borrower elects to deliver to Administrative Agent, for the benefit of Lenders a Letter of Credit pursuant to this Section 2.3.2, then the Letter of Credit provisions set forth in Schedule VIII shall be applicable. Any collateral provided to Administrative Agent pursuant to (X) or (Y) above shall be released to Borrower upon the Property achieving the Minimum Extension Debt Yield for two (2) consecutive calendar quarters. 2.3.3 Late Payment Charge. If any principal, interest or any other sum due under the Loan Documents (other than the payment of principal and any other amounts due on the Maturity Date), is not paid by Borrower on or before the date on which it is due (unless (A) funds for such payment were available in the applicable Subaccounts (as defined in the Cash Management Agreement) and ear-marked for such payment, (B) Administrative Agent’s access to such sums was not restricted or constrained in any manner by Borrower, any Affiliate of Borrower or any applicable Legal Requirement and (C) no Event of Default was continuing), Borrower shall

-51- pay to Administrative Agent, for the benefit of Lenders promptly following written demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the Maximum Legal Rate in order to defray the expense incurred by Administrative Agent in handling and processing such delinquent payment and to compensate Administrative Agent for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgage and the other Loan Documents and payable to Administrative Agent, for the benefit of Lenders promptly following written demand. 2.3.4 Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Administrative Agent, for the benefit of Lenders, not later than 3:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Administrative Agent’s office, and any funds received by Administrative Agent, for the benefit of Lenders after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day. (b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the next succeeding Business Day. Whenever any obligation of Borrower, Administrative Agent or Lender is required to be performed hereunder or under any other Loan Document a day which is not a Business Day, such action shall be required to be performed by the next succeeding Business Day. (c) All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto (other than payment in full of the applicable payment). 2.3.5 Exit Fee. In addition to all other sums due hereunder and under the other Loan Documents, Borrower agrees to pay Lenders a fee (the "Exit Fee") equal to (x) from and after the Initial Maturity Date until the First Extension Maturity Date, one half of one percent (0.5%) of the Outstanding Principal Balance and the Building Loan Outstanding Principal Balance and (y) from and after the First Extension Maturity Date, three quarters of one percent (0.75%) of the Outstanding Principal Balance and the Building Loan Outstanding Principal Balance. The entire Exit Fee shall be due and owing at the earlier of (i) Borrower's prepayment of the entire Outstanding Principal Balance and the Building Loan Outstanding Principal Balance, but only if such prepayment is made after the Initial Maturity Date or (ii) the First Extension Maturity Date and/or the Second Extension Maturity Date, whether such prepayment or maturity is voluntary or involuntary and even if such prepayment or maturity results from Administrative Agent’s acceleration of the Maturity Date upon the occurrence and continuance of an Event of Default (and irrespective of whether foreclosure or other remedial proceedings have been commenced). For the avoidance of doubt, the Exit Fee is in addition to all other sums due hereunder. Section 2.4 Prepayments. 2.4.1 Voluntary Prepayments. (a) Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. Provided no Event of -52- Default has occurred and be continuing, prior to the Open Prepayment Date, Borrower may, upon not less than ten (10) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date with the payment of the Spread Maintenance Premium (plus Short Interest and Breakage Costs). Provided no Event of Default has occurred and be continuing, from and after the Open Prepayment Date, Borrower may, upon not less than ten (10) Business Days’ prior written notice to Administrative Agent (or such shorter period of time as may be permitted by Administrative Agent in its sole discretion), prepay the Debt in whole (but not in part except as otherwise contemplated pursuant to the terms hereof, including, without limitation a prepayment pursuant to Section 7.1 hereof) on any date without payment of the Spread Maintenance Premium or any other fee or premium (other than Short Interest and Breakage Costs, if any); provided that Borrower may revoke such notice of prepayment at any time prior to the prepayment date set forth in such notice (subject to payment of any Breakage Costs and any out-of-pocket costs or expenses actually incurred by Administrative Agent or Lenders in connection with such revocation). Any prepayment received by Administrative Agent on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the next Monthly Payment Date (“Short Interest”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be applied to the Loan on the next Monthly Payment Date. Except as otherwise contemplated pursuant to the terms hereof, the Building Loan must be simultaneously repaid in full with any voluntary prepayment of the Loan made pursuant to the foregoing. (b) All principal payments or prepayments made by Borrower with respect to the Loan or the Building Loan shall be applied to amounts owing with respect to the Original Senior Loan and the Original Building Loan on a pro rata basis (based on the then-outstanding principal amounts of the Original Senior Loan and the Original Building Loan) in accordance with the Loan Documents and the Building Loan Documents, as applicable, and, thereafter shall be applied to the Supplemental Loan and Supplemental Building Loan on a pro rata basis (based on the then- outstanding principal amounts of the Supplement Loan and the Supplemental Building Loan). 2.4.2 Mandatory Prepayments. On each date on which Administrative Agent, for the benefit of Lenders actually receives a distribution of Net Proceeds, and if Administrative Agent is not required to make such Net Proceeds available to Borrower for a Restoration or, if not required, does not elect to make such net Proceeds available to Borrower for a Restoration, Administrative Agent shall apply such Net Proceeds to prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds together with interest that would have accrued on such amounts through the next Monthly Payment Date. Notwithstanding anything contained in this Section 2.4.2 hereof to the contrary, in the event Administrative Agent uses Net Proceeds to prepay a portion of the principal balance of the Loan and any accrued and unpaid interest thereon (other than by application of any balance applied to the Debt after Restoration is complete, pursuant to Section 5.3.2(g)), Borrower may prepay the entire amount of the Loan outstanding after the application of such Net Proceeds on the next Monthly Payment Date. No Spread Maintenance Premium or other prepayment fee shall be due in connection with any prepayment made pursuant to this Section 2.4.2, but subject to payment of any Breakage Costs. -53- 2.4.3 Spread Maintenance Premium Payment. Other than as set forth in Section 2.3.2, Section 2.4.2, payment of all or any part of the principal of the Loan by Borrower, a purchaser at foreclosure or any other Person prior to the Open Prepayment Date (whether or not an Event of Default exists) shall require payment of the Spread Maintenance Premium. Section 2.5 Regulatory Change; Taxes. 2.5.1 Increased Costs. If any Regulatory Change shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender or any company Controlling such Lender; (ii) subject any Lender or any company Controlling such Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) any other condition, cost or expense (other than Taxes) affecting this Agreement or the portion of the Loan made by such Lender or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or any company Controlling such Lender of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make such Loan, or to reduce the amount of any sum received or receivable by such Lender or any company Controlling such Lender (whether of principal, interest or any other amount) (such increases in cost and reductions in amounts receivable being herein called “Increased Costs”), then, upon request of such Lender, and provided that Lender requests the same of similarly situated borrowers, Borrower will pay to such Lender or any company Controlling such Lender, as the case may be, such additional amount or amounts as will compensate such Lender for such Increased Costs. 2.5.2 Payment Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of Administrative Agent) requires the deduction or withholding of any Tax from any such payment, then Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.5.2) each Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made. 2.5.3 Payment of Other Taxes by Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of Lender timely reimburse it for the payment of, any present or future stamp or documentary taxes or other excise taxes, charges, or similar levies which arise from any payment made hereunder, or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, the other Loan Documents, or the Loan, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.8.2) (hereinafter referred to as “Other Taxes”). -54- 2.5.4 Indemnification by Borrower. Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.5.4) payable or paid by such Recipient or required to be withheld or deducted from a payment such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. 2.5.5 Evidence of Payments. As soon as practicable after any payment of Taxes by Borrower to a Governmental Authority pursuant to this Section 2.5, Borrower shall deliver to Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to Administrative Agent. 2.5.6 Status of Lenders. (a) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and Administrative Agent, at the time or times reasonably requested by Borrower or Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Lender, if reasonably requested by Borrower or Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower or Administrative Agent as will enable Borrower or Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.5.6(b)(i), (b)(ii) and (b)(iv) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (b) Without limiting the generality of the foregoing, (i) if a Lender is a U.S. Person, such Lender shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; (ii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable

-55- request of the Borrower or Administrative Agent), whichever of the following is applicable: (A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W- 8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (B) executed copies of IRS Form W-8ECI; (C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or (D) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner; (iii) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes Administrative Agent under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower or Administrative Agent to determine the withholding or deduction required to be made; and (iv) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those -56- contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower and Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower or Administrative Agent as may be necessary for Borrower and Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and Administrative Agent in writing of its legal inability to do so. 2.5.7 Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.5 (including by the payment of additional amounts pursuant to this Section 2.5), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party incurred in connection with obtaining such refund and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.5.7 (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the extent that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.5.7, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.5.7 the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 2.5.8 Survival. Each party’s obligations under this Section 2.5 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 2.5.9 Defined Terms. For purposes of this Section 2.5, the term “applicable law” shall include FATCA. -57- 2.5.10 Indemnification by the Lenders. Each Lender shall severally indemnify Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.4(a) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this Section 2.5.10. Section 2.6 Advances; Working Capital. 2.6.1 Working Capital. On the Original Closing Date, Lenders deposited their Pro Rata Shares in an amount equal to $4,950,000.00 into an account with the Working Capital Bank (the “Working Capital Account”) and on September 7, 2022, PBB advanced an amount equal to $2,127,514.67 from the Supplemental Loan and deposited the same into the Working Capital Account. As of the Closing Date, $1,135.00 remains on deposit in the Working Capital Account. Amounts deposited pursuant to this Section 2.6.1 are referred to herein as the “Working Capital Funds”. Borrower shall use the Working Capital Funds for Property related costs and expenses and Borrower shall not declare or pay any dividends or otherwise declare or make any distribution to Borrower’s members from such Working Capital Funds. The Working Capital Account will be under the sole control and dominion of Administrative Agent, for the benefit of Lenders, except, so long as no Event of Default is continuing, Borrower shall have the right to make withdrawals from the Working Capital Account. Upon the occurrence and during the continuance of an Event of Default, Borrower shall no longer have any right to withdraw Working Capital Funds from the Working Capital Account, as further set forth in the Working Capital Account Agreement, and Administrative Agent may apply any Working Capital Funds on deposit in the Working Capital Account to the payment of the Debt in such order, proportion and priority as Administrative Agent may determine in its sole and absolute discretion. Borrower shall pay for all expenses of opening and maintaining the Working Capital Account. Any remaining Working Capital Funds after the Debt has been repaid in full shall be disbursed to Borrower. Notwithstanding anything to the contrary contained herein, in no event shall the Supplemental Loan be used to fund distributions to the direct or indirect members of the Borrower. Prior to the Original Closing Date, Borrower established, has maintained and shall maintain the Working Capital Account as a segregated Eligible Account pursuant to the terms of the Working Capital Account Agreement with the Working Capital Bank, which such Working Capital Account shall be in trust for the benefit of Lenders and shall be under the sole dominion and control of Borrower prior to an Event of Default and thereafter, Administrative Agent, for the benefit of Lenders. Borrower (i) hereby confirms its grant to Administrative Agent, for the benefit of Lenders of a first priority security interest in the Working Capital Account and all deposits at -58- any time contained therein and the proceeds thereof, and (ii) will take all actions necessary to maintain in favor of Administrative Agent, for the benefit of Lenders a perfected first priority security interest in the Working Capital Account, including, without limitation, the execution of any account control agreement required by Administrative Agent. Borrower shall not further pledge, assign or grant any security interest in the Working Capital 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 Administrative Agent, for the benefit of Lenders as the secured party, to be filed with respect thereto. Borrower will not in any way alter, modify or close the Working Capital Account and will notify Administrative Agent of the account number thereof. Other than during the continuance of an Event of Default, Borrower shall have the sole right to make withdrawals from the Working Capital Account and all costs and expenses for establishing and maintaining the Working Capital Account shall be paid by Borrower. During the continuance of an Event of Default, Administrative Agent, for the benefit of Lenders shall have the sole right to make withdrawals from the Working Capital Account and all costs and expenses for establishing and maintaining the Working Capital Account shall be paid by Borrower. All monies now or hereafter deposited into the Working Capital Account shall be deemed additional security for the Debt. Borrower shall indemnify and hold Administrative Agent, each Lender and Working Capital Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Working Capital Account, the Working Capital Account Agreement or the performance of the obligations for which the Working Capital Account was established (unless arising from the gross negligence or willful misconduct of Administrative Agent, any Lender or Clearing Bank, as applicable). 2.6.2 Conditions of Future Advances (Capital Expenditures), Future Advances (TI/LCs) and Future Advances (Interest/Carry Shortfall). The Original Senior Loan and the Original Building Loan have been fully advanced by the Lenders and the Lenders (other than PBB) shall have no further obligation to make their Pro Rata Shares of any Future Advance (TI/LCs) and/or Future Advance (Interest/Carry Shortfall). The obligation of PBB to make any Future Advance (Capital Expenditures), Future Advance (TI/LCs) and/or Future Advance (Interest/Carry Shortfall) hereunder shall be subject to the following conditions precedent, all of which conditions precedent must be satisfied, to the extent applicable (and remain satisfied as of the date the Future Advance is actually made by PBB) prior to PBB making any such Future Advance (Capital Expenditures), Future Advance (TI/LCs) and/or Future Advance (Interest/Carry Shortfall) under this Agreement and, upon satisfaction of the following conditions precedent, PBB shall be obligated to make any applicable Future Advance (Capital Expenditures), Future Advance (TI/LCs) and/or Future Advance (Interest/Carry Shortfall). (a) General Conditions: (i) Borrower’s Requisition. Borrower has delivered to Administrative Agent Borrower’s Requisition (and all deliverables required to be provided in connection therewith pursuant to this Article 2), which shall constitute Borrower’s representation and warranty to Administrative Agent that: (a) all costs for the payment of which Administrative Agent has previously advanced funds have in fact been paid or will

-59- be paid promptly following receipt of the applicable Future Advance, (b) all the representations and warranties contained in Article III of this Agreement continue to be true and correct in all material respects, except to the extent such representation or warranty was made as of a specified earlier date, in which case such representation shall be true and correct in all material respects as of the date made, subject to changes to such representations and warranties disclosed to Administrative Agent in writing, so long as such update is not the result of any breach of a covenant of Borrower under the Loan Documents, and such changes do not result from any monetary Default, material non- monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default by Borrower, and (c) no monetary Default, material non-monetary Default or Event of Default shall have occurred and be continuing (unless such monetary Default or material non-monetary Default would be cured by funding the applicable Future Advance (Capital Expenditures), Future Advance (TI/LCs) and/or Future Advance (Interest/Carry Shortfall)). (ii) No Liens. The Property shall be free from all Liens (other than Permitted Encumbrances) or Liens that will be paid for from the Future Advance and for which Borrower has provided lien waivers reasonably acceptable to Administrative Agent, conditioned only upon such payment. (iii) Proceedings. There shall be no governmental actions, proceedings or investigations pending or threatened in writing against or filed by Borrower which is reasonably likely to have a Material Adverse Effect. (iv) No Default. On and prior to the date of such Future Advance (Capital Expenditures), Future Advance (TI/LCs), there shall exist no monetary Default, material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default (unless such monetary Default or such material non-monetary Default would be cured by funding the applicable Future Advance (Capital Expenditures), Future Advance (TI/LCs) and/or Future Advance (Interest/Carry Shortfall)). (v) Available Commitments. Such Future Advance, together with all other Future Advances previously made hereunder, shall not exceed the Future Advance Amount. (vi) Additional Funding Sources. Prior to the initial Future Advance hereunder, Borrower shall have provided evidence to Administrative Agent that the Minimum Equity Requirement has been satisfied in full. Additionally, to the extent that either (i) there is distributable cash flow from the Property that is not otherwise required to be deposited into reserves in connection with or to pay anticipated Carry Costs or (ii) there are funds on deposit in the Working Capital Account and/or Tenant Reimbursement Account, such Working Capital Funds and Tenant Reimbursement Funds (if any, and subject to Sections 2.9.2 and 6.8.3 below) shall be first utilized to pay TI/LC Costs and/or Capital Expenditures prior to any Future Advance. (vii) Payment of Fees. Administrative Agent shall have received payment for any and all reasonable fees payable with respect to the applicable Future -60- Advance, including, but not limited to, solely with respect to any Future Advance (Capital Expenditures) or any Future Advance (TI/LCs), the reasonable fees and out-of-pocket expenses of the Construction Consultant (which shall not exceed $2,000 per draw), if any, relating to the Loan, and all other reasonable, out-of-pocket fees, costs and expenses (including, without limitation, reasonably attorneys’ fees) of Administrative Agent relating to the Loan to the extent then due and payable. (viii) Materials. Solely with respect to any Future Advance (Capital Expenditures) and any Future Advance (TI/LCs), with respect to any Stored Materials stored on the Property, the Lenders shall not be required to make Future Advances for the costs incurred by Borrower in connection therewith, except to the extent (x) Administrative Agent has received evidence that such materials are covered by the insurance policies required by this Agreement and are identified and protected against loss, theft and damage in a manner reasonably acceptable to Administrative Agent and the Construction Consultant, and (y) Administrative Agent shall have received bills of sale and other documentation evidencing the cost of such Stored Materials, and Borrowers’ ownership thereof following payment of such amount, and the release of any right, title or lien in respect thereof by any vendor after payment of such amount. The costs of any such Stored Materials at the Property, at any one time, for which Borrower shall have received (or is then requesting) a Future Advance (together with any Future Advance (as defined in the Building Loan)), shall not exceed $8,000,000 in the aggregate. (b) Leases. Solely with respect to any Future Advance (TI/LCs), Borrower shall have delivered to Administrative Agent evidence that the obligations set forth in the DCAS Lease related to such Future Advance have been satisfied and no default exists under the DCAS Lease beyond any applicable grace, notice or cure periods. In connection with any Tenant Improvement Work performed or to be performed by DCAS Tenant and Borrower’s obligation thereunder to pay to DCAS Tenant an allowance (all as more specifically provided for in the DCAS Lease), Borrower shall (i) reserved, (ii) to the extent Borrower has the right to receive or request the same under such Lease, Borrower shall deliver a budget for such Tenant Improvement Work to Administrative Agent prior to making the first request of a Future Advance with respect to the applicable Tenant Improvement Allowance, together with the plans and specifications for such work, (iii) certify in writing that the conditions have been satisfied and that Borrower is obligated to disburse the funds to DCAS Tenant under the DCAS Lease, (iv) use commercially reasonable efforts to cause DCAS Tenant to perform all Tenant Improvement Work that is the subject of the Tenant Improvement Allowance in accordance with the Lease and (v) deliver to Administrative Agent, concurrently with the request for any Future Advance, all of the materials delivered by the DCAS Tenant to Borrower in connection with such Future Advance. (c) Endorsement to Title Insurance Policy. Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs) (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions), if required by Administrative Agent, Borrower has delivered to Administrative Agent a “title continuation” reasonably acceptable to Administrative Agent dated as of the date of each Future Advance, which shall show the Mortgages as first liens on the Property subject only to Permitted Encumbrances and a “pending disbursement” endorsement in a form reasonably acceptable to Administrative Agent, which endorsement shall -61- increase the coverage of the Title Insurance Policy by the amount of the Future Advance through the pending disbursement clause. (d) Budget: Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs), (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions), Borrower shall have delivered to Administrative Agent a budget for such Capital Expenditures Work and for such Tenant Improvement Work reflecting the anticipated cost for performing such Capital Expenditures Work and Tenant Improvement Work, and Administrative Agent shall have approved the same, such approval not to be unreasonably withheld, delayed or conditioned (each such budget, as approved by Administrative Agent, a “Project Budget”); provided that the initial Project Budget for the Capital Expenditures Work and Tenant Improvement Work attached hereto as Schedule IX is hereby approved by Administrative Agent. Future Advances hereunder shall be funded in accordance with the Project Budget. (e) Inspection: Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs) (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions) which disbursement will exceed $100,000, in connection with any Tenant Improvement Work or Capital Expenditures Work, Administrative Agent, at its option, may require an inspection of the applicable portion of the Property at Borrower’s expense prior to making a Future Advance in order to verify completion of improvements constituting the applicable Capital Expenditures Work, Tenant Improvement Work or other TI/LC Costs, as the case may be. (f) Final Payment: Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs), in connection with a Future Advance for the final amounts to pay for Tenant Improvement Work or Capital Expenditures Work performed or to be performed by or on behalf of Borrower or by DCAS Tenant with respect to any such Lease, Borrower shall provide Administrative Agent with (A) evidence of payment of all costs and expenses of completing the applicable work, (B) a copy of any and all applicable permits, if any, required by Legal Requirements, with respect to any such Tenant Improvements, so as to allow the DCAS Tenant to occupy the leased premises as contemplated under such Lease, and (C) an original estoppel certificate in form and substance reasonably acceptable to Administrative Agent executed by the DCAS Tenant under the DCAS Lease for which such request relates, stating that DCAS Tenant has accepted the subject tenant improvements and that there are no defaults known to the tenant under the DCAS Lease. (g) Building Loan: Borrower, Administrative Agent and the Lenders acknowledge that Borrower desires to utilize a portion of the Future Advances to pay for “costs of the improvement” (as defined in the New York Lien Law) and that loans utilized to fund same must be formatted as a building loan (the “Building Loan”) to comply with the New York State Lien Law. In furtherance thereof, the parties hereto agree as follows: (A) The Lenders shall not be required make any Future Advances for “costs of the improvement” unless Borrower is in full compliance with the following provisions of this Section 2.6.2. -62- (B) On the Original Closing Date, Administrative Agent, the Lenders and Borrower executed and delivered (i) that certain Amended and Restated Building Loan Agreement dated as of March 7, 2019 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Building Loan Agreement”), (ii) that certain Consolidated, Amended and Restated Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement dated as of March 7, 2019 originally securing the maximum principal amount of up to $45,900,000.00 and (iii) that certain Consolidated, Amended and Restated Promissory Building Loan Note dated as of March 7, 2019 in the original principal amount of up to amount of $45,900,000.00, however, the current outstanding principal balance due under said Consolidated, Amended and Restated Promissory Building Loan Note is $24,096,964.78 and there are no more advances available under the Building Loan Agreement(the “Building Loan Amount”). (C) On the Closing Date, PBB and Borrower executed and delivered (i) the Supplemental Building Loan Agreement, (ii) that certain Supplemental Building Loan Mortgage, Assignment of Leases and Rents and Security Agreement in the amount of $54,125,443.00, and (iii) the Supplemental Upsize Building Loan Note (the amount secured by the Supplemental Upsize Building Loan Note, as may be increased in accordance with the terms of the Supplemental Building Loan Agreement, the “Supplemental Building Loan Amount”). (D) If at any time the amount of the Building Loan shall be increased due to all or a portion of the Supplemental Loan constituting “costs of the improvement”, Borrower, Administrative Agent and/or the Lenders, as applicable, shall execute and deliver amendments or modifications to, or supplements of, the documents referenced in clause (C) above to reflect the increased Supplemental Building Loan Amount (which shall include, without limitation, a building loan mortgage securing the amount of the Supplemental Loan constituting “costs of the improvement”, together with (i) an amendment to this Agreement which reduces the Commitment and the amounts set forth in the definitions of each of Future Advance (Capital Expenditures), Future Advance (TI/LCs), Future Advance (Interest/Carry Shortfall) and Future Funding Amount by the corresponding amounts of such items in the Supplemental Building Loan Agreement, (ii) an amendment and restatement of the Note to reduce the principal balance thereof by then-applicable Supplemental Building Loan Amount, (iii) a building loan assignment of leases and rents in form and substance substantially similar to the Assignment of Leases Rents, (iv) an affidavit complying with Section 22 of the New York Lien Law which is reasonably acceptable to Borrower and Lender, (v) an affidavit under Section 255 of the New York Real Property Law regarding the building loan assignment of leases and rents, and (vi) any other documents reasonably required by Administrative Agent. (E) The Loan shall be cross-defaulted and cross-collateralized with the Building Loan and the other Building Loan Documents. An Event of Default under this Agreement or any of the other Loan Documents shall constitute

-63- an Event of Default under the Building Loan and an Event of Default under the Building Loan Agreement or any of the other Building Loan Documents shall constitute an Event of Default hereunder. Administrative Agent shall have the option to pursue its remedies in any combinations and against any or all of Administrative Agent’s security for the Loan and/or the Building Loan, whether successively, concurrently or otherwise. (h) Disbursement of Future Advances (Interest/Carry Shortfall) – Cash Trap Period: To the extent that a Cash Trap Period is continuing, Future Advances (Interest/Carry Shortfall) may be made to deposit into the Deposit Account to pay to Administrative Agent, for the benefit of Lenders the Monthly Debt Service Payment Amount and the Monthly Debt Service Payment Amount (as defined in the Building Loan Agreement) and other Reserve Funds required by Article 6, which disbursement of such funds to be made in accordance with Section 6.9.1. Borrower agrees and acknowledges that the insufficiency of the amount of the Future Advances (Interest/Carry Shortfall) or Borrower’s failure to meet the conditions to Future Advances as set forth in this Section 2.6.2 is not intended to, and shall therefore not, constitute a limitation on the obligation of Borrower to pay Debt Service or Carry Costs. Borrower agrees and acknowledges that the insufficiency of the amount of the unadvanced portion of the Supplemental Loan or Borrower’s failure to meet the conditions to Advances as set forth in this Section 2.6.2 is not intended to, and shall therefore not, constitute a limitation on the obligation of Borrower to pay Debt Service or Carry Costs. 2.6.3 Construction. Borrower shall (a) construct and complete all Tenant Improvement Work within the time period and as required by, and in accordance with, the DCAS Lease, (b) construct all Capital Expenditures Work, (c) pay for or caused to be paid for and obtained all permits, licenses and approvals required by any Governmental Authority with respect to such Tenant Improvement Work to the extent required in the DCAS Lease and Capital Expenditures Work substantially in accordance with the schedule set forth in any Project Budget submitted to Administrative Agent, (d) cause all such Tenant Improvement Work and Capital Expenditures Work to be performed in a good and workmanlike manner, in compliance with all Legal Requirements in all material respects (including any and all applicable life safety laws, environmental laws and the ADA); (e) cause all Tenant Improvement Work and Capital Expenditures Work to be performed in a manner consistent with any plans and specifications therefor; (f) cause all Tenant Improvement Work and Capital Expenditures Work to be performed without regard to any deficiency of the amount of the proceeds of the Loan available and allocated for such Tenant Improvement Work and/or Capital Expenditures Work; and (g) cause all such Tenant Improvement Work and Capital Expenditures Work to be constructed, installed and completed as applicable, free and clear of all Liens (except for Permitted Encumbrances). 2.6.4 Funding Amount. The Original Senior Loan and the Original Building Loan have been fully advanced by the Lenders and the Lenders (other than PBB) shall have no further obligation to make their Pro Rata Shares of any Future Advance. In connection with the Aggregate Supplemental Loan, PBB shall not be obligated to fund, in the aggregate, an amount greater than the amount of the Original Supplemental Loan and the Supplemental Loan Upsize Amount. Borrower shall be obligated to fund any cost overruns or other amount which needs to be expended in order to enable Borrower to satisfy its obligation under Section 2.6.3 hereof to complete construction of Tenant Improvement Work and Capital Expenditures Work. At any time -64- and from time to time during the term of the Loan, with respect to the aggregate Tenant Improvement Work and Capital Expenditures Work, if Administrative Agent determines in its reasonable discretion that the estimated costs and expenses required to complete and pay for such aggregate Tenant Improvement Work and Capital Expenditures Work exceeds the sum of (a) the projected cost reflected on any approved budgets for such work and (b) the remaining unadvanced amounts available to be advanced under the Aggregate Supplemental Loan for the applicable costs, Administrative Agent shall have the right (but not the obligation) to notify Borrower in writing that, the cost of completing the aggregate Tenant Improvement Work and Capital Expenditures Work exceeds the approved budgets (the amount of any such deficiency, being herein referred to as the “Shortfall”). If Administrative Agent at any time shall deliver any such notice to Borrower, Borrower shall within ten (10) Business Days of delivery thereof, deposit with Administrative Agent, for the benefit of Lenders an amount equal to such Shortfall. For the avoidance of doubt, a Shortfall may exist whether or not Administrative Agent delivers a notice to Borrower; provided, that Borrower’s obligation to make a deposit with Administrative Agent is conditioned on Administrative Agent sending a notice pursuant to the terms of this Section. Administrative Agent shall have no obligation to make further Future Advances until the sums required to be deposited with Administrative Agent have been exhausted and, in any such case, the Loan is back “in balance.” Any such sums not used as provided shall be released to Borrower when and to the extent that Administrative Agent determines that a Shortfall does not exist, provided, however, that should an Event of Default occur, Administrative Agent, in its sole discretion, may apply such amounts either to the remaining costs and expenses to complete the Capital Expenditures Work or Tenant Improvement Work or to the immediate payment of any obligations of Borrower with respect to the Debt. 2.6.5 Quality of Work. No Future Advance or any portion thereof shall be made with respect to defective work or to any Person that has performed work that is defective and that has not been cured, as confirmed by the report of the Construction Consultant, if any, except to the extent that such Future Advance is for the remediation of the defective work. Additionally, Administrative Agent may disburse all or part of any Future Advance before the sum shall become due if Administrative Agent believes it advisable for Administrative Agent to do so, and all such Future Advances or parts thereof shall be deemed to have been made pursuant to this Agreement. 2.6.6 No Reliance. All conditions and requirements of this Agreement are for the sole benefit of Administrative Agent and Lenders and no other person or party (including, without limitation, the Construction Consultant, if any, any contractor and subcontractors and materialmen) shall have the right to rely on the satisfaction of such conditions and requirements by Borrower. Administrative Agent shall have the right, in its sole and absolute discretion, to waive any such condition or requirement and Borrower shall be authorized to rely on such waiver if and to the extent such waiver is in writing and signed by Administrative Agent. 2.6.7 Miscellaneous. The making of a Future Advance by Lenders shall not constitute Administrative Agent’s approval or acceptance of the construction theretofore completed or materials furnished with respect thereto. Administrative Agent’s inspection and approval of the workmanship and materials used in any Capital Expenditures Work or Tenant Improvement Work, shall impose no liability of any kind on Administrative Agent, the sole -65- obligation of Administrative Agent as the result of such inspection and approval being to make the Future Advances if and to the extent, required by this Agreement. Section 2.7 Method of Disbursement of Loan Proceeds. 2.7.1 Borrower’s Requisition to Be Submitted to Administrative Agent. At such time as Borrower shall desire to obtain a Future Advance (the date of such Future Advance being required to be a Business Day), Borrower shall complete, execute and deliver to Administrative Agent a Borrower’s Requisition in the form attached hereto as Exhibit A (“Borrower’s Requisition”), with respect to a Future Advance, shall be accompanied by: (a) with respect to any Future Advance for Tenant Improvement Work or Capital Expenditures Work, duly executed lien waivers, which may be interim lien waivers (for payments to be made from Future Advances for work which is not yet complete) and shall be final lien waivers (for all work which has been completed), as applicable, but in all events such lien waivers may be conditioned upon the payee’s receipt of payment in the applicable amount, from all contractors for all work performed, and all labor or material supplied prior to the date of the Future Advance; (b) copies of all invoices, paid receipts, contracts, subcontracts, purchase orders, bills of sale and similar documentation, as applicable, related to each Future Advance so that Administrative Agent can verify all costs set forth in any such Borrower’s Requisition; (c) evidence reasonably satisfactory to Administrative Agent that the full amount of the proceeds of the then last preceding Future Advance has been paid out in full to the Person with respect to whom such Future Advance was made and otherwise in accordance with this Agreement; and (d) such other information, documentation and certification as Administrative Agent shall reasonably request, including, without limitation, any documents required pursuant to Section 2.6 above. 2.7.2 Procedure of Advances. (a) Each Borrower’s Requisition shall be submitted to Administrative Agent at least ten (10) Business Days prior to the date of the requested Future Advance (the “Requested Advance Date”). PBB shall make the requested Future Advance on the Requested Advance Date so long as all conditions to such Future Advance are satisfied or waived; provided that Borrower may revoke such Borrower’s Requisition at any time prior to the Requested Advance Date upon prior notice to Administrative Agent (subject to payment of any Breakage Costs and any out-of- pocket costs or expenses incurred by Administrative Agent or Lenders in connection with such revocation). (b) In no event shall PBB be required to advance Future Advance funds in an amount less than the Minimum Advance Amount (except in respect of any final Future Advance). -66- 2.7.3 Funds Advanced. Each Future Advance made directly to Borrower shall be made by Administrative Agent by wire transfer (or other transfer) to an account designated by Borrower. All proceeds of all Future Advances shall be used by Borrower only for the purposes for which such Future Advances were made or as otherwise may be permitted or required herein. 2.7.4 Direct Future Advances to Third Parties. At Administrative Agent’s option at any time that a monetary Default, material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default has occurred and is continuing, Administrative Agent may make any or all Future Advances directly or through the Title Company to (i) any contractor, (ii) the Construction Consultant to pay its reasonable fees (which shall not exceed $2,000 per draw), if applicable, (iii) Administrative Agent’s counsel to pay the reasonable fees incurred by the same, (iv) to pay (x) any out-of-pocket expenses incurred by Administrative Agent which are reimbursable by Borrower under the Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other reasonable fees and expenses incurred by Administrative Agent), provided that Borrower shall theretofore have received written notice from Administrative Agent thereof, or (y) following the occurrence and during the continuance of an Event of Default, any other sums due to Administrative Agent under the Note, this Agreement or any of the other Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, and (v) any other Person to whom Administrative Agent determines payment is due. Any portion of the Loan disbursed by Administrative Agent as set forth above shall be deemed disbursed as of the date on which the Person to whom such payment is made receives the same. The execution of this Agreement by Borrower shall, and hereby does, constitute an irrevocable authorization to disburse such Future Advances constituting part of the Loan directly to any such Person or through the Title Company to such Persons subject to and in accordance with this Section 2.7.4 as amounts become due and payable to them hereunder and any portion of the Loan so disbursed by Administrative Agent shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from Borrower shall be necessary to warrant such payment directly of such Future Advances to such relevant Person in accordance herewith, and all such Future Advances so made shall satisfy pro tanto the obligations of Administrative Agent hereunder and shall be secured by the Mortgage and the other Loan Documents as fully as if made directly to Borrower. 2.7.5 Frequency of Advances. Administrative Agent shall have no obligation to make a Future Advance (Capital Expenditures) or Future Advance (TI/LCs) more often than once in each calendar month. In addition, Administrative Agent may at any time, in Administrative Agent’s sole discretion and without request therefor from Borrower, make Future Advances to pay amounts that are due to Administrative Agent under, and in accordance with, the Loan Documents. In addition, Administrative Agent may at any time, in Administrative Agent’s sole discretion and without request therefore from Borrower, make Future Advance (Interest/Carry Shortfall) to pay amounts that are due to Administrative Agent under, and in accordance with, the Loan Documents; provided that Administrative Agent shall deliver a written notice (or other written evidence customarily used by Administrative Agent to evidence such advance) to Borrower concurrently with or promptly after such Future Advance. 2.7.6 Advances Do Not Constitute a Waiver. No Future Advance shall constitute a waiver of any of the conditions of Administrative Agent’s obligation to make further

-67- Future Advances, nor, in the event Borrower is unable to satisfy any such condition, shall any Future Advance have the effect of precluding Administrative Agent from thereafter declaring such inability to be an Event of Default hereunder. 2.7.7 Availability of Future Advances. Borrower shall only be entitled to Future Advances prior to the First Extension Maturity Date and during the Second Extension Period, that Borrower’s right to request Future Advances of any unadvanced portion of the Future Funding Amount be terminated, in which case, the Loan shall be permanently reduced by an amount equal to the all or a portion of the unadvanced amounts upon the commencement of the Second Extension Period (if any). Section 2.8 Mitigation Obligations; Replacement of Lenders 2.8.1 Designation of a Different Lending Office. If any Lender requests compensation under Section 2.5, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.5, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.5 in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. 2.8.2 Replacement of Lenders. If any Lender requests compensation under Section 2.5, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.5 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.8.1 above, then the Borrower may, at its sole expense and effort, upon notice to such Lender, require such Lender to assign and delegate, without recourse, all of its interests, rights (other than its existing rights to payments pursuant to Section 2.5) and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment). A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Notwithstanding the foregoing, in no event shall the terms of this Section 2.8.2 be applicable for so long as there is only one Lender. Section 2.9 DCAS Shortfall. 2.9.1 DCAS Shortfall. Administrative Agent, Lenders and Borrower each acknowledge that, pursuant to each of the Initial Capital Expenditure and TI Budget attached as Schedule IX to this Agreement, the parties anticipate following the investment of the Minimum Equity Requirement and the full disbursement of the Supplemental Loan Upsize (collectively, the “Additional Investments”), there will be a temporary cash flow shortfall during the buildout phase of the DCAS Lease due to the timing of the Tenant Reimbursement Funds (as reflected in months 18, 19, 20, 23 and 24 of the Budget attached hereto, the “Anticipated DCAS Shortfall”) that will require an infusion of capital in excess of the Additional Investments. Borrower hereby -68- acknowledges and agrees that it is the sole responsibility of Borrower to fund the Anticipated DCAS Shortfall. 2.9.2 Mezzanine Debt or Preferred Equity Investment. Administrative Agent and Lenders hereby acknowledge and agree that, in addition to any pledge, assignment, conveyance, preferred equity investment or other Transfer that constitutes a Permitted Transfer (any of the foregoing, a “DCAS Shortfall Equity Financing”), Borrower shall have the right to request that Administrative Agent request the consent of the Lenders that the Anticipated DCAS Shortfall is funded via a mezzanine loan secured by the indirect interests in Borrower (the “Mezzanine Debt”) and/or preferred equity investment (the “Preferred Equity Investment”; together with the Mezzanine Debt, the “Alternate Financing Option(s)”). Administrative Agent and the Lenders hereby agree to not unreasonably withhold their consent to an Alternate Financing Option if and to the extent that each of the following conditions are satisfied: (a) each Lender obtains credit approval for such Alternate Financing Option; (b) the proposed provider of the Alternate Financing Option is reasonably acceptable to Administrative Agent and satisfies Lenders’ “know your customer” obligations and other internal requirements or is an Eligible Assignee, provided, however, such provider need not meet the Eligibility Requirements for purposes of the Alternate Financing Options; (c) no Event of Default then exists; (d) the maximum principal amount of such Alternate Financing Option does not exceed the amount of the Anticipated DCAS Shortfall plus reasonable financing expenses related to such Alternate Financing Option; (e) in connection with Mezzanine Debt, the security granted consists solely of a pledge of the indirect membership interests of Borrower and the lender thereunder executes and delivers to Administrative Agent an intercreditor agreement reasonably acceptable to Lenders; (f) the Alternate Financing Option is subordinate in time and in right to the Loan, Building Loan and Supplemental Building Loan and is not cross-defaulted or cross- collateralized with any other properties or loans; and (g) the sole purpose of the Alternate Financing Option is to pay TI/LC Costs, Debt Service and/or Carry Costs that are due and payable at such time(s) as the Additional Investments have been fully advanced and utilized and the actual Gross Revenue generated by the Property is insufficient to pay current TI/LC Costs, Debt Service and Carry Costs prior to the completion of the Tenant Improvements required under the DCAS Lease. As a result of the foregoing, Administrative Agent and Lenders agree that any outstanding Alternate Financing Option may be repaid prior to the repayment of the Loan so long as the source of such repayment is funds deposited into the Tenant Reimbursement Account in an amount up to the Anticipated DCAS Shortfall amount (i.e., any interest and financing costs with respect to any Alternate Financing Option shall not be paid using funds from the Tenant Reimbursement Account unless and until Tranches 1, 2 and 3 set forth in the DCAS Lease are Substantially Complete (as defined in the DCAS Lease) and no Anticipated DCAS Shortfall(s) remain). -69- 2.9.3 Permitted Credit Line. Provided that no Event of Default exists, in lieu of an Alternate Financing Option requiring the consent of the Lenders, Borrower shall have the right, without the consent of the Lenders or the Administrative Agent, to finance the Anticipated DCAS Shortfall utilizing a Permitted Credit Line. For the purposes hereunder, a “Permitted Credit Line” shall mean a loan from a Person that satisfies Lenders’ “know your customer” obligations which is non-recourse to Borrower and secured solely by a pledge of the Tenant Reimbursement Funds (and not secured by the Property, by the direct or indirect interests in Borrower or by a guaranty from Borrower or Guarantor (provided, however, that any interest of such Permitted Credit Line may be guaranteed by another Affiliate of Borrower)). Borrower shall be entitled to create and fund a reserve for the benefit of any lender of such Permitted Credit Line in order to pay the interest thereunder using proceeds from sources other than the Property or the Loan, Supplemental Building Loan or Supplemental Loan. If Borrower enters into a Permitted Credit Line in accordance with the terms hereof, Administrative Agent shall enter into, on behalf of the lenders, a recognition agreement on Administrative Agent’s then-standard form, recognizing the right of the lender of such Permitted Credit Line to such proceeds from DCAS Tenant. 2.9.4 Distribution of Tenant Reimbursement Funds for DCAS Lease Costs. Notwithstanding anything to the contrary herein, if at any time after the Additional Investments have been fully advanced there are any Tenant Reimbursement Funds on deposit in the Tenant Reimbursement Account and Borrower has incurred TI/LC Costs, Debt Service and/or Carry Costs in excess of the amount of the Additional Investments due to an Anticipated DCAS Shortfall (the “Excess DCAS Costs”), and paid such Excess DCAS Excess Costs directly or using proceeds from a DCAS Shortfall Equity Financing, an Alternate Financing Option approved hereunder or a Permitted Credit Line (or any combination thereof), then following delivery by Borrower to Administrative Agent of reasonable documentation evidencing the payment of such Excess DCAS Costs, Administrative Agent shall release the amount of Tenant Reimbursement Funds from the Tenant Reimbursement Account to reimburse Borrower for such Excess DCAS Costs, which funds may be retained and distributed by Borrower or used to repay all or a portion of the DCAS Shortfall Equity Financing, Alternate Financing Option or Permitted Credit Line, as applicable. Notwithstanding anything to the contrary contained herein or in the documents reflecting such DCAS Shortfall Equity Financing, Alternate Financing Option or Permitted Credit Line, Borrower shall only be entitled to a reimbursement of amounts actually incurred by Borrower for Excess DCAS Costs, and any interest and financing costs with respect to any DCAS Shortfall Equity Financing, Alternate Financing Option or Permitted Credit Line shall not be paid using Tenant Reimbursement Funds unless and until (x) Tranches 1, 2 and 3 set forth in the DCAS Lease are Substantially Complete (as defined in the DCAS Lease) and (y) no Anticipated DCAS Shortfall(s) remain. III. REPRESENTATIONS AND WARRANTIES Section 3.1 Borrower Representations. Borrower represents and warrants to Administrative Agent and Lenders as of the Closing Date, as of the date of each Future Advance and each other date on which the representations and warranties set forth herein are required to be remade that: -70- 3.1.1 Organization. (a) Borrower and each SPC Party (if any) is duly formed, organized, validly existing and in good standing in its jurisdiction of formation with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of the Property or the conduct of its business requires such qualification. Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Borrower does not own or use any assets other than its interests in the Property and personal property incidental to the business of owning, constructing, renovating, leasing, operating and selling the Property and activities incidental thereto; and Borrower acknowledges and agrees that it is Borrower’s understanding and intent that the Property constitutes “single asset real estate” for purposes of Section 362(d)(3) of the Bankruptcy Code. (b) Borrower’s exact legal name is correctly set forth in the first paragraph of this Agreement. Borrower is an organization of the type specified in the first paragraph of this Agreement. Borrower is incorporated or organized under the laws of the state specified in the first paragraph of this Agreement. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth in the first paragraph of this Agreement (unless Borrower notifies Administrative Agent in writing at least twenty (20) days prior to the date of such change). 3.1.2 Proceedings. This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and, to Borrower’s knowledge, constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by any Borrower Party including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and no Borrower Party has asserted any right of rescission, set-off, counterclaim or defense with respect thereto. 3.1.3 No Conflicts. The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower is subject, or materially conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s organizational documents or any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other agreement or instrument to which Borrower is a party or by which Borrower’s is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien, charge or encumbrance on any of Borrower’s assets or property (other than Permitted Encumbrances or

-71- otherwise pursuant to the Loan Documents), nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or any of Borrower’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any court or any such Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents has been obtained and is in full force and effect. 3.1.4 Litigation. There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened (in writing) against Borrower in any court or by or before any other Governmental Authority, that is reasonably likely to result in a Material Adverse Effect. There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Guarantor or any other Restricted Party, in any court or by or before any other Governmental Authority, that is reasonably likely to result in a Material Adverse Effect. 3.1.5 Agreements. Borrower is not a party to any agreement or instrument or subject to any restriction which is reasonably likely to have a Material Adverse Effect. Borrower is not in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default is reasonably likely to result in a Material Adverse Effect. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or the Property is bound. Borrower has no material financial obligation (contingent or otherwise) under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than (a) obligations incurred in the ordinary course of the operation of the Property and (b) obligations under the Loan Documents. 3.1.6 Consents. No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, this Agreement or the other Loan Documents or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower. 3.1.7 Title. Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever, in each case except the Permitted Encumbrances. The Permitted Encumbrances in the aggregate do not, and will not, (i) materially adversely affect (a) the operation or use of the Property, or (b) Borrower’s ability to pay its Obligations in a timely manner, or (ii) materially interfere with the benefits of the security intended to be provided by this Agreement and the other Loan Documents. The Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) a valid, first priority, perfected lien on the Property, subject only to Permitted Encumbrances and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty located on the Property (including the Leases), all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances. The filing of a Uniform Commercial Code financing statement covering all personalty of Borrower with the Delaware Secretary of State will create perfected security -72- interests in and to, and perfected collateral assignments of, all personalty, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances and such other Liens as are expressly permitted pursuant to the Loan Documents. There are no mechanics’, materialmen’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage, in each case other than Permitted Encumbrances. None of the Permitted Encumbrances, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, materially and adversely affect the value of the Property, materially impair the use or operations of the Property or materially impair Borrower’s ability to pay its obligations in a timely manner. 3.1.8 No Plan Assets. As of the date hereof and throughout the Term of the Loan, (a) Borrower is not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, or (b) none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3- 101, as modified by Section 3(42) of ERISA, (c) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions by or with Borrower are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans. As of the date hereof, neither Borrower nor any ERISA Affiliate maintains, sponsors or has any obligation to contribute to a “pension plan” (within the meaning of Section 3(2) of ERISA) that is subject to Title IV of ERISA. Borrower’s representations and covenants in this Section 3.1.8 and in Section 4.2.10 below are based on the assumption that no portion of the assets used by any Lender in connection with the transactions contemplated under this Agreement and the other Loan Documents constitutes assets of a (i) “benefit plan investor” within the meaning of Section 3(42) of ERISA, unless each such Lender relied on an available prohibited transaction exemption, all of the conditions of which are and at all times remain satisfied by such Lender or (ii) governmental plan which is subject to any provision which is similar to the prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code (“Applicable Similar Law”), unless the acquisition and holding of the Loan or any interest therein does not and will not at any time give rise to a violation of any such Applicable Similar Law. 3.1.9 Compliance. To Borrower’s knowledge and except as disclosed in the PCR or Zoning Report, Borrower and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, parking, building, zoning and land use laws, ordinances, regulations, and codes. To Borrower’s knowledge, Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which is reasonably likely to result in a Material Adverse Effect. Borrower has not committed any act which may give any Governmental Authority the right to cause Borrower to forfeit the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. The Property is used exclusively for office and retail use and other appurtenant and related uses. Except as set forth in the Zoning Report, in the event that all or any part of the Improvements are destroyed or damaged, said Improvements can be legally reconstructed to their condition prior to such damage or destruction and thereafter exist for the same used without violating any zoning or other ordinances applicable thereto and without the necessity of obtaining any variances or special permits. -73- 3.1.10 Financial Information. All financial reports, documents, instruments, information and financial data, including, without limitation, the statements of cash flow and income and operating expense and evidence of equity, that have been delivered to Administrative Agent in connection with the Loan (i) are true, complete and correct in all material respects, (ii) accurately represent in all material respects the financial condition of Borrower, Guarantor and the Property, as applicable, as of the date of such reports, (iii) to the extent prepared or audited by an independent certified public accounting firm, in the case of financial data and reporting, have been prepared in accordance with Accounting Principles or another acceptable tax based accounting method, throughout the periods covered, except as disclosed therein, and (iv) when taken as a whole, are accurate, correct and sufficiently complete in all material respects to give Administrative Agent true and accurate knowledge of their subject matter and do not contain any material misrepresentation or omission. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect. Since the date of the financial statements delivered to Administrative Agent, there has been no material adverse change in the financial condition, operations or business of Borrower or the Property from that set forth in said financial statements. 3.1.11 Condemnation. No Condemnation or other proceeding related thereto has been commenced or, to Borrower’s knowledge, is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property. 3.1.12 Utilities and Public Access. (a) To Borrower’s knowledge, all easements, cross or reciprocal easements, licenses, air rights and rights-of-way or other similar property interests (collectively, “Easements”), if any, necessary for the construction, renovation, completion and full utilization of the Improvements for their intended purposes have been obtained, are described in the Title Insurance Policy and are in full force and effect without default thereunder. The Property has rights of access to public ways (including all required curb cuts). The Property is served by water, sewer, sanitary sewer storm drain facilities and all other public utilities adequate for the use, construction, operation, maintenance and sale of the Improvements as contemplated hereby. All roads and streets necessary for the full utilization of the Improvements for its intended purpose have been completed and dedicated to public use and accepted by such Governmental Authority allowing for the use and operation of, and access to the Improvements. No parking is required to comply with the Leases or applicable Legal Requirements. (b) All public utilities necessary for the full use and enjoyment of the Property as intended are located either in the public right-of-way abutting the Property (which are connected so as to serve the Property without passing over other property) or in recorded easements serving the Property and such easements are set forth in and insured by the applicable Title Insurance Policy. 3.1.13 Separate Lots. The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property. -74- 3.1.14 Assessments. To Borrower’s knowledge, there are no pending or proposed special or other assessments for public improvements or otherwise affecting the Property, nor are there any contemplated improvements to the Property that may result in such special or other assessments. 3.1.15 Enforceability. Borrower has not asserted any right of rescission, set off, counterclaim or defense with respect to the Loan Documents. 3.1.16 Assignment of Leases. The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, including the right to operate the Property. No Person other than Borrower and Administrative Agent has any interest in or assignment of Borrower’s interest in the Leases or any portion of the Rents due and payable or to become due and payable thereunder. 3.1.17 Insurance. Borrower has obtained and has delivered to Administrative Agent original or certified copies of all of the Policies or ACORD certificates, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. There are no claims currently outstanding that have been made under any of the Policies, and to Borrower’s knowledge, no Person, including Borrower, has done, by act or omission, anything which would materially impair the coverage of any of the Policies. 3.1.18 Licenses. All certifications, permits, licenses and approvals, including, without limitation, certificates of completion and occupancy permits required of Borrower by any Governmental Authority for the legal use, occupancy and operation of the Property in the manner in which the Property is currently being used, occupied and operated (“Licenses”) have been obtained and are in full force and effect. 3.1.19 Flood Zone. None of the Improvements on the Property are located in an area designated or identified as a special flood hazard area by the Federal Emergency Management Agency, the Secretary of Housing and Urban Development, or by such other official as shall from time to time be authorized by federal or state law to make such designation pursuant to the National Flood Insurance Act of 1968, as such act may from time to time be amended, or pursuant to any other national, state, county or city program of flood control, or, if so located the flood insurance required pursuant to Section 5.1.1(a) hereof is in full force and effect with respect to the Property. 3.1.20 Physical Condition. Except as may be disclosed in the PCR, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems located thereon and all structural components thereof, are in good condition, order and repair in all material respects; to Borrower’s knowledge, there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received written notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause

-75- the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond. 3.1.21 Boundaries/Survey. Except as set forth in the Survey, all of the improvements which were included in determining the Appraised Value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no Easements or other encumbrances affecting the Property encroach upon any of the Improvements, so as to materially adversely affect the value or marketability of the Property, except those easements or other encumbrances with respect to which the Title Insurance Policy insures against any losses resulting therefrom. To Borrower’s knowledge, the Survey for the Property delivered to Administrative Agent in connection with this Agreement is accurate and complete in all material respects. 3.1.22 Leases. The rent roll attached hereto as Schedule II (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described on the Rent Roll. Borrower has delivered to Administrative Agent the DCAS Lease and the DCAS Lease has not been amended or modified. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases described on the Rent Roll, arrearage reports and Tenant estoppels delivered to and approved by Administrative Agent. Except as set forth on the Rent Roll, and to Borrower’s knowledge: (i) the Leases are in full force and effect and there are no defaults thereunder by either party, (ii) Borrower has delivered to Administrative Agent all the copies of the Leases in Borrower’s possession, (iii) no Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (iv) except as disclosed on Schedule III attached hereto and the work contemplated by the DCAS Lease, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant or are to be received by the Tenant after the date hereof pursuant to the express terms of the applicable Lease, (vi) except as set forth in the Rent Roll and with respect to the DCAS Lease, the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Administrative Agent a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) no Tenant under any Lease (or any sublease) is a Borrower Related Party, (ix) the Tenants under Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its demised premises, (x) other than pursuant to the Leasing Agreement, there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder, and (xi) to Borrower’s knowledge, no Tenant has or is asserting any claim of offset or other defense, counterclaim or other claim in respect of such Tenant’s obligations or the lessor’s rights under any Lease. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased -76- premises or the building of which the leased premises are a part. Borrower is sole owner of the lessor’s entire right, title and interest in and to the Leases. 3.1.23 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder or are insured against by the title insurance policy to be issued in connection with the Mortgage or, after the Closing Date, are being contested in accordance with this Agreement. 3.1.24 Special Purpose Bankruptcy Remote Entity. Borrower hereby represents and warrants that as of the formation of Borrower and each SPC Party through and including the Closing Date that neither Borrower nor any SPC Party has taken any of the actions prohibited (or failed to take any actions required to be taken) pursuant to the terms and provisions of this Section 3.1.24. Borrower hereby represents and warrants to, and covenants with, Administrative Agent that as of the date hereof and until such time as the Debt shall be paid in full: (a) Borrower does not own and will not own any asset or property other than (i) the Property, and (ii) incidental personal property necessary or desirable for the ownership operation, maintenance, development, repair, leasing, alteration, equipping, financing, management and disposal of the Property. (b) Borrower has not and will not engage in any business other than the acquisition, ownership, holding, leasing, management, operation, development and improvement of the Property and Borrower has and will conduct and operate its business as presently conducted and operated. (c) Borrower has not and will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arms-length basis with third parties other than any such party (d) Except for prior financings, which financings will be repaid in full on or prior to the date hereof, Borrower has not incurred and will not incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Permitted Indebtedness. (e) Borrower has not made and will not make any loans or advances to any third party (including any Affiliate or constituent party), and has not and shall not acquire obligations or securities of its Affiliates. -77- (f) Borrower has been, is and will intend to remain solvent and Borrower has (either directly or through Manager) paid and will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due; provided, that, in each such case, there exists and is made available to Borrower sufficient cash flow from the Property to do so and that the foregoing shall not require Guarantor or any other partners, members or other owners of Borrower to make any capital contributions to Borrower. (g) Except for the prior operating agreements of Borrower, which operating agreements have been amended and restated in their entireties as of the date hereof by the LLC Agreement (as defined below) of Borrower, Borrower has done or caused to be done and will do or cause to be done all things necessary to observe material organizational formalities and preserve its existence, and Borrower has not, will not, nor will Borrower permit any SPC Party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of Borrower or such SPC Party without the prior consent of Administrative Agent (not to be unreasonably withheld, conditioned or delayed, provided the new borrowing entity is a limited liability company (whether single-member or multi-member) or a limited partnership, in either case formed under Delaware law which meets Administrative Agent’s requirements then applicable to such entities) in any manner that (i) violates the single purpose covenants set forth in this Section 3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that (A) by its terms cannot be modified at any time when the Loan is outstanding, (B) by its terms cannot be modified without Administrative Agent’s consent, or (C) is otherwise prohibited from being amended or modified pursuant to this Agreement or the other Loan Documents. (h) Borrower has maintained and will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Borrower’s assets have not and will not be listed as assets on the financial statement of any other Person; provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower’s own separate balance sheet. Borrower has filed and will file its own tax returns except to the extent Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law. (i) Borrower has been and will be, and at all times has and will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of Borrower or any constituent party of Borrower), has and shall correct any known misunderstanding regarding its status as a separate entity, has and shall conduct business in its own name, has not and shall not identify itself or any of its Affiliates as a division or part of the other and has and shall maintain and utilize separate stationery, invoices and checks bearing its own name, except in each case for business conducted on behalf of Borrower by Manager pursuant to the terms and provisions of the Management Agreement, which agreement is on commercially- reasonable terms, so long as Manager holds itself out as an agent or representative of Borrower. -78- (j) Borrower has maintained and will intend 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 that this clause (j) shall not require any partners, members or other owners of Borrower to make any capital contributions to Borrower) and shall not intentionally make any distribution which shall cause it to have less than adequate capital. (k) Neither Borrower nor any constituent party has or will seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower. (l) Borrower has not and will not commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and has and will hold all of its assets in its own name. (m) Borrower has and 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 Affiliate or constituent party or any other Person. (n) Borrower has not and will not guarantee or become obligated for the debts of any other Person and has not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person. (o) Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Non-Consolidation Opinion and any New Non-Consolidation Opinion shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply in all respects with or cause the compliance in all respects with, (i) all of the facts and assumptions relating to the conduct of Borrower set forth in the Non- Consolidation Opinion, and any New Non-Consolidation Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of Borrower and any SPC Party. (p) Other than Manager, Borrower has not permitted, and will not permit any Affiliate or constituent party independent access to its bank accounts. (q) Borrower has paid and shall intend to pay from its own funds its own liabilities and expenses, including all Property-related expenses and the salaries of its own employees (if any) from its own funds and has maintained and shall maintain a sufficient number of employees (if any) in light of its contemplated business operations, with it being understood that nothing in this Section 3.1.24(q) shall limit the right of Borrower to share overhead expenses with Affiliates in compliance with Section 3.1.24(t). (r) Borrower has compensated and shall compensate each of its consultants and agents from its funds for services provided to it and has paid and shall pay from and to the extent of its own assets all obligations of any kind incurred. (s) Borrower will not, without the unanimous consent of all of its directors or members (including all Independent Directors) take any Material Action.

-79- (t) Borrower will allocate fairly and reasonably any overhead expenses that are shared with any Affiliate, including shared office space and for services performed by any employee of an Affiliate. (u) Other than pursuant to the Loan Documents, Borrower will not pledge its assets to secure the obligations of any other Person. (v) Borrower will have no obligation to indemnify its officers, directors, members or partners, as the case may be, unless such obligation is fully subordinated to the Debt and will not constitute a claim against it if cash flow in excess of the amount required to pay the Debt is insufficient to pay such obligation. (w) Borrower does not, and will not have any of its obligations guaranteed by any Affiliate and does not and will not permit any Affiliate to hold such Affiliate’s credit out as available to pay the debts of Borrower or pay the debts of Borrower, other than with respect to the Guaranties. (x) Borrower shall not buy or hold evidence of indebtedness issued by any other Person other than Permitted Indebtedness. (y) Borrower shall not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity. (z) If Borrower shall have its own board of directors, Borrower shall cause its board of directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe all other limited liability company formalities; (aa) Borrower shall cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. (bb) If Borrower is a limited partnership or a limited liability company other than a Single Member Delaware LLC, each SPC Party shall comply in all material respects with the terms and provisions of this Section 3.1.24. Each SPC Party shall either be (i) a Single Member Delaware LLC in accordance with the terms and provisions of clause (cc) below or (ii) a corporation (A) whose sole asset is its interest in Borrower, (B) which has not been and shall not be permitted to engage in any business or activity other than owning an interest in Borrower, (C) which has not been and shall not be permitted to incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), and (D) which has and will at all times own at least a one half of one percent (0.5%) direct equity ownership interest in Borrower. Each SPC Party will at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 (to the extent applicable) as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, to the extent permitted pursuant to the terms and provisions of this Agreement, Borrower shall immediately appoint a new SPC Party whose articles of incorporation or organization are substantially similar to those of such SPC Party and -80- deliver a New Non-Consolidation Opinion with respect to the new SPC Party and its equity owners. (cc) In the event Borrower or an SPC Party is a Single Member Delaware LLC, its limited liability company agreement in effect as of the Closing Date (the “LLC Agreement”) shall provide that: (i) upon the occurrence of any event that causes the last remaining member (“Member”) of Borrower or the SPC Party, as applicable, to cease to be the member of Borrower or the SPC Party, as applicable, (other than (A) upon an assignment by Member of all of its limited liability company interest in Borrower or the SPC Party, as applicable, and the admission of the transferee in accordance with the Loan Documents and the LLC Agreement, or (B) the resignation of Member and the admission of an additional member of Borrower or the SPC Party, as applicable, in accordance with the terms of the Loan Documents and the LLC Agreement), any person acting as Independent Director of Borrower or the SPC Party, as applicable, shall, without any action of any other Person and simultaneously with the Member ceasing to be the member of Borrower or the SPC Party, as applicable, automatically be admitted to Borrower or the SPC Party, as applicable, as a member with a 0% economic interest (“Special Member”) and shall continue the existence of Borrower or the SPC Party, as applicable, without dissolution; (ii) Special Member may not resign from Borrower or the SPC Party, as applicable, or transfer its rights as Special Member unless (A) a successor Special Member has been admitted to Borrower or the SPC Party, as applicable, as a Special Member in accordance with requirements of Delaware law, as applicable, and (B) after giving effect to such resignation or transfer, there remains at least two (2) Independent Directors of Borrower or the SPC Party, as applicable, in accordance with Section 3.1.24(dd) below; (iii) Special Member shall automatically cease to be a member of Borrower or the SPC Party, as applicable, upon the admission to Borrower or the SPC Party, as applicable, of the first substitute member; (iv) Special Member shall be a member of Borrower or the SPC Party, as applicable, that has no interest in the profits, losses and capital of Borrower or the SPC Party, as applicable, and has no right to receive any distributions of the assets of Borrower or the SPC Party, as applicable; (v) pursuant to the applicable provisions of the limited liability company act of the State of Delaware (the “Act”), Special Member shall not be required to make any capital contributions to Borrower or the SPC Party, as applicable, and shall not receive a limited liability company interest in Borrower or the SPC Party, as applicable; (vi) Special Member, in its capacity as Special Member, may not bind Borrower or the SPC Party, as applicable; (vii) except as required by any mandatory provision of the Act, Special Member, in its capacity as Special Member, shall have no right to vote on, approve or -81- otherwise consent to any action by, or matter relating to, Borrower or the SPC Party, as applicable, including, without limitation, the merger, consolidation or conversion of Borrower or the SPC Party, as applicable; provided, however, such prohibition shall not limit the obligations of Special Member, in its capacity as Independent Director, to vote on such matters required by the Loan Documents or the LLC Agreement; (viii) upon the occurrence of any event that causes the Member to cease to be a member of Borrower or the SPC Party, as applicable, to the fullest extent permitted by law, the personal representative of Member shall, within ninety (90) days after the occurrence of the event that terminated the continued membership of Member in Borrower or the SPC Party (as applicable) agree in writing (A) to continue Borrower or the SPC Party (as applicable) and (B) to the admission of the personal representative or its nominee or designee, as the case may be, as a substitute member of Borrower or the SPC Party (as applicable) effective as of the occurrence of the event that terminated the continued membership of Member in Borrower or the SPC Party, as applicable; (ix) any action initiated by or brought against Member or Special Member under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law shall not cause Member or Special Member to cease to be a member of Borrower or the SPC Party, as applicable, and upon the occurrence of such an event, the business of Borrower or the SPC Party (as applicable) shall continue without dissolution; and (x) each of Member and Special Member waives any right it might have to agree in writing to dissolve Borrower or the SPC Party, as applicable, upon the occurrence of any action initiated by or brought against Member or Special Member under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or the occurrence of an event that causes Member or Special Member to cease to be a member of Borrower or the SPC Party, as applicable. In order to implement the admission to Borrower or an SPC Party, as applicable, of Special Member, Special Member shall execute a counterpart to the LLC Agreement. Prior to its admission to Borrower or the SPC Party, as applicable, as Special Member, Special Member shall not be a member of Borrower or the SPC Party, as applicable, but Special Member may serve as an Independent Director of Borrower or the SPC Party, as applicable. (dd) The organizational documents of Borrower in effect as of the Closing Date (to the extent Borrower is a corporation or a Single Member Delaware LLC) or each SPC Party (if Borrower is a limited partnership or a limited liability company other than a Single Member Delaware LLC) shall provide that at all times there shall be at least two (2) duly appointed independent managers of such entity (each, an “Independent Director”) who shall (i) not have been at the time of each such individual’s initial appointment, and shall not have been at any time during the preceding five years, and shall not be at any time while serving as Independent Director, either (A) a shareholder (or other equity owner) of, or an officer, director, manager (other than in its capacity as Independent Director), partner, member or employee of, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates, (B) a customer of, or supplier to, or other Person who derives any of its purchases or revenues from its activities with, Borrower or any of its respective shareholders, partners, members, subsidiaries or affiliates (other than as an -82- Approved Independent Director Provider), (C) a Person who Controls or is under common Control with any such shareholder, officer, director, partner, member, employee supplier, customer or other Person (other than as an Approved Independent Director Provider), or (D) a member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier, customer or other Person, (ii) be employed by, in good standing with and engaged by Borrower in connection with, in each case, an Approved Independent Director Provider, and (iii) have had at least three (3) years prior experience as an Independent Director employed and in good standing with an Approved Independent Director Provider. (ee) The organizational documents of Borrower in effect as of the Closing Date (to the extent Borrower is a corporation or a Single Member Delaware LLC) or each SPC Party (if Borrower is a limited partnership or a limited liability company other than a Single Member Delaware LLC) shall further provide that: (i) the board of directors or managers of Borrower or the SPC Party, as applicable, and the constituent members of such entities (the “Constituent Members”) shall not take any Material Action without the unanimous vote of the entire board of directors or managers, as applicable, and the Constituent Members including the two (2) Independent Directors appointed in accordance with the terms and provisions of Section 3.1.24(dd); (ii) any resignation, removal or replacement of an Independent Director shall not be effective without two (2) Business Days prior written notice to Administrative Agent accompanied by evidence that a replacement Independent Director satisfying the applicable terms and conditions hereof and of the applicable organizational documents shall have replaced such outgoing Independent Director; (iii) to the fullest extent permitted by applicable law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, each Independent Director shall consider only the interests of the Constituent Members, Borrower and the SPC Party, if applicable (including Borrower’s and any such SPC Party’s creditors) in acting or otherwise voting on a Material Action or any other matters provided for herein and the organizational documents of Borrower and any SPC Party (which such fiduciary duties to the Constituent Members, Borrower and any SPC Party (including Borrower’s and any such SPC Party’s respective creditors), in each case, shall be deemed to apply solely to the extent of their respective economic interests in Borrower or any SPC Party, as applicable) exclusive of (x) all other interests (including, without limitation, all other interests of the Constituent Members), (y) the interests of other affiliates of the Constituent Members, Borrower and any SPC Party and (z) the interests of any group of affiliates of which the Constituent Members, Borrower or any SPC Party is a part; (iv) other than as provided in subsection (iii) above, the Independent Directors shall not have any fiduciary duties to any Constituent Members, any directors of Borrower, any SPC Party or any other Person;

-83- (v) the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing under applicable law; and (vi) to the fullest extent permitted by applicable law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to Borrower, any SPC Party, any Constituent Member or any other Person for breach of contract or breach of duties (including fiduciary duties), unless such Independent Director acted in bad faith or engaged in willful misconduct. (ff) Borrower hereby represents and warrants to Administrative Agent that neither Borrower nor any SPC Party has, since Borrower’s and such SPC Party’s formation: (a) failed to be duly formed, validly existing, and in good standing in the applicable jurisdiction(s) of its formation and with respect to Borrower, the State; (b) had any judgments or liens of any nature against it except for (i) liens for Taxes not yet delinquent or being disputed in good faith and (ii) judgments or liens which have been satisfied or settled in full; (c) failed to comply in all material respects with all laws, regulations, and orders applicable to it or failed to receive all licenses and permits necessary for it to operate which, in either case, had or would have a Material Adverse Effect; (d) been involved in any dispute with any Governmental Authority which is unresolved as of the Closing Date or failed to pay all Taxes owed prior to the delinquency thereof (or, if later, then with all applicable penalties, interest and other sums due in connection therewith) other than Taxes being disputed in good faith in accordance with the terms and conditions hereof; (e) ever been party to any material lawsuit, arbitration, summons, or legal proceeding (other than with respect to disputes regarding Taxes) that is still pending (other than ordinary tenant/occupant litigation, personal injury and property damage claims that are covered by insurance) or that resulted in a judgment against it that has not been paid in full, settled or otherwise satisfied; (f) failed in any material respects to comply with all separateness covenants contained in its organizational documents since its formation; (g) (i) with respect to Borrower, had any material contingent or actual obligations not related to the Property except (i) to the extent such obligations are (x) covered by insurance, or (y) subject to reimbursement from a third-party and (ii) with respect to SPC Party, had any material contingent or actual obligations; (h) (i) with respect to Borrower, owned any property other than the Property and such personal property incidental, ancillary or related to or necessary or appropriate for the ownership and operation of such tenant- in-common interest in the Property and (ii) with respect to SPC Party, owned any asset other than its ownership interests in the Borrower; (i) engaged in any business unrelated to the acquisition, holding, ownership, operation, management, leasing, sale, transfer, exchange, financing, refinancing, improvement and maintenance of its applicable tenant-in-common interest Property, and activities incidental, ancillary or related thereto or necessary or appropriate therefor; and (j) except as expressly disclosed to Administrative Agent in connection with the closing of the Loan, amended, modified, supplemented, restated, replaced or terminated its organizational documents (or consented to any of the foregoing). 3.1.25 Tax Filings. As of the Closing Date, and on every date thereafter on which these representations are remade, all tax returns required to be filed by or on behalf of Borrower under applicable Legal Requirements have been filed (or effective extensions for filing have been obtained) and all taxes, assessments, fees, and other governmental charges upon or with respect to Borrower or upon any of its properties, income or franchises (including, without limitation, all state, county and municipal mortgage, mortgage recording, stamp, intangible, -84- transfer or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage) have been paid that are required to be paid when due and in any event prior to the time that the non-payment of such taxes could give rise to a lien on any asset of Borrower. Borrower believes that its tax returns (if any) filed with the applicable taxing authorities properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the IRS or other applicable tax authority upon audit. To Borrower’s knowledge, there is no material proposed tax assessment against the Property (or any portion thereof) or, to Borrower’s knowledge, any basis for such assessment which is material and has not been disclosed to Administrative Agent. The Property is separately assessed from all other adjacent land for purposes of real estate taxes, and for all purposes may be dealt with as an independent parcel. The Property is not presently benefitted by any tax abatement. Borrower is and has at all times been properly treated for U.S. federal income tax purposes as a disregarded entity. Borrower has established on its books such charges, accruals and reserves in respect of Taxes for all fiscal periods as are required by sound accounting principles consistently applied. 3.1.26 Solvency. Borrower (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. The fair saleable value of Borrower’s assets is and will, immediately following the making of the Loan, be greater than Borrower’s probable liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No petition in bankruptcy has been filed against Borrower or any Constituent Member of Borrower, and neither of Borrower nor any Constituent Member of Borrower has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. 3.1.27 Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents. 3.1.28 Organizational Chart. The organizational chart attached as Schedule IV, relating to Borrower, Guarantor and certain Affiliates and other parties, is a true, complete and correct on and as of the date hereof. No Person other than those Persons shown on Schedule IV has, directly or indirectly, any ownership interest in Borrower or Guarantor in excess -85- of twenty percent (20%) of the direct or indirect interests in Borrower or Guarantor, as applicable, or right of Control over Borrower or Guarantor. 3.1.29 Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System. 3.1.30 Investment Company Act. Borrower is not (1) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (2) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 2005, as amended; or (3) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money. 3.1.31 No Bankruptcy Filing. Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and Borrower does not have any knowledge of any Person contemplating the filing of any such petition against it. 3.1.32 Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact and Borrower has no knowledge that any such statement omits to state any material fact necessary to make the statements contained herein or therein not misleading. There is no fact or circumstance presently known to Borrower which has not been disclosed to Administrative Agent which is reasonably likely to have a Material Adverse Effect. As of the date of this Agreement, Borrower has delivered to Administrative Agent all Leases, all Contracts relating to the Property and all documentation in Borrower’s possession relating to the zoning and entitlement of the Property and has specified in writing to Administrative Agent any contract or agreement relating to the Property where a Borrower Related Party is a party thereto. 3.1.33 Foreign Person. Borrower (or, if borrower is a disregarded entity for U.S. federal income tax purposes, its regarded owner) is not a “foreign person” within the meaning of Section 1445 or 770 of the Code. 3.1.34 No Change in Facts or Circumstances; Disclosure. The information submitted by and on behalf of Borrower to Administrative Agent and all financial statements, reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof by Borrower and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are accurate, complete and correct in all material respects. To Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make the financial statements, rent rolls, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete or otherwise misleading in any material respect or that otherwise adversely affects or might materially adversely affect the use, operation or value of the Property or the renovation and leasing of the Property or the business operations or the financial condition of Borrower or the Property. -86- 3.1.35 Management Agreement. The Management Agreement is in full force and effect and (a) there is no default thereunder by Manager thereunder and (b) there is no default thereunder by Borrower thereunder. The Management Agreement was entered into on commercially reasonable arm’s-length terms. 3.1.36 Leasing Agreement. The Leasing Agreement is in full force and effect and (a) to Borrower’s knowledge, there is no default thereunder by Leasing Agent thereunder and (b) to Borrower’s knowledge, there is no default thereunder by Borrower thereunder. The Leasing Agreement was entered into on commercially reasonable arm’s-length terms. 3.1.37 Construction and Asset Management Agreement. The Construction and Asset Management Agreement is in full force and effect and (a) to Borrower’s knowledge, there is no default thereunder by Construction and Asset Manager thereunder and (b) there is no default thereunder by Borrower thereunder. The Construction and Asset Management Agreement was entered into on commercially reasonable arm’s length terms. 3.1.38 Reserved. 3.1.39 Perfection of Accounts. Borrower hereby represents and warrants to Administrative Agent and the Lenders that: (a) Other than in connection with the Loan Documents and except for Permitted Encumbrances, Borrower has not sold or otherwise conveyed the Accounts. (b) The Clearing Account, Working Capital Account and the other Accounts constitute “deposit accounts” or “securities accounts” within the meaning of the Uniform Commercial Code. 3.1.40 Material Agreements. With respect to each Material Agreement, Borrower hereby represents that (a) each Material Agreement is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein), (b) Borrower has not received any written notice of any uncured defaults under any Material Agreement by any party thereto, (c) all payments and other sums due and payable by or to Borrower under the Material Agreements have been paid in full, (d) no party to any Material Agreement has commenced any action to which Borrower is a party, and Borrower has neither given nor received any notice, for the purpose of terminating any Material Agreement, and (e) to Borrower’s knowledge, the representations made in any estoppel or similar document delivered with respect to any Material Agreement in connection with the Loan are true, complete and correct in all material respects. 3.1.41 Illegal Activity/Forfeiture. (a) To Borrower’s knowledge, no portion of the Property has been or will be purchased, improved, equipped or furnished with proceeds of any illegal activity and to the best of Borrower’s knowledge, there are no illegal activities or activities relating to controlled substances (including any regulated by the Controlled Substances Act (21 U.S.C. Sections 801 et seq.), as amended from time to time, and any successor statute) at the Property.

-87- (b) There has not been and shall never be committed by Borrower, any of its Affiliates or, to Borrower’s knowledge, any other person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under this Agreement, the Note, the Mortgage, or the other Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. (c) No Borrower Party nor any of any of their respective directors, officers, employees or Affiliates has taken any action, directly or indirectly, that violates any Anti- Corruption Laws or Anti-Money Laundering Laws. (d) No proceeds of the Loan have been used, directly or, to Borrower’s knowledge, indirectly, by Borrower or its directors, officers, employees, agents or representatives in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving, of money or anything else of value, to any Person in violation of any Anti-Corruption Laws or Anti- Money Laundering Laws. 3.1.42 Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, (a) to Borrower’s knowledge, none of the funds or other assets of Borrower or Guarantor constitute property of, or are beneficially owned, directly or, to Borrower’s knowledge, indirectly, by any person, entity or government subject to trade restrictions under U.S. law, including but not limited to, 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 or the Common Foreign and Security Policy consolidated list of persons, groups and entities subject to EU financial sanctions, as the same may be updated from time to time (such list being available on the internet at the following URL: http://ec.europa.eu/external_relations/cfsp/sanctions/list/consol-list.htm) with the result that the investment in Borrower or Guarantor (whether directly or indirectly), is prohibited by Legal Requirements or the Loan made by Lenders is in violation of Legal Requirements (“Embargoed Person”); (b) to Borrower’s knowledge, no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor with the result that the investment in Borrower or Guarantor (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements; and (c) to Borrower’s knowledge, none of the funds of Borrower or Guarantor have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor (whether directly or indirectly), is prohibited by Legal Requirements or the Loan is in violation of Legal Requirements. For purposes hereof, the phrase “to Borrower’s knowledge” as used in this Section shall mean the actual knowledge (and not implied, imputed or constructive) of Borrower with no duty of inquiry or investigation. 3.1.43 Patriot Act. (a) All capitalized words and phrases and all defined terms used in the USA Patriot Act of 2001, 107 Public Law 56 (October 26, 2001) and in other statutes and all orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to the subject matter of the Patriot Act, including Executive Order -88- 13224 effective September 24, 2001 (as may be amended from time to time, the “Patriot Act”) are incorporated into this Section. Borrower hereby represents and warrants that Borrower and, to Borrower’s knowledge, each and every Person that has an economic interest in Borrower, or, to Borrower’s knowledge, that has or will have an interest in the Property, is: (i) not a “blocked” person listed in the Annex to Executive Order Nos. 12947, 13099 and 13224 and all modifications thereto or thereof (as may be amended from time to time, the “Annex”); (ii) in full compliance with the requirements of the Patriot Act and all other requirements contained in the rules and regulations of the Office of Foreign Assets Control, Department of the Treasury (as may be amended from time to time, “OFAC”); (iii) operated under policies, procedures and practices, if any, that are in compliance with the Patriot Act and available to Administrative Agent and Lenders for their review and inspection during normal business hours and upon reasonable prior notice; (iv) not in receipt of any notice from the Secretary of State or the Attorney General of the United States or any other department, agency or office of the United States claiming a violation or possible violation of the Patriot Act; (v) not listed as a Specially Designated Terrorist or as a “blocked” person on any lists maintained by the OFAC pursuant to the Patriot Act or any other list of terrorists or terrorist organizations maintained pursuant to any of the rules and regulations of the OFAC issued pursuant to the Patriot Act or on any other list of terrorists or terrorist organizations maintained pursuant to the Patriot Act; (vi) not a Person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; and (vii) not owned or controlled by or now acting and or will in the future act for or on behalf of any person named in the Annex or any other list promulgated under the Patriot Act or any other person who has been determined to be subject to the prohibitions contained in the Patriot Act. Borrower covenants and agrees that in the event Borrower receives any notice that Borrower (or any of its beneficial owners, affiliates or participants) or any Person that has an interest in the Property become listed on the Annex or any other list promulgated under the Patriot Act or is indicted, arraigned, or custodially detained on charges involving money laundering or predicate crimes to money laundering, Borrower shall immediately notify Administrative Agent. At Administrative Agent’s option, it shall be an Event of Default hereunder if Borrower or Guarantor becomes listed on any list promulgated under the Patriot Act or is indicted, arraigned or custodially detained on charges involving money laundering or predicate crimes to money laundering. For purposes hereof, the phrase “to Borrower’s knowledge” as used in this Section shall mean the actual knowledge (and not implied, imputed or constructive) of Borrower with no duty of inquiry or investigation. (b) The Patriot Act requires all financial institutions to obtain, verify and record certain information that identifies individuals or business entities which open an “account” with such financial institution. Consequently, Administrative Agent may from time-to-time request, and Borrower shall provide to Administrative Agent, Borrower’s name, address, tax identification number and/or such other identification information as shall be necessary for Administrative Agent to comply with federal law. An “account” for this purpose may include, without limitation, a deposit account, cash management service, a transaction or asset account, a credit account, a loan or other extension of credit, and/or other financial services product. (c) Borrower shall, promptly after written request by Administrative Agent (whether for itself, on behalf of any Lender or any prospective new Lender), furnish or cause to be furnished to Administrative Agent any documentation and such other information or evidence as may be deemed to be reasonably necessary by Administrative Agent to enable Administrative -89- Agent, such Lender or such prospective Lender to carry out and be satisfied with the results of all applicable customer due diligence in connection any applicable “know your customer”, Patriot Act, Embargoed Person and Anti-Money Laundering Laws requirements. 3.1.44 Americans with Disabilities Act Compliance. Except as set forth in the PCR and Zoning Report, to the extent required by Legal Requirements, the Improvements at the Property have been designed, maintained and will continue to be maintained, in strict accordance and full compliance with all of the requirements of the ADA. Borrower shall be responsible for all ADA compliance costs. 3.1.45 Inventory. Borrower is the owner of all of the Equipment, Fixtures and Personal Property (as such terms are defined in each Mortgage) located on or at the Property and shall not lease any Equipment, Fixtures or Personal Property other than with Administrative Agent’s prior written consent or as expressly permitted hereunder. All of the Equipment, Fixtures and Personal Property are sufficient to operate the applicable Property in the manner required hereunder, in the manner in which it is currently operated. 3.1.46 [Reserved]. 3.1.47 No Other Debt. Except for prior financings which will be repaid in full on or prior to the date hereof, Borrower has not borrowed or received debt financing other than the Debt, the Building Loan and the Supplemental Building Loan, and there is no other Indebtedness to which Borrower is a party or by which Borrower or the Property or any excess cash flow or any residual interest therein is bound, whether secured or unsecured, in each case other than Permitted Indebtedness. 3.1.48 Purchase Options. Neither the Property nor any direct interest therein is subject to any purchase options, rights of first refusal, rights of first offer or other similar rights in favor of any Person except as set forth in the Joint Venture Agreement. 3.1.49 Intentionally Omitted. 3.1.50 Labor Relations. Except as set forth on Schedule 3.1.51, Borrower is not a party to any collective bargaining agreement, and there is no union or any other organization of employees of Borrower (if any) at the Property. Borrower has not received any threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization of employees of Borrower (if any). Except as set forth on Schedule 3.1.51, the Property is not subject to or bound by any collective bargaining agreement. Except as disclosed to Administrative Agent in writing, there are no material grievances, disputes, claims of unfair labor practices or controversies against Borrower regarding the Property nor, to Borrower’s knowledge, are there any threats of strikes, work stoppages or demands for collective bargaining by any union or organization of employees of Borrower (if any) regarding the Property. Borrower shall promptly notify Administrative Agent upon the occurrence or threatened occurrence of any of the matters described in the preceding sentence. -90- Section 3.2 Survival of Representations. The representations and warranties set forth in Section 3.1 are made as of the Closing Date (or as of another date specifically set forth herein) and shall be remade to the extent and at the times required under this Agreement. 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 Administrative Agent and the Lenders notwithstanding any investigation heretofore or hereafter made by Administrative Agent or any Lender or on their behalf. Section 3.3 ERISA. Each Lender represents and warrants to Borrower, as of the date of this Agreement and during the term of the Loan, that the assets loaned to Borrower will not be “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of the ERISA). IV. BORROWER COVENANTS Section 4.1 Borrower Affirmative Covenants. From and after the Closing Date until the repayment in full of the Debt, Borrower hereby covenants and agrees with Administrative Agent and the Lenders that: 4.1.1 Existence; Compliance with Legal Requirements. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises necessary for the conduct of its business, and comply with all Legal Requirements applicable to it or the Property, including, without limitation, Prescribed Laws. Borrower shall continue to comply with the Patriot Act and OFAC, including, without limitation, the provisions of Sections 3.1.41 and 3.1.42, throughout the Term of the Loan. There shall never be committed by Borrower, and Borrower shall never permit any other Person in occupancy of or involved with the operation or use of the Property to commit any act or omission affording any Governmental Authority the right of forfeiture against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property used or useful in the conduct of its business and shall keep the Property in reasonably good working order and repair, and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements thereto, in each case to the extent commercially reasonable. After prior written notice to Administrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower or the Property or any alleged violation of any Legal Requirement, provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of the Mortgage and shall not constitute a default thereunder or under the other Loan Documents and such proceeding shall be conducted in accordance with all applicable Legal Requirements; (iii) none of the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled

-91- or lost; (iv) Borrower shall promptly upon final determination thereof comply with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower or the Property; and (vi) Borrower shall furnish such security as may be reasonably required in the proceeding, or as may be reasonably requested by Administrative Agent, to insure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith. Administrative Agent, for the benefit of Lenders, may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable good faith judgment of Administrative Agent, the validity, applicability or violation of such Legal Requirement is finally established, the Property (or any material part thereof or material interest therein) may reasonably be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any reasonable danger of the Lien of the Mortgage being primed by any related Lien. 4.1.2 Property Taxes and Other Charges. (a) Borrower shall pay, or shall cause its Tenant(s) to pay (to the extent any Tenant is obligated to make such payments under its Lease), all Property Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof as the same become due and payable (and with respect to Property Taxes, prior to the date the same become delinquent); provided, however, Borrower’s obligation to directly pay Property Taxes shall be suspended for so long as Borrower complies with the terms and provisions of Section 6.2 hereof. Upon Administrative Agent’s request, Borrower shall furnish to Administrative Agent receipts for the payment or other evidence satisfactory to Administrative Agent that the Property Taxes and the Other Charges have been so paid prior to the date the same shall become delinquent; provided, however, that Borrower is not required to furnish such receipts for payment of Property Taxes so long as Borrower complies with the terms and provisions of Section 6.2 hereof. Borrower shall not permit or suffer and shall promptly discharge any lien or charge against the Property, and shall promptly pay for all utility services provided to the Property. After prior notice to Administrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (i) no Default or Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (v) such proceeding shall suspend the collection of Taxes or Other Charges from the Property or Borrower shall have paid the same (or shall cause the same to be paid) under protest; and (vi) unless Borrower is required to deposit the same with the relevant Governmental Authority, Borrower shall deposit with Administrative Agent or Borrower shall furnish such security as may be required in the proceeding, or cash, or other security as may be reasonably required by Administrative Agent, in an amount equal to one hundred ten percent (110%) of the contested amount (less any amount deposited with the relevant Governmental Authority), to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Administrative Agent may pay over any such cash or other security held by Administrative Agent to the claimant entitled thereto at any time when, in the judgment of Administrative Agent, the entitlement of such claimant is established. -92- (b) Borrower shall timely pay prior to delinquency, all Taxes (other than Property Taxes) levied or imposed upon it or its properties, income or assets, except those that are being contested in good faith by appropriate proceedings, diligently conducted and for which adequate reserves have been established on the books of Borrower in accordance with Accounting Principles. Borrower shall, throughout the duration of any obligation under any Loan Document, remain a disregarded entity. 4.1.3 Litigation. Borrower shall give prompt notice to Administrative Agent of any litigation or governmental proceedings pending or threatened in writing against the Property, Borrower, or any SPC Party. Borrower shall give prompt notice to Administrative Agent of any litigation or governmental proceedings pending or threatened in writing against Guarantor which are reasonably likely to result in a Material Adverse Effect. 4.1.4 Access to Property. Subject to Tenants’ rights under the Leases, Borrower shall permit Administrative Agent, any Construction Consultant and their respective representatives, upon twenty-four (24) hours’ prior written notice to enter upon the Property during normal business hours. Borrower shall reasonably cooperate, and use commercially reasonable efforts to cause Manager to reasonably cooperate, with Administrative Agent and Construction Consultant to enable each Person to perform its functions hereunder. Subject to the rights of Tenant’s under Leases, Administrative Agent, Construction Consultant or their agents, representatives, consultants and employees as part of any inspection may take soil, air, water, building material and other samples from the Property, and shall have the right to undertake testing of such soil, air, water, building material and other samples at Borrower’s cost and expense in the event that, in Administrative Agent’s reasonable opinion, such testing is necessary, and provided that Administrative Agent shall cause any Person performing invasive testing at the Property to maintain (or be covered by) customary and appropriate insurance in light of the testing to be undertaken by such Person; provided that Administrative Agent shall be liable for any damage to the Property caused by any Lender, Administrative Agent or the Construction Consultant’s gross negligence or willful misconduct and provided further that, unless an Event of Default is continuing and/or Administrative Agent reasonably believes that an environmental condition or a violation of environmental law exists with respect to the Property, any such testing in excess of once per calendar year shall be at Administrative Agent’s cost and expense. 4.1.5 Further Assurances. Borrower shall, at Borrower’s sole cost and expense: (a) execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts reasonably necessary, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Administrative Agent may reasonably require, provided that any of the foregoing shall not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent; (b) cure any defects in the execution and delivery by Borrower or a Borrower Related Party of the Loan Documents and execute and deliver to Administrative Agent such documents, instruments, certificates, assignments and other writings, and do such other acts as reasonably necessary or reasonably requested by Administrative Agent, to evidence, preserve -93- and/or protect the Property any other collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Administrative Agent may reasonably require including, without limitation, the execution and delivery of all such writings necessary to transfer any licenses with respect to the Property into the name of Administrative Agent or its designee after the occurrence, and during the continuance, of an Event of Default, provided that any of the foregoing shall not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent; and (c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Administrative Agent shall reasonably require from time to time provided that any of the foregoing shall not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent. 4.1.6 Financial Reporting. (a) Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis in accordance with the Accounting Principles (or such other accounting basis selected by Borrower, consistently applied and reasonably acceptable to Administrative Agent), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation of the Property. Administrative Agent shall have the right from time to time at all times during normal business hours upon reasonable notice (which may be verbal) to examine such books, records and accounts at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Administrative Agent shall request. After the occurrence and during the continuance of an Event of Default beyond the expiration of any applicable notice and cure periods, Borrower shall pay any reasonable costs and expenses incurred by Administrative Agent to examine Borrower’s accounting records with respect to the Property, as Administrative Agent shall reasonably determine to be necessary or appropriate in the protection of Administrative Agent’s interest. Upon Administrative Agent’s reasonable written request, Borrower shall furnish to Administrative Agent such other information reasonably necessary and sufficient to fairly represent the financial condition of Borrower and the Property. (b) (b) Borrower shall furnish to Administrative Agent annually, within one hundred twenty (120) days following the end of each calendar year, a complete copy of Borrower’s and Guarantor’s annual financial statements prepared in accordance with Accounting Principles including statements of income and expense and cash flow for Borrower and the Property and a balance sheet for Borrower. Guarantor’s annual financial statements (which may be consolidated with the annual financial statements of Pacific Oak Sponsor provided that separate notations for the assets of Guarantor are provided) shall be audited by a “big four” accounting firm or another certified public accountant (accompanied by an unqualified opinion from such accounting firm or independent certified public accountant) in form and content reasonably acceptable to Administrative Agent. Borrower’s and Guarantor’s annual financial statements shall be accompanied by an Officer’s Certificate executed by a duly authorized financial officer of Borrower or Guarantor, as applicable, stating that such annual financial statement presents fairly -94- the financial condition and the results of operations of (x) Borrower and the Property (y) or Guarantor, as applicable, in all material respects. (c) Borrower shall furnish the following items to Administrative Agent within forty-five (45) days after the end of each calendar quarter for quarterly requests: (i) monthly and year-to-date operating statements, noting net operating income and other information necessary and sufficient under the Accounting Principles to fairly represent the financial position and results of operation of the Property during such calendar quarter, all in form reasonably satisfactory to Administrative Agent; (ii) a balance sheet for such calendar quarter; (iii) a comparison of the budgeted income and expenses and the actual income and expenses for each month and year-to-date for the Property, and having annexed to it a general ledger; (iv) a statement that Borrower has not incurred any indebtedness other than Permitted Indebtedness; and (v) an updated Rent Roll for the Property. Each such statement shall be accompanied by an Officer’s Certificate certifying, to the best of the signer’s knowledge, (1) that such items are true, correct, accurate, and complete in all material respects and fairly present the financial condition and results of the operations of Borrower and the Property in accordance with Accounting Principles (subject to normal year-end adjustments), (2) whether there exists a Default or Event of Default, and if so, the nature thereof, the period of time it has existed and the action then being taken to remedy it, and (3) that as of the date of such Officer’s Certificate, no litigation that is material exists involving Borrower or the Property in which all or substantially all of the potential liability is not covered by insurance, or, if so, specifying such litigation and the actions being taken in relation thereto. Such financial statements shall contain such other information as shall be reasonably requested by Administrative Agent for purposes of calculations to be made by Administrative Agent pursuant to the terms hereof. (d) During any Cash Trap Period, Borrower shall, in addition to the quarterly statements referenced in subsection (c) of this Section 4.1.6, provide monthly reports to Administrative Agent, which shall include all of the items in the quarterly reports (other than items (ii) and (iv) of such subsection (c)) and, with respect to clause 4.1.6(c)(iii), but only if such analysis has otherwise been prepared by Borrower, a detailed explanation of any line item variances that exceed ten percent (10%) or more between budgeted and actual amounts for such period and year- to-date. (e) Borrower shall submit to Administrative Agent an Annual Budget no later than thirty (30) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Administrative Agent. The Annual Budget shall be subject to Administrative Agent’s approval not to be unreasonably withheld, conditioned or delayed (each such Annual Budget, an “Approved Annual Budget”) and to be subject to the Deemed Consent Mechanics. In the event that Administrative Agent objects to a proposed Annual Budget submitted by Borrower which requires the reasonable approval of Administrative Agent hereunder, Administrative Agent shall advise Borrower of such objections within ten (10) Business 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 Administrative Agent. Administrative Agent shall advise Borrower of any objections to such revised Annual Budget within five (5) Business 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 Administrative Agent reasonably approves the

-95- Annual Budget. Until such time that Administrative Agent approves a proposed Annual Budget that requires the approval of Administrative Agent hereunder, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges. (f) In the event that Borrower must incur an Operating Expense or Capital Expenditure not set forth in the Approved Annual Budget the cost of which exceeds ten percent (10%) of the total Approved Annual Budget (each an “Extraordinary Expense”), then Borrower shall promptly deliver to Administrative Agent a reasonably detailed explanation of such proposed Extraordinary Expense for Administrative Agent’s reasonable approval, subject to the Deemed Consent Mechanics. (g) Any reports, statements or other information required to be delivered under this Agreement may be delivered in electronic form and prepared using Excel®. Borrower agrees that Administrative Agent may disclose information regarding the Property and Borrower that is provided to Administrative Agent pursuant to this Section 4.1.6 in connection with any Secondary Market Transaction to such parties requesting such information in connection with such Secondary Market Transaction. (h) If Borrower fails to provide to Administrative Agent or its designee any of the financial statements, certificates, reports or information (the “Required Records”) required by this Section 4.1.6 within the applicable time periods set forth in this Section 4.1.6, Administrative Agent shall have the option, upon fifteen (15) days’ written notice to Borrower, to gain access to Borrower’s books and records and prepare or have prepared at Borrower’s reasonable expense, any Required Records not delivered by Borrower. In addition, it shall be an Event of Default if any of the following shall occur: (i) any failure of Borrower to provide to Administrative Agent any of the Required Records within the applicable time periods set forth in this Section 4.1.6, if such failure continues for fifteen (15) days after written notice thereof, (ii) in the event any Required Records shall be materially inaccurate or false, or (iii) in the event of the failure of Borrower to permit Administrative Agent or its representatives to inspect said books, records and accounts upon request of Administrative Agent as required by this Section 4.1.6. (i) Borrower shall furnish to Administrative Agent, within ten (10) Business Days after request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Administrative Agent. 4.1.7 Title to the Property. Borrower will warrant and defend (a) Borrower’s title to the Property and every part thereof, subject only to Liens expressly permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Lien of the Mortgage and the Assignment of Leases on the Property, subject only to Liens expressly permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Administrative Agent and Lenders for any losses, costs, damages or out- of-pocket expenses (including reasonable attorneys’ fees and court costs) actually incurred by Administrative Agent and/or Lenders if an interest in the Property, other than as permitted hereunder, is claimed by another Person. -96- 4.1.8 Estoppel Statement. (a) After request by Administrative Agent, Borrower shall within ten (10) Business Days furnish Administrative Agent with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the most recent Applicable Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the Debt, and (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification. Unless an Event of Default is continuing, requests made pursuant to this Section 4.1.8 in excess of twice per calendar year shall be at Administrative Agent’s cost and expense. (b) After request by Borrower, provided no Event of Default exists, Administrative Agent shall within ten (10) Business Days furnish Borrower with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the current Applicable Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) whether or not Administrative Agent has sent any notice of default under the Loan Documents which remains uncured in the opinion of Administrative Agent, and (v) that this Agreement and the other Loan Documents have not been modified or if modified, giving particulars of such modification. (c) Upon Administrative Agent’s request, Borrower shall use commercially reasonable efforts to obtain and deliver to Administrative Agent an estoppel certificate from each Tenant under any Lease; provided that such certificate may be in the form required under such Lease; provided, further, that Borrower shall not be required to request or deliver such certificates more frequently than one (1) time in any twelve (12) month period (other than in connection with an Event of Default or a Secondary Market Transaction, in which case no such limitation shall apply). 4.1.9 Leases. (a) Generally. Promptly following written request, Borrower shall furnish Administrative Agent an updated Rent Roll for the Property. Subject to Section 4.1.9(b), Borrower may not enter into, amend, modify, terminate or grant a waiver of any provision or right of Borrower under any Lease without Administrative Agent’s prior written consent, which, so long as no Event of Default has occurred and is continuing, Administrative Agent shall not unreasonably withhold. All renewals of Leases and all proposed Leases: (A) shall provide for economic terms, including rental rates and net effective rental rates, that are in accordance with the Minimum Leasing Parameters, (B) unless a subordination, non-disturbance and attornment agreement is delivered pursuant to this Section 4.1.9, shall provide that it is subordinate to the Mortgage and the Assignment of Leases and that the Tenant thereunder will attorn to Administrative Agent and any purchaser at a foreclosure sale, (C) shall be written substantially in accordance with the standard form of Lease which shall have been approved by Administrative Agent (subject to any commercially reasonable changes made in the course of negotiations with the applicable Tenant and such other changes that do not materially and adversely affect the interests of Borrower or Administrative Agent), (D) shall not be with an Affiliate of any Borrower Related Party except on market terms (which terms, notwithstanding anything in this Section 4.19(b)(i), shall require Administrative Agent’s approval) and (E) shall not contain any option to purchase, any right of first offer to purchase, any right of first refusal to purchase, any right to terminate (except if such termination right is triggered by the destruction or condemnation of substantially all of the Property) or any other terms which would materially adversely affect Administrative Agent’s or any Lender’s rights under the Loan Documents. Within ten (10) days -97- after the execution of a Lease or any renewals, amendments or modification of a Lease, Borrower shall deliver to Administrative Agent a copy thereof, together with Borrower’s certification that such Lease (or such renewal, amendment or modification) was entered into in accordance with the terms of this Agreement. (b) Approvals. (i) Administrative Agent has granted its approval of the DCAS Lease which has been executed prior to the date hereof. Borrower shall not enter into a proposed Major Lease or a proposed, renewal, extension or modification of any Major Lease affecting any of the economic terms, the length of its term or any other material provision thereof (a “Proposed Major Lease”) without the prior written consent of Administrative Agent, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld, conditioned or delayed. Prior to seeking Administrative Agent’s consent to any Proposed Major Lease or amendment or modification thereto, Borrower may, at Borrower’s option, submit a term sheet for a Proposed Major Lease or amendment or modification thereto to Administrative Agent for preliminary conditional approval, provided that Administrative Agent shall retain the right to disapprove any such Proposed Major Lease if subsequent to any preliminary conditional approval (or deemed preliminary conditional approval pursuant to the first paragraph of this Section 4.1.9(b)(i)) changes are made to the economic or material non-economic terms previously approved (or deemed approved) by Administrative Agent, or additional economic or material non-economic terms are added that had not previously been considered and approved (or deemed approved) by Administrative Agent in connection with such Proposed Major Lease. If after ten (10) Business Days from receipt of such term sheet Administrative Agent has failed to reject the term sheet and not granted its conditional approval thereto, Borrower may resubmit such term sheet in writing and, if after an additional five (5) Business Days Administrative Agent has still failed to reject the term sheet and not granted its conditional approval thereto, provided that no Event of Default is continuing, such preliminary conditional approval shall be deemed to have been granted, provided, however, that notice is submitted simultaneously with each request for preliminary conditional approval, specifically referencing this Section 4.1.9(b)(i) and notifying Administrative Agent in capital letters and using a 14 point font that failure to respond may result in deemed conditional approval. (ii) Prior to seeking Administrative Agent’s consent to any Proposed Major Lease, Borrower shall deliver to Administrative Agent a copy of the Proposed Major Lease blacklined to show changes from the standard form of Lease approved by Administrative Agent and then being used by Borrower. Administrative Agent shall approve or disapprove each Proposed Major Lease within (a) in the event a term sheet with respect to such Proposed Major Lease has been preliminarily conditionally approved (or deemed preliminarily conditionally approved) by Administrative Agent pursuant to Section 4.1.9(b)(i) and there are material deviations from the term sheet, ten (10) Business Days of the receipt by Administrative Agent of a written request for such approval, accompanied by an executed or final draft copy of the Proposed Major Lease and (b) in the event a term sheet with respect to such Proposed Major Lease has not been preliminarily conditionally approved (or deemed preliminarily conditionally approved) by -98- Administrative Agent pursuant to Section 4.1.9(b)(i), ten (10) Business Days of the receipt by Administrative Agent of a written request for such approval, accompanied by an executed or final draft copy of the Proposed Major Lease. Provided that no Event of Default is continuing, if Administrative Agent has failed to reject Borrower’s initial request for approval and not specifically granted in writing its approval thereto as aforesaid within such ten (10) Business Day period, as the case may be, and Borrower provides Administrative Agent with an additional written request for approval (which additional written request, along with the initial request for approval, shall specifically refer to this Section 4.1.9(b)(ii) and shall explicitly state in capital letters and using a 14 point font that failure by Administrative Agent to approve or disapprove within five (5) Business Days may constitute a deemed approval) and Administrative Agent fails to reject or specifically approve the request in writing delivered to Borrower within five (5) Business Days after receipt by Administrative Agent of the additional request, the Proposed Major Lease shall be deemed approved by Administrative Agent, and Borrower shall be entitled to enter into such Proposed Major Lease or proposed renewal, extension or modification of an existing Major Lease. Notwithstanding anything to the contrary contained herein, Borrower shall have the right to execute Proposed Major Leases and any amendments or modifications thereto without Administrative Agent’s prior approval if the lease (or amendment, as applicable) is consistent with the term sheet approved by Administrative Agent and the lease (or amendment, as applicable) does not contain any economic or material non- economic changes to the terms previously approved (or deemed approved) by Administrative Agent. (iii) Notwithstanding the provisions of Section 4.1.9(a) and the preceding clauses (i)-(ii) of this Section 4.1.9(b) above, provided that no Event of Default is continuing, renewals, assignments, subleases, amendments and modifications of existing or future Leases and the execution of proposed leases shall not be subject to the prior approval of Administrative Agent provided (i) the proposed lease would be a Minor Lease or the existing or future Lease as amended and modified (but specifically excluding amendments or modifications to Major Leases which would result in such Lease becoming a Minor Lease) or the renewal Lease is a Minor Lease, and (ii) the proposed lease shall meet the requirements of clauses (A) through (E), inclusive of Section 4.1.9(a). For the avoidance of doubt, any Minor Lease that does not satisfy each of the requirements set forth in this Section 4.1.9(b)(iii) shall be subject to Administrative Agent’s approval, which consent shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default is then continuing, and the deemed approval mechanism set forth in clauses (i)-(ii) of this Section 4.1.9(b) above shall apply in connection with the approval of any such Minor Lease. (iv) Borrower shall not permit or consent to any assignment or sublease of any Major Lease without Administrative Agent’s prior written approval (other than assignments or subleases expressly permitted under any Major Lease pursuant to a unilateral right of the Tenant thereunder not requiring the consent of Borrower), which Administrative Agent shall not unreasonably withhold, delay or condition. (v) Upon request by Borrower, Administrative Agent will, at Borrower’s sole cost and expense, execute and deliver its standard form of subordination,

-99- non-disturbance and attornment agreement to Tenants under Leases, with such commercially reasonable changes as may be requested by such Tenant and Borrower and which are reasonably acceptable to Administrative Agent. In addition, upon request by Administrative Agent, at Borrower’s expense, Borrower shall use commercially reasonable efforts to obtain from Tenants subordination, non-disturbance and attornment agreements on Administrative Agent’s standard form. (c) Covenants. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce the terms, covenants and conditions contained in the Leases upon the part of the Tenants thereunder to be observed or performed in a commercially reasonable manner, provided, however, Borrower shall not terminate or accept a surrender of a Lease without Administrative Agent’s prior approval (except following a default by a Tenant under a Lease that is not a Major Lease and termination of such non-Major Lease will not result in a Cash Trap Period, in which case no approval shall be required so long as Borrower provides Administrative Agent with written notice of such termination); (iii) shall not collect any of the Rents more than one (1) month in advance (other than security deposits); (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change any Major Lease so as to decrease the amount of or change the payment date for rent, change the expiration date, grant any option for additional space or term, materially reduce the obligations of the Tenant or increase the obligations of the lessor. Borrower shall promptly send copies to Administrative Agent of all written notices of material default which Borrower shall send or receive under the Leases. (d) Security Deposits. All security deposits of Tenants, whether held in cash or any other form, shall be held in compliance with all Legal Requirements and shall not be commingled with any other funds of Borrower. During the continuance of an Event of Default, Borrower shall, upon Administrative Agent’s request, if permitted by applicable Legal Requirements, cause all such security deposits (and any interest theretofore earned thereon) to be transferred into the Deposit Account (which shall then be held by Deposit Bank in a separate Account), subject to the terms of the Leases and the Loan Documents. Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements (i) shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein above described, (ii) shall be issued by an Eligible Institution reasonably satisfactory to Administrative Agent, (iii) shall, if permitted pursuant to any Legal Requirements, name Administrative Agent, for the benefit of the Lenders, as payee or mortgagee thereunder (or at Administrative Agent’s option, be fully assignable to Administrative Agent), and (iv) shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Administrative Agent. Borrower shall, promptly following written request, provide Administrative Agent with evidence reasonably satisfactory to Administrative Agent of Borrower’s compliance with the foregoing. (e) Proceeding. Borrower shall appear in and defend any action or proceeding arising under, occurring out of, or in any manner connected with, the Leases or the obligations, duties, or liabilities of Borrower, any Tenant or any Lease guarantor. Borrower shall pay all reasonable, out of pocket costs and expenses of Administrative Agent, including -100- reasonable, out of pocket attorneys’ fees, in any action or proceeding in which Administrative Agent may appear. 4.1.10 Alterations. Administrative Agent’s prior approval, which approval may be granted or withheld in Administrative Agent’s sole discretion, shall be required in connection with any alterations to any Improvements (a) that are reasonably likely to have a Material Adverse Effect or (b) are structural in nature. Administrative Agent’s prior approval shall also be required (such approval not to be unreasonably withheld, delayed or conditioned) in connection with any other alterations to any Improvements (that is, alterations which would not be covered by subsection (a) or (b) of this Section 4.1.10), the cost of which is reasonably anticipated to exceed the Alteration Threshold. Notwithstanding the foregoing, Administrative Agent’s prior approval shall not be required for (i) Capital Expenditures the cost of which is being funded by Lenders pursuant Article 2 hereof, (ii) Tenant Improvements under the DCAS Lease or Other Tenant Improvements pursuant to the terms of any other Lease (to the extent approved by Lender pursuant to the terms hereunder if required hereunder), (iii) any Restoration in accordance with the terms of the Loan Documents, (iv) any alterations that are in accordance with the Approved Annual Budget (including the variances with respect thereto permitted by this Agreement pursuant to Section 4.1.6(f)), and (v) Tenant Improvements being undertaken by the DCAS Tenant under the DCAS Lease and Other Tenant Improvements being undertaken by other Tenants under any other Lease. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Administrative Agent as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) a Letter of Credit, or (iii) a completion bond or guaranty reasonably acceptable to Administrative Agent from a guarantor reasonably acceptable to Administrative Agent. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold. Upon completion of any alteration permitted hereunder, the security deposit described in the immediately preceding sentence promptly shall be released to Borrower and the Property shall continue to comply with all requirements relating to parking pursuant to all Legal Requirement and any other agreements to which the Property is subject. 4.1.11 Interest Rate Cap. (a) On the date hereof, Borrower has delivered an Interest Rate Protection Agreement to Administrative Agent, which has been approved by Administrative Agent (the “Closing Date Interest Rate Protection Agreement”). At all times while the Closing Date Interest Rate Protection Agreement remains in effect, the notional amount required hereunder shall be as set forth in such Closing Date Interest Protection Agreement, except, if at any time the then- notional amount provided in the Closing Date Interest Protection Agreement is less than the sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance, Administrative Agent, shall have the right, at any time, to require that Borrower deliver a supplemental Interest Rate Protection Agreement such that such supplemental Interest Rate Protection Agreement, together with the Closing Date Interest Protection Agreement, have an aggregate amount equal to at least the sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance. Following the expiration of the Closing Date -101- Interest Protection Agreement, at all times during the term of the Loan (including during any extension period), Borrower shall maintain in effect an Interest Rate Protection Agreement with a notional amount equal to at least the sum of (x) the Outstanding Principal Balance plus (y) the Building Loan Outstanding Principal Balance and with a Counterparty reasonably acceptable to Administrative Agent having a Minimum Counterparty Rating. The Interest Rate Protection Agreement shall have a strike price equal to or less than the Capped Benchmark Rate. (b) Prior to or on the Closing Date, Borrower shall have obtained the Interest Rate Protection Agreement with a term until the Initial Maturity Date. Borrower shall, as a condition to Borrower exercising its right to extend the term of the Loan for each Extension Period, purchase a new Interest Rate Protection Agreement having a term ending not earlier than the First Extension Maturity Date or the Second Extension Maturity Date, as applicable, and having a strike price equal to the Capped Benchmark Rate. In the event of any withdrawal of the rating of such Counterparty by any Rating Agency or downgrade of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall notify Administrative Agent of such downgrade and shall replace the Interest Rate Protection Agreement not later than ten (10) Business Days following such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Administrative Agent (and meeting the requirements set forth in this Section 4.1.11) from a Counterparty having a Minimum Counterparty Rating; provided, however, that if any Rating Agency withdraws or downgrades the credit rating of the Counterparty below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within ten (10) Business Days following such downgrade or withdrawal, (y) such Counterparty or an Affiliate thereof posts additional collateral acceptable to Administrative Agent from time to time securing its obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such additional collateral or (z) an Affiliate of such Counterparty with a Minimum Counterparty Rating delivers a guaranty acceptable to Administrative Agent guaranteeing such Counterparty’s obligations under the Interest Rate Protection Agreement and shall enter into an ISDA Credit Support Annex (CSA) governed by the law of the State of New York with respect to such guaranty. Any new or replacement Interest Rate Protection Agreement required to be delivered by Borrower to Administrative Agent hereunder shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof and Borrower shall provide Administrative Agent with an Assignment of Protection Agreement with respect thereto in the form of the Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Administrative Agent. At the time Borrower enters into any Interest Rate Protection Agreement, the Counterparty and Borrower shall each be an “Eligible Contract Participant”, as such term is defined under the Commodity Exchange Act, and shall otherwise satisfy all requirements under the Dodd Frank Wall Street Reform and Consumer Protection Act in connection with entering into the Interest Rate Protection Agreement. (c) Borrower shall not (i) without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), materially modify, amend or supplement the terms of the Interest Rate Protection Agreement, (ii) without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), except in accordance with the terms of the Interest Rate Protection Agreement, cause the termination of the Interest Rate Protection Agreement prior to its stated -102- maturity date, (iii) without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), except as aforesaid, waive or release any material obligation of the Counterparty (or any successor or substitute party to the Interest Rate Protection Agreement) under the Interest Rate Protection Agreement, (iv) without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), consent or agree to any act or omission to act on the part of the Counterparty (or any successor or substitute party to the Interest Rate Protection Agreement) which, without such consent or agreement, would constitute a default under the Interest Rate Protection Agreement, (v) fail to exercise promptly and diligently each and every material right which it may have under the Interest Rate Protection Agreement to the extent commercially reasonable, (vi) take or intentionally omit to take any action or intentionally suffer or permit any action to be omitted or taken, the taking or omission of which would result in any right of offset against sums payable under the Interest Rate Protection Agreement or any defense by the Counterparty (or any successor or substitute party to the Interest Rate Protection Agreement) to payment, or (vii) fail to give prompt notice to Administrative Agent of any written notice of default given by or to Borrower under or with respect to the Interest Rate Protection Agreement, together with a complete copy of such notice. (d) In connection with the Interest Rate Protection Agreement delivered on the Closing Date, Borrower shall obtain and deliver to Administrative Agent an opinion of counsel from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty upon which Administrative Agent and their successors and assigns may rely, under New York law and, if the Counterparty is a non-U.S. entity, the applicable foreign law, which shall provide in relevant part, that: (i) the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Protection Agreement; (ii) the execution and delivery of the Interest Rate Protection Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property; (iii) all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Protection Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and (iv) the Interest Rate Protection Agreement has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (e) Notwithstanding anything to the contrary contained in this Section 4.1.11 or elsewhere in this Agreement, if, at any time, Administrative Agent converts the Loan to an Alternate Rate Loan, then:

-103- (i) within thirty (30) days after such conversion, Borrower shall, unless the prevailing interest rate derivatives markets have not yet converted to or provided a substantiated market in order to reasonably, and in good faith, replace the then-existing Interest Rate Protection Agreement with any interest rate protection agreement at the Alternate Rate, either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Protection Agreement (and in connection therewith, but not prior to Borrower taking all the actions described in this clause (i), Borrower shall have the right to terminate any then-existing Interest Rate Protection Agreement) or (B) cause the then-existing Interest Rate Protection Agreement to be modified such that such then-existing Interest Rate Protection Agreement satisfies the requirements of a Substitute Interest Rate Protection Agreement as set forth below in the definition thereof provided that any refund or other proceeds received in connection with or as a result of a conversion shall be released to Borrower to be used to purchase the Substitute Interest Rate Protection Agreement; (ii) following such conversion in lieu of satisfying the condition described in Section 4.1.11(b) with respect to any outstanding Extension Period, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute Interest Rate Protection Agreement on or prior to the first day of such Extension Period; and (iii) from and after the date of any such conversion, all references to “Interest Rate Protection Agreement” shall be deemed to refer or relate, as applicable, to a Substitute Interest Rate Protection Agreement. 4.1.12 Material Agreements. Borrower shall (a) promptly perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by it under each Material Agreement to which it is a party in accordance therewith, and take all commercially reasonable efforts to preserve and to keep unimpaired its rights thereunder, (b) promptly notify Administrative Agent in writing of the giving of any written notice of any material default by any party under any Material Agreement of which it is aware, (c) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement to which it is a party in a commercially reasonable manner, and (d) not amend, modify, or terminate a Material Agreement in any material respect or enter into a new Material Agreement, in each case without the consent of Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed. 4.1.13 Reserved. 4.1.14 Costs of Enforcement/Remedying Defaults. In the event (a) that the Mortgage is foreclosed in whole or in part or the Note or any other Loan Document is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any Lien or mortgage prior to or subsequent to the Mortgage, (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or Guarantor or an assignment by Borrower or Guarantor for the benefit of its creditors, or (d) Administrative Agent shall remedy or attempt to remedy any Event of Default hereunder, Borrower shall be chargeable with and agrees to pay all -104- reasonable, out of pocket costs incurred by Administrative Agent as a result thereof, including costs of collection and defense (including reasonable, out of pocket attorneys’, experts’, consultants’ and witnesses’ fees and disbursements) in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable on demand, together with interest thereon from the date incurred by Administrative Agent at the Default Rate, and, in either case, together with all required service or use taxes. 4.1.15 Business and Operations. Borrower will continue to engage in the businesses currently conducted by it, including as and to the extent the same are necessary for the ownership, operation, maintenance, repair, improvement, development, sale, management and leasing of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership and leasing of the Property. Borrower shall at all times cause the Property to be maintained as office, ground floor retail and other appurtenant uses. 4.1.16 [Reserved]. 4.1.17 Maintenance of Property. Borrower shall cause the Property to be maintained in good and safe working order and repair, reasonable wear and tear, Condemnation and Casualty excepted, and in keeping with the condition and repair of properties of a similar use, value, age, nature and construction. Borrower shall not use, maintain or operate the Property in any manner that constitutes a public or private nuisance or that makes void, voidable, or cancelable, or increases the premium of, any insurance then in force with respect thereto. Borrower shall from time to time make, or cause to be made, all reasonably necessary repairs, renewals, replacements, betterments and improvements to the Property. Borrower shall not make any change in the use of the Property that would materially increase the risk of fire or other hazard arising out of the operation of the Property, or do or knowingly permit to be done thereon anything that may in any way impair the value of the Property in any material respect or the Lien of the Mortgage. Borrower shall not, without the prior written consent of Administrative Agent, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of the Property, regardless of the depth thereof or the method of mining or extraction thereof. 4.1.18 Management Agreement; Leasing Agreement; Construction and Asset Management Agreement. (a) Management Agreement. (i) Borrower shall use commercially reasonable efforts to cause Manager to manage and lease the Property in accordance with the Management Agreement. Borrower shall (A) diligently perform and observe, in each case in all material respects, all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (B) promptly notify Administrative Agent of any written notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed beyond any applicable grace, notice and cure periods, (C) promptly following receipt of Administrative Agent’s written -105- request, promptly deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it pursuant to the terms of the Management Agreement, and (D) promptly enforce the performance and observance in all material respects of all of the covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed beyond any applicable grace, notice or cure periods, then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Management Agreement, as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed. Borrower hereby agrees to pay to Administrative Agent promptly following written demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the day on which Borrower receives such demand until paid. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (ii) Borrower may, without Administrative Agent’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement. (iii) Borrower shall not replace Manager, surrender, terminate, cancel, modify, renew or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, or waive or release any of its rights and remedies under the Management Agreement, in each case without the express consent of Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed; provided that Administrative Agent’s consent shall not be required for the termination of a Management Agreement if Borrower has previously executed another Qualified Replacement Management Agreement for the Property. In the event that the Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Administrative Agent’s consent to any termination or modification of the Management Agreement to the extent required in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable. (iv) Administrative Agent shall have the right to require Borrower to replace the Manager with a Person which is not an Affiliate of Borrower and approved by Administrative Agent (such approval, other than during the continuance of an Event of Default, not to be unreasonably withheld, conditioned or delayed) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and during the continuance of an Event of Default, (ii) upon a change in Control of the Manager (if the Manager is an Affiliate of Sponsor), (iii) if Manager becomes a debtor in a -106- bankruptcy proceeding or (iv) upon the occurrence of a material event of default under the Management Agreement. (b) Leasing Agreement. (i) Borrower shall use commercially reasonable efforts to cause Leasing Agent to lease and market the Property in accordance with the Leasing Agreement. Borrower shall (A) diligently perform and observe, in each case in all material respects, all of the terms, covenants and conditions of the Leasing Agreement on the part of Borrower to be performed and observed, (B) promptly notify Administrative Agent of any notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Leasing Agreement on the part of Borrower to be performed and observed, (C) promptly following receipt of Administrative Agent’s written request, deliver to Administrative Agent a copy of each financial statement, business plan, leasing plan, capital expenditures plan, report and estimate received by it pursuant to the terms of the Leasing Agreement, and, in accordance with this Agreement or otherwise promptly following written request by Administrative Agent, shall cause Leasing Agent to provide Administrative Agent with reports in regard to the leasing efforts at the Property, and (D) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Listing Agent under the Leasing Agreement. If Borrower shall default in the performance or observance of any term, covenant or condition of the Leasing Agreement on the part of Borrower to be performed or observed beyond applicable grace, notice and cure periods, then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Leasing Agreement, as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the terms, covenants and conditions of the Leasing Agreement on the part of Borrower to be performed or observed. Borrower hereby agrees to pay to Administrative Agent promptly following written demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the day on which Borrower receives such demand until paid. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (ii) Borrower may, without Administrative Agent’s consent, replace the Leasing Agent so long as the replacement leasing agent is a Qualified Leasing Agent pursuant to a Replacement Leasing Agreement. (iii) Borrower shall not replace Leasing Agent, surrender, terminate, cancel, modify, renew or extend the Leasing Agreement, or enter into any other agreement relating to leasing operations at the Property with Leasing Agent or any other Person, or consent to the assignment by the Leasing Agent of its interest under the Leasing Agreement, or waive or release any of its rights and remedies under the Leasing Agreement, in each case without the express consent of Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed; provided that Administrative Agent’s consent shall not be required for the termination of a Leasing Agreement if

-107- Borrower has previously or thereafter promptly executes another Qualified Leasing Agreement for the Property. In the event that the Leasing Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Administrative Agent’s consent to any termination or modification of the Leasing Agreement to the extent required in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Leasing Agreement with Manager or another Qualified Leasing Agent, as applicable. (iv) Administrative Agent shall have the right to require Borrower to replace the Leasing Agent with a Person which is not an Affiliate of Borrower and approved by Administrative Agent (such approval, other than during the continuance of an Event of Default, not to be unreasonably withheld, conditioned or delayed) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and during the continuance of an Event of Default, or (ii) if Leasing Agent becomes a debtor in a bankruptcy proceeding. (c) Construction and Asset Management Agreement. (i) Borrower shall cause Construction and Asset Manager to manage Capital Expenditures Work and Tenant Improvement Work in accordance with the Construction and Asset Management Agreement and this Agreement. Borrower shall (A) diligently perform and observe, in each case in all material respects, all of the terms, covenants and conditions of the Construction and Asset Management Agreement on the part of Borrower to be performed and observed, (B) promptly notify Administrative Agent of any notice to Borrower of any material default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Construction and Asset Management Agreement on the part of Borrower to be performed and observed, (C) promptly following receipt of Administrative Agent’s written request, deliver to Administrative Agent a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it pursuant to the terms of the Construction and Asset Management Agreement, (D) promptly enforce the performance and observance in all material respects of all of the covenants required to be performed and observed by Construction and Asset Manager under the Construction and Asset Management Agreement and (E) in the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Construction and Asset Management Agreement with respect to the performance of Capital Expenditures Work and Tenant Improvement Work, the terms of this Agreement shall control and Borrower shall cause Construction and Asset Manager to comply in all material respects with the terms and conditions of this Agreement. If Borrower or Construction and Asset Manager shall default in the performance or observance of any term, covenant or condition of the Construction and Asset Management Agreement on the part of Borrower to be performed or observed (beyond the expiration of any applicable grace, notice and cure periods), then, without limiting Administrative Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its Obligations hereunder or under the Construction and Asset Management Agreement, as applicable, Administrative Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the terms, covenants -108- and conditions of the Construction and Asset Management Agreement on the part of Borrower to be performed or observed. Borrower hereby agrees to pay to Administrative Agent promptly following demand, all such sums so paid and expended by Administrative Agent in connection therewith, together with interest thereon at the Default Rate from the day on which Borrower receives such demand until paid. All sums so paid and expended by Administrative Agent and the interest thereon shall be secured by the legal operation and effect of the Mortgage. (ii) Borrower shall not replace Construction and Asset Manager, surrender, terminate, cancel, modify, renew or extend the Construction and Asset Management Agreement, or enter into any other agreement relating to the Construction and Asset Management Agreement or operation of the Property with Construction and Asset Manager or any other Person, or consent to the assignment by the Construction and Asset Manager of its interest under the Construction and Asset Management Agreement, or waive or release any of its rights and remedies under the Construction and Asset Management Agreement, in each case without the express consent of Administrative Agent, which shall be granted or withheld in Administrative Agent’s sole and absolute discretion. (iii) Administrative Agent shall have the right to require Borrower to replace the Construction and Asset Manager with a Person which is not an Affiliate of Borrower and approved by Administrative Agent (such approval, other than during the continuance of an Event of Default, not to be unreasonably withheld, conditioned or delayed) upon the occurrence of any one or more of the following events: (i) at any time following the occurrence and during the continuance of an Event of Default, or (ii) if Construction and Asset Manager becomes a debtor in a bankruptcy proceeding. (iv) Reserved. 4.1.19 O&M Plan. Administrative Agent acknowledges that pursuant to the environmental site assessment prepared for the Property that that certain Asbestos Operations & Maintenance Program dated March 22, 2019 with respect to the Property is required and shall be prepared with in accordance with a plan acceptable to Administrative Agent (as the same may be amended, supplemented or replaced, the “O&M Program”), which O&M Plan is deemed approved by Administrative Agent by its signature hereto. Borrower covenants and agrees to implement and follow the terms and conditions of the O&M Program during the term of the Loan, including any extension or renewal thereof. Administrative Agent’s requirement that Borrower comply with the O&M Program shall not be deemed to constitute a waiver or modification of any of Borrower’s covenants and agreements with respect to environmental laws, hazardous substances, lead-based paint and asbestos. 4.1.20 Costs. Borrower shall pay when due all costs and expenses required under this Agreement. 4.1.21 Notice of Default. Borrower shall promptly advise Administrative Agent of the occurrence of any monetary Default, material non-monetary Default or Event of Default of which Borrower has actual knowledge. -109- 4.1.22 Cooperate in Legal Proceedings. Borrower shall cooperate fully with Administrative Agent with respect to any proceedings before any court, board or other Governmental Authority or tribunal (including any arbitration or mediation) which is reasonably likely to in any way affect the rights of Administrative Agent hereunder or any rights obtained by Administrative Agent under any of the other Loan Documents and, in connection therewith, permit Administrative Agent, at its election and expense, to participate in any such proceedings. 4.1.23 Appraisals. Administrative Agent shall have the right to obtain a new or updated Appraisal at Borrower’s sole cost and expense one (1) time in each two (2) year period during the term of the Loan, provided, however, if an Event of Default is continuing, Administrative Agent shall have the right to obtain a new or updated Appraisal at Borrower’s sole cost and expense and provided, further, regardless of the obligation for payment of such new or updated Appraisal as set forth above, such limitation shall not limit Administrative Agent’s right to obtain a new or updated Appraisal. 4.1.24 Award and Insurance Benefits. Borrower shall reasonably cooperate with Administrative Agent in obtaining the benefits of any Net Proceeds lawfully or equitably payable in connection with the Property, and Administrative Agent shall be reimbursed for any reasonable, out-of-pocket expenses incurred in connection therewith (including reasonable, out of pocket attorneys’ fees and disbursements) out of such Net Proceeds. No insufficiency of Net Proceeds shall limit Borrower’s reimbursement obligation hereunder. 4.1.25 Principal Place of Business, State of Organization. Except as otherwise expressly permitted in this Agreement, Borrower will not cause or permit any change to be made in its name, identity or corporate or partnership structure. Borrower shall cause its principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the entire period of the existence of Borrower and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement, unless Borrower provides Administrative Agent with twenty (20) days prior written notice of any change of the foregoing and adequate information as to the new location of Borrower’s principal place of business, chief executive office and location of its books and records. Borrower shall promptly notify Administrative Agent of any change in its organizational identification number. 4.1.26 Business and Operations. Borrower will continue to engage in the ownership, maintenance, construction, development, renovation, leasing, management and operation of the Property and the personal property related thereto, or make any change in the scope or nature of its business objectives, purposes or operations, or undertake or participate in activities other than the continuance of its present business. Borrower will qualify to do business and will remain in good standing under the laws of the jurisdiction as and to the extent the same are required for the ownership, maintenance, renovation, leasing, management and operation of the Property. Borrower shall at all times during the Term of the Loan, continue to own all of the Equipment, Fixtures and Personal Property which are necessary to operate the Property in the manner required hereunder and in the manner in which it is currently operated. -110- 4.1.27 Performance by Borrower. Borrower shall (i) at all times comply in all material respects with all Easements, covenants, restrictions, declarations or other agreements of record to which Borrower is a party or to which Borrower or the Property is bound, and (ii) without the prior written consent of Administrative Agent (not to be unreasonably withheld, conditioned or delayed), will not terminate, or amend or modify in any material respect, any of the foregoing. 4.1.28 Licenses. Borrower shall keep and maintain all certifications, permits, licenses and approvals (including, without limitation, certificates of completion and occupancy permits required of Borrower) then-required for the legal use, occupancy and operation of the Property for its then-current use, and shall not transfer any of the foregoing (except in connection with a Permitted Transfer or a Transfer otherwise permitted pursuant to the terms of this Agreement). 4.1.29 Business Maintenance. Borrower shall maintain operational requirements for the Property such that the Property is maintained in accordance with the standards consistent with commercially reasonable customs and practices in the area where the Property is located (subject to normal wear and tear), and with the commercially reasonable customs and practice found in the development and management of office properties similar to the Property. 4.1.30 Easements and Restrictions; Zoning. Borrower shall submit to Administrative Agent for Administrative Agent’s reasonable approval prior to the execution thereof by Borrower all proposed Easements, restrictions, covenants, permits, licenses, and other instruments (other than Permitted Encumbrances) which would affect the title to the Property or use of the Property for its intended purposes, accompanied by a Survey for any Easements showing the exact proposed location thereof and such other information as Administrative Agent shall require. Borrower shall not subject the Property or any part thereof to any Easement, restriction or covenant (including any restriction or exclusive use provision in any Lease or other occupancy agreement) which is not a Permitted Encumbrance without the prior approval of Administrative Agent, such approval not to be unreasonably withheld, delayed or conditioned. With respect to any and all existing Easements, restrictions, covenants or operating agreements which benefit or burden the Property as of the Closing Date, any Easement, restriction or covenant to which the Property may hereafter be subjected in accordance with the provisions hereof and any zoning or land use classification of the Property approved by Administrative Agent, Borrower shall: (a) observe and perform the obligations imposed upon Borrower or the Property; (b) not alter, modify or change the same without the prior written approval of Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed in the case of any non-material alteration, modification or change thereto; (c) enforce its rights thereunder in a commercially reasonable manner so as to preserve for the benefit of the Property the material benefits of the same; and (d) deliver to Administrative Agent a copy of any written notice of default or other material written notice or correspondence received or delivered by Borrower in respect of the same promptly after Borrower’s receipt or within a reasonable period of time before Borrower’s delivery of such notice or correspondence. 4.1.31 Laborers, Subcontractors and Materialmen. Borrower shall notify Administrative Agent promptly, and in writing, if Borrower receives any written default notice, notice of lien or demand for past due payment, from any contractor, laborer, subcontractor or materialmen. Borrower will also furnish to Administrative Agent at any time and from time to

-111- time upon reasonable demand by Administrative Agent, lien waivers in form reasonably satisfactory to Administrative Agent bearing a then current date from the applicable contractor(s). 4.1.32 Ownership of Personalty. Borrower shall furnish to Administrative Agent, if Administrative Agent so requests, copies of the fully executed contracts, bills of sale, receipted vouchers and agreements, or any of them in Borrower’s possession and under which Borrower claims title to the materials, articles, fixtures and other personal property used or to be used in the construction or operation of the Improvements. 4.1.33 Purchase of Material Under Conditional Sale Contract. Borrower shall not permit any materials, equipment, fixtures or any other part of the Improvements to be purchased or installed under any security agreement or other arrangements wherein the seller reserves or purports to reserve the right to remove or to repossess any such items or to consider them personal property after their incorporation in the Property, unless previously authorized by Administrative Agent in writing. 4.1.34 After Acquired Property. Borrower hereby grants to Administrative Agent a first Lien security interest in and to all equipment and other personal property owned, leased or licensed by Borrower, whether or not used in the maintenance and/or operation of the Improvements, immediately upon acquisition of same or any part of same following the date hereof. 4.1.35 Special Purpose Bankruptcy Remote Entity. Borrower and each SPC Party shall at all times continue to be a Special Purpose Bankruptcy Remote Entity, in accordance with the terms of this Agreement. Borrower will not own or use any assets other than its interests in the Property and personal property incidental to the business of owning, constructing, operating and selling the Property and activities incidental thereto; without limiting the foregoing, the Property shall be operated as a single property or project, generating substantially all of Borrower’s gross income, it being Borrower’s intent that the Property shall at all times and from time to time constitute “single asset real estate” for purposes of Section 362(d)(3) of the Bankruptcy Code. 4.1.36 Certificate of Occupancy. Borrower shall (a) maintain and keep in full force and effect (i) the permanent certificate of occupancy for the Improvements, or (ii) the temporary certificate of occupancy for the Improvements until receipt of the permanent certificate of occupancy, and (b) replace or renew any temporary certificate of occupancy for the Improvements that expires or otherwise terminates. 4.1.37 Minimum Equity . Prior to any Future Advances from or after the date hereof, Borrower shall invest no less than $105,000,000.00 (the “Minimum Equity Requirement”) for TI/LC Costs, Other TI/LC Costs, Capital Expenditures and other Interest/Carry Shortfalls (exclusive of any distributions from distributable cash flow from the Property); provided, however, that in the event Borrower maintains any reserves for TI/LC Costs, Other TI/LC Costs, Capital Expenditures and/or other Interest/Carry Shortfalls Borrower may apply such reserve amounts to any such costs prior to investing the Minimum Equity Requirement. Borrower shall pay for all TI/LC Costs, Other TI/LC Costs, Capital Expenditures and other Interest/Carry Shortfalls prior to delinquency using funds constituting the Minimum Equity Requirement until the Minimum Equity Requirement has been fully contributed by Borrower. -112- Section 4.2 Borrower Negative Covenants. From and after the Closing Date until the repayment of the Debt in full, Borrower hereby covenants and agrees with Administrative Agent and Lenders that: 4.2.1 Due on Sale and Encumbrance; Transfers of Interests. (a) Except as provided in Article VIII hereof, without the prior written consent of Administrative Agent (which consent may be granted or withheld in Administrative Agent’s sole and absolute discretion), neither Borrower nor any other Person having a direct or indirect ownership or beneficial interest in Borrower shall sell, convey, mortgage, grant, bargain, encumber, pledge, assign or transfer any interest, direct or indirect, in a Restricted Party, the Property or any part thereof, whether voluntarily or involuntarily (each, a “Transfer”), in violation of the covenants and conditions set forth in the Mortgage and this Agreement (collectively, “Prohibited Transfer”). (b) A Prohibited Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents other than in accordance with the Loan Documents; (iii) if a Restricted Party is a corporation, any merger, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock in one or a series of transactions; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general or limited partner or any profits or proceeds relating to such partnership interests or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of any member or any profits or proceeds relating to such membership interest; (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interests; (vii) the removal or the replacement of Manager other than in accordance with the Loan Documents; and (viii) any action for partition of the Property (or any portion thereof or interest therein) or any similar action instituted or prosecuted by Borrower or by any other person or entity, pursuant to any contractual agreement or other instrument or under applicable law (including, without limitation, common law). 4.2.2 Liens. Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of the Property or permit any such action to be taken, except for Permitted Encumbrances; provided, however, after prior notice to Administrative Agent, Borrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any mechanic’s or materialmen’s liens or tax liens (collectively, “Work Charge”); provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under, and be conducted in accordance with, the provisions of any other instrument to -113- which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any claim resulting in such Work Charge, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of any claims resulting in such contested Work Charge or Borrower shall have paid the same (or shall have caused the same to be paid) under protest; and (f) Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent, to insure the payment of any claim resulting in such contested Work Charge, together with all interest and penalties thereon. 4.2.3 Dissolution. Borrower shall not (i) to the fullest extent permitted by law, engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (ii) engage in any business activity not related to the ownership, management, leasing, selling, financing, maintaining, repairing, restoring, improving and operation of the Property, (iii) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets of Borrower except to the extent expressly permitted by the Loan Documents, or (iv) cause, permit or suffer any SPC Party to (A) to the fullest extent permitted by law, dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such SPC Party would be dissolved, wound up or liquidated in whole or in part, or (B) amend, modify, waive or terminate the certificate of incorporation or bylaws of such SPC Party, in each case without obtaining the prior consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed. 4.2.4 Change in Business. Borrower shall not enter into any line of business other than the ownership, operation, management, leasing, selling, financing, maintaining, repairing, restoring and improving of the Property and personal property related thereto. 4.2.5 Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any material claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business. 4.2.6 Indebtedness. Borrower shall not directly or indirectly create, incur or assume any indebtedness other than (i) the Debt, (ii) the Building Loan and (iii) reserved, (iv) unsecured trade payables incurred in the ordinary course of business relating to the ownership and operation of the Property, which in the case of such unsecured trade payables (A) are not evidenced by a note, (B) do not evidence underlying obligations that exceed, at any time, a maximum aggregate amount of one percent (1%) of the Aggregate Outstanding Principal Balance and (C) are paid within sixty (60) days of the date incurred, and (v) equipment leases entered into on market terms and in the ordinary course of business (“Approved Equipment Financing”) (collectively, “Permitted Indebtedness”). Notwithstanding anything herein to the contrary, Pacific Oak SOR (BVI) Holdings, Ltd., Pacific Oak Strategic Opportunity Limited Partnership, Pacific Oak Sponsor, and any of the other parties owning interests in Pacific Oak SOR (BVI) Holdings, Ltd., Pacific Oak Strategic Opportunity Limited Partnership and Pacific Oak Sponsor shall be permitted to obtain loans from, or incur indebtedness from any third party lender (each a “Corporate Loan”) -114- and pledge of their respective interests (direct or indirect) in Pacific Oak SOR (BVI) Holdings, Ltd., Pacific Oak Strategic Opportunity Limited Partnership and Guarantor, as security for any such Corporate Loan so long as (i) the ownership interests in Borrower, JV Entity, Pacific Oak JV Partner and Pacific Oak SOR Acquisition XXV, LLC are not pledged to secure such Corporate Loan and (ii) such Corporate Loan is not specifically tied to the cash flow of the Property (as contrasted with, for example, the cash flow from a group of properties). 4.2.7 Zoning. Borrower shall not initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the Property in any manner that is reasonably likely to result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed. 4.2.8 No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of the Property (i) with any other real property constituting a tax lot separate from the Property, and (ii) with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Property. 4.2.9 Principal Place of Business. Borrower shall not (i) change its principal place of business or name from the address and name set forth in the introductory paragraph hereof without, in each instance, (A) first giving Administrative Agent twenty (20) days’ prior notice and (B) taking all action reasonably required by Administrative Agent for the purpose of perfecting or protecting the Lien and security interest of Administrative Agent created pursuant to this Agreement and the other Loan Documents or (ii) change its organizational structure, type of entity, or jurisdiction of organization or incorporation without (A) obtaining the prior written consent of Administrative Agent, not to be unreasonably withheld, conditioned or delayed, and (B) taking all action reasonably required by Administrative Agent for the purpose of perfecting or protecting the Lien and security interest of Administrative Agent on behalf of the Lenders created pursuant to this Agreement and the other Loan Documents. At the request of Administrative Agent, Borrower shall execute a certificate in form reasonably satisfactory to Administrative Agent listing the trade names under which Borrower intends to operate the Property, and representing and warranting that Borrower does business under no other trade name with respect to the Property. 4.2.10 ERISA. (a) Except as would not (i) cause a material adverse effect to Borrower or (ii) subject any Lender to any tax or penalty, Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by any Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). (b) Borrower shall deliver to Administrative Agent such certifications or other evidence from time to time throughout the term of the Loan, as requested by Administrative Agent in its sole discretion, that (A) Borrower is not an “employee benefit plan” as defined in

-115- Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (B) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (C) one or more of the following circumstances is true: (i) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2); (ii) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2) as modified by Section 3(42) of ERISA; (iii) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e); or (iv) The assets of Borrower are not otherwise “plan assets” of one or more “employee benefit plans” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, within the meaning of 29 C.F.R. §2510.3-101. 4.2.11 No Distributions. Borrower shall not declare or pay any dividends or otherwise declare or make any distribution to Borrower’s members if an Event of Default exists or would occur as a result of the dividend or distribution. 4.2.12 Annual Budget. Except to the extent otherwise expressly permitted hereunder, Borrower shall not materially amend, modify or supplement the Annual Budget without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, other than in connection with emergency expenditures for the Property. 4.2.13 Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with an Affiliate of any Borrower Related Party, unless Administrative Agent shall have consented to the same in writing, which consent shall not be unreasonably withheld, conditioned or delayed. Section 4.3 Original Loan Restructuring. Borrower, Administrative Agent and the Lenders hereby acknowledge and agree that (i) this Agreement amends and restates, in its entirety, the Original Loan Agreement, (ii) the Mezzanine Loan (as defined in the Original Loan Agreement) has been converted to indirect equity interests in Borrower and, therefore, the Mezzanine Loan, all Mezzanine Loan Documents (as defined in the Original Loan Agreement) and the Intercreditor Agreement (defined in the Original Loan Agreement) have each been terminated in their entirety, (iii) pursuant to the Omnibus Amendment to Original Loan Documents, the Original Recourse Guaranty is modified as set forth therein, (iv) pursuant to the Omnibus Amendment to Original Loan Documents, the Original Environmental Indemnity is modified as set forth therein, (v) pursuant to the Omnibus Amendment to Original Loan Documents, the Principal Guaranty is terminated in its entirety and Savanna Guarantor is fully released therefrom, (vi) pursuant to the Omnibus Amendment to Original Loan Documents, the Original Carry Guaranty is terminated in its entirety and Savanna Guarantor is fully released therefrom, (vii) pursuant to the Omnibus Amendment to Original Loan Documents, the Original -116- Completion Guaranty is terminated in its entirety and Savanna Guarantor is fully released therefrom, and (viii) pursuant to the Omnibus Amendment to Original Loan Documents, the Limited Recourse Guaranty is terminated in its entirety and Guarantor is fully released therefrom. V. INSURANCE, CASUALTY AND CONDEMNATION Section 5.1 Insurance. 5.1.1 Insurance Policies. (a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property providing at least the following coverages: (i) comprehensive (all risk or special form) insurance on the Improvements and, if applicable, the personal property at the Property insuring against any peril now or hereafter included within the “Special” or “All Risks” Causes of Loss from (which shall not exclude fire, lightning, windstorm (including named storms), hail, explosion, riot, civil commotion, aircraft, vehicles, and smoke), in each case (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) to be written on a no coinsurance form or containing an agreed amount endorsement with respect to the Improvements and, if applicable, personal property at the Property waiving all coinsurance provisions; (C) providing for no deductible in excess of Fifty Thousand and No/100 Dollars ($50,000) for all such insurance coverage, except for windstorm and earthquake, which shall provide for no deductible in excess of five percent (5%) of the total insurable value of the Property; and (D) at all times insuring against at least those hazards that are commonly insured against under a “Special” or “All Risks” Causes of Loss form of policy, as the same shall exist on the date hereof, and together with any increase in the scope of coverage provided under such form after the date hereof; and; (E) if any of the Improvements or the use of the Property shall at any time constitute legal non-conforming structures or use, containing “law and ordinance” coverage including Coverage for Loss to the Undamaged Portion of the Building, Demolition Cost, and Increased Cost of Construction in an amounts acceptable to Administrative Agent. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area,” flood hazard insurance in an amount equal to (1) 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 (“The Flood Insurance Acts”), as each may be amended plus (2) such greater amount as Administrative Agent shall require in its sole discretion; and (z) earthquake insurance in amounts and in form and substance satisfactory to Administrative Agent in the event the Property is located in seismic zone 3 or 4 and the Probable Maximum Loss (PML) or Scenario Expected Loss (SEL) is 20% or greater, provided that the insurance pursuant to clauses (y) and (z) hereof shall be on terms consistent with the comprehensive (all risk) insurance policy required under this subsection (i). (ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, -117- such insurance (A) to be on the so-called “occurrence” form with a combined limit, excluding umbrella coverage, of not less than One Million and No/100 Dollars ($1,000,000) and an aggregate limit of not less than Two Million and No/100 Dollars ($2,000,000) for any policy year (with a per location aggregate if the Property is on a blanket policy); (B) to continue at not less than the aforesaid limit until required to be changed by Administrative Agent by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) legal liability arising out of independent contractors, (4) contractual liability for all insured contracts; and (5) contractual liability covering the indemnities contained in Article 9 of the Mortgage to the extent the same is available; (iii) business income/loss of rents insurance (A) with loss payable to Administrative Agent, for the benefit of Lenders; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above for a period commencing at the time of loss for such length of time as it takes to repair or replace with the exercise of due diligence and dispatch; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and personal property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twelve (12) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) in an amount equal to one hundred percent (100%) of the projected gross income from the Property for a period from the date of loss to a date (assuming total destruction) which is eighteen (18) months from the date that the Property is repaired or replaced and operations are resumed. The amount of such business income insurance shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of the gross income from the Property for the succeeding eighteen (18) month period. All proceeds payable to Administrative Agent, for the benefit of Lenders pursuant to this subsection shall be held by Administrative Agent, for the benefit of Lenders and shall be applied to the obligations secured by the Loan Documents from time to time due and payable hereunder and under the Note; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance; (iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the property and liability coverage forms do not otherwise apply, (A) owner’s commercial general liability and umbrella liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to subsection (i) above, (3) including permission to occupy the Property, and (4) with an agreed amount endorsement waiving co-insurance provisions; -118- (v) workers’ compensation, subject to the statutory limits of the state in which the Property is located, and employer’s liability insurance with a limit of at least One Million and No/100 Dollars ($1,000,000) per accident and per disease per employee, and One Million and No/100 Dollars ($1,000,000) for disease aggregate in respect of any work or operations on or about the Property, or in connection with the Property, its operation (if applicable); (vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by Administrative Agent on terms consistent with the commercial property insurance policy required under subsection (i) above; (vii) umbrella and/or excess liability insurance in addition to primary coverage in an amount not less than One Hundred Million and No/100 Dollars ($100,000,000.00) per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (ii) above and (viii) below; (viii) commercial auto liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per accident, including umbrella coverage, of One Million Dollars ($1,000,000) per accident (if applicable); (ix) so-called “dramshop” insurance or other liability insurance required in connection with the sale of alcoholic beverages, if applicable; (x) insurance against employee dishonesty in an amount not less than one (1) month of gross revenue from the Property and with a deductible acceptable to Administrative Agent (if applicable); (xi) the insurance required under Section 5.1.1(a)(i)-(iii) and (vii) above shall cover perils of terrorism and acts of terrorism and Borrower shall maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Section 5.1.1(a)(i)-(iii) and (vii) above at all times during the term of the Loan. If “acts of terrorism” or other similar acts or events or “fire following” such acts or events are hereafter excluded from Borrower’s comprehensive all risk or special form insurance policy or policies required under Sections 5.1.1(a)(i) and 5.1.1(a)(iii) above, Borrower shall obtain an endorsement to such policy or policies, or a separate policy from an insurance provider which satisfies the requirements of Section 5.1.2, insuring against all such excluded acts or events and “fire following” such acts or events (“Terrorism Insurance”), in an amount not less than the sum of 100% of the “Full Replacement Cost” and the business income/rent loss insurance required in Section 5.1.1(a)(iii) above; provided that such endorsement or policy shall be in form and substance reasonably satisfactory to Administrative Agent. Notwithstanding the foregoing, for so long as the Terrorism Risk Insurance Act of 2002, as extended and modified by the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) is in effect (including any extensions thereof or if another federal governmental program is in effect relating to “acts of terrorism” which provides substantially similar protections as TRIPRA), Administrative Agent shall accept terrorism

-119- insurance which covers against “covered acts” as defined by TRIPRA (or such other program) as full compliance with this Section 5.1.1(a)(xi) as it relates to the risks that are required to be covered hereunder but only in the event that TRIPRA (or such other program) continues to cover both domestic and foreign acts of terrorism. If TRIPRA is discontinued or not renewed, (x) Borrower shall not be required to spend per year on terrorism coverage (on a going forward basis after TRIPRA expires or is otherwise no longer in effect for any reason and following the expiration of the applicable terrorism insurance then in place) an amount in excess of two times (2x) the annual allocated amount of the total insurance premium that is payable in respect of the Property’s all-risk and business interruption/rental income insurance required under the Loan Documents (without giving effect to the cost of terrorism and earthquake components of such property and business interruption/rental income insurance) obtained as of the date the applicable new terrorism insurance is being obtained (the “Terrorism Premium Cap”) and, provided, that in no event shall any Insurance Premiums paid with respect to Policies in effect prior to the date TRIPRA expires or is otherwise no longer in effect for any reason be included for purposes of determining whether the amount of terrorism insurance premiums paid by Borrower for any applicable period exceed the Terrorism Premium Cap, and (y) if the cost of such terrorism coverage exceeds the Terrorism Premium Cap, either (i) Borrower shall purchase the maximum amount of terrorism coverage available with funds equal to the Terrorism Premium Cap, or (ii) Administrative Agent shall purchase such stand-alone terrorism Policy, with Borrower paying such portion of the Insurance Premiums with respect thereto equal to the Terrorism Premium Cap and Administrative Agent paying such portion of the Insurance Premiums in excess of the Terrorism Premium Cap. (xii) upon sixty (60) days’ written notice, such other reasonable insurance and in such reasonable amounts as Administrative Agent from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Property located in or around the region in which the Property is located. (b) All insurance provided for in Section 5.1.1(a) shall be obtained under valid and enforceable policies (collectively, the “Policies” or, in the singular, the “Policy”) and, to the extent not specified above, shall be subject to the reasonable approval of Administrative Agent as to deductibles. Prior to the expiration dates of the Policies theretofore furnished to Administrative Agent, certificates of insurance and complete copies of redacted policies evidencing the Policies, shall be delivered by Borrower to Administrative Agent, for the benefit of Lenders. (c) Any blanket insurance Policy shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Section 5.1.1 (any such blanket policy, an “Acceptable Blanket Policy”). To the extent that the Policies are maintained pursuant to an Acceptable Blanket Policy that covers more than one location within a one-thousand-foot radius of the Property (the “Radius”), the limits of such Acceptable Blanket Policy must be sufficient to maintain coverage on a total insured value basis in compliance with the provisions of Section 5.1.1 for each such location within the Radius, including the Property. -120- (d) All Policies of insurance provided for or contemplated by Section 5.1.1(a) shall name Borrower as a named insured and, in the case of liability policies, except for Policies referenced in Section 5.1.1(v) and (viii) shall name Administrative Agent, for the benefit of Lenders as an additional insured, as its interests may appear, and in the case of property policies, including but not limited to boiler and machinery, flood, earthquake and terrorism insurance, shall contain a standard non-contributing mortgagee clause in favor of Administrative Agent, for the benefit of Lenders providing that the loss thereunder shall be payable to Administrative Agent, for the benefit of Lenders. Borrower shall not procure or permit any of its constituent entities to procure any other insurance coverage which would be on the same level of payment as the Policies or would adversely impact in any way the ability of Administrative Agent or Borrower to collect any proceeds under any of the Policies. (e) All property Policies of insurance provided for in Section 5.1.1(a), shall provide that: (i) no act or negligence of Borrower, or anyone acting for Borrower, or of any Tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, or foreclosure or similar action, shall in any way affect the validity or enforceability of the insurance insofar as Administrative Agent is concerned; and (ii) [reserved]; (iii) [reserved]; (iv) Neither Administrative Agent nor any Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder. (f) If at any time Administrative Agent is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Administrative Agent shall have the right, without notice to Borrower, to take such action as Administrative Agent deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Administrative Agent in its sole discretion deems appropriate and all premiums incurred by Administrative Agent in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Administrative Agent upon demand and until paid shall be secured by the Mortgage and shall bear interest at the Default Rate. (g) In the event of foreclosure of the Mortgage or other transfer of title to the Property in extinguishment in whole or in part of the Debt, all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning the Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Administrative Agent or other transferee in the event of such other transfer of title. 5.1.2 Insurance Company. The Policies (including, without limitation, any Policies described in Section 5.1.1(h)) shall be issued by financially sound and responsible insurance companies permitted to do business in the state in which the Property is located and each having a rating of: (1) “A” or better by S&P (provided, however for multi-layered policies, (A) if four (4) or fewer insurance companies issue the Policies, then at least 75% of the insurance -121- coverage represented by the Policies must be provided by insurance companies with a rating of “A” or better by S&P, with no carrier below “BBB” with S&P, or (B) if five (5) or more insurance companies issue the Policies, then at least sixty percent (60%) of the insurance coverage represented by the Policies must be provided by insurance companies with a rating of “A” or better by S&P, with no carrier below “BBB” with S&P) and (2) ”A-:X” or better in the current Best’s Insurance Reports or ”A 2” or better by Moody’s (if Moody’s rates the insurance company). Section 5.2 Casualty and Condemnation. 5.2.1 Casualty. If the Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Administrative Agent and shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable and permitted by Legal Requirements, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Administrative Agent may, but shall not be obligated to, make proof of loss if not made promptly by Borrower; provided, however, that any insurance proceeds received by Administrative Agent in respect of such damage or destruction shall be made available to pay the costs of such Restoration at the time or times, and subject to the conditions precedent, specified in Section 5.3 below; provided, further, however, in the event such insurance proceeds are not made available to Borrower pursuant to the terms of Section 5.3 below, nothing herein shall in any way limit Borrower’s obligation to repair the Property to the extent necessary (i) to protect life and safety at the Property and (ii) to return the Property to a condition where the Property is deemed an architectural whole whereby access to any portion of the Property is not materially impaired and the shell of the applicable Improvements are fully complete and closed. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss does not exceed the Restoration Threshold, Borrower may settle and adjust such claim without Administrative Agent’s prior consent; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold, or if an Event of Default then exists, Borrower may settle and adjust such claim only with the consent of Administrative Agent (which consent shall not be unreasonably withheld, conditioned or delayed) and Administrative Agent shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. 5.2.2 Condemnation. Borrower shall give Administrative Agent prompt notice of any actual or threatened (in writing) Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Administrative Agent a copy of any and all papers served in connection with such proceedings. Provided no Event of Default has occurred and is continuing and in the event of a Condemnation where the value of the taking does not exceed -122- the Restoration Threshold in Administrative Agent’s reasonable determination, Borrower may settle and compromise such Condemnation; provided that the same is effected in a commercially reasonable and timely manner. In the event a Condemnation where the value of the taking exceeds the Restoration Threshold in Administrative Agent’s reasonable discretion, or if an Event of Default then exists, Borrower may settle and compromise the Condemnation only with the consent of Administrative Agent (which consent shall not be unreasonably withheld or delayed) and Administrative Agent shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Administrative Agent all instruments reasonably requested by Administrative Agent to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Administrative Agent, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement. Administrative Agent shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Administrative Agent of the Award, Administrative Agent shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt. 5.2.3 Casualty Proceeds. Notwithstanding the last sentence of Section 5.1.1(a)(iii) and provided no Event of Default exists hereunder, proceeds received by Administrative Agent, for the benefit of Lenders on account of the business interruption insurance specified in Section 5.1.1(a)(iii) above with respect to any Casualty shall be deposited by Administrative Agent directly into the Clearing Account but (a) only to the extent it reflects a replacement for (i) lost Rents that would have been due under Leases existing on the date of such Casualty, and/or (ii) lost Rents under Leases that had not yet been executed and delivered at the time of such Casualty which Borrower has proven to the insurance company would have been due under such Leases (and then only to the extent such proceeds disbursed by the insurance company reflect a replacement for such past due Rents) and (b) only to the extent necessary to fully pay Debt Service, make the required monthly reserve deposits and pay Operating Expenses approved by Administrative Agent in accordance herewith. All other such proceeds shall be held by Administrative Agent and disbursed in accordance with Section 5.3 hereof. Section 5.3 Delivery of Net Proceeds. 5.3.1 Minor Casualty or Condemnation. If a Casualty or Condemnation has occurred to the Property and the Net Proceeds shall be less than the Restoration Threshold and the costs of completing the Restoration shall be less than Restoration Threshold, and provided the conditions set forth in Section 5.3.2(a)(i), (vi), (vii), (xii) below have been met, the Net Proceeds shall be paid directly to Borrower. Promptly after receipt of the Net Proceeds, Borrower shall commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement. If any Net Proceeds are received by Borrower and may be retained by Borrower pursuant to the terms hereof, such Net Proceeds shall, until completion of the

-123- Restoration, be held in trust for Administrative Agent for the benefit of the Lenders and shall be segregated from other funds of Borrower to be used to pay for the cost of Restoration in accordance with the terms hereof. 5.3.2 Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property and the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Restoration Threshold, then Administrative Agent shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met: (i) no Event of Default shall have occurred and be continuing; (ii) (1) in the event the Net Proceeds are Insurance Proceeds, less than twenty percent (20%) of the rentable floor area of the Improvements on the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is located on such land, and, in the case of (1) and (2) Administrative Agent shall determine that, following the applicable Condemnation and any Restoration, the Property shall comply with all applicable law, including zoning, land use or parking applicable to the Property or the use of the Property, including, without limitation, for access, driveways, parking, utilities or drainage; (iii) The DCAS Lease (or Leases demising in the aggregate a percentage amount equal to or greater than sixty-five percent (65%) of the total rentable space in the Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be), shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration (or with such abatement being offset by business interruption proceeds), notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and Borrower delivers evidence reasonably satisfactory to Administrative Agent that all Tenants under Leases that will be in effect following the Restoration are required under their Leases to make all necessary repairs and restoration thereto that are not being made by Borrower as part of the Restoration; (iv) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than ninety (90) days after receipt of the Net Proceeds and all permits and licenses required for the Restoration) and shall diligently pursue the same to satisfactory completion; provided that Borrower applying for approvals, authorizations, certifications, licenses and permits required in connection with such Restoration shall be deemed a commencement of the Restoration; (v) Administrative Agent shall be satisfied that any operating deficits, including all scheduled payments of principal (if any) and interest under the Note, which will be incurred with respect to the Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net -124- Proceeds, (2) the insurance coverage referred to in Section 5.1.1(a)(iii), if applicable, or (3) by other funds of Borrower; (vi) Administrative Agent shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) the date six (6) months prior to the then-applicable Maturity Date, (2) the earliest date required for such completion under the terms of any Lease, (3) such time as may be required under applicable Legal Requirements or (4) three (3) months prior to the expiration of the insurance coverage referred to in Section 5.1.1(a)(iii); (vii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements; (viii) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion (subject to force majeure not to exceed thirty (30) days in the aggregate) and in compliance with all applicable Legal Requirements; (ix) such Casualty or Condemnation, as applicable, does not result in the material loss of access to the Property or the related Improvements; (x) Borrower shall deliver, or cause to be delivered, to Administrative Agent a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire estimated cost of completing the Restoration, which budget shall be reasonably acceptable to Administrative Agent; and (xi) the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Administrative Agent are sufficient in Administrative Agent’s reasonable discretion to cover the cost of the Restoration. (b) With respect to a Casualty or Condemnation where the Net Proceeds in connection therewith are equal to or greater than the Restoration Threshold or the cost of completing the Restoration is equal to or greater than the Restoration Threshold, such Net Proceeds shall be paid directly to Administrative Agent and held by Administrative Agent, for the benefit of Lenders in an interest-bearing account and, until disbursed in accordance with the provisions of this Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds shall be disbursed by Administrative Agent to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Administrative Agent that (A) all requirements set forth in Section 5.3.2(a) have been satisfied, (B) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (C) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not been contested, fully bonded to the reasonable satisfaction of Administrative Agent and discharged of record, or fully insured to the reasonable satisfaction of Administrative Agent by the title company issuing the Title Insurance Policy. -125- (c) All plans and specifications required in connection with the Restoration shall be subject to prior approval of Administrative Agent and an independent architect selected by Administrative Agent (the “Casualty Consultant”), which approval shall not be unreasonably withheld, conditioned or delayed by Administrative Agent and the Casualty Consultant. The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonably practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements and the requirements of any Lease. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval of Administrative Agent and the Casualty Consultant, which approval shall not be unreasonably withheld, conditioned or delayed by Administrative Agent and the Casualty Consultant. All reasonable, out of pocket costs and expenses incurred by Administrative Agent in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable, out of pocket attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower. (d) In no event shall Administrative Agent be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been fifty percent (50%) completed, such fifty percent (50%) completion to be certified by the Casualty Consultant, it being understood that upon such fifty percent (50%) completion of such Restoration, such there shall be no Casualty Retainage with respect to costs actually incurred by Borrower for work in place as part of such Restoration. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Administrative Agent that the Restoration has been completed in accordance with the provisions of this Section 5.3.2(d) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Administrative Agent receives evidence reasonably satisfactory to Administrative Agent that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Administrative Agent will only release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Administrative Agent that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the -126- contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Administrative Agent or by the title company issuing the Title Insurance Policy, and Administrative Agent receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Administrative Agent, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman. (e) With respect to any Net Proceeds held by Administrative Agent in accordance herewith, Administrative Agent shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month. (f) If at any time the Net Proceeds or the undisbursed balance thereof in addition to any amounts set forth in the Annual Budget with respect to the Restoration shall not, in the reasonable opinion of Administrative Agent in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall either (i) deposit the deficiency (the “Net Proceeds Deficiency”) with Administrative Agent before any further disbursement of the Net Proceeds shall be made or (ii) provide Administrative Agent with (i) cash, (ii) Letters of Credit, or (iii) a completion bond or guaranty reasonably acceptable to Administrative Agent from a guarantor acceptable to Administrative Agent in the amount of the Net Proceeds Deficiency or otherwise reasonably required by Administrative Agent. The Net Proceeds Deficiency deposited with Administrative Agent shall be held by Administrative Agent and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 5.3.2 shall constitute additional security for the Debt. (g) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Administrative Agent after the Casualty Consultant certifies to Administrative Agent that the Restoration has been completed in accordance with the provisions of this Section 5.3.2, and the receipt by Administrative Agent of evidence satisfactory to Administrative Agent that all costs incurred in connection with the Restoration have been paid in full, promptly shall be remitted by Administrative Agent to Borrower, provided no Event of Default shall have occurred and shall be continuing under any of the Loan Documents; provided, however, the amount of such excess returned to Borrower in the case of a Condemnation shall not exceed the amount of Net Proceeds Deficiency deposited by Borrower with the balance being applied to the Debt in the manner provided for in Subsection 5.3.2(h). (h) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 5.3.2(g) may be applied by Administrative Agent toward the payment of the Debt, whether or not then due and payable, in such order, priority and proportions as Administrative Agent in its sole discretion shall deem proper or, at the discretion of Administrative Agent, may be paid to Borrower for such purposes as Administrative Agent shall designate. For the avoidance of doubt, no fee, premium or penalty of any kind (including, without limitation the Spread Maintenance Premium) shall be

-127- due or payable upon any such application of Net Proceeds to the Debt. In the event that the Net Proceeds are in excess of the amount of the Debt and Administrative Agent applies the Net Proceeds to the repayment of the Debt, any such excess shall be paid to Borrower within fifteen (15) Business Days after Administrative Agent has applied the Net Proceeds to repayment of the Debt. VI. RESERVE FUNDS Section 6.1 Cash Management Arrangements. (a) Clearing Account. (i) Borrower shall establish and maintain a segregated Eligible Account (the “Clearing Account”) pursuant to the terms of the Clearing Account Agreement with the Clearing Bank, which such Clearing Account shall be in trust for the benefit of Lenders and shall be under the sole dominion and control of Administrative Agent, for the benefit of Lenders. Borrower (i) hereby grants to Administrative Agent, for the benefit of Lenders 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 Administrative Agent, for the benefit of Lenders a perfected first priority security interest in the Clearing Account, including, without limitation, the execution of any account control agreement required by Administrative Agent. Borrower 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 Administrative Agent, for the benefit of Lenders as the secured party, to be filed with respect thereto. Borrower will not in any way alter, modify or close the Clearing Account and will notify Administrative Agent of the account number thereof. Except as may be expressly permitted in the Clearing Account Agreement, Administrative Agent, for the benefit of Lenders shall have the sole right to make withdrawals from the Clearing Account and all costs and expenses for establishing and maintaining the Clearing Account shall be paid by Borrower. All monies now or hereafter deposited into the Clearing Account shall be deemed additional security for the Debt. Borrower shall indemnify Administrative Agent, each Lender and Clearing Bank and hold Administrative Agent, each Lender and Clearing Bank harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys’ fees and expenses) arising from or in any way connected with the Clearing Account, the Clearing Account Agreement or the performance of the obligations for which the Clearing Account was established (unless arising from the gross negligence or willful misconduct of Administrative Agent, any Lender or Clearing Bank, as applicable). (ii) Borrower shall (and shall cause Manager to) cause each such Tenant to pay all Rent and other Gross Revenue directly into the Clearing Account pursuant to the terms hereof. In furtherance of the foregoing, Borrower shall (or shall cause Manager to) execute and deliver the Tenant Direction Letters addressed to each (A) Tenant existing as of the Closing Date within five (5) Business Days after the Closing Date, and (B) new -128- Tenant pursuant to a Lease executed after the Closing Date in accordance with the terms hereof, concurrently with the execution of such Lease with such Tenant. Without in any way limiting the foregoing, if Borrower, Manager or any of their respective Affiliates receive any Rents or other Gross Revenue or Net Proceeds from the Property, then (i) such amounts shall be deemed to be collateral for the Obligations and shall be held in trust for the benefit of, and as the property of Administrative Agent, for the benefit of Lenders and (ii) Borrower, Manager or such Affiliate shall deposit such amounts in the Clearing Account within two (2) Business Days of receipt thereof. (iii) Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis as follows: (A) if a Cash Trap Period exists, all such funds shall be transferred to the Deposit Account and applied and disbursed in accordance with this Agreement and the Cash Management Agreement and (B) if no Cash Trap Period exists, all such funds shall be disbursed to Borrower as provided in the Clearing Account Agreement. (b) Deposit Account. Administrative Agent, for the benefit of Lenders may also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as “Accounts”). The Deposit Account and all other Accounts will be under the sole control and dominion of Administrative Agent, for the benefit of Lenders, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts. Section 6.2 Tax Funds. 6.2.1 Deposits of Tax Funds. On the Closing Date, Borrower shall deposit with Administrative Agent the amount of $0.00 and, thereafter, on each Monthly Payment Date, Borrower shall deposit an amount equal to one-twelfth of the Property Taxes that Administrative Agent estimates will be payable during the next ensuing twelve (12) months which Property Taxes are not the responsibility of Tenants pursuant to Leases which are not then in default, in order to accumulate sufficient funds to pay all such Property Taxes at least ten (10) days prior to their respective due dates. Amounts deposited pursuant to this Section 6.2.1 are referred to herein as the “Tax Funds.” The Account in which the Tax Funds are held shall hereinafter be referred to as the “Tax Reserve Account”. If at any time, Administrative Agent reasonably determines that the Tax Funds will not be sufficient to pay the Property Taxes for the upcoming tax period, Administrative Agent shall notify Borrower of such determination and the monthly deposits for Property Taxes shall be increased by the amount that Administrative Agent reasonably estimates is sufficient to make up the deficiency at least ten (10) days prior to the respective due dates for the Property Taxes; provided that if Borrower receives notice of any deficiency after the date that is ten (10) days prior to the date that such Property Taxes are due, Borrower will deposit such amount within five (5) Business Days after its receipt of such notice. 6.2.2 Release of Tax Funds. Administrative Agent shall apply the Tax Funds to payments of Property Taxes. In making any payment relating to Property Taxes, Administrative Agent may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) without inquiry into the accuracy of such bill, statement or estimate -129- or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof; provided, however, that if Borrower shall be appealing or contesting the Property Taxes in accordance with this Agreement, Administrative Agent shall pay no greater a portion of the Property Taxes than is required in connection with such an appeal or contest. If the amount of the Tax Funds shall exceed the amounts due for such Property Taxes, Administrative Agent shall credit such excess against future payments to be made to the Tax Funds. Any Tax Funds remaining after the Debt has been repaid in full shall be returned to Borrower in accordance with the terms of Section 6.13 below. Section 6.3 Insurance Funds. 6.3.1 Deposits of Insurance Funds. On the Closing Date, Borrower shall deposit with Administrative Agent the amount of $0.00 and, thereafter, on each Monthly Payment Date, Borrower shall deposit on each Monthly Payment Date an amount equal to one-twelfth of the Insurance Premiums that Administrative Agent estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies. Amounts deposited pursuant to this Section 6.3.1 are referred to herein as the “Insurance Funds.” The Account in which the Insurance Funds are held shall hereinafter be referred to as the “Insurance Reserve Account.” If at any time, Administrative Agent reasonably determines that the Insurance Funds will not be sufficient to pay the Insurance Premiums, Administrative Agent shall notify Borrower of such determination and the monthly deposits for Insurance Premiums shall be increased by the amount that Administrative Agent estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies. In addition to the foregoing, if Borrower fails to renew the policy or policies required pursuant to Section 5.1 hereof by the date which is seven (7) days prior to the expiration thereof, Borrower agrees to notify Administrative Agent of such failure, and to keep Administrative Agent reasonably apprised of all developments in connection therewith, and if, following such notice, Administrative Agent reasonably believes that Borrower will be unable to bind the policy or policies described in Section 5.1 prior to the expiration thereof, then Administrative Agent shall have the right, without notice to Borrower, to take such action as Administrative Agent deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Administrative Agent in its reasonable discretion deems appropriate. All premiums incurred by Administrative Agent in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Administrative Agent upon demand and, until paid, shall be secured by the Mortgage and shall bear interest at the Default Rate. 6.3.2 Release of Insurance Funds. Administrative Agent shall apply the Insurance Funds, if any, to payment of Insurance Premiums. In making any payment relating to Insurance Premiums, Administrative Agent may do so according to any bill, statement or estimate procured from the insurer or its agent, without inquiry into the accuracy of such bill, statement or estimate. If the amount of the Insurance Funds shall exceed the amounts due for Insurance Premiums, Administrative Agent shall credit such excess against future payments to be made to the Insurance Premiums. Any Insurance Funds remaining after the Debt has been repaid in full shall be returned to Borrower. -130- 6.3.3 Acceptable Blanket Policy. Notwithstanding anything to the contrary contained in Section 6.3.1, in the event that an Acceptable Blanket Policy is in effect with respect to the Policies required pursuant to Section 5.1, provided that no Event of Default has occurred and is continuing, deposits into the Insurance Account required for Insurance Premiums pursuant to Section 6.3.1 above shall be suspended to the extent that Insurance Premiums relate to such Acceptable Blanket Policy. Upon request of Administrative Agent, Borrower shall provide evidence satisfactory to Administrative Agent that the Insurance Premiums payable in connection with such blanket insurance Policies are paid as soon as appropriate evidence is reasonably available. As of the date hereof, an Acceptable Blanket Policy is in effect with respect to the Policies required as of the Closing Date pursuant to Section 5.1. Section 6.4 Lease Termination Funds. 6.4.1 Deposits of Lease Termination Funds. In the event that Borrower receives (i) any sums paid with respect to (A) a modification of any Lease or otherwise paid in connection with Borrower taking any action under any Lease (e.g., granting a consent) or waiving any provision thereof, (B) any settlement of claims of Borrower against third parties in connection with any Lease, (C) any rejection, termination, surrender or cancellation of any Lease (including in any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions), and (D) any sum received from any Tenant to obtain a consent to an assignment or sublet or otherwise, or any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not being paid for use and occupancy or holdover rent), but in each case excluding any penalties; and/or (ii) as a result of any other extraordinary event any payments or income (in whatever form) derived from or generated by the use, ownership or operation of the Property not otherwise covered by this Agreement or the Cash Management Agreement, in each case to the extent such amount is in excess of $50,000 (individually or collectively, a “Lease Termination Fee”), Borrower shall immediately deposit such Lease Termination Fee with Administrative Agent, for the benefit of Lenders, to be utilized for TI/LC Costs that may be incurred with respect to the space relating to such Lease Termination Fee (a “Termination Space”). Amounts deposited pursuant to this Section 6.4.1 are referred to herein as the “Lease Termination Funds.” The Account in which the Lease Termination Funds are held shall hereinafter be referred to as the “Lease Termination Reserve Account.” 6.4.2 Release of Lease Termination Funds. Within ten (10) days after Administrative Agent’s receipt of a written request from Borrower, and provided that on the date such request is received by Administrative Agent and on the date such disbursement is to be made no Event of Default shall exist and be continuing, Administrative Agent shall disburse to Borrower the Lease Termination Funds upon such terms and conditions as shall be reasonably determined by Administrative Agent based upon the conditions for disbursement of a Future Advance (TI/LC). Any Lease Termination Funds remaining after the Debt has been repaid in full shall be returned to Borrower. Section 6.5 Cash Trap Funds. 6.5.1 Deposits into the Cash Trap. Upon the occurrence and during the continuance of a Cash Trap Period, all Rent and Gross Revenue shall be swept on a daily basis

-131- from the Clearing Account to the Deposit Account in accordance with Section 6.1 and the Cash Management Agreement. Amounts deposited pursuant to this Section 6.5.1 are referred to herein as the “Cash Trap Funds”. 6.5.2 Release of Cash Trap Funds. Within ten (10) days after Administrative Agent’s receipt of a written request from Borrower, and provided that on the date such request is received by Administrative Agent and on the date such disbursement is to be made no monetary Default or material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default shall exist and be continuing, Administrative Agent shall disburse to Borrower, Cash Trap Funds upon such terms and conditions as shall be reasonably determined by Administrative Agent based upon the conditions for disbursement of Future Advances (TI/LC) and Future Advances (Capital Expenditures); provided, however, Borrower shall not declare or pay any dividends or otherwise declare or make any distribution to Borrower’s members from such Cash Trap Funds for so long as a Cash Trap Period exists. If a Cash Trap Period is no longer in effect, all funds on deposit as Cash Trap Funds shall be promptly disbursed to Borrower. Any Cash Trap Funds remaining after the Debt has been paid in full shall be returned to Borrower. Section 6.6 Casualty and Condemnation Account. Borrower shall pay, or cause to be paid, to Administrative Agent, for the benefit of Lenders all Insurance Proceeds or Awards due to any Casualty or Condemnation in accordance with the provisions of Sections 5.2 and 5.3, which amounts shall be transferred into an Account (the “Casualty and Condemnation Account”). Amounts deposited from time to time into the Casualty and Condemnation Account pursuant to this Section 6.6 are referred to herein as the “Casualty and Condemnation Funds”. All Casualty and Condemnation Funds shall be held, disbursed and/or applied in accordance with the provisions of Section 5.4 hereof and any Casualty and Condemnation Funds remaining after the Debt has been repaid in full shall be returned to Borrower. Section 6.7 Rebalancing Reserve Account. As and when required under Section 2.6.4 of this Agreement, Borrower shall deposit into an Account (the “Rebalancing Reserve Account”) such amounts as required to be deposited by Borrower pursuant to Section 2.6.4 of this Agreement, which amounts shall be disbursed to Borrower in express accordance with Section 2.6.2 of this Agreement. Amounts deposited from time to time into the Rebalancing Reserve Account pursuant to this Section 6.7 are referred to herein as the “Rebalancing Reserve Funds”. Provided no Event of Default has occurred and is continuing, amounts on deposit in the Rebalancing Reserve Account from time to time shall be disbursed to Borrower in the same manner as if the same were Future Advances (Capital Expenditures) and Future Advances (TI/LCs) under this Agreement (and, for the avoidance of doubt, subject to the same conditions precedent to the receipt of Future Advances (Capital Expenditures) and Future Advances (TI/LCs) hereunder). So long as any amounts are on deposit in the Rebalancing Reserve Account from time to time, Lenders shall not make any further Future Advances (Capital Expenditures) or Future Advances (TI/LCs) until all such amounts are utilized in accordance with the immediately preceding sentence. Section 6.8 Additional Reserves. 6.8.1 Intentionally Omitted. 6.8.2 Intentionally Omitted. -132- 6.8.3 Tenant Reimbursement Reserve. Borrower shall pay, or cause to be paid, to Administrative Agent, for the benefit of Lenders all Tenant Work Costs (as defined in the DCAS Lease) received by or on behalf of Borrower, which amounts shall be transferred into an Account (the “Tenant Reimbursement Account”). Amounts deposited from time to time into the Tenant Reimbursement Account pursuant to this Section 6.8.3 are referred to herein as the “Tenant Reimbursement Funds”. All Tenant Reimbursement Funds shall be held, disbursed and/or applied in accordance with the provisions of Section 2.6 and Section 2.9.2 hereof as if they constituted a part of the Loan being made hereunder and prior to any Future Advance of Loan proceeds. 6.8.4 [Reserved]. 6.8.5 [Reserved]. 6.8.6 Interest/Carrying Costs Account. If from and after Substantial Completion (as defined in the DCAS Lease), the Debt Service Coverage Ratio falls below 1.0 x for any calendar quarter, and Administrative Agent determines there are insufficient unadvanced amounts of the Future Funding Amount allocated to Interest/Carry Shortfall remaining to pay Debt Service and Carry Costs for succeeding calendar quarter, Borrower shall pay to Administrative Agent, for the benefit of Lender an amount equal to the amount that when combined with (a) any funds in any reserves for Debt Service or Carry Costs, and (b) any unadvanced amounts of the Future Funding Amount allocated to Interest/Carry Shortfall, would be sufficient to cover the estimated Debt Service and Carry Cost payments for the succeeding six (6) months (as reasonably determined by Administrative Agent), for the purpose of establishing a reserve fund to provide an additional source for the payment of Debt Service and Carry Costs during Term. Administrative Agent will transfer such amount into an Account (the “Interest/Carrying Costs Account”). Provided no Event of Default is continuing, on each Monthly Payment Date during the Term, as applicable, if Rents and other income deposited into the Deposit Account during the Interest Period preceding such Monthly Payment Date were insufficient to pay such month’s Debt Service and Carry Costs, Administrative Agent shall cause funds from the Interest/Carrying Costs Account to be applied to the Monthly Debt Service Payment Amount, to be disbursed to the Tax Account and Insurance Account (for any shortfall in required Tax or Insurance Premium deposits, solely to the extent the Borrower is then obligated to fund the Tax Account and Insurance Account) or to the Borrower (for any shortfall in the payment of Operating Expenses for such period, solely to the extent Borrower is then required to be funding reserves for Operating Expenses), as applicable. At such time as the Property has achieved a Debt Service Coverage Ratio of 1.10x for two (2) consecutive calendar quarters based on a Pro Forma Debt Service which shall apply the unadvanced funds in the Interest/Carrying Costs Account to the outstanding principal balance of the Loan for purposes of such calculation, and] provided no Event of Default shall have occurred and be continuing, Borrower shall have the right to request that any unadvanced funds in the Interest/Carrying Costs Account (the “Reserved Amounts”), be funded by Administrative Agent to Borrower at Borrower’s direction. Notwithstanding anything to the contrary set forth herein, Borrower shall be permitted to use any remaining Working Capital Funds in the Working Capital Account to fund such Interest/Carry Shortfall into the Interest/Carry Cost Reserve Account as may be required hereunder. -133- Section 6.9 Property Cash Flow Allocation. 6.9.1 Order of Priority of Funds in Deposit Account. On each Monthly Payment Date during any Cash Trap Period except during the continuance of an Event of Default, all funds in the Deposit Account shall be applied on such Monthly Payment Date pursuant to Section 3.4 of the Cash Management Agreement. Excess Cash Flow shall be held in the Cash Collateral Account and disbursed in accordance with Sections 6.5.1, and/or 6.5.2 hereof. 6.9.2 [Reserved]. 6.9.3 Application After Event of Default. Notwithstanding anything to the contrary contained in this Article 6, upon the occurrence and continuance of an Event of Default, Administrative Agent, at its option, may apply any Gross Revenue then in the possession of Administrative Agent or in the Deposit Account (including any Reserve Funds on deposit in the Deposit Account or any Account), or any Working Capital Funds on deposit in the Working Capital Account, to the payment of the Debt in such order, proportion and priority as Administrative Agent may determine in its sole and absolute discretion. Administrative Agent’s right to withdraw and apply any of the foregoing funds shall be in addition to all other rights and remedies provided to Administrative Agent under the Loan Documents. Section 6.10 Security Interest in Reserve Funds, Working Capital Funds and Interest on Reserve Funds and Working Capital Funds. 6.10.1 Grant of Security Interest. Borrower shall be the owner of the Reserve Funds and the Working Capital Funds. Borrower hereby pledges, assigns and grants a security interest to Administrative Agent, as security for payment of the Debt and the performance of all other terms, conditions and covenants of the Loan Documents on Borrower’s part to be paid and performed, in all of Borrower’s right, title and interest in and to the Deposit Account, Accounts, Reserve Funds, Working Capital Funds and Working Capital Account. The Deposit Account, the Accounts, Reserve Funds, Working Capital Funds and Working Capital Account shall be under the sole dominion and control of Administrative Agent, subject to the terms of this Agreement. 6.10.2 Interest on Funds. Interest accrued, if any, on the Reserve Funds shall become part of the applicable Reserve Funds in accordance with the applicable terms and conditions of the Cash Management Agreement. Interest accrued, if any, on the Working Capital Funds shall become part of the Working Capital Funds in accordance with the applicable terms and conditions of the Working Capital Account Agreement. 6.10.3 Income Taxes. Borrower shall report on its federal, state and local income tax returns all interest or income accrued on the Reserve Funds and the Working Capital Funds. 6.10.4 Prohibition Against Further Encumbrance. Borrower shall not, without the prior consent of Administrative Agent, further pledge, assign or grant any security interest in the Deposit Account, the Reserve Funds, the Accounts, the Working Capital Funds, and the Working Capital Account 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 Administrative Agent as the secured party, to be filed with respect thereto. -134- 6.10.5 Reserve Fund Indemnification. Provided the Deposit Account, Accounts and the Reserve Funds are held with an FDIC-insured bank, Borrower shall indemnify Administrative Agent and the Lenders and hold Administrative Agent and the Lenders harmless from and against any and all Losses arising from or in any way connected with the Deposit Account, the Accounts, the Reserve Funds, the Working Capital Funds, and the Working Capital Account sums deposited therein or the performance of the obligations for which the Reserve Funds or the Working Capital Funds were established, except to the extent arising from the gross negligence or willful misconduct of Administrative Agent, Lenders or any of their respective agents or employees. 6.10.6 Reserve Fund Fees and Expenses. Borrower acknowledges and agrees that it solely shall be, and shall at all times remain, liable to Administrative Agent for all actual, fees, charges, costs and expenses in connection with the Deposit Account, the Accounts, the Reserve Funds, the Working Capital Funds, and the Working Capital Account, including, without limitation, any monthly or annual fees or charges as may be assessed by Deposit Bank in connection with maintaining the Reserve Funds, and any monthly or annual fees or charges as may be assessed by Working Capital Bank in connection with maintaining the Working Capital Account. Section 6.11 Letters of Credit/Security Deposit. Borrower acknowledges that it is currently holding certain letters of credit as security deposits under Leases (each, a “Tenant Letter of Credit”). Borrower shall not allow any Tenant Letters of Credit to lapse unless permitted pursuant to the applicable Lease and Borrower shall draw down the proceeds of any Tenant Letter of Credit (to the extent permitted under any applicable Lease) prior to the expiration date thereof. Borrower further agrees that, within ten (10) days of receipt of written demand from Administrative Agent, which shall not be made until the occurrence of an Event of Default, Borrower shall further assign to Administrative Agent each Tenant Letter of Credit and shall deliver to Administrative Agent the original of each Tenant Letter of Credit or, if Borrower has previously drawn down proceeds of a Tenant Letter of Credit and has not applied the same under the Lease, Borrower shall, in lieu of delivery of an assignment of the Tenant Letter of Credit, remit to Administrative Agent the proceeds from the draw on the Letter of Credit). Administrative Agent acknowledges that Borrower’s obligation to maintain, and deliver to Administrative Agent, any Tenant Letter of Credit or proceeds thereof shall in all cases be subject to the terms of the Leases. VII. DEFAULTING LENDER Section 7.1 Defaulting Lender. If a Lender fails to fund its Pro Rata Share of any Future Advance on or before the time required thereunder, then, Administrative Agent shall promptly notify Borrower and any other Lender that a Lender has become a Defaulting Lender, and in addition to the rights and remedies (including the right to bring an action or suit against the Defaulting Lender) that may be available to the non-Defaulting Lenders and Borrower at law and in equity, and notwithstanding any provision of this Agreement or any other agreement to the contrary, upon not less than ten (10) Business Days’ notice to Administrative Agent and all Lenders (“Defaulting Lender Notice”), Borrower may (i) prepay at par the Defaulting Lender’s Pro Rata Share of the Loan, together with accrued and unpaid interest thereon and any other sums then due to such Defaulting Lender

-135- pursuant to the terms of this Agreement, excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee or (ii) require that such Defaulting Lender transfer all of its right, title and interest under this Agreement and the other Loan Documents to a proposed lender identified by Borrower that is an Eligible Assignee if such proposed lender agrees to assume all of the obligations of such Defaulting Lender under this Agreement and other Loan Documents, and to purchase all of such Defaulting Lender’s commitment of the Loan for an aggregate consideration equal to the aggregate outstanding principal amount of such Defaulting Lender’s commitment of the Loan, together with any accrued but unpaid interest thereon to the date of such purchase. Notwithstanding the foregoing, if a Defaulting Lender funds its Pro Rata Share of such Future Advance within two (2) Business Days after the date of delivery of a Defaulting Lender Notice, such Lender shall cease to be a Defaulting Lender; provided, that during the Term, a Lender shall be entitled to not more than three (3) cures of a failure to fund a Future Advance on or before the time required thereunder; provided, further, that non-Defaulting Lender(s) shall have the right, following the expiration of the two (2) Business Day period referred to in this sentence and prior to the expiration of the ten (10) Business Day period following delivery of a Defaulting Lender Notice to acquire at par the Defaulting Lender’s Pro Rata Share of the Loan, together with accrued and unpaid interest thereon and any other sums then due to such Defaulting Lender pursuant to the terms of this Agreement, excluding any Spread Maintenance Premium or any other prepayment penalty, premium or similar fee and the Commitments of such non-Defaulting Lender(s) shall be increased by the unfunded Commitment of the Defaulting Lender. VIII. PERMITTED TRANSFERS Section 8.1 Due on Sale. The Loan is not assumable and the Loan shall be due on sale. Section 8.2 Permitted Transfers of Equity Interests. (a) Notwithstanding anything to the contrary contained herein, but subject to the conditions set forth in this Section 8.2, Permitted Transfers shall be permitted without Administrative Agent’s consent. (b) In connection with any proposed Permitted Transfer (other than a Transfer described in clause (i) of the definition with respect to a real estate investment trust, or a Permitted Transfer described in clause (d), (e), (f) and (h) of the definition): (i) Borrower shall provide Administrative Agent written notice of such Transfer, together with copies of all instruments effecting such Transfer, and a certificate of Borrower certifying that the requirements of this Agreement have been satisfied, not less than ten (10) Business Days prior to the date of such Transfer; provided, however, prior notice shall not be required in connection with any Transfers by any shareholders, investors, and any affiliate entities of Invesco Sponsor; provided, further however, prior notice shall not be required for a Permitted Transfer under subclause (b) of the definition but such notice shall be provided within thirty (30) days of such Permitted Transfer under subclause (b) of the definition. (ii) After giving effect to any Transfer, no change of Control shall occur with respect to Borrower, or Guarantor (other than a change of Control in the JV -136- Entity to Invesco JV Partner as permitted in the JV Agreement provided, however, such transfer shall be conditioned upon an Acceptable Replacement Guarantor from Invesco JV Partner or their Affiliate being put in place); (iii) Borrower and SPC Party shall each continue to be Special Purpose Bankruptcy Remote Entities; (iv) Borrower shall pay all reasonable, out-of-pocket costs and expenses of Administrative Agent in connection with such Permitted Transfer, including, without limitation, all fees and expenses of Administrative Agent’s counsel; (v) such transferee shall not be a Prohibited Person; (vi) each such Transfer shall be conditioned upon Borrower’s ability to, after giving effect to the equity transfer in question, (A) remake the representations contained herein relating to ERISA matters and the Patriot Act, OFAC and matters concerning Embargoed Persons, and (B) continue to comply with the covenants contained herein relating to ERISA matters and Prescribed Laws, and in each circumstance, to the extent such Transfer would cause the transferee, together with its Affiliates, to increase its direct or indirect interest in Borrower to an amount which equals or exceeds ten percent (10%), such Borrower shall deliver a duly executed certificate certifying to the same; (vii) prior to any Transfer, as a result of which (and after giving effect to such Transfer), more than forty-nine percent (49%) of the direct or indirect interests in Borrower shall have been transferred to a Person not owning at least forty-nine percent (49%) of the direct or indirect interests in Borrower prior to such Transfer, Borrower shall deliver to Administrative Agent a New Non-Consolidation Opinion with respect to the proposed Transfer, which New Non-Consolidation Opinion shall be reasonably acceptable to Administrative Agent; and (viii) in connection with any Transfer in which a Person that did not previously own twenty percent (20%) or more of the aggregate direct and/or indirect ownership interests (at any tier of ownership) in Borrower or Guarantor shall acquire such a twenty percent (20%) direct and/or indirect ownership interest (at any tier of ownership) in Borrower or Guarantor, Borrower shall, at least twenty (20) days before such Permitted Transfer, notify Administrative Agent of the proposed transfer and provide copies of all instruments effectuating such transfer, and any organizational documents that Administrative Agent shall require, and such other information as Administrative Agent shall reasonably request regarding the proposed transferee so as to conduct such background checks, investigations, Patriot Act, the U.S. Bank Secrecy Act, OFAC and other record searches as Administrative Agent shall reasonably (and any regulatory requirements and/or internal compliance, “know your customer” and/or committee requirements of Administrative Agent and any Lender, to the extent such internal requirements are applied on a non-discriminatory basis, shall be deemed reasonable) require (at Borrower’s sole cost and expense), and if Administrative Agent, within fifteen (15) days of receiving such notice from Borrower, sends a notice to Borrower that it has in good faith determined that such Transfer will result in a violation of its legal, regulatory or -137- internal organizational requirements, such Transfer shall not constitute a Permitted Transfer. IX. SECONDARY MARKET TRANSACTION Section 9.1 Sale of Loan. 9.1.1 Pursuant and subject to Section 11.25 hereof, a Lender shall have the right to (a) without the consent of Borrower, sell, finance or otherwise transfer the Loan (which shall include the aggregate funded and unfunded Commitment with respect to the Loan) or any portion thereof; provided, however, that, so long as no Event of Default is then existing, if the transferee of the Loan (or portion thereof) is not an Eligible Assignee, then Borrower’s consent shall be required with respect to any such sale, financing or other transfer of the Loan or any portion thereof, (b) issue or sell one or more participation interests in the Loan, or (c) issue mortgage pass– through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement secured by or evidencing ownership interests in the Note and the Mortgage; provided, however, that, so long as no Event of Default is then existing, Borrower’s consent shall be required with respect to any such securitization (which consent shall not be unreasonably withheld, conditioned or delayed) ((a), (b) and (c), collectively, “Secondary Market Transactions”). With respect to any approval of Borrower required under this Section 9.1.1, if Borrower fails to respond to a written request from Administrative Agent to Borrower for Borrower’s approval within ten (10) Business Days following Administrative Agent’s delivery of the materials required with respect thereto, Administrative Agent shall deliver a second notice to Borrower stating in bold uppercase letters at the top of such request “FINAL NOTICE -- TIME SENSITIVE RESPONSE REQUIRED WITHIN FIVE (5) BUSINESS DAYS OF RECEIPT, OR DEEMED APPROVAL WILL OCCUR” and if Borrower fails to respond to such second submission within such additional five (5) Business Day period, then such approval shall be deemed to have been given by Borrower. Notwithstanding anything to the contrary contained herein, without the need to comply with any formal or procedural requirements of this Agreement or any of the Loan Documents, notwithstanding any other provision set forth in this Agreement or any of the other Loan Documents, any Lender may at any time create a security interest in all or any portion of its rights under this Agreement and any other Loan Document (including, without limitation, the advances owing to it) in favor of (i) any Federal Reserve Bank, any Federal Home Loan Bank or the central reserve bank or similar authority of any other country to secure any obligation of Lender to such bank or similar authority (a “Central Bank Pledge”) or (ii) the trustee, administrator or receiver (or their respective nominees, collateral agents or collateral trustees) of a mortgage pool securing covered mortgage bonds issued by a German mortgage bank, or any other Person permitted to issue covered mortgage bonds, under German Pfandbrief legislation, as such legislation may be amended and in effect from time to time, on any substitute or successor legislation (a “Pfandbrief Pledge”). In the event that the interest of any Lender that is assigned in connection with a Central Bank Pledge or Pfandbrief Pledge is foreclosed upon and transferred to the pledge thereof, such Lender shall have no further liability hereunder with respect to the interest that was the subject of such transfer and the assignee shall be such Lender with respect to such interest. Each Lender shall not be required to notify Borrower of any Central Bank Pledge or Pfandbrief Pledge. -138- 9.1.2 If requested by a Lender, Borrower shall reasonably cooperate at no cost or expense to Borrower, except as set forth in Section 9.6, with such Lender in satisfying the market standards to which such Lender customarily adheres or which may be reasonably required in the marketplace in connection with any Secondary Market Transactions, including, without limitation, to: (a) (i) provide updated financial and other information with respect to the Property, Borrower, Guarantor or Manager, including any information reasonably required to permit any (proposed) Lender to comply with applicable Anti-Money Laundering Laws, (ii) provide updated budgets relating to the Property, and (iii) provide updated Appraisals, market studies, environmental reviews and reports (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (collectively, the “Updated Information”), together, if customary, with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to such Lender; (b) provide opinions of counsel, which may be relied upon by Administrative Agent such Lender and their respective successors, assigns and Participants customary in Secondary Market Transactions with respect to the Property, Borrower, Guarantor and Manager and their respective Affiliates, which counsel and opinions shall be reasonably satisfactory to such Lender; (c) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents (other than those made as of a specific date or modified as disclosed to such Lender) to the extent applicable; (d) execute amendments to the Loan Documents and Borrower’s organizational documents and such other documents reasonably requested by such Lender, including, without limitation, those documents required pursuant to Section 9.5 below; provided, however, that Borrower shall not be required to modify or amend any Loan Document if such modification or amendment would (i) change the stated maturity or the amortization of principal as set forth herein or in the Note, (ii) change the interest rate in a manner that would cause the weighted average of the interest rates for all components immediately after the effective date of such modification to be different than the interest rate of the original Note immediately prior to such modification (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.1.2, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (iii) alter the rights or increase the obligations or liabilities of Borrower or Guarantor under the Loan Documents in any non de minimis respect, (iv) subject to Section 9.5, modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower, or (v) require any additional collateral or the pledge of any interest in Borrower or any Affiliate; and (e) at any Lender’s request upon at least two (2) Business Days’ prior notice and during business hours, make such representatives of Borrower requested by such Lender available to meet with any to investors or prospective investors in any potential Secondary Market Transaction at Borrower’s offices;

-139- 9.1.3 A Lender may disclose to an assignee (or proposed assignee), Participant (or proposed Participant), underwriter, investor (or proposed investor), lender (or proposed lender), regulator or other Governmental Authority and their representatives (including, without limitation, any commission or agency established pursuant to a legislative act of the United States Congress, the New York State Assembly and/or the applicable legislative body of the state in which the Property is located), accountants, and/or attorneys, representatives or agents of any of the foregoing, any information relating to the Loan and any Person that is a party to a Loan Document; provided, however, that, prior to any such disclosure of non-public or confidential information, any such Person shall be advised of the confidentiality of any non-public or confidential information received by it and, except to the extent such Person is a Governmental Authority, required to maintain to confidentiality of such information. Section 9.2 [Reserved]. Section 9.3 Servicing. At the option of Administrative Agent, the Loan may be serviced by a servicer/trustee selected by Administrative Agent and Administrative Agent may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such servicer pursuant to a servicing agreement between Administrative Agent and servicer. Borrower shall pay or reimburse Administrative Agent for any fees, including without limitation, any special servicing fees as set forth in Section 11.13, charged by any servicer in connection with the servicing of the Loan; provided, however, that Borrower shall not be responsible for payment of any set-up fees or any other initial costs relating to or arising under such servicing agreement or any non-special servicing monthly servicing fee due to the servicer under such servicing agreement. Section 9.4 Register. Borrower hereby designates Administrative Agent to serve as a non- fiduciary agent of Borrower, solely for purposes of this Section 9.4, to maintain at one of its offices a register for the recordation of the names and addresses of each Lender, and the principal amount (and stated interest) of the Loans (or portions thereof) owing to and/or Future Advances to be funded by, each Lender pursuant to the terms hereof from time to time and each repayment with respect to the principal amount of the Loan of each Lender (the “Register”). Failure to make any such recordation, or any error in such recordation shall not affect Borrower’s, Administrative Agent’s or any Lender’s obligations in respect of the Loan. Without limiting the terms and provisions of Section 9.1 hereof, no assignment, sale, negotiation, pledge, hypothecation or other transfer of any part of any Lender’s interest in and to the Loan shall be effective until such Lender shall have provided Administrative Agent with written notice of such transfer and Administrative Agent shall have registered such assignee’s name and address in the Register. The entries in the Register shall be conclusive absent manifest error, and Borrower, Administrative Agent and each Lender shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent hereby agrees to indemnify Borrower and to hold Borrower harmless from any actions, suits, claims, demands, liabilities, losses, damages, obligations and actual costs and expenses which Borrower sustains or incurs as a consequence of Administrative Agent maintaining the Register, except to the extent such loss or expense is caused by Borrower’s fraud or willful misconduct. -140- (a) Participation Registry. Each Lender that sells a participation interest in the Loan shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in the Loan or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. (b) This Section 9.4, the Register and the Participant Register are intended to be construed so that the Note is at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations (or any other successor provision of such regulations). Section 9.5 Severance Documentation. Each Lender, without in any way limiting such Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right, at any time (whether prior to or after any Secondary Market Transaction) at no cost and expense to Borrower, except as set forth in Section 9.6, to require Borrower to execute and deliver “component” notes and/or one or more substitute notes evidencing the portion of the Loan held by such particular Lender (and the term “Note” as used in this Agreement and in all the other Loan Documents shall include all such component notes and/or substitute notes but shall exclude any Note replaced by the same), and/or modify the Loan in order to create one or more senior and subordinate notes (e.g., an A/B or A/B/C structure) or pari passu notes and/or one or more additional components of the Note or Notes (specifically excluding the implementation of a mezzanine loan structure secured by a pledge of direct and indirect ownership interests, which may require the creation of additional borrower entities), reduce the number of components of the Note or Notes, revise the interest rate for each component, reallocate the principal balances of the Notes and/or the components, eliminate the component structure and/or the multiple note structure of the Loan (including the elimination of the related allocations of principal and interest payments) or divide the Loan into one or more pari passu or mortgage component(s), provided that, in each case, (I) the Outstanding Principal Balance and the aggregate monthly payments required of each component immediately after the effective date of such modification equals the Outstanding Principal Balance and the aggregate monthly payments required on each component immediately prior to such modification, the weighted average of the interest rates for each component immediately after the effective date of such modification equals the interest rate of the applicable Note immediately prior to such modification (it being agreed that due to the differing interest rates of the Original Loan and the Aggregate Supplemental Loan, Borrower may be subject to an aggregate “rate creep” in connection with this Section 9.5. Also, prepayments or repayments of the Outstanding Principal Balance and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially pursuant to the terms hereof, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), -141- (II) Borrower’s obligations and liabilities are not increased and Borrower’s rights are not reduced, in each case other than to a de minimis extent and (III) such modifications do not amend any other economic or material terms of the Loan in a manner that is detrimental to Borrower. Subject to Section 9.1, at each Lender’s election, each note comprising the Loan may be subject separately to one or more Secondary Market Transactions. Each Lender shall have the right to modify the Note and any components in accordance with this Section 9.5 and, provided that such modification shall comply with the terms of this Section 9.5, such modification shall become immediately effective. If requested by Administrative Agent, Borrower shall promptly execute an amendment to the Loan Documents that is consistent with this Section 9.5 to evidence any such modification. Additionally, at Administrative Agent’s request (on behalf of any Lender), Borrower shall execute such amendments to Borrower’s organizational documents as may be reasonably requested by any Lender in order to effect a re-sizing of the Loan; provided that any such amendment does not increase the obligations or liabilities of Borrower or decrease any rights of Borrower other than to a de minimis extent. Borrower shall (1) use commercially reasonable efforts to cooperate with all reasonable written requests of any Lender in order to establish the “component” notes, and (2) execute and deliver such documents as shall be reasonably required by Administrative Agent in connection therewith, all in form and substance reasonably satisfactory to Borrower and Administrative Agent and the requesting Lender, including, without limitation, the severance of security documents if requested, provided, however, that Borrower shall not be required to modify or amend any Loan Document in connection with the creation of any such “component” notes, modification of the Loan or other transaction contemplated by this Section 9.5 if, in each case such modification or amendment would (i) change the weighted interest rate effective immediately prior to such modification, the stated maturity date or the amortization of principal as set forth herein or in the Notes (it being agreed that Borrower shall not be subject to any “rate creep” in connection with this Section 9.5, except that prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default and/or the application of Net Proceeds pursuant hereto may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change), (ii) alter the rights or increase the obligations or liabilities of Borrower or Guarantor under the Loan Documents other than to a de minimis extent, or (iii) modify or amend any other economic or other material term of the Loan in a manner that is detrimental to Borrower. In the event Borrower fails to respond to a request to execute and deliver such documents to a Lender within ten (10) Business Days following such written request by such Lender, Borrower hereby absolutely and irrevocably appoints any such Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower hereby ratifying all that such attorney shall do by virtue thereof. In connection with any Secondary Market Transaction, Lenders may enter into one or more agreements among themselves (each such agreement, a “Co-Lender Agreement”) pertaining to the distribution and application of payments and collections among the Lenders and the duties and obligations of Administrative Agent to the Lenders, including the obligations of Administrative Agent to obtain consent from the Lenders with respect to actions and decisions. In the event of any conflict between this Agreement and a Co-Lender Agreement pertaining to such matters, the Co- Lender Agreement shall control; provided that no Co-Lender Agreement shall increase any obligations or adversely affect any rights of Borrower other than to a de minimis extent. Lenders and Administrative Agent shall have no obligation to disclose any Co-Lender Agreement to -142- Borrower, and Borrower shall not be an intended beneficiary of or otherwise entitled to enforce any Co-Lender Agreement. Section 9.6 Secondary Market Transaction Expenses. In connection with any Secondary Market Transaction, severance or other transaction permitted pursuant to Sections 9.1 and/or 9.5 in each case occurring after the Closing Date, Borrower shall be responsible to pay for all cost and expenses incurred by Borrower in connection with such Secondary Market Transaction (including, without limitation, the costs and expenses of Borrower’s counsel) which, in the aggregate, do not exceed $10,000 (the “Borrower Transaction Cost Cap”); provided, however, Borrower shall not be responsible to reimburse Lender for Lender’s cost and expenses (including, without limitation, the costs and expenses of Lender’s counsel) which costs shall be paid by the Lender engaging in such transaction. Notwithstanding the foregoing, for the avoidance of doubt, any costs and expenses incurred in connection with any severance or other transaction in connection with Administrative Agent’s exercise of remedies in accordance with Section 10.2, including, without limitation, the costs of any severance in accordance with Section 10.2(e), shall be paid by Borrower and any such costs shall not be included for purposes of calculating the Borrower Transaction Cost Cap. X. DEFAULTS Section 10.1 Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”): (i) if (A) the payment due on the Maturity Date is not paid when due, (B) any monthly installment of principal and/or interest due under the Note is not paid when due and such failure continues for three (3) Business Days following the due date therefor, (C) any amount required to be deposited into the Reserve Funds is not paid when due and such failure continues for five (5) Business Days after such required deposit date, or (D) any other portion of the Debt is not paid when due and such non-payment referred to under this clause (D) continues for seven (7) Business Days following notice to Borrower that the same is past due and payable; (ii) if any of the Property Taxes or Other Charges are not paid within five (5) Business Days following the due date therefor (unless, with respect to Property Taxes, sufficient funds are on deposit with Administrative Agent pursuant to Section 6.2.1 hereof and not made available to Borrower for such purpose in violation of the Loan Documents); (iii) if the Policies are not kept in full force and effect, or if certified copies of the Policies are not delivered to Administrative Agent (unless sufficient Insurance Funds are on deposit with Administrative Agent pursuant to Section 6.3.1 hereof and not made available to Borrower for such purpose in violation of the Loan Documents), all as and when required pursuant to the terms hereof; (iv) if any representation or warranty made by any Borrower Party herein or in any other Loan Document, or in any report, certificate, financial statement or

-143- other instrument, agreement or document furnished to Administrative Agent by Borrower shall have been false or misleading in any material respect as of the date the representation or warranty was made, repeated or deemed repeated; provided, however, that if such representation or warranty which was false or misleading in any material respect is, by its nature, curable and is not reasonably likely (prior to or during the cure period specified in this clause (iv)) to have a Material Adverse Effect, and such representation and warranty was not, to the best of such Borrower Party’s knowledge, false or misleading in any material respect when made, then the same shall not constitute an Event of Default unless such Borrower Party has not cured the same promptly and in no event more than thirty (30) days after first obtaining actual knowledge of such breach, it being understood that Borrower hereby indemnifies and holds Administrative Agent and each Lender harmless from any actual losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) Administrative Agent may incur or suffer as a result of the permitted cure rights set forth in this clause (iv); (v) if any Borrower Party (1) shall make an assignment for the benefit of creditors, (2) shall not generally be paying its debts as they become due, or (3) has admitted in writing in any legal proceeding its inability to pay its debts (other than to or at the written request of Administrative Agent or servicer, to Borrower’s counsel or financial advisors, provided such statement is not made by Borrower to promote or encourage any Person to file an involuntary petition under the Bankruptcy Code, or unless Borrower or Guarantor, as applicable, is required or compelled by applicable law to make such admission); (vi) if a receiver, liquidator or trustee shall be appointed for any Borrower Party or if any Borrower Party shall be adjudicated as bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Borrower Party, or if any proceeding for the dissolution or liquidation of Borrower, or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by any Borrower Party, upon the same not being discharged, stayed or dismissed within ninety (90) days of commencement or appointment of the same, as applicable, it shall not be an Event of Default; (vii) if the Property becomes subject to any mechanic’s, materialman’s or other Lien (other than Permitted Encumbrances) other than a Lien for local real estate taxes and assessments not then due and payable and the Lien shall remain undischarged of record (by payment, bonding or otherwise) for a period of forty-five (45) days or uncontested pursuant to the terms of this Agreement; (viii) if any Borrower Party attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents; (ix) if any of the assumptions contained in the Non-Consolidation Opinion, or in any New Non-Consolidation Opinion delivered to Administrative Agent in -144- connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; provided, however, that such event shall not constitute an Event of Default if (A) the cause of such event was inadvertent, immaterial and non-recurring, (B) such violation is curable and Borrower cures such violation within ten (10) Business Days of notice of such violation, and (C) within ten (10) Business Days of the request by Lender, Borrower has caused its legal counsel to deliver an updated Non-Consolidation Opinion to the effect that such violation does not impair, negate or amend the opinions rendered in the Non-Consolidation Opinion delivered in connection with the closing of the Loan, which opinion shall be acceptable to Lender in its sole discretion; (x) (a) if Borrower breaches any covenant contained in 4.2.3, 4.2.6, 4.2.7, 4.2.8, 4.2.11 or 4.2.13, (b) if Borrower breaches any covenant in Section 4.2. (except those specifically set forth in (x)(a) above) which is not cured within ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day 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 one hundred twenty (120) days; (xi) if Borrower or any other SPC Party fails to be a Special Purpose Bankruptcy Remote Entity and such failure is not cured within ten (10) Business Days following written notice thereof; (xii) if Borrower or Guarantor fails to comply with the covenants as to the Patriot Act and OFAC as set forth in Section 4.1.1; (xiii) if Borrower breaches the covenants set forth in Section 4.1.6 hereof and such breach is not cured within ten (10) Business Days of Borrower receiving written notice of the same; (xiv) if one or more judgments or decrees shall be entered against (i) Borrower involving in the aggregate a liability in excess of $1,000,000, or (ii) against Guarantor (collectively, if applicable) involving in the aggregate a liability in excess of $5,000,000, and in either case, unless (x) the same shall have been vacated, bonded, satisfied or stayed pending appeal within sixty (60) days from the date of entry of such judgment or (y) Borrower shall have delivered to Administrative Agent evidence that such judgment or decree is fully covered by insurance, subject to deductible or self-retention amounts permitted by this Agreement; -145- (xv) the occurrence of a Transfer (other than a Permitted Transfer) or change of Control of a Restricted Party in violation of Section 8.2 hereof; provided, however, that (i) if such breach was inadvertent, immaterial and non-recurring, (ii) if such breach is curable and (iii) if the breach once cured would not result in a Material Adverse Effect, then such breach shall be an Event of Default hereunder only if such condition is not cured within ten (10) days of the first to occur of (A) Borrower’s knowledge of such breach or (B) written notice from Administrative Agent; it being understood that Borrower shall indemnify and hold Administrative Agent and each Lender harmless from any damage, loss, cost or expense Administrative Agent and/or any Lender incurs as a result of the permitted cure rights set forth in this subsection (xiv); (xvi) if any Borrower’s Requisition is fraudulently submitted by Borrower or in connection with any Future Advance for services performed or for materials used in or furnished for any construction or renovation costs in connection with Capital Expenditures Work or Tenant Improvement Work, as applicable; (xvii) if the Property shall be taken (other than as a result of a Condemnation in accordance with this Agreement), attached, sequestered on execution or other process of law in any action against Borrower; and such action is not stayed or bonded over in a manner acceptable to Administrative Agent within ten (10) Business Days thereof, or is not capable of being bonded over or stayed in a manner acceptable to Administrative Agent; (xviii) [reserved]; (xix) any failure of Borrower to maintain an Interest Rate Protection Agreement in accordance with the terms hereof that is not cured within ten (10) Business Days; (xx) [reserved]; (xxi) if any Loan Documents shall fail to be in full force and effect to give Administrative Agent the Liens, rights, powers and privileges purported to be created thereby (provided, however, if such deficiency is susceptible of cure, this shall not be an Event of Default if Borrower shall execute and deliver any applicable replacement document(s) required to correct such deficiency (and cause reputable counsel to provide to Administrative Agent a due authorization, execution and enforceability opinion with respect to such replacement documents) within five (5) Business Days of demand thereof (or receipt of Administrative Agent’s notice to Borrower of such deficiency); and (xxii) if Borrower or Guarantor: (a) shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement or the other Loan Documents not specified in subsections (i) through (xxi) above beyond any applicable notice and cure period, or -146- (b) shall breach any representation, warranty or covenant under any Loan Document beyond the applicable cure period, or if no cure period is stated, for ten (10) days after written notice to Borrower from Administrative Agent, 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 Administrative Agent in the case of any other Default (unless such other non-monetary Default results from the death or incapacity of an Individual Guarantor, in which case, such period shall be forty-five (45) days); provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period or forty-five (45) day period, as applicable, and provided, further, that Borrower or Guarantor shall have commenced to cure such Default within such thirty (30) day period or forty-five (45) day period, as applicable, and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period or forty-five (45) day period, as applicable, shall be extended for such time as is reasonably necessary for Borrower or Guarantor in the exercise of due diligence to cure such Default, such additional period not to exceed ninety (90) days. With respect to an Event of Default under any Loan Document that is specific to the Guarantor (whether resulting from a bankruptcy of Guarantor, a failure of Guarantor to satisfy the Guarantor Financial Covenants or any other Guarantor financial covenants set forth in any Loan Documents, or any other event specific to Guarantor) (a “Guarantor Event of Default”), then such Guarantor Event of Default same shall not be an Event of Default if, within ten (10) days of the Guarantor Event of Default, as applicable, Borrower identifies an additional Guarantor(s) (which additional Guarantor(s) shall be a Person (i) with a direct or indirect ownership and control interest in Borrower, (ii) is otherwise acceptable to Administrative Agent in its sole discretion, and (iii) who shall assume all of the obligations of the defaulting Guarantor under the Guaranties within thirty (30) days of the notice from Administrative Agent of the Guarantor Event of Default together with a due execution and enforceability opinion with respect to such additional Guarantor(s) in form and substance reasonably acceptable to Administrative Agent (an “Acceptable Replacement Guarantor”), it being understood that the defaulting Guarantor(s) shall not be released of its obligations under the Guaranties until the Debt has been paid in full. Invesco JV Partner or their Affiliate, shall be deemed to be an Acceptable Replacement Guarantor acceptable to Administrative Agent under clause (ii) above provided (x) it satisfies the Guarantor Financial Covenants and (y) it satisfies Administrative Agent’s then-existing “know your customer” obligations and OFAC requirements and such Person is not a Prohibited Person. (b) Upon the occurrence and during the continuance of an Event of Default and at any time thereafter Administrative Agent may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Administrative Agent deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Administrative Agent may enforce or

-147- avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (v) or (vi) of Section 10.1 above with respect to Borrower and/or SPC Party only, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding. Section 10.2 Remedies. (a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Administrative Agent against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Administrative Agent at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Administrative Agent shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Property. Any such actions taken by Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Administrative Agent may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Administrative Agent permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) Administrative Agent is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Administrative Agent shall remain in full force and effect until Administrative Agent has exhausted all of its remedies against the Property and the Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full. (b) With respect to Borrower and the Property, nothing contained herein or in any other Loan Document shall be construed as requiring Administrative Agent to resort to the Property for the satisfaction of any of the Debt in any preference or priority, and Administrative Agent may seek satisfaction out of the Property, or any part thereof, in its absolute discretion in respect of the Debt. (c) In addition to all remedies conferred it by law and by the terms of this Agreement and the other Loan Documents, upon the occurrence and during the continuance of an Event of Default, Administrative Agent may pursue any one or more of the following remedies concurrently or successively, on its own or through a court appointed receiver, it being the intent hereof that none of such remedies shall be to the exclusion of any other, and with full rights to reimbursement from Borrower (without any limitation of the rights Administrative Agent or Lender may have under the Guaranties): (i) take possession of the Property and complete any construction work at the Property, including, without limitation, the right to avail itself of and procure performance of existing contracts or let any contracts with the same contractors or others and to employ watchmen to protect such Property from injury. Without restricting the -148- generality of the foregoing and for the purposes aforesaid to be exercised during the existence and continuance of an Event of Default, Borrower hereby appoints and constitutes Administrative Agent its lawful attorney-in-fact with full power of substitution to complete any construction work at the Property in the name of Borrower; (ii) except as set forth herein, use Reserve Funds to complete any construction work at the Property; (iii) retain or employ new general contractors, subcontractors, architects, engineers and inspectors as shall be required for said purposes; to pay, settle or compromise all existing bills and claims which may be liens or security interests, or to avoid such bills and claims becoming liens against the Property, or as may be necessary or desirable for the completion of any construction work at the Property or for the clearance of title to such Property; (iv) execute all applications and certificates in the name of Borrower which may be required by, and in accordance with, any of the contracts or agreements; (v) prosecute and defend all actions or proceedings in connection with any construction work at the Property; and (vi) take any action and require such performance as it deems necessary to be furnished hereunder and to make settlements and compromises with the surety or sureties thereunder, and in connection therewith, to execute instruments of release and satisfaction. (d) Upon the occurrence and continuance of an Event of Default, Administrative Agent shall have the right from time to time to partially foreclose the Mortgage in any manner and for any amounts secured by the Mortgage then due and payable as determined by Administrative Agent in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace, notice and cure period in the payment of one or more scheduled payments of principal and interest, Administrative Agent may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Administrative Agent elects to accelerate less than the entire Outstanding Principal Balance of the Loan, Administrative Agent may foreclose the Mortgage to recover so much of the principal balance of the Loan as Administrative Agent may accelerate and such other sums secured by the Mortgage as Administrative Agent may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered. (e) In connection with the exercise of remedies after the occurrence and during the continuance of an Event of Default, Administrative Agent shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Administrative Agent shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Administrative Agent from time to time, promptly after the written request of Administrative -149- Agent, a severance agreement and such other documents as Administrative Agent shall reasonably deem necessary in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Administrative Agent. Following the occurrence and during the continuation of an Event of Default, Borrower hereby absolutely and irrevocably appoints Administrative Agent as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Administrative Agent shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Administrative Agent of Administrative Agent’s intent to exercise its rights under such power. Borrower shall not be obligated to pay any costs or expenses of Borrower, Administrative Agent or any other party incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date. The Severed Loan Documents shall not increase Borrower’s or Guarantor’s obligations or decrease Borrower’s or Guarantor’s rights under the Loan Documents other than to a de minimis extent or amend the economic terms of the Loan Documents; provided, however, prepayments or repayments of the Outstanding Principal Balance after the occurrence of an Event of Default or resulting from the application of Net Proceeds may be applied to the components of the Note sequentially, starting with the most senior component, and, as a result thereof, the weighted average interest rate payable under the Loan may change. (f) Any amounts recovered from the Property or any other collateral for the Loan after an Event of Default may be applied by Administrative Agent toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Administrative Agent in its sole discretion shall determine. Section 10.3 Right to Cure Defaults. Following the occurrence and during the continuation of an Event of Default, Administrative Agent may, but without any obligation to do so and without notice to or demand on Borrower (except as otherwise provided in any of the Loan Documents and/or required by applicable Legal Requirements) and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Administrative Agent may deem necessary. Upon reasonable advance written notice to Borrower and subject to rights of Tenants under the Leases, and following the occurrence and during the continuation of an Event of Default, Administrative Agent is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 10.3, shall constitute a portion of the Debt and shall be due and payable to Administrative Agent upon demand. All such costs and expenses incurred by Administrative Agent in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to -150- Administrative Agent. All such costs and expenses incurred by Administrative Agent together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Administrative Agent under the Loan Documents and shall be promptly due and payable following written demand by Administrative Agent therefor. Section 10.4 Remedies Cumulative. The rights, powers and remedies of Administrative Agent under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Administrative Agent may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Administrative Agent’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Administrative Agent may determine in Administrative Agent’s sole discretion. No delay or omission to exercise any remedy, right or power accruing during the continuance of an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon. XI. MISCELLANEOUS Section 11.1 Successors and Assigns. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower and Administrative Agent, for the benefit of Lenders, as applicable, shall inure to the benefit of the respective legal representatives, successors and assigns of Administrative Agent, for the benefit of Lenders and Borrower, as applicable. Section 11.2 Administrative Agent’s Discretion. Whenever pursuant to this Agreement Administrative Agent exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Administrative Agent, the decision of Administrative Agent to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Administrative Agent and shall be final and conclusive. Whenever pursuant to this Agreement Administrative Agent’s right to approve or disapprove is to be reasonably exercised, or any arrangement or term is to be reasonably satisfactory to Administrative Agent, Administrative Agent’s approval shall not be unreasonably withheld, conditioned or delayed. Section 11.3 Governing Law. (a) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING

-151- 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 CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, PRIORITY AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS (OTHER THAN WITH RESPECT TO LIENS AND SECURITY INTERESTS IN PROPERTY WHOSE PERFECTION AND PRIORITY IS COVERED BY ARTICLE 9 OF THE UCC (INCLUDING, WITHOUT LIMITATION, THE ACCOUNTS) WHICH SHALL BE GOVERNED BY THE LAW OF THE JURISDICTION APPLICABLE THERETO IN ACCORDANCE WITH SECTIONS 9-301 THROUGH 9-307 OF THE UCC AS IN EFFECT IN THE STATE OF NEW YORK) SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW EXCEPT AS SPECIFICALLY SET FORTH ABOVE. (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT, ANY LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT ADMINISTRATIVE AGENT’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT: -152- Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112-0015 Attention: Ross A. Honig, Esq. AS ITS AUTHORIZED AGENT TO TAKE, RECEIVE AND FORWARD PROCESS ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. Section 11.4 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances. Section 11.5 Delay Not a Waiver. Neither any failure nor any delay on the part of Administrative Agent in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement or any other Loan Document, Administrative Agent shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Administrative Agent shall have the right to waive or reduce any time periods that Administrative Agent is entitled to under the Loan Documents in its sole and absolute discretion. -153- Section 11.6 Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing sent by registered or certified mail, postage prepaid, return receipt requested, e-mail (with electronic confirmation of receipt), provided that such notice is also delivered by overnight mail or hand-delivered no later than the next Business Day, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 11.6. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is so mailed by registered or certified mail, (b) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), (c) upon receipt of electronic confirmation if delivered by e-mail and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows: If to Administrative Agent: Deutsche Pfandbriefbank AG Parkring 28 85748 Garching, Germany Attention: Karsten Imhoff with a copy to: King & Spalding LLP 1185 Avenue of the Americas New York, New York 10036 Attention: Elizabeth A. Gable, Esq. If to Borrower: 110 William Property Investors III, LLC c/o Pacific Oak Capital Advisors LLC 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Attention: Brian Ragsdale with a copy to: Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, California 92626 Attention: Scott A. Morehouse, Esq. And to: Invesco CMI 110 William Investments, LLC c/o Invesco Real Estate 2001 Ross Avenue, Suite 3400 Dallas, Texas 75201 Attention: Susan Mitchell and Asset Manager for 110 William -154- And to: Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, Florida 33131 Attention: Richard J. Giusto, Esq. Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days’ written notice of such change to the other parties in accordance with the provisions of this Section 11.6. Notices shall be deemed to have been given on the date as set forth above, even if there is an inability to actually deliver any such Notice because of a changed address of which no Notice was given, or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Section 11.7 Trial by Jury. BORROWER, ADMINISTRATIVE AGENT AND EACH LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, ADMINISTRATIVE AGENT AND EACH 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 SECTION IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER. Section 11.8 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 11.9 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

-155- (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. As used in this Section 11.9, the following terms have the following meanings ascribed thereto: “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament (as amended from time to time) and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from -156- time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. Section 11.10 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Section 11.11 Preferences. Upon the occurrence and during the continuance of an Event of Default, Lenders shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Administrative Agent, for the benefit of Lenders, 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 Administrative Agent, for the benefit of Lenders. Section 11.12 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Administrative Agent except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Administrative Agent to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Administrative Agent with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Administrative Agent to Borrower. Section 11.13 Claims Against Administrative Agent and Lender; Remedies of Borrower. Neither Administrative Agent nor any Lender shall be in default under this Agreement, or under any of the other Loan Documents, unless a written notice specifically setting forth the claim of Borrower shall have been given to Administrative Agent and each Lender within twelve (12) months after Borrower first had knowledge of the occurrence of the event that Borrower alleges gave rise to such claim and Administrative Agent does not remedy or cure the default, if any there be, promptly thereafter. Borrower waives any claim, set-off or defense against Administrative Agent arising by reason of any alleged default by Administrative Agent as to which Borrower does not give such notice timely as aforesaid. Borrower acknowledges that such waiver is or may be essential to Administrative Agent’s ability to enforce Administrative Agent’s remedies without delay and that such waiver therefore constitutes a substantial part of the bargain between Borrower and Administrative Agent with respect to the Loan. -157- Section 11.14 Expenses; General Indemnity; Mortgage Tax Indemnity; ERISA Indemnity. (a) Subject to Section 9.6 and 13.11 or otherwise expressly set forth in this Agreement, Borrower shall pay or, if Borrower fails to pay, reimburse Administrative Agent and each Lender upon receipt of written notice from Administrative Agent or any Lender, for all reasonable out-of-pocket costs and expenses (including reasonable, out of pocket attorneys’ fees and disbursements) incurred by Administrative Agent and/or Lenders in connection with (i) the ongoing performance of and compliance with agreements and covenants of Borrower and Guarantor contained in this Agreement and the other Loan Documents, including, without limitation, confirming compliance with environmental and insurance requirements (but excluding monthly servicing fees due to any servicer under any servicing agreement); (ii) Administrative Agent and/or Lender’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 (other than monthly servicing fees due to any servicer under any servicing agreement); (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower (other than as set forth in Article IX); (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Administrative Agent and/or Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Administrative Agent, for the benefit of Lenders 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 or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; (vi) enforcing any obligations of or collecting any payments due from Borrower and Guarantor under this Agreement, the other Loan Documents or with respect to the Property; (vii) following the transfer of the Loan to “special servicing” after an Event of Default or written notice from Borrower or its Affiliate that an Event of Default is imminently likely to occur, any “special servicing” fees (other than as set forth in Article IX); and (viii) any cost or expense relating to a restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or of any insolvency or bankruptcy proceedings (including, without limitation, loan servicing or special servicing fees, loan advances, and “work-out” and/or liquidation fees); provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Administrative Agent and/or Lender. Any costs due and payable to Administrative Agent and/or Lender may be paid to Administrative Agent and/or Lender pursuant to the Cash Management Agreement. Notwithstanding anything to the contrary in any of the Loan Documents, reasonable, out-of-pocket cost shall include for all purposes Administrative Agent and/or Lender’s internal costs of review, such as an appraisal reviews, cost analysis reviews, inspection reviews and environmental reviews, to the extent the same are not materially more costly than corresponding market rates for such services. In addition to the amounts set forth above, Borrower shall pay to Administrative Agent, in equal monthly installments, a loan administration fee equal to $30,000 per annum. (b) Borrower shall indemnify, defend and hold harmless Administrative Agent, each Lender and their respective officers, directors, agents, employees (and the successors -158- and assigns of the foregoing) (each, a “Indemnified Party”) from and against any and all Losses (including, without limitation, the reasonable, out of pocket fees and disbursements of counsel for the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened), other than special, treble, consequential or punitive damages (except to the extent required to be paid by Administrative Agent and/or Lender to any third party), that may be imposed on, incurred by, or asserted against the Indemnified Parties in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Indemnified Parties hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Indemnified Party. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Parties. (c) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Indemnified Party from and against any and all Losses imposed upon or incurred by or asserted against any Indemnified Party and directly or indirectly arising out of (i) any tax (other than Excluded Taxes) on the making and/or recording of the Mortgage, the Note or any of the other Loan Documents, or (ii) any transfer taxes (other than Excluded Taxes) incurred in connection with a foreclosure of the Mortgage by Administrative Agent or its designee (on behalf of the Lenders) and any subsequent transfer of the Property by Administrative Agent or its designee; provided, however, that Borrower shall not have any obligation to the Indemnified Parties hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Indemnified Party. (d) Borrower shall, at its reasonable cost and expense, protect, defend, indemnify, release and hold harmless each Indemnified Party from and against any and all Losses (including, without limitation, reasonable, out of pocket attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any non-exempt prohibited transaction, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Administrative Agent’s sole reasonable discretion) that Administrative Agent may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.10 of this Agreement; provided, however, that Borrower shall not have any obligation to the Indemnified Parties hereunder to the extent that such Indemnified Liabilities arise from or are exacerbated by the gross negligence, illegal acts, fraud or willful misconduct of any Indemnified Party. (e) The indemnification obligations of Borrower under this Section 11.13 shall survive the repayment of the Loan. Section 11.15 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

-159- Section 11.16 Offsets, Counterclaims and Defenses. Any permitted assignee of a Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower. Section 11.17 No Joint Venture or Partnership; No Third-Party Beneficiaries. (a) Borrower, Administrative Agent and each Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy in common, or joint tenancy relationship between Borrower, Administrative Agent and each Lender nor to grant Administrative Agent or any Lender any interest in the Property other than that of mortgagee, beneficiary or lender. (b) This Agreement and the other Loan Documents are solely for the benefit of Administrative Agent, each Lender and Borrower and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Administrative Agent, each Lender and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of a Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of such Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that such Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by such Lender if, in such Lender’s sole discretion, such Lender deems it advisable or desirable to do so. Section 11.18 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, Administrative Agent, each Lender, or any of their Affiliates shall be subject to the prior approval of Administrative Agent, not to be unreasonably withheld conditioned or delayed. All news releases, publicity or advertising by Administrative Agent or any Lender or their respective Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, Borrower or any of their Affiliates shall be subject to the prior approval of Borrower, not to be unreasonably withheld conditioned or delayed. Section 11.19 Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s members or partners and -160- others with interests in Borrower, and of the Property, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Administrative Agent under the Loan Documents to a sale of the Property for the collection of the Debt without any prior or different resort for collection or of the right of Administrative Agent to the payment of the Debt out of the net proceeds of the Property in preference to every other claimant whatsoever. Section 11.20 Waiver of Setoff. Borrower hereby irrevocably waives the right to assert any counterclaim (except compulsory counterclaims) in any action or proceeding brought against it by Administrative Agent or any Lender or their respective agents or otherwise to offset any obligation to make the payments required by the Loan Documents. Section 11.21 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Administrative Agent or any Lender or any parent, subsidiary or Affiliate of Administrative Agent or any Lender. No Lender shall be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Administrative Agent or any Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Administrative Agent’s or any Lender’s exercise of any such rights or remedies. Borrower acknowledges that Administrative Agent and the Lenders engage in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates. Section 11.22 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower shall indemnify, defend and hold Indemnified Parties harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Indemnified Party’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower, Administrative Agent or any Lender in connection with the transactions contemplated herein. The provisions of this Section 11.21 shall survive the expiration and termination of this Agreement and the payment of the Debt. -161- Section 11.23 Exculpation. Subject to the qualifications below, Administrative Agent shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Mortgage or the other Loan Documents by any action or proceeding wherein a money judgment or any deficiency judgment or other judgment establishing personal liability shall be sought against any Borrower Party, except that Administrative Agent may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Administrative Agent to enforce and realize upon its interest under the Note, this Agreement, the Mortgage and the other Loan Documents, or in the Property, the Rents, or any other collateral given to Administrative Agent pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Rents and in any other collateral given to Administrative Agent, for the benefit of Lenders, and Administrative Agent and Lenders, by accepting the Note, this Agreement, the Mortgage and the other Loan Documents, shall not sue for, seek or demand any deficiency judgment against Borrower or any Borrower Party, in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Mortgage or the other Loan Documents. The provisions of this Section 11.22 shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Administrative Agent to name Borrower as a party defendant in any action or suit for foreclosure and sale of the Property under the Mortgage; (c) affect the validity or enforceability of any indemnity, guaranty, or similar instrument made in connection with the Loan or any of the rights and remedies of Administrative Agent thereunder; (d) impair the right of Administrative Agent to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Leases; (f) impair the right of Administrative Agent to enforce the provisions of any Guaranty; (g) constitute a prohibition against Administrative Agent to seek a deficiency judgment against Borrower solely in order to fully realize on any security given by Borrower in connection with the Loan or to commence any other appropriate action or proceeding in order for Administrative Agent to exercise its remedies against such security; or (h) constitute a waiver of the right of Administrative Agent to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any actual Losses incurred by Administrative Agent and/or any Lender (including out-of-pocket attorneys’ fees and costs reasonably incurred, but excluding special, treble, consequential or punitive damages (except to the extent required to be paid by Administrative Agent and/or Lender to any third party) arising out of or in connection with the following: (a) willful misconduct, fraud or material misrepresentation by a Borrower Party in connection with the Loan; (b) misappropriation or conversion by Borrower of (A) Net Proceeds paid by reason of any loss, damage or destruction to the Property, (B) Awards received in connection with a Condemnation, (C) any Rents or Gross Revenue of any nature, (D) any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Administrative Agent, for the benefit of Lenders, in accordance with the Loan Documents (E) any Reserve Funds or Working Capital Funds or any funds held by Administrative Agent by or on behalf of Borrower under the Loan Documents or (F) any other funds due to Administrative Agent or any Lender, or any other Person, by Borrower under the Loan Documents; -162- (c) any intentional material physical waste to all or any portion of the Property, except to the extent that (i) cash flow from the Property is insufficient to prevent such waste or (ii) Administrative Agent was required to under the Loan Documents and failed to make Excess Cash Flow available to Borrower during a Cash Trap Period; (d) removal of any portion of a Property or Improvements by any Borrower Related Party in violation of the Loan Documents during the continuance of an Event of Default; (e) forfeiture by Borrower of the Property, or any portion thereof, because of the conduct of criminal activity by any Borrower Party or any officer, director, manager, agent or employee of any of the foregoing, and any Person acting at the direction of any of the foregoing; (f) failure beyond applicable grace notice and cure periods of Borrower to (A) obtain and maintain the Policies required to be obtained and maintained in accordance with the provisions of the Loan Documents, and/or (B) pay when due any and all Insurance Premiums required to be paid in connection therewith until such time as Borrower is no longer the owner of all or any portion of the Property, in each case, except to the extent that the cash flow from the Property is insufficient to pay such amounts, or to the extent that there are sufficient Insurance Funds on deposit in the Insurance Reserve Account allocated to pay such amounts and Administrative Agent fails to permit the release of such amounts in violation of Section 6.3.1, and Borrower gives Administrative Agent written notice of such insufficiency at least 30 days’ prior to the date such amounts first become due and payable; (g) subject to Borrower’s right to contest the following in accordance with the terms and conditions of the Loan Documents, failure by Borrower to pay when due any and all Taxes and Other Charges, in each case, except to the extent that the cash flow from the Property is insufficient to pay such amounts, or to the extent that there are sufficient Tax Funds on deposit in the Tax Reserve Account allocated to pay such amounts and Administrative Agent fails to permit the release of such amounts in violation of Section 6.2.1, (h) any material breach by Borrower of the covenants contained in this Agreement or the other Loan Documents relating to the requirement that Borrower shall be a Special Purpose Bankruptcy Remote Entity (other than requirements related to Borrower’s solvency, maintenance of adequate capital, or failure to pay debts to the extent that the cash flow from the Property is insufficient to pay the same); (i) unless a court of competent jurisdiction issues a non-appealable final judgment in favor of Borrower or Guarantor, as applicable, in such action, all out-of-pocket costs and expenses (including, without limitation, attorneys’ fees and costs) incurred by Administrative Agent and/or Lender in connection with the interference, whether direct or indirect, by Borrower, any Guarantor or any of their respective Affiliates, with Administrative Agent’s or Lender’s exercise of rights or remedies under the Loan Documents (including any foreclosure action or sale) in accordance with the Loan Documents, whether by making any motion, bringing any counterclaim, claiming any defense, seeking any injunction or other restraint, commencing any action seeking to consolidate any such foreclosure or other enforcement with any other action or otherwise; or

-163- (j) any failure to pay mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage. Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Administrative Agent and the Lenders shall not be deemed to have waived any right which Administrative Agent and the Lenders may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lenders in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event that (each, a “Springing Recourse Event”): (i) Borrower files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (ii) any Borrower Related Party solicits or causes to be solicited petitioning creditors for the filing by any Person(s) of any involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law or an involuntary petition is filed against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law by any Person with which any Borrower Related Party colludes or otherwise assists Person; (iii) any Borrower Related Party files an answer consenting to, or otherwise acquiescing in, or joining in any involuntary petition filed against Borrower, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency Law (other than a petition filed against Borrower and/or SPC Party by Lender); (iv) any Borrower Related Party consents to or join in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property or colludes with or otherwise assists any Person in filing such an application (other than an application by Lender in connection with the enforcement of Lender’s remedies under the Loan Documents; (v) Borrower makes an assignment for the benefit of creditors or admits in any legal proceeding, its insolvency or inability to pay its debts as they become due (provided, that if Borrower is required by applicable law to admit the same in a legal proceeding and Borrower is in fact insolvent, then such admission, in and of itself, shall not be a Springing Recourse Event); (vi) Borrower or any Guarantor or any other Borrower Party shall contest, or direct any other Person to contest, the validity or enforceability of the Loan Documents and/or shall assert any defense (other than defenses that are raised by Borrower or Guarantor in good faith that are not frivolous as determined by a court of competent jurisdiction), in each case, for the sole purpose of delaying, hindering or impairing Administrative Agent or Lender’s rights or remedies under the Loan Documents, unless a -164- court of competent jurisdiction issues a non-appealable final judgment in Borrower’s or Guarantor’s favor in such action; (vii) Borrower fails to obtain Administrative Agent’s prior written consent to any Transfer of all or any portion of the Property or any direct or indirect interest (of any form of ownership) in Borrower, in each case other than a Permitted Transfer; (viii) Borrower fails to obtain Administrative Agent’s prior written consent to any Indebtedness (other than Permitted Indebtedness) or Lien (other than Permitted Encumbrances) encumbering the Property or any direct interest (of any form of ownership) in the Property or in Borrower if such Lien was filed by, or such filing was affirmatively approved or acquiesced to by, a Borrower Party; and (ix) the breach of any covenant contained herein relating to the requirement that Borrower and SPC Party shall each be a Special Purpose Bankruptcy Remote Entity if Borrower or SPC Party, as a result thereof, is subsequently substantively consolidated with any other Person. Section 11.24 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, are superseded by the terms of this Agreement and the other Loan Documents. Section 11.25 [Reserved]. Section 11.26 Assignments and Participations. (a) Subject to the terms of Article 9 hereof, a Lender may consummate a Secondary Market Transaction without the consent of any Person. (b) Subject to the terms of Article 9 hereof, a Lender may, in connection with any Secondary Market Transaction disclose to the assignee or Participant or proposed assignee or participant, as the case may be, any information relating to Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to such Lender by or on behalf of Borrower or any of its Affiliates. (c) Upon any assignment of all or any portion of the Loan and the assumption of the obligations of the assignor arising under the Loan Documents, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such assignment, thereafter have the rights and obligations of a Lender under this Agreement. For the avoidance of doubt, a Participant shall not be considered to be an assignee for purposes of this Section 11.25(c). (d) Borrower agrees that each Participant shall be entitled to the benefit of Section 2.5 (subject to the requirements and obligations therein, including the requirements under Section 2.6 (it being understood that the documentation required under Section 2.6 shall be delivered to the participating Lender)); provided that Participant shall not be entitled to receive any greater payment under Section 2.5, with respect to any participation, than its participating Lender would have been entitled to receive. -165- (e) Notice of any assignment and assumption of all or any portion of the Loan and the name, address and contract information of the assignee shall be promptly provided to Administrative Agent upon the effectiveness of such assignment and assumption and upon receipt of such notice, Administrative Agent shall promptly notify Borrower of such assignment. Section 11.27 Set-Off. In addition to any rights and remedies of Administrative Agent provided by this Agreement and by law, Administrative Agent shall have the right, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Administrative Agent or any Affiliate thereof to Borrower. Administrative Agent agrees promptly to notify Borrower after any such set-off and application made by Administrative Agent. Section 11.28 REOC Status. Borrower is a “real estate operating company” (a “REOC”) as defined in the Department of Labor regulations, located at 29 C.F.R. Section 2510.3-101 and shall at all times qualify as a REOC. Borrower will provide any additional information reasonably requested by Administrative Agent to confirm Borrower’s REOC status. Section 11.29 Delegation By Lenders; Lenders’ Consultation and Information Right. (a) Borrower acknowledges and agrees that one or more direct or indirect members of one more Lenders intend to qualify as a “venture capital operating company” as defined in the Department of Labor regulations, located at 29 C.F.R. Section 2510.3-101 (a “VCOC”). Accordingly, Borrower acknowledges and agrees that the approval, consent and inspection rights reserved to such Lenders in this Agreement may be exercised directly by a VCOC and that the exercise of such rights by a VCOC shall be treated as a direct exercise of such rights by the Lender. (b) Administrative Agent, on behalf of such Lenders, shall have the right to: (i) consult with and advise Borrower regarding the business operation and management of the Borrower and the Property and the financial and other condition of Borrower or the Property; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Administrative Agent having the right to call special meetings at any reasonable times; (ii) receive notice from Borrower of any material development affecting Borrower or the Property and consult with Borrower with respect to such matter; -166- (iii) request from Borrower such forecasts, projections and other financial and business data as reasonably required by Administrative Agent; (iv) from time to time upon reasonable notice examine the books and records of Borrower at the office of the Borrower (or other person maintaining them) and to make such copies or extracts thereof as Administrative Agent shall desire, at such Lenders’ expense; (v) the right, in accordance with the terms of this Agreement, to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; (vi) the right, without restricting any other rights of Administrative Agent, on behalf of the Lenders, under this Agreement (including any similar right), to restrict financing to be obtained with respect to the Property so long as any portion of the Debt remains outstanding; (vii) the right, without restricting any other right of Administrative Agent, on behalf of the Lenders, under this Agreement or the other Loan Documents (including any similar right), to restrict, upon the occurrence of an Event of Default, Borrower’s payments of management, consulting, director or similar fees to Affiliates of Borrower from the Rents; (viii) the right, without restricting any other rights of Administrative Agent, on behalf of the Lenders, under this Agreement (including any similar right), to approve any operating budget and/or capital budget of Borrower; (ix) the right, without restricting any other rights of Administrative Agent, on behalf of the Lenders, under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of Property); and (x) the right, without restricting any other rights of Administrative Agent, on behalf of the Lenders, under this Agreement (including any similar right), to restrict the transfer of interests in Borrower held by its members, and the right to restrict the transfer of interests in such member, except for any transfer that is a Permitted Transfer. (c) rights described above may be exercised directly or indirectly by any Person that owns substantially all of the ownership interests in any Lender. The provisions of this Section are intended to satisfy the requirement of management rights for purposes of the Department of Labor “plan assets” regulation 29 C.F.R., Section 2510.3-101. Section 11.30 Reconveyance. Upon the payment in full of the Debt, the Debt under the Building Loan Agreement and the Debt under the Supplemental Building Loan Agreement in cash, Administrative Agent shall, upon the written request and at the expense of Borrower (for payment of the actual out-of-pocket fees and expenses of Administrative Agent’s counsel to prepare necessary assignments and/or satisfactions), use commercially reasonable efforts to deliver an

-167- assignment of the Mortgage, the Building Loan Mortgage and the Supplemental Upsize Building Loan Mortgage and an allonge to each Note, Building Loan Note and the Supplemental Upsize Building Loan Note together with such Note, Building Loan Note and the Supplemental Upsize Building Loan Note (or an affidavit of lost note) in lieu of a release or satisfaction thereof, provided that other than containing a representation (A) that Administrative Agent or any Lender shall not have previously transferred its rights under this Security Instrument or the Note, (B) that Administrative Agent and each Lender’s interest therein is not currently encumbered, (C) that the signatory is authorized to execute and deliver such assignment on behalf of Administrative Agent, and (D) of the outstanding principal balance of the notes, the instrument of assignment shall be without representation or warranty by, or recourse to, Administrative Agent or any Lender, in any event whatsoever, and without limitation of the foregoing, Administrative Agent shall have no obligation to execute a Section 275 Affidavit (whether as a separate affidavit or part of the instrument of assignment). Section 11.31 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement or any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and (b) the effects of any Bail-in Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability; (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or (iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority. As used in this Section 11.30, the following terms have the following meanings ascribed thereto: “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution. -168- “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament (as amended from time to time) and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule. “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent. “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway. “EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution. “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. XII. [RESERVED] XIII. ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS Section 13.1 Appointment; Nature of Relationship. Administrative Agent is hereby appointed by each Lender as its sole and exclusive contractual representative hereunder and under each other Loan Document, and each Lender irrevocably authorizes Administrative Agent to act as the sole and exclusive contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents; provided, however, that in the event Borrower or Guarantor (or any Affiliate of Borrower or Guarantor) shall at any time hold any portion of the Loan (notwithstanding the fact that any assignments or participations to any such Person shall be null and void under Section 13.24 below and shall have no effect whatsoever), Administrative Agent shall not take into account or otherwise consider the interests of any such Person in connection with its actions hereunder. Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Article 13. Notwithstanding the use of the defined term “Administrative Agent,” it is expressly understood and agreed that Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that -169- Administrative Agent is merely acting as the contractual representative of Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as Lenders’ contractual representative, Administrative Agent (a) does not hereby assume any fiduciary duties to any of Lenders, and (b) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each Lender hereby agrees to assert with respect to the Loan Documents and administration of the Loan, no claim against Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by the Requisite Lenders in accordance with the provisions of this Agreement or the Loan Documents, and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Lenders. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under any other provision of this Agreement), and such instructions shall be binding upon all Lenders and all holders of any of the obligations of Borrower; provided, however, that, notwithstanding anything in this Agreement to the contrary, Administrative Agent shall not be required to take any action which exposes Administrative Agent to personal liability or which is contrary to this Agreement or any other Loan Document or applicable law. Not in limitation of the foregoing, Administrative Agent may exercise any right or remedy it or the Lenders may have under any Loan Document upon the occurrence of a Default or Event of Default unless the Requisite Lenders have directed Administrative Agent otherwise. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement or the other Loan Documents in accordance with the instructions of the Requisite Lenders, or where applicable, all the Lenders. Section 13.2 Powers. Administrative Agent shall have and may exercise such powers under the Loan Documents as are specifically delegated to Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. Administrative Agent shall have no implied duties to Lenders, or any obligation to Lenders to take any action thereunder except any action specifically provided by the Loan Documents to be taken by Administrative Agent. Borrower shall be entitled to rely upon any communication or action by Administrative Agent, and shall have no duty to ascertain whether the consent of Requisite Lenders or all Lenders was required or obtained. Section 13.3 General Immunity. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be liable to any Lender for any action lawfully taken or omitted to be taken by it or them hereunder or under any other Loan Document or in connection herewith or therewith except for its or their own gross negligence or willful misconduct. -170- Section 13.4 No Responsibility for Loan, etc. Except where the failure to do so constitutes gross negligence or willful misconduct, neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representation made in connection with any Loan Document or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of any obligor under any Loan Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (iii) the satisfaction of any condition specified herein or in any Loan Document; (iv) the validity, effectiveness or genuineness of any Loan Document or any other instrument or writing furnished in connection therewith; or (v) the value, sufficiency, creation, perfection or priority of any interest in any collateral security. Administrative Agent shall have no duty to disclose to Lenders information that is not required to be furnished by Borrower to Administrative Agent at such time, but is voluntarily furnished by Borrower to Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity as a Lender or otherwise). Section 13.5 Action on Instructions of Lenders. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Loan Document in accordance with written instructions signed by the Requisite Lenders or, where consent of all Lenders is required, all Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all Lenders and on all holders of the Note. Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document unless it shall first be indemnified to its reasonable satisfaction by all Lenders in accordance with their Pro Rata Shares against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. Section 13.6 Employment of Agents and Counsel. Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Loan Document by or through employees, agents, service providers, and attorneys-in-fact and so long as it exercises reasonable care in the selection of such parties, Administrative Agent shall not be answerable to Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such parties. Administrative Agent shall be entitled to advice of counsel concerning all matters pertaining to the agency hereby created and its duties hereunder and under any other Loan Document. Section 13.7 Reliance on Documents; Counsel. Administrative Agent shall be entitled to rely upon any note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and, in respect to legal matters, upon the opinion of counsel selected by Administrative Agent, which counsel may be employees of Administrative Agent.

-171- Section 13.8 Administrative Agent’s Reimbursement and Indemnification. Lenders agree to reimburse and indemnify Administrative Agent ratably in proportion to their respective Commitments (a) for any reasonable amounts not reimbursed by Borrower for which Administrative Agent is entitled to reimbursement by Borrower under the Loan Documents including out-of-pocket expenses in connection with the preparation, execution, delivery of the Loan Documents (and without limiting the obligation of Borrower to do so) and regular monthly as well as special servicing fees, (b) for any other out-of-pocket expenses incurred by Administrative Agent (or its representatives) on behalf of Lenders, in connection with the administration and enforcement of the Loan Documents and (c) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby, or the enforcement of any of the terms thereof or of any such other documents, provided that no Lender shall be liable for (y) any of the foregoing to the extent they arise from the gross negligence or willful misconduct of Administrative Agent, or (z) any costs or expenses of Administrative Agent’s in-house legal staff and personnel. The obligations of Lenders under this Section 13.8 shall survive payment of the Obligations and termination of this Agreement. Section 13.9 Rights as a Lender. In the event Administrative Agent is a Lender, Administrative Agent shall have the same rights and powers and the same duties and obligations hereunder and under any other Loan Document as any Lender and may exercise the same as though it were not Administrative Agent, and the term “Lender” or “Lenders” shall, at any time when Administrative Agent is a Lender, unless the context otherwise indicates, include Administrative Agent in its individual capacity. Administrative Agent may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Loan Document, with Borrower in which Borrower are not restricted hereby from engaging with any other Person. Section 13.10 Lender Credit Decision. (a) Independent Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender and based on the financial statements prepared by Guarantor and Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents. Administrative Agent shall not be required to keep itself informed as to the performance or observance by Borrower or any other party or any other document referred to or provided for therein or to inspect the properties or books of, or make any other investigation of, Borrower or any other party. Except for notices, reports and other documents and information expressly required to be furnished to the Lenders by Administrative Agent under this Agreement or any of -172- the other Loan Documents, Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, financial and other condition or creditworthiness of Borrower, any other party or any other Affiliate thereof which may come into possession of Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or other Affiliates. (b) Procedures of Advances. If and to the extent advances are to be made among the Lenders, the funding process for Future Advances shall be as follows and Sections 2.7.2(a) shall be deemed amended and restated as follows (the same shall apply, mutatis mutandis, for purposes of Section 2.7.2(a) of the Building Loan Agreement): Each Borrower’s Requisition shall be submitted to Administrative Agent at least ten (10) Business Days prior to the date of the requested Future Advance (the “Requested Advance Date”). Each Lender shall make (or provide to Administrative Agent a SWIFT or equivalent notice confirming the sending of) its Pro Rata Share of the requested Future Advance by wire transfer of immediately available funds to Administrative Agent’s (or, as directed by Administrative Agent or Servicer, to Servicer’s) account by not later than 9:30 a.m. on the Requested Advance Date so long as (i) Administrative Agent (or Servicer on its behalf) has, at least four (4) Business Days prior to such Requested Advance Date, provided to such Lender by email or facsimile (A) a copy of the applicable Borrower’s Requisition; and (B) a funding statement setting forth such Lender’s Pro Rata Share of such Future Advance, (ii) all conditions to such Future Advance are satisfied or waived (and each Lender shall be responsible for making its own determination that all conditions to such Future Advance are so satisfied or waived, to which determination Section 13.10(a) shall apply), (iii) all conditions to a concurrent Future Advance (as defined in the Building Loan Agreement) are satisfied or waived (and each Lender shall be responsible for making its own determination that all conditions to such Future Advance are so satisfied or waived, to which determination Section 13.10(a) shall apply); provided that Borrower may revoke such Borrower’s Requisition at any time prior to the Requested Advance Date upon prior notice to Administrative Agent (subject to payment of any Breakage Costs and any out-of- pocket costs or expenses incurred by Administrative Agent or Lenders in connection with such revocation). Borrower shall be permitted to deliver a single Borrower’s Requisition for the Loan, the Building Loan. (c) Endorsement to Title Insurance Policy. Solely with respect to the Future Advance (Capital Expenditures) and Future Advance (TI/LCs) (excluding Future Advances (TI/LCs) funded to pay Leasing Commissions, Administrative Agent shall require Borrower under Section 2.6.2(c) (and Section 2.6.2(c) of the Building Loan Agreement) to deliver to Administrative Agent a “title continuation” reasonably acceptable to Administrative Agent dated as of the date of each Future Advance, which shall show the Mortgage as a first lien on the Property subject only to Permitted Encumbrances and, subject to subsection (l) below, a “pending disbursement” endorsement in a form reasonably acceptable to Administrative Agent, which endorsement shall increase the coverage of the Title Insurance Policy by the amount of the Future Advance through the pending disbursement clause. -173- (d) Remittances. Administrative Agent shall transfer (or cause to be transferred) to each Lender, (i) within two (2) Business Days after Administrative Agent’s receipt thereof, all monthly payments of interest on the Loan for the benefit of each such Lender, and (ii) within five (5) Business Days after Administrative Agent’s receipt thereof, all other sums received by Administrative Agent for the benefit of each such Lender, in each case by wire transfer in immediately available funds pursuant to the written wire instructions of each Lender (which instructions may be revised by each Lender upon written notice to Administrative Agent given at least five (5) Business Days prior to the applicable remittance date). Administrative Agent shall not be deemed to be in receipt of such payments or sums unless such payments or sums are credited to Administrative Agent’s (or Servicer’s) account by not later than 2 p.m. New York City time on a Business Day. Section 13.11 Successor Administrative Agent. Administrative Agent may resign at any time by giving written notice thereof to Lenders and Borrower. Administrative Agent may be removed by the Requisite Lenders if Administrative Agent (i) is found by a court of competent jurisdiction in a final, non-appealable judgment to have committed gross negligence, willful misconduct or a material breach of its obligations under this Revised Article XIII in the course of performing its duties hereunder and/or under any Co-Lender Agreement or (ii) has become a Defaulting Lender (except a Pfandbrief Defaulting Lender) or is insolvent or has become the subject of a Bankruptcy Event, a Bail-In Action or an insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment, such removal to be effective on the date specified by the Requisite Lenders; provided, however, for purposes of calculating such Requisite Lenders approval under this Section 13.11, Administrative Agent shall, whether or not Administrative Agent is a Defaulting Lender, be deemed a Defaulting Lender and its Commitment shall therefore be disregarded and excluded for voting purposes under this Section 13.11 with respect to the removal of Administrative Agent hereunder (but not in respect of the appointment of a replacement Administrative Agent, unless Administrative Agent is then otherwise a Defaulting Lender (except a Pfandbrief Defaulting Lender). Upon any such resignation or removal, the Requisite Lenders (at no cost or expense to Borrower) shall have the right to appoint, on behalf of Borrower and Lenders, a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Requisite Lenders within thirty days after the resigning Administrative Agent’s giving notice of its intention to resign, then the resigning Administrative Agent shall appoint, on behalf of Borrower and Lenders, the Lender with the highest Commitment as the successor Administrative Agent. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations thereafter arising hereunder and under the Loan Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Revised Article XIII continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken -174- by it while it was acting as Administrative Agent hereunder and under the other Loan Documents. Notwithstanding anything contained herein to the contrary, Administrative Agent may assign its rights and duties under the Loan Documents to any of its affiliates by giving Borrower and each Lender prior written notice. Section 13.12 Amendments and Waivers (a) Except as otherwise expressly provided in this Agreement or in the Co- Lender Agreement, (i) any consent or approval required or permitted by this Agreement or in any Loan Document to be given, (ii) any term of this Agreement or of any other Loan Document may be amended, (iii) the performance or observance by the Borrower or any of its Affiliates of any terms of this Agreement or such other Loan Document may be waived, and (iv) the continuance of any Event of Default may be waived (either generally or in a particular instance and either retroactively or prospectively) by the Administrative Agent and, in the case of an amendment to any Loan Document, the written consent of each Borrower Affiliate which is party thereto. (b) Notwithstanding the foregoing, the Co-Lender Agreement may set forth amendment, waiver or consent requirements by the Requisite Lenders and/or Unanimous Lenders. (c) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent unless in writing and signed by Administrative Agent, in addition to the Lenders required hereinabove to take such action, shall affect the rights or duties of Administrative Agent under this Agreement, any of the other Loan Documents. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose set forth therein. No course of dealing or delay or omission on the part of Administrative Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. Any Event of Default occurring hereunder shall continue to exist until such time as such Event of Default is waived in writing in accordance with the terms of this Section, notwithstanding any attempted cure or other action by the Borrower, any Affiliate thereof or any other Person subsequent to the occurrence of such Event of Default. Except as otherwise explicitly provided for herein or in any other Loan Document, no notice to or demand upon the Borrower shall entitle the Borrower to other or further notice or demand in similar or other circumstances. (d) Standard for Consent. Notwithstanding anything to the contrary contained herein, the Lenders agree that if the Loan Documents impose a standard of determination (such as “reasonableness”) on Administrative Agent or Lender thereunder with respect to a proposed action or decision which would be subject to Requisite Lender or unanimous Lender consent hereunder, then each Lender shall apply and will be held to the same standard with respect to the proposed action or decision, accordingly, for the sake of clarity, if Administrative Agent or Lender is required to be reasonable with respect to approving or consenting to a given action or item under the Loan Agreement or the other Loan Documents which also requires Requisite Lender or unanimous Lender consent hereunder, then each Lender shall also be reasonable in providing its consent or approval of such action or item.

-175- Section 13.13 Notice of Defaults. If a Lender becomes aware of a Default or an Event of Default, such Lender shall notify Administrative Agent of such fact provided that the failure to give such notice shall not create liability on the part of a Lender. Upon receipt of such notice that a Default or Event of Default has occurred, Administrative Agent shall notify each Lender thereof. Section 13.14 Requests for Approval. If Administrative Agent requests in writing the consent or approval of a Lender, such Lender shall respond and either approve or disapprove definitively in writing to Administrative Agent within ten (10) Business Days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response) after such written request from Administrative Agent, then Administrative Agent will send a second request to such Lender. In the event any Lender fails to reply to such second request for approval from Administrative Agent within five (5) days (or sooner if such notice specifies a shorter period for responses based on Administrative Agent’s good faith determination that circumstances exist warranting its request for an earlier response), which second request shall state in bold lettering: “LENDER’S RESPONSE IS REQUIRED WITHIN THREE (3) DAYS AFTER RECEIPT OF THIS NOTICE IN ACCORDANCE WITH THE TERMS OF THE LOAN AGREEMENT. FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL BE DEEMED APPROVAL BY LENDER OF THE MATTERS SET FORTH HEREIN” with the appropriate number of days inserted by Administrative Agent, then such Lender shall be deemed to have approved (and voted in favor of) Administrative Agent’s recommendation with respect to any matters set forth in the request. Section 13.15 Copies of Documents. Within fifteen (15) Business Days after a request by a Lender to Administrative Agent for documents furnished to Administrative Agent by Borrower, Administrative Agent shall, to the extent actually provided by Borrower, provide copies of such documents to such Lender. In addition, Administrative Agent shall (or shall cause Servicer to) make available (which may be made by electronic mail) to each Lender (i) copies of any regular reporting received by Administrative Agent under paragraphs (b), (c), (d) and (e) of Section 4.1.6 and (ii) any certificates of insurance evidencing the Policies delivered by Borrower to Administrative Agent under Section 5.1.1(b). In the event Borrower does not deliver to Administrative Agent certificates of insurance evidencing the Policies prior to the expiration dates of the Policies theretofore furnished to Administrative Agent as required pursuant to Section 5.1.1(b), Administrative Agent shall notify the Lenders of any such failure and Administrative Agent may, and at the request of any Lender shall (subject to the terms of the Loan Documents and applicable law), take any action permitted under Section 5.1.1(f) which Administrative Agent deems necessary to protect its interest in the Property. For purposes of clarification, any fees, costs and expenses incurred by Administrative Agent in obtaining any insurance coverage in accordance with Section 5.1.1(f) shall constitute Protective Advances under clause (ii) of the definition thereof and shall be reimbursable by the Lenders in accordance with their Pro-Rata Shares. -176- Section 13.16 Defaulting Lenders. At such time as a Lender becomes a Defaulting Lender, such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Requisite Lenders, each affected Lender or all Lenders shall be immediately suspended until such time as such Lender is no longer a Defaulting Lender, except that the amount of the Commitment of the Defaulting Lender may not be increased or (except as provided herein) decreased without its consent. If a Defaulting Lender has failed to fund its Pro Rata Share of any Loan or Mandatory Protective Advance and until such time as such Defaulting Lender subsequently funds its Pro Rata Share of such Loan or Mandatory Protective Advance, all obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal of, interest on and other sums relating to the amounts funded by the other Lenders which were included in the Loans or Mandatory Protective Advances with respect to which the Defaulting Lender failed to fund its Pro Rata Shares (such principal, interest and fees being referred to as “Senior Loans” for the purposes of this Section). All amounts paid by Borrower and otherwise due to be applied to the obligations owing to such Defaulting Lender pursuant to the terms hereof shall first be distributed by Administrative Agent to the other Lenders in accordance with their respective Pro Rata Shares (recalculated for the purposes hereof to exclude the Commitment of the Defaulting Lender) until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay the Loans in accordance with the terms of this Agreement. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Requisite Lenders or all Lenders. Section 13.17 Pro Rata Treatment. Except to the extent otherwise provided herein with respect to the Original Senior Loan and the Original Building Loan only: (a) each borrowing from Lenders shall be made from the Lenders, each payment of the fees shall be made for the account of the Lenders, and each termination or reduction of the amount of the Commitments pursuant to this Agreement shall be applied to the respective Commitments of the Lenders, pro rata according to the amounts of their respective Commitments; (b) each payment or prepayment of principal of the Loan by the Borrower shall be made for the account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loan held by them, provided that if immediately prior to giving effect to any such payment in respect of the Loan the outstanding principal amount of the Loan shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time the Loan was made, then such payment shall be applied to the Loan in such manner as shall result, as nearly as is practicable, in the outstanding principal amount of the Loan being held by the Lenders pro rata in accordance with their respective Commitments; and (c) each payment of interest on the Loan by the Borrower shall be made for the account of the Lenders pro rata in accordance with the amounts of interest on the Loan then due and payable to the respective Lenders. With respect to the Aggregate Supplemental Loan, the repayment of the Aggregate Supplemental Loan and interest accrued thereon shall be subordinate to the payment of the Original Senior Loan and the Original Building Loan and interest accrued thereon. Each payment -177- of the Aggregate Supplemental Loan shall be made for the account of PBB, each payment of principal of the Supplemental Loan by the Borrower shall be made for the account of PBB (following the payment of principal described in clause (b) above) and each payment of interest on the Aggregate Supplemental Loan by the Borrower shall be made for the account of PBB (following the payment of interest described in clause (c) above); provided, however, that while an Event of Default exists, PBB shall not accept or receive payments (including whether in cash or other property and whether received directly, indirectly or by set-off, counterclaim or otherwise) under or with respect to the Aggregate Supplemental Loan from any Borrower Party and/or from the Property or the other Collateral prior to the date that all obligations of all Borrower Parties to Lenders under or with respect to the Original Senior Loan and the Original Building Loan are paid. Section 13.18 Sharing of Payments, Etc. With respect to the Original Senior Loan and the Original Building Loan only (it being acknowledged and agreed that all amounts received with respect to the Aggregate Supplemental Loan shall solely be paid to PBB as the sole Lender thereunder), Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the obligations of Borrower or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim or otherwise, receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share in the Loan of the payments on account of such obligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such obligations owed to the others so that all such recoveries with respect to such obligations shall be applied ratably in accordance with such Pro Rata Shares; provided, that if all or part of such excess payment received by the purchasing party is thereafter recovered from it, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection with such recovery. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 13.18 may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Section 13.19 Collateral Matters; Protective Advances. (a) Each Lender hereby authorizes Administrative Agent, without the necessity of any notice to or further consent from any Lender, from time to time prior to a Default, to take any action with respect to any Collateral or Loan Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents. (b) The Lenders hereby authorize Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by Administrative Agent upon any Collateral (i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all -178- of obligations of Borrower hereunder; (ii) as expressly permitted by, but only in accordance with, the terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan Document may expressly provide). Upon request by Administrative Agent at any time, the Lenders will confirm in writing Administrative Agent’s authority to release particular types or items of Collateral pursuant to this Section. In addition to the foregoing, the Lenders hereby authorize Administrative Agent to take such actions and execute, file and/or deliver such documents as are contemplated in Section 2.4, and the Lenders agree to cooperate with Administrative Agent in connection therewith. (c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the Borrower, Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that (i) Administrative Agent shall not be required to execute any such document on terms which, in Administrative Agent’s opinion, would expose Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty and (ii) such release shall not in any manner discharge, affect or impair the obligations of Borrower or any Liens upon (or obligations of the Borrower or any of its Affiliates in respect of) all interests retained by the Borrower or any of its Affiliates, including (without limitation) the proceeds of such sale or transfer, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Administrative Agent shall be authorized to deduct all of the expenses reasonably incurred by Administrative Agent from the proceeds of any such sale, transfer or foreclosure. The foregoing provisions of this Section 13.19(c) shall not be construed to diminish Administrative Agent’s obligations or Borrower’s rights under Section 2.4. (d) Administrative Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists or is owned by the Borrower or any of its Affiliates or is cared for, protected or insured or that the Liens granted to Administrative Agent herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Administrative Agent in this Section or in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Administrative Agent may act in any manner it may deem appropriate, in its sole discretion, given Administrative Agent’s own interest in the Collateral as one of the Lenders and that Administrative Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct. (e) Following the occurrence of a default by Borrower, (or if Administrative Agent reasonably believes it is necessary to prevent the occurrence of a default by Borrower), Administrative Agent may make, and shall be reimbursed by the Lenders (in accordance with their Pro Rata Shares) to the extent not reimbursed by the Borrower for, Protective Advances during any one calendar year with respect to any Property that is Collateral up to the sum of (i) amounts

-179- expended to pay real estate taxes, assessments and governmental charges or levies imposed upon such Property; (ii) amounts expended to pay insurance premiums for policies of insurance related to such Property; and (iii) $3,000,000. Protective Advances under clause (iii) in excess of the sum set forth therein during any calendar year for any Property that is Collateral shall require the consent of all Lenders. The Borrower agrees to pay on demand all Protective Advances. (f) If Administrative Agent determines that it is necessary or desirable to make a Protective Advance, then Administrative Agent shall give written notice thereof to the Lenders (provided that Administrative Agent shall be authorized to make Protective Advances without any such notice), which notice shall set forth the aggregate amount of such Protective Advance, the portion thereof payable by each Lender (which shall be determined based on each of the Lender’s respective Pro Rata Share) and the date (which shall not be less than five (5) Business Days after delivery of such notice) on which each Lender shall be required to remit its Pro Rata Share thereof to Administrative Agent (or Servicer, if so directed by Administrative Agent), and shall describe in reasonable detail the purpose(s) of such Protective Advance. Neither Administrative Agent (in its capacity as Administrative Agent) nor Servicer shall be required to fund any Protective Advances out of its own funds, but if either Administrative Agent or Servicer elects to do so at any time prior to receipt of the notice described above, such Protective Advance shall be reimbursed in accordance with Section 13.19(e). (g) If any Lender fails to fund in a timely manner its Pro Rata Share of any Protective Advance, then (i) Administrative Agent shall notify all of the other Lenders of (A) the identity of each Lender that failed to fund its Pro Rata Share of such Protective Advance, and (B) the aggregate amount of the Protective Advance that was not funded in a timely manner, and (ii) each such funding Lender shall be entitled to elect by written notice to the other Lenders given not later than two (2) Business Days following receipt of the notice from Administrative Agent required under clause (i) above, to fund the shortfall (any additional amounts funded by a Lender in addition to its respective Pro Rata Share of any Protective Advance, a “Super-Priority Protective Advance).” If there are more than two (2) Lenders, and more than one Lender commits to making a Super-Priority Protective Advance, then such electing Lenders shall make such additional Super- Priority Protective Advances proportionately based on the relationship between the respective Pro Rata Shares of such Lenders (or as otherwise agreed to), and all such further Super-Priority Protective Advances shall be due to Administrative Agent (or Servicer, is so directed by Administrative Agent) within two (2) Business Days after receipt of notice from Administrative Agent. (h) Upon receipt of the entire amount of any Protective Advance (including any Super Priority Protective Advance) from the Lenders, Administrative Agent or Servicer shall take all commercially reasonable action to remedy the event for which the Protective Advance is being made on behalf of the Lenders. (i) No Lender shall have any personal liability or obligation to fund any Protective Advance or Super Priority Protective Advance other than any such advance that such Lender would be required to reimburse pursuant to Section 13.19(e) (a “Mandatory Protective Advance”). All Protective Advances and Super Priority Protective Advances shall be reimbursed to the Lenders which made such Protective Advances and Super Priority Protective Advances in accordance with the Loan Documents, and shall not change the Pro Rata Share of any Lender. -180- (j) Any Lender which fails to fund any Mandatory Protective Advance, as and when required pursuant to this Agreement, shall be deemed for all purposes under this Agreement to be a Defaulting Lender. (k) Each Lender agrees that it will not take any action, nor institute any actions or proceedings, against Borrower or any other obligor hereunder under the Loan Documents with respect to exercising claims against or rights in the Collateral without the written consent of Requisite Lenders. Section 13.20 Borrower Default. (a) Promptly after Administrative Agent or any Lender acquires actual knowledge that an Event of Default has occurred, such party shall notify the other Lenders in writing of the Event of Default. Promptly after Administrative Agent acquires actual knowledge of the occurrence of an Event of Default, Administrative Agent shall give notice of the Event of Default to Borrower and any other parties to whom notice must be provided under this Agreement. Administrative Agent shall send a copy of that default notice to all Lenders promptly after sending such notice. Neither Administrative Agent nor any Lender shall be deemed to have actual knowledge of the occurrence of an Event of Default unless Administrative Agent or such Lender has received written notice from a Lender or Borrower referring to this Agreement and describing the Event of Default (provided, however, that Administrative Agent shall be deemed to have actual knowledge of any Event of Default described in Section 10.1(a)(i)(A) or (B)) without receipt of a written notice from a Lender or Borrower referring to this Agreement and describing such Event of Default. (b) In the event that the Requisite Lenders approve or direct the commencement of a foreclosure proceeding or other exercise of remedies, to the extent not already done so, Administrative Agent shall declare the outstanding principal balance of the Loan, all interest thereon and all other amounts payable under the Loan Documents to be immediately due and payable and shall promptly commence and diligently pursue in a commercially reasonable manner such foreclosure proceeding; provided, that (i) such action is not stayed by any bankruptcy or insolvency proceeding or any other injunction or court order and (ii) Administrative Agent believes in good faith that such action will not expose Administrative Agent to any liability from any party, including, without limitation, Borrower or any Lender. If, after commencing such foreclosure proceeding, Administrative Agent is directed to cease such action or to take another course of action by the Requisite Lenders under the terms of this Agreement, Administrative Agent shall follow such direction. (c) In the event that the Requisite Lenders have not approved the commencement of a foreclosure proceeding or other exercise of remedies within the initial one hundred eighty (180) days following the occurrence of an Event of Default, Administrative Agent shall have the right, without the consent of the Requisite Lenders to commence a foreclosure proceeding or other exercise of remedies in the Administrative Agent’s sole discretion. -181- Section 13.21 Post-Foreclosure Plans. If all or any portion of the Collateral is acquired by Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure, or is retained in satisfaction of all or any part of the obligations of Borrower hereunder, the title to any such Collateral, or any portion thereof, shall be held in the name of Administrative Agent or a nominee or subsidiary of Administrative Agent, as agent, for the ratable benefit of all Lenders. Each Lender’s ownership interest in the title entity shall be equal to such Lender’s Pro Rata Share of all outstanding fundings of principal of the Loan as of the date of the acquisition of the Property, the organizational documents of the title entity shall be subject to Lenders’ unanimous approval, and the consent rights of Lenders as set forth in this Agreement (or substantially similar consent right with such modifications as are appropriate with respect to being a member in a limited liability company) shall be included in the organizational documents of the title entity. Administrative Agent shall prepare a recommended course of action for such Collateral (a “Post- Foreclosure Plan”), which shall be subject to the approval of the Requisite Lenders (except that any items included in the Post-Foreclosure Plan that require unanimous Lender consent pursuant to Section 13.12(b) shall require each Lender’s consent and that each of the following shall require each Lender’s consent: (i) contribution of additional capital by any Lender other than Protective Advances; (ii) any change of use of any material portion of the Property; (iii) any sale of such Property with seller financing; and (iv) any sale of the Property at a purchase price that results in a recovery of the Loan that is less than the sum of the outstanding principal amount of the Loan at the time such Collateral was acquired plus any unreimbursed Protective Advances). In accordance with the approved Post-Foreclosure Plan, Administrative Agent shall manage, operate, repair, administer, complete, construct, restore or otherwise deal with the Collateral acquired, and shall administer all transactions relating thereto, including, without limitation, employing a management agent, leasing agent and other agents, contractors and employees, including agents for the sale of such Collateral, and the collecting of rents and other sums from such Collateral and paying the expenses of such Collateral. Actions taken by Administrative Agent with respect to the Collateral, which are not specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto, shall require the written consent of the Requisite Lenders by way of supplement to such Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by Administrative Agent pursuant to the approved Post- Foreclosure Plan in connection with the construction, operation, management, maintenance, leasing and sale of such Collateral. In addition, Administrative Agent shall render or cause to be rendered to each Lender, on a monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses and operating reserves as Administrative Agent shall deem reasonably necessary pursuant to and in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income from such Collateral, Administrative Agent shall, in accordance with the approved Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares. The Lenders acknowledge and agree that if title to any Collateral is obtained by Administrative Agent or its nominee, such Collateral will not be held as a permanent investment but will be liquidated as soon as practicable. Administrative Agent shall undertake to sell such Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably shall determine to be most advantageous to the Lenders. Any purchase money mortgage or deed of trust taken in connection -182- with the disposition of such Collateral in accordance with the immediately preceding sentence shall name Administrative Agent, as agent for the Lenders, as the beneficiary or mortgagee. In such case, Administrative Agent and the Lenders shall enter into an agreement with respect to such purchase money mortgage or deed of trust defining the rights of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all material respects similar to this Article insofar as the same is appropriate or applicable. Section 13.22 Costs. Borrower shall not incur any cost or expense by reason of the transactions among Administrative Agent and Lenders contemplated by this Article XIII, except as expressly set forth herein or elsewhere in this Agreement. In furtherance of the foregoing, and for the avoidance of doubt, Borrower shall not incur any cost or expense in connection with the negotiation, execution and delivery of separate agreements among Administrative Agent and the Lenders. Section 13.23 Terminology. Notwithstanding anything to the contrary in this Agreement, in Articles 1 through 12, “Lender” shall mean “Administrative Agent for the benefit of the Lenders” or “Administrative Agent, on behalf of the Lenders”, as the context may require. Section 13.24 Eligible Assignee. A Lender shall not sell or assign all or any portion of its interest in the Loan to any Person that is not an Eligible Assignee at any time that such Lender remains obligated to fund any Future Advance and, if no longer obligated, unless Administrative Agent consents to such sale or assignment in its sole discretion (but subject to the succeeding sentence). Notwithstanding anything to the contrary contained in the definition of Eligible Assignee, as among the Lenders, neither Borrower or Guarantor nor any Affiliate of Borrower or Guarantor shall be an Eligible Assignee. No Lender may sell, assign, pledge or transfer all or any portion of its interest in the Loan, or grant participation interests therein, to Borrower or Guarantor, or to any Affiliate of Borrower or Guarantor, and any such purported transfer shall be null and void ab initio and have no effect whatsoever. Without limiting the generality of the foregoing, in the event Borrower or Guarantor, or any Affiliate of Borrower or Guarantor acquires any interest in the Loan, such Person (i) shall not have any consent, approval, direction or consulting rights under this Agreement, any other Loan Document or any Co-Lender Agreement, (ii) shall not have the right to receive or request any information from Administrative Agent or any Lender, or attend meetings among Administrative Agent and/or the Lenders, (iii) shall not have the right to make Future Advances, Protective Advances or any other advances under this Agreement, the other Loan Documents or any Co-Lender Agreement and (iv) shall be fully subordinate in lien and payment to all other Lenders in respect of any payment or recovery under the Loan Documents or in connection with the Loan. Section 13.25 Application of Recoveries. Except to the extent otherwise provided in Section 13.16 hereof, all payments and proceeds received by Administrative Agent in connection with the Loan and the Note upon the occurrence and during the continuance of an Event of Default and all proceeds from the liquidation of

-183- collateral, if any, and from any enforcement action (or other realization), from any source related to the Loan, shall be applied under Agent’s authority in Section 6.9.3 hereof in the following order of priority (unless Agent and all of the Lenders otherwise agree in writing): (i) to the reimbursement of any costs incurred by the Administrative Agent to administer, enforce, collect or deal with the Loan, or to reimbursement of the Lenders to the extent such costs have been paid by the Lenders; (ii) to the repayment of any Protective Advances (to the extent not paid pursuant to clause (i) above); (iii) to the payment of all interest on the Original Senior Loan and the Original Building Loan (including interest calculated at the Default Rate) due and payable on each Note related thereto and, following such payment, to the payment of all interest on the Aggregate Supplemental Loan (including interest calculated at the Default Rate) due and payable on the Supplemental Note; (iv) to the payment of fees payable under the Loan Documents; (v) to the payment of principal under the Notes related to the Original Senior Loan and the Original Building Loan and, thereafter, to the payment of principal under the Supplemental Note; and (vi) to the payment of any other amounts owing under the Loan Documents. [NO FURTHER TEXT ON THIS PAGE] [Signature Page to Amended and Restated Senior Loan Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written. ADMINISTRATIVE AGENT (on behalf of the Lenders): DEUTSCHE PFANDBRIEFBANK AG By: /s/ Richard Bergflo Name: Richard Bergflo Title: By: /s/ K. Ascher-Audrusch Name: K. Ascher-Audrusch Title: Director [Signature Page to Amended and Restated Senior Loan Agreement] LENDERS: DEUTSCHE PFANDBRIEFBANK AG By /s/ Richard Bergflo Name: Richard Bergflo Title: CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH By /s/ Mr. Suosheng Li Name: Mr. Suosheng Li Title: General Manager AOZORA BANK, LTD., a Japanese banking institution By /s/ Koji Igarashi Name: Koji Igarashi Title: General Manager MÜNCHENER HYPOTHEKENBANK EG, a German bank By /s/ Reiner Schwebel Name: Reiner Schwebel Title: Vice President By /s/ I.V. Jetzues Name: Jeuuijes Metzeur Title: Vice President [Signature Page to Amended and Restated Senior Loan Agreement] BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH, an OCC licensed Federal branch of a Chinese bank By /s/ Shaohui Yang Name: Shaohui Yang Title: General Manager

[Signature Page to Amended and Restated Senior Loan Agreement] BORROWER: 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company By: /s/ Michael Bender Name: Michael A. Bender Title: Authorized Signatory ACTIVE 41591362v9 SCHEDULE I COMMITMENTS Original Senior Loan and Original Building Loan: DEUTSCHE PFANDBRIEFBANK AG 21.0% CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH 24.9% AOZORA BANK, LTD. 15.3 BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH 19.1% MÜNCHENER HYPOTHEKENBANK EG 19.7% Supplemental Loan: DEUTSCHE PFANDBRIEFBANK AG 100% Aggregate Commitment: DEUTSCHE PFANDBRIEFBANK AG 38.2% CHINA CONSTRUCTION BANK CORPORATION, NEW YORK BRANCH 19.5% AOZORA BANK, LTD. 12.0% BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH 15.0% MÜNCHENER HYPOTHEKENBANK EG 15.4% ACTIVE 41591362v9 SCHEDULE II RENT ROLL See Attached. ACTIVE 41591362v9 SCHEDULE III ONGOING WORK None.

ACTIVE 41591362v9 SCHEDULE IV ORGANIZATIONAL CHART [Attached] ACTIVE 41591362v9 SCHEDULE V MINIMUM LEASING PARAMETERS Minimum Leasing Parameters (2023) Office Tenant Suites Office Fls 2-10 Office Fls 11-15 Office Fls 16-25 Office Fls 26-32 Min Net Effective Rate (New)1 $29.00 $31.00 $33.00 $35.00 Max Tl/SF/Yr (Renew) $15.00 $15.00 $15.00 $15.00 Min Net Effective Rate (Renew)2 $34.00 $36.00 $38.00 $40.00 Max Tl/SF/Yr (Renew) $10.00 $10.00 $10.00 $10.00 Min Term 5 Years 5 Years 5 Years 5 Years Lease Structure 2 BY RET; $3 or sub elec. BY RET; $3 or sub elec. BY RET; $3 or sub elec. BY RET; $3 or sub elec. 1 Net Effective Rate is calculate by subtracting the average TI per year of lease term from the face rent of the first year of lease term. 2 Tenant will either pay an operating expense reimbursement over a base year or pay a minimum of 2% increases to base rent per year. Spec Suites Suites Office Fls 2-10 Office Fls 11-15 Office Fls 16-25 Office Fls 26-32 Gross Rate $44.00 $46.00 $48.00 $50.00 Min Term 5 Years 5 Years 5 Years 5 Years Lease Structure 1 BY RET; $3 or sub elec. BY RET; $3 or sub elec. BY RET; $3 or sub elec. BY RET; $3 or sub elec. 1 In Lieu of an operating expense reimbursement, tenant will pay 2.5% increases to base rent per year. Retail Tenant Suites Retail – Side Street Retail – Arcade Retail – Corner Retail - Interior Min Net Effective Rate 1 $43.50 $30.00 $102.00 $43.50 Max Tl/SF/Yr $1.50 $1.50 $1.50 $1.50 Min Net Effective Rate (Renew)1 $45.00 $31.50 $103.50 $45.00 Max Tl/SF/Yr (Renew) $0.00 $6.00 $36.00 $6.00 Min Term 10 Years 10 Years 10 Years 10 Years Lease Structure 2 BY RET BY RET BY RET BY RET 1 Net Effective Rate is calculate by subtracting the average TI per year of lease term from the face rent of the first year of lease term. 2 Tenant will either pay an operating expense reimbursement over a base year or pay a minimum of 2% increases to base rent per year. Note: This schedule is applicable to the 2023 budget year and will be updated on an annual basis. ACTIVE 41591362v9 SCHEDULE VI FORM OF TENANT DIRECTION LETTER 110 WILLIAM PROPERTY INVESTORS III, LLC [________] [________] STANDARD FORM OF NOTICE PURSUANT TO SECTION 291-F OF THE REAL PROPERTY LAW OF NEW YORK As of [_____], 2023 SENT VIA FEDERAL EXPRESS [_____] (“Tenant”) [_____] [_____] [_____] Attn: [_____] RE: [LEASE] between Tenant, as tenant, and [_____], [_____] and [_____], collectively, as landlord (“Landlord”) (the “Lease”), for space located at [_____] (the “Property”) Dear Ladies and Gentlemen: Notice is hereby given to you as the present holder of the tenant’s interest under the Lease that DEUTSCHE PFANDBRIEFBANK AG, as administrative agent (“Administrative Agent”) for certain lenders (together with any co-lender under the Loan and their respective successors and assigns, participants and co-lenders as their interest may appear, collectively, “Lender”) continues to make a mortgage loan (the “Loan”) to Landlord, as borrower, which Loan is secured by one or more Mortgage, Assignment of Leases and Rents and Security Agreements (as each may have been amended, restated, supplemented or modified from time to time, collectively, the “Security Instrument”) covering, among other things, the fee estate of Landlord in the Property, as more particularly described therein. As further and additional security for the Loan, the Lease was collaterally assigned by Landlord to Lender pursuant to the provisions of the Security Instrument and (i) that certain Amended and Restated Senior Loan Agreement dated as of [___________], 2023 (the “Closing Date”), by and among Landlord, Administrative Agent and Lender executed in connection therewith, (ii) that certain Amended and Restated Building Loan Agreement dated as of March 7, 2019, by and among Landlord, ACTIVE 41591362v9 Administrative Agent and Lender executed in connection therewith, and (iii) that certain Supplemental Building Loan Agreement dated as of the Closing Date, by and among Landlord, Administrative Agent and Lender executed in connection therewith (as each may have been amended, restated, supplemented or modified from time to time, collectively, the “Loan Agreement”). From the date of this letter, any and all unpaid rent as well as future rent, or any other amounts due under the terms of your Lease shall be directed as follows: (1) If the payment is made by wire transfer, transfer the applicable funds to the following account: Bank: [___________] Bank Address: [___________] Account Name: [___________] Account No.: [___________] ABA No.: [___________] (2) If the payment is made by check, deliver as follows. Include company name, address, street address, city, state and zip code. [___________] [___________] [___________] Any and all payments of rent (or other sums due under your Lease) hereafter paid to any party other than Lender shall not relieve you of the obligation of making such payment to Lender. The Security Instrument contains a section referring to Section 291-f of the Real Property Law of New York, which Section 291-f provides that if a recorded mortgage restricts the right or power of the owner of the mortgaged real property to cancel, abridge or otherwise modify tenancies, subtenancies, leases or subleases of the mortgaged real property in existence at the time of the agreement, or to accept prepayments of installments of rent to become due, and notice of the making of the mortgage which contains a reference to Section 291-f is given to a tenant, accompanied by a copy of the text of the agreement, any cancellation, abridgment, modification or prepayment made by such tenant or subtenant under a lease coming under the provisions of Section 291-f, without the consent of the holder of such mortgage, shall be voidable as against the holder of the mortgage at the option of such holder. A copy of the provisions of the Security Instrument referring to Section 291-f is attached hereto as Exhibit A, together with certain provisions of the Security Instrument concerning tenancies, subtenancies, leases and subleases of the mortgaged real property in existence as of the date of the Security Instrument. However, you are requested and directed to pay the rental as it becomes due, in accordance with this letter, unless and until you receive notice from Lender to the contrary. The security, if any, under the Lease has been assigned to Lender. [Signature Page Immediately Follows]

ACTIVE 41591362v9 Very truly yours, [BORROWER’S SIGNATURE BLOCK TO BE PROVIDED.] By: _______________________________ Name: Title: ACTIVE 41591362v9 SCHEDULE VII INITIAL APPROVED ANNUAL BUDGET [Attached] ACTIVE 41591362v9 SCHEDULE VIII LETTER OF CREDIT PROVISIONS 1. At least thirty (30) days prior to the expiration date of a Letter of Credit (until the Letter of Credit has been released), Borrower shall deliver to Administrative Agent a renewal, extension or replacement of the Letter of Credit for a term of not less than one year. 2. Administrative Agent shall be entitled to draw upon the Letter of Credit if (a) Borrower fails to timely deliver a renewal, extension or replacement of the Letter of Credit as required above or (b) while any Event of Default exists. Without limiting the foregoing, Administrative Agent shall also be entitled to draw on the Letter of Credit and deposit the proceeds thereof in the Cash Collateral Account if the credit rating or financial condition of the issuing bank is no longer reasonably acceptable to Administrative Agent. 3. No draw by Administrative Agent on a Letter of Credit shall cure or be deemed to cure any Event of Default or limit in any respect any of Administrative Agent’s remedies under the Loan Documents, it being understood that Administrative Agent’s rights and remedies hereunder shall be cumulative and Administrative Agent shall have no obligation to apply the proceeds of any draw to missed installments or other amounts then due and unpaid under the Loan. 4. Proceeds of any draw upon the Letter of Credit (after reimbursement of any costs and expenses, including attorneys’ fees and reimbursements, incurred by Administrative Agent in connection with such draw), in connection with an Event of Default, may be applied by Administrative Agent to the payment of the amounts owing under the Loan Documents, in such manner as Administrative Agent determines. 5. No delay or omission of Administrative Agent in exercising any right to draw on the Letter of Credit shall impair any such right, or shall be construed as a waiver of, or acquiescence in, any Event of Default. ACTIVE 41591362v9 SCHEDULE IX INITIAL CAPITAL EXPENDITURE AND TENANT IMPROVEMENT BUDGET

ACTIVE 41591362v9 SCHEDULE 3.1.51 COLLECTIVE BARGAINING AGREEMENTS 1. That certain agreement with 32BJ SEIU in connection with cleaning the Property; and 2. That certain agreement with International Union of Operating Engineers Local 94. ACTIVE 41591362v9 EXHIBIT A FORM BORROWER’S REQUISITION _________________________, 2023 To: DEUTSCHE PFANDBRIEFBANK AG, as Administrative Agent for the benefit of Lenders (as defined in the Senior Loan Agreement (as defined below)) (the “Administrative Agent”) RE: Loan Agreement (as defined below) Ladies and Gentlemen: This Certificate is furnished pursuant to and in accordance with that (1) that certain Amended and Restated Senior Loan Agreement (as the same may have been or may hereafter be amended, restated, extended or otherwise modified from time to time pursuant to the terms thereof, the “Senior Loan Agreement”) dated as of [_________], 2023 (the “Closing Date”) among 110 William Property Investors III, LLC, a Delaware limited liability company (the “Borrower”), Administrative Agent, as administrative agent, and Lenders (as defined in the Senior Loan Agreement), evidencing certain loans made by such Lenders to Borrower (the “Senior Loan” and “Supplemental Loan”), and (2) that certain Supplemental Building Loan Agreement (as the same may have been or may hereafter be amended, restated, extended or otherwise modified from time to time pursuant to the terms thereof, the “Supplemental Building Loan Agreement”; together with the Senior Loan Agreement, collectively, the “Loan Agreement”) dated as of the Closing Date, among Borrower, Administrative Agent, as administrative agent, and PBB evidencing certain loans made by such Lenders to Borrower (the “Supplemental Building Loan”, together with the Senior Loan and the Supplemental Loan, collectively, the “Loan”). All capitalized terms used but not defined herein shall have the meanings given in the Loan Agreement. This Certificate will serve as the “Borrower’s Requisition” requesting the aggregate sum of $______________ under the Loan Agreement. “Loan Documents” means the “Loan Documents” as defined in the Senior Loan Agreement and the Building Loan Agreement. Unless otherwise defined herein, capitalized terms used in this Certificate have the meanings ascribed thereto in the Loan Agreement. The draw amount for this month is as follows: Aggregate Future Advance Amount of the Loan: $ _________ Net Amount of Wire: $ _________ Please wire the funds on [DATE] as follows: Amount: _________ ACTIVE 41591362v9 Bank: _________ ABA#: _________ Account: _________ Account Number: _________ The support for the above Future Advance is provided in the attached draw schedules. Please advise the undersigned as soon as the Future Advance has been credited. Borrower hereby acknowledges that it has no outstanding defenses, claims, counterclaims or offsets against Administrative Agent under the Loan Documents. Borrower hereby represents, warrants and certifies to Administrative Agent as of the date hereof, as follows: (i) The undersigned is an authorized representative of Borrower. (ii) This Certificate and the requisition contained herein meets all applicable conditions contained in the Loan Agreement (as applicable to such Future Advance). (iii) All amounts shown on all previous Borrower Requisitions have been paid in full and all amounts requested herein have been paid or will be paid in full from the proceeds of the disbursement requested hereby. The amount requested to be disbursed does not exceed the amount available to Borrower as a Future Advance as of the date of Borrower’s request for disbursement and the date on which such disbursement is to be made, such that at no time shall Lender be obligated to pay amounts to Borrower in excess of the total amount available to Borrower as a Future Advance at the time of disbursement. (iv) All work on the Property to the date of this Certificate has been performed in accordance with the terms and conditions set forth in the Loan Documents. The following are attached and the undersigned certifies as true, complete, and correct: (i) the lien waivers required pursuant to the Loan Agreement from (A) contractors and subcontractors and (B) materialmen, suppliers and vendors, covering all work for which funds have been disbursed pursuant to a prior request for disbursement as required pursuant to the Loan Agreement, and (ii) invoices, contracts, or other supporting documentation supplied. (v) All labor, materials, and/or services shown on each draw schedule, for which funds have been or are requested, are incorporated into the Property, as defined in the Loan Agreement, at this date. (vi) None of the amounts for which payment is requested in this Certificate have been included in any prior Borrower’s Requisition. All costs for which the current disbursement is sought have been incurred and are included as part of an approved Project Budget or in the most recent Approved Annual Budget. ACTIVE 41591362v9 (vii) No monetary Default, material non-monetary Default which is reasonably likely to have a Material Adverse Effect or Event of Default is continuing under the Loan Documents. (viii) The representations and warranties reaffirmed by this request for disbursement of Loan pursuant to the Loan Agreement are true and correct in all material respects on and as of the date of this Certificate and will be true and correct on and as of the date of such disbursement (unless the same solely relate to an earlier date).

ACTIVE 41591362v9 Very truly yours, MORTGAGE BORROWER: By: Name: Title: ACTIVE 41591362v9 EXHIBIT B-1 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to (i) that certain Amended and Restated Senior Loan Agreement dated as of ____________, 2023 (the “Closing Date”) (as amended, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), among 110 William Property Investors III, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Borrower”), Deutsche Pfandbriefbank AG, a German bank (“Administrative Agent”), and each lender from time to time party thereto (collectively, “Lenders”) and (ii) that certain Supplemental Building Loan Agreement dated as of the Closing Date (as each may have been amended, restated, supplemented or modified from time to time, “Building Loan Agreement,” and together with the Senior Loan Agreement, collectively or individually as the context may require, the “Loan Agreement”), by and among Borrower, Administrative Agent and Lenders. Pursuant to the provisions of Section 2.5 of the applicable Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the applicable Loan Agreement and used herein shall have the meanings given to them in the applicable Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] ACTIVE 41591362v9 EXHIBIT B-2 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to (i) that certain Amended and Restated Senior Loan Agreement dated as of ____________, 2023 (the “Closing Date”) (as amended, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), among 110 William Property Investors III, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Borrower”), Deutsche Pfandbriefbank AG, a German bank (“Administrative Agent”), and each lender from time to time party thereto (collectively, “Lenders”) and (ii) that certain Supplemental Building Loan Agreement dated as of the Closing Date (as each may have been amended, restated, supplemented or modified from time to time, “Building Loan Agreement,” and together with the Senior Loan Agreement, collectively or individually as the context may require, the “Loan Agreement”), by and among Borrower, Administrative Agent and Lenders. Pursuant to the provisions of Section 2.5 of the applicable Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the applicable Loan Agreement and used herein shall have the meanings given to them in the applicable Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] ACTIVE 41591362v9 EXHIBIT B-3 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to (i) that certain Amended and Restated Senior Loan Agreement dated as of ____________, 2023 (the “Closing Date”) (as amended, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), among 110 William Property Investors III, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Borrower”), Deutsche Pfandbriefbank AG, a German bank (“Administrative Agent”), and each lender from time to time party thereto (collectively, “Lenders”) and (ii) that certain Supplemental Building Loan Agreement dated as of the Closing Date (as each may have been amended, restated, supplemented or modified from time to time, “Building Loan Agreement,” and together with the Senior Loan Agreement, collectively or individually as the context may require, the “Loan Agreement”), by and among Borrower, Administrative Agent and Lenders. Pursuant to the provisions of Section 2.5 of the applicable Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the applicable Loan Agreement and used herein shall have the meanings given to them in the applicable Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: _ __, 20[ ]

ACTIVE 41591362v9 EXHIBIT B-4 U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to (i) that certain Amended and Restated Senior Loan Agreement dated as of ____________, 2023 (the “Closing Date”) (as amended, supplemented or otherwise modified from time to time, the “Senior Loan Agreement”), among 110 William Property Investors III, LLC, a Delaware limited liability company (together with its successors and/or assigns, “Borrower”), Deutsche Pfandbriefbank AG, a German bank (“Administrative Agent”), and each lender from time to time party thereto (collectively, “Lenders”) and (ii) that certain Supplemental Building Loan Agreement dated as of the Closing Date (as each may have been amended, restated, supplemented or modified from time to time, “Building Loan Agreement,” and together with the Senior Loan Agreement, collectively or individually as the context may require, the “Loan Agreement”), by and among Borrower, Administrative Agent and Lenders. Pursuant to the provisions of Section 2.5 of the applicable Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this applicable Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender, and (2) the undersigned shall have at all times furnished the Borrower with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the applicable Loan Agreement and used herein shall have the meanings given to them in the applicable Loan Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]

pacificoak110williamcarr

Exhibit 10.5 GUARANTY OF INTEREST AND CARRY COSTS THIS GUARANTY OF INTEREST AND CARRY COSTS (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is made this 5h day of July, 2023, by PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company, having an address at 3200 Park Center Drive, Suite 800, Costa Mesa, CA 92626, Attention: Brian Ragsdale (“Guarantor”) in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“PBB”), having an address at Parkring 28, 85748 Garching, Germany, Attention: Karsten Imhoff as administrative agent (in such capacity, “Administrative Agent”) for the Lenders from time to time party to the Loan Agreement (as defined below) (each Lender, together with its successors and assigns, individually, a “Lender” and, collectively, the “Lenders”). RECITALS: A. 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company (“Borrower”) and INVESCO CMI INVESTMENTS, L.P. (“Original Administrative Agent”) entered into that certain Senior Loan Agreement dated as of March 7, 2019 (the “Original Closing Date”) (as assigned to Administrative Agent pursuant to that certain Assignment and Assumption Agreement made by Original Administrative Agent to Administrative Agent dated as of May 29, 2019 (the “Assignment and Assumption Agreement”)), which Senior Loan Agreement was amended on April 29, 2022 by that certain First Amendment to Senior Loan Agreement, on September 7, 2022 by that certain Second Amendment to Senior Loan Agreement, on January 9, 2023 by that certain Third Amendment to Senior Loan Agreement, on April 10, 2023 by that certain Letter Agreement, on May 8, 2023 by that certain Letter Agreement and on June 8, 2023 by that certain Letter Agreement (collectively, the “Original Loan Agreement”). Borrower and Lender also entered into that certain Amended and Restated Building Loan Agreement dated as of March 7, 2019 (the “Original Building Loan Agreement”) (as assigned to Administrative Agent pursuant to the Assignment and Assumption Agreement). B. Pursuant to the Original Loan Agreement, the Original Building Loan Agreement and other Loan Documents set forth in the Original Loan Agreement, Borrower is the borrower of (x) the Senior Loan from the Lenders in the outstanding principal amount of $214,961,891.97 (the “Original Senior Loan”), (y) the Building Loan from the Lenders under the Building Loan Agreement in the outstanding principal amount of $24,096,964.78 (the “Original Building Loan”) and (z) the Supplemental Loan from PBB in the principal amount of $9,610,000.00 (the “Original Supplemental Loan”; together with the Original Senior Loan and the Original Building Loan, the “Original Loan”). C. Borrower has requested and the Lenders have agreed to restructure the terms of the Original Loan (the “Restructure”) including, without limitation, an increase of the Original Supplemental Loan from PBB by an additional $56,674,426.00 (the “Supplemental Loan Upsize”, and together with the Original Loan, the “Loan”). D. Administrative Agent, Lenders and Borrower have entered into that certain Amended and Restated Senior Loan Agreement (which amends and restates the Original Loan Agreement in its entirety) and Administrative Agent and Borrower have entered into that certain 2 Supplemental Building Loan Agreement, each dated as of the date hereof (collectively, the “Loan Agreement”), which Loan Agreement sets forth the terms and conditions of the Loan to Borrower secured by certain Property as defined and more particularly described in the Loan Agreement. E. In connection with the Restructure, Borrower, Savanna Real Estate Fund III, L.P., a Delaware limited partnership (“Savanna Fund III”), and Savanna Real Estate (PIV) Fund III, L.P., a Delaware limited partnership (“Savanna PIV” and together with Savanna Fund III, collectively, “Savanna Guarantor”), Guarantor, Administrative Agent and Lenders have entered into that certain Omnibus Amendment of Loan Documents dated as of the date hereof (the “Omnibus Amendment”) to amend and/or terminate the Existing Guaranties (as defined in the Omnibus Amendment). F. Guarantor is an Affiliate of Borrower and will receive direct or indirect benefit from Lenders’ making of the Loan to Borrower. G. The Loan is evidenced by those certain Promissory Notes as more particularly described in the Loan Agreement (collectively, as the same may hereafter be renewed, extended, supplemented, increased or modified and in effect from time to time, and all other notes given in substitution therefor, or in modification, renewal, or extension thereof, in whole or in part, herein called, the “Note”). H. Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the applicable Loan Agreement. This Guaranty is one of the Loan Documents described in the Loan Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to the Lenders to continue to extend credit to Borrower, Guarantor hereby guarantees to the Administrative Agent and the Lenders the prompt and full payment and performance of the Guaranteed Obligations (defined below), this Guaranty being upon the following terms and conditions: 1. Guaranteed Obligations. Subject to the terms and conditions hereof, (a) Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and the Lenders the punctual payment when due, and not merely the collectability, whether by lapse of time, by acceleration of maturity, or otherwise, and at all times thereafter the payment of the Guaranteed Obligations (as hereinafter defined) first arising from and after the date hereof. (b) As used herein, the term “Guaranteed Obligations” means, without duplication of any amounts paid pursuant to the Other Guaranties (or amounts paid by Borrower or Guarantor under any other Loan Documents) (A) Borrower’s obligation to pay all Carry Costs as and when the same become due and payable and prior to delinquency and Borrower’s obligation to pay Debt Service, and (B) Borrower’s obligation to make deposits into the Interest/Carrying Cost Account as and when due and/or payable in accordance with the Loan Agreement (regardless of whether the Maturity Date has occurred or there has been an acceleration of the Loan). For the avoidance of doubt, Lenders shall not be required to demonstrate a loss, liability 3 or other impairment under the Loan in order to enforce Guarantor’s obligations under this Guaranty. Notwithstanding anything to the contrary herein, to the extent proceeds of the Loan, cash flow from the Property or amounts held in any Reserve Fund intended to pay the costs comprising the Guaranteed Obligations are available for payment of the Guaranteed Obligations, Guarantor’s liability hereunder shall be reduced by the un-advanced proceeds of the Loan, available cash flow from the Mortgaged Property and amounts held in in any Reserve Fund, in each case, without regard to whether Lender makes such amounts available for such Guaranteed Obligations. (c) 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 Obligations or to require that all collateral shall continue to secure all of the Obligations owing to Lenders 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 Section 364 or 1111(b)(2) of the Bankruptcy Code. 2. Certain Agreements and Waivers by Guarantor. (a) Guarantor hereby agrees that each of the following shall constitute Events of Default hereunder (i) the occurrence of a default, beyond expiration of applicable notice and cure periods, by Guarantor in payment of the Guaranteed Obligations, or any part thereof, when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan Agreement. (b) Upon the occurrence of any Event of Default hereunder, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Lender. Guarantor shall, within ten (10) Business Days upon written demand by Administrative Agent, pay the Guaranteed Obligations to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the Debt, (ii) enforce any rights against any security that shall ever have been given to secure the Debt, (iii) join Borrower or any others liable for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or performance of the Guaranteed Obligations. (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent or any Lender against any party hereto. 4 (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender in satisfaction of the Guaranteed Obligations is held to constitute a preference, fraudulent transfer or other voidable payment under any applicable bankruptcy, insolvency or similar law, or if for any other reason Administrative Agent is required by law to refund such payment or pay the amount thereof to any other party, such payment by Borrower or any other party to Administrative Agent or any Lender in satisfaction of the Guaranteed Obligations shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of- pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor within ten (10) Business Days following written demand by Administrative Agent. 3. Subordination. If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to the property of Borrower securing the same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided that it is expressly understood and agreed that the foregoing does not apply to dividends, distributions, return of capital (or other payments made directly or indirectly by Borrower to Guarantor (in each case from Excess Cash Flow)) and otherwise in accordance with the terms of the Loan Documents prior to the occurrence and during the continuation of a Cash Trap Period which Guarantor shall have the absolute right to receive and retain; (c) Guarantor hereby assigns and grants to Administrative Agent a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below; provided, however, Administrative Agent shall not exercise any remedies with respect to such security unless an Event of Default exists or as otherwise expressly set forth in this Section

5 3(c). In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Administrative Agent and the Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section, Guarantor shall pay the same to Administrative Agent promptly, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Administrative Agent, for the benefit of Lenders and shall have absolutely no dominion over the same except to pay it promptly to Administrative Agent, for the benefit of Lenders; and (d) Guarantor shall promptly upon written request of Administrative Agent from time to time execute such documents and perform such acts as Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section. 4. Other Liability of Guarantor or Borrower. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Borrower to Lenders other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Administrative Agent and the Lenders hereunder shall be cumulative of any and all other rights that Administrative Agent and the Lenders may have against Guarantor. 5. Assignment by Administrative Agent or any Lender. This Guaranty is for the benefit of Administrative Agent and each Lender and their successors and assigns, and in the event of an assignment made in accordance with the Loan Agreement of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so assigned, may be transferred with such Guaranteed Obligations. To the extent permitted by law, Guarantor waives notice of any transfer or assignment of the Guaranteed Obligations, or any part thereof, and agrees that failure to give notice will not affect the liabilities of Guarantor hereunder. 6. Binding Effect. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, personal representatives, successors and assigns. Upon the death of Guarantor, if Guarantor is a natural person, this Guaranty shall continue against Guarantor’s estate as to all of the Guaranteed Obligations, including that portion incurred or arising after the death of Guarantor and shall be provable in full against Guarantor’s estate, whether or not the Guaranteed Obligations are then due and payable. If this Guaranty is signed by more than one Person, then all of the obligations of Guarantor arising hereunder shall be jointly and severally binding on each of the undersigned, and their respective heirs, personal representatives, successors and assigns, and the term “Guarantor” shall mean all of such 6 Persons and each of them individually. Without limitation of any other term, provision or waiver contained herein, Guarantor hereby acknowledges and agrees that it has been furnished true, complete and correct copies of the Loan Documents and has reviewed the terms and provisions thereof (including, without limitation, the Guaranteed Obligations). 7. Nature of Guaranty. Guarantor hereby acknowledges and agrees that this Guaranty (a) is a guaranty of payment and not only of collection and that Guarantor is liable hereunder as a primary obligor (solely with respect to the Guaranteed Obligations or the Obligations of Borrower), (b) shall only be deemed discharged after the indefeasible satisfaction in full of the Guaranteed Obligations or the Obligations of Borrower, and (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Administrative Agent’s or any Lender’s enforcement of remedies under the Loan Documents and (d) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or similar instrument (if any), but in all cases subject to the provisions of Section 30 hereof. 8. Governing Law; Forum. (a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE 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 CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF GUARANTOR, AND BY ITS ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, 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 EXCEPT AS SPECIFICALLY SET FORTH ABOVE. (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT ANY LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT ADMINISTRATIVE AGENT’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 7 OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza, 39th Floor New York, New York 10112 Attention: Ross Honig, Esq. AS ITS AUTHORIZED AGENT TO TAKE, RECEIVE AND FORWARD PROCESS ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. 9. Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable Legal Requirements. 10. Attorneys’ Fees, Costs and Expenses of Collection. Guarantor shall pay within ten (10) Business Days of written demand by Administrative Agent, all reasonable out-of-pocket costs and expenses (including court costs, reasonable attorneys’ fees, investigative costs and all other reasonable out-of-pocket costs and expenses actually incurred by Administrative Agent and/or any Lender in the enforcement of or preservation of Administrative Agent’s and/or any Lender’s rights under this Guaranty), whether or not suit is filed herein, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal, or whether in connection with the collection and enforcement of this Guaranty against any other 8 Guarantor, if there be more than one. Guarantor agrees to pay interest on any expenses or other sums due to Administrative Agent and the Lenders under this Section 10 that are not paid when due, at the Default Rate. Guarantor’s obligations and liabilities under this Section 10 shall survive any payment or discharge in full of the Guaranteed Obligations. 11. Payments. All sums payable under this Guaranty shall be paid in lawful money of the United States of America that at the time of payment is legal tender for the payment of public and private debts. 12. Controlling Agreement. It is not the intention of Administrative Agent, the Lenders or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under applicable Legal Requirements. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor’s capacity as guarantor, may lawfully be required to pay under applicable Legal Requirements, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable Legal Requirements. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Administrative Agent and Lenders. 13. Notices. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty shall be given in accordance with the applicable terms and conditions of the Loan Agreement. Notices to Guarantor shall be addressed as follows: Pacific Oak SOR Properties, LLC. c/o Pacific Oak Capital Advisors LLC 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Attention: Brian Ragsdale and Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, CA 92626-1993 Attention: Scott A. Morehouse, Esq. 14. Cumulative Rights. Subject to the applicable Legal Requirements, the exercise by Administrative Agent or any Lender of any right or remedy hereunder or under any other Loan Document, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Subject to the applicable Legal Requirements, the Administrative Agent and each Lender shall have all rights, remedies and recourses afforded to Administrative Agent by reason of this Guaranty or any other Loan Document or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Guarantor or others

9 obligated for the Guaranteed Obligations, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole discretion of Administrative Agent and the Lenders, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. No waiver of any default on the part of Guarantor or of any breach of any of the provisions of this Guaranty or of any other document shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers granted herein or in any other document shall be construed as a waiver of such rights and powers, and no exercise or enforcement of any rights or powers hereunder or under any other document shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. The granting of any consent, approval or waiver by Administrative Agent or any Lender shall be limited to the specific instance and purpose therefor and shall not constitute consent or approval in any other instance or for any other purpose. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right, remedy or recourse of Administrative Agent and the Lenders with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed, and delivered to Guarantor, by Administrative Agent. 15. Subrogation. Notwithstanding anything to the contrary contained herein, (a) Guarantor shall not have any right of subrogation in or under any of the Loan Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Obligations, until the Obligations have been fully and finally paid, and (b) if Guarantor is or becomes an “insider” (as defined in Section 101 of the Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation, except to the extent of collateral held by Administrative Agent for the benefit of the Lenders), whether such rights arise under an express or implied contract or by operation of law for a period of one year and one day after the Obligations have been fully and finally paid. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the Bankruptcy Code. This waiver is given to induce the Lenders to restructure and increase the Loan as contemplated by the Loan Agreement. 16. Further Assurances. Guarantor at Guarantor’s expense will promptly execute and deliver to Administrative Agent upon Administrative Agent’s written request all such other and further reasonably requested documents, agreements, and instruments in compliance with or accomplishment of the agreements of Guarantor under this Guaranty; provided, that the same does not increase the liabilities or obligations or decrease the rights of Guarantor hereunder by more than a de minimis amount. 10 17. No Fiduciary Relationship. The relationship between Administrative Agent, Lender and Guarantor is solely that of lender and guarantor. Neither Administrative Agent nor any Lender has a fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Administrative Agent and/or Lenders. 18. Interpretation. If this Guaranty is signed by more than one Person as “Guarantor”, then the term “Guarantor” as used in this Guaranty shall refer to all such Persons jointly and severally, and all promises, agreements, covenants, waivers, consents, representations, warranties and other provisions in this Guaranty are made by and shall be binding upon each and every such undersigned Person, jointly and severally and Administrative Agent and the Lenders may pursue any Guarantor hereunder without being required (i) to pursue any other Guarantor hereunder or (ii) pursue rights and remedies under the Security Instrument and/or applicable Legal Requirements with respect to the Property or any other Loan Documents. 19. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder. 20. Execution. This Guaranty may be executed in multiple counterparts, each of which, for all purposes, shall be deemed an original, and all of which together shall constitute one and the same agreement. 21. Entire Agreement. This Guaranty embodies the entire agreement between Administrative Agent, the Lenders and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty supersedes all prior agreements and understandings, if any, with respect to guaranty by Guarantor of the Guaranteed Obligations. No condition or conditions precedent to the effectiveness of this Guaranty exist. This Guaranty shall be effective upon execution by Guarantor and delivery to Administrative Agent, for the benefit of Lenders. This Guaranty may not be modified, amended or superseded except in a writing signed by Administrative Agent and Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. 22. WAIVER OF JURY TRIAL. GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GUARANTOR AND ADMINISTRATIVE AGENT MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS GUARANTY AND ANY OTHER LOAN DOCUMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR, LENDER AND ADMINISTRATIVE AGENT, AND GUARANTOR, 11 AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDER, HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. ADMINISTRATIVE AGENT, LENDER AND GUARANTOR EACH FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 23. Waivers. (a) Subject to applicable Legal Requirements, Guarantor hereby agrees that neither Administrative Agent’s or any Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and to the extent permitted under applicable law, the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or protections related to): (i) except as expressly set forth herein, any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) any homestead exemption or any other similar exemption under applicable Legal Requirements and Guarantor hereby waives the benefit of any such exemption as to the Guaranteed Obligations; (v) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any Person or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (other than as may be expressly provided for in such partial release in writing by Administrative Agent), or if one or more other guaranties are now or hereafter obtained by Administrative Agent or any Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (vii) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment or performance of 12 any or all of the Guaranteed Obligations; (viii) either with or without notice to or consent of Guarantor: any renewal, extension, modification or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents; (ix) any neglect, lack of diligence, delay, omission, failure, or refusal of Administrative Agent or any Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (x) any failure of Administrative Agent or any Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Loan Document, or of any release of or change in any security, or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any security or other recourse, or of any new agreement between Administrative Agent and Borrower, it being understood that, except as expressly set forth herein, Administrative Agent or any Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Borrower, including, but not limited to, any changes in the business or financial condition of Borrower, and Guarantor acknowledges and agrees that Administrative Agent or any Lender shall have no duty to notify Guarantor of any information which Administrative Agent may have concerning Borrower; (xi) if for any reason that Administrative Agent is required to refund any payment by Borrower to any other party liable for the payment or performance of any or all of the Guaranteed Obligations or pay the amount thereof to someone else; (xii) the making of advances by Administrative Agent or any Lender to protect its interest in the Property, preserve the value of the Property or for the purpose of performing any term or covenant contained in any of the Loan Documents; (xiii) the existence of any claim, counterclaim (other than a compulsory counterclaim), set off, recoupment, reduction or defense (other than the defense of actual payment of the Guaranteed Obligations or of the Obligations of Borrower) based upon any claim or other right that Guarantor may at any time have against Borrower, Administrative Agent, any Lender, or any other Person, whether or not arising in connection with this Guaranty, the Note, the Loan Agreement, or any other Loan Document; (xiv) the unenforceability of all or any part of the Obligations of Borrower against Borrower, whether because the Obligations of Borrower exceed the amount permitted by law or violate any usury law, or because the act of creating the Obligations of Borrower, or any part thereof, is ultra vires, or because the officers or Persons creating same acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents,

13 or because Borrower’s obligation ceases to exist by operation of law, or because of any other reason or circumstance (other than the actual payment), it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Obligations, or any part thereof, for any reason (and regardless of any joinder of Borrower or any other party in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (xv) any order, ruling or plan of reorganization emanating from proceedings under any bankruptcy or similar insolvency laws with respect to Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Obligations, whether or not consented to by Administrative Agent or any Lender; and/or (xvi) any partial or total transfer, pledge and/or reconstitution of Borrower and/or any direct or indirect owner of Borrower (regardless of whether the same is permitted under the Loan Documents). (b) This Guaranty shall be effective as a waiver of, and each Guarantor hereby expressly waives to the extent permitted by Legal Requirements: (i) any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Administrative Agent or any Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever; and (ii) any right and/or requirement of or related to notice (except as set forth herein or in the other Loan Documents), presentment, protest, notice of protest, further notice of nonpayment, notice of dishonor, default, nonperformance, intent to accelerate, acceleration, existence of the Debt and/or any amendment or modification of the Debt. 24. Representations and Warranties of Guarantor. Guarantor hereby makes the following representations and warranties (each of which shall remain materially true and correct during the term hereof): (a) it is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Obligations; (b) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been obtained and delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant 14 to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 25. Financial Covenants of Guarantor (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor 15 and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: (i) At all times throughout the Term of this Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth as of a given date, calculated in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. 16 (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or better or the equivalent by Moody’s; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or indeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion and shall mean the “liquid assets” of Guarantor, free and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, and (y) the following, to the extent acquired for investment or with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the New York Stock Exchange, the American Stock Exchange or NASDAQ, and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged. (iv) Guarantor shall not, at any time while a default in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other acquisition for consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein, in either case (i) or (ii), which could have the effect of reducing the Net Worth of Guarantor below the applicable Net Worth Threshold. 26. Transfer of Loan. (a) Subject to the terms of the Loan Agreement, Lender may, at any time, sell, transfer or assign the Note, the Loan Agreement, the Security Instrument, this Agreement

17 and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any credit rating agency (the foregoing entities hereinafter collectively referred to as the “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to Guarantor and the Property, whether furnished by Guarantor, any other guarantor or otherwise, as Lender determines necessary or desirable, provided that Lender shall direct the recipients to keep such information confidential. Guarantor agrees to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by such Lender. Guarantor shall also furnish, and Guarantor hereby consents to any Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of the Guarantor and any and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest, provided that Lender shall direct the recipients to keep such information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 26(a) except for di minimis costs, which costs shall be included in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement). (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Lender’s request, Guarantor shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require. 27. Other Guaranties. (a) The obligations of Guarantor hereunder are separate and distinct from, and in addition to (and shall not be limited by), the obligations of Guarantor now or hereafter arising under any other guaranties, including, without limitations, the Completion Guaranty, the Guaranty of Recourse Obligations, the Funding Guaranty, indemnification agreements or other agreements to which Guarantor is now or hereafter becomes a party in connection with the Loan Agreement (collectively, the “Other Guaranties”). Administrative Agent’s enforcement hereof, and receipt of any amounts hereunder with respect to the Guaranteed Obligations, shall not be limited by (a) any recovery of Administrative Agent under any of the Other Guaranties, (b) the receipt by Administrative Agent or any Lender of any amounts paid by Borrower, any Affiliate of Borrower or any other Person (other than a payment by a Guarantor of a claim expressly made by Administrative Agent or any Lender pursuant to this Guaranty) to Borrower with respect to the 18 Loan, or (c) any recovery of Administrative Agent under any of the other Loan Documents. (b) Guarantor, Administrative Agent and Lenders each hereby acknowledges and agrees that this Guaranty replaces those obligations of Savanna Guarantor pursuant to that certain Guaranty of Interest and Carry Costs dated as of March 7, 2019 (as amended, modified and/or supplemented, collectively, the “Savanna Guaranty”), which Savanna Guaranty has been terminated in its entirety by the Omnibus Amendment. In connection with the Supplemental Loan Upsize, (i) the Savanna Guaranty has been terminated in its entirety as of the date hereof and Savanna Guarantor has been fully released therefrom as more particularly set forth in the Omnibus Amendment, and (ii) from and after the date hereof, this Guaranty and Guarantor’s obligations hereunder with respect to events and circumstances first arising or occurring from and after the date hereof shall replace the Savanna Guaranty. 28. New York Provisions. Guarantor acknowledges and agrees that this Guaranty is, and is intended to be, an instrument for the payment of money only, as such phrase is used in Section 3213 of the Civil Practice Law and Rules of the State of New York, that Guarantor has been fully advised by its counsel of Lender’s rights and remedies pursuant to such Section 3213 and that Guarantor expressly waives any right, and hereby agrees not, to assert that this Guaranty is not such an instrument. 29. Exculpation. Notwithstanding anything to the contrary contained in the Loan Documents, no direct or indirect shareholder, partner, member, principal, affiliate, employee, officer, director, agent or representative of Guarantor shall have any liability for, nor be joined as a party to any action with respect to or be required to make capital contributions or loans in order to fund (i) the payment of any sum of money which is or may be payable under this Guaranty, or (ii) the performance or discharge of any covenants, obligations or undertakings of any Guarantor under this Guaranty; provided that nothing contain in this Section 29 shall impair the liability of any Guarantor or Borrower under this Guaranty or the other Loan Documents to the extent applicable. 30. Survival. This Guaranty shall survive the exercise of remedies following an Event of Default under the Loan Agreement or the other Loan Documents, including, but not limited to a foreclosure of the Mortgage, and shall remain in full force and effect until all Obligations and other sums due under the Loan Agreement and the other Loan Documents have been fully satisfied and indefeasibly paid in full to Administrative Agent or Lender as applicable; provided that, notwithstanding anything herein or in the Loan Documents to the contrary, the Guaranteed Obligations shall cease accruing from and after the earlier of (a) the date that Administrative Agent and/or its designee or another purchaser have taken title to, possession and control of the Property or the Collateral pursuant to a foreclosure sale or deed in lieu of foreclosure, (b) the repayment in full of the Debt, (c) intentionally left blank, and (d) the date (the “DIL Tender Date”) on which Borrower shall have delivered to Administrative Agent each of the following: 19 (a) a fully authorized, executed, binding and enforceable bargain and sale deed to the Property in suitable form for recording (a “DIL”) granting to Lender (or its nominee or designee) all of Borrower’s right, title and interest in and to the Property, which DIL shall convey good fee title to the Property, free from all liens, encumbrances or interest of any other party, other than Permitted Encumbrances, liens for taxes or other similar charges not yet due or payable, any lis pendens or other liens or encumbrances filed by, or consented to in writing by, Administrative Agent or Lenders (or which results from acts or omissions of Administrative Agent or Lenders first occurring after Borrower no longer controls the Property due to action taken by Administrative Agent or Lenders, such as institution of a receivership); (b) Borrower and/or Guarantor shall have paid (or deposited in the Carry Costs Account) an amount equal to Administrative Agent’s reasonable estimate of Carry Costs and Debt Service through the day immediately prior to the DIL Tender Date; (c) A duly authorized and executed (i) assignment of leases and contracts, and (ii) bill of sale, each in form and substance reasonably acceptable to Administrative Agent, and, which unconditionally transfers and conveys, to the fullest extent transferable or assignable, Borrower’s interest in all leases, Contracts, intangibles and personal property associated with the Property, including, without limitation, operating contracts, material agreements, management agreements, construction agreements and contracts, architect’s contracts, engineer’s contracts, plans and specifications and all other contracts, agreements, licenses, permits and other rights held by the Borrower or its Affiliates with respect to the Property, together with originals or copies of all leases, service contracts, building permits, certificates of occupancy, and other material governmental permits, subdivision maps, licenses and approvals for the Property, all plans and specifications for the Project, all surveys, structural, mechanical, engineering, electrical, soil, environmental, and similar reports and studies; (d) a fully authorized, executed, binding and enforceable release of Administrative Agent, Lender and their Affiliates (collectively with their successors and assigns, the “Guaranteed Parties”) in form and substance reasonably acceptable to Administrative Agent, pursuant to which Borrower shall, effective as of the date of Administrative Agent’s recording of the DIL, fully release each Guaranteed Party and its Affiliates from any and all claims pertaining to the Loan and the Property accruing prior to and/or as of the date of such recording of the DIL; (e) an updated title commitment evidencing Borrower’s interest in the Property, free and clear of all liens, security interests and other encumbrances, except for Permitted Encumbrances liens for taxes or other similar charges not yet due or payable, any lis pendens or other liens or encumbrances filed by, or consented to in writing by, Administrative Agent or Lenders (or which results from acts or omissions of Administrative Agent or Lenders first occurring after Borrower no longer controls the Property due to action taken by Administrative Agent or Lenders, such as institution of a receivership); 20 (f) all required state and city transfer tax returns and documents required in connection therewith, properly completed, duly executed and acknowledged, and a bank check or wire transfer of funds in the amount of all city and state transfer taxes due in connection with the DIL, together with payment of any and all other expenses incurred in connection with the conveyance of the Property, including, without limitation, reasonable out-of-pocket legal fees incurred by Administrative Agent in connection therewith and expenses related thereto; (g) an environmental Phase I site assessment of the Property (a “Phase I”) which Phase I substantially complies with the American Society for the Testing of Materials (“ASTM”) E1 527-00 standard for audits and is performed by an environmental firm satisfactory to Administrative Agent, and such Phase I does not identify any Recognized Environmental Conditions as defined in ASTM E1 527-00 that require any remedial action or violate any environmental law (other than those conditions expressly identified in the environmental assessments delivered to the Administrative Agent and the Lender on or prior to the date hereof), and Borrower shall have paid for all out-of-pocket costs actually incurred with respect thereto; (h) delivery to Administrative Agent of all cash and non-cash security (and an assignment of such non-cash security, if applicable), prepaid Rents (if any) and any other deposits and/or escrows relating to the Property, except to the extent any of the foregoing were previously applied in accordance with the terms of the applicable Lease; (i) an assignment of Borrower’s rights to the Accounts and the Reserve Funds (as each such term is defined in the Loan Agreement); (j) resolutions of Borrower authorizing the transactions contemplated in connection with the transfer of the Property pursuant to the deed-in-lieu of foreclosure and a true, correct and complete copy of the operating agreement of Borrower, as amended, consents of Borrower, to the extent such consents are required by the Title Company for issuance of the title insurance policy in favor of such transferee; (k) without duplication of Carry Costs paid pursuant to clause (b) above, Administrative Agent has received Borrower’s share of all real estate taxes, sewer and water rents (based upon estimated readings) and other assessments for the term of Borrower’s ownership of the Property; (l) payment of all out-of-pocket costs and expenses incurred by Administrative Agent or Lender in connection with the DIL Tender; and (m) as of the DIL Tender Date, Borrower and/or Guarantor shall have paid all Carry Costs and Debt Service and other amounts that constitute Guaranteed Obligations hereunder (for the avoidance of doubt, other than repayment of the Outstanding Principal Balance) then due and payable to Administrative Agent and/or Lender (or to other Persons if such payment is covered by the scope of this Guaranty) under the Loan Agreement and the other Loan Documents.

21 [NO FURTHER TEXT ON THIS PAGE] [Signature Page to Guaranty of Interest and Carry Costs] IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty under as of the date first written above. GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: /s/ Michael Bender Name: Michael A. Bender Title: Chief Financial Officer Exhibit A EXHIBIT A COMPLIANCE CERTIFICATE Guarantor Name: PACIFIC OAK SOR PROPERTIES, LLC Property Address: 110 William Street, New York, New York 10022 Guarantor is providing this Compliance Certificate in accordance with the terms of that certain Guaranty of Interest and Carry Costs, dated [__], 2023 (the “Guaranty”), made by Guarantor in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“Administrative Agent”) on behalf of the Lenders (as defined in the Guaranty). Capitalized terms used in this Compliance Certificate and not specifically defined herein have the meaning provided in the Guaranty. This Compliance Certificate covers the period from , 20__ through , 20____ , inclusive (“Covered Period”). Guarantor hereby represents, warrants and certifies to Administrative Agent and each Lender that, as of the date hereof (or such other date as may be specified below), and unless otherwise provided on Schedule A hereto: 1. No Default or Event of Default has occurred and is continuing. 2. Guarantor’s representations and warranties set forth in the Guaranty are true and correct in all material respects. 3. Guarantor’s Net Worth as of the end of the Covered Period is: Required: [100,000,000.00]1 (together with [___] in the aggregate) Actual: 4. Guarantor’s Liquidity as of the end of the Covered Period is: Required: $10,000,000.00 (together with [____] in the aggregate) Actual: BY SIGNING BELOW, Guarantor certifies that (a) all information provided in this Compliance Certificate and Schedule A hereto (if attached) is true, accurate and correct in all material respects and does not omit any material fact that would make any statement false or misleading and (b) the undersigned representative is duly authorized to sign this Compliance Certificate on Guarantor’s behalf. [SIGNATURES ON THE FOLLOWING PAGE] 1 To be reduced after the initial thirty-six month period of the term of the Loan as per Section 25(e)(ii) of the Guaranty. 24 GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: Name: Michael A. Bender Title: Chief Financial Officer

pacificoak110williamcomp

Exhibit 10.6 COMPLETION GUARANTY THIS COMPLETION GUARANTY (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is made this 5th day of July, 2023, by PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company, having an address at 3200 Park Center Drive, Suite 800, Costa Mesa, CA 92626, Attention: Brian Ragsdale (“Guarantor”) in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“PBB”), having an address at Parkring 28, 85748 Garching, Germany, Attention: Karsten Imhoff as administrative agent (in such capacity, “Administrative Agent”) for the Lenders from time to time party to the Loan Agreement (as defined below) (each Lender, together with its successors and assigns, individually, a “Lender” and, collectively, the “Lenders”). RECITALS: A. 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company (“Borrower”) and INVESCO CMI INVESTMENTS, L.P. (“Original Administrative Agent”) entered into that certain Senior Loan Agreement dated as of March 7, 2019 (the “Original Closing Date”) (as assigned to Administrative Agent pursuant to that certain Assignment and Assumption Agreement made by Original Administrative Agent to Administrative Agent dated as of May 29, 2019 (the “Assignment and Assumption Agreement”)), which Senior Loan Agreement was amended on April 29, 2022 by that certain First Amendment to Senior Loan Agreement, on September 7, 2022 by that certain Second Amendment to Senior Loan Agreement, on January 9, 2023 by that certain Third Amendment to Senior Loan Agreement, on April 10, 2023 by that certain Letter Agreement, on May 8, 2023 by that certain Letter Agreement and on June 8, 2023 by that certain Letter Agreement (collectively, the “Original Loan Agreement”). Borrower and Lender also entered into that certain Amended and Restated Building Loan Agreement dated as of March 7, 2019 (the “Original Building Loan Agreement”) (as assigned to Administrative Agent pursuant to the Assignment and Assumption Agreement). B. Pursuant to the Original Loan Agreement, the Original Building Loan Agreement and other Loan Documents set forth in the Original Loan Agreement, Borrower is the borrower of (x) the Senior Loan from the Lenders in the outstanding principal amount of $214,961,891.97 (the “Original Senior Loan”), (y) the Building Loan from the Lenders under the Original Building Loan Agreement in the outstanding principal amount of $24,096,964.78 (the “Original Building Loan”) and (z) the Supplemental Loan from PBB in the principal amount of $9,610,000.00 (the “Original Supplemental Loan”; together with the Original Senior Loan and the Original Building Loan, the “Original Loan”). C. Borrower has requested and the Lenders have agreed to restructure the terms of the Original Loan (the “Restructure”) including, without limitation, an increase of the Original Supplemental Loan from PBB by an additional $56,674,426.00 (the “Supplemental Loan Upsize”, and together with the Original Loan, the “Loan”). D. Administrative Agent, Lenders and Borrower have entered into that certain Amended and Restated Senior Loan Agreement (which amends and restates the Original Loan Agreement in its entirety) and Administrative Agent and Borrower have entered into that certain Supplemental Building Loan Agreement, each dated as of the date hereof (collectively, the “Loan Agreement”), which Loan Agreement sets forth the terms and conditions of the Loan to Borrower secured by certain Property as defined and more particularly described in the Loan Agreement. E. In connection with the Restructure, Borrower, Savanna Real Estate Fund III, L.P., a Delaware limited partnership (“Savanna Fund III”), and Savanna Real Estate (PIV) Fund III, L.P., a Delaware limited partnership (“Savanna PIV” and together with Savanna Fund III, collectively, “Savanna Guarantor”), Guarantor, Administrative Agent and Lenders have entered into that certain Omnibus Amendment of Loan Documents dated as of the date hereof (the “Omnibus Amendment”) to amend and/or terminate the Existing Guaranties (as defined in the Omnibus Amendment). F. Guarantor is an Affiliate of Borrower and will receive direct or indirect benefit from Lenders’ making of the Loan to Borrower. G. The Loan is evidenced by those certain Promissory Notes as more particularly described in the Loan Agreement (collectively, as the same may hereafter be renewed, extended, supplemented, increased or modified and in effect from time to time, and all other notes given in substitution therefor, or in modification, renewal, or extension thereof, in whole or in part, herein called, the “Note”). H. Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the applicable Loan Agreement. This Guaranty is one of the Loan Documents described in the Loan Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to the Lenders to continue to extend credit to Borrower, Guarantor hereby guarantees to Administrative Agent and the Lenders the prompt and full payment and performance of the Guaranteed Obligations (defined below), this Guaranty being upon the following terms and conditions: 1. Guaranteed Obligations. (a) Subject to the terms and conditions hereof, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Administrative Agent and the Lenders, the construction, development and completion of the Tenant Improvement Work as required pursuant to the DCAS Lease and, to the extent Borrower has commenced any Capital Expenditures Work or Other Tenant Improvement Work, construct, develop and complete the Capital Expenditures Work or Other Tenant Improvement Work, as applicable, to completion, in each case, in a good and workmanlike manner and in accordance with Legal Requirements in all material respects and in accordance with the terms and conditions of the Loan Agreement free and clear of any and all Liens other than Permitted Encumbrances, and all other work contemplated or required to be completed pursuant to the Loan Documents and Legal Requirements (collectively, the “Guaranteed Work”); provided that amounts set forth in the Project Budget shall not be a limitation on any obligation to complete the Guaranteed Work in accordance with this Guaranty, regardless of cost. Furthermore, Guarantor shall: (i) perform, construct, erect, install and fully complete, or cause to be performed, constructed, erected, installed and fully completed, the Guaranteed Work. Without limiting the generality of the foregoing, Guarantor guarantees that with respect to such Guaranteed Work: (A) performance of the Guaranteed Work shall commence and be completed within the time limits set forth in the Loan Agreement, the Leases and the applicable schedule set forth in any Project Budget submitted to Administrative Agent in connection with any Future Advance; (B) the Guaranteed Work shall be performed and completed in accordance with the Loan Documents, the Leases and any documents submitted to Administrative Agent in connection with an Advance, without deviation therefrom unless approved by Administrative Agent in writing; and (C) all out-of-pocket costs and expenses of performing the Guaranteed Work, including, without limitation, all Capital Expenditure Work, TI/LC Costs and Other TI/LC Costs, shall be paid as and when due, including without limitation, all claims and demands for labor, materials, tools, equipment, supplies and/or services incurred or used to construct and complete the Guaranteed Work; (ii) cause the Property at all times to be free and clear of any Liens of any nature connected with or arising from the performance and completion of the Guaranteed Work, whether equal or prior in lien or other priority or subordinate to the lien of the Mortgage, and fully reimburse Administrative Agent, the Lenders, Construction Consultant and their respective Affiliates (each, a “Lender Party”, and collectively, the “Lender Parties”), for any and all reasonable out-of-pocket sums expended or incurred by any Lender Party to pay or discharge any Liens entered or filed against the Property, subject to the right to contest same as set forth in the Loan Agreement, including, without limitation, any and all damages, reasonable out-of- pocket costs and expenses and reasonable attorneys’ fees that any Lender Party may actually incur by reason thereof; (iii) fully reimburse Lender Parties for any and all reasonable out-of- pocket amounts expended or incurred by any Lender Party for or toward the performance and completion of the Guaranteed Work as a result of (and after notice to Guarantor of) the failure by Borrower or Guarantor to prosecute the Guaranteed Work diligently and complete the same in accordance with the terms and conditions of the Loan Agreement and the Leases; and (iv) fully indemnify, defend and hold the Lender Parties harmless from and against any and all costs, claims, actions, causes of action, losses, liabilities or reasonable out-of-pocket expenses, including, without limitation, diminution in value of the collateral for the Loan as well as reasonable attorney’s fees and court costs and damages related to or resulting or arising from any failure by Borrower or Guarantor to fully perform and complete the Guaranteed Work as and when required under the Loan Agreement and the Leases (giving effect to applicable grace, notice and cure periods) but excluding any direct or indirect consequential damages and any punitive or special damages (except to the extent any of the foregoing result in amounts that are actually paid to a third party). (b) Guarantor, hereby absolutely and unconditionally guarantees to Administrative Agent payment of any TI/LC Costs and Other TI/LC Costs that will be incurred pursuant to the DCAS Lease and any other Lease (excluding the DCAS Lease), respectively, executed by Borrower on or before the date Administrative Agent commences exercise of its remedies under the Loan Documents, and, for the avoidance of doubt, neither Administrative Agent nor any Lender shall be required to demonstrate a loss or other impairment under the Loan in order to enforce the obligation in this clause (b). (c) Guarantor shall comply with all of the requirements of the Loan Agreement and this Guaranty relating to the Guaranteed Work. If Guarantor fails to comply with such requirements, and then if Administrative Agent (on behalf of the Lenders) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Guaranteed Work, the provisions of Section 1(d) of this Guaranty shall apply. Any out-of-pocket amounts reasonably expended by Administrative Agent or the Lenders and not reimbursed within five (5) Business Days of demand therefor shall accrue interest at the Default Rate until paid in full. (d) If Administrative Agent (on behalf of the Lenders) exercises its right under the Loan Agreement and the other Loan Documents to take possession of the Property and complete the Guaranteed Work upon Guarantor’s failure to comply with the provisions of Section 1(a)(i) above, Guarantor shall not have the right to complete the Guaranteed Work, but shall remain liable for all other obligations under this Guaranty. (e) The payment, compliance and performance obligations guaranteed by Guarantor pursuant to this Section 1 are hereinafter collectively referred to as the “Guaranteed Obligations”. The liabilities of Guarantor under this Section 1 shall not be limited by the amount of the Loan, but shall be determined solely by the cost of performance and completion of the Guaranteed Work and the performance of the other undertakings set forth in this Section 1. Notwithstanding anything to the contrary contained in this Guaranty, (i) in no event shall the liability of Guarantor hereunder include any special, consequential or punitive damages (except to the extent any of the

foregoing result in amounts that are actually paid to a third party), (ii) from and after the time that Administrative Agent (or its designee or receiver) takes title to the Property and completes the Guaranteed Work pursuant to subparagraph (d) above, Guarantor shall not have any liability under this Guaranty for increased costs of completing the Guaranteed Work to the extent that such increased costs are directly and solely attributable to elective material deviations from the scope of the Plans made by Lender that are not required in order to complete the Guaranteed Work in accordance with the Plans and are inconsistent with the scope and quality of the work and/or finishes contemplated by the latest Plans in place on the date on which Lender (or its designee or receiver) acquired title or otherwise took possession of the Property, and (iii) the liability of Guarantor under this Guaranty with respect to the obligation to commence and construct the Guaranteed Work through completion shall be reduced by (1) the amount of any Future Advances available for costs in order to perform the Guaranteed Work that have not yet been advanced by Lender, plus (2) the amount of any Reserve Funds allocated for the Guaranteed Work to the extent that all of the conditions in the Loan Agreement for the disbursement of such Reserve Funds have been satisfied (other than those which cannot by their nature be satisfied by Guarantor (e.g. the bankruptcy of Borrower)) and Administrative Agent has not previously made such Reserve Funds available for the performance of the Guaranteed Obligations. Further, notwithstanding anything to the contrary herein or in the other Loan Documents, in no event shall the Guaranteed Obligations hereunder or the Liquidated Damages Amount (defined below) be duplicative of (nor shall Guarantor be responsible for) any amounts for which Guarantor is responsible or for which Lender has pursued and/or collected pursuant to the Funding Guaranty. 2. Remedies. (a) If Guarantor fails to promptly perform any of its obligations under this Guaranty, Administrative Agent (on behalf of the Lenders) shall have the following remedies, together with any other remedies under this Guaranty or at law or in equity: (i) at Administrative Agent’s option, and without any obligation to do so, Administrative Agent may proceed to perform on behalf of Guarantor any or all the Guaranteed Obligations hereunder and Guarantor shall, within ten (10) Business Days after written demand by Administrative Agent and whether or not such Guaranteed Obligations are actually completed by Administrative Agent, pay to Administrative Agent all sums reasonably expended or incurred by any Lender Party in performing the Guaranteed Obligations, together with interest on such sum at the Default Rate if such sums are not paid by the tenth (10th) Business Day after Administrative Agent’s written demand; and (ii) from time to time and without first requiring performance by Borrower or exhausting any or all security for the Loan, to bring any action at law or in equity or both to compel Guarantor to perform their obligations hereunder, and to collect in any such action compensation for all loss, cost, damage, injury and expense sustained or incurred by any Lender Party as a direct or indirect consequence of the failure of Guarantor to perform the Guaranteed Obligations together with interest thereon at Default Rate, provided however, that Guarantor shall not be liable for punitive, consequential, special or speculative damages, except to the extent incurred by Lender pursuant to a third party claim; and (iii) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN ADDITION TO ALL OF ADMINISTRATIVE AGENT’S AND THE LENDERS’ OTHER RIGHTS HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS, WHETHER OR NOT ADMINISTRATIVE AGENT OR ANY LENDER SHALL ELECT FOR COMPLETION OF THE GUARANTEED WORK AS SET FORTH ABOVE, ADMINISTRATIVE AGENT AND THE LENDERS SHALL HAVE THE OPTION, IN THEIR SOLE DISCRETION, TO REQUIRE THAT GUARANTOR PAY TO ADMINISTRATIVE AGENT, ON BEHALF OF THE LENDERS, AS LIQUIDATED DAMAGES (AND AS THE GUARANTOR’S SOLE LIABILITY UNDER THIS GUARANTY IN SUCH EVENT) AN AMOUNT (THE “LIQUIDATED DAMAGES AMOUNT”) EQUAL TO THE EXCESS, IF ANY, OF (I) ALL OF THE COSTS WHICH WOULD HAVE BEEN INCURRED IN ORDER TO PERFORM THE GUARANTEED WORK (EVEN IF ADMINISTRATIVE AGENT OR LENDER DOES NOT INTEND TO PERFORM THE GUARANTEED WORK), OVER (II) AN AMOUNT EQUAL TO (A) THE REMAINING FUTURE ADVANCES (WHICH FOR THE AVOIDANCE OF DOUBT SHALL EXCLUDE (1) ANY UNADVANCED PORTION OF THE FUTURE FUNDING AMOUNT THAT HAS BEEN CANCELLED PURSUANT TO SECTION 2.7.7 OF THE SUPPLEMENTAL BUILDING LOAN AGREEMENT, AND (2) ANY UNADVANCED PORTION OF THE FUTURE ADVANCES THAT IS ALLOCATED TO A PORTION OF CAPITAL EXPENDITURES WORK THAT IS NOT REQUIRED TO BE COMPLETED PURSUANT TO A SET OF PLANS AND SPECIFICATIONS APPROVED BY ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE LOAN AGREEMENT, TENANT IMPROVEMENT WORK OR OTHER TENANT IMPROVEMENT WORK THAT IS NOT REQUIRED TO BE COMPLETED IN ACCORDANCE WITH THE TERMS OF A LEASE THAT HAS NOT BEEN COMMENCED BY BORROWER AS OF THE DATE OF DEMAND HEREUNDER OR THAT HAS BEEN COMMENCED, BUT HAS NOT BEEN COMPLETED IN ACCORDANCE WITH THE LOAN DOCUMENTS AND THE LEASES) AS OF THE EARLIER OF THE MATURITY DATE OR THE ACCELERATION OF THE LOAN (THE “DETERMINATION DATE”) FOLLOWING AN EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, LESS (B) ANY FURTHER AMOUNTS ACTUALLY DISBURSED TO BORROWER OR GUARANTOR PURSUANT TO THE LOAN AGREEMENT OR THIS GUARANTY ON OR AFTER THE DETERMINATION DATE AND PRIOR TO PAYMENT TO ADMINISTRATIVE AGENT (ON BEHALF OF THE LENDERS) OF THE AMOUNT DETERMINED IN ACCORDANCE WITH THIS PARAGRAPH. THE AFORESAID COSTS SHALL BE EQUAL TO THE AMOUNT OF SUCH COSTS AS REASONABLY ESTIMATED BY THE CONSTRUCTION CONSULTANT AND APPROVED BY ADMINISTRATIVE AGENT. ANY SUCH AMOUNT ESTIMATED BY THE CONSTRUCTION CONSULTANT (AND APPROVED BY ADMINISTRATIVE AGENT) AS AFORESAID SHALL BE CONCLUSIVE FOR PURPOSES OF DETERMINING GUARANTOR’S LIABILITY HEREUNDER, PROVIDED THAT THE CONSTRUCTION CONSULTANT HAS MADE SUCH ESTIMATE OR DETERMINATION IN GOOD FAITH AND ABSENT MANIFEST ERROR. SUCH PAYMENT SHALL BE DUE NO LATER THAN TEN (10) BUSINESS DAYS FOLLOWING THE GIVING OF A WRITTEN DEMAND THEREFOR FROM THE ADMINISTRATIVE AGENT, AND SHALL ACCRUE INTEREST AT THE DEFAULT RATE FROM AND AFTER THE EXPIRATION OF SUCH TEN (10) BUSINESS DAY PERIOD UNTIL THE SAME IS PAID IN FULL. IT IS AGREED THAT IF ADMINISTRATIVE AGENT SO ELECTS TO RECEIVE SUCH PAYMENT, ANY SUCH PAYMENT SHALL BE RETAINED BY ADMINISTRATIVE AGENT, ON BEHALF OF LENDER, AS LIQUIDATED DAMAGES. THE PARTIES FURTHER ACKNOWLEDGE AND AGREE THAT THE ACTUAL DAMAGES OF ADMINISTRATIVE AGENT AND LENDER IN SUCH EVENT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE LIQUIDATED DAMAGES AMOUNT, IF AND SOLELY IF SO ELECTED BY ADMINISTRATIVE AGENT, AND AS DETERMINED IN ACCORDANCE WITH THE FOREGOING IS A REASONABLE ESTIMATE OF THE DAMAGES THAT ADMINISTRATIVE AGENT AND LENDER WOULD INCUR IN THE EVENT THAT BORROWER HAS NOT TIMELY AND FULLY COMPLETED THE GUARANTEED WORK. THE PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT TO ADMINISTRATIVE AGENT AND LENDER UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO ADMINISTRATIVE AGENT AND LENDER. 3. Certain Agreements and Waivers by Guarantor. (a) Guarantor hereby agrees that each of the following shall constitute Events of Default hereunder (i) the occurrence of a default, beyond expiration of applicable grace, notice and cure periods, by Guarantor in payment of the Guaranteed Obligations, or any part thereof, when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan Agreement. (b) Upon the occurrence of any Event of Default hereunder, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Lender. Guarantor shall, promptly following written demand, pay the Guaranteed Obligations to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the Debt, (ii) enforce any rights against any security that shall ever have been given to secure the Debt, (iii) join Borrower or any others liable for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or performance of the Guaranteed Obligations. (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent or any Lender against any party hereto. (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender is held to constitute a preference, fraudulent transfer or other voidable payment under any bankruptcy, insolvency or similar law, or if for any other reason Administrative Agent is required to refund such payment or pay the amount thereof to any other party, such payment by Borrower or any other party to Administrative Agent or any Lender shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of- pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor promptly following written demand by Administrative Agent. 4. Subordination. If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to property of Borrower securing same shall, at all times, be subordinate in all respects to the Guaranteed Obligations and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations;

(b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided that it is expressly understood and agreed that the foregoing does not apply to dividends, distributions, return of capital (or other payments made directly or indirectly by Borrower to Guarantor (in each case from Excess Cash Flow)) and otherwise in accordance with the terms of the Loan Documents prior to the occurrence and during the continuation of a Cash Trap Period which Guarantor shall have the absolute right to receive and retain; (c) Guarantor hereby assigns and grants to Administrative Agent a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below; provided, however, Administrative Agent shall not exercise any remedies with respect to such security unless an Event of Default exists or as otherwise expressly set forth in this Section 4(c). In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Administrative Agent and the Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section, Guarantor shall pay the same to Administrative Agent promptly, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Administrative Agent, for the benefit of Lenders and shall have absolutely no dominion over the same except to pay it promptly to Administrative Agent, for the benefit of Lenders; and (d) Guarantor shall promptly upon written request of Administrative Agent from time to time execute such documents and perform such acts as Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section. 5. Other Liability of Guarantor or Borrower. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Borrower to Lenders other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Administrative Agent and the Lenders hereunder shall be cumulative of any and all other rights that Administrative Agent and the Lenders may have against Guarantor. 6. Assignment by Administrative Agent or any Lender. This Guaranty is for the benefit of Administrative Agent and each Lender and their successors and assigns, and in the event of an assignment made in accordance with the Loan Agreement of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so assigned, may be transferred with such Guaranteed Obligations. Guarantor waives notice of any transfer or assignment of the Guaranteed Obligations, or any part thereof, and agrees that failure to give notice will not affect the liabilities of Guarantor hereunder. 7. Binding Effect. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, personal representatives, successors and assigns. Upon the death of Guarantor, if Guarantor is a natural person, this Guaranty shall continue against Guarantor’s estate as to all of the Guaranteed Obligations, including that portion incurred or arising after the death of Guarantor and shall be provable in full against Guarantor’s estate, whether or not the Guaranteed Obligations are then due and payable. If this Guaranty is signed by more than one Person, then all of the obligations of Guarantor arising hereunder shall be jointly and severally binding on each of the undersigned, and their respective heirs, personal representatives, successors and assigns, and the term “Guarantor” shall mean all of such Persons and each of them individually. Without limitation of any other term, provision or waiver contained herein, Guarantor hereby acknowledges and agrees that it has been furnished true, complete and correct copies of the Loan Documents and has reviewed the terms and provisions thereof (including, without limitation, the Guaranteed Obligations). 8. Nature of Guaranty. Guarantor hereby acknowledges and agrees that this Guaranty (a) is a guaranty of payment and not only of collection and that Guarantor is liable hereunder as a primary obligor (solely with respect to the Guaranteed Obligations), (b) shall only be deemed discharged after the indefeasible satisfaction in full of the Guaranteed Obligations, (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Administrative Agent’s or any Lender’s enforcement of remedies under the Loan Documents and (d) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or similar instrument (if any) but in all cases subject to the provisions of Section 29 hereof. 9. Governing Law; Forum. (a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE 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 CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF GUARANTOR, AND BY ITS ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, 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 EXCEPT AS SPECIFICALLY SET FORTH ABOVE. (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT ANY LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT ADMINISTRATIVE AGENT’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 GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza, 39th Floor New York, New York 10112 Attention: Ross Honig, Esq. AS ITS AUTHORIZED AGENT TO TAKE, RECEIVE AND FORWARD PROCESS ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. 10. Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable Legal Requirements. 11. Attorneys’ Fees, Costs and Expenses of Collection. Guarantor shall pay within ten (10) Business Days of written demand by Administrative Agent, all reasonable out-of-pocket costs and expenses (including court costs, reasonable attorneys’ fees, investigative costs and all other reasonable out-of-pocket costs and expenses actually incurred by Administrative Agent and/or any Lender in the enforcement of or preservation of Administrative Agent’s and/or any Lender’s rights under this Guaranty), whether or not suit is filed herein, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal, or whether in connection with the collection and enforcement of this Guaranty against any other Guarantor, if there be more than one. Guarantor agrees to pay interest on any expenses or other sums due to Administrative Agent and the Lenders under this Section 11 that are not paid when due, at a rate per annum equal to the Default Rate. Guarantor’s obligations and liabilities under this Section 11 shall survive any payment or discharge in full of the Guaranteed Obligations. 12. Payments. All sums payable under this Guaranty shall be paid in lawful money of the United States of America that at the time of payment is legal tender for the payment of public and private debts. 13. Controlling Agreement. It is not the intention of Administrative Agent, the Lenders or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under applicable Legal Requirements. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor’s capacity as guarantor, may lawfully be required to pay under applicable Legal Requirements, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable Legal Requirements. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Administrative Agent and Lenders. 14. Notices. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty shall be given in accordance with the applicable terms and conditions of the Loan Agreement. Notices to Guarantor shall be addressed as follows: Pacific Oak SOR Properties, LLC c/o Pacific Oak Capital Advisors LLC 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Attention: Brian Ragsdale

and Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, CA 92626-1993 Attention: Scott A. Morehouse, Esq. 15. Cumulative Rights. Subject to the applicable Legal Requirements, the exercise by Administrative Agent or any Lender of any right or remedy hereunder or under any other Loan Document, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Subject to the applicable Legal Requirements, the Administrative Agent and each Lender shall have all rights, remedies and recourses afforded to Administrative Agent by reason of this Guaranty or any other Loan Document or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Obligations, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole discretion of Administrative Agent and the Lenders, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. No waiver of any default on the part of Guarantor or of any breach of any of the provisions of this Guaranty or of any other document shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers granted herein or in any other document shall be construed as a waiver of such rights and powers, and no exercise or enforcement of any rights or powers hereunder or under any other document shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. The granting of any consent, approval or waiver by Administrative Agent or any Lender shall be limited to the specific instance and purpose therefor and shall not constitute consent or approval in any other instance or for any other purpose. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right, remedy or recourse of Administrative Agent and the Lenders with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed, and delivered to Guarantor, by Administrative Agent. 16. Subrogation. Notwithstanding anything to the contrary contained herein, (a) Guarantor shall not have any right of subrogation in or under any of the Loan Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Obligations, until the Guaranteed Obligations have been fully and finally paid, and (b) if Guarantor is or becomes an “insider” (as defined in Section 101 of the Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation, except to the extent of collateral held by Administrative Agent for the benefit of the Lenders), whether such rights arise under an express or implied contract or by operation of law for a period of one year and one day after the Obligations have been fully and finally paid. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the Bankruptcy Code. This waiver is given to induce the Lenders to restructure and increase the Loan as contemplated by the Loan Agreement. 17. Further Assurances. Guarantor at Guarantor’s expense will promptly execute and deliver to Administrative Agent upon Administrative Agent’s written request all such other and further reasonably requested documents, agreements, and instruments in compliance with or accomplishment of the agreements of Guarantor under this Guaranty; provided, that the same does not increase the liabilities or obligations or decrease the rights of Guarantor hereunder by more than a de minimis amount. 18. No Fiduciary Relationship. The relationship between Administrative Agent, Lender and Guarantor is solely that of lender and guarantor. Neither Administrative Agent nor any Lender has a fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Administrative Agent and/or Lenders. 19. Interpretation. If this Guaranty is signed by more than one Person as “Guarantor”, then the term “Guarantor” as used in this Guaranty shall refer to all such Persons jointly and severally, and all promises, agreements, covenants, waivers, consents, representations, warranties and other provisions in this Guaranty are made by and shall be binding upon each and every such undersigned Person, jointly and severally and Administrative Agent and the Lenders may pursue Guarantor hereunder without being required (i) to pursue any other Guarantor hereunder or (ii) to pursue rights and remedies under the Security Instrument and/or applicable Legal Requirements with respect to the Property or any other Loan Documents. 20. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder. 21. Execution. This Guaranty may be executed in multiple counterparts, each of which, for all purposes, shall be deemed an original, and all of which together shall constitute one and the same agreement. 22. Entire Agreement. This Guaranty embodies the entire agreement between Administrative Agent, the Lenders and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty supersedes all prior agreements and understandings, if any, with respect to guaranty by Guarantor of the Guaranteed Obligations. No condition or conditions precedent to the effectiveness of this Guaranty exist. This Guaranty shall be effective upon execution by Guarantor and delivery to Administrative Agent, for the benefit of Lenders. This Guaranty may not be modified, amended or superseded except in a writing signed by Administrative Agent and Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. 23. WAIVER OF JURY TRIAL. GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GUARANTOR AND ADMINISTRATIVE AGENT MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS GUARANTY AND ANY OTHER LOAN DOCUMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR, LENDER AND ADMINISTRATIVE AGENT, AND GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDER, HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. ADMINISTRATIVE AGENT, LENDER AND GUARANTOR EACH FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 24. Waivers. (a) Subject to applicable Legal Requirements, Guarantor hereby agrees that neither Administrative Agent’s or any Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and to the extent permitted under applicable law, the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or protections related to): (i) except as expressly set forth herein, any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) any homestead exemption or any other similar exemption under applicable Legal Requirements and Guarantor hereby waives the benefit of any such exemption as to the Guaranteed Obligations; (v) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any Person or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (other than as may be expressly provided for in such partial release in writing by Administrative Agent), or if one or more other guaranties are now or hereafter obtained by Administrative Agent or any Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (vii) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (viii) either with or without notice to or consent of Guarantor: any renewal, extension, modification or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents; (ix) any neglect, lack of diligence, delay, omission, failure, or refusal of Administrative Agent or any Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (x) any failure of Administrative Agent or any Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Loan Document, or of any release of or change in any security, or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any security or other recourse, or of any new agreement between Administrative Agent and Borrower, it being understood that, except as expressly set forth herein Administrative Agent or any Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Borrower, including, but not limited to, any changes in the business or financial condition of Borrower, and Guarantor acknowledges and agrees that Administrative Agent or any Lender shall have no duty to notify Guarantor of any information which Administrative Agent may have concerning Borrower; (xi) if for any reason that Administrative Agent is required to refund any payment by Borrower to any other party liable for the payment or performance of any or all of the Guaranteed

Obligations or pay the amount thereof to someone else; (xii) the making of advances by Administrative Agent or any Lender to protect its interest in the Property, preserve the value of the Property or for the purpose of performing any term or covenant contained in any of the Loan Documents; (xiii) the existence of any claim, counterclaim (other than a compulsory counterclaim), set off, recoupment, reduction or defense (other than the defense of actual payment of the Guaranteed Obligations) based upon any claim or other right that Guarantor may at any time have against Borrower, Administrative Agent, any Lender, or any other Person, whether or not arising in connection with this Guaranty, the Note, the Loan Agreement, or any other Loan Document; (xiv) the unenforceability of all or any part of the Obligations against Borrower, whether because the Obligations exceed the amount permitted by law or violate any usury law, or because the act of creating the Obligations, or any part thereof, is ultra vires, or because the officers or Persons creating same acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents, or because Borrower’s obligation ceases to exist by operation of law, or because of any other reason or circumstance (other than actual payment), 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 (and regardless of any joinder of Borrower or any other party in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (xv) any order, ruling or plan of reorganization emanating from proceedings under any bankruptcy or similar insolvency laws with respect to Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Obligations, whether or not consented to by Administrative Agent or any Lender; and/or (xvi) any partial or total transfer, pledge and/or reconstitution of Borrower and/or any direct or indirect owner of Borrower (regardless of whether the same is permitted under the Loan Documents). (b) This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives to the extent permitted by Legal Requirements: (i) any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Administrative Agent or any Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever; and (ii) any right and/or requirement of or related to notice (except as set forth here or in the other Loan Documents), presentment, protest, notice of protest, further notice of nonpayment, notice of dishonor, default, nonperformance, intent to accelerate, acceleration, existence of the Debt and/or any amendment or modification of the Debt. 25. Representations and Warranties of Guarantor. Guarantor hereby makes the following representations and warranties (each of which shall remain materially true and correct during the term hereof): (a) reserved; (b) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been obtained and delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor; (i) each Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that except as set forth in the financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan, Guarantor’s material assets are not held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 26. Financial Covenants of Guarantor (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: (i) At all times throughout the Term of the Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth calculated as of a given date, in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities (exclusive of any contingent liabilities and any liabilities which are not required to be disclosed in Guarantor’s financial statements pursuant to GAAP), as of such date, and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or better or the equivalent by Moody’s; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or indeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion, and shall mean the “liquid assets” of Guarantor, free and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, and (y) the following, to the extent acquired for investment or with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the New York Stock Exchange, the American Stock Exchange or NASDAQ and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged.

(iv) Guarantor shall not, at any time while a default in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other acquisition for consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein, in either case (i) or (ii), which could have the effect of reducing the Net Worth of Guarantor below the applicable Net Worth Threshold. 27. Transfer of Loan. Subject to the terms of the Loan Agreement, Lender may, at any time, sell, transfer or assign the Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any credit rating agency (the foregoing entities hereinafter collectively referred to as the “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to Guarantor and the Property, whether furnished by Guarantor, any other guarantor or otherwise, as Lender determines necessary or desirable, provided that Lender shall direct the recipients to keep such information confidential. Guarantor agrees to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by such Lender. Guarantor shall also furnish, and Guarantor hereby consents to any Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of the Guarantor and any and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest, provided that Lender shall direct the recipients to keep such information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 27(a) except for di minimis costs, which costs shall be included in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement).Other Guaranties. (a) The obligations of Guarantor hereunder are separate and distinct from, and in addition to (and shall not be limited by), the obligations of Guarantor now or hereafter arising under any other guaranties, including, without limitations, the Guaranty of Recourse Obligations, the Carry Guaranty, the Funding Guaranty, indemnification agreements or other agreements to which Guarantor is now or hereafter becomes a party in connection with the Loan Agreement (collectively, the “Other Guaranties”). Administrative Agent’s enforcement hereof, and receipt of any amounts hereunder with respect to the Guaranteed Obligations, shall not be limited by (a) any recovery of Administrative Agent under any of the Other Guaranties, (b) the receipt by Administrative Agent or any Lender of any amounts paid by Borrower, any Affiliate of Borrower or any other Person (other than a payment by a Guarantor of a claim expressly made by Administrative Agent or any Lender pursuant to this Guaranty) to Borrower with respect to the Loan, or (c) any recovery of Administrative Agent under any of the other Loan Documents. (b) Guarantor, Administrative Agent and Lenders each hereby acknowledges and agrees that this Guaranty replaces those obligations of Savanna Guarantor pursuant to that certain Completion Guaranty dated as of March 7, 2019 (as amended, modified and/or supplemented, collectively, the “Savanna Guaranty”), which Savanna Guaranty has been terminated in its entirety by the Omnibus Amendment. In connection with the Supplemental Loan Upsize, (i) the Savanna Guaranty has been terminated in its entirety as of the date hereof and Savanna Guarantor has been fully released therefrom as more particularly set forth in the Omnibus Amendment, and (ii) from and after the date hereof, this Guaranty and Guarantor’s obligations hereunder with respect to events and circumstances first arising or occurring from and after the date hereof shall replace the Savanna Guaranty. 29. Termination. This Guaranty shall remain in full force and effect until such time as the earliest of (i) the Debt shall be indefeasibly paid in full, (ii) the Guaranteed Obligations shall be fully and finally paid and performed or (iii) the Liquidated Damages Amount has been indefeasibly paid in full. [NO FURTHER TEXT ON THIS PAGE] [Signature Page to Completion Guaranty] IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty under as of the date first written above. GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: /s/ Michael Bender Name: Michael A. Bender Title: Chief Financial Officer Exhibit A EXHIBIT A COMPLIANCE CERTIFICATE Guarantor Name: PACIFIC OAK SOR PROPERTIES, LLC Property Address: 110 William Street, New York, New York 10022 Guarantor is providing this Compliance Certificate in accordance with the terms of that certain Completion Guaranty, dated [__], 2023 (the “Guaranty”), made by Guarantor in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“Administrative Agent”) on behalf of the Lenders (as defined in the Guaranty). Capitalized terms used in this Compliance Certificate and not specifically defined herein have the meaning provided in the Guaranty. This Compliance Certificate covers the period from , 20__ through , 20____ , inclusive (“Covered Period”). Guarantor hereby represents, warrants and certifies to Administrative Agent and each Lender that, as of the date hereof (or such other date as may be specified below), and unless otherwise provided on Schedule A hereto: 1. No Default or Event of Default has occurred and is continuing. 2. Guarantor’s representations and warranties set forth in the Guaranty are true and correct in all material respects. 3. Guarantor’s Net Worth as of the end of the Covered Period is: Required: [100,000,000.00]1 (together with [___] in the aggregate) Actual: 4. Guarantor’s Liquidity as of the end of the Covered Period is: Required: $10,000,000.00 (together with [____] in the aggregate) Actual: BY SIGNING BELOW, Guarantor certifies that (a) all information provided in this Compliance Certificate and Schedule A hereto (if attached) is true, accurate and correct in all material respects and does not omit any material fact that would make any statement false or misleading and (b) the undersigned representative is duly authorized to sign this Compliance Certificate on Guarantor’s behalf. [SIGNATURES ON THE FOLLOWING PAGE] 1 To be reduced after the initial thirty-six month period of the term of the Loan as per Section 25(e)(ii) of the Guaranty.

GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: Name: Michael A. Bender Title: Chief Financial Officer

pacificoak110williamfund

Exhibit 10.7 FUNDING GUARANTY THIS FUNDING GUARANTY (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is made this 5th day of July, 2023, by PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company, having an address at 3200 Park Center Drive, Suite 800, Costa Mesa, CA 92626, Attention: Brian Ragsdale (“Guarantor”) in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“PBB”), having an address at Parkring 28, 85748 Garching, Germany, Attention: Karsten Imhoff as administrative agent (in such capacity, “Administrative Agent”) for the Lenders from time to time party to the Loan Agreement (as defined below) (each Lender, together with its successors and assigns, individually, a “Lender” and, collectively, the “Lenders”). RECITALS: A. 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company (“Borrower”) and INVESCO CMI INVESTMENTS, L.P. (“Original Administrative Agent”) entered into that certain Senior Loan Agreement dated as of March 7, 2019 (the “Original Closing Date”) (as assigned to Administrative Agent pursuant to that certain Assignment and Assumption Agreement made by Original Administrative Agent to Administrative Agent dated as of May 29, 2019 (the “Assignment and Assumption Agreement”)), which Senior Loan Agreement was amended on April 29, 2022 by that certain First Amendment to Senior Loan Agreement, on September 7, 2022 by that certain Second Amendment to Senior Loan Agreement, on January 9, 2023 by that certain Third Amendment to Senior Loan Agreement, on April 10, 2023 by that certain Letter Agreement, on May 8, 2023 by that certain Letter Agreement and on June 8, 2023 by that certain Letter Agreement (collectively, the “Original Loan Agreement”). Borrower and Lender also entered into that certain Building Loan Agreement dated as of March 7, 2019 (the “Original Building Loan Agreement”) (as assigned to Administrative Agent pursuant to the Assignment and Assumption Agreement). B. Pursuant to the Original Loan Agreement, the Original Building Loan Agreement and other Loan Documents set forth in the Original Loan Agreement, Borrower is the borrower of (x) the Senior Loan from the Lenders in the outstanding principal amount of $214,961,891.97 (the “Original Senior Loan”), (y) the Building Loan from the Lenders under the Amended and Restated Building Loan Agreement in the outstanding principal amount of $24,096,964.78 (the “Original Building Loan”) and (z) the Supplemental Loan from PBB in the principal amount of $9,610,000.00 (the “Original Supplemental Loan”; together with the Original Senior Loan and the Original Building Loan, the “Original Loan”). C. Borrower has requested and the Lenders have agreed to restructure the terms of the Original Loan including, without limitation, an increase of the Original Supplemental Loan from PBB by an additional $56,674,426.00 (the “Supplemental Loan Upsize”, and together with the Original Loan, the “Loan”). D. Administrative Agent, Lenders and Borrower have entered into that certain Amended and Restated Senior Loan Agreement (which amends and restates the Original Loan Agreement in its entirety) and Administrative Agent and Borrower have entered into that certain Supplemental Building Loan Agreement, each dated as of the date hereof (collectively, the “Loan 2 Agreement”), which Loan Agreement sets forth the terms and conditions of the Loan to Borrower secured by certain Property as defined and more particularly described in the Loan Agreement; E. Guarantor is an Affiliate of Borrower and will receive direct or indirect benefit from Lenders’ making of the Loan to Borrower. F. The Loan is evidenced by those certain Promissory Notes as more particularly described in the Loan Agreement (collectively, as the same may hereafter be renewed, extended, supplemented, increased or modified and in effect from time to time, and all other notes given in substitution therefor, or in modification, renewal, or extension thereof, in whole or in part, herein called, the “Note”). G. Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the applicable Loan Agreement. This Guaranty is one of the Loan Documents described in the Loan Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to the Lenders to continue to extend credit to Borrower, Guarantor hereby guarantees to the Administrative Agent and the Lenders the prompt and full payment and performance of the Guaranteed Obligations (defined below), this Guaranty being upon the following terms and conditions: 1. Guaranteed Obligations. Subject to the terms and conditions hereof, (a) Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and the Lenders the payment of the Guaranteed Obligations (as hereinafter defined) upon the earlier of (x) the punctual payment as and when due and (y) the Maturity Date, whether by lapse of time, by acceleration of maturity, or otherwise. (b) As used herein, the term “Guaranteed Obligations” means an amount equal to $105,000,000.00, which amount shall be reduced on a dollar-for-dollar basis as amounts are actually contributed by Borrower or Guarantor from and after the Effective Date to TI/LC Costs, Capital Expenditures, Other TI/LC Costs and other Interest/Carry Shortfalls from sources other than Loan proceeds or cash flow from the Property, as reasonably confirmed by Lender. Notwithstanding anything to the contrary herein or in the other Loan Documents, in no event shall the Guaranteed Obligations be duplicative of (nor shall Guarantor be responsible for) any amounts for which Guarantor is responsible or for which Lender has pursued and/or collected pursuant to the Completion Guaranty. 2. Certain Agreements and Waivers by Guarantor. (a) Guarantor hereby agrees that each of the following shall constitute Events of Default hereunder (i) the occurrence of a default, beyond expiration of applicable notice and cure periods, by Guarantor in payment of the Guaranteed Obligations, or any part thereof, when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan Agreement. 3 (b) Upon the occurrence of any Event of Default hereunder, the Guaranteed Obligations, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Lender. Guarantor shall, within ten (10) Business Days upon written demand by Administrative Agent, pay the Guaranteed Obligations to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the Debt, (ii) enforce any rights against any security that shall ever have been given to secure the Debt, (iii) join Borrower, or any others liable for the payment or performance of the Guaranteed Obligations or any part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or performance of the Guaranteed Obligations. (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Obligations, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent or any Lender against any party hereto. (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender in satisfaction of the Guaranteed Obligations is held to constitute a preference, fraudulent transfer or other voidable payment under any applicable bankruptcy, insolvency or similar law, or if for any other reason Administrative Agent is required by law to refund such payment or pay the amount thereof to any other party, such payment by Borrower or any other party to Administrative Agent or any Lender in satisfaction of the Guaranteed Obligations shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of the Guaranteed Obligations), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of- pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor within ten (10) Business Days following written demand by Administrative Agent. 3. Subordination. If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to the property of Borrower securing the same shall, at all times, be subordinate in all respects to the Guaranteed Obligations 4 and to all liens, security interests and rights now or hereafter existing to secure the Guaranteed Obligations; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Guaranteed Obligations have been fully and finally paid and performed; provided that it is expressly understood and agreed that the foregoing does not apply to dividends, distributions, return of capital (or other payments made directly or indirectly by Borrower to Guarantor (in each case from Excess Cash Flow)) and otherwise in accordance with the terms of the Loan Documents prior to the occurrence and during the continuation of a Cash Trap Period which Guarantor shall have the absolute right to receive and retain; (c) Guarantor hereby assigns and grants to Administrative Agent a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below; provided, however, Administrative Agent shall not exercise any remedies with respect to such security unless an Event of Default exists or as otherwise expressly set forth in this Section 3(c). In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Administrative Agent and the Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Obligations have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section, Guarantor shall pay the same to Administrative Agent promptly, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Administrative Agent, for the benefit of Lenders and shall have absolutely no dominion over the same except to pay it promptly to Administrative Agent, for the benefit of Lenders; and (d) Guarantor shall promptly upon written request of Administrative Agent from time to time execute such documents and perform such acts as Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section. 4. Other Liability of Guarantor or Borrower. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Borrower to Lenders other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Administrative Agent and the Lenders hereunder shall be cumulative of any and all other rights that Administrative Agent and the Lenders may have against Guarantor.

5 5. Assignment by Administrative Agent or any Lender. This Guaranty is for the benefit of Administrative Agent and each Lender and their successors and assigns, and in the event of an assignment made in accordance with the Loan Agreement of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Obligations so assigned, may be transferred with such Guaranteed Obligations. To the extent permitted by law, Guarantor waives notice of any transfer or assignment of the Guaranteed Obligations, or any part thereof, and agrees that failure to give notice will not affect the liabilities of Guarantor hereunder. 6. Binding Effect. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, personal representatives, successors and assigns. Upon the death of Guarantor, if Guarantor is a natural person, this Guaranty shall continue against Guarantor’s estate as to all of the Guaranteed Obligations, including that portion incurred or arising after the death of Guarantor and shall be provable in full against Guarantor’s estate, whether or not the Guaranteed Obligations are then due and payable. If this Guaranty is signed by more than one Person, then all of the obligations of Guarantor arising hereunder shall be jointly and severally binding on each of the undersigned, and their respective heirs, personal representatives, successors and assigns, and the term “Guarantor” shall mean all of such Persons and each of them individually. Without limitation of any other term, provision or waiver contained herein, Guarantor hereby acknowledges and agrees that it has been furnished true, complete and correct copies of the Loan Documents and has reviewed the terms and provisions thereof (including, without limitation, the Guaranteed Obligations). 7. Nature of Guaranty. Guarantor hereby acknowledges and agrees that this Guaranty (a) is a guaranty of payment and not only of collection and that Guarantor is liable hereunder as a primary obligor (solely with respect to the Guaranteed Obligations), (b) shall only be deemed discharged after the indefeasible satisfaction in full of the Guaranteed Obligations, and (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Administrative Agent’s or any Lender’s enforcement of remedies under the Loan Documents and (d) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or similar instrument (if any), but in all cases subject to the provisions of Section 30 hereof. 8. Governing Law; Forum. (a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE 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 CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE 6 FULLEST EXTENT PERMITTED BY LAW, EACH OF GUARANTOR, AND BY ITS ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, 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 EXCEPT AS SPECIFICALLY SET FORTH ABOVE. (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT ANY LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT ADMINISTRATIVE AGENT’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 GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza, 39th Floor New York, New York 10112 Attention: Ross Honig, Esq. AS ITS AUTHORIZED AGENT TO TAKE, RECEIVE AND FORWARD PROCESS ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. 7 9. Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable Legal Requirements. 10. Attorneys’ Fees, Costs and Expenses of Collection. Guarantor shall pay within ten (10) Business Days of written demand by Administrative Agent, all reasonable out-of-pocket costs and expenses (including court costs, reasonable attorneys’ fees, investigative costs and all other reasonable out-of-pocket costs and expenses actually incurred by Administrative Agent and/or any Lender in the enforcement of or preservation of Administrative Agent’s and/or any Lender’s rights under this Guaranty), whether or not suit is filed herein, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal, or whether in connection with the collection and enforcement of this Guaranty against any other Guarantor, if there be more than one. Guarantor agrees to pay interest on any expenses or other sums due to Administrative Agent and the Lenders under this Section 10 that are not paid when due, at the Default Rate. Guarantor’s obligations and liabilities under this Section 10 shall survive any payment or discharge in full of the Guaranteed Obligations. 11. Payments. All sums payable under this Guaranty shall be paid in lawful money of the United States of America that at the time of payment is legal tender for the payment of public and private debts. 12. Controlling Agreement. It is not the intention of Administrative Agent, the Lenders or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under applicable Legal Requirements. Should it be determined that any portion of the Guaranteed Obligations or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor’s capacity as guarantor, may lawfully be required to pay under applicable Legal Requirements, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable Legal Requirements. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Administrative Agent and Lenders. 13. Notices. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty shall be given in accordance with the applicable terms and conditions of the Loan Agreement. Notices to Guarantor shall be addressed as follows: Pacific Oak SOR Properties, LLC c/o Pacific Oak Capital Advisors LLC 3200 Park Center Drive, Suite 800 8 Costa Mesa, CA 92626 Attention: Brian Ragsdale and Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, CA 92626-1993 Attention: Scott A. Morehouse, Esq. 14. Cumulative Rights. Subject to the applicable Legal Requirements, the exercise by Administrative Agent or any Lender of any right or remedy hereunder or under any other Loan Document, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Subject to the applicable Legal Requirements, the Administrative Agent and each Lender shall have all rights, remedies and recourses afforded to Administrative Agent by reason of this Guaranty or any other Loan Document or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Obligations, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole discretion of Administrative Agent and the Lenders, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. No waiver of any default on the part of Guarantor or of any breach of any of the provisions of this Guaranty or of any other document shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers granted herein or in any other document shall be construed as a waiver of such rights and powers, and no exercise or enforcement of any rights or powers hereunder or under any other document shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. The granting of any consent, approval or waiver by Administrative Agent or any Lender shall be limited to the specific instance and purpose therefor and shall not constitute consent or approval in any other instance or for any other purpose. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right, remedy or recourse of Administrative Agent and the Lenders with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed, and delivered to Guarantor, by Administrative Agent. 15. Subrogation. Notwithstanding anything to the contrary contained herein, (a) Guarantor shall not have any right of subrogation in or under any of the Loan Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Obligations, until the Obligations have been fully and finally paid, and (b) if Guarantor is or becomes an “insider” (as defined in Section 101 of

9 the Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation, except to the extent of collateral held by Administrative Agent for the benefit of the Lenders), whether such rights arise under an express or implied contract or by operation of law for a period of one year and one day after the Obligations have been fully and finally paid. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the Bankruptcy Code. This waiver is given to induce the Lenders to restructure and increase the Loan contemplated by the Loan Agreement. 16. Further Assurances. Guarantor at Guarantor’s expense will promptly execute and deliver to Administrative Agent upon Administrative Agent’s written request all such other and further reasonably requested documents, agreements, and instruments in compliance with or accomplishment of the agreements of Guarantor under this Guaranty; provided, that the same does not increase the liabilities or obligations or decrease the rights of Guarantor hereunder by more than a de minimis amount. 17. No Fiduciary Relationship. The relationship between Administrative Agent, Lender and Guarantor is solely that of lender and guarantor. Neither Administrative Agent nor any Lender has a fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Administrative Agent and/or Lenders. 18. Interpretation. If this Guaranty is signed by more than one Person as “Guarantor”, then the term “Guarantor” as used in this Guaranty shall refer to all such Persons jointly and severally, and all promises, agreements, covenants, waivers, consents, representations, warranties and other provisions in this Guaranty are made by and shall be binding upon each and every such undersigned Person, jointly and severally and Administrative Agent and the Lenders may pursue any Guarantor hereunder without being required (i) to pursue any other Guarantor hereunder or (ii) pursue rights and remedies under the Security Instrument and/or applicable Legal Requirements with respect to the Property or any other Loan Documents. 19. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder. 20. Execution. This Guaranty may be executed in multiple counterparts, each of which, for all purposes, shall be deemed an original, and all of which together shall constitute one and the same agreement. 21. Entire Agreement. This Guaranty embodies the entire agreement between Administrative Agent, the Lenders and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Obligations. This Guaranty supersedes all prior agreements and understandings, if any, with respect to guaranty by Guarantor of the Guaranteed Obligations. No condition or conditions precedent to the effectiveness of this Guaranty 10 exist. This Guaranty shall be effective upon execution by Guarantor and delivery to Administrative Agent, for the benefit of Lenders. This Guaranty may not be modified, amended or superseded except in a writing signed by Administrative Agent and Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. 22. WAIVER OF JURY TRIAL. GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GUARANTOR AND ADMINISTRATIVE AGENT MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS GUARANTY AND ANY OTHER LOAN DOCUMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR, LENDER AND ADMINISTRATIVE AGENT, AND GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDER, HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. ADMINISTRATIVE AGENT, LENDER AND GUARANTOR EACH FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 23. Waivers. (a) Subject to applicable Legal Requirements, Guarantor hereby agrees that neither Administrative Agent’s or any Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and to the extent permitted under applicable law, the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or protections related to): (i) except as expressly set forth herein, any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Obligations; (iv) any homestead exemption or any other similar exemption under applicable Legal Requirements and Guarantor hereby waives the benefit of any such exemption as 11 to the Guaranteed Obligations; (v) any release, surrender, abandonment, exchange, alteration, sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Obligations, including any impairment of Guarantor’s recourse against any Person or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (other than as may be expressly provided for in such partial release in writing by Administrative Agent), or if one or more other guaranties are now or hereafter obtained by Administrative Agent or any Lender covering all or any part of the Guaranteed Obligations, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Obligations; (vii) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment or performance of any or all of the Guaranteed Obligations; (viii) either with or without notice to or consent of Guarantor: any renewal, extension, modification or rearrangement of the terms of any or all of the Guaranteed Obligations and/or any of the Loan Documents; (ix) any neglect, lack of diligence, delay, omission, failure, or refusal of Administrative Agent or any Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Obligations, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Obligations; (x) any failure of Administrative Agent or any Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Obligations or any part thereof, or of any Loan Document, or of any release of or change in any security, or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any security or other recourse, or of any new agreement between Administrative Agent and Borrower, it being understood that, except as expressly set forth herein, Administrative Agent or any Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligations, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Borrower, including, but not limited to, any changes in the business or financial condition of Borrower, and Guarantor acknowledges and agrees that Administrative Agent or any Lender shall have no duty to notify Guarantor of any information 12 which Administrative Agent may have concerning Borrower; (xi) if for any reason that Administrative Agent is required to refund any payment by Borrower to any other party liable for the payment or performance of any or all of the Guaranteed Obligations or pay the amount thereof to someone else; (xii) the making of advances by Administrative Agent or any Lender to protect its interest in the Property, preserve the value of the Property or for the purpose of performing any term or covenant contained in any of the Loan Documents; (xiii) the existence of any claim, counterclaim (other than a compulsory counterclaim), set off, recoupment, reduction or defense (other than the defense of actual payment of the Guaranteed Obligations or the Obligations of Borrower) based upon any claim or other right that Guarantor may at any time have against Borrower, Administrative Agent, any Lender, or any other Person, whether or not arising in connection with this Guaranty, the Note, the Loan Agreement, or any other Loan Document; (xiv) the unenforceability of all or any part of the Obligations of Borrower against Borrower, whether because the Obligations of Borrower exceed the amount permitted by law or violate any usury law, or because the act of creating the Obligations of Borrower, or any part thereof, is ultra vires, or because the officers or Persons creating same acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents, or because Borrower’s obligation ceases to exist by operation of law, or because of any other reason or circumstance (other than the actual payment), it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Obligations, or any part thereof, for any reason (and regardless of any joinder of Borrower or any other party in any action to obtain payment or performance of any or all of the Guaranteed Obligations); (xv) any order, ruling or plan of reorganization emanating from proceedings under any bankruptcy or similar insolvency laws with respect to Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Obligations, whether or not consented to by Administrative Agent or any Lender; and/or (xvi) any partial or total transfer, pledge and/or reconstitution of Borrower and/or any direct or indirect owner of Borrower (regardless of whether the same is permitted under the Loan Documents). (b) This Guaranty shall be effective as a waiver of, and each Guarantor hereby expressly waives to the extent permitted by Legal Requirements: (i) any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Administrative Agent or any Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever; and (ii) any right and/or requirement of or related to notice (except as set forth herein or in the other Loan Documents), presentment, protest, notice of protest, further notice of nonpayment, notice of dishonor, default, nonperformance, intent to accelerate, acceleration, existence of the Debt and/or any amendment or modification of the Debt.

13 24. Representations and Warranties of Guarantor. Guarantor hereby makes the following representations and warranties (each of which shall remain materially true and correct during the term hereof): (a) it is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Obligations; (b) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Obligations, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been obtained and delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Obligations hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 25. Financial Covenants of Guarantor 14 (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: 15 (i) At all times throughout the Term of this Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth as of a given date, calculated in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or better or the equivalent by Moody’s; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or indeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. 16 (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion and shall mean the “liquid assets” of Guarantor, free and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, and (y) the following, to the extent acquired for investment or with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the New York Stock Exchange, the American Stock Exchange or NASDAQ, and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged. (iv) Guarantor shall not, at any time while a default in the payment of the Guaranteed Obligations has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other acquisition for consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein, in either case (i) or (ii) above, which could have the effect of reducing the Net Worth of Guarantor below the applicable Net Worth Threshold. 26. Transfer of Loan. (a) Subject to the terms of the Loan Agreement, Lender may, at any time, sell, transfer or assign the Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any credit rating agency (the foregoing entities hereinafter collectively referred to as the “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to Guarantor and the Property, whether furnished by Guarantor, any other guarantor or otherwise, as Lender determines necessary or desirable, provided that Lender shall direct the recipients to keep such information confidential. Guarantor agrees to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by such Lender. Guarantor shall also furnish, and Guarantor hereby consents to any Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of the Guarantor and any and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest, provided that Lender shall direct the recipients to keep such information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 26(a) except for di minimis costs, which costs shall be included in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement).

17 (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Lender’s request, Guarantor shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require. 27. Other Guaranties. The obligations of Guarantor hereunder are separate and distinct from, and in addition to (and shall not be limited by), the obligations of Guarantor now or hereafter arising under any other guaranties, including, without limitations, the Completion Guaranty, the Carry Guaranty, the Guaranty of Recourse Obligations, indemnification agreements or other agreements to which Guarantor is now or hereafter becomes a party in connection with the Loan Agreement (collectively, the “Other Guaranties”). Administrative Agent’s enforcement hereof, and receipt of any amounts hereunder with respect to the Guaranteed Obligations, shall not be limited by (a) any recovery of Administrative Agent under any of the Other Guaranties, (b) the receipt by Administrative Agent or any Lender of any amounts paid by Borrower, any Affiliate of Borrower or any other Person (other than a payment by a Guarantor of a claim expressly made by Administrative Agent or any Lender pursuant to this Guaranty) to Borrower with respect to the Loan, or (c) any recovery of Administrative Agent under any of the other Loan Documents. 28. New York Provisions. Guarantor acknowledges and agrees that this Guaranty is, and is intended to be, an instrument for the payment of money only, as such phrase is used in Section 3213 of the Civil Practice Law and Rules of the State of New York, that Guarantor has been fully advised by its counsel of Lender’s rights and remedies pursuant to such Section 3213 and that Guarantor expressly waives any right, and hereby agrees not, to assert that this Guaranty is not such an instrument. 29. Exculpation. Notwithstanding anything to the contrary contained in the Loan Documents, no direct or indirect shareholder, partner, member, principal, affiliate, employee, officer, director, agent or representative of Guarantor shall have any liability for, nor be joined as a party to any action with respect to or be required to make capital contributions or loans in order to fund (i) the payment of any sum of money which is or may be payable under this Guaranty, or (ii) the performance or discharge of any covenants, obligations or undertakings of any Guarantor under this Guaranty; provided that nothing contain in this Section 29 shall impair the liability of any Guarantor or Borrower under this Guaranty or the other Loan Documents to the extent applicable. 30. Termination. This Guaranty shall remain in full force and effect until such time as the earliest of (i) the Debt shall be indefeasibly paid in full, and (ii) the Guaranteed Obligations shall be fully and finally paid and performed. [NO FURTHER TEXT ON THIS PAGE] [Signature Page to Funding Guaranty] IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty under as of the date first written above. GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: /s/ Michael Bender Name: Michael A. Bender Title: Chief Financial Officer Exhibit A EXHIBIT A COMPLIANCE CERTIFICATE Guarantor Name: PACIFIC OAK SOR PROPERTIES, LLC Property Address: 110 William Street, New York, New York 10022 Guarantor is providing this Compliance Certificate in accordance with the terms of that certain Funding Guaranty, dated [__], 2023 (the “Guaranty”), made by Guarantor in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“Administrative Agent”) on behalf of the Lenders (as defined in the Guaranty). Capitalized terms used in this Compliance Certificate and not specifically defined herein have the meaning provided in the Guaranty. This Compliance Certificate covers the period from , 20__ through , 20____ , inclusive (“Covered Period”). Guarantor hereby represents, warrants and certifies to Administrative Agent and each Lender that, as of the date hereof (or such other date as may be specified below), and unless otherwise provided on Schedule A hereto: 1. No Default or Event of Default has occurred and is continuing. 2. Guarantor’s representations and warranties set forth in the Guaranty are true and correct in all material respects. 3. Guarantor’s Net Worth as of the end of the Covered Period is: Required: $[100,000,000.00]1 (together with [___] in the aggregate) Actual: 4. Guarantor’s Liquidity as of the end of the Covered Period is: Required: $10,000,000.00 (together with [____] in the aggregate) Actual: BY SIGNING BELOW, Guarantor certifies that (a) all information provided in this Compliance Certificate and Schedule A hereto (if attached) is true, accurate and correct in all material respects and does not omit any material fact that would make any statement false or misleading and (b) the undersigned representative is duly authorized to sign this Compliance Certificate on Guarantor’s behalf. [SIGNATURES ON THE FOLLOWING PAGE] 1 To be reduced after the initial thirty-six month period of the term of the Loan as per Section 25(e)(ii) of the Guaranty. 20 GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: Name: Michael A. Bender Title: Chief Financial Officer

pacificoak110williamguar

Exhibit 10.8 GUARANTY OF RECOURSE OBLIGATIONS THIS GUARANTY OF RECOURSE OBLIGATIONS (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, this “Guaranty”) is made this 5th day of July, 2023, by PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company, having an address at 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626, Attention: Brian Ragsdale (“Guarantor”) in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“PBB”), having an address at Parkring 28, 85748 Garching, Germany, Attention: Karsten Imhoff as administrative agent (in such capacity, “Administrative Agent”) for the Lenders from time to time party to the Loan Agreement (as defined below) (each Lender, together with its successors and assigns, individually, a “Lender” and, collectively, the “Lenders”). RECITALS: A. 110 WILLIAM PROPERTY INVESTORS III, LLC, a Delaware limited liability company (“Borrower”) and INVESCO CMI INVESTMENTS, L.P. (“Original Administrative Agent”) entered into that certain Senior Loan Agreement dated as of March 7, 2019 (the “Original Closing Date”) (as assigned to Administrative Agent pursuant to that certain Assignment and Assumption Agreement made by Original Administrative Agent to Administrative Agent dated as of May 29, 2019 (the “Assignment and Assumption Agreement”)), which Senior Loan Agreement was amended on April 29, 2022 by that certain First Amendment to Senior Loan Agreement, on September 7, 2022 by that certain Second Amendment to Senior Loan Agreement, on January 9, 2023 by that certain Third Amendment to Senior Loan Agreement, on April 10, 2023 by that certain Letter Agreement, on May 8, 2023 by that certain Letter Agreement and on June 8, 2023 by that certain Letter Agreement (collectively, the “Original Loan Agreement”). Borrower and Lender also entered into that certain Building Loan Agreement dated as of March 7, 2019 (the “Original Building Loan Agreement”) (as assigned to Administrative Agent pursuant to the Assignment and Assumption Agreement). B. Pursuant to the Original Loan Agreement, the Original Building Loan Agreement and other Loan Documents set forth in the Original Loan Agreement, Borrower is the borrower of (x) the Senior Loan from the Lenders in the outstanding principal amount of $214,961,891.97 (the “Original Senior Loan”), (y) the Building Loan from the Lenders under the Amended and Restated Building Loan Agreement in the outstanding principal amount of $24,096,964.78 (the “Original Building Loan”) and (z) the Supplemental Loan from PBB in the principal amount of $9,610,000.00 (the “Original Supplemental Loan”; together with the Original Senior Loan and the Original Building Loan, the “Original Loan”). C. Borrower has requested and the Lenders have agreed to restructure the terms of the Original Loan (the “Restructure”) including, without limitation, an increase of the Original Supplemental Loan from PBB by an additional $56,674,426.00 (the “Supplemental Loan Upsize”, and together with the Original Loan, the “Loan”). D. Administrative Agent, Lenders and Borrower, have entered into that certain Amended and Restated Senior Loan Agreement (which amends and restates the Original Loan Agreement in its entirety) and Administrative Agent and Borrower have entered into that certain 2 Supplemental Building Loan Agreement, each dated as of the date hereof (collectively, the “Loan Agreement”), which Loan Agreement sets forth the terms and conditions of the Loan to Borrower secured by certain Property as defined and more particularly described in the Loan Agreement. E. In connection with the Restructure, Borrower, Savanna Real Estate Fund III, L.P., a Delaware limited partnership (“Savanna Fund III”), and Savanna Real Estate (PIV) Fund III, L.P., a Delaware limited partnership (“Savanna PIV” and together with Savanna Fund III, collectively, “Savanna Guarantor”), Guarantor, Administrative Agent and Lenders have entered into that certain Omnibus Amendment of Loan Documents dated as of the date hereof (the “Omnibus Amendment”) to amend and/or terminate the Existing Guaranties (as defined in the Omnibus Amendment). F. Guarantor is an Affiliate of Borrower and will receive direct or indirect benefit from Lenders’ making of the Loan to Borrower. G. The Loan is evidenced by those certain Promissory Notes as more particularly described in the Loan Agreement (collectively, as the same may hereafter be renewed, extended, supplemented, increased or modified and in effect from time to time, and all other notes given in substitution therefor, or in modification, renewal, or extension thereof, in whole or in part, herein called, the “Note”). H. Any capitalized term used and not defined in this Guaranty shall have the meaning given to such term in the applicable Loan Agreement. This Guaranty is one of the Loan Documents described in the Loan Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and as a material inducement to the Lenders to continue to extend credit to Borrower, Guarantor hereby guarantees to the Administrative Agent and the Lenders the prompt and full payment and performance of the Guaranteed Recourse Obligations of Borrower (defined below), this Guaranty being upon the following terms and conditions: 1. Guaranteed Recourse Obligations of Borrower. Subject to the terms and conditions hereof, Guarantor hereby unconditionally and irrevocably guarantees to Administrative Agent and the Lenders the punctual payment when due, and not merely the collectability, whether by lapse of time, by acceleration of maturity, or otherwise, and at all times thereafter the payment of the Guaranteed Recourse Obligations of Borrower (hereinafter defined). As used herein, the term “Guaranteed Recourse Obligations of Borrower” shall mean all obligations and liabilities of Borrower first arising from and after the date hereof for which Borrower shall be personally liable pursuant to Section 11.22 of the Loan Agreement, together with all reasonable attorneys’ fees and all actual out-of-pocket costs and expenses payable by Guarantor to Administrative Agent and/or Lender pursuant to Section 10 hereof. 2. Certain Agreements and Waivers by Guarantor. (a) Guarantor hereby agrees that each of the following shall constitute Events of Default hereunder (i) the occurrence of a default, beyond expiration of applicable notice and cure periods, by Guarantor in payment of the Guaranteed Recourse Obligations of Borrower, or any 3 part thereof, when such indebtedness becomes due and (ii) an “Event of Default” with respect to Guarantor under Section 10.1 of the Loan Agreement. (b) Upon the occurrence of any Event of Default hereunder, the Guaranteed Recourse Obligations of Borrower, for purposes of this Guaranty, shall be deemed immediately due and payable at the election of Lender. Guarantor shall, within ten (10) Business Days upon written demand by Administrative Agent, pay the Guaranteed Recourse Obligations of Borrower to Lender. Subject to applicable Legal Requirements, it shall not be necessary for Administrative Agent and Lenders, in order to enforce such payment, first to (i) institute suit or pursue or exhaust any rights or remedies against Borrower or others liable for the Debt, (ii) enforce any rights against any security that shall ever have been given to secure the Debt, (iii) join Borrower or any others liable for the payment or performance of the Guaranteed Recourse Obligations of Borrower or any part thereof in any action to enforce this Guaranty and/or (iv) resort to any other means of obtaining payment or performance of the Guaranteed Recourse Obligations of Borrower. (c) Suit may be brought or demand may be made against all parties who have signed this Guaranty or any other guaranty covering all or any part of the Guaranteed Recourse Obligations of Borrower, or against any one or more of them, separately or together, without impairing the rights of Administrative Agent or any Lender against any party hereto. (d) In the event any payment by Borrower or any other Person to Administrative Agent or any Lender in satisfaction of the Guaranteed Recourse Obligations of Borrower is held to constitute a preference, fraudulent transfer or other voidable payment under any applicable bankruptcy, insolvency or similar law, or if for any other reason Administrative Agent is required by law to refund such payment or pay the amount thereof to any other party, such payment by Borrower or any other party to Administrative Agent or any Lender in satisfaction of the Guaranteed Recourse Obligations of Borrower shall not constitute a release of Guarantor from any liability hereunder and this Guaranty shall continue to be effective or shall be reinstated (notwithstanding any prior release, surrender or discharge by Administrative Agent or any Lender of this Guaranty or of Guarantor), as the case may be, with respect to, and this Guaranty shall apply to, any and all amounts so refunded by Administrative Agent or such Lender or paid by Administrative Agent or such Lender to another Person (which amounts shall constitute part of the Guaranteed Recourse Obligations of Borrower), and any interest paid by Administrative Agent or any Lender and any reasonable attorneys’ fees, out-of-pocket costs and expenses actually paid or incurred by Administrative Agent or any Lender in connection with any such event. If acceleration of the time for payment of any amount payable by Borrower under any Loan Document is stayed or delayed by any law or tribunal, any amounts due and payable hereunder shall nonetheless be payable by Guarantor within ten (10) Business Days following written demand by Administrative Agent. 3. Subordination. If, for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor: (a) such indebtedness and all interest thereon and all liens, security interests and rights now or hereafter existing with respect to the property of Borrower securing the same shall, at all times, be subordinate in all respects to the Guaranteed Recourse Obligations of Borrower and to 4 all liens, security interests and rights now or hereafter existing to secure the Guaranteed Recourse Obligations of Borrower; (b) Guarantor shall not be entitled to enforce or receive payment, directly or indirectly, of any such indebtedness of Borrower to Guarantor until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed; provided that it is expressly understood and agreed that the foregoing does not apply to dividends, distributions, return of capital (or other payments made directly or indirectly by Borrower to Guarantor (in each case from Excess Cash Flow)) and otherwise in accordance with the terms of the Loan Documents prior to the occurrence and during the continuation of a Cash Trap Period which Guarantor shall have the absolute right to receive and retain; (c) Guarantor hereby assigns and grants to Administrative Agent a security interest in all such indebtedness and security therefor, if any, of Borrower to Guarantor now existing or hereafter arising, including any dividends and payments pursuant to debtor relief or insolvency proceedings referred to below; provided, however, Administrative Agent shall not exercise any remedies with respect to such security unless an Event of Default exists or as otherwise expressly set forth in this Section 3(c). In the event of receivership, bankruptcy, reorganization, arrangement or other debtor relief or insolvency proceedings involving Borrower as debtor, Administrative Agent and the Lenders shall have the right to prove its claim in any such proceeding so as to establish its rights hereunder and shall have the right to receive directly from the receiver, trustee or other custodian (whether or not an Event of Default shall have occurred or be continuing under any of the Loan Documents), dividends and payments that are payable upon any obligation of Borrower to Guarantor now existing or hereafter arising, and to have all benefits of any security therefor, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid and performed. If, notwithstanding the foregoing provisions, Guarantor should receive any payment, claim or distribution that is prohibited as provided above in this Section, Guarantor shall pay the same to Administrative Agent promptly, Guarantor hereby agreeing that it shall receive the payment, claim or distribution in trust for Administrative Agent, for the benefit of Lenders and shall have absolutely no dominion over the same except to pay it promptly to Administrative Agent, for the benefit of Lenders; and (d) Guarantor shall promptly upon written request of Administrative Agent from time to time execute such documents and perform such acts as Administrative Agent may reasonably require to evidence and perfect its interest and to permit or facilitate exercise of its rights under this Section. 4. Other Liability of Guarantor or Borrower. If Guarantor is or becomes liable, by endorsement or otherwise, for any indebtedness owing by Borrower to Lenders other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby, and the rights of Administrative Agent and the Lenders hereunder shall be cumulative of any and all other rights that Administrative Agent and the Lenders may have against Guarantor. 5. Assignment by Administrative Agent or any Lender. This Guaranty is for the benefit of Administrative Agent and each Lender and their successors and assigns, and in the event of an assignment made in accordance with the Loan Agreement of the Guaranteed Recourse

5 Obligations of Borrower, or any part thereof, the rights and benefits hereunder, to the extent applicable to the Guaranteed Recourse Obligations of Borrower so assigned, may be transferred with such Guaranteed Recourse Obligations of Borrower. To the extent permitted by law, Guarantor waives notice of any transfer or assignment of the Guaranteed Recourse Obligations of Borrower, or any part thereof, and agrees that failure to give notice will not affect the liabilities of Guarantor hereunder. 6. Binding Effect. This Guaranty is binding not only on Guarantor, but also on Guarantor’s heirs, personal representatives, successors and assigns. Upon the death of Guarantor, if Guarantor is a natural person, this Guaranty shall continue against Guarantor’s estate as to all of the Guaranteed Recourse Obligations of Borrower, including that portion incurred or arising after the death of Guarantor and shall be provable in full against Guarantor’s estate, whether or not the Guaranteed Recourse Obligations of Borrower are then due and payable. If this Guaranty is signed by more than one Person, then all of the obligations of Guarantor arising hereunder shall be jointly and severally binding on each of the undersigned, and their respective heirs, personal representatives, successors and assigns, and the term “Guarantor” shall mean all of such Persons and each of them individually. Without limitation of any other term, provision or waiver contained herein, Guarantor hereby acknowledges and agrees that it has been furnished true, complete and correct copies of the Loan Documents and has reviewed the terms and provisions thereof (including, without limitation, the Guaranteed Recourse Obligations of Borrower). 7. Nature of Guaranty. Guarantor hereby acknowledges and agrees that this Guaranty (a) is a guaranty of payment and not only of collection and that Guarantor is liable hereunder as a primary obligor (solely with respect to the Guaranteed Recourse Obligations of Borrower), (b) shall only be deemed discharged after the indefeasible satisfaction in full of the Guaranteed Recourse Obligations of Borrower, and (c) shall not be reduced, released, discharged, satisfied or otherwise impacted in connection with (i) any act or occurrence that might, but for the provisions hereof, be deemed a legal or equitable reduction, satisfaction, discharge or release and/or (ii) Administrative Agent’s or any Lender’s enforcement of remedies under the Loan Documents and (d) shall survive the foregoing and shall not merge with any resulting foreclosure deed, deed in lieu or similar instrument (if any) but in all cases subject to the provisions of Section 28 hereof. 8. Governing Law; Forum. (a) THIS GUARANTY WAS NEGOTIATED IN THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE 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 CONFLICT OF LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF GUARANTOR, AND BY 6 ITS ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDERS HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS GUARANTY, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS GUARANTY, 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 EXCEPT AS SPECIFICALLY SET FORTH ABOVE. (b) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST ADMINISTRATIVE AGENT ANY LENDER OR GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY AT ADMINISTRATIVE AGENT’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 GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT: Sheppard Mullin Richter & Hampton LLP 30 Rockefeller Plaza, 39th Floor New York, New York 10112 Attention: Ross Honig, Esq. AS ITS AUTHORIZED AGENT TO TAKE, RECEIVE AND FORWARD PROCESS ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO GUARANTOR IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON GUARANTOR, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. GUARANTOR (I) SHALL GIVE PROMPT NOTICE TO ADMINISTRATIVE AGENT OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR. 7 9. Invalidity of Certain Provisions. If any provision of this Guaranty or the application thereof to any Person or circumstance shall, for any reason and to any extent, be declared to be invalid or unenforceable, neither the remaining provisions of this Guaranty nor the application of such provision to any other Person or circumstance shall be affected thereby, and the remaining provisions of this Guaranty, or the applicability of such provision to other Persons or circumstances, as applicable, shall remain in effect and be enforceable to the maximum extent permitted by applicable Legal Requirements. 10. Attorneys’ Fees, Costs and Expenses of Collection. Guarantor shall pay within ten (10) Business Days of written demand by Administrative Agent, all reasonable out-of-pocket costs and expenses (including court costs, reasonable attorneys’ fees, investigative costs and all other reasonable out-of-pocket costs and expenses actually incurred by Administrative Agent and/or any Lender in the enforcement of or preservation of Administrative Agent’s and/or any Lender’s rights under this Guaranty), whether or not suit is filed herein, or whether at maturity or by acceleration, or whether before or after maturity, or whether in connection with bankruptcy, insolvency or appeal, or whether in connection with the collection and enforcement of this Guaranty against any other Guarantor, if there be more than one. Guarantor agrees to pay interest on any expenses or other sums due to Administrative Agent and the Lenders under this Section 10 that are not paid when due, at the Default Rate. Guarantor’s obligations and liabilities under this Section 10 shall survive any payment or discharge in full of the Guaranteed Recourse Obligations of Borrower. 11. Payments. All sums payable under this Guaranty shall be paid in lawful money of the United States of America that at the time of payment is legal tender for the payment of public and private debts. 12. Controlling Agreement. It is not the intention of Administrative Agent, the Lenders or Guarantor to obligate Guarantor to pay interest in excess of that lawfully permitted to be paid by Guarantor under applicable Legal Requirements. Should it be determined that any portion of the Guaranteed Recourse Obligations of Borrower or any other amount payable by Guarantor under this Guaranty constitutes interest in excess of the maximum amount of interest that Guarantor, in Guarantor’s capacity as guarantor, may lawfully be required to pay under applicable Legal Requirements, the obligation of Guarantor to pay such interest shall automatically be limited to the payment thereof in the maximum amount so permitted under applicable Legal Requirements. The provisions of this Section shall override and control all other provisions of this Guaranty and of any other agreement between Guarantor and Administrative Agent and Lenders. 13. Notices. Any and all notices, elections, demands, requests and responses thereto permitted or required to be given under this Guaranty shall be given in accordance with the applicable terms and conditions of the Loan Agreement. Notices to Guarantor shall be addressed as follows: Pacific Oak SOR Properties, LLC c/o Pacific Oak Capital Advisors LLC 3200 Park Center Drive, Suite 800 8 Costa Mesa, CA 92626 Attention: Brian Ragsdale and Sheppard Mullin Richter & Hampton LLP 650 Town Center Drive, 10th Floor Costa Mesa, CA 92626-1993 Attention: Scott A. Morehouse, Esq. 14. Cumulative Rights. Subject to the applicable Legal Requirements, the exercise by Administrative Agent or any Lender of any right or remedy hereunder or under any other Loan Document, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy. Subject to the applicable Legal Requirements, the Administrative Agent and each Lender shall have all rights, remedies and recourses afforded to Administrative Agent by reason of this Guaranty or any other Loan Document or by law or equity or otherwise, and the same (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Guarantor or others obligated for the Guaranteed Recourse Obligations of Borrower, or any part thereof, or against any one or more of them, or against any security or otherwise, at the sole discretion of Administrative Agent and the Lenders, (c) may be exercised as often as occasion therefor shall arise, it being agreed by Guarantor that the exercise of, discontinuance of the exercise of or failure to exercise any of such rights, remedies, or recourses shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse, and (d) are intended to be, and shall be, nonexclusive. No waiver of any default on the part of Guarantor or of any breach of any of the provisions of this Guaranty or of any other document shall be considered a waiver of any other or subsequent default or breach, and no delay or omission in exercising or enforcing the rights and powers granted herein or in any other document shall be construed as a waiver of such rights and powers, and no exercise or enforcement of any rights or powers hereunder or under any other document shall be held to exhaust such rights and powers, and every such right and power may be exercised from time to time. The granting of any consent, approval or waiver by Administrative Agent or any Lender shall be limited to the specific instance and purpose therefor and shall not constitute consent or approval in any other instance or for any other purpose. No notice to or demand on Guarantor in any case shall of itself entitle Guarantor to any other or further notice or demand in similar or other circumstances. No provision of this Guaranty or any right, remedy or recourse of Administrative Agent and the Lenders with respect hereto, or any default or breach, can be waived, nor can this Guaranty or Guarantor be released or discharged in any way or to any extent, except specifically in each case by a writing intended for that purpose (and which refers specifically to this Guaranty) executed, and delivered to Guarantor, by Administrative Agent. 15. Subrogation. Notwithstanding anything to the contrary contained herein, (a) Guarantor shall not have any right of subrogation in or under any of the Loan Documents or to participate in any way therein, or in any right, title or interest in and to any security or right of recourse for the Guaranteed Recourse Obligations of Borrower, until the Guaranteed Recourse Obligations of Borrower have been fully and finally paid, and (b) if Guarantor is

9 or becomes an “insider” (as defined in Section 101 of the Bankruptcy Code) with respect to Borrower, then Guarantor hereby irrevocably and absolutely waives any and all rights of contribution, indemnification, reimbursement or any similar rights against Borrower with respect to this Guaranty (including any right of subrogation, except to the extent of collateral held by Administrative Agent for the benefit of the Lenders), whether such rights arise under an express or implied contract or by operation of law for a period of one year and one day after the Obligations have been fully and finally paid. It is the intention of the parties that Guarantor shall not be deemed to be a “creditor” (as defined in Section 101 of the Bankruptcy Code) of Borrower by reason of the existence of this Guaranty in the event that Borrower or Guarantor becomes a debtor in any proceeding under the Bankruptcy Code. This waiver is given to induce the Lenders to restructure and increase the Loan as contemplated by the Loan Agreement. 16. Further Assurances. Guarantor at Guarantor’s expense will promptly execute and deliver to Administrative Agent upon Administrative Agent’s written request all such other and further reasonably requested documents, agreements, and instruments in compliance with or accomplishment of the agreements of Guarantor under this Guaranty; provided, that the same does not increase the liabilities or obligations or decrease the rights of Guarantor hereunder by more than a de minimis amount. 17. No Fiduciary Relationship. The relationship between Administrative Agent, Lender and Guarantor is solely that of lender and guarantor. Neither Administrative Agent nor any Lender has a fiduciary or other special relationship with or duty to Guarantor and none is created hereby or may be inferred from any course of dealing or act or omission of Administrative Agent and/or Lenders. 18. Interpretation. If this Guaranty is signed by more than one Person as “Guarantor”, then the term “Guarantor” as used in this Guaranty shall refer to all such Persons jointly and severally, and all promises, agreements, covenants, waivers, consents, representations, warranties and other provisions in this Guaranty are made by and shall be binding upon each and every such undersigned Person, jointly and severally and Administrative Agent and the Lenders may pursue any Guarantor hereunder without being required (i) to pursue any other Guarantor hereunder or (ii) pursue rights and remedies under the Security Instrument and/or applicable Legal Requirements with respect to the Property or any other Loan Documents. 19. Time of Essence. Time shall be of the essence in this Guaranty with respect to all of Guarantor’s obligations hereunder. 20. Execution. This Guaranty may be executed in multiple counterparts, each of which, for all purposes, shall be deemed an original, and all of which together shall constitute one and the same agreement. 21. Entire Agreement. This Guaranty embodies the entire agreement between Administrative Agent, the Lenders and Guarantor with respect to the guaranty by Guarantor of the Guaranteed Recourse Obligations of Borrower. This Guaranty supersedes all prior agreements and understandings, if any, with respect to guaranty by Guarantor of the 10 Guaranteed Recourse Obligations of Borrower. No condition or conditions precedent to the effectiveness of this Guaranty exist. This Guaranty shall be effective upon execution by Guarantor and delivery to Administrative Agent, for the benefit of Lenders. This Guaranty may not be modified, amended or superseded except in a writing signed by Administrative Agent and Guarantor referencing this Guaranty by its date and specifically identifying the portions hereof that are to be modified, amended or superseded. The Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. 22. WAIVER OF JURY TRIAL. GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND THE LENDERS, HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GUARANTOR AND ADMINISTRATIVE AGENT MAY BE PARTIES ARISING OUT OF, IN CONNECTION WITH, OR IN ANY WAY PERTAINING TO, THIS GUARANTY AND ANY OTHER LOAN DOCUMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS GUARANTY. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GUARANTOR, LENDER AND ADMINISTRATIVE AGENT, AND GUARANTOR, AND BY ACCEPTANCE OF THIS GUARANTY, ADMINISTRATIVE AGENT AND LENDER, HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS EFFECT. ADMINISTRATIVE AGENT, LENDER AND GUARANTOR EACH FURTHER REPRESENTS AND WARRANTS THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS GUARANTY AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL, OR HAS HAD THE OPPORTUNITY TO BE REPRESENTED BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL. 23. Waivers. (a) Subject to applicable Legal Requirements, Guarantor hereby agrees that neither Administrative Agent’s or any Lender’s rights or remedies nor Guarantor’s obligations under the terms of this Guaranty shall be released, diminished, impaired, reduced or affected by any one or more of the following events, actions, facts, or circumstances, and to the extent permitted under applicable law, the liability of Guarantor under this Guaranty shall be absolute and unconditional irrespective of (and Guarantor hereby waives any rights or protections related to): (i) except as expressly set forth herein, any limitation of liability or recourse in any other Loan Document or arising under any law; (ii) any claim or defense that this Guaranty was made without consideration or is not supported by adequate consideration; (iii) the taking or accepting of any other security or guaranty for, or right of recourse with respect to, any or all of the Guaranteed Recourse Obligations of Borrower; (iv) any homestead exemption or any other similar exemption under applicable Legal Requirements and Guarantor hereby waives the benefit of any such exemption as to the Guaranteed Recourse Obligations of Borrower; (v) any release, surrender, abandonment, exchange, alteration, 11 sale or other disposition, subordination, deterioration, waste, failure to protect or preserve, impairment, or loss of, or any failure to create or perfect any lien or security interest with respect to, or any other dealings with, any collateral or security at any time existing or purported, believed or expected to exist in connection with any or all of the Guaranteed Recourse Obligations of Borrower, including any impairment of Guarantor’s recourse against any Person or collateral; (vi) whether express or by operation of law, any partial release of the liability of Guarantor hereunder (other than as may be expressly provided for in such partial release in writing by Administrative Agent), or if one or more other guaranties are now or hereafter obtained by Administrative Agent or any Lender covering all or any part of the Guaranteed Recourse Obligations of Borrower, any complete or partial release of any one or more of such guarantors under any such other guaranty, or any complete or partial release or settlement of Borrower or any other party liable, directly or indirectly, for the payment or performance of any or all of the Guaranteed Recourse Obligations of Borrower; (vii) the death, insolvency, bankruptcy, disability, dissolution, liquidation, termination, receivership, reorganization, merger, consolidation, change of form, structure or ownership, sale of all assets, or lack of corporate, partnership or other power of Borrower or any other party at any time liable for the payment or performance of any or all of the Guaranteed Recourse Obligations of Borrower; (viii) either with or without notice to or consent of Guarantor: any renewal, extension, modification or rearrangement of the terms of any or all of the Guaranteed Recourse Obligations of Borrower and/or any of the Loan Documents; (ix) any neglect, lack of diligence, delay, omission, failure, or refusal of Administrative Agent or any Lender to take or prosecute (or in taking or prosecuting) any action for the collection or enforcement of any of the Guaranteed Recourse Obligations of Borrower, or to foreclose or take or prosecute any action to foreclose (or in foreclosing or taking or prosecuting any action to foreclose) upon any security therefor, or to exercise (or in exercising) any other right or power with respect to any security therefor, or to take or prosecute (or in taking or prosecuting) any action in connection with any Loan Document, or any failure to sell or otherwise dispose of in a commercially reasonable manner any collateral securing any or all of the Guaranteed Recourse Obligations of Borrower; (x) any failure of Administrative Agent or any Lender to notify Guarantor of any creation, renewal, extension, rearrangement, modification, supplement, subordination, or assignment of the Guaranteed Recourse Obligations of Borrower or any part thereof, or of any Loan Document, or of any release of or change in any security, or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrower or any security or other recourse, or of any new agreement between Administrative Agent and Borrower, it being understood that, except as expressly set forth herein, Administrative Agent or any Lender shall not be required to give Guarantor any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Recourse Obligations of Borrower, any and all rights to notice Guarantor may have otherwise had being hereby waived by Guarantor, and Guarantor shall be responsible for obtaining for itself information regarding Borrower, including, but not limited to, any changes in the business or financial condition of Borrower, and Guarantor acknowledges and agrees that Administrative Agent or any Lender shall have no duty to notify Guarantor of any information which Administrative Agent may have concerning Borrower; (xi) if for any reason that Administrative Agent is required to refund any payment by Borrower to any other party liable for the payment or performance of any or all of the Guaranteed Recourse Obligations of Borrower or pay the amount thereof to someone else; (xii) the making of advances by Administrative Agent or any Lender to protect its interest in the Property, preserve the value of the Property or for the purpose of performing any term or covenant contained in any of the Loan Documents; (xiii) the 12 existence of any claim, counterclaim (other than a compulsory counterclaim), set off, recoupment, reduction or defense (other than the defense of actual payment of the Guaranteed Recourse Obligations of Borrower or the Obligations of Borrower) based upon any claim or other right that Guarantor may at any time have against Borrower, Administrative Agent, any Lender, or any other Person, whether or not arising in connection with this Guaranty, the Note, the Loan Agreement, or any other Loan Document; (xiv) the unenforceability of all or any part of the Guaranteed Recourse Obligations of Borrower against Borrower, whether because the Guaranteed Recourse Obligations of Borrower exceed the amount permitted by law or violate any usury law, or because the act of creating the Guaranteed Recourse Obligations of Borrower, or any part thereof, is ultra vires, or because the officers or Persons creating same acted in excess of their authority, or because of a lack of validity or enforceability of or defect or deficiency in any of the Loan Documents, or because Borrower’s obligation ceases to exist by operation of law, or because of any other reason or circumstance (other than the actual payment), it being agreed that Guarantor shall remain liable hereon regardless of whether Borrower or any other Person be found not liable on the Guaranteed Recourse Obligations of Borrower, or any part thereof, for any reason (and regardless of any joinder of Borrower or any other party in any action to obtain payment or performance of any or all of the Guaranteed Recourse Obligations of Borrower); (xv) any order, ruling or plan of reorganization emanating from proceedings under any bankruptcy or similar insolvency laws with respect to Borrower or any other Person, including any extension, reduction, composition, or other alteration of the Guaranteed Recourse Obligations of Borrower, whether or not consented to by Administrative Agent or any Lender; and/or (xvi) any partial or total transfer, pledge and/or reconstitution of Borrower and/or any direct or indirect owner of Borrower (regardless of whether the same is permitted under the Loan Documents). (b) This Guaranty shall be effective as a waiver of, and Guarantor hereby expressly waives to the extent permitted by Legal Requirements: (i) any and all rights to which Guarantor may otherwise have been entitled under any suretyship laws in effect from time to time, including any right or privilege, whether existing under statute, at law or in equity, to require Administrative Agent or any Lender to take prior recourse or proceedings against any collateral, security or Person whatsoever; and (ii) any right and/or requirement of or related to notice (except as set forth herein or in the other Loan Documents), presentment, protest, notice of protest, further notice of nonpayment, notice of dishonor, default, nonperformance, intent to accelerate, acceleration, existence of the Debt and/or any amendment or modification of the Debt. 24. Representations and Warranties of Guarantor. Guarantor hereby makes the following representations and warranties (each of which shall remain materially true and correct during the term hereof): (a) it is duly organized, validly existing and in good standing under the laws of its state of formation, and Guarantor has all requisite right and power to execute and deliver this Guaranty and to perform the Guaranteed Recourse Obligations of Borrower; (b) the execution, delivery and performance of this Guaranty and the incurrence of the Guaranteed Recourse Obligations of Borrower, now or hereafter owing, and the creation of liens on Guarantor’s assets (i) are within its powers and (ii) do not require any approval or consent of, or filing with, any governmental authority or other Person having jurisdiction over Guarantor (or such approvals and consents have been obtained and

13 delivered to the Administrative Agent and the Lenders) and to Guarantor’s knowledge are not in contravention of any provision of law applicable to Guarantor; (c) this Guaranty and the other Loan Documents to which Guarantor is a party constitutes when delivered, valid and binding obligations of Guarantor, enforceable against Guarantor in accordance with their respective terms, except as may be limited by laws affecting creditors rights generally or by generally applicable principles of equity; (d) Guarantor is not a party to any indenture, loan or credit agreement, or any lease or other agreement or instrument, or subject to any restriction, which is likely to have a Material Adverse Effect; (e) Guarantor has filed all tax returns which are required to be filed (or obtained proper extensions of time for the filing thereof) and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to said returns or to assessments received; (f) the financial statements and other information pertaining to Guarantor submitted to Administrative Agent are true, complete and correct in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading; (g) there is no litigation, at law or in equity, or any proceeding before any federal, state, provincial or municipal board or other governmental or administrative agency pending or, to the knowledge of Guarantor, threatened, or any basis therefor, which involves a risk of any material judgment or liability not fully covered by insurance (other than any deductible) which is likely to be adversely determined and if so, would have a Material Adverse Effect, and no judgment, decree, or order of any federal, state, provincial or municipal court, board or other governmental or administrative agency has been issued against Guarantor which has a Material Adverse Effect; (h) the making of the Loan to Borrower will result in material benefits to Guarantor; (i) Guarantor (1) has not entered into this Guaranty or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (2) has received reasonably equivalent value in exchange for the Guaranteed Recourse Obligations of Borrower hereunder and under the Loan Documents; (j) Guarantor is not a “foreign person” within the meaning of Section 1445(1)(3) of the Internal Revenue Code; and (k) in addition, Guarantor hereby certifies that its financial statements provided to Administrative Agent in connection with the restructure and upsize of the Loan did not reflect any material assets held in a trust or in any similar legal entity. Each of the representations and covenants of and/or relating to Guarantor set forth in the other Loan Documents are hereby re-made by Guarantor and incorporated herein by reference as if fully set forth herein. 25. Financial Covenants of Guarantor (a) Guarantor (i) shall keep and maintain complete and accurate books and records and (ii) shall permit Administrative Agent and any authorized representatives of Administrative Agent to have access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of Guarantor, at all reasonable times, during normal business hours, at Guarantor’s address for notices as set forth herein upon the giving of reasonable prior written notice of such intent. Guarantor shall also provide to Administrative Agent, within ten (10) Business Days following Administrative Agent’s reasonable prior written request, such proofs of payments, costs, expenses, revenues and earnings, and other documentation as Administrative Agent may reasonably request, from time to time, and with such other information, in such detail as may reasonably be required by Administrative Agent. 14 (b) Administrative Agent shall have the right, at any time and from time to time upon the occurrence and continuance of an “Event of Default” hereunder or under the other Loan Documents, to audit the books and records of Guarantor. (c) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, as soon as available, and in any event within one hundred and twenty (120) days after the end of each calendar year, the annual financial statements of Guarantor, which financial statements shall be prepared by Guarantor and accompanied by an officer’s certificate executed by a duly authorized financial officer of Guarantor, as applicable, stating that such annual financial statements present fairly the financial condition and the results of operations of Guarantor, as applicable, in all material respects, and which shall include Guarantor’s balance sheet, tax returns (to the extent available; provided, however, that if Guarantor (or its parent(s), to the extent such tax returns are consolidated therewith) has filed for an extension of such tax returns for the applicable fiscal year, Guarantor agrees to deliver the same as soon as practicable following filing thereof by the extension deadline (such extension deadline not to be more than six (6) months after the original filing deadline)) and statements of net worth and contingent liabilities. All such financial statements shall (A) be certified by Guarantor to Administrative Agent as true and correct in all material respects and (B) contain such backup and/or supporting information as may be reasonably requested by Administrative Agent. In addition, Guarantor shall within thirty (30) days after written request by Administrative Agent, furnish to Administrative Agent any other financial information reasonably requested by Administrative Agent from time to time in respect of Guarantor. (d) During the term hereunder, Guarantor will furnish or cause to be furnished to Administrative Agent, within sixty (60) days after the end of each calendar quarter, a compliance certificate substantially in the form of Exhibit A hereto. (e) Guarantor hereby makes the following additional affirmative covenants: (i) At all times throughout the Term of this Guaranty, Guarantor shall, in the aggregate, maintain Unencumbered Liquid Assets (as defined below) of not less than $10,000,000. (ii) Until the Initial Maturity Date, Guarantor shall maintain an aggregate Net Worth (as defined below) (the “Net Worth Threshold”) of not less than $100,000,000. From and after the Initial Maturity Date, until the remainder of the Term of this Guaranty, Guarantor shall maintain an aggregate Net Worth Threshold of not less than $75,000,000. (iii) As used above, the following terms shall have the following meanings: (1) “Net Worth” means with respect to any Person’s net worth as of a given date, calculated in accordance with Accounting Principles as to such Person’s total assets (including any Intangible Assets and Unencumbered Liquid Assets) minus its total liabilities and shall (A) be based on market valuations and (B) not include the value of the Property or Guarantor’s interest in the Property (or Guarantor’s indirect equity interest in the Borrower) or in 15 any other asset that is part of the collateral for the Loan. Net Worth shall expressly include unfunded capital commitments in Guarantor (or its members) which capital commitments are unconditional, irrevocable and unpledged. (2) “Cash and Cash Equivalents” shall mean: (i) United States dollars and (ii) any of the following which may be liquidated without restrictions within ten (10) Business Days or less: (a) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six (6) months from the date of acquisition; (b) certificates of deposit and Eurodollar time deposits with maturities of six (6) months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500 million and an S&P Certificate of Deposit Rating (short term) of A-1 or better or the equivalent by Moody’s; (c) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (ii)(a) and (b) above entered into with any financial institution meeting the qualifications specified in clause (ii) (b) above; (d) commercial paper having the highest rating obtainable from Moody’s or S&P, and in each case maturing within six months after the date of acquisition; and (e) money market funds substantially all the assets of which are comprised of securities and other obligations of the types described in clauses (i) and (ii)(a) through (d) above. (3) “Intangible Assets” shall mean those assets of a Person (whether having determinate or indeterminate lives) that lack physical substance (other than accounts receivable) and that are considered under GAAP to be intangibles but, in any event, shall include, without limitation, goodwill, deferred financing costs, organizational costs and patent, copyright, franchise, trademark, customer contracts and relationships, covenants not to compete, technology and process costs and related amounts and capitalized research and development costs included on a balance sheet of such Person. (4) “Unencumbered Liquid Assets” shall be determined by Administrative Agent in its reasonable discretion and shall mean the “liquid assets” of Guarantor, free and clear of all liens and shall include only the following assets of Guarantor as set forth on Guarantor’s balance sheet: (x) all Cash and Cash Equivalents, and (y) the following, to the extent acquired for investment or with a view to achieving trading profits (and which may be liquidated without restrictions within ten (10) Business Days or less): marketable securities owned of record and beneficially by Guarantor and which are freely tradeable, without any restriction on the New York Stock Exchange, the American Stock Exchange or NASDAQ, and (z) unfunded capital commitments in Guarantors which capital commitments are unconditional, irrevocable and unpledged. (iv) Guarantor shall not, at any time while a default in the payment of the Guaranteed Recourse Obligations of Borrower has occurred and is continuing, either (i) enter into or effectuate any transaction with any Affiliate, including the payment of any dividend or distribution to a shareholder, or the redemption, retirement, purchase or other acquisition for consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or otherwise transfer to any Person any of Guarantor’s assets, or any interest therein, in either case (i) or (ii), which could have the effect of reducing the Net Worth of Guarantor below the applicable Net Worth Threshold. 16 26. Transfer of Loan. (a) Subject to the terms of the Loan Agreement, Lender may, at any time, sell, transfer or assign the Note, the Loan Agreement, the Security Instrument, this Agreement and the other Loan Documents, and any or all servicing rights with respect thereto, or grant participations therein or issue mortgage pass-through certificates or other securities evidencing a beneficial interest in a rated or unrated public offering or private placement (the “Securities”). Lender may forward to each purchaser, transferee, assignee, servicer, participant or investor in such Securities or any credit rating agency (the foregoing entities hereinafter collectively referred to as the “Investor”) and each prospective Investor, all documents and information which Lender now has or may hereafter acquire relating to Guarantor and the Property, whether furnished by Guarantor, any other guarantor or otherwise, as Lender determines necessary or desirable, provided that Lender shall direct the recipients to keep such information confidential. Guarantor agrees to reasonably cooperate with any Lender in connection with any transfer made or any Securities created pursuant to this Section, including, without limitation, the delivery of an estoppel certificate required in accordance with the Loan Agreement and such other documents as may be reasonably requested by such Lender. Guarantor shall also furnish, and Guarantor hereby consents to any Lender furnishing to such Investors or such prospective Investors, any and all information concerning the financial condition of the Guarantor and any and all information concerning the Property and the Leases as may be reasonably requested by such Lender, any Investor or any prospective Investor in connection with any sale, transfer or participation interest, provided that Lender shall direct the recipients to keep such information confidential. Notwithstanding anything to the contrary contained herein, Guarantor shall not be required to incur any costs of expenses in connection with its obligations arising under this Section 26(a) except for di minimis costs, which costs shall be included in the Borrower Transaction Cost Cap (as defined in Section 9.6 of the Loan Agreement). (b) Upon any transfer or proposed transfer contemplated above and by Section 9.1 of the Loan Agreement, at Lender’s request, Guarantor shall provide an estoppel certificate to the Investor or any prospective Investor in such form, substance and detail as Lender, such Investor or prospective Investor may require. 27. Other Guaranties. (a) The obligations of Guarantor hereunder are separate and distinct from, and in addition to (and shall not be limited by), the obligations of Guarantor now or hereafter arising under any other guaranties, including, without limitations, the Completion Guaranty, the Carry Guaranty, the Funding Guaranty, indemnification agreements or other agreements to which Guarantor is now or hereafter becomes a party in connection with the Loan Agreement (collectively, the “Other Guaranties”). Administrative Agent’s enforcement hereof, and receipt of any amounts hereunder with respect to the Guaranteed Recourse Obligations of Borrower, shall not be limited by (a) any recovery of Administrative Agent under any of the Other Guaranties, (b) the receipt by Administrative Agent or any Lender of any amounts paid by Borrower, any Affiliate of Borrower or any other Person (other than a payment by a Guarantor of a claim expressly made by Administrative Agent or any Lender pursuant to this Guaranty) to Borrower with respect to the Loan, or (c) any recovery of Administrative Agent under any of the other Loan Documents.

17 (b) Guarantor, Administrative Agent and Lenders each hereby acknowledges and agrees that this Guaranty supplements those obligations of Savanna Guarantor pursuant to that certain Guaranty of Recourse Obligations dated as of March 7, 2019 (as amended, modified and/or supplemented, collectively, the “Savanna Guaranty”) as modified by the Omnibus Amendment. In connection with the Supplemental Loan Upsize, (i) the Savanna Guaranty has been terminated and the Savanna Guarantor fully released therefrom as of the date hereof with respect to events and circumstances first arising or occurring from and after the date hereof as more particularly set forth in the Omnibus Amendment, and (ii) from and after the date hereof, this Guaranty and Guarantor’s obligations hereunder with respect to events and circumstances first arising or occurring from and after the date hereof shall replace the Savanna Guaranty. 28. Exclusions. Notwithstanding anything herein to the contrary, Guarantor shall have no liability under this Guaranty with respect to any matters, events or circumstances that first arise or occur following the consummation of a foreclosure of the Mortgage or an acceptance by Administrative Agent or its designee of a deed-in-lieu of foreclosure with respect to the Mortgage; provided that such actions do not relate in any way to actions (or omissions) taken or caused by Borrower or any other Borrower Party prior to the applicable timeframes set forth in this Section 28. 29. Exculpation. Notwithstanding anything to the contrary contained in the Loan Documents, no direct or indirect shareholder, partner, member, principal, affiliate, employee, officer, director, agent or representative of Guarantor shall have any liability for, nor be joined as a party to any action with respect to or be required to make capital contributions or loans in order to fund (i) the payment of any sum of money which is or may be payable under this Guaranty, or (ii) the performance or discharge of any covenants, obligations or undertakings of any Guarantor under this Guaranty; provided that nothing contain in this Section 29 shall impair the liability of any Guarantor or Borrower under this Guaranty or the other Loan Documents to the extent applicable. 30. Termination. This Guaranty shall remain in full force and effect until such time as the earliest of (i) the Debt shall be indefeasibly paid in full, and (ii) the Guaranteed Recourse Obligations of Borrower shall be fully and finally paid and performed. [NO FURTHER TEXT ON THIS PAGE] [Signature Page to Guaranty of Recourse Obligations] IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty under as of the date first written above. GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: /s/ Michael Bender Name: Michael A. Bender Title: Chief Financial Officer Exhibit A EXHIBIT A COMPLIANCE CERTIFICATE Guarantor Name: PACIFIC OAK SOR PROPERTIES, LLC Property Address: 110 William Street, New York, New York 10022 Guarantor is providing this Compliance Certificate in accordance with the terms of that certain Guaranty of Recourse Obligations, dated [__], 2023 (the “Guaranty”), made by Guarantor in favor of DEUTSCHE PFANDBRIEFBANK AG, a German bank (“Administrative Agent”) on behalf of the Lenders (as defined in the Guaranty). Capitalized terms used in this Compliance Certificate and not specifically defined herein have the meaning provided in the Guaranty. This Compliance Certificate covers the period from , 20__ through , 20____ , inclusive (“Covered Period”). Guarantor hereby represents, warrants and certifies to Administrative Agent and each Lender that, as of the date hereof (or such other date as may be specified below), and unless otherwise provided on Schedule A hereto: 1. No Default or Event of Default has occurred and is continuing. 2. Guarantor’s representations and warranties set forth in the Guaranty are true and correct in all material respects. 3. Guarantor’s Net Worth as of the end of the Covered Period is: Required: $[100,000,000.00]1 (together with [___] in the aggregate) Actual: 4. Guarantor’s Liquidity as of the end of the Covered Period is: Required: $10,000,000.00 (together with [____] in the aggregate) Actual: BY SIGNING BELOW, Guarantor certifies that (a) all information provided in this Compliance Certificate and Schedule A hereto (if attached) is true, accurate and correct in all material respects and does not omit any material fact that would make any statement false or misleading and (b) the undersigned representative is duly authorized to sign this Compliance Certificate on Guarantor’s behalf. [SIGNATURES ON THE FOLLOWING PAGE] 1 To be reduced after the initial thirty-six month period of the term of the Loan as per Section 25(e)(ii) of the Guaranty. 20 GUARANTOR: PACIFIC OAK SOR PROPERTIES, LLC, a Delaware limited liability company By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP, a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC. a Maryland corporation, its sole general partner By: Name: Michael A. Bender Title: Chief Financial Officer

purchaseagreementpacific

Exhibit 10.9 SMRH:4867-3272-9957.9 -1- 062123 0003-000003 MEMBERSHIP INTEREST PURCHASE AGREEMENT This Membership Interest Purchase Agreement (this “Agreement”) is made as of July 5, 2023 (“Effective Date”), by and between Pacific Oak SOR 110 William JV, LLC (f/k/a KBS SOR 110 William JV, LLC), a Delaware limited liability company (“Buyer”), and SREF III 110 William JV, LLC, a Delaware limited liability company (“Seller”), and for purposes of Sections 2.1(d) and 3.11 hereof, Pacific Oak SOR SREF III 110 William, LLC (f/k/a KBS SOR SREF III 110 William, LLC), a Delaware limited liability company (the “Company”). Buyer and Seller are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Initially capitalized terms used but not defined herein have the meanings set forth in the Amended Original LLC Agreement (as defined in the recitals below). RECITALS WHEREAS, Buyer and Seller, as the sole initial members of the Company, entered into that certain Limited Liability Company Agreement of the Company, effective as of December 23, 2013 and amended pursuant to that certain First Amendment to the Limited Liability Company Agreement of the Company dated November 1, 2019 (collectively, the “Amended Original LLC Agreement”), and have remained the sole members of the Company until the Effective Date, with Buyer and Seller owning a 60% Percentage Interest and a 40% Percentage Interest, respectively; WHEREAS, 110 William Property Investors III, LLC, a Delaware limited liability company (the “Property Owner”), is a subsidiary of the Company and owns the Property; WHEREAS, the Property Owner, as landlord, and The City of New York, a municipal corporation, as tenant, acting through the Department of Citywide Administrative Services, have entered into that certain Agreement of Lease (the “DCAS Lease”) dated on or about the Effective Date with respect to certain space in the building located at the Property; WHEREAS, the DCAS Lease will require the Property Owner to fund certain amounts of additional equity to construct certain tenant improvements and to pay certain leasing commissions in accordance with the terms of the DCAS Lease (the “DCAS Lease Equity”); WHEREAS, Seller has informed Buyer that it will not have the requisite funds available to fund its applicable portion (based on its Percentage Interest) of the DCAS Lease Equity and that it is willing to therefore sell to Buyer, and Buyer is willing to purchase from Seller its entire membership interest in the Company (the “Membership Interest”), as hereinafter provided; and WHEREAS, immediately following the consummation of the purchase and sale of the Membership Interest, the Company will admit Invesco CMI Investments 110 William, LLC, a Delaware limited liability company (“Invesco”) as a member, and Buyer and Invesco will enter into an Amended and Restated Limited Liability Company Agreement of the Company dated as of the Effective Date in the form attached hereto as Exhibit A (as the same me be amended, restated, modified or supplemented in accordance with the terms thereof, the “A&R LLC Agreement”), which will supersede the Amended Original LLC Agreement, except as otherwise provided in this Agreement. SMRH:4867-3272-9957.9 -2- 062123 0003-000003 AGREEMENT NOW THEREFORE, in consideration of the premises and mutual covenants herein set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: ARTICLE 1 PURCHASE AND SALE OF MEMBERSHIP INTEREST 1.1 Purchase and Sale. Seller hereby sells, assigns, transfers and delivers to Buyer, and Buyer hereby purchases from Seller, the Membership Interest, free and clear of all liens, claims, encumbrances and restrictions (“Liens”). The purchase and sale of the Membership Interest shall be deemed effective as of 12:01 a.m. Eastern Time on the Effective Date (the “Effective Time”). 1.2 Purchase Price. As payment for the Membership Interest, Buyer shall pay to Seller (a) one dollar ($1.00), which Seller acknowledges that is has received from Seller concurrently herewith and (b) the Contingent Consideration (as defined below). 1.3 Contingent Consideration. (a) Amount. If at any time Buyer and its Affiliates collectively shall have received both an IRR Return of seventeen percent (17.0%) and an Equity Multiple of 2.0 (calculated with reference to Net Cash or repayment of any principal and interest received by Buyer and its Affiliates from the Company from and after the Effective Time in the form of Distributions (as defined below)) on the aggregate capital contributions to the Company that Buyer and its Affiliates have made from and after the Effective Time through the date of such calculation (taking into account, for avoidance of doubt, capital contributions made by Buyer and its Affiliates pursuant to any provision of the A&R LLC Agreement (including, without limitation, capital contributions made pursuant to a capital call or with the mutual agreement of Invesco)) or on the amount of any loan funded to the Company or any subsidiary (direct or indirect) thereof that Buyer and its Affiliates have made from and after the Effective Time through the date of such calculation (“Hurdle”), Buyer shall pay to Seller, as additional consideration for the Membership Interest (any and all such additional consideration, “Contingent Consideration”), ten percent (10.0%) of (x) all Net Cash received by Buyer and its Affiliates thereafter in the form of Distributions and (y) the net cash proceeds that Buyer and its Affiliates thereafter receive from the sale of their Interests to a third party and (z) any repayment of principal and interest. Each payment of Contingent Consideration shall be due within ten (10) Business Days (as defined in Section 4.2) after Buyer’s receipt of the distributions or proceeds, as applicable, giving rise to the obligation to pay the Contingent Consideration and shall be payable by wire transfer of immediately available funds to the account designated in writing by Seller to Buyer for such payment, provided, however, that should such payment of Contingent Consideration not be made within thirty (30) days following the conclusion of the fiscal quarter in which it became due, such amount shall accrue interest from and after such 30th day at the rate equal to ten percent (10%) of such amount per annum until paid to Seller. Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, capitalized terms used in this Section 1.3(a) and not otherwise defined herein shall have the means ascribed to such terms in the Amended Original LLC Agreement. For purposes of this Section 1.3(a), the term “Distributions” means (a) distributions made pursuant to the A&R LLC SMRH:4867-3272-9957.9 -3- 062123 0003-000003 Agreement on account of Interests and (b) payments (other than as described in clause (a)) made for the purpose or which have the effect of eliminating, reducing or diverting the payment of the Contingent Consideration (but, for avoidance of doubt, in all events excluding (i) expense reimbursements, (ii) payments under the indemnification provisions of the A&R Agreement and (iii) payments for goods and services so long as such payments are on arm’s-length terms for bona fide goods and services). (b) Acknowledgements. Seller acknowledges and agree as follows: (i) Buyer’s actions and decisions as Managing Member may have an impact on the amount of Contingent Consideration; (ii) Buyer has no obligation as Managing Member to operate the Company in order to achieve or maximize Contingent Consideration, provided, however, Buyer shall not intentionally hinder or minimize the Contingent Consideration; (iii) Buyer owes no fiduciary duty or express or implied duty to Seller, it being agreed that the Parties intend the express provisions of Section 1.3(a) and this Agreement to govern their contractual relationship with respect to Contingent Consideration; (iv) there is no assurance that Seller will receive any Contingent Consideration; (v) the contingent rights to receive Contingent Consideration shall not be represented by any form of certificate or other instrument, is not transferable without Buyer’s prior written consent, does not constitute an equity or ownership interest in Buyer or the Company and Seller shall not have any rights as an equity holder of the Company as a result of such contingent right; and 1.4 Withholding. Notwithstanding anything herein to the contrary, Buyer and the Company shall be entitled to deduct and withhold from the consideration otherwise payable to Seller pursuant to this Agreement any amounts that it is required to deduct or withhold under applicable law; provided, however, that if Buyer or the Company believes that any such deduction or withholding is required, the applicable withholding Person shall use commercially reasonable efforts to provide Seller with written notice at least five (5) Business Days prior to withholding any amount pursuant to this Section 1.4 such that Seller shall have the opportunity to eliminate or reduce such deduction or withholding obligation by filing appropriate documentation or taking other appropriate action, and subject to their respective obligations under applicable Law, Buyer and the Company shall cooperate in good faith with Seller as necessary to eliminate or reduce such deduction or withholding, in each case, to the extent permitted under applicable Law. Any amounts so deducted or withheld and timely remitted to the appropriate governmental authority shall be treated for purposes of this Agreement as having been paid to Seller. Seller shall provide Buyer with any information reasonably necessary for Buyer to comply with any such deduction or withholding requirements and any associated reporting requirements under applicable Law (as defined in Section 2.1(b)). SMRH:4867-3272-9957.9 -4- 062123 0003-000003 ARTICLE 2 REPRESENTATIONS AND WARRANTIES 2.1 Buyer. Buyer represents and warrants to Seller, as of the Effective Time, as follows: (a) Authority and Enforceability. Buyer has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Buyer, and constitutes the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms. (b) Violations. Neither the execution or delivery by Buyer of this Agreement nor the performance by Buyer of its obligations hereunder will (i) violate or constitute a default under any contract to which Buyer is a party or result in the imposition of a Lien on any of its properties or assets; or (ii) constitute a violation of any law, statute, ordinance, judgment, injunction, decree, writ, regulation, interpretation, rule or order of any court or governmental authority (any of the foregoing, “Law”). (c) No Brokers. Buyer has not become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement. (d) No Allocation of Cancellation of Indebtedness Income. Buyer, in its capacity as the managing member of the Company, and the Company hereby agree that no cancellation of indebtedness income (as described in Section 108 of the Code) will be allocated to Seller due to the admission of Invesco as a member of the Company, except as otherwise required by a “determination” within the meaning of Section 1313 of the Code. (e) A&R LLC Agreement. Buyer has delivered to Seller a true, correct and complete copy of the A&R LLC Agreement and there are no amendments, modifications or supplements to the A&R LLC Agreement or the Amended Original LLC Agreement that have not been made available to Seller that would impact this Agreement or the Contingent Consideration. 2.2 Seller. Seller represents and warrants to Buyer, as of the Effective Time, as follows: (a) Authority and Enforceability. Seller has all requisite power and authority, and has taken all action necessary, to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by Seller, and constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms. (b) Violations. Neither the execution or delivery by Seller of this Agreement nor the performance by Seller of its obligations hereunder will (i) violate or constitute a default under any contract to which Seller is a party or result in the imposition of a Lien on any of its properties or assets; or (ii) constitute a violation of any Law. (c) Title to Membership Interest; No Other Interest. Seller owns the Membership Interest, free and clear of all Liens, and, upon the Effective Time, Buyer will acquire

SMRH:4867-3272-9957.9 -5- 062123 0003-000003 good and marketable title to the Membership Interest free and clear of all Liens. Other than the Membership Interest, Seller does not have (nor does any Affiliate thereof have) any right, title or interest in or to the equity of the Company nor any right, title or interest in or to any options, warrants, convertible or exchangeable securities, subscriptions, rights (including any preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever providing for the issuance, sale or transfer of any equity of the Company. (d) Acknowledgments. Seller acknowledges that: (i) Seller has received all documents, books, records and information pertaining to the Company Entities, including, without limitation, the Project, as are material to Seller’s decision relating to the sale of the Membership Interest. (ii) Seller shall not have any right to any future appreciation in the value of the Membership Interest nor will Seller receive any distributions directly from the Company. (iii) The consideration to be paid pursuant hereto for the Membership Interest has been determined pursuant to arm’s length negotiations between the Parties and does not reflect or otherwise represent an independent valuation of the Membership Interest. (iv) As Managing Member through the date hereof, Seller is familiar with, and has current information regarding, the business, management, operations, financial status and prospects of the Company Entities. (v) Seller has consulted with its own financial, tax and legal advisers in making the decision to enter into this Agreement. (e) Loan Agreement Representations. The representations and warranties contained in the following Articles of the following agreements (which Articles Seller has reviewed) are true as of the Effective Time as they relate to Property Owner and the Property, as applicable (it being understood, however, that if any such representation and warranty is knowledge qualified in the applicable agreement, it shall be deemed made herein to Seller’s knowledge): (i) Section 1 of that certain Environmental Indemnity Agreement dated March 7, 2019 by “Borrower” and Savanna Real Estate Fund III, L.P., a Delaware limited partnership, and Savanna Real Estate (PIV) Fund III, L.P., a Delaware limited partnership (collectively, “Savanna Guarantor”) for the benefit of Invesco CMI Investments, L.P. (“Original Administrative Agent”) and the Lenders (as defined below); (ii) Article III of that certain Senior Loan Agreement dated March 7, 2019 (as the same has been amended, restated, modified and supplemented from time to time prior to the date hereto, collectively, the “Original Senior Loan Agreement”) by and among Borrower, Deutsched Pfandbriefbank AG, a German bank (“Administrative Agent”) and the lenders signatory from time to time to the Original Senior Loan (collectively, “Lenders”) Agreement; (iii) Article III of the that certain Amended and Restated Building Loan Agreement dated March 7, 2019 (as the same has been amended, restated, modified and supplemented from time to time prior to the date hereto, collectively, the “Original Building Loan Agreement”) by and among Borrower, Administrative Agent and lenders signatory from time to time to the Original Building Loan Agreement thereto; (iv) Article III of that certain Supplemental Building Loan Agreement dated as of the Effective Date by and among Borrower, Administrative Agent and SMRH:4867-3272-9957.9 -6- 062123 0003-000003 lenders signatory thereto; (v) Article III of the that certain Amended and Restated Senior Loan Agreement dated as of the Effective Date by and among Borrower, Administrative Agent and lenders signatory thereto; (vi) Section 9 of that certain Omnibus Amendment of Loan Documents dated as of the Effective Date by and among Borrower, Savanna Guarantor, Pacific Oak Credit Party, Administrative Agent and Lenders; and (vii) Section 1 of that certain Environmental Indemnity Agreement dated as of the Effective Date by Borrower and Pacific Oak Credit Party in favor of Administrative Agent for the benefit of Lenders. (f) No Undisclosed Liabilities. To Seller’s knowledge, neither the Company nor any of its subsidiaries (direct or indirect) have any liability or obligation of any kind, character or description (whether absolute or contingent) except (i) those which are adequately reflected or reserved against the consolidated balance sheet of the Company as of April 30, 2023, and (ii) those which have been incurred in the ordinary course of business since that date and which do not relate to or arise from any breach of contract or violation of applicable law. (g) No Brokers. Seller has not become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement. 2.3 Exclusivity of Representations. Each Party acknowledges and agrees that except as set forth in this Article 2, neither Party has made or makes any representation or warranty to the other Party and hereby disclaims all other representations or warranties with respect to any matter whatsoever. 2.4 Survival. All representations and warranties made in this Article 2 shall survive the execution of this Agreement for a period of seven (7) years. ARTICLE 3 COVENANTS 3.1 Asset Management Agreement. Concurrently herewith, Seller shall cause Savanna Project Management, LLC (“Savanna”) to execute and deliver to the Property Owner a counterpart to that certain Asset and Project Management Agreement in the form attached hereto as Exhibit B, whereupon Buyer shall arrange for the Property Owner to execute and deliver a counterpart to Savanna. 3.2 LLC Agreement. Seller and Buyer agree that from and after the date hereof and subject to the terms of this Agreement (a) neither Seller nor any other Releasing Person (as defined in Section 3.3(a)) shall have any rights under the Amended Original LLC Agreement (other than rights under Section 2.09 (Liability and Indemnity) thereof by reason of acts or omissions occurring prior to the date hereof), and (b) Seller shall continue to comply with Section 10.07 (Confidentiality) of the Amended Original LLC Agreement. SMRH:4867-3272-9957.9 -7- 062123 0003-000003 3.3 General Release. (a) Definitions. As used herein: (i) “Claims” means all losses, liabilities, claims, damages, actions, cause of actions, demands, debts, suits, controversies, obligations, penalties, fines, judgments, awards, settlements, costs, fees and other expenses (including reasonable attorney fees), that arise from or by reason of any matter, occurrence or other event (including under any statute, rule, regulation or legal or equitable theory), whether direct or indirect, known or unknown, foreseen or unforeseen, or liquidated, fixed or contingent. (ii) “Company Entities” means the Company and each subsidiary, direct or indirect, thereof. (iii) “Non-Released Claims” means (x) any Claims against a party arising under the express terms of this Agreement (including, without limitation, by reason of the inaccuracy in or breach of any representation and warranty contained herein), (y) any Claims against the Company under Section 2.09 (Liability and Indemnity) of the Amended Original LLC Agreement by reason of acts or omissions occurring prior to the Effective Time, (z) any Claims in respect of amounts earned but unpaid through the Effective Time pursuant to any written agreement in effect as of the Effective Time between Seller or any Affiliate thereof, on the one hand, and the Company or any subsidiary (direct or indirect) thereof, on the other hand (other than the Amended Original LLC Agreement) (the “Surviving Agreements”) and (aa) in the case of Surviving Agreements (if any) that expressly provide for indemnification rights on behalf of Seller or any Affiliate thereof, any Claims for such indemnification by reason of acts or omissions occurring prior to the date hereof. (iv) “Person” means an individual, a corporation, a partnership, an association, a limited liability company, a trust or other entity or organization. (v) “Released Persons” means Buyer and each Company Entity and their respective Representatives or Seller and its Representatives, as the context may require. (vi) “Releasing Persons” means Buyer and its Representatives or Seller and its Representatives, as the context may require. (vii) “Representatives” of a Person means such Person’s present and former parents, subsidiaries, divisions, Affiliates, successors, assigns and predecessors and their respective present and former owners, members, shareholders, partners, officers, directors, employees, agents, attorneys, representatives, successors, beneficiaries, heirs and assigns. (viii) “Released Claims” mean the Claims released under Section 3.3(b). (b) Release of Claims. (i) Seller agrees that, as of the Effective Time, Seller, on behalf of itself and the other Releasing Persons, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever release and discharge each Released Person from, against SMRH:4867-3272-9957.9 -8- 062123 0003-000003 and with respect to any and all Claims that any Releasing Person ever had or now has, or may hereafter have or acquire, against any Released Person that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Effective Time (other than the Non-Released Claims). Without limitation, the Released Claims include Claims (other than Non-Released Claims) that arise from or by reason of (a) Seller’s ownership of the Membership Interest, (b) Seller’s role as Managing Member, and (c) the operation, business, affairs, management, or financial condition of the Company Entities. Seller further agrees that from and after the Effective Time it shall not, nor shall it permit any other Releasing Person to, institute any litigation, lawsuit, claim or action against the any Released Person with respect to any Released Claims. (ii) Buyer agrees that, as of the Effective Time, Buyer, on behalf of itself and the other Releasing Persons, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, and completely forever release and discharge each Released Person from, against and with respect to any and all Claims that any Releasing Person ever had or now has, or may hereafter have or acquire, against any Released Person that arise out of or in any way relate, directly or indirectly, to any matter, cause or thing, act or failure to act whatsoever occurring at any time on or prior to the Effective Time (other than the Non-Released Claims). Without limitation, the Released Claims include Claims (other than the Non-Released Claims) that arise from or by reason of (a) Buyer’s ownership interests in the Company and (b) the operation, business, affairs, management, or financial condition of the Company Entities. Buyer further agrees that from and after the Effective Time it shall not, nor shall it permit any other Releasing Person to, institute any litigation, lawsuit, claim or action against the any Released Person with respect to any Released Claims. (c) Waiver. Seller and Buyer acknowledge that the laws of many states (including Section 1542 of the California Civil Code) provide substantially the following: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PERSON.” Seller and Buyer acknowledge that such provisions are designed to protect a party from waiving claims which it does not know exist or may exist. Nonetheless, Seller and Buyer agree that, effective as of the Effective Time, Seller, Buyer and the other Releasing Persons, as applicable, shall be deemed to waive any such provision with respect to the Released Claims. 3.4 Third Party Beneficiaries. Seller and Buyer expressly acknowledge and agree that each Released Person is a third party beneficiary of Section 3.2 and 3.3 and shall be entitled to enforce the provisions of each such Section as if it were a Party. 3.5 Intentionally Omitted. 3.6 Books and Records. Upon reasonable advance written notice from Seller to Buyer, Buyer shall arrange for the Company to permit Seller and its Representatives, to examine the books and records of the Company and the Company Entities (at the location such books and records are regularly maintained) during normal business hours to the extent reasonably necessary to confirm

SMRH:4867-3272-9957.9 -9- 062123 0003-000003 the calculation of the Contingent Consideration; provided, however, that the Company may instead transmit such documents to Seller and/or its Representatives electronically. 3.7 Notice of Certain Events. Buyer shall use reasonably diligent efforts to notify Seller at least five (5) days in advance of a sale or refinance of the Property or the sale or other disposition of Buyer’s interest in the Company and shall keep Seller reasonably informed of such sale, refinancing or other disposition. For the avoidance of doubt, in no event shall Seller have any claim to damages on account of Buyer’s failure to so notify Seller or to keep Seller so informed. 3.8 Return of Property. In the event that Seller discovers that Seller or any other Releasing Person is on the Effective Date in possession, or hereafter comes into possession, of any assets or properties belonging to any Company Entity, Seller shall promptly notify Buyer and arrange for the prompt return of such items to or as directed by the Company at Seller’s cost. 3.9 Confidentiality. Seller and Buyer shall keep confidential the terms and existence of this Agreement, the agreements referenced herein and any information received pursuant to this Agreement, in each case except (i) to the extent required by applicable Law, or (ii) for disclosures to its Representatives on a need to know basis. In addition, Buyer may provide a copy of this Agreement to the Company and Invesco. 3.10 Expenses. Each Party shall bear all expenses incurred on behalf of such Party in connection with the preparation, execution and performance of this Agreement and the transactions contemplated hereby, including, without limitation, all fees and expenses of its agents, representatives, counsel and accountants. 3.11 Tax Matters. (a) Notwithstanding anything herein to the contrary, for U.S. federal and applicable state and local income tax purposes, (i) this Agreement shall be treated as part of the Amended Original LLC Agreement (as the same may be further amended) as described in Section 761(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and sections 1.704- 1(b)(2)(ii)(h) and 1.761-1(c) of the income tax regulations (“Regulations”) promulgated thereunder, and (ii) Seller shall (A) be deemed to have sold 100% of its capital interest in the Company and a portion of its profits interest (as set forth in Section 5.01(b) and (c) of the Amended Original LLC Agreement) in the Company in exchange for the Purchase Price; and (B) contemporaneously with Section 3.10(a)(ii)(A) hereof, be deemed to have amended its remaining profits interest to reflect the terms of the Contingent Consideration received hereunder (the “Savanna Carry”). The Savanna Carry is intended to continue to be a “profits interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and IRS Notice 2005-43 for U.S. federal and applicable state and local income tax purposes and, only after the Hurdle has been reached, Seller agrees that Seller shall be allocated income or gain by the Company in an amount corresponding to any Contingent Consideration owed to Seller (as determined in the good faith determination of the Company). The Company hereby acknowledges the amended terms of the Savanna Carry and shall continue to treat the Seller as a member of the Company with respect to the Savanna Carry. The transactions contemplated by this Agreement are intended to be a recapitalization of the Company. The Parties shall file all tax returns and take all positions with any taxing authority consistent with the foregoing unless otherwise required by a “determination” within the meaning SMRH:4867-3272-9957.9 -10- 062123 0003-000003 of Section 1313 of the Code; provided, however, that to the extent that the transactions contemplated by this Agreement result in Seller being deemed to receive a distribution of cash pursuant to Section 752(b) of the Code, Seller shall file all tax returns to reflect such deemed distribution of cash and any resulting gain with respect to the Membership Interest. (b) Seller agrees to cooperate, including without limitation through the provision of information and filing of any tax returns, in connection with any election by the Company under Section 6226 of the Code (or corresponding provisions of state or local Tax Law). (c) The Parties shall cooperate (and cause their respective Affiliates to cooperate) fully, as and to the extent reasonably requested by the other Parties, in connection with the preparation and filing of tax returns of the Company and any tax audit, litigation or other proceeding with respect to taxes and payments in respect thereof. Such cooperation shall include the retention and (upon the other Parties’ request) the provision of records and information which are reasonably relevant to any such tax audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each of the Parties shall furnish the other Parties with copies of all relevant correspondence received from any taxing authority in connection with any tax audit or information request with respect to any taxes for which any other Party may have any tax liability. 3.12 Transfer Tax. Buyer acknowledges and agrees that Buyer shall be responsible for any transfer tax (or similar tax) imposed that is associated with this Agreement or the transfer of the Membership Interest hereunder or any transfer tax (or similar tax) imposed that is associated with the entrance of Invesco to the A&R LLC Agreement, and Buyer shall indemnify, defend and hold Seller harmless from and against the payment of any of the foregoing transfer tax, including any penalties or fees in connection therewith. 3.13 Further Assurances. Each Party shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby. ARTICLE 4 MISCELLANEOUS 4.1 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be delivered or sent, as the case may be, by any of the following methods: (i) personal delivery, (ii) overnight commercial carrier, (iii) certified mail, postage prepaid, return receipt requested, or (iv) email. Any such notice or other communication shall be deemed received and effective upon the date of acceptance or rejection of delivery. Any notice or other communication sent by email must be confirmed within two (2) days by letter mailed or delivered in accordance with the foregoing. Any reference herein to the date of receipt, delivery, or giving, or effective date, as the case may be, of any notice or communication shall refer to the date such communication becomes effective under the terms of this Section 4.1. Any such notice or other communication so delivered shall be addressed to the Party to be served at the address for such Party set forth on the signature page hereto. Such addresses may be changed by giving written notice to the other Parties in the manner set forth in this Section 4.1. Rejection or other refusal to SMRH:4867-3272-9957.9 -11- 062123 0003-000003 accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of notice or other communication sent. 4.2 Construction of Agreement. This Agreement contains the entire understanding between the Parties and supersedes any prior or contemporaneous understanding, correspondence, negotiations or agreements between them, in each case respecting the within subject matter. No alteration, modification or interpretation hereof and no agreement between the Parties shall be binding unless in writing signed by the Parties. The Article and Section headings of this Agreement are used herein for reference purposes only and shall not govern, limit, or be used in construing this Agreement or any provision hereof. Any Schedule or Exhibit attached hereto is incorporated herein by this reference and expressly made a part of this Agreement for all purposes. As used herein, “Business Day” means a day other than any day on which banks are authorized or obligated by law or executive order to close in New York, New York. Time is of the essence of this Agreement. The provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, and all rights, duties, obligations and remedies shall be governed by the Act without regard to principles of conflict of laws. If any arbitration, action or suit is brought by a Party against the other Party that arises out of this Agreement, then the prevailing Member in such arbitration, action or suit shall be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing Member. This Agreement shall inure to the benefit of and shall bind the Parties and their respective personal representatives, successors, and permitted assigns. Any agreement to pay any amount and any assumption of liability herein contained, express or implied, shall be only for the benefit of the Parties and their respective successors and permitted assigns, and such agreements and assumptions shall not inure to the benefit of the obligees of any indebtedness or any other party, whomsoever, deemed to be a third- party beneficiary of this Agreement, except as otherwise expressly provided herein. Seller and Buyer expressly acknowledge and agree that the Company is a third party beneficiary of Section 1.4 and Section 3.11 and shall be entitled to enforce the provisions of each such Section as if it were a Party. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original Agreement, but all of which shall constitute a single Agreement, binding on the Parties. Where the context so requires, the use of the neuter gender shall include the masculine and feminine genders, the masculine gender shall include the feminine and neuter genders, and the singular number shall include the plural and vice versa. The signature of any party hereto to any counterpart hereof delivered by any electronic means shall be deemed a signature to, and may be appended to, any other counterpart. Every provision of this Agreement is intended to be severable. Seller expressly acknowledges and agrees that the Company is a third party beneficiary of each Section of this Agreement that grants rights to the Company and shall be entitled to enforce such provisions of as if it were a Party. Each Party acknowledges that (i) each Party is of equal bargaining strength; and (ii) each Party has actively participated in the drafting, preparation and negotiation of this Agreement and has been represented by its own counsel; accordingly each Party hereby waives the application of any applicable law or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party or Parties drafting such agreement or document. 4.3 Assignment. Neither Party shall, without the prior written consent of the other Party (which consent may be given or withheld in such Party’s sole discretion), directly or indirectly transfer, assign, pledge or encumber any of its right, title or interest in, to or under this Agreement (each, an “Assignment”); provided, however Seller may effectuate an Assignment without SMRH:4867-3272-9957.9 -12- 062123 0003-000003 Buyer’s prior written consent to an affiliate under common control; it being agreed by Seller however that such Assignment shall not relieve Seller of any of its obligations hereunder. [Signature Pages Follow]

SMRH:4867-3272-9957.9 Signature Page to Membership Interest Purchase Agreement 062123 0003-000003 IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement as of the date first above written. “BUYER” PACIFIC OAK SOR 110 WILLIAM JV, LLC (f/ka/ KBS SOR 110 WILLIAM JV, LLC), a Delaware limited liability company By: PACIFIC OAK SOR ACQUISITION XXV, LLC (f/ka/ KBS SOR ACQUISITION XXV, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR PROPERTIES, LLC (f/k/a KBS SOR PROPERTIES, LLC), a Delaware limited liability company, its sole member By: PACIFIC OAK SOR (BVI) HOLDINGS, LTD. (f/k/a KBS SOR (BVI) HOLDINGS, LTD.), a British Virgin Islands company limited by shares, its sole member By: PACIFIC OAK STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP (f/k/a KBS STRATEGIC OPPORTUNITY LIMITED PARTNERSHIP), a Delaware limited partnership, its sole shareholder By: PACIFIC OAK STRATEGIC OPPORTUNITY REIT (f/k/a KBS STRATEGIC OPPORTUNITY REIT, INC.) a Maryland corporation, its sole general partner By: /s/ Michael Bender Michael Bender, Chief Financial Officer Address: Pacific Oak 110 William Street JV, LLC 3200 Park Center Drive, Suite 800 Costa Mesa, CA 92626 Attention: Brian Ragsdale Email: bragsdale@pac-oak.com SMRH:4867-3272-9957.9 Signature Page to Membership Interest Purchase Agreement 062123 0003-000003 “SELLER” SREF 110 WILLIAM JV III, LLC, a Delaware limited liability company By: /s/ Christopher Schlank Name: Christopher Schlank Title: Authorized Signatory Address: c/o Savanna 430 Park Avenue, 12th Floor New York, New York 10022 Attention: Christopher Schlank and Valerie Kitay SMRH:4867-3272-9957.9 Signature Page to Membership Interest Purchase Agreement 062123 0003-000003 SOLELY FOR PURPOSES OF SECTIONS 2.1(D) AND 3.11: PACIFIC OAK SOR SREF III 110 WILLIAM, LLC, a Delaware limited liability company By: /s/ Michael Bender Name: Michael A. Bender Title: Authorized Signatory SMRH:4867-3272-9957.9 -1- 062123 0003-000003 EXHIBIT A FORM OF A&R LLC AGREEMENT [attached]

SMRH:4867-3272-9957.9 -2- 062123 0003-000003 EXHIBIT B FORM OF ASSET AND PROJECT MANAGEMENT AGREEMENT [attached]

Document

Exhibit 31.1

Certification of Chief Executive Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Keith D. Hall, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Pacific Oak Strategic Opportunity REIT, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 11, 2023	By:	/s/ Keith D. Hall
			Keith D. Hall
			Chief Executive Officer and Director
			(principal executive officer)

Document

Exhibit 31.2

Certification of Chief Financial Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael A. Bender, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Pacific Oak Strategic Opportunity REIT, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 11, 2023	By:	/s/ Michael A. Bender
			Michael A. Bender
			Chief Financial Officer
			(principal financial officer)

Document

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Pacific Oak Strategic Opportunity REIT, Inc. (the “Registrant”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Keith D. Hall, Chief Executive Officer and Director of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	August 11, 2023	By:	/s/ Keith D. Hall
			Keith D. Hall
			Chief Executive Officer and Director
			(principal executive officer)

Document

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Pacific Oak Strategic Opportunity REIT, Inc. (the “Registrant”) for the quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Michael A. Bender, the Chief Financial Officer of the Registrant, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge and belief:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date:	August 11, 2023	By:	/s/ Michael A. Bender
			Michael A. Bender
			Chief Financial Officer
			(principal financial officer)