
	Book Value as of December 31, 2024		Book Value as of December 31, 2023		Contractual Interest Rate as of December 31, 2024 (1)	Effective Interest Rate as of December 31, 2024 (1)	Payment Type	Maturity Date (2)
The Almaden Mortgage Loan (3)	$	118,440	$	119,870	7.45%	7.45%	Principal & Interest	02/01/2026
201 Spear Street Mortgage Loan (4)	—		125,000		(4)	(4)	(4)	(4)
Carillon Mortgage Loan (5)	88,140		94,400		One-month Term SOFR (6) + 1.50%	5.84%	Principal & Interest	04/11/2026
Modified Portfolio Revolving Loan Facility (7)	209,789		249,145		One-month Term SOFR + 3.00%	7.34%	Principal & Interest	03/01/2026
3001 & 3003 Washington Mortgage Loan (8)	138,807		140,410		One-month Term SOFR + 0.10% + 2.90%	7.34%	Interest Only	05/06/2026
Accenture Tower Loan (9)	307,097		306,000		One-month Term SOFR + 3.00%	7.34%	Interest Only	11/02/2026
Credit Facility (10)	62,852		37,500		One-month Term SOFR + 3.00%	7.34%	Principal & Interest	09/30/2027
Amended and Restated Portfolio Loan Facility (11)	460,938		601,288		One-month Term SOFR + 0.10% + 1.80%	6.24%	Interest Only	01/23/2025
Park Place Village Mortgage Loan (12)	65,000		65,000		One-month Term SOFR + 1.95%	6.29%	Interest Only	08/31/2025
Total notes payable principal outstanding	$	1,451,063	$	1,738,613
Deferred financing costs, net	(8,402)		(2,717)
Total Notes Payable, net	$	1,442,661	$	1,735,896

(5) On April 11, 2024, the borrower under the Carillon Mortgage Loan entered into a loan modification agreement (the “Carillon Second Modification Agreement”) with the lender and extended the maturity date of the Carillon Mortgage Loan to June 10, 2024. One 24-month extension option remained available from the original maturity date of April 11, 2024, subject to certain terms and conditions contained in the loan documents. In connection with the Carillon Second Modification Agreement, the borrowing capacity under the Carillon Mortgage Loan was reduced to $94.4 million. The revolving debt outstanding was converted to term debt and the remaining unadvanced portion of the commitment of $16.6 million was permanently cancelled pursuant to the Carillon Second Modification Agreement. In June 2024, the borrower exercised the 24-month extension option, which extended the maturity date of the Carillon Mortgage Loan to April 11, 2026. In connection with the extension, the borrower made a $5.6 million principal payment. Beginning June 1, 2024, the borrower under the Carillon Mortgage Loan is required to make a monthly principal payment in the amount of $112,000.

Through the normal course of operations, the Company has $467.0 million of notes payable maturing and required principal paydowns during the 12-month period from the issuance of these financial statements. Considering the current commercial real estate lending environment and the ongoing required loan paydowns and loan maturity schedule, this raises substantial doubt as to the Company’s ability to continue as a going concern for at least a year from the date of the issuance of these financial statements. In order to refinance, restructure or extend the Company’s maturing debt obligations, the Company has been required to reduce the loan commitments and/or make paydowns on certain loans, and the Company may be required to make additional reductions to loan commitments and paydowns on the loans maturing during the next 12 months in order to refinance, restructure or extend those loans. As a result of reductions in loan commitments and paydowns and the ongoing liquidity needs in the Company’s real estate portfolio, the Company may be required to sell assets into a challenged real estate market in an effort to manage its liquidity needs. Selling real estate assets in the current market may result in a lower sale price than the Company would otherwise obtain. In addition, the Company may continue to evaluate raising capital through the issuance of new equity or debt. The Company may also defer noncontractual expenditures. Additionally, elevated interest rates, reductions in real estate values and future tenant turnover in the portfolio will have a further impact on the Company’s ability to meet loan compliance tests and may further reduce the available liquidity under the Company’s loan agreements. See also, Note 2, “Going Concern.”

During the years ended December 31, 2024, 2023 and 2022, the Company’s interest expense related to notes payable was $126.6 million, $120.5 million and $60.3 million, respectively, which excludes the impact of interest rate swaps and caps put in place to mitigate the Company’s exposure to rising interest rates on its variable rate notes payable. See Note 9, “Derivative Instruments.” Included in interest expense was the amortization of deferred financing costs of $9.5 million, $4.2 million and $3.9 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, $8.6 million and $9.9 million of interest expense were payable, respectively.

The Company’s notes payable contain financial debt covenants. As discussed below under “– Recent Financing Transactions,” in connection with short-term extensions of certain loans, the Company’s lenders have waived certain financial debt covenants. As of December 31, 2024, the Company believes it was in compliance with the debt covenants under its notes payable to the extent those covenants were not waived by the lenders. The Company’s loan agreements contain cross default provisions, including that the failure of one or more of the Company’s subsidiaries to pay debt as it matures under one debt facility may trigger the acceleration of the Company’s indebtedness under other debt facilities. As of December 31, 2024, the Almaden Mortgage Loan, the Modified Portfolio Revolving Loan Facility, the Amended and Restated Portfolio Loan Facility, the 3001 & 3003 Washington Mortgage Loan and the Accenture Tower Loan are subject to cash sweep arrangements, whereby each month the excess cash flow from the properties securing the loan is deposited into a cash management account held for the benefit of the Company’s lenders. Generally, excess cash flow means an amount equal to (a) gross revenues from the properties securing the facility less (b) an amount equal to principal and interest paid with respect to the associated debt facility, operating expenses of the properties securing the facility and in certain cases a limited amount of REIT-level expenses. In certain cases, the Company may request disbursements from the cash management accounts to fund capital or operating shortfalls at the underlying assets. Amounts held in the cash management accounts at each reporting period are included in restricted cash in the accompanying consolidated balance sheets.

On November 3, 2021, certain of the Company’s indirect wholly owned subsidiaries (the “Amended and Restated Portfolio Loan Facility Borrowers”) entered into a loan agreement with Bank of America, N.A., as administrative agent (the “Portfolio Loan Agent”); BofA Securities, Inc., Wells Fargo Securities, LLC and Capital One, National Association as joint lead arrangers and joint book runners; Wells Fargo Bank, N.A., as syndication agent; and each of the financial institutions signatory thereto as lenders (as subsequently modified and amended, the “Amended and Restated Portfolio Loan Facility”). The current lenders under the Amended and Restated Portfolio Loan Facility are Bank of America, N.A.; Wells Fargo Bank, National Association; U.S. Bank, National Association; Capital One, National Association; PNC Bank, National Association; Regions Bank; and Zions Bankcorporation, N.A., DBA California Bank & Trust (together, the “Portfolio Loan Lenders”).

As of December 31, 2024, the aggregate outstanding principal balance of the Amended and Restated Portfolio Loan Facility was approximately $460.9 million, which reflects a pay down on November 15, 2024 of $140.4 million from the net proceeds from the sale of Preston Commons (see Note 5, “Real Estate Dispositions”). Following the release of Preston Commons, the Amended and Restated Portfolio Loan Facility is secured by 60 South Sixth, Sterling Plaza, Towers at Emeryville, Ten Almaden and Town Center (the “Portfolio Loan Properties”).

On February 6, 2024, July 15, 2024, October 11, 2024 and November 22, 2024, the Amended and Restated Portfolio Loan Facility Borrowers entered into loan modification and extension agreements with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “Fourth Extension Agreement,” “Fifth Extension Agreement,” “Sixth Extension Agreement” and “Seventh Extension Agreement,” respectively). Through these short-term extension agreements, as of December 31, 2024, the Amended and Restated Portfolio Loan Facility maturity date had been extended to January 23, 2025.

The Fourth Extension Agreement included, among other requirements, a requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both on or prior to July 15, 2024. The Fifth Extension Agreement extended the capital raise milestone to October 15, 2024 and added additional milestones. The Sixth Extension Agreement waived certain milestones initially included in the Fourth and Fifth Extension Agreements, including the requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both, and required the Company to satisfy other conditions.

The Fourth Extension Agreement provides that 100% of excess cash flow from the Portfolio Loan Properties continues to be deposited monthly into a cash collateral account (the “Cash Sweep Collateral Account”). Funds may not be withdrawn from the Cash Sweep Collateral Account without the prior written consent of the Portfolio Loan Agent, and upon certain events, the Portfolio Loan Agent has the right to withdraw funds from the Cash Sweep Collateral Account. The Fourth Extension Agreement provides that, subject to the requirements contained therein, the Amended and Restated Portfolio Loan Facility Borrowers will be permitted to withdraw funds from the Cash Sweep Collateral Account to pay or reimburse the Amended and Restated Portfolio Loan Facility Borrowers for approved tenant improvements, leasing commissions and capital improvements and for operating shortfalls related to the Portfolio Loan Properties to the extent they occur in any month.

Additionally, the Fourth Extension Agreement provides that a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment following a default under the following loans is delivered to REIT Properties III by U.S. Bank, National Association under (a) the Company’s Credit Facility, (b) the payment guaranty agreement of the Company’s Modified Portfolio Revolving Loan Facility or (c) any other indebtedness of REIT Properties III where the demand made or amount guaranteed is greater than $5.0 million. The Fifth Extension Agreement further provides a default will occur under the Amended and Restated Portfolio Loan Facility if a written demand for payment following a default in accordance with the terms of the respective guaranty is delivered to REIT Properties III by the lenders under the Company’s Almaden Mortgage Loan or the Company’s Park Place Village Mortgage Loan, in each case where the demand made or amount guaranteed is greater than $5.0 million.

The Seventh Extension Agreement required that on or prior to December 19, 2024, the Amended and Restated Portfolio Loan Facility Borrowers and REIT Properties III, as guarantor, enter into a customary mandate letter with the Portfolio Loan Agent under which the Portfolio Loan Agent will agree to pursue credit approval (subject to further diligence review and credit approvals by all Portfolio Loan Lenders, and final documentation satisfactory to all parties in their respective sole and absolute discretion) for a restructuring of the Amended and Restated Portfolio Loan Facility on the terms and conditions to be set forth in a term sheet attached to such mandate letter.

On January 23, 2025, the Amended and Restated Portfolio Loan Facility Borrowers entered into a short-term extension agreement with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “January Extension Agreement”) and extended the maturity date of the Amended and Restated Portfolio Loan Facility to February 6, 2025. On February 6, 2025, the Amended and Restated Portfolio Loan Facility Borrowers entered into an eighth loan modification and extension agreement with the Portfolio Loan Agent and the Portfolio Loan Lenders (the “Eighth Extension Agreement”). See Note 14, “Subsequent Events – Eighth Modification of the Amended and Restated Portfolio Loan Facility,” for information regarding the January Extension Agreement and the Eighth Extension Agreement, which extended the maturity date of the Amended and Restated Portfolio Loan Facility to January 22, 2027, among other modifications.

On October 17, 2018, certain of the Company’s indirect wholly owned subsidiaries (the “Modified Portfolio Revolving Loan Borrowers”) entered into a loan facility (as subsequently modified and amended, the “Modified Portfolio Revolving Loan Facility”) with U.S. Bank National Association, as administrative agent (the “Modified Portfolio Revolving Loan Agent”). The current lenders under the Modified Portfolio Revolving Loan Facility are U.S. Bank National Association, Regions Bank, Citizens Bank, City National Bank and Associated Bank, National Association (the “Modified Portfolio Revolving Loan Lenders”).

On February 21, 2024, in connection with the disposition of the McEwen Building and pursuant to the Third Modification Agreement (defined below), the Modified Portfolio Revolving Loan Borrowers paid the Modified Portfolio Revolving Loan Agent the net sales proceeds from the sale of the McEwen Building (“Required McEwen Payment”) of $46.2 million, which amount was applied to reduce the outstanding principal amount of the Modified Portfolio Revolving Loan Facility to $203.0 million, and the McEwen Building was released as security for the Modified Portfolio Revolving Loan Facility. Notwithstanding the Required McEwen Payment, the Third Modification Agreement allows the Company to draw back a portion of the loan payment through the holdbacks described below, providing additional liquidity to the Company to fund capital needs in the portfolio. Following the release of the McEwen Building, the Modified Portfolio Revolving Loan Facility is secured by 515 Congress, Gateway Tech Center and 201 17th Street (the “Modified Portfolio Revolving Loan Properties”).

(iii) the revolving portion of the facility is converted into non-revolving debt, the accordion option is eliminated (whereby the Modified Portfolio Revolving Loan Borrowers previously had the ability to request that the commitment be increased subject to the Modified Portfolio Revolving Loan Lenders’ consent and certain additional conditions), and the revolving portion of the Modified Portfolio Revolving Loan Facility and the rights of the Modified Portfolio Revolving Loan Borrowers to reborrow debt under the loan once it has been paid is eliminated,

As a result of the release of the McEwen Building, the Third Modification Agreement allows the Company to draw back a portion of the amount of the loan paydown from the McEwen Building sale proceeds through holdbacks on the Modified Portfolio Revolving Loan Facility, consisting of (i) a holdback for the payment of, or reimbursement of the Modified Portfolio Revolving Loan Borrowers’ payment of, tenant improvements, leasing commissions and capital expenditures related to the Modified Portfolio Revolving Loan Properties equal to $10.0 million and (ii) a holdback for the payment of, or reimbursement of REIT Properties III’s (the “Guarantor”) and/or its subsidiaries’ payment of, tenant improvements, leasing commissions and capital expenditures for real property and related improvements owned directly or indirectly by the Guarantor in an amount equal to $6.2 million. Disbursements of the holdback amounts are subject to the conditions of the Third Modification Agreement. In the event of disbursements of the holdback amounts, such advances by the Modified Portfolio Revolving Loan Lenders will increase the aggregate principal commitment under the Modified Portfolio Revolving Loan Facility. As of December 31, 2024, $6.7 million of the holdbacks on the Modified Portfolio Revolving Loan Facility are available for future disbursement, subject to the conditions of the Third Modification Agreement.

Also as a result of the release of the McEwen Building, the Third Modification Agreement provides that excess cash flow from the Modified Portfolio Revolving Loan Properties be deposited monthly into an interest-bearing account held by the Modified Portfolio Revolving Loan Agent for the benefit of the Modified Portfolio Revolving Loan Lenders (“Cash Management Account”). So long as no default exists under the Modified Portfolio Revolving Loan Facility and subject to the terms and conditions in the Third Modification Agreement, the Modified Portfolio Revolving Loan Borrowers may request disbursement from the Cash Management Account for the payment of debt service payments (including the quarterly principal payments) and other payments due under the loan, for tenant improvements, leasing commissions, capital expenditures and other operating shortfalls and for certain REIT-level expenses. The Modified Portfolio Revolving Loan Agent has the sole right to make withdrawals from the Cash Management Account.

In connection with the Third Modification Agreement, the Guarantor and the Modified Portfolio Revolving Loan Lenders also agreed to amendments to the Guarantor’s financial covenants (increasing the allowed leverage ratio and reducing the required earnings to fixed charges ratios). The Third Modification Agreement provides that disbursements of the holdback amounts and withdrawals from the Cash Management Account are subject to compliance with the above referenced amended Guarantor financial covenants and other covenants that require the Modified Portfolio Revolving Loan Properties to satisfy certain leverage and debt service coverage ratios and that the Modified Portfolio Revolving Loan Agent may demand a pay down of the outstanding principal balance of the loan to the extent of noncompliance with such covenants.

On May 10, 2024, July 30, 2024, November 5, 2024, November 15, 2024 and November 22, 2024, the Credit Facility Borrower entered into modification agreements with the Credit Facility Agent and Credit Facility Lenders (the “Credit Facility Second Modification Agreement,” “Credit Facility Third Modification Agreement,” “Credit Facility Fourth Modification Agreement,” “Credit Facility Fifth Modification Agreement” and “Credit Facility Sixth Modification Agreement,” respectively). Through these modification agreements, the Credit Facility maturity date was extended to the earliest to occur of (i) September 30, 2027 and (ii) the date on which the aggregate commitment under the facility is reduced to zero or is otherwise terminated.

Pursuant to the Credit Facility Second Modification Agreement, the Credit Facility Third Modification Agreement, the Credit Facility Fourth Modification Agreement and the Credit Facility Fifth Modification Agreement, the Credit Facility Agent and Credit Facility Lenders waived the requirement for the Credit Facility Borrower to comply with the maximum leverage ratio, minimum consolidated net worth requirement, minimum fixed charges coverage ratio and minimum liquidity requirement from December 31, 2023 through the then current maturity date. The Credit Facility Sixth Modification Agreement requires the Credit Facility Borrower to satisfy the EBITDA to interest charges ratio covenant, commencing with the December 31, 2024 calendar quarter reporting period.

The Credit Facility Third Modification Agreement also included, among other requirements, a requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both on or prior to October 15, 2024. In October 2024, the Credit Facility Agent and Credit Facility Lenders waived certain requirements initially included in the Credit Facility Third Modification Agreement, including the requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both, and requires the Company to satisfy other conditions.

The Credit Facility Sixth Modification Agreement restricts the timing and amount of asset management fees and disposition fees that may be paid to the Advisor with respect to certain properties. See the discussion of the Subordination Agreement under Note 3, “Summary of Significant Accounting Policies – Related Party Transactions.” The Credit Facility Sixth Modification Agreement also limits the amount of REIT-level general and administrative expenses that can be paid from the following properties: Carillon, 515 Congress, Gateway Tech Center, 201 17th Street and Accenture Tower. Other than payments for these permitted fees and expenses, no dividends or distributions may be made from these properties up to the Company without the prior written consent of the Credit Facility Lenders. Notwithstanding the foregoing, during the existence of any event of default under the Credit Facility, the Credit Facility Borrower will not and will not permit any of its subsidiaries to make any payments of dividends or distributions up to the Company other than, and with the consent of the Credit Facility Agent, as necessary for the Company to maintain its status as a REIT for federal income tax purposes and to avoid any liability for federal and state income or excise taxes.

The Credit Facility Sixth Modification Agreement modified the required pledges under the Credit Facility. The Credit Facility Sixth Modification Agreement required the Company to cause the equity interests of certain of the Company’s subsidiaries (and all proceeds therefrom) that (i) directly and indirectly own 515 Congress, 201 17th Street and Gateway Tech Center and (ii) indirectly own Park Place Village, to be pledged to the Credit Facility Lenders as security for all of the Credit Facility Borrower’s obligations under the Credit Facility. Notwithstanding the foregoing, the pledges of equity interests in the subsidiaries that indirectly own Park Place Village will be released upon the Credit Facility Borrower’s $25.4 million pay down of the Credit Facility on or before December 31, 2025, pursuant to the milestones discussed above. Additionally, pursuant to the Credit Facility Sixth Modification Agreement and 3001 & 3003 Washington Mortgage Loan Fifth Modification, the Company caused the pledge of the equity interests of certain of the Company’s subsidiaries (and all proceeds therefrom) that directly and indirectly own Carillon to be pledged to the Credit Facility Lenders and the 3001 & 3003 Washington Lender as security for all of the Credit Facility Borrower’s and 3001 & 3003 Washington Borrowers’ obligations under the Credit Facility and the 3001 & 3003 Washington Mortgage Loan, respectively.

Each of the pledge agreements (a) contain restrictions on (1) the respective pledgor’s ability to pay asset management fees to the Advisor and (2) the amount of REIT-level general and administrative expenses that may be distributed by the pledgor to the Company and (b) require either all or a portion, as applicable, of the net sale proceeds from the sales of 515 Congress, 201 17th Street, Gateway Tech Center, Park Place Village and Carillon to be used to reduce the Credit Facility Borrower’s obligations under the Credit Facility (and with respect to the Carillon Pledge, a portion will also be used to reduce the 3001 & 3003 Washington Borrowers’ obligations under the 3001 & 3003 Washington Mortgage Loan).

The Sixth Modification Agreement provides that (a) an event of default will occur under the Credit Facility upon the occurrence of an event of default under any credit facility for which the Credit Facility Borrower is a guarantor (other than non-recourse carveouts) and (b) the occurrence of a default or event of default (after any required notice or cure period, if applicable) under the Modified Portfolio Revolving Loan Facility, the Park Place Village Mortgage Loan or the Carillon Mortgage Loan will cause an event of default under the Credit Facility and the related pledges. Pursuant to the Carillon pledge, the occurrence of a default or event of default (after any required notice, cure or standstill period, as applicable) under the Credit Facility or 3001 & 3003 Washington Mortgage Loan will cause a default under the Carillon pledge, resulting in cross-defaults under the Credit Facility and 3001 & 3003 Washington Mortgage Loan. Further, the Credit Facility Sixth Modification Agreement provides that an event of default will occur under the Credit Facility upon the occurrence of a default or event of default under any pledge agreement required by the Credit Facility or the Subordination Agreement.

On August 23, 2024, the 3001 & 3003 Washington Borrowers and REIT Properties III entered into the fourth modification and extension agreement of the 3001 & 3003 Washington Mortgage Loan with the 3001 & 3003 Washington Lender (the “3001 & 3003 Washington Fourth Extension Agreement”). Pursuant to the 3001 & 3003 Washington Fourth Extension Agreement, the 3001 & 3003 Washington Lender agreed to extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to November 6, 2024. The 3001 & 3003 Washington Fourth Extension Agreement also included, among other requirements, a requirement for the Company to raise not less than $100,000,000 in new equity, debt or a combination of both on or prior to October 15, 2024.

On November 6, 2024, the 3001 & 3003 Washington Borrowers and REIT Properties III entered into the fifth modification and extension agreement of the 3001 & 3003 Washington Mortgage Loan with the 3001 & 3003 Washington Lender (the “3001 & 3003 Washington Mortgage Loan Fifth Modification”). Pursuant to the 3001 & 3003 Washington Mortgage Loan Fifth Modification, the 3001 & 3003 Washington Lender agreed to extend the maturity date of the 3001 & 3003 Washington Mortgage Loan to May 6, 2026. Additionally, pursuant to the 3001 & 3003 Washington Mortgage Loan Fifth Modification, effective November 6, 2024, the 3001 & 3003 Washington Mortgage Loan bears interest at one-month Term SOFR plus 290 basis points plus a SOFR margin adjustment of 10 basis points and monthly payments are interest only.

The 3001 & 3003 Washington Mortgage Loan Fifth Modification requires that 100% of excess cash flow from 3001 Washington Boulevard and 3003 Washington Boulevard be deposited monthly into a cash collateral account (the “3001 & 3003 Washington Cash Sweep Collateral Account”). Funds may not be withdrawn from the 3001 & 3003 Washington Cash Sweep Collateral Account without the prior written consent of the 3001 & 3003 Washington Lender. The 3001 & 3003 Washington Mortgage Loan Fifth Modification provides that, subject to the requirements contained therein, the 3001 & 3003 Washington Borrowers will be permitted to withdraw funds from the 3001 & 3003 Washington Cash Sweep Collateral Account to pay or reimburse the 3001 & 3003 Washington Borrowers for approved tenant improvements, leasing commissions and capital improvements and for operating shortfalls related to the Washington Properties to the extent they occur in any month. Additionally, to the extent the 3001 & 3003 Washington Borrowers do not meet certain conditions, the 3001 & 3003 Washington Lender has the right to withdraw funds from the 3001 & 3003 Washington Cash Sweep Collateral Account and apply such funds to any due and payable obligations of the 3001 & 3003 Washington Borrowers.

On November 2, 2020, the Company, through an indirect wholly owned subsidiary (the “Accenture Tower Borrower”), entered into a loan facility with U.S. Bank, National Association, as administrative agent (the “Accenture Tower Agent”), joint lead arranger and co-book runner; Bank of America, N.A., as syndication agent, joint lead arranger and co-book runner; and each of the financial institutions signatory thereto as lenders (as amended and modified, the “Accenture Tower Loan”). The current lenders under the Accenture Tower Loan are U.S. Bank, National Association, Bank of America, N.A., Deutsche Pfandbriefbank AG and the National Bank of Kuwait S.A.K.P. Grand Cayman Branch (the “Accenture Tower Lenders”). The Accenture Tower Loan is secured by Accenture Tower.

On November 1, 2024, December 9, 2024, December 12, 2024 and December 18, 2024, the Company, through the Accenture Tower Borrower, entered into agreements with the Accenture Tower Lenders to modify and extend the Accenture Tower Loan. Through these modification and extension agreements, the Accenture Tower Loan maturity date was extended to December 20, 2024. Pursuant to these modification and extension agreements, the Accenture Tower Agent and the Accenture Tower Lenders waived the requirement for REIT Properties III as guarantor to satisfy the net worth covenant, the leverage ratio covenant and the EBITDA to fixed charges ratio covenant for all periods following November 1, 2024 through the then current maturity date.

On December 20, 2024, the Company, through the Accenture Tower Borrower, entered into a fourth modification agreement with the Accenture Tower Lenders (the “Accenture Tower Fourth Modification Agreement”). Pursuant to the Accenture Tower Fourth Modification Agreement, the Accenture Tower Lenders agreed to extend the maturity date of the Accenture Tower Loan to November 2, 2026, with an additional 12-month extension option available pursuant to the loan agreement, subject to certain terms and conditions contained in the loan documents.

The Accenture Tower Fourth Modification Agreement converted all of the outstanding indebtedness under the Accenture Tower Loan into non-revolving, term debt and provides that any future funding advanced under the loan will be non-revolving, term debt. Pursuant to the Accenture Tower Fourth Modification Agreement, the aggregate commitment under the Accenture Tower Loan was increased to $322.0 million, consisting of the then-outstanding principal balance of $306.0 million and $16.0 million of new funding (“New Availability”) that may be advanced in accordance with, and subject to the terms and conditions of, the Accenture Tower Fourth Modification Agreement. Subject to the terms and conditions in the Accenture Tower Fourth Modification Agreement, proceeds from the New Availability may be used solely for approved tenant improvements, leasing commissions and capital improvement costs, certain approved monthly operating shortfall amounts at Accenture Tower, taxes and insurance attributable to Accenture Tower, or other capital expenditures related to Accenture Tower, and the New Funding is only available to the extent there are not sufficient funds available from the Cash Sweep Collateral Account (defined below). As of December 31, 2024, the outstanding principal balance of the Accenture Tower Loan was $307.1 million and $14.9 million of New Availability on the Accenture Tower Loan was available for future disbursement, subject to the conditions of the Accenture Tower Fourth Modification Agreement.

The Accenture Tower Fourth Modification Agreement requires that 100% of excess cash flow (the “Accenture Tower Excess Cash Flow”) from Accenture Tower be deposited monthly into a cash collateral account maintained with the Accenture Tower Agent in the name of the Accenture Tower Borrower (the “Cash Sweep Collateral Account”). Funds may not be withdrawn from the Cash Sweep Collateral Account without the prior written consent of the Accenture Tower Agent. So long as no default exists under the Accenture Tower Loan and subject to the terms and conditions in the Accenture Tower Fourth Modification Agreement, the Accenture Tower Borrower will be permitted to withdraw funds from the Cash Sweep Collateral Account for the payment or reimbursement of (i) approved tenant improvements, leasing commissions and capital improvement costs, (ii) monthly operating shortfall amounts at Accenture Tower, (iii) taxes and insurance attributable to Accenture Tower and (iv) certain other cash flow needs of the Accenture Tower Borrower. Upon the occurrence and during the continuance of a default and on the maturity date, the Accenture Tower Agent has the right to withdraw funds from the Cash Sweep Collateral Account and/or other required accounts and apply such funds to any due and payable obligations of the Accenture Tower Borrower.

The Accenture Tower Fourth Modification Agreement restricts the Accenture Tower Borrower, REIT Properties III, the Operating Partnership and the Company from making Restricted Payments (as defined below) without the prior consent of the required Accenture Tower Lenders. Notwithstanding the foregoing, (i) the Company may pay the Advisor 90% of the asset management fees associated with Accenture Tower (“Permitted Asset Management Fees”) (with the remaining 10% of the asset management fees associated with Accenture Tower being deferred until the Accenture Tower Borrower has paid in full its obligations under the Accenture Tower Loan) and (ii) the Accenture Tower Borrower may distribute to the Company certain REIT-level general and administrative expenses allocated to Accenture Tower, provided that in each case no such payments may be made without the consent of the required Accenture Tower Lenders during the occurrence and continuance of a noticed default that has not been cured or waived, if the Accenture Tower Agent has delivered to the Accenture Tower Borrower a reservation of rights or similar letter relating to a default that has not be waived or if the Accenture Tower Agent determines a monthly operating shortfall exists at Accenture Tower. Further, provided no event of default exists, REIT Properties III, the Operating Partnership and the Company may make Restricted Payments as necessary for the Company to maintain its status as a real estate investment trust for federal income tax purposes and to avoid any liability for federal and state income or excise taxes. “Restricted Payments” include (a) any distribution, dividend or redemption with respect to any equity interests in the Accenture Tower Borrower or the direct or indirect owners of the Accenture Tower Borrower, (b) any payment on account of the purchase, redemption, cancellation or termination of any equity interests in the Accenture Tower Borrower or the direct or indirect owners of the Accenture Tower Borrower or any option, warrant or other right to acquire any equity interest in the Accenture Tower Borrower or any direct or indirect owners of Accenture Tower Borrower, or (c) any other payment by the Accenture Tower Borrower to (i) its direct or indirect owners or (ii) any person that controls the Accenture Tower Borrower including, without limitation, the payment of any asset management fees or general or administrative expenses, provided that asset management fees and REIT-level general and administrative costs and expenses allocable to properties other than Accenture Tower may be paid using sources other than those derived from Accenture Tower.

Additionally, the Accenture Tower Fourth Modification Agreement provides that a default will occur under the Accenture Tower Loan (i) if a written demand for payment following a default is delivered to REIT Properties III and not paid when due under (a) any loan facility under which REIT Properties III is a guarantor or borrower or (b) any other indebtedness of REIT Properties III where the demand made is greater than $5.0 million and the required Accenture Tower Lenders elect to call a default or (ii) if any pledge documents are entered into with respect to the membership interests of the Accenture Tower Borrower or its direct owner that are not in compliance with the terms and conditions of the Accenture Tower Fourth Modification Agreement.