Form 8-K

8-K — Industrial Logistics Properties Trust

Accession: 0001104659-26-057953

Filed: 2026-05-08

Period: 2026-05-08

CIK: 0001717307

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — tm2613865d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2613865d1_ex10-1.htm)

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2613865d1_8k.htm · Sequence: 1

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0001717307

2026-05-08

iso4217:USD

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

May 8, 2026

INDUSTRIAL LOGISTICS PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-38342

82-2809631

(Commission File Number)

(IRS Employer Identification No.)

Two Newton Place

255 Washington Street, Suite 300

Newton, Massachusetts

02458-1634

(Address of Principal Executive Offices)

(Zip Code)

617-219-1460

(Registrant’s Telephone Number, Including

Area Code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to

Section 12(b) of the Act:

Title of each

class

Trading Symbol(s)

Name of each

exchange on which registered

Common Shares of Beneficial Interest

ILPT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

In this Current Report on Form 8-K, the terms “we”,

“us” and “our” refer to Industrial Logistics Properties Trust or certain of its subsidiaries, as the context requires.

Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2026, certain subsidiaries of our consolidated

joint venture, Mountain Industrial REIT LLC, or Mountain JV, entered into a mortgage loan agreement with Wells Fargo Bank, National Association,

Citi Real Estate Funding Inc., Morgan Stanley Bank, N.A., Bank of America, N.A., Bank of Montreal and UBS AG New York Branch, or collectively,

the lenders, pursuant to which Mountain JV obtained, in aggregate, a $1.62 billion loan secured

by 90 of its properties, or the Loan. Also on May 8, 2026, we entered into a guaranty in favor of the lenders, pursuant to which

we guaranteed certain limited recourse obligations of the applicable subsidiaries of Mountain JV with respect to the Loan. The Loan matures

in May 2031 and bears interest at a weighted average fixed rate of 5.71% per annum.

Mountain JV used the net proceeds from the Loan

towards the repayment in full of the $1.4 billion in aggregate principal amount outstanding under its floating rate mortgage loan with

Citi Real Estate Funding Inc., UBS AG New York Branch, Bank of America, N.A., Bank of Montreal and Morgan Stanley Bank, N.A., and $0.2

billion in aggregate principal amount of its amortizing fixed rate mortgage debt, and then terminated the agreement governing the floating

rate mortgage loan in accordance with its terms and without penalty.

The agreement governing the Loan contains customary

covenants and provides for acceleration of payment of all amounts due thereunder upon the occurrence and continuation of certain events

of default.

The lenders and/or certain of their affiliates

under the Loan have engaged in, and may in the future engage in, investment banking, commercial banking, advisory and other commercial

dealings in the ordinary course of business with us. They have received, and may in the future receive, customary fees and commissions

for these engagements.

The descriptions of the agreements governing

the Loan and related guaranty and the terminated floating rate loan included in this Item 1.01 are not complete and are subject to

and qualified in their entirety by reference to the copy of the loan agreement that is filed as Exhibit 10.1 to this Current

Report on Form 8-K, and to the copies of the loan agreement and the amendment thereto that were previously filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 28, 2022 and Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, respectively, which are incorporated in this

Current Report on Form 8-K by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

of a Registrant.

Reference is hereby made to the information in

Item 1.01 of this Current Report on Form 8-K, which is incorporated in these Items 1.02 and 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1

Loan Agreement, dated as of May 8, 2026, among certain subsidiaries of Mountain Industrial REIT LLC, Wells Fargo Bank, National Association, Citi Real Estate Funding Inc., Morgan Stanley Bank, N.A., Bank of America, N.A., Bank of Montreal and UBS AG New York Branch. (Filed herewith.)

104

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

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 hereunto duly authorized.

INDUSTRIAL LOGISTICS PROPERTIES TRUST

By:

/s/ Tiffany R. Sy

Name:

Tiffany R. Sy

Title:

Chief Financial Officer and Treasurer

Dated: May 8, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2613865d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Loan #31-0973097

LOAN AGREEMENT

Dated as of May 8, 2026

Among

THE ENTITIES IDENTIFIED

ON EXHIBIT A ATTACHED HERETO,

collectively, as Borrower

and

WELLS FARGO BANK,

NATIONAL ASSOCIATION, CITI REAL ESTATE FUNDING

INC., MORGAN STANLEY BANK, N.A., BANK OF AMERICA, N.A.,

BANK OF

MONTREAL and UBS AG New York Branch,

collectively, as Lender

Table

of Contents

Page

ARTICLE 1 DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1.

Definitions

Section 1.2.

Principles of Construction

ARTICLE 2 GENERAL TERMS

Section 2.1.

Loan Commitment; Disbursement to Borrower

Section 2.2.

The Loan

Section 2.3.

Disbursement to Borrower

Section 2.4.

The Note and the Other Loan Documents

Section 2.5.

Interest Rate

Section 2.6.

Loan Payments

Section 2.7.

Prepayments

Section 2.8.

Intentionally Omitted

Section 2.9.

Withholding Taxes

Section 2.10.

Release of Properties

Section 2.11.

Defeasance

Section 2.12.

Release on Payment in Full

Section 2.13.

Release of Reserve Funds

Section 2.14.

Assignments of Security Instruments

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1.

Legal Status and Authority

Section 3.2.

Validity of Documents

Section 3.3.

Litigation

Section 3.4.

Agreements

Section 3.5.

Financial Condition

Section 3.6.

Disclosure

Section 3.7.

No Plan Assets; FIRRMA

Section 3.8.

Not a Foreign Person

Section 3.9.

No Material Agreements

Section 3.10.

Business Purposes

Section 3.11.

Borrower’s Principal Place of Business

-i-

Table

of Contents

(continued)

Page

Section 3.12.

Status of Property

Section 3.13.

Financial Information

Section 3.14.

Condemnation

Section 3.15.

Separate Lots

Section 3.16.

Insurance

Section 3.17.

Use of Property

Section 3.18.

Leases and Rent Roll

Section 3.19.

Filing and Recording Taxes

Section 3.20.

Management Agreement

Section 3.21.

Illegal Activity/Forfeiture

Section 3.22.

Taxes

Section 3.23.

Permitted Encumbrances

Section 3.24.

Third Party Representations

Section 3.25.

Non-Consolidation Opinion Assumptions

Section 3.26.

Federal Reserve Regulations

Section 3.27.

Investment Company Act

Section 3.28.

Fraudulent Conveyance

Section 3.29.

Intentionally Omitted

Section 3.30.

Anti-Money Laundering and Economic Sanctions

Section 3.31.

Organizational Chart

Section 3.32.

Bank Holding Company

Section 3.33.

PILOT Leases and PILOT Documents

Section 3.34.

Property Document Representations

Section 3.35.

Ground Lease

Section 3.36.

No Change in Facts or Circumstances; Disclosure

ARTICLE 4 BORROWER COVENANTS

Section 4.1.

Existence

Section 4.2.

Legal Requirements

Section 4.3.

Maintenance and Use of Property

Section 4.4.

Waste

-ii-

Table

of Contents

(continued)

Page

Section 4.5.

Taxes and Other Charges

Section 4.6.

Litigation

Section 4.7.

Access to Property

Section 4.8.

Notice of Default

Section 4.9.

Cooperate in Legal Proceedings

Section 4.10.

Performance by Borrower

Section 4.11.

Material Agreements

Section 4.12.

Books and Records

Section 4.13.

Estoppel Certificates

Section 4.14.

Leases and Rents

Section 4.15.

Management Agreement

Section 4.16.

Payment for Labor and Materials

Section 4.17.

Performance of Other Agreements

Section 4.18.

Debt Cancellation

Section 4.19.

ERISA; FIRRMA

Section 4.20.

No Joint Assessment

Section 4.21.

Alterations

Section 4.22.

Property Document Covenants

Section 4.23.

Ground Lease Covenants

Section 4.24.

PILOT Leases and PILOT Documents

Section 4.25.

Liens; Utility and Other Easements

Section 4.26.

Federal Reserve Regulations

Section 4.27.

Intentionally Omitted

Section 4.28.

Required Repairs

ARTICLE 5 SINGLE PURPOSE ENTITY COVENANTS

Section 5.1.

Single Purpose Entity/Separateness

Section 5.2.

Independent Director

101

Section 5.3.

Change of Name, Identity or Structure

102

Section 5.4.

Business and Operations

103

Section 5.5.

Recycled Entity

103

-iii-

Table

of Contents

(continued)

Page

ARTICLE 6 NO SALE OR ENCUMBRANCE

104

Section 6.1.

Transfer Definitions

104

Section 6.2.

No Sale/Encumbrance

104

Section 6.3.

Permitted Equity Transfers

105

Section 6.4.

Permitted Property Transfer (Assumption)

108

Section 6.5.

Lender’s Rights

109

Section 6.6.

Economic Sanctions, Anti-Money Laundering and Transfers

110

ARTICLE 7 INSURANCE; CASUALTY; CONDEMNATION; RESTORATION

111

Section 7.1.

Insurance

111

Section 7.2.

Casualty

118

Section 7.3.

Condemnation

118

Section 7.4.

Restoration

119

ARTICLE 8 RESERVE FUNDS

125

Section 8.1.

Intentionally Omitted

125

Section 8.2.

Replacement Reserve Funds

125

Section 8.3.

Leasing Reserve Funds

126

Section 8.4.

Operating Expense Funds

127

Section 8.5.

Excess Cash Flow Funds

128

Section 8.6.

Tax and Insurance Funds

129

Section 8.7.

The Accounts Generally

130

Section 8.8.

Letters of Credit

132

Section 8.9.

Ground Lease Reserve Funds

133

Section 8.10.

Unfunded Obligations Reserve Funds

134

ARTICLE 9 CASH MANAGEMENT

135

Section 9.1.

Establishment of Certain Accounts

135

Section 9.2.

Deposits into the Restricted Account; Maintenance of Restricted Account

135

Section 9.3.

Disbursements from the Cash Management Account

137

Section 9.4.

Withdrawals from the Debt Service Account

138

Section 9.5.

Intentionally Omitted

138

-iv-

Table

of Contents

(continued)

Page

Section 9.6.

Payments Received Under this Agreement

138

Section 9.7.

Intentionally Omitted

138

Section 9.8.

Intentionally Omitted

138

Section 9.9.

Low Cash Flow Period Threshold Collateral Account

138

ARTICLE 10 EVENTS OF DEFAULT; REMEDIES

139

Section 10.1.

Event of Default

139

Section 10.2.

Remedies

143

ARTICLE 11 SECONDARY MARKET

146

Section 11.1.

Securitization

146

Section 11.2.

Disclosure

149

Section 11.3.

Reserves/Escrows

152

Section 11.4.

Servicer

152

Section 11.5.

Rating Agency Costs

152

Section 11.6.

New Mezzanine Option

153

Section 11.7.

Registered Form

154

ARTICLE 12 INDEMNIFICATIONS

154

Section 12.1.

General Indemnification

154

Section 12.2.

Mortgage and Intangible Tax Indemnification

155

Section 12.3.

ERISA and FIRRMA Indemnification

155

Section 12.4.

Duty to Defend, Legal Fees and Other Fees and Expenses

155

Section 12.5.

Survival

155

Section 12.6.

Environmental Indemnity

155

ARTICLE 13 EXCULPATION

156

Section 13.1.

Exculpation

156

ARTICLE 14 NOTICES

159

Section 14.1.

Notices

159

ARTICLE 15 FURTHER ASSURANCES

161

Section 15.1.

Replacement Documents

161

Section 15.2.

Recording of Security Instrument, etc.

162

Section 15.3.

Further Acts, etc.

162

-v-

Table

of Contents

(continued)

Page

Section 15.4.

Changes in Tax, Debt, Credit and Documentary Stamp Laws

163

ARTICLE 16 WAIVERS

163

Section 16.1.

Remedies Cumulative; Waivers

163

Section 16.2.

Modification, Waiver in Writing

164

Section 16.3.

Delay Not a Waiver

164

Section 16.4.

Waiver of Trial by Jury

164

Section 16.5.

Waiver of Notice

164

Section 16.6.

Remedies of Borrower

165

Section 16.7.

Marshalling and Other Matters

165

Section 16.8.

Waiver of Statute of Limitations

165

Section 16.9.

Waiver of Counterclaim

165

Section 16.10.

Sole Discretion of Lender

165

ARTICLE 17 MISCELLANEOUS

166

Section 17.1.

Survival

166

Section 17.2.

Governing Law

166

Section 17.3.

Headings

167

Section 17.4.

Severability

167

Section 17.5.

Preferences

168

Section 17.6.

Expenses

168

Section 17.7.

Cost of Enforcement

169

Section 17.8.

Schedules Incorporated

169

Section 17.9.

Offsets, Counterclaims and Defenses

169

Section 17.10.

No Joint Venture or Partnership; No Third Party Beneficiaries

169

Section 17.11.

Publicity

171

Section 17.12.

Limitation of Liability

171

Section 17.13.

Conflict; Construction of Documents; Reliance

171

Section 17.14.

Entire Agreement

171

Section 17.15.

Liability

172

Section 17.16.

Duplicate Originals; Counterparts

172

Section 17.17.

Brokers

172

-vi-

Table

of Contents

(continued)

Page

Section 17.18.

Set-Off

172

Section 17.19.

Contributions and Waivers

173

Section 17.20.

Cross-Default; Cross-Collateralization

176

Section 17.21.

Illinois Compiled Statutes

176

Section 17.22.

Approvals and Consents

176

Section 17.23.

Acknowledgement and Consent to Bail-In of Affected Financial Institutions

179

Section 17.24.

Unintended Payments

180

Section 17.25.

Security of Notes

181

-vii-

SCHEDULES AND EXHIBITS

Schedule I

–

Intentionally Omitted

Schedule II

–

Property

Schedule III

–

Organizational Chart

Schedule IV

–

Ground Leases

Schedule V

–

Allocated Loan Amounts

Schedule VI(a)

–

Required Repairs

Schedule VI(b)

–

Required Repairs (Immediate)

Schedule VII

–

PILOT Leases and PILOT Documents

Schedule VIII

–

Intentionally Omitted

Schedule IX

–

Intentionally Omitted

Schedule X

–

Unfunded Obligations

Schedule XI

–

Ground Lease Exceptions

Schedule XII

–

PILOT Lease and PILOT Document Exceptions

Schedule XIII

–

Leases and Rent Roll Exceptions

Schedule XIV

–

Purchase Options

Schedule XV

–

Representation Exceptions

Exhibit A – Borrower

Exhibit B – Form of Subordination,

Non-Disturbance and Attornment Agreement

Exhibit C – U.S. Tax Compliance

Certificate

-viii-

LOAN

AGREEMENT

THIS

LOAN AGREEMENT, dated as of May 8, 2026 (as amended, restated, replaced, supplemented or otherwise modified from time

to time, this “Agreement”), by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association,

having an address at c/o Wells Fargo Commercial Mortgage Servicing, 401 S. Tryon Street, 8th Floor, Charlotte, North Carolina 28202 (together

with its successors and assigns, “WFB”), CITI REAL ESTATE FUNDING INC., a New York corporation, having an address

at 388-390 Greenwich Street, Trading Floor 6, New York, New York 10013 (together with its successors and/or assigns, “Citi”),

MORGAN STANLEY BANK, N.A., a national banking association, having an address at 1585 Broadway, 25th Floor, New York, New York 10036

(together with its successors and/or assigns, “MS”), BANK OF AMERICA, N.A., a national banking association,

having an address at 620 South Tryon Street, NC1-030-21-01, Charlotte, North Carolina 28255 (together with its successors and/or assigns,

“BofA”), BANK OF MONTREAL, a Canadian chartered bank, having an address at c/o BMO Capital Markets Corp., 151

West 42nd Street, New York, New York 10036 (together with its successors and/or assigns, “BMO”) and UBS

AG New York Branch, having an address at 11 Madison Avenue, New York, New York 10010 (together with its successors and/or assigns,

“UBS”, and together with WFB, Citi, MS, BofA, BMO and each of their respective successors and/or assigns, collectively,

“Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO AS BORROWER, each having its

principal place of business at c/o The RMR Group, Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634

(each an “Individual Borrower” and collectively and/or individually as the context may require, “Borrower”)

with respect to those certain Properties set forth on Schedule II attached hereto.

RECITALS:

Borrower desires to obtain

the Loan (defined below) from Lender.

Lender is willing to make

the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (defined below).

In consideration of the making

of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby

covenant, agree, represent and warrant as follows:

ARTICLE 1

DEFINITIONS;

PRINCIPLES OF CONSTRUCTION

Section 1.1.           Definitions.

For all purposes of this Agreement,

except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“A&R

Florida Mortgages” shall mean those certain Security Instruments executed by the applicable Florida Obligor with respect

to the Individual Properties located at (i) 5000 North Ridge Trail, Davenport, FL, (ii) 14001 Jetport Loop, Fort Myers, FL,

(iii) 1900 Interstate Drive, Lakeland, FL, (iv) 7569 Golf Course Boulevard, Punta Gorda, FL, (v) 3404 Cragmont Drive, Tampa,

FL, (vi) 5101 West Waters Avenue, Tampa, FL and (vii) 8411 Florida Mining Boulevard, Tampa, FL.

“Acceptable LLC”

shall mean a limited liability company formed under Delaware law which (i) has at least one springing member, which, upon the dissolution

of all of the members or the withdrawal or the disassociation of all of the members from such limited liability company, shall immediately

become the sole member of such limited liability company, and (ii) otherwise meets the Rating Agency criteria then applicable to

such entities.

“Account Collateral”

shall mean (i) the Accounts, and all cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held

in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends,

cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any

or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all “proceeds”

(as defined under the UCC as in effect from time to time in the state of New York) of any or all of the foregoing.

“Accounts”

shall mean the Cash Management Account, the Debt Service Account, the Restricted Account, the Tax Account, the Insurance Account, the

Replacement Reserve Account, the Unfunded Obligations Reserve Account, the Leasing Reserve Account, the Ground Lease Reserve Account,

the Excess Cash Flow Account, the Operating Expense Account, the Low Cash Flow Period Threshold Collateral Account and any other account

established by this Agreement or the other Loan Documents.

“AC Laws”

shall have the meaning set forth in Section 3.30 hereof.

“Act” shall

have the meaning set forth in Section 5.1 hereof.

“Additional Defeasance

Interest” shall have the meaning set forth in Section 2.11(a) hereof.

“Additional Interest”

shall have the meaning set forth in Section 2.7(a) hereof.

“Administrative

Agent” means, as applicable, (i) as of the date hereof, WFB, (ii) any successor to WFB in accordance with Section 17.22(d) of

this Agreement, (iii) following the Securitization of the Loan, the trustee under such Securitization or any Servicer selected

by such trustee and (iv) if the Loan is sold by Lender such that the Loan is held by a single

Lender, then automatically, and without any further action by Lender, such single Lender that holds the Loan for so long as such Lender

is the sole holder of the Loan.

“Affected Financial

Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate”

shall mean, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control

with such Person or, with respect to any natural Person, is a member of the Family Group of such Person.

“Affiliated Manager”

shall mean any managing agent of any Individual Property in which Borrower, Guarantor, Sponsor, any SPE Component Entity or any Affiliate

of such entities has, directly or indirectly, any legal, beneficial or economic interest.

“Aggregate

Material Adverse Effect” shall mean any event or condition that has a material adverse effect on (a) the use, operation,

or value of the Properties taken as a whole, (b) the business, profits, operations or financial condition of Borrower (including,

without limitation, Underwritten Net Operating Income) taken as a whole, (c) the enforceability, validity, perfection or priority

of the lien of the Security Instruments or the other Loan Documents, in each case, taken as a whole or (d) the ability of Borrowers,

as a whole, to repay the principal and interest of the Loan as it becomes due or to satisfy any of the Borrowers’, as a whole, other

material obligations under the Loan Documents.

“Allocated Loan Amount”

shall mean the portion of the principal amount of the Loan allocated to any applicable Individual Property as set forth on Schedule

V hereof.

“ALTA”

shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold”

shall mean (a) in the aggregate at any given time, an amount equal to five percent (5%) of the amount of the Loan or (b) with

respect to each Individual Property, an amount equal to the greater of (i) $2,000,000 and (ii) ten percent (10%) of the Allocated

Loan Amount of such Individual Property.

“AML Laws”

shall have the meaning set forth in Section 3.30 hereof.

“Applicable Contribution”

shall have the meaning set forth in Section 17.19 hereof.

“Approval Standards” shall have

the meaning set forth in Section 17.22(e) hereof.

“Approved Accounting

Method” shall mean GAAP, federal tax basis accounting (consistently applied) or such other method of accounting, consistently

applied, as may be reasonably acceptable to Lender.

“Approved Alterations” shall

have the meaning set forth in Section 4.21(a) hereof.

“Approved Annual

Budget” shall have the meaning set forth in Section 4.12(a)(iv) hereof.

“Approved Bank”

means (a) a bank or other financial institution which has the Required Rating, (b) if a Securitization has not occurred, a bank

or other financial institution acceptable to Lender or (c) if a Securitization has occurred, a bank or other financial institution

with respect to which Lender shall have received a Rating Agency Confirmation.

“Approved Extraordinary

Expense” shall mean an Operating Expense of the applicable Individual Property not set forth on the Approved Annual Budget but

approved by Lender in writing (which such approval shall not be unreasonably withheld or delayed).

“Approved ID Provider”

shall mean each of CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart

Management Company and Lord Securities Corporation; provided, that, (A) the foregoing shall be deemed Approved ID Providers

unless and until disapproved by any Rating Agency and (B) additional national providers of Independent Directors may be deemed added

to the foregoing hereunder to the extent approved in writing by Lender and the Rating Agencies.

“Approved Operating

Expense” shall mean an Operating Expense of the applicable Individual Property set forth on the Approved Annual Budget.

“Assignment of Management

Agreement” shall mean that certain Conditional Assignment of Management Agreement dated as of the date hereof among Lender,

Borrower and Manager, as the same may be amended, restated, replaced, extended, renewed, supplemented or otherwise modified from time

to time.

“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.

“Bail-In Action”

shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of

an Affected Financial Institution.

“Bail-In Legislation”

shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament

and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time

to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the

United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom

relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than

through liquidation, administration or other insolvency proceedings).

“Bank”

shall be deemed to refer to the bank or other institution maintaining the Restricted Account pursuant to the Restricted Account Agreement.

“Bankruptcy Code”

shall mean Title 11 of the United States Code entitled “Bankruptcy”, as 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.

“Bankruptcy Event”

shall mean the occurrence of any one or more the of the following: (i) Borrower or any SPE Component Entity shall commence any case,

proceeding or other action (A) under the Bankruptcy Code and/or any Creditors Rights Laws seeking to have an order for relief entered

with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, liquidation or dissolution or (B) seeking

appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its

assets (other than at the request or with the consent of Lender); (ii) Borrower or any SPE Component Entity shall make a general

assignment for the benefit of its creditors (except to Lender in connection with the Loan or at the request or with the consent of Lender);

(iii) any Borrower Party (or Affiliate thereof) files, or joins or colludes in the filing of, (A) an involuntary petition against

Borrower or any SPE Component Entity under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited

or colludes with petitioning creditors for any involuntary petition under the Bankruptcy Code or any other Creditors Rights Laws against

Borrower or any SPE Component Entity or (B) any case, proceeding or other action seeking issuance of a warrant of attachment, execution,

distraint or similar process against all or any substantial part of Borrower’s or any SPE Component Entity’s assets; (iv) Borrower

or any SPE Component Entity files an answer consenting to or otherwise acquiescing in (i.e., failing to object to such filing to the extent

Borrower or such SPE Component Entity has standing and a good faith basis to object) or joining in any involuntary petition filed against

it, by any other Person under the Bankruptcy Code or any other Creditors Rights Laws, or solicits or causes to be solicited or colludes

with petitioning creditors for any involuntary petition from any Person; (v) any Borrower Party (or Affiliate thereof) consents to

or acquiesces in (i.e., failing to object to such filing to the extent such Borrower Party (or Affiliate thereof) has standing and a good

faith basis to object) or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, any

SPE Component Entity or any portion of the Property (other than at the request or with the consent of Lender); (vi) Borrower or any

SPE Component Entity makes an assignment for the benefit of creditors (except to Lender in connection with the Loan or at the request

or with the consent of Lender), or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they

become due if such admission in writing was made in bad faith with the intent of facilitating an involuntary bankruptcy proceeding of

Borrower or any SPE Component Entity; (vii) any Borrower Party (or Affiliate thereof) contesting or opposing any motion made by Lender

to obtain relief from the automatic stay or seeking to reinstate the automatic stay in the event of any proceeding under the Bankruptcy

Code or any other Creditors Rights Laws involving Guarantor or its subsidiaries; (viii) any Borrower Party (or Affiliate thereof)

taking any action in furtherance of, in collusion with respect to or indicating its consent to, approval of, or acquiescence in (i.e.,

failing to object to such filing to the extent such Borrower Party (or Affiliate thereof) has standing and a good faith basis to object)

any of the acts set forth in items (i) through (viii) above; and (ix) in the event Lender receives less than the full value

of its claim in any proceeding under the Bankruptcy Code or any other Creditors Rights Laws, Guarantor or any of its Affiliates receiving

an equity interest or other financial benefit of any kind as a result of a “new value” plan or equity contribution, except,

in each case, pursuant to a plan of reorganization as accepted by the class of claims that includes the claims of the Lenders or as otherwise

consented to by the Lender.

“Benefit Amount”

shall have the meaning set forth in Section 17.19(d) hereof.

“BofA”

shall have the meaning set forth in the introductory paragraph hereto.

“BMO” shall

have the meaning set forth in the introductory paragraph hereto.

“Borrower” shall have the meaning

set forth in the introductory paragraph hereto.

“Borrower Obligation”

shall have the meaning set forth in Section 11.7 hereof.

“Borrower Party”

and “Borrower Parties” shall mean each of Borrower, any SPE Component Entity, Sponsor, any Affiliated Manager and Guarantor.

“Borrower’s

Certification” shall mean that certain Borrower’s Certification, dated as of the Closing Date, by Borrower in favor of

Lender.

“Broker”

shall have the meaning set forth in Section 17.17 hereof.

“Business

Day” shall mean any day on which national banks are open for general business in the State of New York.

“Cash Management

Account” shall have the meaning set forth in Section 9.1(b) hereof.

“Cash Management

Agent” shall mean Servicer or any Replacement Cash Management Agent.

“Cash Management

Agreement” shall mean the Closing Date Cash Management Agreement or any Replacement Cash Management Agreement, as applicable,

in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Cash Management

Provisions” shall mean the representations, covenants and other terms and conditions of this Agreement and the other Loan Documents

(including, without limitation, the Restricted Account Agreement) related to, in each case, cash management and/or other related matters

(including, without limitation, Article 9 hereof).

“Casualty”

shall have the meaning set forth in Section 7.2 hereof.

“Casualty Consultant”

shall have the meaning set forth in Section 7.4(b)(iii) hereof.

“Casualty/Condemnation

Prepayment” shall have the meaning set forth in Section 7.4(e) hereof.

“Cause”

means, with respect to an Independent Director, (i) acts or omissions by such Independent Director that constitute willful disregard

of, or bad faith with respect to, such Independent Director’s duties under the LLC Agreement, (ii) that such Independent Director

has engaged in or has been charged with, or has been convicted of, fraud or other acts constituting a crime under any law applicable to

such Independent Director, (iii) that such Independent Director is unable to perform his or her duties as Independent Director due

to death, disability, incapacity, unavailability or other cause or (iv) that such Independent Director no longer meets the definition

of Independent Director.

“Citi”

shall have the meaning set forth in the introductory paragraph hereto.

“Closing Date”

shall mean the date of this Agreement.

“Closing Date Cash

Management Agreement” shall mean that certain Cash Management Agreement, dated as of the Closing Date, by and between Borrower

and Lender, and acknowledged and agreed to by Affiliated Manager, as the same may be subsequently joined to or assumed by Cash Management

Agent.

“Closing Date Debt

Yield” shall mean 7.55%.

“Component”

shall mean, individually, any one of Component A, Component B, Component C, Component D-1, Component D-2, Component E, Component F or

Component HRR, as described in Section 2.5(g) hereof.

“Components”

shall mean, collectively, Component A, Component B, Component C, Component D-1, Component D-2, Component E, Component F and Component

HRR.

“Condemnation”

shall mean a temporary or permanent taking by any Governmental Authority as the result, 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.

“Constituent Owner”

shall mean, as to any Person, any Person that owns a direct or indirect interest in such Person.

“Contribution”

shall have the meaning set forth in Section 17.19 hereof.

“Control”

shall mean the power to direct the management and policies of an entity, directly or indirectly, whether through the ownership of voting

securities or other beneficial interests, right to appoint a majority of the board, by contract or otherwise. The terms “Controlled”

and “Controlling” shall have correlative meanings.

“Covered Disclosure

Information” shall have the meaning set forth in Section 11.2(b).

“Creditors Rights

Laws” shall mean any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization,

conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to debts or debtors.

“Cross Guaranty”

shall mean that certain Guaranty Agreement, dated as of the date hereof, executed and delivered by the Non-Florida Obligors with respect

to the Florida Note to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified

from time to time.

“Crowdfunded

Person” means a Person capitalized primarily by monetary contributions (A) of less than $35,000 each from more than thirty-five

(35) investors who are individuals and (B) which are funded primarily (I) in reliance upon Regulation Crowdfunding promulgated

by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended and/or (II) through internet-mediated

registries, platforms or similar portals, mail-order subscriptions, benefit events and/or other similar methods.

“Debt”

shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued

and unpaid thereon and all other sums due to Lender in respect of the Loan under the Note, this Agreement or the other Loan Documents

(including, without limitation, all costs and expenses payable to Lender thereunder).

“Debt Service”

shall mean, with respect to any particular period of time, scheduled principal (if applicable) and interest payments hereunder (including,

as and to the extent applicable, interest accruing at the Default Rate).

“Debt Service Account”

shall have the meaning set forth in Section 9.1(b) hereof.

“Debt Service Coverage

Ratio” shall mean, as of any date of determination, a ratio calculated by Lender, in which (a) the numerator is the Underwritten

Net Operating Income, and (b) the denominator is the annual Debt Service. Each determination by Lender of the Debt Service Coverage

Ratio shall be conclusive and binding for all purposes, absent manifest error.

“Debt Yield”

shall mean, as of any date of calculation, a ratio conveyed as a percentage in which: (i) the numerator is the Underwritten Net Operating

Income; and (ii) the denominator is the then outstanding principal balance of the Loan.

“Deemed

Approval Requirements” shall mean, with respect to any matter, that (i) no Event of Default shall have occurred and be

continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii) Borrower

shall have sent Lender a written request for approval with respect to such matter in accordance with the applicable terms and conditions

hereof (which may be via email) (the “Initial Notice”), which such Initial Notice shall have been (A) accompanied

by any and all required information and documentation relating thereto as may be reasonably required in order to approve or disapprove

such matter (the “Approval Information”) and (B) marked in bold lettering with the following language: “LENDER’S

RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE

UNDERSIGNED AND LENDER”; (iii) Lender shall have failed to affirmatively grant or deny the approval requested pursuant to the

Initial Notice within the aforesaid time-frame; (iv) Borrower shall have submitted a second request for approval with respect to

such matter in accordance with the applicable terms and conditions hereof (which may be via email) (the “Second Notice”),

which such Second Notice shall have been (A) accompanied by the Approval Information (to the extent not provided with the Initial

Notice) and (B) marked in bold lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN FIVE (5) BUSINESS

DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER”; and (v) Lender

shall have failed to affirmatively grant or deny the approval requested pursuant to the Second Notice within the aforesaid time-frame.

“Default”

shall mean the occurrence of any event hereunder or under the Note or the other Loan Documents which, but for the giving of notice or

passage of time, or both, would be an Event of Default.

“Default Rate”

shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the Maximum Legal Rate, or (ii) three percent

(3%) above the Interest Rate applicable to each Component.

“Default Release”

shall have the meaning set forth in Section 2.10(c) hereof.

“Default Yield Maintenance

Premium” shall mean an amount equal to the greater of (i) five percent (5%) of the amount of Debt prepaid or (ii) the

Yield Maintenance Premium.

“Defeasance Collateral”

shall mean U.S. Obligations, which provide for interest payments (and on the Open Prepayment Date, interest payments and principal prepayments)

(i) on or prior to, but as close as possible to, all successive Monthly Payment Dates after the Defeasance Date through the monthly

payment date selected by the Borrower that is either the Open Prepayment Date, a monthly payment date following the Open Prepayment Date,

or the Maturity Date (as selected by the Borrower), and (ii) in amounts equal to or greater than the Scheduled Defeasance Payments

relating to such Monthly Payment Dates.

“Defeasance Date”

shall have the meaning set forth in Section 2.11(a) hereof.

“Defeasance Event”

shall have the meaning set forth in Section 2.11(a) hereof.

“Defeasance Security

Agreement” shall have the meaning set forth in Section 2.11(a) hereof.

“Disclosure Documents”

shall mean, collectively and as applicable, any offering circular, prospectus, prospectus supplement, private placement memorandum, term

sheet or other offering document, in each case, in connection with a Securitization.

“Division”

shall have the meaning set forth in Section 5.1(a)(iii) hereof.

“DSCR Trigger Event”

shall have the meaning set forth in the definition of “Trigger Period” hereof.

“EEA Financial Institution”

shall mean (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”

shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”

shall mean 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.

“Eligible Account”

shall mean a separate and identifiable account from all other funds held by the holding institution that is an account or accounts maintained

with a federal or state-chartered depository institution or trust company which (a) complies with the definition of Eligible Institution,

(b) has a combined capital and surplus of at least $50,000,000 and (c) has corporate trust powers and is acting in its fiduciary

capacity. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution”

shall mean (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation which, (i) in

the case of accounts in which funds are held for thirty (30) days or less, the short term unsecured debt obligations or commercial paper

of which are rated at least “A-1” (or its equivalent) from each of the Rating Agencies and, if any of the Securities or any

class thereof in any Securitization is rated by Fitch, at least “F1” from Fitch, (ii) 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 “A” (or

its equivalent) from each of the Rating Agencies and, if any of the Securities or any class thereof in any Securitization is rated by

Fitch, at least “AA-” from Fitch, (iii) if any of the Securities or any class thereof in any Securitization is rated

by Moody’s, in its capacity as Cash Management Agent and/or holder of any Reserve Account, the long-term deposit ratings of which

are rated at least “A2” by Moody’s and (iv) if any of the Securities or any class thereof in any Securitization

is rated by Moody’s, in its capacity as Bank, the long-term unsecured debt obligations of which are rated at least “Baa3”

by Moody’s, or (b) such other depository institution otherwise approved by the Rating Agencies from time-to-time which, to

the extent any of the Securities or any class thereof in any Securitization is rated by Moody’s, shall be evidenced by a Rating

Agency Confirmation.

“Environmental Indemnity”

shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection

with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Environmental Laws”

shall have the meaning set forth in the Environmental Indemnity.

“Equity Collateral”

shall have the meaning set forth in Section 11.6 hereof.

“ERISA”

shall mean the Employee Retirement Income Security Act of 1974, as the same may heretofore have been or shall be amended, restated, replaced

or otherwise modified.

“Erroneous Payment”

shall have the meaning set forth in Section 17.24 hereof.

“EU Bail-In Legislation

Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person),

as in effect from time to time.

“Event of Default”

shall have the meaning set forth in Section 10.1 hereof.

“Excess Cash Flow”

shall have the meaning set forth in Section 9.3 hereof.

“Excess Cash Flow

Account” shall have the meaning set forth in Section 8.5(a) hereof.

“Excess Cash Flow

Funds” shall have the meaning set forth in Section 8.5(a) hereof.

“Exchange Act”

shall mean the Securities and Exchange Act of 1934, as amended.

“Exchange Act Filing”

shall have the meaning set forth in Section 11.1(c) hereof.

“Excluded Taxes”

shall mean any of the following taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender:

(i) any withholding taxes imposed under FATCA, (ii) any U.S. federal withholding tax imposed on amounts payable to or for the

account of Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (1) Lender acquires

such interest in the Loan, or (2) Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.9,

amounts with respect to such taxes were payable either to Lender’s assignor immediately before Lender became a party hereto or to

Lender immediately before it changed its lending office, (iii) income, branch profits, and franchise taxes , in each case, (A) imposed

as a result of such Lender being organized under the laws of, or having its principal use or its applicable lending office located in,

the jurisdiction imposing such tax (or any political subdivision thereof) (B) that are Other Connection Taxes, and (iv) taxes

attributable to such recipient’s failure to comply with Section 2.9(c).

“Exculpated Parties”

shall have the meaning set forth in Section 13.1(a) hereof.

“Extraordinary Expense”

shall have the meaning set forth in Section 4.12(a)(iv) hereof.

“Fair American”

shall have the meaning set forth in Section 7.1 hereof.

“Family Group”

shall mean, as to any natural Person, the spouse, children and grandchildren (in each case, by birth or adoption) and other lineal descendants,

in each case, of such natural Person and, in each case, family trusts and/or conservatorships for the benefit of any of the foregoing

Persons.

“FATCA”

shall mean Sections 1471 through 1474 of the IRS Code (as may be amended or replaced from time to time), and any requests, rules, regulations,

guidelines, interpretations or directions promulgated by any Governmental Authority in connection therewith, including intergovernmental

agreements entered into thereunder.

“Federal Funds Rate”

shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal to the weighted average of

the rates on overnight Federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve

Bank of New York on the next succeeding Business Day or, if such rate is not so published for any Business Day, the Federal Funds Rate

for such day shall be the average rate (rounded upwards, if necessary, to the next 1/100 of 1%) charged to Wells Fargo Bank, National

Association on the applicable day, as determined by Lender.

“Fee Acquisition”

shall have the meaning set forth in Section 4.23(b) hereof.

“FIRRMA”

shall mean, collectively, (i) the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), all laws and regulations related

thereto and all mandates, requirements, powers and similar requirements imposed or exercised thereunder (including, without limitation,

the Foreign Investment Risk Review Modernization Act and any of the foregoing implemented by and/or otherwise relating to the

Committee on Foreign Investment in the United States) and (ii) as the foregoing may be amended from time to time, any successor

statute or statutes and all rules and regulations from time to time promulgated in connection with the foregoing.

“FIRRMA Documents”

means any notice, correspondence, document, agreement, declaration, or other communication relating to or arising in connection with FIRRMA;

provided, however, that if the communication is oral, “FIRRMA Document” shall mean a written summary thereof

prepared by Borrower.

“FIRRMA Prohibited

Filing Event” shall mean an event which shall be deemed to have occurred if (i) any mandatory filing or declaration relating

to FIRRMA is required and/or (ii) any Governmental Authority requires (or recommends to the President of the United States) forfeiture,

divestiture or abandonment of all or any portion of the Property and/or imposes any material mitigation measures on Borrower, the Constituent

Owners of Borrower and/or the Property, in each case, related to FIRRMA.

“FIRRMA Prohibited

Transfer” shall mean any Sale or Pledge of the Property or any part thereof or any legal or beneficial interest therein (including,

without limitation, the Loan and/or Loan Documents) or any Sale or Pledge of an interest in any Restricted Party, in each case, which

(i) triggers a mandatory filing or declaration requirement with respect to FIRRMA, (ii) makes advisable a voluntary filing or

declaration with respect to FIRRMA or (iii) increases the likelihood of (A) forfeiture, divestiture or abandonment of all or

any portion of the Property relating to FIRRMA or (B) any mitigation measures being imposed by any Governmental Authority on Borrower,

the Constituent Owners of Borrower and/or the Property, in each case, related to FIRRMA.

“First Monthly Payment

Date” shall mean June 11, 2026.

“Fitch”

shall mean Fitch, Inc.

“Flood Insurance

Acts” shall have the meaning set forth in Section 7.1 hereof.

“Florida Notes”

shall mean, collectively, Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5, Note A-1-6, Note A-3-1-1, A-3-1-2, Note A-3-2-1,

Note A-3-2-2, Note A-3-2-3, Note A-3-3, Note A-3-4, Note A-3-5, Note A-3-6, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note B-1-5,

Note B-1-6.

“Florida Obligors”

shall mean Mountain Fort Myers LLC, Mountain Orlando LLC and Mountain Industrial Properties LLC, each a Delaware limited liability company.

“Foreign Taxes”

shall have the meaning set forth in Section 2.9(a) hereof.

“Foreign Lender”

shall mean a Lender that is not a U.S. Person.

“Funding Borrower”

shall have the meaning set forth in Section 17.19(c) hereof.

“GAAP”

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

“Governmental Authority”

shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (federal,

state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Gross Revenue”

shall have the meaning set forth in the definition of Underwritten Net Operating Income herein.

“Ground Lease”

shall mean each of the ground leases and each of the Ground Lease Estoppels described on Schedule IV hereto.

“Ground Lease Estoppel”

shall mean those certain estoppels executed in favor of Lender in connection with the Loan described on Schedule IV hereto.

“Ground Leased Property”

shall mean those certain Individual Properties demised by each of the Ground Leases.

“Ground Lease Reserve

Account” shall have the meaning set forth in Section 8.9(a) hereof.

“Ground Lease Reserve

Fund” shall have the meaning set forth in Section 8.9(a) hereof.

“Ground Lessor”

shall mean each lessor under a Ground Lease, as described on Schedule IV hereto.

“Guarantor”

shall mean Industrial Logistics Properties Trust, a Maryland real estate investment trust, and any Replacement Guarantor pursuant to and

in accordance with the applicable terms and conditions of the Loan Documents.

“Guaranty”

shall mean that certain Limited Recourse Guaranty executed by Guarantor and dated as of the date hereof.

“Improvements”

shall mean, individually and/or collectively, as the context requires, the “Improvements” as defined in each applicable Security

Instrument.

“Indebtedness”

shall mean, for any Person (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 by contract and/or as a guaranteed payment (including,

without limitation, any such amounts required to be paid to partners and/or as a preferred or special dividend, including any mandatory

redemption of shares or interests) excluding, in the case of this subsection (iii), amounts due under routine contracts relating to the

operation or leasing of the Property (including, without limitation, tenant improvement allowances) in accordance with the Loan Documents,

(iv) all indebtedness incurred and/or guaranteed by such Person, directly or indirectly (including, without limitation, contractual

obligations of such Person), (v) all obligations under leases that constitute capital leases for which such Person is liable, (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 and (vii) any property-assessed clean energy loans or similar indebtedness, including, without limitation,

if such loans or indebtedness are made or otherwise provided by any Governmental Authority and/or secured or repaid (directly or indirectly)

by any taxes or similar assessments.

“Indemnified

Parties” shall mean (a) Lender, (b) any successor owner or holder of the Loan or participations in the Loan, (c) any

Servicer or prior Servicer of the Loan, (d) any Investor or any prior Investor in any Securities, (e) any trustees, custodians

or other fiduciaries who hold or who have held a full or partial interest in the Loan for the benefit of any Investor or other third party,

(f) any receiver or other fiduciary appointed in a foreclosure or other Creditors Rights Laws proceeding, (g) any officers,

directors, shareholders, partners, members, employees, agents, servants, representatives, contractors, subcontractors, Affiliates or subsidiaries

of any and all of the foregoing, and (h) the heirs, legal representatives, successors and permitted assigns of any and all of the

foregoing (including, without limitation, any successors by merger, Division, consolidation or acquisition of all or a substantial portion

of the Indemnified Parties’ assets and business), in all cases whether during the term of the Loan or as part of or following a

foreclosure of the Loan, provided, however, in no event shall the foregoing be deemed to include any Person (other

than Lender or any Affiliate of Lender) that acquires the Property or any portion thereof (i) at a foreclosure sale or pursuant to

a deed in lieu thereof or any similar transaction under applicable Legal Requirements or (ii) following an event described in foregoing

clause (i), from Lender or an Affiliate of Lender.

“Indemnified Taxes”

means Foreign Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the

Borrower under any Loan Document.

“Independent Director”

shall have the meaning set forth in Section 5.2 hereof.

“Individual Borrower”

shall have the meaning set forth in the introductory paragraph hereto, together with each such Person’s successors and permitted

assigns.

“Individual Material

Adverse Effect” shall mean in respect of an Individual Property, any event or condition that has a material adverse effect on

(a) the use, operation, or value of the Individual Property, (b) the business, profits, operations or financial condition of

the applicable Borrower, (c) the enforceability, validity, perfection or priority of the lien of the applicable Security Instrument

or the other Loan Documents, or (d) the ability of the applicable Individual Borrower to satisfy any of the material obligations

under the Loan Documents applicable to such Individual Borrower.

“Individual Property”

shall mean each parcel of real property listed on Schedule II, the Improvements thereon and all personal property owned by an Individual

Borrower (or leased pursuant to a PILOT Lease or a PILOT Document or pursuant to a Ground Lease) and encumbered by the applicable Security

Instrument, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clauses

of the applicable Security Instrument and referred to therein as the “Property.”

“Insurance Account”

shall have the meaning set forth in Section 8.6 hereof.

“Insurance Payment

Date” shall mean, with respect to any applicable Policies, the date occurring thirty (30) days prior to the date the applicable

Insurance Premiums associated therewith are due and payable.

“Insurance Premiums”

shall have the meaning set forth in Section 7.1(b) hereof.

“Interest Accrual

Period” shall mean, with respect to each Component, the period beginning on (and including) the eleventh (11th) day

of each calendar month during the term of the Loan and ending on (and including) the tenth (10th) day of the next succeeding

calendar month. No Interest Accrual Period shall be shortened by reason of any payment of the Loan prior to the expiration of such Interest

Accrual Period.

“Interest Rate”

shall mean, on any date of determination, with respect to (A) the Components, (i) Component A, 4.99373% per annum, (ii) Component

B, 5.28605% per annum, (iii) Component C, 5.57805% per annum, (iv) Component D-1, 5.86972% per annum, (v) Component D-2,

5.86972% per annum, (vi) Component E, 6.35514% per annum, (vii) Component F, 7.51656% per annum and (vii) Component HRR,

9.44116% per annum and (B) the Notes, (i) with respect to each of Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5,

Note A-1-6, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5 and Note A-2-6, the weighted average Interest Rate of Component

A, Component B, Component C and Component D-1, weighted on the basis of the respective Component balances (as set forth in the chart below),

(ii) with respect to each of Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-3, Note A-3-4, Note A-3-5,

Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6, the

weighted average Interest Rate of Component A, Component B, Component C and Component D-1, weighted on the basis of the respective Component

balances (as set forth in the chart below) and (iii) with respect to each Note comprising Note B, the weighted average Interest Rate

of Component D-2, Component E, Component F and Component HRR. As of the Closing Date, the weighted average Interest Rate is 5.707243788%.

Balance of Note A-1-1,

Note A-1-2, Note A-1-3,

Note A-1-4, Note A-1-5,

Note A-1-6, Note A-2-1,

Note A-2-2, Note A-2-3,

Note A-2-4, Note A-2-5

and Note A-2-6

Allocable to Such

Component

Balance of Note A-3-1-1,

Note A-3-1-2, Note A-3-2-

1, Note A-3-2-2, Note A-3-

2-3, Note A-3-3, Note A-3-

4, Note A-3-5, Note A-3-6,

Note A-4-1-1, Note A-4-1-

2, Note A-4-2-1, Note A-4-

2-2, Note A-4-2-3, Note A-

4-3, Note A-4-4, Note A-4-

5 and Note A-4-6

Allocable to Such

Component

Component A

$ 663,900,000

$ 269,342,769.56

Component B

$ 71,800,000

$ 29,129,102.06

Component C

$ 67,000,000

$ 27,181,752.61

Component D-1

$ 29,200,000

$ 11,846,375.77

“Interest Shortfall”

shall mean, with respect to any repayment or prepayment of the Loan (including a repayment on the Maturity Date), the interest which would

have accrued on the Loan (absent such repayment or prepayment) from and including the date on which such repayment or prepayment occurs

through and including the last day of the Interest Accrual Period during which such repayment or prepayment occurs.

“Investor”

shall mean any investor or potential investor in the Loan (or any portion thereof or interest therein) in connection with any Secondary

Market Transaction.

“IRS Code”

shall mean the Internal Revenue Code of 1986, as amended from time to time or any successor statute.

“KYC Transfer”

shall mean a transfer of equity interest(s) in Borrower which results in a change of Control of Borrower (or any controlling entity

of Borrower) or the transferee owning an aggregate direct or indirect equity interest in Borrower (or any controlling entity of Borrower)

of (a) prior to a Securitization of the entire Loan, 10% or more or (b) after a Securitization of the entire Loan, 20% or more,

and in each case, such transferee did not own an aggregate 10% or 20%, as applicable, direct or indirect equity interest in Borrower or

did not control Borrower (or any controlling entity of Borrower) prior to such transfer. The transferee under a KYC Transfer is a “KYC

Transferee.”

“KYC Transferee”

shall have the meaning set forth in the definition of “KYC Transfer.”

“Land”

shall mean, individually and/or collectively (as the context requires), the “Land” as defined in each applicable Security

Instrument.

“Lease”

shall have the meaning set forth in the Security Instrument; provided that in no event shall any Ground Lease, PILOT Document or

PILOT Lease constitute a Lease.

“Leasing Reserve

Account” shall have the meaning set forth in Section 8.3(a) hereof.

“Leasing Reserve

Funds” shall have the meaning set forth in Section 8.3(a) hereof.

“Leasing Reserve

Monthly Deposit” shall have the meaning set forth in Section 8.3(a) hereof.

“Legal Requirements”

shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments,

decrees and injunctions of Governmental Authorities applicable to Borrower or the Property or any part thereof, or the construction, use,

alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the

Americans with Disabilities Act of 1990, and all Permits, 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 applicable to

Borrower or 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 an irrevocable, auto-renewing (if applicable), unconditional, transferable, clean sight draft standby letter of credit having

an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being

secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior

to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement

obligation is not secured by the Property or any other property pledged to secure the Note, in favor of Lender and entitling Lender to

draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized

signatory of Lender. A Letter of Credit must be issued by an Approved Bank.

“Liabilities”

shall have the meaning set forth in Section 11.2 hereof.

“Loan”

shall mean the loan made by Lender to Borrower pursuant to this Agreement.

“Loan Bifurcation”

shall have the meaning set forth in Section 11.1(b) hereof.

“Loan Documents”

shall mean, collectively, this Agreement, the Note, the Security Instrument, the Environmental Indemnity, the Cash Management Agreement,

the Assignment of Management Agreement, the Restricted Account Agreement, the Guaranty, the Cross Guaranty, the Borrower’s Certification

and all other documents executed and/or delivered in connection with the Loan, as each of the same may be amended, restated, replaced,

extended, renewed, supplemented or otherwise modified from time to time.

“Losses”

shall mean any and all losses, damages, costs, fees, expenses, claims, suits, judgments, awards, liabilities (including but not limited

to strict liabilities), obligations, debts, diminutions in value, fines, penalties, charges, amounts paid in settlement, foreseeable and

unforeseeable consequential damages, litigation costs and attorneys’ fees, in the case of each of the foregoing, of whatever kind

or nature and whether or not incurred in connection with any judicial or administrative proceedings, actions, claims, suits, judgments

or awards.

“Low Cash Flow Period

Threshold Collateral” shall have the meaning set forth in Section 9.9(a) hereof.

“Low Cash Flow Period

Threshold Collateral Account” shall have the meaning set forth in Section 9.9(b) hereof.

“Low Cash Flow Period

Threshold Letter of Credit” shall have the meaning set forth in Section 9.9(a) hereof.

“Low Debt Yield

Release Amount” shall have the meaning set forth in Section 2.10 hereof.

“Major Lease”

shall mean, with respect to any Individual Property, any Lease which (i) demises an aggregate square footage of three hundred thousand

(300,000) square feet or more at the applicable Individual Property or (ii) is entered into by a Tenant that is a Tenant under another

Lease at such Individual Property or that is an affiliate of any other Tenant under a Lease at such Individual Property if, pursuant to

such Leases, such Tenant (or such Tenant and its affiliate(s)) leases an aggregate square footage of three hundred thousand (300,000)

square feet or more at the applicable Individual Property or (iii) any Lease which is with an Affiliate of Borrower or of a Guarantor,

as Tenant or (iv) obligates Borrower, as landlord thereunder, to make any tenant allowances in excess of, or to perform any work

or alterations the cost of which is reasonably anticipated to exceed, the Alteration Threshold with respect to the applicable Individual

Property (provided that such Lease shall be deemed not to be a Major Lease to the extent Borrower deposits the amount by which

such tenant allowances or costs exceed the Alteration Threshold into the Unfunded Obligations Reserve Account to be disbursed in accordance

with Section 8.10 hereof). Notwithstanding the foregoing, in no event shall any Ground Lease, PILOT Document or PILOT Lease

constitute a Major Lease.

“Majority Equity Transfer” shall

have the meaning set forth in Section 6.4 hereof.

“Management Agreement”

shall mean the management agreement entered into by and between Borrower and Manager, pursuant to which Manager is to provide management

and other services with respect to each Individual Property, as the same may be amended, restated, replaced, extended, renewed, supplemented

or otherwise modified from time to time.

“Manager”

shall mean The RMR Group LLC, a Maryland limited liability company, or such other entity selected as the manager of any applicable Individual

Property in accordance with the terms of this Agreement or the other Loan Documents.

“Mandatory Prepayment

Amount” shall have the meaning set forth in Section 2.7(b)(i) hereof.

“Material Action”

shall mean with respect to any Person, any action to consolidate, divide or otherwise engage in or permit any Division, or to institute

proceedings to have such Person be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings

against such Person or file a petition seeking, or consent to, reorganization or relief with respect to such Person under any applicable

federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator

(or other similar official) of such Person or a substantial part of its property (except in connection with Lender’s election to

seek the appointment of a receiver, liquidator or any similar official or with the prior written consent of Lender), or make any assignment

for the benefit of creditors of such Person (except to Lender in connection with the Loan or at the request or with the consent of Lender),

or admit in writing such Person’s inability to pay its debts generally as they become due, or take action in furtherance of any

such action, or, to the fullest extent permitted by law, dissolve or liquidate such Person.

“Material

Agreements” shall mean any contract or other arrangement, whether written or oral, to which Borrower is a party or is

bound (including recorded encumbrances upon the Property), as to which (a) the counterparty is an Affiliate of Borrower, or (b) there

is an obligation of Borrower to pay more than $500,000 per annum (unless cancelable on thirty (30) days’ or less notice without

requiring the payment of termination fees or payments of any kind (for the avoidance of doubt, payments owed to a counterparty for performance

through the date of termination are not “termination fees or payments of any kind”)); provided that Leases, the Loan

Documents, the Ground Lease, the PILOT Leases and PILOT Documents, the REAs, contracts entered into in connection with Approved Alterations,

contracts with one-time payments entered into in connection with Replacements, Unfunded Obligations and other tenant improvements and

leasing commissions, contracts entered into with respect to Required Repairs, loan documents entered into in connection with a New

Mezzanine Loan, and insurance policies required by this Agreement shall not be Material Agreements (provided, that such exclusion

shall not be deemed to be a waiver of any of Lender’s rights with respect to any such documents that are otherwise set forth in

the Loan Documents).

“Maturity Date”

shall mean the Stated Maturity Date, or such other date on which the final payment of the principal amount of the Loan becomes due and

payable as herein provided, whether at the Stated Maturity Date, 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”

is defined in Section 5.1 hereof.

“Minimum Disbursement

Amount” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000).

“Minimum Experience”

shall mean that such Person (a) has at least ten (10) years’ experience in the ownership or management of properties with

similar size, scope, class, use and value as the Properties and (b) has, for at least ten (10) years prior to its acquisition

of an interest in the Properties, directly or indirectly, owned, operated or managed at least twenty (20) properties similar in size,

scope, class, use and value as the Properties which comprise in the aggregate at least 5,000,000 leasable square feet.

“Monthly Debt Service

Payment Amount” shall mean for the First Monthly Payment Date and for each Monthly Payment Date occurring thereafter, a payment

equal to the amount of interest which has accrued and will accrue on each Component, in each case, during the Interest Accrual Period

ending immediately prior to such Monthly Payment Date computed at the Interest Rate.

“Monthly Insurance

Deposit” shall have the meaning set forth in Section 8.6 hereof.

“Monthly Payment

Date” shall mean the First Monthly Payment Date and the eleventh (11th) day of every calendar month occurring thereafter

during the term of the Loan.

“Monthly Tax Deposit”

shall have the meaning set forth in Section 8.6 hereof.

“Moody’s”

shall mean Moody’s Investors Service, Inc.

“MS” shall

have the meaning set forth in the introductory paragraph hereto.

“Net Proceeds”

shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to any Individual Property, after deduction

of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance

proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable

attorneys’ fees), if any, in collecting such Award.

“Net Proceeds Deficiency”

shall have the meaning set forth in Section 7.4(b) hereof.

“Net Proceeds Prepayment”

shall have the meaning set forth in Section 7.4(d) hereof.

“Net Sales Proceeds”

shall mean one hundred percent (100%) of the gross proceeds from the sale of an Individual Property to be received by or on behalf of

the applicable Individual Borrower in respect of such sale, less and except: any reasonable and customary brokerage fees and sales commissions

payable to third parties, transfer, stamp and/or intangible taxes, reasonable, customary and market closing costs and any other reasonable

and customary third party costs and expenses actually incurred by such Borrower in connection with such sale, as evidenced by a settlement

statement or customary invoice (to be provided upon written request by Lender).

“Net Worth”

shall mean, as of any date of determination, an amount equal to the aggregate of:

(a)            the

total assets of the applicable entity (exclusive of the Properties) whose Net Worth is being calculated (including Uncalled Capital Commitments

(less the outstanding principal balance of any subscription line or other credit line that is secured directly or indirectly by all or

a portion of such Uncalled Capital Commitments) and otherwise determined in accordance with GAAP (or such other method of accounting reasonably

acceptable to Lender), minus

(b)            the

total liabilities of such entity (including under any of the Guaranties but excluding the Debt related to the Properties) determined in

accordance with GAAP (or such other method of accounting reasonably acceptable to Lender).

Notwithstanding the above, such calculation shall

be made without taking into account accumulated depreciation and amortization expense related to the investments in real estate line items

that would otherwise be included in a financial statement determined in accordance with the Approved Accounting Method. As used in this

definition of “Net Worth,” “Uncalled Capital Commitments” shall mean the amount of any available uncalled capital

commitments of the applicable entity that are payable in cash, are required to be contributed to such entity and that are callable on

a current basis from any direct or indirect investor (whether foreign or domestic) that (i) is not subject to a proceeding under

the Bankruptcy Code and (ii) is not in default under a material provision of their respective subscription agreements, limited partnership

agreement of such entity or any other agreement related to the making of such capital contributions.

“New Manager”

shall mean any Person replacing or becoming the assignee of the then current Manager, in each case, in accordance with the applicable

terms and conditions hereof.

“New Mezzanine Borrower”

shall have the meaning set forth in Section 11.6 hereof.

“New Mezzanine Option”

shall have the meaning set forth in Section 11.6 hereof.

“New Non-Consolidation

Opinion” shall mean a substantive non-consolidation opinion provided by Troutman Pepper Locke LLP or another outside counsel

reasonably acceptable to Lender and the Rating Agencies and otherwise in substantially the same form and substance as the Non-Consolidation

Opinion or otherwise in form and substance reasonably acceptable to Lender and the Rating Agencies.

“Non-Conforming Policy”

shall have the meaning set forth in Section 7.1 hereof.

“Non-Consolidation

Opinion” shall mean that certain substantive non-consolidation opinion delivered to Lender by Troutman Pepper Locke LLP in connection

with the closing of the Loan.

“Non-Florida Mortgages”

shall have the meaning set forth in Section 17.25(a) hereof.

“Non-Florida Notes”

shall mean, collectively, Note A-2-1, Note A-2-2, Note A-2-3, Note A-2-4, Note A-2-5, Note A-2-6, Note A-4-1, Note A-4-2, Note A-4-3,

Note A-4-4, Note A-4-5, Note A-4-6, Note B-2-1, Note B-2-2, Note B-2-3, Note B-2-4, Note B-2-5 and Note B-2-6.

“Non-Florida Obligors”

shall have the meaning set forth in Section 17.25(a) hereof.

“Note”

shall mean, collectively, Note A and Note B.

“Note A”

shall mean, collectively, Note A-1-1, Note A-1-2, Note A-1-3, Note A-1-4, Note A-1-5, Note A-1-6, Note A-2-1, Note A-2-2, Note A-2-3,

Note A-2-4, Note A-2-5, Note A-2-6, Note A-3-1-1, Note A-3-1-2, Note A-3-2-1, Note A-3-2-2, Note A-3-2-3, Note A-3-3, Note A-3-4, Note

A-3-5, Note A-3-6, Note A-4-1-1, Note A-4-1-2, Note A-4-2-1, Note A-4-2-2, Note A-4-2-3, Note A-4-3, Note A-4-4, Note A-4-5 and Note A-4-6.

“Note A-1-1”

shall mean that certain Replacement, Amended and Restated Promissory Note A-1-1 of even date herewith in the principal amount of $21,477,165.79,

made by Florida Obligors in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-1-2”

shall mean that certain Replacement, Amended and Restated Promissory Note A-1-2 of even date herewith in the principal amount of $5,369,291.45,

made by Florida Obligors in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-1-3”

shall mean that certain Replacement, Amended and Restated Promissory Note A-1-3 of even date herewith in the principal amount of $5,369,291.45,

made by Florida Obligors in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-1-4”

shall mean that certain Replacement, Amended and Restated Promissory Note A-1-4 of even date herewith in the principal amount of $10,738,582.90,

made by Florida Obligors in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-1-5”

shall mean that certain Replacement, Amended and Restated Promissory Note A-1-5 of even date herewith in the principal amount of $5,369,291.45,

made by Florida Obligors in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-1-6”

shall mean that certain Replacement, Amended and Restated Promissory Note A-1-6 of even date herewith in the principal amount of $5,369,291.45,

made by Florida Obligors in favor of UBS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-2-1”

shall mean that certain Replacement, Amended and Restated Promissory Note A-2-1 of even date herewith in the principal amount of $311,282,834.21,

made by Borrower in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-2-2”

shall mean that certain Replacement, Amended and Restated Promissory Note A-2-2 of even date herewith in the principal amount of $77,820,708.55,

made by Borrower in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-2-3”

shall mean that certain Replacement, Amended and Restated Promissory Note A-2-3 of even date herewith in the principal amount of $77,820,708.55,

made by Borrower in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-2-4”

shall mean that certain Replacement, Amended and Restated Promissory Note A-2-4 of even date herewith in the principal amount of $155,641,417.10,

made by Borrower in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-2-5”

shall mean that certain Replacement, Amended and Restated Promissory Note A-2-5 of even date herewith in the principal amount of $77,820,708.55,

made by Borrower in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-2-6”

shall mean that certain Replacement, Amended and Restated Promissory Note A-2-6 of even date herewith in the principal amount of $77,820,708.55,

made by Borrower in favor of UBS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-3-1-1”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-1-1 of even date herewith in the principal amount of $7,099,676.15,

made by Florida Obligors in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-1-2”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-1-2 of even date herewith in the principal amount of $1,613,562.76,

made by Florida Obligors in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-2-1”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-2-1 of even date herewith in the principal amount of $935,866.40,

made by Florida Obligors in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-2-2”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-2-2 of even date herewith in the principal amount of $935,866.40,

made by Florida Obligors in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-2-3”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-2-3 of even date herewith in the principal amount of $306,576.92,

made by Florida Obligors in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-3”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-3 of even date herewith in the principal amount of $2,178,309.73,

made by Florida Obligors in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-4”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-4 of even date herewith in the principal amount of $4,356,619.46,

made by Florida Obligors in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-5”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-5 of even date herewith in the principal amount of $2,178,309.73,

made by Florida Obligors in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-3-6”

shall mean that certain Replacement, Amended and Restated Promissory Note A-3-6 of even date herewith in the principal amount of $2,178,309.73,

made by Florida Obligors in favor of UBS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note A-4-1-1”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-1-1 of even date herewith in the principal amount of $102,900,323.85,

made by Borrower in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-1-2”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-1-2 of even date herewith in the principal amount of $23,386,437.24,

made by Borrower in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-2-1”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-2-1 of even date herewith in the principal amount of $13,564,133.60,

made by Borrower in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-2-2”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-2-2 of even date herewith in the principal amount of $13,564,133.60,

made by Borrower in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-2-3”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-2-3 of even date herewith in the principal amount of $4,443,423.08,

made by Borrower in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-3”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-3 of even date herewith in the principal amount of $31,571,690.27,

made by Borrower in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-4”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-4 of even date herewith in the principal amount of $63,143,380.54,

made by Borrower in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-5”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-5 of even date herewith in the principal amount of $31,571,690.27,

made by Borrower in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note A-4-6”

shall mean that certain Replacement, Amended and Restated Promissory Note A-4-6 of even date herewith in the principal amount of $31,571,690.27,

made by Borrower in favor of UBS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note B”

shall mean, collectively, Note B-1-1, Note B-1-2, Note B-1-3, Note B-1-4, Note B-1-5, Note B-1-6, Note B-2-1, Note B-2-2, Note B-2-3,

Note B-2-4, Note B-2-5 and Note B-2-6.

“Note B-1-1”

shall mean that certain Replacement, Amended and Restated Promissory Note B-1-1 of even date herewith in the principal amount of $11,633,142.09,

made by Florida Obligors in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note B-1-2”

shall mean that certain Replacement, Amended and Restated Promissory Note B-1-2 of even date herewith in the principal amount of $2,908,285.52,

made by Florida Obligors in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note B-1-3”

shall mean that certain Replacement, Amended and Restated Promissory Note B-1-3 of even date herewith in the principal amount of $2,908,285.52,

made by Florida Obligors in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note B-1-4”

shall mean that certain Replacement, Amended and Restated Promissory Note B-1-4 of even date herewith in the principal amount of $5,816,571.05,

made by Florida Obligors in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note B-1-5”

shall mean that certain Replacement, Amended and Restated Promissory Note B-1-5 of even date herewith in the principal amount of $2,908,285.52,

made by Florida Obligors in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note B-1-6”

shall mean that certain Replacement, Amended and Restated Promissory Note B-1-6 of even date herewith in the principal amount of $2,908,285.52,

made by Florida Obligors in favor of UBS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time

to time.

“Note B-2-1”

shall mean that certain Replacement, Amended and Restated Promissory Note B-2-1 of even date herewith in the principal amount of $168,606,857.91,

made by Borrower in favor of WFB, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note B-2-2”

shall mean that certain Replacement, Amended and Restated Promissory Note B-2-2 of even date herewith in the principal amount of $42,151,714.48,

made by Borrower in favor of BofA, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note B-2-3”

shall mean that certain Replacement, Amended and Restated Promissory Note B-2-3 of even date herewith in the principal amount of $42,151,714.48,

made by Borrower in favor of BMO, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note B-2-4”

shall mean that certain Replacement, Amended and Restated Promissory Note B-2-4 of even date herewith in the principal amount of $84,303,428.95,

made by Borrower in favor of Citi, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note B-2-5”

shall mean that certain Replacement, Amended and Restated Promissory Note B-2-5 of even date herewith in the principal amount of $42,151,714.48,

made by Borrower in favor of MS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Note B-2-6”

shall mean that certain Replacement, Amended and Restated Promissory Note B-2-6 of even date herewith in the principal amount of $42,151,714.48,

made by Borrower in favor of UBS, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Obligations”

shall have the meaning set forth in Section 17.19 hereof.

“OFAC”

shall have the meaning set forth in Section 3.30 hereof.

“Officer’s

Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by Responsible Officer of Borrower.

“Open Prepayment

Date” shall mean the Monthly Payment Date occurring in November 2030.

“Op Ex Monthly Deposit”

shall have the meaning set forth in Section 8.4 hereof.

“Operating Expense

Account” shall have the meaning set forth in Section 8.4 hereof.

“Operating Expense

Funds” shall have the meaning set forth in Section 8.4 hereof.

“Operating Expenses”

shall mean the total of all expenditures, computed in accordance with the Approved Accounting Method, of whatever kind relating to the

operation, maintenance and management of the Properties that are incurred on a regular monthly or other periodic basis by Borrower (as

opposed to a Tenant under a Lease), including without limitation, (and without duplication) utilities, ordinary repairs and maintenance,

insurance, license fees, property taxes and assessments, advertising expenses, payroll and related taxes, computer processing charges,

any amounts payable to a person other than Borrower or an Affiliate thereof under the PILOT Leases, PILOT Documents, Ground Rent payable

under the Ground Leases, management fees, operational equipment or other lease payments as approved by Lender, but specifically excluding

(i) depreciation, (ii) Debt Service, (iii) non-recurring or extraordinary expenses, and (iv) deposits into the Reserve

Funds.

“Organizational Chart”

shall have the meaning set forth in Section 3.31 hereof.

“Other Charges”

shall mean all maintenance charges, impositions other than Taxes, and any other charges, vault charges and license fees for the use of

vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual

Property or any part thereof.

“Other Connection

Taxes” shall mean, with respect to Lender, taxes imposed as a result of a present or former connection between Lender and the

jurisdiction imposing such tax (other than connections arising from Lender 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).

“PACE Debt” means any amounts

owed in respect of energy retrofit lending programs, commonly known as “PACE Loans”. For avoidance of doubt, PACE Debt is

not permitted Debt and liens securing PACE Debt are not Permitted Encumbrances.

“Participant Register” shall

have the meaning set forth in Section 11.7 hereof.

“Patriot Act”

shall have the meaning set forth in Section 3.30 hereof.

“Payment

Instructions” have the meaning set forth in Section 4.23 hereof.

“Payment Recipient”

shall have the meaning set forth in Section 17.24 hereof.

“Payor Party”

shall have the meaning set forth in Section 17.24 hereof.

“Periodic Treasury

Yield” shall mean (x) the annual yield to maturity of the actively traded non-callable United States Treasury fixed interest

rate security (other than any such security which can be surrendered at the option of the holder at face value in payment of federal estate

tax or which was issued at a substantial discount) that has a maturity closest to (whether before, on or after) the Open Prepayment Date

(or if two or more such securities have maturity dates equally close to the Open Prepayment Date, the average annual yield to maturity

of all such securities), as reported in The Wall Street Journal or other authoritative publication or news retrieval service on the fifth

(5th) Business Day preceding the prepayment date, divided by (y) 12.

“Permits”

shall mean all necessary certificates, licenses, permits, franchises, trade names, certificates of occupancy, consents, and other approvals

(governmental and otherwise) required under applicable Legal Requirements for the operation of each Individual Property and the conduct

of Borrower’s or Tenant’s business, as applicable (including, without limitation, all required zoning, building code, land

use, environmental, public assembly and other similar permits or approvals).

“Permitted Assumption” shall

have the meaning set forth in Section 6.4 hereof.

“Permitted Defeasance

Date” shall mean the date that is two (2) years from the “startup day” within the meaning of Section 860G(a)(9) of

the Code for the REMIC Trust which holds the portion of the Note last to be securitized.

“Permitted Encumbrances”

shall mean, with respect to each Individual Property, collectively, (a) the lien and security interests created by this Agreement

and the other Loan Documents, (b) all liens, encumbrances and other matters disclosed in the applicable Title Insurance Policy, (c) liens,

if any, for taxes imposed by any Governmental Authority not yet due or delinquent and (d) existing Leases and new Leases entered

into in accordance with this Agreement, (e) any Permitted Equipment Leases, (f) each Ground Lease, REA, PILOT Lease and PILOT

Document, (g) [intentionally omitted] and (h) such other title and survey exceptions as Lender has approved or may approve in

writing in Lender’s sole discretion.

“Permitted Equipment

Leases” shall mean equipment leases or other similar instruments entered into with respect to the Personal Property; provided,

that, in each case, such equipment leases or similar instruments (i) are entered into on commercially reasonable terms and conditions

in the ordinary course of Borrower’s business and (ii) relate to Personal Property which is (A) used in connection with

the operation and maintenance of the applicable Individual Property in the ordinary course of Borrower’s business and (B) readily

replaceable without material interference or interruption to the operation of the applicable Individual Property.

“Permitted Equity

Transfer” shall have the meaning set forth in Section 6.3 hereof.

“Permitted

Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not

greater than par, including those issued by Servicer, or any trustee under any Securitization or any of their respective Affiliates, payable

on demand or having a maturity date not later than the Business Day immediately prior to the first Monthly Payment Date following the

date of acquiring such investment and meeting one of the appropriate standards set forth below:

(a)            the

following obligations of, or the following obligations directly and unconditionally guaranteed as to principal and interest by, the U.S.

government or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States

of America and have maturities not in excess of one year:

(i)             U.S

Treasury obligations (all direct or fully guaranteed obligations);

(ii)            U.S.

Department of Housing and Urban Development public housing agency bonds (previously referred to as local authority bonds);

(iii)           Federal

Housing Administration debentures;

(iv)           Government

National Mortgage Association (GNMA) guaranteed mortgage-bank securities or participation certificates;

(v)            RefCorp

debt obligations; and

(vi)           SBA-guaranteed

participation certificates and guaranteed pool certificates;

(b)            federal

funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having maturities of not

more than 90 days of any commercial bank organized under the laws of the United States of America or any state thereof or the District

of Columbia, the short-term debt obligations of which are rated (a) “A-1+” (or the equivalent) by S&P and, if it

has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by S&P,

and that (1) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator)

and (2) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000, (b) in one of the following Moody’s

rating categories: (1) for maturities less than one month, a long-term rating of “A2” or a short-term rating of “P-1”,

(2) for maturities between one and three months, a long-term rating of “A1” and a short-term rating of “P-1”,

(3) for maturities between three months to six months, a long-term rating of “Aa3” and a short-term rating of “P-1”

and (4) for maturities over six months, a long-term rating of “Aaa” and a short-term rating of “P-1”, or

such other ratings as confirmed in a Rating Agency Confirmation and (c) in one of the following Fitch rating categories: (1) for

maturities less than three months, a long term rating of “A” and a short term rating of “F-1” and (2) for

maturities greater than three months, a long-term rating of “AA-” and a short term rating of “F-1+”;

that are fully insured by the Federal Deposit Insurance Corp.;

(d)            commercial

paper rated (a) “A–1+” (or the equivalent) by S&P and having a maturity of not more than 90 days, (b) in

one of the following Moody’s rating categories: (i) for maturities less than one month, a long-term rating of “A2”

or a short-term rating of “P-1”, (ii) for maturities between one and three months, a long-term rating of “A1”

and a short-term rating of “P-1”, (iii) for maturities between three months to six months, a long-term rating of “Aa3”

and a short-term rating of “P-1” and (iv) for maturities over six months, a long-term rating of “Aaa” and

a short-term rating of “P-1” and (c) in one of the following Fitch rating categories: (1) for maturities less than

three months, a long term rating of “A” and a short term rating of “F-1” and (2) for maturities greater than

three months, a long-term rating of “AA-” and a short term rating of “F-1+”; and

(e)            such

other investments as to which each Rating Agency shall have delivered a Rating Agency Confirmation.

Notwithstanding

the foregoing, “Permitted Investments” (i) shall exclude any security with the S&P’s “r” symbol

(or any other Rating Agency’s corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations

in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known

as “strips”; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity

that cannot vary or change; (iii) shall only include instruments that qualify as “cash flow investments” (within the

meaning of Section 860G(a)(6) of the IRS Code); (iv) shall only include assets that are described as qualifying

assets under Section 856(c)(4)(A) of the IRS Code; and (v) shall exclude any investment where the right to receive principal

and interest derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of

such underlying investment. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate

index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made which requires a payment

above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments

shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date

of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

“Permitted

Transfer” shall mean any of the following: (a) intentionally omitted, (b) any transfer, directly as a result of the

legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held

by such natural person to the Person or Persons lawfully entitled thereto, (c) any transfer of any direct or indirect interest in

an Affiliated Manager if such transfer does not otherwise result in a transfer of an interest in Borrower that is not permitted hereunder,

(d) any transfer permitted without the consent of Lender pursuant to the provisions of Section 6.3 or Section 6.4),

(e) any Lease of space in any of the Improvements to Tenants in accordance with (or that is not restricted by) the provisions of

Section 4.14, (f) Permitted Encumbrances, (g) the release of any Property or portion thereof (or an Unencumbered

Borrower) in connection with a release in accordance with Section 2.7(b), Section 2.10 or Section 7.4,

(h) the acquisition by Borrower of fee title to any PILOT Property in accordance with the terms and conditions of the applicable

PILOT Lease and this Agreement, (i) (1) any issuance of “accommodation shares” by (or any transfer of “accommodation

shares” in) any direct or indirect owner of Borrower that has elected (or intends to elect) to be treated as a REIT (for purposes

of this provision, “accommodation shares” shall mean up to $50,000 in preferred shares issued by such Person to enable such

Person to satisfy the 100 shareholder requirement under Section 856(a) of the IRS Code (or such greater amount as hereinafter

may be required under Section 856 of the IRS Code)), or (ii) the redemption of such “accommodation shares” by the

Person who issued said shares, or their successor in interest, and (j) a Fee Acquisition in accordance with the terms and conditions

of the applicable Ground Lease and this Agreement.

“Person”

shall mean any individual, corporation (including a business trust), partnership, joint venture, joint stock company, limited liability

company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department, political

subdivision or agency thereof and any other entity and, in each case, any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property”

shall mean, individually and/or collectively (as the context requires), the “Personal Property” of the Borrower (but not any

Tenant) as defined in each applicable Security Instrument.

“PILOT Bonds”

shall mean, individually and/or collectively, any taxable revenue bond or similar bond issued by a PILOT Lessor in favor of any Individual

Borrower in connection with the PILOT Lease or other PILOT Document.

“PILOT Documents”

shall mean, individually and/or collectively, any documents executed (other than a PILOT Lease and including any PILOT Bonds) in connection

with any PILOT Lease and any other documents granting an abatement or benefit with respect to Taxes in favor of an Individual Borrower,

an Individual Property (or any portion thereof) or the Tenant under a Lease with respect to such Individual Property, in each case, described

on Schedule VII hereto.

“PILOT Lease”

shall mean each of the PILOT leases described on Schedule VII hereto pursuant to which the applicable Individual Borrower owns

a leasehold interest in its Individual Property (or any portion thereof).

“PILOT Lessor”

shall mean each lessor under a PILOT Lease, as described on Schedule VII hereto.

“PILOT Property”

or “PILOT Properties” shall mean those certain Individual Properties demised by each of the PILOT Leases or subject

to a PILOT Document as set forth on Schedule VII hereto.

“PLL Policy”

shall have the meaning specified in Section 7.1 hereof.

“PML”

shall have the meaning specified in Section 7.1 hereof.

“Policies”

shall have the meaning specified in Section 7.1 hereof.

“Portfolio

Earthquake PML” shall have the meaning specified in Section 7.1 hereof.

“Prepayment Lockout

Expiration Date” shall mean the Monthly Payment Date occurring in May 2028.

“Prepayment Notice”

shall have the meaning specified in Section 2.7(a) hereof.

“Prohibited Entity”

shall mean any Person which (i) is a statutory trust or similar Person, (ii) owns a direct or indirect interest in Borrower

or the Property through a tenancy-in-common or other similar form of ownership interest and/or (iii) is a Crowdfunded Person.

“Prohibited Person”

shall mean any Person if, at the time as of which a determination is required under the terms of this Agreement:

(a)            such

Person is a Prohibited Entity;

(b)            such

Person has the benefit of sovereign immunity (unless such Person has waived such sovereign immunity in writing);

Person, or any Person that Controls such Person, is, or has been within the last seven (7) years, a party to any bankruptcy proceedings,

voluntary or involuntary, made an assignment for the benefit of creditors or taken advantage of any insolvency act, or any act for the

benefit of debtors;

(d)            such

Person, or any Person that Controls such Person or is Controlled by such Person, has ever been convicted of, or pleaded guilty to, a felony

relating to financial crimes involving dishonesty, fraud or moral turpitude or has been found liable in a final non-appealable judgment

to have attempted to hinder, delay or defraud creditors;

(e)            such

Person (or any Affiliate thereof) is listed in the annex to, or who is otherwise subject to the provisions 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 (the “Executive Order”);

(f)            such

Person (or any Affiliate thereof) is owned or Controlled by, or acting for or on behalf of, any person or entity that is listed in the

annex to, or is otherwise subject to the provisions of, the Executive Order;

(g)            such

Person (or any Affiliate thereof) is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering

law, including the Executive Order;

(h)            such

Person (or any Affiliate thereof) commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive

Order; or

(i)             such

Person (or any Affiliate thereof) is named as a “specially designated national and blocked person” on the most current list

published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any replacement website or other

replacement official publication of such list.

“Prohibited Transfer”

shall have the meaning set forth in Section 6.2 hereof.

“Property”

and “Properties” shall mean, individually and/or collectively (as the context requires), each Individual Property which

is subject to the terms hereof and of the other Loan Documents.

“Property Document”

shall mean, individually or collectively (as the context may require), the REAs and any other material agreements affecting any Individual

Property or portion thereof and set forth in the Borrower’s Certification.

“Property Document

Event” shall mean any event which (a) would, directly or indirectly, reasonably be expected to have an Individual Material

Adverse Effect on any Individual Property, the Tenant’s obligations under its Lease or the Borrower’s liability with respect

to such Individual Property and (b) is the result of any act or omission (where there was an affirmative obligation to act) of Borrower

with respect to the applicable Property Document.

“Pro Rata Share” means, as to

any co-Lender, the ratio, expressed as a percentage of (a) the sum of the unpaid principal amount of the Loan owing to such co-Lender

as of such date to (b) the sum of the aggregate unpaid principal amount of the Loan as of such date.

“Provided Information”

shall mean any information provided by or on behalf of any Borrower Party in connection with the Loan and related to the Property, such

Borrower Party and/or any related matter or Person.

“Public Sale”

shall mean (a) the Sale or Pledge in one or a series of transactions, of all or a portion of the direct or indirect legal or beneficial

interests in Borrower to a Qualified Public Company, or (b) the Sale or Pledge in one or a series of transactions, through which

any direct or indirect owner of a legal or beneficial interest in Borrower becomes, or is merged with or into, a Qualified Public Company.

“Public Vehicle”

shall mean a Person whose securities are listed and traded on (i) the New York Stock Exchange, AMEX, NASDAQ, or another nationally

recognized securities exchange or (ii) the Frankfurt Stock Exchange, the London Stock Exchange, Euronext, the Luxembourg Stock Exchange,

the Hong Kong Stock Exchange, the Singapore Exchange, the Shanghai Stock Exchange, the Tokyo Stock Exchange or the Korea Exchange (KRX),

and shall include a majority owned subsidiary of any such Person or any operating partnership through which such Person conducts all or

substantially all of its business.

“Publicly

Traded Shares” means securities that are listed and traded on (i) the New York Stock Exchange, AMEX, NASDAQ, or

another nationally recognized securities exchange or (ii) the Frankfurt Stock Exchange, the London Stock Exchange, Euronext, the

Luxembourg Stock Exchange, the Hong Kong Stock Exchange, the Singapore Exchange, the Shanghai Stock Exchange, the Tokyo Stock Exchange

or the Korea Exchange (KRX).

“Qualified Equityholder”

shall mean (i) Guarantor or (ii) any of the following:

(a) a pension fund, pension

trust or pension account, a government entity or plan, a sovereign fund, an investment fund or an institution or fund substantially similar

to any of the foregoing that immediately prior to such transfer owns, directly or indirectly, total real estate assets of at least $1,000,000,000

(exclusive of the Properties);

(b) a pension fund advisor

or similar fiduciary who (i) immediately prior to such transfer, controls, directly or indirectly, at least $1,000,000,000 of real

estate assets (exclusive of the Properties) and (ii) is acting on behalf of one or more pension funds that, in the aggregate, satisfy

the requirements of clause (a) of this definition;

which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United

States (including the District of Columbia) (i) with a net worth, determined as of a date no more than six (6) months prior

to the date of the transfer of at least $500,000,000 and (ii) who, immediately prior to such transfer, controls, directly or indirectly,

real estate assets of at least $1,000,000,000 (exclusive of the Properties);

(d) a corporation organized

under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (i) with

a combined capital and surplus of at least $500,000,000 (exclusive of the Properties) and (ii) who, immediately prior to such transfer,

controls, directly or indirectly, real estate assets of at least $1,000,000,000 (exclusive of the Properties);

(e) any Person (i) who,

directly or indirectly, owns or operates commercial properties with similar or better quality tenant profiles as the Property totaling

not less than 5,000,000 square feet (exclusive of the Properties), (ii) who has a net worth, determined as of a date no more than

six (6) months prior to the date of such transfer, of at least $500,000,000 and (iii) who, immediately prior to such transfer,

controls, directly or indirectly, real estate assets of at least $1,000,000,000 (exclusive of the Properties);

(f) any real estate investment

trust or other investment vehicle which (i) is a publicly traded entity listed on the NASDAQ or another nationally recognized stock

exchange, (ii) is managed and/or Controlled by RMR LLC or its Affiliate, and (iii) who, immediately prior to such transfer,

has a market capitalization equal to or in excess $500,000,000 (exclusive of the Properties) and shall include any operating partnership

through which such Person conducts all or substantially all of its business;

(g) any Person in which

more than fifty percent (50%) of the ownership interests are owned directly or indirectly by any of the entities listed in subsections (a) through (f) of

this definition of “Qualified Equityholder”, or any combination of more than one such entity, and which is Controlled directly

or indirectly by such entity or entities;

(h) any Person in which

more than twenty percent (20%) of the ownership interests are owned directly or indirectly by any of the entities listed in subsections (a) or (b) of

this definition of “Qualified Equityholder”, or any combination of both such entities, and which is Controlled directly or

indirectly by such entity or entities; or

(i) any other entity

reasonably acceptable to Lender (which, after a Securitization of any portion of the Loan, may be conditioned upon Lender’s receipt

of a Rating Agency Confirmation in connection with such transferee).

Notwithstanding

the foregoing, no Person shall be deemed to be a Qualified Equityholder under clause (ii) above unless such Person has the Minimum

Experience or if such Person is a Prohibited Person.

“Qualified Insurer”

shall have the meaning set forth in Section 7.1 hereof.

“Qualified Management

Agreement” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially

in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management

agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii),

Lender, at its option, after a rated Securitization, may require that Borrower obtain a Rating Agency Confirmation in respect of such

management agreement and (b) an assignment of management agreement and subordination of management fees substantially in the form

delivered to Lender in connection with the closing of the Loan (or of such other form and substance reasonably acceptable to Lender),

in each case, executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Qualified Manager”

shall mean (a) The RMR Group LLC or any successor thereto or wholly owned subsidiary thereof, (b) a management organization

otherwise reasonably acceptable to Lender; provided, that, with respect to clause (b), (i) if required by Lender following

a rated Securitization, Borrower shall have obtained a Rating Agency Confirmation in respect of the management of the Properties by such

Person and (ii) if such Person is an Affiliate of Borrower, Borrower shall have delivered to Lender a New Non-Consolidation Opinion,

reasonably acceptable to Lender and to the extent a rated Securitization has occurred, the Rating Agencies. Notwithstanding the foregoing,

no Person shall be a Qualified Manager if such Person is a Prohibited Person.

“Qualified Public

Company” shall mean a Public Vehicle with a market capitalization equal to or exceeding $750,000,000 (exclusive of the Properties)

as of the date of the Public Sale.

“Radius”

shall have the meaning set forth in Section 7.1 hereof.

“Rating Agencies”

shall mean each of S&P, Moody’s, Fitch and any other nationally-recognized statistical rating agency designated by Lender (and

any successor to any of the foregoing) in connection with and/or in anticipation of any Secondary Market Transaction.

“Rating Agency Condition”

shall be deemed to exist if (i) any Rating Agency fails to respond to any request for a Rating Agency Confirmation with respect to

any applicable matter or otherwise elects (orally or in writing) not to consider any applicable matter or (ii) Lender (or its Servicer)

is not required to and/or elects not to obtain (or cause to be obtained) a Rating Agency Confirmation with respect to any applicable matter,

in each case, pursuant to and in compliance with any pooling and servicing agreement(s) or similar agreement(s), in each case, relating

to the servicing and/or administration of the Loan.

“Rating Agency Confirmation”

shall mean (i) prior to a Securitization or if the Rating Agency Condition exists, that Lender has (in consultation with the Rating

Agencies (if required by Lender)) approved the matter in question in writing based upon Lender’s good faith determination of applicable

Rating Agency standards and criteria and (ii) from and after a Securitization (to the extent the Rating Agency Condition does not

exist), a written affirmation from each of the Rating Agencies that rates the Securities (obtained at Borrower’s sole cost and expense)

that the credit rating of the Securities by such Rating Agency immediately prior to the occurrence of the event with respect to which

such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event,

which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

“REA” or

“Reciprocal Easement Agreement” shall mean the reciprocal easement agreements or similar agreements affecting any Individual

Property or portion thereof and set forth in the Borrower’s Certification.

“Register”

shall have the meaning set forth in Section 11.7 hereof.

“Registration Statement”

shall have the meaning set forth in Section 11.2 hereof.

“Regulation AB”

shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“Reimbursement Contribution”

shall have the meaning set forth in Section 17.19 hereof.

“REIT”

shall mean a corporation or other Person that is or elects (or intends to so elect beginning with its 2026 taxable year) to be a real

estate investment trust for federal income tax purposes.

“Related Loan”

shall mean a loan to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan (or

any portion thereof or interest therein).

“Related Property”

shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”

within the meaning of the definition of Significant Obligor, to the Property.

“Release Amount”

shall mean, for an Individual Property, the lesser of:

(a) the Debt; or

(b) an amount equal to the Allocated Loan Amount for such Individual Property set forth on Schedule V

multiplied by (1) one hundred five percent (105%) until such time that the outstanding principal balance of the Loan has been reduced

to $1,134,000,000 and (2) thereafter, one hundred ten percent (110%).

“Release Property”

shall have the meaning set forth in Section 2.10(a) hereof.

“REMIC Opinion”

shall mean, as to any matter, an opinion as to the compliance of such matter with applicable REMIC Requirements (which such opinion shall

be, in form and substance and from a provider, in each case, reasonably acceptable to Lender and acceptable to the Rating Agencies that

rate the Securities).

“REMIC Payment”

shall have the meaning set forth in Section 7.3 hereof.

“REMIC Requirements”

shall mean any applicable legal requirements relating to any REMIC Trust (including, without limitation, those relating to the continued

treatment of the Loan (or the applicable portion thereof and/or interest therein) as a “qualified mortgage” held by such REMIC

Trust, the continued qualification of such REMIC Trust as such under the IRS Code, the non-imposition of any tax on such REMIC Trust under

the IRS Code (including, without limitation, taxes on “prohibited transactions” and “contributions”) and any other

constraints, rules and/or other regulations and/or requirements relating to the servicing, modification and/or other similar matters

with respect to the Loan (or any portion thereof and/or interest therein) that may now or hereafter exist under applicable legal requirements

(including, without limitation under the IRS Code)).

“REMIC Trust”

shall mean any “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code that holds

any interest in all or any portion of the Loan.

“Renewal Deadline”

shall have the meaning set forth in Section 4.23(c) hereof.

“Renewal Notice”

shall have the meaning set forth in Section 4.23(c) hereof.

“Rent Roll”

shall have the meaning set forth in Section 3.18 hereof.

“Rent Loss Proceeds”

shall have the meaning set forth in Section 7.1 hereof.

“Rents”

shall mean, with respect to each Individual Property, all rents (including, without limitation, percentage rents), rent equivalents, moneys

payable as damages or in lieu of rent or rent equivalents, any fees, payments or other compensation from any Tenant relating to or in

exchange for the termination of such Tenant’s Lease, royalties (including, without limitation, all oil and gas or other mineral

royalties and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation, security, utility and other

deposits forfeited by any Tenant pursuant to the terms of any Lease), accounts, cash, issues, profits, charges for services rendered,

all other amounts payable as rent under any Lease or other agreement relating to such Individual Property and payable to any Individual

Borrower, including, without limitation, charges for electricity, oil, gas, water, steam, heat, ventilation, air-conditioning and any

other energy, telecommunication, telephone, utility or similar items or time use charges, HVAC equipment charges, sprinkler charges, escalation

charges, license fees, maintenance fees, charges for Taxes, operating expenses or other reimbursables payable to Borrower (or to Manager

for the account of Borrower) under any Lease, and other consideration of whatever form or nature received by or paid to or for the account

of or benefit of Borrower or its agents or employees from any and all sources arising from or attributable to the Individual Property,

and proceeds, if any, from business interruption or other loss of income or rental insurance. Notwithstanding the foregoing, in no event

shall any payment under a PILOT Lease or PILOT Document be considered Rent.

“Replacement Cash

Management Agent” shall mean any successor to Servicer that is an Eligible Institution and either (a) assumes the obligations

of the Cash Management Agent being replaced under the then-existing Cash Management Agreement or (b) executes and delivers a Replacement

Cash Management Agreement, in each case, acting in such Person’s capacity as cash management bank under the Replacement Cash Management

Agreement.

“Replacement Cash

Management Agreement” shall mean any cash management agreement entered into by and among Borrower, Lender and a Replacement

Cash Management Agent, provided that such cash management agreement is in form and substance substantially similar to the Closing

Date Cash Management Agreement or is otherwise in form and substance reasonably acceptable to Lender and Borrower.

“Replacement

Guarantor” shall have the meaning set forth in Section 6.4 hereof.

“Replacement Guaranty” shall

have the meaning set forth in Section 6.4 hereof.

“Replacement Reserve

Account” shall have the meaning set forth in Section 8.2 hereof.

“Replacement Reserve

Funds” shall have the meaning set forth in Section 8.2 hereof.

“Replacement Reserve

Monthly Deposit” shall have the meaning set forth in Section 8.2 hereof.

“Replacements”

for any period shall mean replacements and/or alterations to any Individual Property; provided, that, the same are (i) required

to be capitalized according to the Approved Accounting Method and (ii) reasonably approved by Lender.

“Reporting Failure”

shall have the meaning set forth in Section 4.12 hereof.

“Representative Borrower” shall

have the meaning set forth in Section 14.1 hereof.

“Required DSCR” shall mean a

Debt Service Coverage Ratio, as determined by Lender, equal to 1.15x.

“Required Financial

Item” shall have the meaning set forth in Section 4.12 hereof.

“Required Rating”

means (i) a rating of not less than “A-1” (or its equivalent) from each of the Rating Agencies that rates the Securities

if the term of such Letter of Credit is no longer than three (3) months or if the term of such Letter of Credit is in excess of three

(3) months, a rating of not less than “AA-” (or its equivalent) from each of the Rating Agencies that rates the Securities

or (ii) such other rating with respect to which Lender shall have received a Rating Agency Confirmation.

“Required REIT Distributions”

shall mean an amount reasonably expected to equal (a) the minimum amount required to be distributed by a Borrower in cash such that

distributions received by each direct and/or indirect owner of the Borrower who is a REIT, with respect to any taxable year, equals the

amount of the dividend such REIT must distribute in cash (as opposed to equity (except with respect to the preferred shareholders to whom

up to $50,000 per annum of cash distributions shall be permitted without any requirement to make equity distributions)) to qualify or

maintain its status as a REIT and to avoid any U.S. federal or state income Taxes imposed under Sections 857(b)(1) and 857(b)(3) of

the IRS Code (or similar provisions of state or local law) and any excise Taxes imposed under Section 4981 of the IRS Code or (b) the

necessary amount to redeem any preferred shareholders of any Person described in clause (a); provided, however,

the amount of Required REIT Distributions made in any year shall not exceed $500,000.

“Required Repairs”

shall mean the repairs at the Property as set forth on Schedule VI(a) and Schedule VI(b) hereto.

“Reserve Accounts”

shall mean the Tax Account, the Insurance Account, the Replacement Reserve Account, the Leasing Reserve Account, the Excess Cash Flow

Account, the Operating Expense Account, the Ground Lease Reserve Account, the Unfunded Obligations Reserve Account, the Low Cash Flow

Period Threshold Collateral Account, and any other escrow account established by this Agreement or the other Loan Documents (but specifically

excluding the Cash Management Account, the Restricted Account and the Debt Service Account).

“Reserve Funds”

shall mean the Tax and Insurance Funds, the Replacement Reserve Funds, the Leasing Reserve Funds, the Excess Cash Flow Funds, the Ground

Lease Reserve Funds, the Unfunded Obligations Reserve Funds, the Operating Expense Funds, the Low Cash Flow Period Threshold Collateral,

and any other escrow funds established by this Agreement or the other Loan Documents.

“Reserve Threshold”

shall mean Five Hundred Thousand and No/100 Dollars ($500,000.00).

“Resolution Authority” shall

mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer”

means with respect to a Person, any authorized officer of such Person, including, without limitation, the chairman of the board, president,

chief operating officer, chief financial officer, treasurer or vice president of such Person or such other similar officer of such Person.

“Restoration”

shall mean, following the occurrence of a Casualty or a Condemnation which is of a type necessitating the repair of the Property (or any

portion thereof), the completion of the repair and restoration of the Property (or applicable portion thereof) as nearly as feasible to

the condition the Property (or applicable portion thereof) was in immediately prior to such Casualty or Condemnation, or, if better, the

condition required by the applicable Lease, with such alterations as may be reasonably approved by Lender, except if Tenant performs such

alterations pursuant to the applicable Lease in accordance with the applicable provisions of the Lease.

“Restoration Retainage”

shall have the meaning set forth in Section 7.4 hereof.

“Restoration Threshold”

shall mean, with respect to each Individual Property, an amount equal to seven and one-half percent (7.5%) of the outstanding principal

amount of the Allocated Loan Amount attributable to such Individual Property.

“Restricted Account”

shall mean (i) account number 8026514735 established at PNC Bank, National Association in the name of Representative Borrower and

(ii) any Eligible Account established in accordance with Section 9.1 hereof.

“Restricted Account

Agreement” shall mean that certain Deposit Account Control Agreement (Hard Agreement) by and among Representative Borrower,

Administrative Agent and PNC Bank, National Association, dated as of the date hereof, as the same may be amended, restated, replaced,

supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Restricted Party”

shall have the meaning set forth in Section 6.1 hereof.

“RMR LLC”

shall mean The RMR Group LLC, a Maryland limited liability company.

“Sale or Pledge”

shall have the meaning set forth in Section 6.1 hereof.

“Sanctions”

shall have the meaning set forth in Section 3.30 hereof.

“Sanctions Authority”

shall have the meaning set forth in Section 3.30 hereof.

“Sanctioned Jurisdiction”

shall have the meaning set forth in Section 3.30 hereof.

“Sanctioned Person”

shall have the meaning set forth in Section 3.30 hereof.

“Satisfactory

Search Results” shall mean the results of Lender’s customary “know your customer”, credit history check, litigation,

lien, bankruptcy, judgment and other similar searches with respect to the applicable transferee and its applicable affiliates, in each

case, (i) revealing no matters which would have an Individual Material Adverse Effect on any Individual Property or an Aggregate

Material Adverse Effect and (ii) yielding results which are otherwise acceptable to Lender in its reasonable discretion. Borrower

shall pay all of Lender’s costs, fees and expenses in connection with the foregoing.

“Scheduled

Defeasance Payments” shall mean scheduled payments of interest and principal hereunder for all Monthly Payment Dates occurring

after the Defeasance Date and up to and including the Open Prepayment Date (assuming the Note is prepaid in full as of such Open

Prepayment Date and including the outstanding principal balance and accrued interest on the Note as of such Open Prepayment Date).

“Secondary Market

Transaction” shall have the meaning set forth in Section 11.1 hereof.

“Securities”

shall have the meaning set forth in Section 11.1 hereof.

“Securities Act”

shall mean the Securities Act of 1933, as amended.

“Securitization”

shall have the meaning set forth in Section 11.1 hereof.

“Security Deposits”

shall mean any advance deposits or any other deposits collected with respect to the Property, whether in the form of cash, letter(s) of

credit or other cash equivalents (including, without limitation, such deposits made in connection with any Lease).

“Security Instrument”

and “Security Instruments” shall mean, individually and/or collectively (as the context requires), each first priority

Mortgage/Deed of Trust/Deed to Secure Debt, Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated as of the date

hereof, executed and delivered by the applicable Borrower to Lender as security for the Loan and encumbering an Individual Property, and

with respect to any PILOT Property, any joinder to a Security Instrument or other pledge or security agreement executed by a PILOT Lessor,

as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Security Instrument

Taxes” shall have the meaning set forth in Section 15.2(a) hereof.

“Servicer”

shall have the meaning set forth in Section 11.4 hereof.

“Severed Loan Documents”

shall have the meaning set forth in Section 10.2 hereof.

“Significant Obligor”

shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“Single Borrower

Documents” shall have the meaning set forth in Section 2.10(f) hereof.

“SPE Component Entity”

shall have the meaning set forth in Section 5.1 hereof.

“Special Member”

is defined in Section 5.1 hereof.

“Special Purpose

Entity” shall mean an entity whose structure and organizational and governing documents satisfy the requirements of Section 5.1

hereof.

“Sponsor”

shall mean Industrial Logistics Properties Trust, a Maryland real estate investment trust.

“S&P”

shall mean S&P Global Ratings, a Standard & Poor’s Financial Services LLC business.

“State”

shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is

located.

“Stated Maturity

Date” shall mean the Monthly Payment Date occurring in May 2031.

“Subordination, Non-Disturbance

and Attornment Agreement” shall have the meaning set forth in Section 4.14(a) hereof.

“Successor Borrower”

shall have the meaning set forth in Section 2.11(c) hereof.

“Survey”

shall mean, individually or collectively (as the context requires), each survey of each Individual Property certified and delivered to

Lender in connection with the closing of the Loan.

“Tax Account”

shall have the meaning set forth in Section 8.6 hereof.

“Tax and Insurance

Funds” shall have the meaning set forth in Section 8.6 hereof.

“Taxes”

shall mean all taxes, levies, imposts, duties, deductions, withholdings (including any backup withholding) assessments, fees, water rates,

sewer rents, and other governmental impositions, including, without limitation, vault charges and license fees for the use of vaults,

chutes and similar areas adjoining the Land, now or hereafter levied or assessed or imposed against the Property or any part thereof and

including any interest, additions to tax or penalties applicable thereto.

“Tax Payment Date”

shall mean, with respect to any applicable Taxes, the date occurring ten (10) Business Days prior to the date the same are due and

payable.

“Tenant”

shall mean any Person leasing, subleasing or otherwise occupying any portion of the Property under a Lease or other occupancy agreement.

“Tenant Direction

Notice” shall have the meaning set forth in Section 9.2 hereof.

“Tenant Funded Alterations”

shall mean Alterations permitted pursuant to the terms of a Lease that are paid or reimbursed in their entirety by the Tenant thereunder,

excluding any Alteration that (a) requires Borrower’s consent in connection therewith under the applicable Lease and (b) exceeds

the Alteration Threshold.

“Tenant Paid Insurance

Premiums” shall mean any Insurance Premiums that are required to be paid by a Tenant pursuant to its Lease if such Lease requires

the applicable Tenant to maintain sufficient insurance on the entire Individual Property (and that is at all times in accordance with

this Agreement), provided that (x) Borrower has provided, or caused such Tenant to provide, to Lender certificates of insurance acceptable

to Lender, which such insurance includes Lender as an additional named insured, (y) the applicable Tenant is not in default under

its Lease and (z) no less than twelve (12) months remain on the term of any such Lease.

“Tenant Paid Taxes”

shall mean any Taxes that are required to be paid directly to the applicable Governmental Authority by a Tenant pursuant to its Lease

to the applicable tax authority, provided that (x) Borrower has provided to Lender evidence reasonably satisfactory to Lender that

such Taxes have been paid prior to delinquency, (y) the applicable Tenant is not in default under its Lease and (z) no less

than twelve (12) months remain on the term of any such Lease.

“Title Insurance

Policy” shall mean those certain ALTA mortgagee title insurance policies issued with respect to each Individual Property and

insuring the lien of the Security Instruments.

“Transferee”

shall have the meaning set forth in Section 6.4 hereof.

“Trigger

Period” shall mean a period (A) commencing upon the earliest of (i) the occurrence and continuance of an Event of

Default, (ii) intentionally omitted and (iii) the Debt Service Coverage Ratio falling below the Required DSCR for two (2) consecutive

calendar quarters (a “DSCR Trigger Event”); and (B) expiring upon (x) with regard to any Trigger Period commenced

in connection with clause (i) above, the cure or waiver (if applicable and in Lender’s sole discretion) of such Event of Default,

(y) intentionally omitted, and (z) with regard to any Trigger Period commenced in connection with clause (iii) above, the

date that (I) the Debt Service Coverage Ratio is equal to or greater than the Required DSCR for two (2) consecutive calendar

quarters, (II) Borrower prepays the Loan in an amount sufficient such that the Debt Service Coverage Ratio shall be not less than

the Required DSCR in accordance with Section 2.7(a) hereof (including payment of any applicable Yield Maintenance

Premium) or (III) Borrower delivers Low Cash Flow Period Threshold Collateral or Low Cash Flow Period Threshold Letter of Credit

in accordance with Section 9.9 hereof (provided that in the event of a prepayment pursuant to clause (II) or delivery

of Low Cash Flow Period Threshold Collateral or a Low Cash Flow Period Threshold Letter of Credit pursuant to clause (III), the DSCR Trigger

Event shall cease upon such prepayment or delivery without any obligation to wait two (2) consecutive calendar quarters). Notwithstanding

the foregoing, a Trigger Period shall not be deemed to expire in the event that a Trigger Period otherwise then exists for any other reason.

“True Up Payment”

shall mean a payment into the applicable Reserve Account of a sum which, together with any applicable monthly deposits into the applicable

Reserve Account, will be sufficient to discharge the obligations and liabilities for which such Reserve Account was established as and

when reasonably appropriate. The amount of the True Up Payment shall be determined by Lender in its reasonable discretion and shall be

final and binding absent manifest error.

“UBS” shall

have the meaning set forth in the introductory paragraph hereto.

“UCC” or

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“UK Financial Institution”

shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United

Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated

by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates

of such credit institutions or investment firms.

“UK Resolution Authority”

shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial

Institution.

“Unanimous Decisions”

shall have the meaning set forth in Section 17.22(c) hereof.

“Underwritten

Net Operating Income” shall mean, as of the end of any calendar quarter for which Underwritten Net Operating Income is determined

(or such other date for which Underwritten Net Operating Income is determined) the excess of: (a) the sum of: (i) annualized

base rent in place as of the date of the determination based on executed Leases which are effective or that have future lease commencement

dates within twelve (12) months of the date of calculation unless such Tenant is an investment-grade entity, and including executed Leases

with free rent periods currently in effect not to exceed the greater of (x) twelve (12) months or (y) one (1) month for

each year of the initial term of the Lease (unless the excess is reserved with Lender) (without duplication), plus (ii) any

contractual rent increases within the twelve months following the date of such calculation, which are not subject to any tenant contingencies;

plus (iii) for the twelve (12) month period preceding the month in which such Underwritten Net Operating Income is calculated,

(x) monthly recoveries actually received by Borrower under executed existing Leases, provided that monthly recoveries for

any Tenants that have not been in place for twelve (12) months shall be annualized based on the trailing twelve (12) month expenses, and

provided, further, that the aggregate monthly recoveries under this clause (iii)(x) for any Individual Property over

such twelve (12) month period shall not exceed actual operating expenses for such Individual Property for such twelve (12) month period,

and (y) actual rent and revenue received by Borrower from other sources at the Properties to the extent such receipts are recurring

in nature and derived from ordinary course operations of the Properties for such twelve (12) month calculation period (this clause (a),

collectively, “Gross Revenue”); over (b) for the twelve (12) month period preceding the month in which such Underwritten

Net Operating Income is calculated, Operating Expenses over such twelve (12) months, in each case adjusted to reflect Lender’s determination

of: (i) an adjustment so that property management fees are equal to the greater of three percent (3.0%) of Gross Revenues and the

property management fees actually paid under the Management Agreement; (ii) exclusion of (X) amounts representing non-recurring

items and (Y) amounts received from (1) Tenants affiliated with Borrower or Guarantor, (2) Tenants in monetary default

for more than sixty (60) days or material non-monetary default for more than ninety (90) days or subject to a bankruptcy or insolvency

proceeding (unless such Lease has been affirmed in the applicable bankruptcy proceeding), (3) Tenants under month-to-month Leases,

(4) Tenants under Leases where the term is set to expire in the next six (6) months, or (5) intentionally omitted; and

(iii) Taxes and Insurance Premiums payable by Borrower for the twelve (12) month period succeeding such calculation (or imputed Insurance

Premiums to the extent an approved blanket or umbrella Policy pursuant to Subsection 7.1(c) hereof is in effect with respect

to the Policies required hereunder), provided that tax and insurance recoveries shall be adjusted (1) to reflect the annualized

recoveries due under executed Leases based on such Taxes and Insurance Premiums payable for the twelve (12) month period succeeding such

calculation and (2) for any known increases in Taxes and Insurance Premiums for the twelve (12) month period succeeding such calculation.

Lender’s calculation of Underwritten Net Operating Income shall be final absent manifest error. For reference purposes, a sample

calculation of Underwritten Net Operating Income is set forth in the Borrower’s Certification.

“Unencumbered Borrower”

shall have the meaning set forth in Section 2.10(f) hereof.

“Unfunded Obligations”

shall have the meaning set forth in Section 8.10 hereof.

“Unfunded Obligations

Reserve Account” shall have the meaning set forth in Section 8.10 hereof.

“Unfunded Obligations

Reserve Funds” shall have the meaning set forth in Section 8.10 hereof.

“Updated Information”

shall have the meaning set forth in Section 11.1 hereof.

“U.S.

Obligations” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full

and timely manner that are (a) direct obligations of the United States of America for the payment of which its full faith and credit

is pledged, or (b) in connection with or following a Securitization, to the extent acceptable to the Rating Agencies, other “government

securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“U.S. Tax Compliance

Certificate” shall have the meaning set forth in Section 2.9(c)(ii) hereof.

“WFB” shall

have the meaning set forth in the introductory paragraph hereto.

“Work Charge”

shall have the meaning set forth in Section 4.16 hereof.

“Write-Down and Conversion

Powers” shall mean (a) 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, and (b) with respect to the United Kingdom, any powers of the applicable Resolution

Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or

any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations

of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised

under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related

to or ancillary to any of those powers.

“Yield

Maintenance Premium” shall mean, with respect to each Component, an amount equal to the greater of the following two amounts:

(a) an amount equal to 1% of the amount of such Component to be prepaid; and (b) an amount equal to (i) the amount, if

any, by which the sum of the present values as of the prepayment date of all unpaid principal and interest payments required hereunder,

calculated by discounting such payments from the respective dates each such payment was due hereunder (or, with respect to the payment

required on the Open Prepayment Date (assuming the outstanding principal balance of the Loan is due on the Open Prepayment Date), from

the Open Prepayment Date) back to the prepayment date at a discount rate equal to the Periodic Treasury Yield exceeds the outstanding

principal balance on such Component of the Loan as of the prepayment date, multiplied by (ii) a fraction whose numerator is the

amount prepaid and whose denominator is the outstanding principal balance of such Component of the Loan as of the prepayment date. Lender’s

calculation of the Yield Maintenance Premium, and all component calculations, shall be conclusive and binding on Borrower absent manifest

error. All Yield Maintenance Premiums payable with respect to Component A, Component B, Component C and Component D-1 shall be allocated

to the Notes comprising Note A on a pro rata and pari passu basis, and all Yield Maintenance Premiums payable with respect

to Component D-2, Component E, Component F and Component HRR shall be allocated to the Notes comprising Note B on a pro rata and

pari passu basis. With respect to any prepayment of any portion of the Loan that is subject to a rated Securitization and

which is made after the Monthly Payment Date in October, 2030 but prior to the Open Prepayment Date, the Yield Maintenance Premium shall

be zero.

Section 1.2.           Principles

of Construction.

All references to sections

and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including”

shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words

“hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall

refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed

to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. References herein

to “the Property or any portion thereof” and words of similar import shall be deemed to refer, as applicable, to any portion

of the Property taken as a whole (including any Individual Property) and any portion of any Individual Property.

ARTICLE 2

GENERAL

TERMS

Section 2.1.           Loan

Commitment; Disbursement to Borrower. Except as expressly and specifically set forth herein or in the other Loan Documents, Lender

has no obligation or other commitment to loan any funds to Borrower or otherwise make disbursements to Borrower. Borrower hereby waives

any right Borrower may have to make any claim to the contrary.

Section 2.2.           The

Loan. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept

the Loan on the Closing Date.

Section 2.3.           Disbursement

to Borrower. Borrower may request and receive only one borrowing hereunder in respect of the Loan and any amount borrowed and repaid

hereunder in respect of the Loan may not be re-borrowed.

Section 2.4.           The

Note and the Other Loan Documents. The Loan shall be evidenced by the Note and this Agreement and secured by this Agreement and the