8-K

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): April 17, 2017

PARKWAY, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-37819	61-1796261
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

San Felipe Plaza 5847 San Felipe Street, Suite 2200, Houston, Texas	77057
(Address of Principal Executive Offices)	(Zip code)

(346) 200-3100

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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))

Item 1.01. Entry into a Material Definitive Agreement

Greenway Joint Venture Agreement

On April 17, 2017, Parkway, Inc. (the “Company”), through its subsidiaries, entered into a joint venture agreement with respect to the previously announced joint venture for its Greenway Plaza and Phoenix Tower properties (together, the “Greenway Properties”). This agreement – the Amended and Restated Limited Partnership Agreement (the “Joint Venture Agreement”) of GWP JV Limited Partnership (the “Joint Venture”), dated April 17, 2017, with an affiliate of Canada Pension Plan Investment Board (“CPPIB”) and an entity controlled by TH Real Estate Global Asset Management and Silverpeak Real Estate Partners (“TIAA/SP”) (CPPIB and TIAA/SP are referred to each as an “Investor” and together as the “Investors”) – was entered into on April 17, 2017 in connection with the initial closing of the sale of an interest in the Company’s Greenway Properties to the Investors, as discussed further in Item 2.01 below. The Company, through its subsidiaries, now owns a 51% indirect interest in the Greenway Properties (with 1% being held by a subsidiary acting as the general partner of the Joint Venture and 50% being held by a subsidiary acting as a limited partner of the Joint Venture), and each of CPPIB and TIAA/SP owns a 24.5% indirect interest in the Greenway Properties as a limited partner of the Joint Venture.

The Joint Venture Agreement provides for a subsidiary of Parkway Operating Partnership LP, the Company’s operating partnership (the “Operating Partnership”), to serve as general partner and be responsible for the day-to-day business and affairs of the Joint Venture, subject to certain “major decision” approval rights of the Investors (which include, but are not limited to, liquidation or merger of the Joint Venture, selling joint venture assets, amendment of the Joint Venture Agreement, entry into certain material contracts, including debt documents, making certain expenditures and other major actions). The Investors also have the ability to remove the Operating Partnership’s subsidiary as general partner following certain defaults by the Operating Partnership’s subsidiaries under the Joint Venture Agreement, including, among other things, for failure to fund their portion of capital calls in the amount of $20 million or more in the aggregate.

The Joint Venture Agreement includes provisions permitting the general partner to make certain mandatory capital calls, including for payment of certain approved or budgeted expenses, together with remedies for the failure of any partner to fund its portion of a capital call, including the right of non-defaulting partners to fund the deficiency amount by providing an interest bearing loan. Any capital call relating to certain liabilities specifically retained by the Operating Partnership pursuant to the Contribution Agreement (as defined herein) must be funded 100% by the Operating Partnership. Distributions of available cash under the Joint Venture Agreement generally will be made quarterly on a pro rata basis.

The Joint Venture Agreement also provides the partners with a right of first offer (“ROFO”). Under this right, each partner may trigger an “interest sale” ROFO process at any time pursuant to which the other partners may either acquire the triggering partner’s interest in the Joint Venture or permit the triggering partner to sell its interest to a third party. In addition, the Operating Partnership, through its subsidiaries, or the Investors, acting together, may trigger an “asset sale” ROFO at any time pursuant to which the general partner of the joint venture must pursue a sale of all or substantially all of the Joint Venture’s assets for not less than a specified amount based on a third-party valuation. An Investor acting alone may not trigger an asset sale ROFO until the third anniversary of the date of the Joint Venture Agreement.

The Joint Venture Agreement also includes co-investment rights in favor of the Investors through the third anniversary of the date of the agreement. These co-investment rights require the Company to permit the Investors to co-invest (in some cases, up to 49% in the aggregate) in certain opportunities that may be pursued by the Company or its affiliates within the greater Houston metropolitan area (as defined in the Joint Venture Agreement). These opportunities include the Company seeking additional investors above certain thresholds with respect to other greater Houston metropolitan area assets of the Company or with respect to the Company’s acquisition or financing of other commercial office properties, office building development sites or parking garages located in the greater Houston metropolitan area. No Investor will have any further co-investment rights after it has invested an aggregate of $500 million (which includes its investment in the Joint Venture).

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In connection with formation of the Joint Venture, the Joint Venture formed GWP JV Holdings, LLC (the “Subsidiary REIT”) as a subsidiary of the Joint Venture to hold the Greenway Properties, which will elect to be taxed as a real estate investment trust for federal income taxes purposes commencing with its taxable year ending December 31, 2017. The Joint Venture holds the Greenway Properties indirectly through its interest in the Subsidiary REIT. In connection with the execution of the Joint Venture Agreement, the Operating Partnership (through its subsidiary that serves as general partner of the Joint Venture) and the Joint Venture entered into the Amended and Restated Limited Liability Company Agreement of GWP JV Holdings, LLC dated April 17, 2017. This agreement provides that the Subsidiary REIT is governed by a board of directors consisting of five directors. The board of directors is responsible for the day-to-day business and affairs of the Subsidiary REIT and acts by majority vote, provided that certain “major decisions” (including actions that constitute Joint Venture major decisions, as well as certain other major actions such as sales of assets, entering into certain major leases and debt agreements, approval of annual budgets and establishing certain reserves, among other things) require the unanimous approval of the board. Pursuant to the Joint Venture Agreement, the Company is entitled to name three directors to the Subsidiary REIT’s board, and each of the Investors is entitled to name one director to the Subsidiary REIT’s board.

The foregoing description of the Joint Venture Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Joint Venture Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Omnibus Direction Agreement

On April 17, 2017, the Company, through the Operating Partnership and certain other subsidiaries, entered into an Omnibus Direction Agreement (the “Direction Agreement”) with an affiliate of CPPIB and an entity controlled by TIAA/SP. The Direction Agreement amends certain terms of the Omnibus Contribution and Partial Interest Assignment Agreement (the “Contribution Agreement”), dated February 17, 2017, among the Operating Partnership, certain of the Company’s other subsidiaries, an affiliate of CPPIB and an entity controlled by TIAA/SP, related to the procedures for contributing the interests in the Greenway Properties to the Joint Venture. The Company completed the contribution of the Greenway Properties on April 20, 2017, as described in Item 2.01 below.

The foregoing description of the Direction Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Direction Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

New Greenway Mortgage Loan

On April 17, 2017, in connection with execution of the Joint Venture Agreement, certain subsidiaries of the Joint Venture (collectively, the “Borrowers”) entered into a loan agreement (the “Loan Agreement”) with Goldman Sachs Mortgage Company (“Lender”).

The Loan Agreement provides for a loan in the original principal amount of $465,000,000 (the “Loan”) to the Borrowers, which was fully funded at the initial closing of the Joint Venture on April 17, 2017. The Operating Partnership used the proceeds of the Loan to (i) repay all amounts outstanding under the Company’s current Credit Agreement, dated as of October 6, 2016, by and among the Operating Partnership, as Borrower, the Company, the financial institutions party thereto and their assignees, as lenders, and Bank of America, N.A., as Administrative Agent, Wells Fargo Bank, National Association, as Syndication Agent, and JPMorgan Chase Bank, N.A., Citizens Bank, National Association, and KeyBank National Association, as Co-Documentation Agents (the “Credit Agreement”), and (ii) to fund a credit to the Joint Venture with respect to certain outstanding contractual lease obligations and in-process capital expenditures.

The Loan has a term of five years, maturing on May 6, 2022, and bears interest at a rate of 3.753% per annum. The Loan is secured by, among other things, a first priority mortgage lien against the Borrowers’ fee simple interest in the Greenway Properties (other than the Phoenix Tower property).

The Borrowers are permitted to voluntarily prepay the Loan in whole, but not in part, during a prepayment period beginning May 6, 2020 through the maturity date without any yield maintenance charge. In addition, the

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Loan Agreement provides for mandatory prepayment in certain circumstances such as casualty and condemnation without a yield maintenance charge. At any time after a lockout period beginning from the date of closing of the Loan to the earlier of two years following securitization of the Loan or three years after closing of the Loan, the Borrowers may cause the full release of the Greenway Properties that secure the Loan from the lien of the Loan by providing satisfactory defeasance collateral that is sufficient to meet the payment obligations set forth in the Loan Agreement. Alternatively, at any time after the lockout period, in connection with an arm’s length sale of certain parcels of the Greenway Properties that secure the Loan, the Borrowers may release certain portions of the collateral by providing substitute, defeasance collateral to the Lender in specific amounts allocated to the parcels to be released, provided other conditions are satisfied, including that certain debt service coverage ratios are met after giving effect to such release.

The Loan is non-recourse, subject to customary carveouts, with the Operating Partnership acting as the nonrecourse guarantor pursuant to a Guaranty, dated as of April 17, 2017, by the Operating Partnership in favor of Lender (the “Guaranty”). The Lender, the Borrowers and certain affiliates of the Borrowers, also entered into customary ancillary loan documents.

The Loan Agreement includes customary representations and warranties of the Borrowers. The Loan Agreement also includes customary events of default, the occurrence of which, following any applicable grace period, would permit the Lender to, among other things, declare the principal, accrued interest and other obligations of the Borrowers under the Loan Agreement to be immediately due and payable and foreclose on the collateral securing the Loan, including the Greenway Plaza property.

The foregoing description of the Loan Agreement and the Guaranty does not purport to be complete, and is qualified in its entirety by reference to the full text of the Loan Agreement and the Guaranty, copies of which are attached hereto as Exhibits 10.2 and 10.3 and are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement

On April 17, 2017, in connection with entering into the Loan Agreement described in Item 1.01 above, the Company terminated and repaid in full, as applicable (i) the Credit Agreement and (ii) the Guaranty, dated as of October 6, 2016, by the Company, Parkway Properties General Partners, Inc., Parkway Properties LP and certain subsidiaries of the Operating Partnership in favor of Bank of America, N.A., as Administrative Agent. The Credit Agreement provided for a three-year, $100 million senior secured revolving credit facility and a three-year, $350 million senior secured term loan facility, which term loan had been fully funded. The revolving credit facility and the senior secured term loan facility were scheduled to mature by their terms on October 6, 2019.

The Company repaid in full all amounts outstanding under the Credit Agreement with the proceeds from the Loan. No early termination penalties were incurred as a result of the termination. The Credit Agreement and Guaranty were filed as Exhibits 10.29 and 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

Item 2.01. Completion of Acquisition or Disposition of Assets

On April 20, 2017, the Company completed the previously announced sale of an aggregate 49% interest in the Greenway Properties pursuant to the Contribution Agreement. As a result, the Company, through the Joint Venture, now owns a 51% indirect interest in the Greenway Properties (with 1% being held by a subsidiary acting as the general partner of the Joint Venture and 50% being held by a subsidiary acting as a limited partner of the Joint Venture) and each of CPPIB and TIAA/SP now owns a 24.5% interest. TIAA/SP acquired its aggregate percentage interest in two tranches over a three business day period. The Greenway Properties together constitute an approximately 5.0 million square foot campus consisting of 11 office properties located in the Greenway submarket of Houston, Texas.

At closing of the transaction, the Operating Partnership contributed all of its direct and indirect interests in the Greenway Properties to the Joint Venture and subsequently sold an aggregate 49% limited partnership interest in the Joint Venture to the Investors. In exchange for their respective limited partnership interests in the Joint Venture, each of CPPIB and TIAA/SP paid to the Operating Partnership an aggregate of approximately $105.8 million in cash,

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which was the result of the stated purchase price of 24.5% of the agreed gross asset value of the Greenway Properties of $1.045 billion adjusted pursuant to certain adjustments set forth in the Contribution Agreement, including adjustments for the amount of the Loan, the assumption of the Phoenix Tower mortgage loan by the Joint Venture, closing costs, certain lease obligations and capital expenditures.

In addition to the Joint Venture Agreement, in connection with the closing, the Company, through one of its subsidiaries, entered into property management, leasing and services agreements with subsidiaries of the Joint Venture pursuant to which the Company, through its subsidiary, will act as property manager, leasing agent and construction manager of the Joint Venture’s properties in exchange for specified property management, leasing and construction management fees.

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

The information provided in Item 1.01 of this Current Report on Form 8-K related to the Loan Agreement is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On April 20, 2017, the Company issued a press release announcing the closing of the sale of the 49% interest in the Greenway Properties to the Investors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibit 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma combined financial statements of the Company as of and for the year ended December 31, 2016 are filed herewith as Exhibit 99.2 and are incorporated by reference herein.

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(d) Exhibits.

Exhibit No.	Description
2.1	Omnibus Direction Agreement, dated as of April 17, 2017, by and among Parkway Operating Partnership LP, each of the entities listed on Exhibit A attached thereto, Permian Investor LP, and CPPIB US RE-A, Inc.
10.1	Amended and Restated Limited Partnership Agreement of GWP JV Limited Partnership dated as of April 17, 2017.
10.2	Loan Agreement dated as of April 17, 2017, between Goldman Sachs Mortgage Company, as Lender, and GWP North Richmond, LLC, GWP Eight Twelve, LLC, GWP West, LLC, GWP Richmond Avenue, LLC, GWP Central Plant, LLC, GWP Nine, LLC, GWP Edloe Parking, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP East, LLC and GWP 3800 Buffalo Speedway, LLC.
10.3	Guaranty, dated as of April 17, 2017, by Parkway Operating Partnership LP in favor of Goldman Sachs Mortgage Company.
99.1	Press Release issued April 20, 2017.
99.2	Unaudited pro forma combined financial statements of Parkway, Inc. as of and for the year ended December 31, 2016.

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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.

Date: April 20, 2017	PARKWAY, INC.
	BY:	/s/ A. Noni Holmes-Kidd
		A. Noni Holmes-Kidd
		Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
2.1	Omnibus Direction Agreement, dated as of April 17, 2017, by and among Parkway Operating Partnership LP, each of the entities listed on Exhibit A attached thereto, Permian Investor LP, and CPPIB US RE-A, Inc.
10.1	Amended and Restated Limited Partnership Agreement of GWP JV Limited Partnership dated as of April 17, 2017.
10.2	Loan Agreement dated as of April 17, 2017, between Goldman Sachs Mortgage Company, as Lender, and GWP North Richmond, LLC, GWP Eight Twelve, LLC, GWP West, LLC, GWP Richmond Avenue, LLC, GWP Central Plant, LLC, GWP Nine, LLC, GWP Edloe Parking, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP East, LLC and GWP 3800 Buffalo Speedway, LLC.
10.3	Guaranty, dated as of April 17, 2017, by Parkway Operating Partnership LP in favor of Goldman Sachs Mortgage Company.
99.1	Press Release issued April 20, 2017.
99.2	Unaudited pro forma combined financial statements of Parkway, Inc. as of and for the year ended December 31, 2016.

EX-2.1

Exhibit 2.1

OMNIBUS DIRECTION AGREEMENT

THIS OMNIBUS DIRECTION AGREEMENT (this “Direction Agreement”) is made this 17th day of April, 2017, by and among: (a) Parkway Operating Partnership, LP (“POPLP”); (b) each of the entities listed on Exhibit A attached hereto (each a “Contribution Entity” and collectively, the “Contribution Entities”); (c) Permian Investor LP (“TIAA/SP”); and (d) CPPIB US RE-A, Inc (“CPPIB”, and together with POPLP, the Contribution Entities and TIAA/SP, the “Parties”).

WITNESSETH:

WHEREAS, the Parties are parties to that certain Omnibus Contribution and Partial Interest Assignment Agreement dated as of February 17, 2017 (the “Contribution Agreement”).

WHEREAS, the Contribution Agreement contemplates, among other things, that prior to the Closing Date (all capitalized terms used herein and not defined have the meaning provided for in the Contribution Agreement): (a) POPLP will form PKY GWP JV GP, LLC (“PKY/GP”) and PKY GWP JV LP, LLC (“PKY/LP”); (b) PKY/GP and PKY/LP will form the Company; (c) the Company will form Holdco; (d) Holdco will form the Phoenix Propco and Mezzco; and (e) Mezzco will form the Propcos (collectively, the “Mezz Propcos”) shown on Exhibit B attached hereto.

WHEREAS, the Contribution Agreement also contemplates, among other things, that (a) on the Closing Date: (i) POPLP will cause each Contribution Entity to contribute the Contribution Assets owned by such Contribution Entity to the Company; (ii) the Company will contribute all such Contribution Assets to Holdco; (iii) Holdco will contribute the Phoenix Assets to the Phoenix Propco; (iv) Holdco will contribute all remaining Contribution Assets (i.e., all Contribution Assets other than the Phoenix Assets) to Mezzco; (v) Mezzco will contribute all remaining Contribution Assets to the applicable Mezz Propcos; (vi) PKY/LP will assign the Class C-1 Interest to TIAA/SP in consideration of the Class C-1 Interest Assignment Consideration Amount; and (vii) PKY/LP will assign the Class D Interest to CPPIB in consideration of the Class D Interest Assignment Consideration Amount and (b) after the CBT Election Date, PKY/LP will assign the Class C-2 Interest to TIAA/SP in consideration of the Class C-2 Interest Assignment Consideration.

WHEREAS, in anticipation of the Closing: (a) POPLP has formed PKY/GP and PKY/LP; (b) PKY/GP and PKY/LP have formed the Company; (c) the Company has formed Holdco; (d) Holdco has formed the Phoenix Propco and Mezzco; and (e) Mezzco has formed the Mezz Propcos.

WHEREAS, in anticipation of the Closing, the Parties desire, among other things, to simplify the process by which the contribution of the Contribution Assets to the Propcos is to accomplished, without any modification to the substance of the Contribution Agreement, by having each Contribution Entity contribute the Contribution Assets owned by such Contribution Entity directly to the applicable Propco as provided for herein.

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NOW THEREFORE, the Parties agree to the following:

1. Amendment to Contribution Agreement. The Parties agree that this Direction Agreement constitutes an amendment to the Contribution Agreement as provided for in Section 15.02 of the Contribution Agreement.

2. New Step Plan.

(a) Notwithstanding anything to the contrary contained in the Contribution Agreement, subject to and in accordance with the terms of the Contribution Agreement, on the Closing Date:

i. The Company shall be (and is hereby) deemed to have directed the Phoenix Entity to contribute the Phoenix Assets as directed by Holdco rather than to the Company.

ii. Holdco shall be (and is hereby) deemed to have directed the Phoenix Entity to contribute the Phoenix Assets directly to the Phoenix Entity rather than to Holdco.

iii. The Company shall be (and is hereby) deemed to have directed each other Contribution Entity to contribute the Contribution Assets owned by each such other Contribution Entity as directed by Holdco rather than to the Company.

iv. Holdco shall be (and is hereby) deemed to have directed each other Contribution Entity to contribute the Contribution Assets owned by such other Contribution Entity as directed by Mezzco rather than to Holdco.

v. Mezzco shall be (and is hereby) deemed to have directed each other Contribution Entity to contribute the Contribution Assets owned by such other Contribution Entity directly to the applicable Mezz Propco rather than to Mezzco.

(b) The eleventh (11^th) Recital clause of the Contribution Agreement, Section 3.01(a) of the Contribution Agreement, Section 3.05 of the Contribution Agreement, Section 3.07(a) of the Contribution Agreement, Section 3.08(b) of the Contribution Agreement and Section 4.04(d) of the Contribution Agreement are hereby deemed modified in accordance with the provisions of Section 2(a) of this Direction Agreement.

(c) Exhibit 13-2 attached to the Contribution Agreement is hereby deemed deleted in its entirety and replaced with Exhibit C attached hereto.

3. Modification of Defined Terms. Article I of the Contribution Agreement is hereby amended as follows:

(a) By restating the defined term “Class C-1 Percentage Interest” in its entirety to read as follows: “Class C-1 Percentage Interest” means 13.914%.

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(b) By restating the defined term “Class C-2 Assignment Consideration Amount” in its entirety to read as follows: “Class C-2 Assignment Consideration Amount” means an amount equal to the product of (x) 10.586% and (y) the Adjusted Contribution Asset Value Amount.

(c) By restating the defined term “Class C-2 Default Assignment Consideration Amount” in its entirety to read as follows: “Class C-2 Default Assignment Consideration Amount” means an amount equal to the product of (x) 6.586% multiplied by (y) the Adjusted Contribution Asset Value Amount.

(d) By restating the defined term “Class C-2 Interest” in its entirety to read as follows: “Class C-2 Interest” means (i) if acquired by TIAA/SP, a Partnership Interest with a Percentage Interest equal to 10.586% and (ii) if acquired by CPPIB, a Partnership Interest with a Percentage Interest equal to 6.586%, and is more fully described in the Company LP Agreement.

(e) By deleting the defined term “Class C-2 Percentage Interest” in its entirety.

4. Delivery by Escrow Closing Instruction Letter. The parties acknowledge and agree that the deliveries contemplated by the TIAA/SP Closing Obligations, the CPPIB Closing Obligations and Parkway’s Closing Obligations may be accomplished by any delivery method expressly set forth in the Escrow Closing Instruction Letter.

5. Article XV of Contribution Agreement Incorporated by Reference. Article XV of the Contribution Agreement is hereby incorporated by reference into this Direction Agreement.

6. Contribution Agreement Ratified in Full. Except as expressly modified by this Direction Agreement, the Contribution Agreement is hereby ratified in full by all of the Parties in all respects.

[Remainder of page intentionally blank. Signatures appear on following page.]

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IN WITNESS WHEREOF, the Parties have caused this Direction Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

PARKWAY OPERATING PARTNERSHIP LP, a Delaware limited partnership (on behalf of itself and the Contribution Entities, as the authorized signatory for such Contribution Entities)
By:	Parkway Properties General Partners, Inc., its general partner
	By:	/s/ Scott E. Francis
		Name:	Scott E. Francis
		Title:	Executive Vice President, Chief Financial Officer and Chief Accounting Officer
	By:	/s/ A. Noni Holmes-Kidd
		Name:	A. Noni Holmes-Kidd
		Title:	Vice President and General Counsel

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PERMIAN INVESTOR LP,
a Delaware limited partnership
By:	Permian Investor GP LLC,
	a Delaware limited liability company, its general partner
	By:	/s/ Michael Fisk
		Name:	Michael Fisk
		Title:	Authorized Signatory
	By:	/s/ Brett Bossung
		Name:	Brett Bossung
		Title:	Authorized Signatory

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CPPIB US RE-A, Inc.,
a corporation organized under the laws of Ontario
By:	/s/ Peter Ballon
	Name:	Peter Ballon
	Title:	Authorized Signatory
By:	/s/ Graeme Eadie
	Name:	Graeme Eadie
	Title:	Authorized Signatory

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EXHIBIT A

CONTRIBUTION ENTITIES

1. Cousins Greenway West Parking LLC

2. Cousins Greenway Eight Twelve LLC

3. Cousins Greenway West First Parent LLC

4. Cousins Greenway East Parent LLC

5. Cousins Greenway Outparcel West, LLC

6. Cousins Greenway Central Plant LLC

7. PKY Greenway Nine LLC

8. PKY Greenway Edloe Parking LLC

9. PKY 3200 SW Freeway, LLC

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EXHIBIT B

MEZZ PROPCOS

1. GWP One, LLC

2. GWP Two, LLC

3. GWP East, LLC

4. GWP Eight Twelve, LLC

5. GWP Nine, LLC

6. GWP West, LLC

7. GWP Central Plant, LLC

8. GWP 3800 Buffalo Speedway, LLC

9. GWP Edloe Parking, LLC

10. GWP North Richmond, LLC

11. GWP Richmond Avenue, LLC

B-1

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTS

GENERAL ASSIGNMENT AND ASSUMPTION

THIS GENERAL ASSIGNMENT AND ASSUMPTION (this “Assignment”) is executed and entered into as of the      day of             , 2017 (the “Effective Date”) by and among: (a) COUSINS GREENWAY WEST FIRST PARENT LLC, a Georgia limited liability company (“Assignor”); (b) GWP WEST, LLC, a Delaware limited liability company (“Assignee”); (c) GWP JV Holdings, LLC (“Holdco”); and (d) GWP JV Mezzanine, LLC (“Mezzco”)¹.

WITNESSETH:

WHEREAS, Assignor is a party to that certain Omnibus Contribution and Partial Interest Assignment Agreement, dated as of February 17, 2017, as modified by that certain Omnibus Direction Agreement dated as of             , 2017 (the Omnibus Contribution and Partial Interest Assignment Agreement, as modified by the Omnibus Direction Agreement, is, collectively, the “Contribution Agreement”), among, inter alia: (a) Parkway Operating Partnership, LP (“POPLP”); (b) Assignor and each of the other Contribution Entities as defined in the Contribution Agreement (collectively, the “Contribution Entities”); (c) Permian Investor LP (“TIAA/SP”); and (d) CPPIB US-Re-A, Inc. (“CPPIB”).

WHEREAS, Assignor is the owner of a portion of the Real Property (as defined in the Contribution Agreement, and all capitalized terms used herein and not otherwise defined have the meaning provided for in the Contribution Agreement) known as                     , including the Building thereon and all Leases relating thereto.

WHEREAS: (a) Assignor has agreed to assign to Assignee any and all of Assignor’s rights, titles, and interests (or any kind of nature whatsoever) in and to all of the Assigned Property (as defined below); (b) except as specifically provided for below, Assignee has agreed to assume all of the obligations, liabilities and responsibilities (of any kind of nature whatsoever) of Assignor and/or POPLP arising from, out of or in connection with such Assigned Property (collectively, the “Assignor Obligations”); and (c) Holdco and Mezzco have agreed to execute this Assignment as joint and several obligors with Assignee in respect of the Assignor Obligations.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Contribution Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee (together with Holdco and Mezzco) hereby agree as follows:

1. Assignment and Assumption. Subject to Section 3 below, as of 12:01 a.m. on the Effective Date, (a) Assignor hereby assigns, conveys and transfers to Assignee all of Assignor’s rights, titles, and interests (of any kind of nature whatsoever) in and to all of the items (collectively, the “Assigned Property”) described in Exhibit A attached hereto, and (b) Assignee assumes the Assignor Obligations.

¹  Mezzco will not be a party to the Phoenix Assignment.

C-1

2. Indemnity. Except as otherwise expressly set forth in the Contribution Agreement, Assignee will indemnify, defend and hold Assignor harmless from and against any and all losses, costs, damages, liabilities and expenses of any kind or nature whatsoever (including without limitation attorney’s fees) paid or incurred by Assignor that in any way arise from, out of or are connected with (a) the Assignor Obligations and (b) the enforcement by Assignor of Assignee’s indemnification obligations hereunder.

3. POPLP Retained Obligations. Notwithstanding the provisions of Sections 1 and 2 above, Assignee and Assignor expressly agree that: (a) the Assignor Obligations do not include the POPLP Retained Obligations (as such term is defined in the Contribution Agreement); (b) pursuant to the Contribution Agreement, POPLP has retained responsibility for the POPLP Retained Obligations; and (c) pursuant to the Company LP Agreement, PKY/GP and PKY/LP have agreed to be responsible for any of the POPLP Retained Obligations not paid by POPLP.

4. Holdco and Mezzco Joint and Several Obligors With Assignee. Holdco and Mezzco hereby agree that (a) they are each a joint and several obligor with Assignee and each other in connection with (i) the assumption of the Assignor Obligations and (ii) the indemnification obligations of Assignee as set forth in Section 2 of this Assignment and (b) at all times Assignor (and all successors and assigns of Assignor) shall be deemed to be in direct privity with Holdco and Mezzco in respect of (i) the assumption of the Assignor Obligations and (ii) the indemnification obligations of Assignee as set forth in Section 2 of this Assignment. Notwithstanding anything to the contrary contained in this Assignment, Assignor, POPLP, Holdco, Mezzco and Assignee agree that (a) no party hereto has any rights against the Company arising out of or in connection with this Assignment and (b) the Company has no obligations or liabilities to Assignor, POPLP, Holdco, Mezzco or Assignee arising out of or in connection with this Assignment.

5. Binding. This Assignment is binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and assigns.

6. Amendment. This Assignment may be amended, supplemented or otherwise modified only by a written instrument duly executed by all of the parties hereto.

7. Enforceability. If any provision or provisions of this Assignment, or any portion thereof, is invalid or unenforceable pursuant to a final determination of any court of competent jurisdiction or as a result of future legislative action, such determination or action will be construed consistent with the intent of the parties hereto so as (whenever possible) not to affect the validity or enforceability hereof and will not affect the validity or effect of any other portion hereof which shall remain in full force and effect.

8. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

9. Counterparts. This Assignment may be executed in counterparts (including in the portable document format (.pdf)), each of which (when delivered) shall be the same agreement. Only one fully executed counterpart need be produced in order to prove the execution and delivery of this Assignment. The parties may execute this Assignment by executing signature pages and authorizing them to be attached to the body of this Assignment.

C-2

IN WITNESS WHEREOF, the undersigned have caused this Assignment to be executed as of the date written above.

ASSIGNOR:
COUSINS GREENWAY WEST FIRST PARENT LLC, a Georgia limited liability company
By:
	Name:
	Title:
ASSIGNEE:
GWP WEST LLC, a Delaware limited liability company
By: GWP JV MEZZANINE HOLDINGS, LLC, a Delaware limited liability company
By: GWP JV HOLDINGS, LLC, a Delaware limited liability company
By:
	Name:
	Title:
[signatures continue on next page]

C-3

JOINT AND SEVERAL OBLIGORS WITH ASSIGNEE:
GWP JV HOLDINGS, LLC, a Delaware limited liability company, on behalf of itself and on behalf of its wholly-owned subsidiary, GWP JV MEZZANINE HOLDINGS, LLC, a Delaware limited liability company
By:
	Name:
	Title:	A/B Director
By:
	Name:
	Title:	A/B Director
By:
	Name:
	Title:	A/B Director
By:
	Name:
	Title:	C Director
By:
	Name:
	Title:	D Director

C-4

EXHIBIT A

ASSIGNED PROPERTY

C-5

ASSIGNMENT AND ASSUMPTION OF LANDLORD’S INTEREST IN LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LANDLORD’S INTEREST IN LEASES (this “Assignment”) is executed and entered into as of the      day of             , 2017 (the “Effective Date”) by and among: (a) COUSINS GREENWAY WEST FIRST PARENT LLC, a Georgia limited liability company (“Assignor”); (b) GWP WEST, LLC, a Delaware limited liability company (“Assignee”); (c) GWP JV Holdings, LLC (“Holdco”); and (d) GWP JV Mezzanine, LLC (“Mezzco”)².

WITNESSETH:

WHEREAS, Assignor is a party to that certain Omnibus Contribution and Partial Interest Assignment Agreement, dated as of February 17, 2017, as modified by that certain Omnibus Direction Agreement dated as of             , 2017 (the Omnibus Contribution and Partial Interest Assignment Agreement, as modified by the Omnibus Direction Agreement, is, collectively, the “Contribution Agreement”), among, inter alia: (a) Parkway Operating Partnership, LP (“POPLP”); (b) Assignor and each of the other Contribution Entities as defined in the Contribution Agreement (collectively, the “Contribution Entities”); (c) Permian Investor LP (“TIAA/SP”); and (d) CPPIB US-Re-A, Inc. (“CPPIB”).

WHEREAS, Assignor is the owner of a portion of the Real Property (as defined in the Contribution Agreement, and all capitalized terms used herein and not otherwise defined have the meaning provided for in the Contribution Agreement) known as                     , including the Building thereon and all Leases relating thereto.

WHEREAS, simultaneously with the execution and delivery of this Assignment, Assignor is executing and delivering to Assignee a special warranty deed granting and conveying the Real Property to Assignee.

WHEREAS, (a) Assignor has agreed to assign to Assignee any and all of Assignor’s rights, titles, and interests (or any kind of nature whatsoever) in and to all of such Leases (collectively, the “Landlord Lease Rights”); (b) except as specifically provided for below, Assignee has agreed to assume all of the obligations, liabilities and responsibilities (of any kind of nature whatsoever) of Assignor arising from, out of or in connection with such Leases (collectively, the “Landlord Lease Obligations”); and (c) Holdco and Mezzco have agreed to execute this Assignment as joint and several obligors with Assignee in respect of the Landlord Lease Obligations.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Contribution Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee (together with Holdco and Mezzco) hereby agree as follows:

1. Assignment and Assumption. Subject to Section 3 below, as of 12:01 a.m. on the Effective Date (a) Assignor hereby assigns, conveys and transfers to Assignee all of the Landlord Lease Rights and (b) Assignee assumes the Landlord Lease Obligations.

²  Mezzco will not be a party to the Phoenix Assignment.

C-6

2. Indemnity. Except as otherwise expressly set forth in the Contribution Agreement, Assignee will indemnify, defend and hold Assignor harmless from and against any and all losses, costs, damages, liabilities and expenses of any kind or nature whatsoever (including without limitation attorney’s fees) paid or incurred by Assignor that in any way arise from, out of or are connected with (a) the Landlord Lease Obligations and (b) the enforcement by Assignor of Assignee’s indemnification obligations hereunder.

3. POPLP Retained Leasing Obligations. Notwithstanding the provisions of Sections 1 and 2 above, Assignee and Assignor expressly agree that: (a) the Landlord Lease Obligations do not include the POPLP Retained Leasing Obligations (including, without limitation, the POPLP Retained Rent Concession Amount); (b) pursuant to the Contribution Agreement, POPLP has retained responsibility for the POPLP Retained Leasing Obligations (including, without limitation, the POPLP Retained Rent Concession Amount); and (c) pursuant to the Company LP Agreement, PKY/GP and PKY/LP have agreed to be responsible for any of the POPLP Retained Leasing Obligations (including, without limitation, the POPLP Retained Rent Concession Amount) not paid by POPLP.

4. Holdco and Mezzco Joint and Several Obligors With Assignee. Holdco and Mezzco hereby agree that (a) they are each a joint and several obligor with Assignee and each other in connection with (i) the assumption of the Landlord Lease Obligations and (ii) the indemnification obligations of Assignee as set forth in Section 2 of this Assignment and (b) at all times Assignor (and all successors and assigns of Assignor) shall be deemed to be in direct privity with Holdco and Mezzco in respect of (i) the assumption of the Landlord Lease Obligations and (ii) the indemnification obligations of Assignee as set forth in Section 2 of this Assignment. Notwithstanding anything to the contrary contained in this Assignment, Assignor, POPLP, Holdco, Mezzco and Assignee agree that (a) no party hereto has any rights against the Company arising out of or in connection with this Assignment and (b) the Company has no obligations or liabilities to Assignor, POPLP, Holdco, Mezzco or Assignee arising out of or in connection with this Assignment.

5. Binding. This Assignment is binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and assigns.

6. Amendment. This Assignment may be amended, supplemented or otherwise modified only by a written instrument duly executed by all of the parties hereto.

7. Enforceability. If any provision or provisions of this Assignment, or any portion thereof, is invalid or unenforceable pursuant to a final determination of any court of competent jurisdiction or as a result of future legislative action, such determination or action will be construed consistent with the intent of the parties hereto so as (whenever possible) not to affect the validity or enforceability hereof and will not affect the validity or effect of any other portion hereof which shall remain in full force and effect.

8. Governing Law. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE SUBSTANTIVE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

9. Counterparts. This Assignment may be executed in counterparts (including in the portable document format (.pdf)), each of which (when delivered) shall be the same agreement. Only one fully executed counterpart need be produced in order to prove the execution and delivery of this Assignment. The parties may execute this Assignment by executing signature pages and authorizing them to be attached to the body of this Assignment.

C-7

IN WITNESS WHEREOF, the undersigned have caused this Assignment to be executed as of the date written above.

ASSIGNOR:
COUSINS GREENWAY WEST FIRST PARENT LLC, a Georgia limited liability company
By:
	Name:
	Title:
ASSIGNEE:
GWP WEST LLC, a Delaware limited liability company
By: GWP JV MEZZANINE HOLDINGS, LLC, a Delaware limited liability company
By: GWP JV HOLDINGS, LLC, a Delaware limited liability company
By:
	Name:
	Title:

[signatures continue on next page]

C-8

JOINT AND SEVERAL OBLIGORS WITH ASSIGNEE:
GWP JV HOLDINGS, LLC, a Delaware limited liability company, on behalf of itself and on behalf of its wholly-owned subsidiary, GWP JV MEZZANINE HOLDINGS, LLC, a Delaware limited liability company
By:
	Name:
	Title:	A/B Director
By:
	Name:
	Title:	A/B Director
By:
	Name:
	Title:	A/B Director
By:
	Name:
	Title:	C Director
By:
	Name:
	Title:	D Director

C-9

EX-10.1

Exhibit 10.1

EXECUTION VERSION

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

GWP JV LIMITED PARTNERSHIP

Dated as of April 17, 2017

THE INTERESTS OF THE PARTNERS ISSUED UNDER THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED THE “SECURITIES ACT”) OR REGISTERED OR QUALIFIED UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR THE DISTRICT OF COLUMBIA, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION AND QUALIFICATION PROVIDED IN THE SECURITIES ACT AND THE APPLICABLE SECURITIES LAWS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION OR REGISTRATION UNDER THE SECURITIES LAWS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

IN ADDITION, THE INTERESTS ISSUED UNDER THIS AGREEMENT MAY BE SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFER SET FORTH HEREIN.

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS
ARTICLE II
LIMITED PARTNERSHIP
2.1	Certificate of Formation		27
2.2	Name		27
2.3	Principal Office, Resident Agent and Registration in Texas as a Foreign Limited Liability Company		27
2.4	Purposes and Powers		27
2.5	Term		28
2.6	Fiscal Year		28
2.7	Other Business		28
2.8	No Commercial Activities; No U.S. Trade or Business; No Effectively Connected Income		28
2.9	30% Threshold		28
2.10	Class C-2 Interest Assignment		29
ARTICLE III
CAPITAL CONTRIBUTIONS AND LOANS BY PARTNERS
3.1	Intentionally Omitted		31
3.2	Intentionally Omitted		31
3.3	Permitted Capital Calls		31
3.4	Failure to Contribute Percentage Interest of Capital Call Amount		32
3.5	Deficiency Loans		34
3.6	Intentionally Omitted		35
3.7	Security, Enforcement and Recording of Deficiency Loans		35
3.8	Consequences of Failure to Fund Additional Capital Contributions are Exclusive		35
3.9	No Third Party Rights		36
3.10	No Interest on Capital Contributions		36
ARTICLE IV
DISTRIBUTIONS
4.1	Distributions		37
4.2	Application of Distributions to Deficiency Loans		37

i

TABLE OF CONTENTS

(continued)

		Page
ARTICLE V
CAPITAL ACCOUNTS AND ALLOCATIONS
5.1	Capital Accounts		38
5.2	Adjustments to Capital Accounts		38
5.3	Negative Capital Accounts		38
5.4	Allocations of Profits and Losses		39
ARTICLE VI
MANAGEMENT
6.1	Initial General Partner		43
6.2	Powers of General Partner		43
6.3	Major Decisions		43
6.4	Intentionally omitted		46
6.5	Intentionally omitted		46
6.6	Intentionally omitted		46
6.7	Major Decision Approvals		46
6.8	Escalation to Designated Senior Executives		47
6.9	Partner Representatives		47
6.10	Meetings of the Representatives		48
6.11	Voting for Holdco Board of Directors		50
6.12	Expense Reimbursements		52
6.13	Standard of Care for Partners		53
6.14	Removal of General Partner		54
6.15	Insurance		55
6.16	Bank Accounts		55
6.17	Project Entity Debt		55
6.18	REIT Status		56
6.19	Special Provisions Regarding REIT Qualification		56
6.20	Tax Cooperation		59
6.21	Litigation Regarding POPLP Estoppels		59
ARTICLE VII
INDEMNIFICATION
7.1	General Limitation of Liability of a Partner		60
7.2	Company Indemnification		60
7.3	Indemnification Payments and Repayments		60

ii

TABLE OF CONTENTS

(continued)

		Page
7.4	Limitations of Indemnification		62
7.5	Limitation on Partners’ Liability		63
7.6	No Duplication		63
ARTICLE VIII
OTHER INVESTMENT ACTIVITIES AND GHMA OPPORTUNITIES
8.1	Affiliate Investment Activities		64
8.2	GHMA Opportunity 1st Notice		65
8.3	GHMA Opportunity 2nd Notice and Response		66
8.4	GHMA Opportunity Material Change		68
8.5	Joint Pursuit		68
8.6	Failure to Close Together		70
8.7	Consequences of Delivery of GHMA LP No Go Response or a GHMA Stop Notice		72
8.8	Cost Sharing, Pursuit or Contribution Agreement		72
ARTICLE IX
ASSET SALE ROFO PROVISIONS
9.1	Asset Sale ROFO Notice		74
9.2	Calculation of Net Equity Value and ROFO Sale Price		74
9.3	Asset Sale ROFO Response		75
9.4	ROFO Buyer Pro Rata Share		75
9.5	Asset Sale ROFO Escrow		76
9.6	Asset Sale ROFO Deposit		76
9.7	Asset Sale ROFO Closing Date		77
9.8	ROFO Pre-Closing Obligations		77
9.9	Possible Adjustments to the ROFO Estimated Price		78
9.10	Challenges to the ROFO Adjustment Statement		79
9.11	ROFO Closing		80
9.12	ROFO Seller Default		81
9.13	ROFO Buyer Default		81
9.14	Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing		84
9.15	Remedies For a ROFO Seller Default		84
9.16	Asset Sale Process		85
9.17	Tax Cooperation		85

iii

TABLE OF CONTENTS

(continued)

		Page
ARTICLE X
PARTITION
10.1	Waiver of Partition		86
ARTICLE XI
COVENANTS, WARRANTIES AND REPRESENTATIONS OF PARTNERS
11.1	Mutual Representations, Warranties and Covenants of the Partners		87
11.2	Volcker Provisions		90
ARTICLE XII
BOOKS AND RECORDS; STATEMENTS;
AUDITS BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
12.1	Books and Records; Statements; Audits by Independent Certified Public Accountants		92
12.2	Unaffiliated LP Right to Audit		92
12.3	Reports		92
12.4	Copies of Material Documents		94
12.5	Tax Filings		95
12.6	Reimbursement and Indemnity		96
12.7	DC REIT Status		96
ARTICLE XIII
DISSOLUTION
13.1	Dissolving Events		98
13.2	Methods of Liquidation		98
13.3	Reasonable Time for Liquidating		99
13.4	Date of Liquidation		99
13.5	Final Distribution		99
13.6	Withdrawals		99
ARTICLE XIV
RESTRICTIONS ON TRANSFERS OF INTERESTS, UNRESTRICTED TRANSFERS OF INTERESTS AND PERMITTED TRANSFERS OF INTERESTS
14.1	General Restriction on Transfers of Partnership Interests and Interests in Partners		100
14.2	Unrestricted Transfers		101
14.3	Partner Syndication Transfers		102

iv

TABLE OF CONTENTS

(continued)

		Page
14.4	Interest Sale ROFO Notice		102
14.5	Interest Sale ROFO Response		103
14.6	ROFO Buyer Pro Rata Share		103
14.7	Interest Sale ROFO Escrow		103
14.8	Interest Sale ROFO Deposit		104
14.9	Interest Sale ROFO Closing Date		105
14.10	ROFO Pre-Closing Obligations		105
14.11	Possible Adjustments to the ROFO Estimated Price		106
14.12	Challenges to the ROFO Adjustment Statement		107
14.13	ROFO Closing		108
14.14	ROFO Seller Default		109
14.15	ROFO Buyer Default		109
14.16	Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing		111
14.17	Remedies For a ROFO Seller Default		112
14.18	Tax Cooperation		113
14.19	Right to Transfer Interests After a ROFO Offer Notice is Delivered		113
14.20	Permitted Transfers		113
14.21	Restraining Order/Specific Performance/Other Remedies		115
14.22	Section 754 Election		115
14.23	Release of Liability		115
ARTICLE XV
DEFAULTS
15.1	Defaulting Partner		116
15.2	Defaulting Partner		116
15.3	Opportunity to Cure Certain Defaults		117
15.4	Notice, Opportunity to Cure and Arbitration of Default Allegation		117
15.5	Further Actions		118
ARTICLE XVI
NOTICES
16.1	In Writing; Address		119
ARTICLE XVII
MISCELLANEOUS
17.1	Additional Documents and Acts		121
17.2	Pronouns		121

v

TABLE OF CONTENTS

(continued)

		Page
17.3	Entire Agreement		121
17.4	References to this Agreement		121
17.5	Headings		121
17.6	Binding Effect		121
17.7	Counterparts		121
17.8	Amendments		121
17.9	Estoppel Certificates		121
17.10	Exhibits		122
17.11	Severability		122
17.12	Waiver; Modification		122
17.13	Third Party Beneficiaries		122
17.14	Herein		122
17.15	Including		122
17.16	Or		122
17.17	Cost of Counsel		122
17.18	Time of Essence		122
17.19	Deadlines		123
17.20	Confidentiality		123
17.21	Governing Law		124
17.22	Jurisdiction; Choice of Forum		124
17.23	WAIVER OF JURY TRIAL		124

LIST OF EXHIBITS AND SCHEDULES
EXHIBIT 1	FORM OF ROFO ESCROW AGREEMENT
EXHIBIT 2-A	CAPITAL ACCOUNT BALANCES (CLOSING DATE)
EXHIBIT 2-B	CAPITAL ACCOUNT BALANCES (FOLLOWING CLASS C-2 INTEREST ASSIGNMENT)
EXHIBIT 3	FORM OF IRS CODE SECTION 897(L) ELIGIBILITY CERTIFICATE
SCHEDULE A	REPRESENTATIVES
SCHEDULE B	LIST OF REPLACEMENT GENERAL PARTNERS
SCHEDULE C	LIST OF OWNERS OF EQUITY IN TIAA/LP

vi

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

OF

GWP JV LIMITED PARTNERSHIP

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of GWP JV Limited Partnership, a Delaware limited partnership (the “Company”), is executed and entered into as of April 17, 2017 (the “Effective Date”) among: (i) PKY GWP JV GP, LLC, a Delaware limited liability company (“PKY/GP”); (ii) PKY GWP JV LP, LLC, a Delaware limited liability company (“PKY/LP”); (iii) PERMIAN INVESTOR LP, a Delaware limited partnership (“TIAA/LP”); and (iv) CPPIB US RE-A, INC., an Ontario corporation (“CPP/LP”).

W I T N E S S E T H:

WHEREAS, Parkway Operating Partnership LP (“POPLP”) and certain of its Affiliates, TIAA/LP and CPP/LP have entered into that certain Omnibus Contribution Agreement, dated as of February 17, 2017 (as the same may be amended or modified from time to time, the “Contribution Agreement”).

WHEREAS, pursuant to the Contribution Agreement, prior to the date hereof: (i) POPLP formed PKY/GP as a wholly-owned single member limited liability company under the Delaware Limited Liability Company Act, Delaware Code, Title 6, Sections 18-101, et seq. (as amended from time to time, the “LLC Act”); (ii) POPLP formed PKY/LP as a wholly-owned single member limited liability company under the LLC Act; (iii) PKY/GP (with a 1% Percentage Interest (all capitalized terms used but not previously defined have the meaning provided for in this Agreement or as otherwise specifically referenced)) and PKY/LP (with an initial 99% Percentage Interest) formed the Company under the Delaware Revised Uniform Limited Partnership Act, Delaware Code, Title 6, Sections 17-101, 18-101, et seq. (as amended from time to time, the “LP Act”) and that certain Limited Partnership Agreement of the Company, dated as of March 10, 2017 (the “Original Agreement”), by and between PKY/GP, as the sole general partner, and PKY/LP, as the sole limited partner; and (iv) the parties to the Contribution Agreement have taken all of the steps described in the Contribution Agreement up to but not including the mutual execution and delivery of this Agreement.

WHEREAS, PKY/GP and PKY/LP wish to admit TIAA/LP and CPP/LP as partners of the Company concurrently with the execution of this Agreement.

WHEREAS, PKY/GP, PKY/LP, TIAA/LP and CPP/LP wish to amend and restate the Original Agreement in its entirety and provide for the management of the Company on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises, obligations and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree to amend and restate the Original Agreement in its entirety and hereby agree as follows.

ARTICLE I

DEFINITIONS

The following terms shall have the following meanings when used herein:

“A/B Director” is defined in Section 6.11(a).

“A/B Partner(s)” means the Class A Partner and the Class B LP.

“A/B Retained Liability” means “POPLP Retained Obligations” as defined in the Contribution Agreement. For clarity, A/B Retained Liabilities are liabilities of Holdco and/or its direct or indirect subsidiaries.

“Accounting Principles” means U.S. generally accepted accounting principles as in effect on the date hereof.

“Additional Capital Contributions” means any contributions of equity capital to the Company made (or deemed made) by a Partner pursuant to Article III.

“Affiliate” means, with respect to any Person, any Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or under common control with such Person. For clarity, (i) none of the Project Entities are Affiliates of any Partner, (ii) for so long as either of TIAA or Silverpeak has any direct or indirect ownership interest in or control over the Class C LP, TIAA and/or Silverpeak (as applicable) and its/their Affiliates shall be Affiliates of the Class C LP, (iii) both the A/B Directors and Holdco Officers appointed by a majority of the Holdco Board of Directors are Affiliates of the A/B Partners, (iv) the C Director and the Observer are Affiliates of the Class C LP and (v) the D Director is an Affiliate of the Class D LP.

“Affiliate Agreement” means any contract or agreement with respect to the provision of goods or services of any kind or nature to or for any of the Project Entities or any portion of the Project Assets that is between (i) any Project Entity and (ii) any Partner or any Partner Related Party of a Partner.

“Agreement” is the Agreement as defined in the Preamble, as the same may be amended, modified or supplemented from time to time in accordance herewith.

“AML Laws” means all applicable United States Laws designed to combat money laundering, terrorism financing and similar illegal activities, including the Bank Secrecy Act (31 U.S.C. 5311 et seq.) as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”).

“Approval” means the process by which any action, decision or thing that requires approval and/or consent under this Agreement is (or is, in accordance with the provisions of this Agreement, deemed to be) approved and/or consented to in accordance with the applicable provision of this Agreement.

“Approved” means (a) when applied as an adjective to any action, decision or thing that requires the approval and/or consent under this Agreement, that such action, decision or thing has been approved

2

and/or consented to (or, in accordance with the provisions of this Agreement, deemed approved and/or consented to) in accordance with the applicable provision of this Agreement and (b) when used as a verb, the Approval of any action, decision or thing that requires approval and/or consent under this Agreement.

“Approved Annual Budget” is defined in the Holdco LLC Agreement.

“Approved Annual Business Plan” is defined in the Holdco LLC Agreement.

“Approved Major Decision” means any Major Decision that is Approved (or is deemed Approved) pursuant to the applicable provision in this Agreement.

“Arbitration Panel” is defined in Section 15.4(c).

“Asset Sale Process” is defined in Section 9.1(b).

“Asset Sale ROFO Provisions” means the provisions of Article IX of this Agreement and Article V of the Holdco LLC Agreement.

“Bankruptcy Event” means, with respect to any Person, that one of the following events shall have occurred:

(a) If such Person shall: (i) file a voluntary petition in bankruptcy or shall be adjudicated a bankrupt or insolvent; (ii) file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under the present or any future Federal bankruptcy act or any other present or future applicable Federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors; (iii) seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of all, or substantially all, of such Person’s assets; or (iv) make a general assignment for the benefit of creditors or take any other similar action for the protection or benefit of creditors (each of the foregoing, a “Voluntary Bankruptcy Action”); or

(b) If: (i) a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against such Person seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future Federal bankruptcy act, or any other present or future Federal, state or other statute or law relating to bankruptcy, insolvency, or other relief for debtors; (ii) such Person shall acquiesce in the entry of such order, judgment or decree, or such order, judgment or decree shall remain unvacated and unstayed for a period of ninety (90) days from the date of entry thereof; (iii) any trustee, receiver, conservator or liquidator of such Person or of all or substantially all of its assets shall be appointed without the consent or acquiescence of such Person and such appointment shall remain unvacated and unstayed for a period of ninety (90) days; or (iv) all, or substantially all, of the assets of such Person are attached, seized or subjected to a garnishment or other action by a creditor of such Person seeking to realize upon a judgment against such Person and such attachment, seizure, garnishment or other action shall remain unvacated and unstayed for a period of ninety (90) days.

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“BHC Act” is defined in Section 11.2(e).

“BHC Parties” is defined in Section 11.2(a).

“Bloomberg Shareholder List” is defined in Section 12.7.

“Book Value” means, with respect to any Project Asset, its adjusted basis for federal income tax purposes, except that the initial Book Value of any asset contributed by a Partner to the Company shall be an amount equal to the agreed gross fair market value of such asset, and such Book Value shall thereafter be adjusted in a manner consistent with Treasury Regulations Section 1.704-1(b)(2)(iv)(g) for revaluations pursuant to Section 5.2(a) and for the Depreciation taken into account with respect to such asset.

“Building” means the specific Improvements on each Land tract listed on Exhibit 6 to the Contribution Agreement.

“Business Day” means any day other than (a) a Saturday, Sunday or other day in which commercial banks in New York, New York and/or Houston, Texas are authorized or required by Law or executive order to be closed and (b) for as long as CPPIB or its Affiliate is a Partner, any additional day(s) that commercial banks in Ontario, Canada are authorized or required by Law or executive order to be closed.

“C Director” is defined in Section 6.11(a).

“Capital Account” means, when used with respect to any Partner, the Capital Account maintained for such Partner in accordance with Section 5.1, as said Capital Account may be increased or decreased from time to time pursuant to the terms of this Agreement.

“Capital Call” is defined in Section 3.3(a).

“Capital Call Amount” is defined in Section 3.3(b)(i).

“Capital Call Funding Date” is defined in Section 3.3(b)(iv).

“Capital Call Notice” is defined in Section 3.3(b).

“Capital Contributions” means, with respect to any Partner, the sum of (a) the capital contributed by such Partner on the Effective Date and (b) all Additional Capital Contributions made by the Partner.

“Cash Flow” of the Company means, for any period, a calculation of the following, all as accounted for by the General Partner in accordance with the Accounting Principles:

(a) the gross cash receipts of all Project Entities (but without duplication) attributable and/or allocable to such period from all sources, including all: (i) receipts from the ownership and operation of any portion of the Project Assets; (ii) dividends; (iii) distributions; (iv) Excess Loan Proceeds; (v) cash proceeds attributable to any Capital Contributions made to the Company; (vi) the net proceeds from any Transfer of any of the Project Assets (after payment or reserve for payment of all Approved costs and expenses associated therewith); and (vii) the net reductions in Approved funded reserves or sinking funds of the Project Entities; less

(b) without duplication of any amounts deducted in determining the gross cash receipts in clause (a) above, the gross cash expenditures of the Project Entities attributable and/or allocable to such period for all purposes, including both operating and capital expenditures, (including expenditures made from previously established reserves).

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“Class A Interest” means all of the interests, rights and obligations of PKY/GP (and its permitted successors and assigns) in the Company, including (a) an initial 1% Percentage Interest; (b) all of the other rights attributable to the holder of the Class A Interest under this Agreement (including, for as long as PKY/GP is the General Partner, the rights of the General Partner); and (c) all of the obligations attributable to the holder of the Class A Interest (including, for as long as PKY/GP is the General Partner, the obligations of the General Partner) under this Agreement.

“Class A Partner” means (a) initially, PKY/GP and (b) any permitted successor holder of the Class A Interest.

“Class B Interest” means all of the interests, rights and obligations of PKY/LP (and its permitted successors and assigns) as a limited Partner in the Company, including: (a) an initial 60.586% Percentage Interest; (b) from and after the Class C-2 Interest Assignment as described in Section 2.10, a 50% Percentage Interest (or such other Percentage Interest as may be owned by PKY/LP following the consummation of the transactions described in Section 2.10); (c) all of the other rights attributable to the Class B Interest under this Agreement; and (d) all of the obligations attributable to the Class B Interest under this Agreement.

“Class B LP” means (a) initially, PKY/LP and (b) any permitted successor holder of the Class B Interest.

“Class C Interest” means (a) all of the interests, rights and obligations of TIAA/LP (and its permitted successors and assigns) as a limited Partner in the Company, including (i) an initial 13.914% Percentage Interest; (ii) from and after the Class C-2 Interest Assignment as described in Section 2.10, a 24.5% Percentage Interest; (iii) all of the other rights attributable to the Class C Interest under this Agreement; and (iv) all of the obligations attributable to the Class C Interest under this Agreement; and (b) if TIAA/LP fails to close upon the Class C-2 Interest as described in Section 2.10 and the Class D LP acquires the Class C-2 Interest as described in Section 2.10, then all of the interests, rights and obligations of CPP/LP (and its permitted successors and assigns) as a limited Partner in the Company relating to: (i) the initial 13.914% Percentage Interest of TIAA/LP as described in the foregoing sub-clause (a)(i) acquired by CPP/LP as described in Section 2.10; (ii) an additional 10.586% Percentage Interest acquired by CPP/LP from the Class B LP as described in Section 2.10; (iii) all of the other rights attributable to the Class C Interest under this Agreement; and (iv) all of the obligations attributable to the Class C Interest under this Agreement.

“Class C-2 Assignment Consideration Amount” has the meaning given to it in the Contribution Agreement.

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“Class C-2 Interest Assignment” is defined in Section 2.10.

“Class C LP” means (a) initially, TIAA/LP and (b) any permitted successor holder of the Class C Interest.

“Class D Interest” means all of the interests, rights and obligations of CPP/LP (and its permitted successors and assigns) as a limited Partner in the Company, including (a) an initial 24.5% Percentage Interest (or such other Percentage Interest as may be owned by CPP/LP following the consummation of the transactions described in Section 2.10); (b) all of the other rights attributable to the Class D Interest under this Agreement; and (c) all of the obligations attributable to the Class D Interest under this Agreement.

“Class D LP” means (a) initially, CPP/LP and (b) any permitted successor holder of the Class D Interest.

“Company” is defined in the Preamble.

“Company Accountants” means (a) any of: (i) Deloitte; (ii) Ernst & Young; (iii) KPMG; or (iv) PricewaterhouseCoopers, as selected by the General Partner, (b) WithumSmith+Brown, but only with respect to preparation of tax returns for the Company and the other Project Entities (and not, for clarity, with respect to testing of REIT compliance); or (c) any other firm of independent certified public accountants Approved by the Partners as a Major Decision.

“Company Certificate” means the certificate of limited partnership of the Company filed with the Office of the Secretary of State of the State of Delaware.

“Company Purpose” and “Company Purposes” is defined in Section 2.4(a).

“Competing Project” is defined in Section 8.1(e).

“Contract” and collectively, the “Contracts” mean any (a) Affiliate Agreement in effect from time to time and (b) contract or agreement in effect from time to time pursuant to which a third party has agreed to provide any goods or services to any Project Entity and/or in connection with any portion of the Project Assets.

“Contribution Agreement” is defined in the First Recital.

“Contribution Assets” is defined in the Contribution Agreement.

“control” (and the related terms “controlling,” “controlled by” and “under common control with”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided, however, that possession of “major decision” consent or veto rights, absent more, shall not constitute “control” (and the grant of “major decision” consent or veto rights to a third party, absent more, shall not constitute a lack of “control”).

“CPP/LP” is CPP/LP as defined in the Preamble of this Agreement, together with its successors and assigns.

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“CPPIB” means Canada Pension Plan Investment Board, the Person that indirectly owns 100% of and controls the Class D LP as of the Effective Date.

“CPPIB Internal Transfer” is defined in the definition of “Unrestricted Affiliate Transfers”.

“CPPIB REH” means CPP Investment Board Real Estate Holdings, Inc.

“CTB Election” is defined in the definition of Holdco REIT Election.

“CTB Election Effective Date” is defined in the definition of Holdco REIT Election.

“D Director” is defined in Section 6.11(a).

“Debt” means, with respect to any Person: (a) all loans, debts and indebtedness (whether secured or unsecured) of such Person for borrowed money or for the deferred purchase price of property, goods or services, including reimbursement, and all other obligations contingent or otherwise of such Person with respect to surety bonds, letters of credit and bankers’ acceptances, whether or not matured, and hedges and other derivative contracts and financial instruments; (b) all obligations of such Person evidenced by notes, bonds, derivatives, loan agreements, reimbursement agreements or similar instruments (including senior, mezzanine and junior borrowings, which may provide the lender with a participation in profits); (c) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all loans, debts, indebtedness and obligations referred to in clauses (a), (b) or (c) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any lien upon or in a Project Asset (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt; and (e) all Debt of others guaranteed by such Person or for which such Person has otherwise assumed responsibility on, before or after the date such Debt is incurred. For the avoidance of doubt, the Company shall have no Debt or similar obligations owing by it.

“Debt Documents” means any agreement, instrument or document evidencing, securing, providing an indemnity, guaranty and/or or credit enhancement of (or otherwise required in connection with) any Debt of any Project Entity.

“Default” is defined in Section 15.1.

“Defaulting Partner” is defined in Section 15.1.

“Deficiency Amount” is defined in Section 3.4(a).

“Deficiency Loan Designee” means an Affiliate of a Fully-Funding Partner that is designated by such Fully-Funding Partner to be the holder of any Deficiency Loan pursuant to a notice delivered to the other Partners setting forth the name, address and payment instructions for such designee.

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“Deficiency Funding Pro Rata Share” means that portion of a Deficiency Loan that a Fully-Funding Partner has the right to fund (with the A/B Partners being deemed to be single Fully-Funding Partner and/or a single Deficiency Partner for purposes of this definition) in the following circumstances:

(a) In any circumstance where there is one (1) Fully-Funding Partner and two (2) Deficiency Partners, the Deficiency Funding Pro Rata Share of such Fully-Funding Partner is 100%.

(b) In a circumstance where there is one (1) Deficiency Partner and two (2) Fully-Funding Partners, that percentage of the Deficiency Amount each Fully-Funding Partner has the right to fund in response to a Deficiency Notice, calculated as a fraction with a numerator equal to the Percentage Interest of each Fully-Funding Partner and a denominator equal to the sum of Percentage Interests of both Fully-Funding Partners (with such Percentage Interests being the Percentage Interests of the Fully-Funding Partners as of the date of the applicable Deficiency Notice). For example:

(i) If the A/B Partners are a Fully-Funding Partner (with an aggregate 51% Percentage Interest), the Class C LP is a Fully-Funding Partner (with a 24.5% Percentage Interest) and the Class D LP is the Deficiency Partner (with a 24.5% Percentage Interest), then (i) the Deficiency Funding Pro Rata Share of the A/B Partners will be 51/75.5 = 67.55% and (ii) the Deficiency Funding Pro Rata Share of the Class C LP will be 24.5/75.5 = 32.45%.

(ii) If the Class C LP is a Fully-Funding Partner (with a 24.5% Percentage Interest) and the Class D LP is a Fully-Funding Partner (with a 24.5% Percentage Interest) and A/B Partners are the Deficiency Partner (with an aggregate 51% Percentage Interest), then the Deficiency Funding Pro Rata Share of each of the Class C LP and the Class D LP will be equal to 24.5/49 = 50%.

“Deficiency Loan” is defined in Section 3.5(a).

“Deficiency Loan Rate” shall mean the higher of (x) twenty-five percent (25%) per annum and (y) the sum of the six-month London Interbank Offered Rate (U.S. dollars) on the date of calculation (as reported by The Wall Street Journal) plus twenty-two percent (22%) per annum, in each case, calculated on the basis of a three hundred and sixty (360) day year for the actual number of days elapsed and compounded quarterly in arrears; provided, however, that in no event shall the Deficiency Loan Rate exceed the maximum amount allowable by applicable law.

“Deficiency Loan Outstanding Amount” means any principal balance of and accrued and unpaid interest on a Deficiency Loan that shall be outstanding from time to time.

“Deficiency Notice” is defined in Section 3.4(a).

“Deficiency Partner” is defined in Section 3.4(a).

“Deficiency 2^nd Notice” is defined in Section 3.4(e).

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“Depreciation” means, with respect to any Fiscal Year, all deductions attributable to depreciation or cost recovery with respect to Project Assets, including any improvements made thereto and any tangible personal property located therein, or amortization of the cost of any intangible property or other assets acquired by any Project Entity, which have a useful life exceeding one (1) year; provided, however, that with respect to any Project Asset whose tax basis differs from its Book Value at the beginning of such Fiscal Year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the depreciation, amortization or other cost recovery deduction for such period with respect to such asset for federal income tax purposes bears to its adjusted tax basis as of the beginning of such Fiscal Year; provided, however, that if the federal income tax depreciation, amortization or other cost recovery deduction for such Fiscal Year is zero, Depreciation shall be determined in accordance with the Accounting Principles.

“Designated Senior Executives” is defined in Section 6.8.

“Disclosure Parties” is defined in Section 17.20(c).

“Dispute” is defined in Section 15.4(b).

“Distributable Cash” means that portion of the Cash Flow of the Company that is available as of any given date for Distributions as computed in accordance with Section 4.1.

“Distributable Cash Amount” is defined in Section 4.1(a).

“Distributions” means distributions of Distributable Cash as provided for in Section 4.1.

“Effective Date” is defined in the Preamble.

“Eligible LP Investment Committee” is defined in Section 8.2(e).

“EOLA Property Management Agreements” has the meaning ascribed to “EOLA Property Management Agreements” in the Holdco LLC Agreement.

“Estimated 6 Month Working Capital Amount” is defined in the Holdco LLC Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“Excess Loan Proceeds” means, with respect to any Debt of a Project Entity, the net proceeds as and when such proceeds are deemed received by such Project Entity (but specifically excluding any sums that continue to be held by the Lender under any Debt Documents) after (i) payment of all expenses in connection therewith and (ii) repayment of any Debt being repaid or refinanced.

“Fiscal Year” is defined in Section 2.6.

“Fully-Funding Partner” is defined in Section 3.4(a)(ii).

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“General Partner” means (a) initially, PKY/GP and (b) if PKY/GP is removed as the General Partner pursuant to the terms of this Agreement, then the replacement general partner selected pursuant to Section 6.14.

“GHMA” means Austin, Brazoria, Chambers, Fort Bend, Galveston, Harris, Liberty, Montgomery and Waller Counties, Texas.

“GHMA Aggregate LP Pro Rata Share” means: (a) if both the Class C LP and the Class D LP are GHMA Participating LPs, forty-nine percent (49%); (b) if the Class C LP is the only GHMA Participating LP, forty-nine percent (49%); and (c) if the Class D LP is the only GHMA Participating LP, forty-five percent (45%).

“GHMA Competing Affiliate” is defined in Section 8.2(e).

“GHMA Competing Affiliate Team” is defined in Section 8.2(e).

“GHMA Competing LP Notice” is defined in Section 8.2(e).

“GHMA Eligible LP” means, with respect to the Unaffiliated LPs, at any applicable point in time during which any of the provisions of Article VIII shall be applicable to any specific GHMA Opportunity, that such Unaffiliated LP satisfies all of the following requirements with respect to such GHMA Opportunity: (a) such Unaffiliated LP has, together with its Affiliates, invested less than $500,000,000 in equity capital in one or more joint ventures (including the Company) with the A/B Partners and their Affiliates; and (b) such Unaffiliated LP has not delivered a ROFO Offer Notice under either the Asset Sale ROFO Provisions or the Interest Sale ROFO Provisions (unless the applicable ROFO Sale Process relating to such ROFO Offer Notice has been completed).

“GHMA JV” is defined in Section 8.5(a).

“GHMA LP Go Response” is defined in Section 8.3(c).

“GHMA LP No Go Response” is defined in Section 8.3(c).

“GHMA LP Stop Notice” is defined in Section 8.5(c).

“GHMA Opportunity” means that a GHMA Parkway Party has determined to: (a) seek investor(s) to acquire, directly or indirectly, equity in a GHMA Opportunity Asset currently owned in whole or in part by one or more GHMA Parkway Parties, where the amount of additional equity sought is equal to or greater than the lower of (i) forty-five percent (45%) of such GHMA Parkway Parties’ equity in such GHMA Opportunity Asset and (ii) fifty million dollars ($50,000,000); (b) seek investor(s) to acquire, directly or indirectly, all or part of the interest of one or more GHMA Parkway Parties as a lender in Debt directly or indirectly secured by a GHMA Opportunity Asset, where the amount of additional equity sought is equal to or greater than the lower of (i) forty-five percent (45%) of the outstanding principal balance of such Loan and (ii) fifty million dollars ($50,000,000); or (c) (i) pursue a possible opportunity (in a single transaction or in a series of contractually related transactions) to (A) acquire, directly or indirectly, all or part of a GHMA Opportunity Asset or (B) acquire and/or provide all or part of Debt

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secured, directly or indirectly, by a GHMA Opportunity Asset and (ii) seek co-investor(s) to contribute additional initial equity capital for any such investment in an amount equal to or greater than the lower of (A) forty-five percent (45%) of the aggregate initial equity capital anticipated to be required to consummate such investment opportunity and (B) fifty million dollars ($50,000,000). For purposes of clarity, the term GHMA Opportunity shall not include any of the following: (x) the acquisition of any of the registered publicly traded shares of a Person that is publicly traded on a nationally recognized stock exchange; (y) the provision of property management services, leasing agent services, construction management services, asset management services and/or similar types of services engagements that are solely and exclusively limited to the engagement of the GHMA Parkway Party (or any other Affiliate of PKY REIT) as a property manager, leasing agent, construction manager and/or asset manager in the ordinary course of business; or (z) any transaction where a GHMA Parkway Party does not seek a co-investor or co-investors to participate in at least the applicable amounts described above.

“GHMA Opportunity Asset” means one or more commercial office buildings (together with any retail space or parking facilities ancillary thereto), office building development sites or parking garages that are located within the GHMA

“GHMA Opportunity Asset NRSF” is defined in Section 8.3(a).

“GHMA Opportunity Closing” is defined in Section 8.5(a).

“GHMA Opportunity Closing Failure” is defined in Section 8.6 (a).

“GHMA Opportunity Contract” is defined in Section 8.5(a).

“GHMA Opportunity Estimated Cost” is defined in Section 8.3(a).

“GHMA Opportunity Estimated Return” is defined in Section 8.3(a).

“GHMA Opportunity Future Joint Pursuit Agreement” is defined in Section 8.8.

“GHMA Opportunity Opt Out Notice” is defined in Section 8.2(c).

“GHMA Opportunity Participation Notice” is defined in Section 8.2(c).

“GHMA Opportunity Material Change” means that, with respect to a GHMA Opportunity described in a GHMA Opportunity 2^nd Notice: (a) the GHMA Opportunity Asset NRSF shall have increased or decreased by more than ten percent (10%) from the GHMA Opportunity Asset NRSF disclosed on the applicable GHMA Opportunity 2^nd Notice; (b) the GHMA Opportunity Estimated Cost shall have increased or decreased by more than ten percent (10%) from the GHMA Opportunity Estimated Cost disclosed on the applicable GHMA Opportunity 2^nd Notice; or (iii) the GHMA Opportunity Estimated Return shall have increased or decreased by more than ten percent (10%) from the GHMA Opportunity Estimated Return disclosed on the applicable GHMA Opportunity 2^nd Notice.

“GHMA Opportunity 1^st Notice” is defined in Section 8.2(a).

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“GHMA Opportunity NDA” is defined in Section 8.2(b).

“GHMA Opportunity Pro Rata Share” means (a) the GHMA Parkway Pro Rata Share and (b) as applicable, either (i) the GHMA Aggregate LP Pro Rata Share or (ii) the GHMA Separate LP Pro Rata Shares.

“GHMA Opportunity Pursuit Costs” is defined in Section 8.3(a).

“GHMA Opportunity 2^nd Notice” is defined in Section 8.3(a).

“GHMA Parkway-Owned Opportunity” is defined in Section 8.2(b).

“GHMA Parkway Party” means, for so long as PKY/GP is the General Partner, PKY REIT and/or any Affiliate of PKY REIT.

“GHMA Parkway Pro Rata Share” means one hundred percent (100%) minus the applicable GHMA Aggregate LP Pro Rata Share.

“GHMA Parkway Stop Notice” is defined in Section 8.5(c).

“GHMA Participating LP” is defined in Section 8.2(e).

“GHMA Participating LP Team” is defined in Section 8.2(c).

“GHMA Separate LP Pro Rata Share” is defined in Section 8.3(d).

“GHMA Stop Notice” means a GHMA Parkway Stop Notice or a GHMA LP Stop Notice.

“Governmental Authority” and “Governmental Authorities” means (in the singular or plural) any federal, national, supranational, state, municipal, provincial, local or other government, governmental, legislative, executive, judicial, regulatory or administrative authority, agency, office or commission or any court, tribunal, or judicial or arbitral body.

“GS Loan” means the loan made by Goldman Sachs Mortgage Company, as lender, to certain Project Entities, as borrowers, in the aggregate loan amount of $465,000,000, which (for the avoidance of doubt) closed immediately prior to the issuance of the Class D Interest.

“Holdco” means GWP JV Holdings, LLC, a single member limited liability company formed by the Company under the LLC Act that was wholly-owned by the Company until the issuance of the Holdco Series A Preferred Units and the Holdco Series B Preferred Units as contemplated by the Holdco LLC Agreement.

“Holdco Board of Directors” has the meaning ascribed to “Board” in the Holdco LLC Agreement.

“Holdco Common Interests” has the meaning ascribed to “Common Units” in the Holdco LLC Agreement.

“Holdco Directors” has the meaning ascribed to “Directors” in the Holdco LLC Agreement.

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“Holdco LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Holdco, dated as of the Effective Date, as the same may be amended, modified or supplemented from time to time in accordance herewith and therewith.

“Holdco Major Decisions” has the meaning ascribed to “Major Decisions” in the Holdco LLC Agreement.

“Holdco Officer” has the meaning ascribed to “Officer” in the Holdco LLC Agreement.

“Holdco Series A Preferred Units” has the meaning ascribed to “Series A Preferred Units” in the Holdco LLC Agreement.

“Holdco Series B Majority Vote” has the meaning ascribed to “Series B Majority Vote” in the Holdco LLC Agreement

“Holdco Series B Preferred Units” has the meaning ascribed to “Series B Preferred Units” in the Holdco LLC Agreement.

“Holdco REIT Election” means the unanimous Holdco Major Decision deemed approved by the Holdco Board of Directors as of the date of this Agreement to cause Holdco to: (a) elect to be treated as an “association” taxable as a corporation for federal income tax purposes on a timely filed IRS Form 8832 pursuant to Treasury Regulation Section 301.7701-3(c) (the “CTB Election”) with an effective date of that is two (2) days after the date of the closing under the Contribution Agreement (the “CTB Election Effective Date”); (b) elect to be treated as a REIT pursuant to Section 856 et. seq. of the IRS Code on Holdco’s 2017 IRS Form 1120-REIT; and (c) issue Holdco Series A Preferred Units to not less than one hundred (100) qualified shareholders prior to January 30, 2018.

“Impermissible Service Income” means “impermissible tenant service income” as defined in IRS Code Section 856(d)(7).

“Improvements” means the improvements on each Land tract, including all office buildings, parking garages and the “Tract 11 Assets” (as defined in the Contribution Agreement).

“Indemnitee” is defined in Section 7.3(a).

“Indemnity Action” is defined in Section 7.3(b).

“Indemnity Claim” is defined in Section 7.3(a).

“Indemnity Determination Proceeding” is defined in Section 7.4(a).

“Indemnity Notice” is defined in Section 7.3(a).

“Initial Partner Interest Holder(s)” means: (a) in the case of the A/B Partners, POPLP; (b) in the case of the Class C LP, TIAA and Silverpeak; and (c) in the case of the Class D LP, CPPIB.

“Interest Sale ROFO Provisions” means the provisions of Sections 14.4 through and including Section 14.20.

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“IRS” means the Internal Revenue Service and any successor agency or entity thereto.

“IRS Code” means the Internal Revenue Code of 1986, as amended.

“JAMS Rules” is defined in Section 15.4(b).

“Land” means the ground leasehold or fee interest, as applicable, in the tracts of land described by metes and bounds on Exhibits 6.1 – 6.9 to the Contribution Agreement.

“Laws” means any and all statutes, laws (including common laws and rules of equity), ordinances, regulations, rules, codes, orders, requirements, judgements, findings, moratoria, initiatives, resolutions, ordinances, standards, requirements, resolutions and/or or rules of any Governmental Authority.

“Lease” means any lease, sublease, tenancy, agreement, arrangement, license, concession or other understanding to which a Project Entity is party with respect to the use and/or occupancy of any space within any Building (or any additional improvements that then constitute any portion of the Project Assets) or otherwise upon the Land (or any additional land that then constitutes any portion of the Project Assets) or any improvements thereon.

“Leasing Costs” means any and all costs, expenses and/or allowances of any kind or nature whatsoever paid or incurred by or on behalf of any Project Entity arising from, out of or in connection with: (a) any existing Lease; (b) any modification and/or amendment to an existing Lease; and/or (c) any proposed or actual new Lease, in all cases (i) including: (A) tenant improvement costs and/or allowances; (B) leasing and/or brokerage commissions; (C) free rent periods and/or rent abatements, concessions or discounts; (D) tenant “take-over” and moving expenses; and (E) other tenant inducements and/or concessions and (ii) excluding ordinary and customary operating expenses incurred in connection with providing the tenant under an existing Lease with the services required to be provided to such tenant.

“Lender” means the direct holder (and/or loan administrator of) all or any portion of any Debt.

“Line Item” means each category of cost or expense noted on an Approved Annual Budget or a budget of the Company Approved as a Major Decision pursuant to Section 6.3(g), as applicable.

“LLC Act” is defined in the First Recital.

“LP Act” is defined in the First Recital.

“Major Decisions” means (a) all those Major Decisions expressly provided for in Section 6.3, and (b) any other action, decision and/or determination that is expressly stated to either be a Major Decision, to require “Approval” or an “Approved Major Decision”, or otherwise to require the unanimous approval of the Partners.

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“Major Decision Contract” means any Contract (or multiple Contracts with a single counterparty or such counterparty’s Affiliates) (but excluding any Approved Affiliate Agreement, any Lease, any Debt Document and any Ordinary Course Debt) that meets any of the following criteria:

(a) a Contract (or multiple Contracts (x) with a single counterparty or such counterparty’s Affiliates and (y) which deal with an integrated project or series of projects) requiring a Project Entity or Project Entities to pay more than $1,000,000, provided that if (i) a Contract described in this clause (a) is specifically provided for in and/or contemplated by an Approved Annual Budget or a budget of the Company Approved as a Major Decision pursuant to Section 6.3(g) or another Approved Major Decision and (ii) the material terms thereof, including the financial terms, were provided to the Partners prior to the time when such budget or other Approved Major Decision was Approved, then the final execution and delivery of such Contract shall not require an additional Approved Major Decision; or

(b) a Contract pursuant to which the counterparty is providing property and/or asset management services to any one (1) or more of the Project Entities.

“Major Decision Disapproval” is defined in Section 6.7(b).

“Major Decision Proposal” is defined in Section 6.7(a).

“Major Decision Response Notice” is defined in Section 6.7(d).

“Major Lease” is defined in the Holdco LLC Agreement.

“Mezzco” means GWP JV Mezzanine, LLC, a Delaware limited liability company.

“Minimum Gain” means an amount equal to the excess of the principal amount of debt of any Project Entity for which no Partner is liable (“Non-Recourse Debt”), over the adjusted basis of the Project Assets which represents the minimum taxable gain which would be recognized by the Company if the Non-Recourse Debt were foreclosed upon and the Project Assets were transferred to the creditor in satisfaction thereof, and which is referred to as “minimum gain” in Treasury Regulations Section 1.704-2(b)(2). A Partner’s share of Minimum Gain shall be determined pursuant to Treasury Regulations Section 1.704-2.

“Minimum Gross Sale Price” is defined in Section 9.1(b)(i).

“Necessary Action” and “Necessary Actions” mean actions that are necessary or appropriate for any of the following purposes: but in each case only to the extent that such action is necessary or appropriate to prevent or mitigate imminent harm to the Company or the other Project Entities and then only to the extent such imminent harm is not the result of General Partner’s failure to timely address a circumstance affecting the Project Entities: (a) to preserve and/or protect the safety of individuals or property; (b) to avoid the suspension of any necessary service to any portion of the Project Assets; (c) to enable any Project Entity to (i) comply with the requirements of any Laws or insurance policies and/or (ii) enforce/defend the rights of any Project Entity with respect to any action by any Governmental Authority and/or other third party; (d) to avoid default under an existing Lease, Contract or Debt Document (other than a default in repayment of Debt upon maturity (whether at stated maturity, by acceleration or otherwise) or any partial principal payment other than regular amortization payments); (e) to enforce/defend the rights of Project Entity under a Lease, Contract or Debt Document; and/or (f) otherwise to avoid or mitigate imminent threat or harm to the Company, any other Project Entity and/or the Project.

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“Net Equity Value” is defined in Section 9.2.

“NEV Statement” is defined in Section 9.2.

“1940 Act” is defined in Section 11.3(a).

“Non-Affiliated Partner” means, with respect to any Affiliate Agreement, any Partner that is not (or whose Partner Related Party is not) the counterparty to the Affiliate Agreement.

“Non-Conforming Budget Action” is defined in the Holdco LLC Agreement.

“Non-Recourse Debt” has the meaning set forth in the definition of “Minimum Gain.”

“Non-Recurring Capital Expenses” is defined in the Holdco LLC Agreement.

“Observer” is defined in Section 6.10(k).

“OFAC” means the United States Department of the Treasury’s Office of Foreign Assets Control.

“Operating Expenses” means any and all costs and expenses paid or incurred by any Project Entity that are treated as operating expenses in the books and records of the Company in accordance with the Accounting Principles.

“Ordinary Course Debt” means any Debt that (a) is not for borrowed money, (b) is incurred in the ordinary course of business of any Project Entity (including in respect of leases and/or installment sales contracts for personal property and equipment) and (c) does not require either (i) a lien or encumbrance of any real property owned by any Project Entity or (ii) a pledge of the Partnership Interests or the interests in any other of the Project Entities.

“Original Agreement” is defined in the First Recital.

“Other Affiliate Activity” and “Other Affiliate Activities” are defined in Section 8.1(a).

“Partially Adjusted Capital Account” means, with respect to any Partner for any Fiscal Year or other period, the Capital Account balance of such Partner at the beginning of such period, adjusted for all contributions and distributions during such period and all special allocations pursuant to Section 5.4(e) with respect to such period but before giving effect to any allocations pursuant to Section 5.4(d) with respect to such period.

“Partner” and “Partners” means (a) initially, PKY/GP, PKY/LP, TIAA/LP and CPP/LP for so long as any such Person is a Partner pursuant to the terms of this Agreement and (b) each other Person duly admitted as a Partner of the Company pursuant to the terms hereof for so long as any such Person is a Partner pursuant to the terms of this Agreement.

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“Partner Debt Guaranty” means any guaranty, indemnity or other similar agreement executed and delivered by any Partner or any Partner Related Party in connection with any Debt of a Project Entity pursuant to which such Partner or any Partner Related Party has any potential personal liability; provided, however, that all amounts paid by a Partner under a Partner Debt Guaranty shall be treated in accordance with Article VII of this Agreement and Article VIII of the Holdco LLC Agreement.

“Partner-Funded Debt” means any Non-Recourse Debt of the Company that is held or guaranteed by any Partner and/or is treated as partner nonrecourse debt with respect to a Partner under Treasury Regulations Section 1.704-2(b)(4).

“Partner Related Parties” means, for each Partner: (a) the Affiliates of such Partner; (b) the direct and/or indirect shareholders, principals, members, partners and/or owners of a Partner and its Affiliates (but excluding (i) any direct or indirect owner of publicly traded shares in any Person unless such direct or indirect owner of publicly traded shares, acting on its own, has the ability to determine all Major Decisions in respect of such Person, (ii) with respect to the A/B Partners, any direct or indirect owner of limited partnership interests in POPLP, other than Parkway, Inc., and (iii) with respect to the Class D LP, any individual contributor or beneficiary of CPPIB) and (c) any of the directors, officers, executives, employees and/or representatives of a Person described in clauses (a) and (b).

“Partner Syndication Transfer(s)” means the Transfer (including any re-Transfer) of any portion of the direct or indirect interests in the Class C LP or the Class D LP to any Person(s), or in the case of the Class D LP, the Transfer of the Class D Interest to a Person whose equity interests are directly or indirectly owned entirely by CPPIB and one or more Person(s) (which Person shall thereafter become the Class D LP for all purposes of this Agreement); provided, that (i) subsequent to any such Transfer(s) in the Class C LP, TIAA and/or Silverpeak will: (A) have the sole right to direct the exercise of any Major Decision consent or veto rights for the Class C LP under this Agreement, other than any Major Decision that alters the tax treatment of the Company or any Project Entity; and (B) have the sole right to direct the initiation of the Class C LP’s rights under the Asset Sale ROFO Provisions and the Interest Sale ROFO Provisions and (ii) subsequent to any such Transfer(s) in the Class D LP or of the Class D Interest, CPPIB will (A) have the sole right to direct the exercise of any Major Decision consent or veto rights for the Class D LP under this Agreement; and (B) have the sole right to initiate the Class D LP’s rights under the Asset Sale ROFO Provisions and the Interest Sale ROFO Provisions. For clarity, the A/B Partners shall have no right to undertake Partner Syndication Transfers.

“Partnership Interest” means the entire interest of a Partner in the Company.

“Partnership Representative” is defined in Section 12.5(c).

“Partnership Tax Audit Rules” means IRS Code Sections 6221 through 6241, as amended by the Bipartisan Budget Act of 2015, together with any Treasury Regulations and other guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

“Percentage Interest” means, as to any Partner at any determination date, the percentage of the Company owned by such Partner. Subject to the assignments described in Section 2.10: (a) the initial

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Percentage Interest of PKY/GP is 1%; (b) the initial Percentage Interest of PKY/LP is 60.586%; (c) the initial Percentage Interest of TIAA/LP is 13.914%; and (d) the initial Percentage Interest of CPP/LP is 24.5%. Notwithstanding anything to the contrary in this Agreement, CPP/LP’s Percentage Interest shall in no event exceed (or be deemed to exceed) 49% at any time such interest is held by CPPIB or an Affiliate of CPPIB, unless CPPIB otherwise consents in writing.

“Permitted Capital Call” means a Capital Call necessary to provide funds for the Company to (a) pay an expense of the Company set forth in (i) a budget of the Company Approved as a Major Decision pursuant to Section 6.3(g) or (ii) an Approved Annual Budget, to the extent the same pertains to the administration of the Company (including expenses incurred in connection with the performance of the General Partner’s obligations as provided for in Article XII) and not to the administration or operations of another Project Entity, (b) pay an expense of the Company otherwise Approved as a Major Decision pursuant to Section 6.3(i), (c) pay any and all costs or expenses incurred or owed by the Company pursuant to Article VII, as provided in Section 7.3(g)(ii), or (d) respond to a capital call from Holdco delivered pursuant to the Holdco LLC Agreement.

“Permitted Transfer” is defined in Section 14.20.

“Permitted Transfer Closing” is defined in Section 14.20.

“Permitted Transferee” means a Qualified Transferee that meets all of the requirements for a Permitted Transfer in Section 14.20. For the avoidance of doubt, CPPIB REH and CPPIB shall each be a Permitted Transferee of CPP/LP for all purposes of this Agreement.

“Person” means an individual, partnership, joint venture, corporation, limited liability company, trust or other legal entity.

“Phoenix Loan” means that certain loan in the original principal amount of $80,000,000 made by Teachers Insurance and Annuity Association of America, a New York corporation to PKY 3200 SW Freeway LLC on February 21, 2013.

“PKY/GP” is PKY/GP as defined in the Preamble of this Agreement, together with its successors and assigns.

“PKY/LP” is PKY/LP as defined in the Preamble of this Agreement, together with its successors and assigns.

“PKY GHMA Information” is defined in Section 8.2(e).

“PKY REIT” means Parkway, Inc., a Maryland corporation.

“PKY REIT Condition” means that (a) the A/B Partners are Affiliates of PKY REIT and (b) PKY REIT (or any of the successors and/or assignees of PKY REIT (whether by merger or otherwise)) is a Qualified REIT.

“POPLP” is defined in Clause A of the First Recital.

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“POPLP Estoppel” means an estoppel certificate executed by POPLP and delivered to the Company in accordance with Section 9.03 of the Contribution Agreement.

“Proceeding” and “Proceedings” means (in the singular or plural) any litigation, suit, investigation, audit, hearing, or other proceeding (a) with respect to which: (i) any Project Entity is a party or is called as a witness; (ii) any rights and obligations under an existing (or expired) Lease, Contract or Debt Document are being contested; and/or (iii) any direct or indirect interests in any of the Project Assets are being claimed by a third party (including by any Governmental Authority) and (b) that is being held: (i) in a court of competent jurisdiction; (ii) under the auspices of a Governmental Authority pursuant to applicable Law; or (iii) pursuant to an arbitration, mediation or other alternative dispute resolution proceeding.

“Profits” and “Losses” is defined in Section 5.4.

“Prohibited Person” means a Person that is: (a) a Person designated by the U.S. government as a Specially Designated National and Blocked Person on the most current list published by OFAC at its official website, (which current website is http://www.treas.gov/offices/enforcement/ofac), with which a U.S. Person cannot deal with or otherwise engage in business transactions; (b) a Person who is otherwise the target of any U.S. economic sanctions program such that a U.S. Person cannot deal with or otherwise engage in business transactions involving such Person; (c) owned or controlled by, or acting for or on behalf of, any Person identified in clause (a) and/or (b) above; or (d) located, domiciled or residing in a country that is the target of any U.S. economic sanctions program such that the entry into this Agreement would be prohibited under U.S. Laws.

“Project” means, at any point in time (and without duplication) the entirety of the Project Entities and the Project Assets, on a consolidated basis.

“Project Assets” means, at any point in time (and without duplication), all of the right, title and interest of the Company, Holdco and/or any other Project Entity in and to: (a) that portion of the Contribution Assets then owned by the Company, Holdco and/or any other Project Entity; (b) the cash and cash equivalents to which the Company, Holdco and/or any other Project Entity then has ownership or rights; and (c) all other real and personal property and rights of any kind or nature then owned by or accruing to the benefit of the Company, Holdco and/or any other Project Entity.

“Project Entity” means, at any point in time: (a) the Company; (b) Holdco; (c) Mezzco, (d) the Propcos and the TRS Entity then owned, directly or indirectly, by Holdco; and (e) any other direct or indirect subsidiary of Holdco, the formation of which is Approved by the Partners as a Major Decision.

“Propco” means any directly or indirectly wholly-owned subsidiary of Holdco that directly owns real property.

“Qualified REIT” means an entity is and remains qualified as a “real estate investment trust” for federal income tax purposes pursuant to all applicable Law, including Sections 856, et. seq. of the IRS Code.

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“Qualified Transferee” means a Person that (a) is a third-party investor that (i) is (or who has a direct or indirect Affiliate who is) a “qualified institutional buyer” under Rule 144A promulgated under the Securities Act of 1933, as amended, and (ii) has adequate resources to meet the obligations related to the Partnership Interest that is the subject of the applicable Transfer, but in no case shall (in combination with its direct or indirect Affiliates and, with respect to POPLP only, its direct or indirect interests in the Project Assets) have assets under management of less than $2,000,000,000.00, (b) satisfies, and does not breach or cause the Company or any other Project Entity to violate, the Transfer Restrictions, and (c) is an institutional equity investor with an investment policy that includes investment in “core” real estate assets, including those similar to the Project Assets.

“Recurring Capital Expenses” is defined in the Holdco LLC Agreement.

“REIT” means a real estate investment trust within the meaning of Section 856 of the IRS Code and the Treasury Regulations thereunder.

“Related Party Tenant” is defined in Section 6.19(a)(iii).

“Representative(s)” is defined in Section 6.7(a).

“ROFO Adjustment Statement” is defined in Section 9.9(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.11(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Adjustments” is defined in Section 9.9(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.11(b) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Adjustment Challenge Notice” is defined in Section 9.10(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.12(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Assignee(s)” means: (a) if there is one (1) ROFO Buyer, the Person designated by the ROFO Buyer to be the assignee and acquire 100% of the Partnership Interest of the ROFO Seller, then such designated Person; (b) if there are two (2) ROFO Buyers and they jointly designate a Person to be the assignee and acquire 100% of the Partnership Interest of the ROFO Seller, then such designated Person; and (c) if there are two (2) ROFO Buyers and they each designate a separate assignee to acquire such ROFO Buyer’s ROFO Buyer Pro Rata Share of the Partnership Interest of the ROFO Seller, then such designated Persons. For clarity, a ROFO Buyer may designate itself to be its ROFO Assignee.

“ROFO Assignment(s)” means an assignment (or assignments) from a ROFO Seller to the ROFO Assignee(s) providing, inter alia, that: (a) ROFO Seller represents and warrants that it owns one hundred percent (100%) of its Partnership Interest free and clear of any and all liens, encumbrances and security interests; (b) the ROFO Seller assigns its Partnership Interest (or applicable portion thereof) to the ROFO Assignee(s), free and clear of all liens, encumbrances and security interests; (c) each ROFO Assignee assumes all obligations, liabilities and responsibilities arising from, out of or in connection with the Partnership Interest of the ROFO Seller (or portion thereof) arising from and after the ROFO Closing Date; and (d) each party represents and warrants to the other that it (i) is duly organized, validly existing and has the necessary corporate or other entity power and authority to execute and deliver the ROFO

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Assignment and to consummate the ROFO Closing and (ii) requires no authorizations or consents which have not been obtained. For all purposes under this Agreement, if the ROFO Seller is comprised of the A/B Partners, the ROFO Assignment shall also be deemed to include a corresponding mirror assignment by both A/B Partners of their respective Partnership Interests.

“ROFO Buy Response” is defined in Section 9.3(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.5(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Buyer” is defined in Section 9.4(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.6(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Buyer Default” is defined in Section 9.13(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.15(b) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Buyer Default Notice” is defined in Section 9.13(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.15(b) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Buyer Pro Rata Share” means that portion of the Partnership Interest a ROFO Offeree has the right to elect to buy in response to a ROFO Offer Notice and that portion of the Partnership Interest of a ROFO Seller that a ROFO Buyer has the right to buy under a ROFO Contract (with the A/B Partners being deemed to be single ROFO Offeror, ROFO Offeree, ROFO Seller or ROFO Buyer for purposes of this definition) as follows:

(a) Each of the initial ROFO Offeree(s) has the initial right to elect to acquire that percentage of the Partnership Interest of the ROFO Offeror, calculated as a fraction with a numerator equal to the Percentage Interest of each ROFO Offeree and a denominator equal to the Percentage Interests of all ROFO Offerees.

(b) If one (1) ROFO Offeree becomes a ROFO Buyer and one (1) ROFO Offeree does not become a ROFO Buyer, or if there is only one (1) ROFO Offeree and it becomes a ROFO Buyer, then the ROFO Buyer Pro Rata Share of the ROFO Buyer is 100%.

(c) If there are two (2) ROFO Buyers, one (1) remains a ROFO Buyer, the other ROFO Buyer becomes a ROFO Defaulting Buyer and the first ROFO Buyer did not become a ROFO Defaulting Buyer, the ROFO Buyer Pro Rata Share of the ROFO Buyer that did not become a ROFO Defaulting Buyer is 100%.

(d) If there are two (2) ROFO Buyers, each ROFO Buyer would have the right to acquire that percentage of the Partnership Interest of the ROFO Seller, calculated as a fraction with a numerator equal to the Percentage Interest of each ROFO Buyer and a denominator equal to the Percentage Interests of both ROFO Buyers.

(i) For example: If the A/B Partners are a ROFO Buyer (with an aggregate 51% Percentage Interest), the Class C LP is a ROFO Buyer (with a 24.5% Percentage Interest) and the Class D LP is the ROFO Seller (with a 24.5% Percentage Interest), then

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(A) the ROFO Buyer Pro Rata Share of the A/B Partners will be 51/75.5 = 67.55% (and they could buy 67.55% of the Class D Interest) and (B) the ROFO Buyer Pro Rata Share of the Class C LP will be 24.5/75.5 = 32.45% (and it could buy 32.45% of the Class D Interest).

(ii) If the Class C LP is a ROFO Buyer (with a 24.5% Percentage Interest) and the Class D LP is a ROFO Buyer (with a 24.5% Percentage Interest) and the A/B Partners are the ROFO Seller (with an aggregate 51% Percentage Interest), then (A) the Deficiency Funding Pro Rata Share of each of the Class C LP and the Class D LP will be equal to 24.5/49 = 50% (and they could each buy 50% of the Class A Interest and the Class B Interest).

“ROFO Closing” is defined in Section 9.7 (for purposes of the Asset Sale ROFO Provisions) and in Section 14.9 (for purposes of the Interest Sale ROFO Provisions).

“ROFO Closing Amount Due” is defined in Section 9.9(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.11(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Closing Date” is defined in Section 9.7 (for purposes of the Asset Sale ROFO Provisions) and in Section 14.9 (for purposes of the Interest Sale ROFO Provisions).

“ROFO Contract” is defined in Section 9.4(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.6(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Defaulting Buyer” is defined in Section 9.13(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.15(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Defaulting Seller” is defined in Section 9.12 (for purposes of the Asset Sale ROFO Provisions) and in Section 14.14 (for purposes of the Interest Sale ROFO Provisions).

“ROFO Deposit” is defined in Section 9.6(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.8(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Escrow Agent” means Commonwealth Land Title Insurance Company or another third party engaged by the ROFO Seller and the ROFO Buyer(s) to serve as the escrow agent with respect to the Asset Sale ROFO Provisions or the Interest Sale ROFO Provisions, as applicable, pursuant to a ROFO Escrow Agreement.

“ROFO Escrow Agreement” means an agreement in form substantially similar to the form attached as Exhibit 1, with appropriate modifications as described in the footnotes thereto.

“ROFO Escrow Notice” is defined in Section 9.5(a)(i) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.7(a)(i) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Estimated Price” is defined in Section 9.2 (for purposes of the Asset Sale ROFO Provisions) and in Section 14.4(a) (for purposes of the Interest Sale ROFO Provisions).

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“ROFO Final Price” is defined in Section 9.9(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.11(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Loan Guaranty Indemnity” means an indemnity agreement from a ROFO Buyer or a Partner Related Party of a ROFO Buyer to a ROFO Seller and/or Partner Related Party that is a party to any Partner Debt Guaranty that: (a) indemnifies, protects and holds harmless such ROFO Seller and/or Partner Related Party from and against any and all loss, cost, damage, liability and expense (including for legal fees and court costs) that arise from, out of and/or in connection with any claim against such ROFO Seller and/or Partner Related Party under any Partner Debt Guaranty (other than to the extent of actual damages paid or incurred by the assignee and/or indemnitor that arise directly from the fraud, willful misconduct, gross negligence, bad faith or material breach of this Agreement or the Holdco LLC Agreement, in each case, on the part of the ROFO Seller and/or such Partner Related Party during the time the ROFO Seller was a Partner); (b) is reasonably satisfactory to the ROFO Seller in terms of the net worth and liquidity of the indemnitor (provided, that the proposed indemnitor’s net worth and liquidity shall be deemed reasonably satisfactory if (x) such proposed indemnitor is an Initial Partner Interest Holder or (y) has a net worth and liquidity equal to or exceeding the net worth and liquidity of the party to the Partner Debt Guaranty at the time of calculation); and (c) is otherwise in form and substance reasonably satisfactory to the ROFO Seller. For purposes of clarity, if there are two (2) ROFO Buyers, then (i) one ROFO Buyer may deliver a single ROFO Loan Guaranty Indemnity on behalf of both ROFO Buyers, and (ii) the ROFO Buyers will have the right to allocate their respective rights and obligations in respect of such indemnification, protection and hold harmless obligations pursuant to a separate agreement (or if applicable, an amendment and restatement of this Agreement).

“ROFO Loan Guaranty Release” means an agreement, duly authorized and executed by an applicable Lender, holder, manager, trustee and/or administrator of the applicable Debt, that (a) releases the ROFO Seller and/or any Partner Related Party of the ROFO Seller that is a party to any Partner Debt Guaranty from any and all of such Person’s obligations, liabilities and responsibilities arising from, out of or in connection with such Partner Debt Guaranty and (b) is otherwise in form and substance reasonably satisfactory to the ROFO Seller.

“ROFO No Buy Response” is defined in Section 9.3(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.5(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Offer Notice” is defined in Section 9.1(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.4(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Offeree” is defined in Section 9.1(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.4(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Offeror” is defined in Section 9.1(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.4(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Other Closing Documents” means all other documents, instruments and certificates reasonably deemed necessary or appropriate by a ROFO Seller or a ROFO Buyer to consummate a ROFO Closing,

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including, as applicable, those required in connection with evidencing the withdrawal of the ROFO Seller as a Partner from the Company, the admission of any new Person as a Partner or (if applicable) the termination of the Company.

“ROFO Pro Rata Deposit Amount” is defined in Section 9.6(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.8(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Response Period” is defined in Section 9.3(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.5(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Sale Process” means the process under the Asset Sale ROFO Provisions or the Interest Sale ROFO Provisions, as applicable, by which: (a) the ROFO Offeror and ROFO Offeree(s) fail to enter into a ROFO Contract; (b) the ROFO Offeror and ROFO Offeree(s) enter into a ROFO Contract but fail to close under the ROFO Contract because of a ROFO Buyer Default or a ROFO Seller Default; or (c) there is a ROFO Closing.

“ROFO 2^nd Escrow Notice” is defined in Section 9.6(b) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.8(b) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Seller” is defined in Section 9.4(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.6(a) (for purposes of the Interest Sale ROFO Provisions).

“ROFO Seller Default” is defined in Section 9.15(a) (for purposes of the Asset Sale ROFO Provisions) and in Section 14.17(a) (for purposes of the Interest Sale ROFO Provisions).

“Silverpeak” means SP GWP GP LLC, a Delaware limited liability company.

“Subdivision” is defined in the Holdco LLC Agreement.

“Target Account” means, with respect to any Partner for any Fiscal Year, the excess of (a) an amount (which may be either a positive balance or a negative balance) equal to the hypothetical distribution (or contribution) such Partner would receive (or contribute) if all Project Assets, including cash, were sold for cash equal to their Book Value (taking into account any adjustments to Book Value for such year), all liabilities (including prepayment penalties, yield maintenance fees and similar costs) of the Project Entities were then satisfied according to their terms (except that if the nonrecourse liabilities secured by an asset exceed the Book Value of such asset, such calculation shall be made assuming that the asset were transferred to the lender in satisfaction of the debt) and all remaining proceeds from such sale were distributed pursuant to Section 4.1 over (b) such Partner’s share of Minimum Gain of the Company and any Minimum Gain attributable to Partner-Funded Debt.

“Tax Matters Partner” is defined in Section 12.5(c).

“TIAA” means THRE Permian Investor GP Member LLC, a Delaware limited liability company.

“TIAA/LP” is TIAA/LP as defined in the Preamble of this Agreement, together with its permitted successors and assigns.

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“Transfer” means (a) when used as a noun, any direct or indirect transfer, sale, assignment, exchange, charge, pledge, gift, hypothecation, mortgage, conveyance, encumbrance or other disposition (whether voluntary or involuntary and whether by operation of Law or otherwise) and (b) when used as a verb, to (directly or indirectly) transfer, sell, assign, exchange, charge, pledge, give, hypothecate, convey, encumber or otherwise dispose of (whether voluntary or involuntary and whether by operation of Law or otherwise) a specified asset or interest.

“Transfer Breach” means any Transfer (or any attempt to Transfer) all or any portion of the Partnership Interest of a Partner and/or of any direct or indirect interest in such a Partner in violation of this Agreement.

“Transfer Restrictions” is defined in Section 14.1(f).

“Treasury Regulations” means the regulations promulgated under the IRS Code, as such regulations are in effect on the date hereof.

“TRS Entity” means GWP TRS, LLC, a limited liability company that is a wholly-owned subsidiary of Holdco.

“TRS REIT Election” means the unanimous Holdco Major Decision by the Holdco Board of Directors to cause the TRS Entity to (a) elect to be treated as an “association” taxable as a corporation for federal income tax purposes pursuant to Treasury Regulation Section 301.7701-3(c) (the form of which election is attached to the limited liability company agreement of the TRS Entity) and (b) elect to be treated as a “taxable REIT subsidiary” (as defined in Section 856(l) of the IRS Code.

“Unaffiliated LP” means: (a) for so long as PKY/GP is the General Partner, the Class C LP and the Class D LP are each deemed to be an Unaffiliated LP; (b) if a replacement General Partner is the Class C LP or an Affiliate of the Class C LP, then (i) the Class A Partner and the Class B LP (acting together) will be deemed to be a single Unaffiliated LP and (ii) the Class D LP will be deemed to be a single Unaffiliated LP; (c) if the replacement General Partner is the Class D LP or an Affiliate of the Class D LP, then (i) the Class A Partner and the Class B LP (acting together) will be deemed to be a single Unaffiliated LP and (ii) the Class C LP will be deemed to be a single Unaffiliated LP; and (d) if the replacement General Partner is a third party that is not an Affiliate of any of the existing Partners, then each of the Class A Partner and the Class B LP (acting together), the Class C LP and the Class D LP shall be Unaffiliated LPs.

“Unaffiliated LP Competing Leasing Team” is defined in Section 8.1(e).

“Unaffiliated LP Greenway Team” is defined in Section 8.1(e).

“Unrestricted Affiliate Transfers” means, with respect to any Partner, the Transfer of all (but not less than all) of such Partner’s direct Partnership Interest to an Affiliate that (a) is one hundred percent (100%) owned and controlled by, under one hundred percent (100%) ownership and control of, or under one hundred percent (100%) common ownership and control with such Partner, (b) remakes all of the representations, warranties and covenants of such Partner set forth in Article XI, and (c) assumes all of the rights and obligations of such Partner hereunder first accruing from and after the date of such

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Transfer pursuant to an assignment and assumption agreement in form reasonably acceptable to the other Partners. For the avoidance of doubt, Unrestricted Affiliate Transfers shall include any Transfer between CPPIB US RE-A, Inc. and CPPIB REH and between CPPIB REH and CPPIB (each, a “CPPIB Internal Transfer”).

“Unrestricted Public Transfer(s)” means, following any Transfer of any of the interests in a Partner pursuant to a Partner Syndication Transfer to a Person that is publicly traded on a nationally recognized stock exchange, the Transfer of any of the publicly-traded shares of such Person.

“Unrestricted PKY Transfer(s)” means any and all Transfers of direct and/or indirect interests in PKY REIT and/or POPLP.

“Volcker Rule” is defined in Section 11.2(e).

“Voluntary Bankruptcy Action” is defined in the definition of “Bankruptcy Event”.

END OF ARTICLE I

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ARTICLE II

LIMITED PARTNERSHIP

2.1 Certificate of Formation. The Company Certificate has been filed in the Office of the Secretary of State of Delaware.

2.2 Name. The name of the Company is “GWP JV Limited Partnership” and this is the name in under which name all business and affairs of the Company shall be conducted, except to the extent otherwise required by the Laws of the State of Delaware or the State of Texas or any other state in which the Company is doing business.

2.3 Principal Office, Resident Agent and Registration in Texas as a Foreign Limited Liability Company.

(a) The principal office of the Company shall be located at c/o Parkway, Inc., 5847 San Felipe Street, Suite 2200, Houston, Texas 77057.

(b) The name and office address of the registered agent for service of process on the Company in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

(c) General Partner may change the principal office of the Company and/or the name and office address of the registered agent for service of process on the Company upon not less than ten (10) Business Days’ prior written notice to the other Partners if the principal office is an office of PKY REIT, and otherwise with the Approval of the Partners as a Major Decision.

(d) Promptly following the Effective Date, Parkway shall cause the Company to register as a foreign limited liability company doing business in the State of Texas.

2.4 Purposes and Powers.

(a) The sole purposes of the Company (individually, a “Company Purpose” and collectively, the “Company Purposes”) are, in accordance with Section 2.8, to: (i) directly own 100% of the outstanding Holdco Common Interests and 60% of the outstanding Holdco Series B Preferred Units and, if necessary, 80% of the Holdco Series A Preferred Units; (ii) indirectly own the Project Assets (which at all times shall be held solely through Holdco or one or more subsidiaries of Holdco); and (iii) indirectly, through Holdco or one or more Holdco subsidiaries (and subject to the terms of the Holdco LLC Agreement), to: (A) manage, operate, finance, refinance, sell, Transfer and otherwise use and deal with any Project Entity owned by Holdco; (B) lease, operate, manage, maintain, entitle (by way of the Subdivision or otherwise), improve, develop, repair, restore, sell, finance, refinance, Transfer and otherwise use or deal with the Project Assets or any portions thereof: (C) enter into (and/or cause any Project Entity to enter into) one (1) or more Contracts and Debt; and (D) take any and all other acts which may be necessary, desirable, appropriate or incidental in connection with the business of the Company, Holdco, the other Project Entities, the Project Assets and the Project.

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(b) Subject to the terms of this Agreement, the Company shall have the right, power and authority to take (and, subject to the to the terms of the Holdco LLC Agreement, to cause any of the other Project Entities to take) any and all actions as may be necessary, desirable, appropriate or incidental in connection with pursuing the purposes of the Company as described in Section 2.4(a) above.

(c) Unless otherwise agreed to as a Major Decision, the purposes described in Sections 2.4(a) and (b) above shall be the sole purposes of the Company.

2.5 Term. The term of the Company shall continue until the liquidation and dissolution of the Company pursuant to Article XIII.

2.6 Fiscal Year. The fiscal year of the Company (the “Fiscal Year”) shall end on the 31st day of December in each year. The Company shall have the same Fiscal Year for income tax and accounting purposes.

2.7 Other Business. The provisions of Article VIII shall govern the rights and obligations of the Partners with respect to other business opportunities of the Partners and their respective Affiliates.

2.8 No Commercial Activities; No U.S. Trade or Business; No Effectively Connected Income. From and after the CTB Election Effective Date, General Partner shall, at the Company’s expense, use commercially reasonable efforts to conduct the business and affairs of the Company and structure the investment of all Company assets such that (a) all Company assets (other than cash, including cash accounts and deposit accounts with banks and other financial institutions) are held, at all times, directly or indirectly by Holdco, with the sole assets of the Company (other than cash, including cash accounts and deposit accounts with banks and other financial institutions) being stock of Holdco and the Company’s rights with respect thereto; (b) any Partner that is a “foreign government” within the meaning of IRS Code Section 892 and the Treasury Regulations promulgated thereunder will not be deemed to be engaged in activities which constitute “commercial activities” within the meaning of Treasury Regulation Section 1.892-4T, solely as a result of its investment in the Company; and (c) any non-U.S. person holding a direct or indirect interest in the Company will not be deemed to be (A) engaged in a “trade or business within the United States” within the meaning of IRS Code Section 864(b) and the Treasury Regulations promulgated thereunder and/or (B) earn “effectively connected income” within the meaning of IRS Code 864(c) and the Treasury Regulations promulgated thereunder. General Partner shall be deemed to have satisfied in all respects its obligations under clauses (b) and (c) of the foregoing sentence if it complies with clause (a) of the foregoing sentence.

2.9 30% Threshold. Notwithstanding anything to the contrary contained herein, upon the prior written request of CPP/LP, the Company and the Partners shall use commercially reasonable efforts to take such specific action as may be requested by CPP/LP in writing to ensure that each Project Entity is structured such that CPP/LP (together with its Affiliates) does not hold, directly or indirectly (based on its interest in the Company or otherwise), more than thirty percent (30%) of the securities of such Project Entity to which attach the right to elect, appoint or remove the directors or managers of

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such Project Entity, and the Company and the Partners shall cooperate, at CPP/LP’s sole cost and expense, with CPP/LP in taking such reasonable actions as requested by CPP/LP to ensure that CPP/LP and its Affiliates do not directly or indirectly hold more than thirty percent (30%) of such securities; provided, that (a) such actions do not have an adverse effect on the Company, any of the Partners (other than CPP/LP) or any of the Partner Related Parties of such other Partners and (b) all costs and expenses relating to such actions shall be borne by CPP/LP; provided; further; that, notwithstanding clause (a) of this Section 2.9, in the event that such actions would have an adverse effect on the Company or the Partners or any of the Partner Related Parties of such other Partners (other than CPP/LP and its Partner Related Parties), at CPP/LP’s request, the Company and the Partners shall nonetheless reasonably cooperate with CPP/LP in taking such actions as requested by CPP/LP so long as CPP/LP agrees to indemnify and hold harmless the Company, the Partners (other than CPP/LP), and the Partner Related Parties of such other Partners (as applicable) from any and all such adverse effects. The Company and the Partners agree and acknowledge that CPP/LP and its counsel have reviewed the transactions and investment structure contemplated by this Agreement and the Contribution Agreement and have advised the Company and the other Partners that such transactions and investment structure are not expected to be inconsistent with the limitations described in the preceding clauses (a) and (b).

2.10 Class C-2 Interest Assignment.

(a) The Partners acknowledge and agree that, as of the Effective Date: (i) PKY/GP owns a 1% Percentage Interest; (ii) PKY/LP owns a 60.586% Percentage Interest; (iii) TIAA/LP owns a 13.914% Percentage Interest; and (iv) CPP/LP owns a 24.5% Percentage Interest.

(b) TIAA/LP is obligated to acquire an additional 10.586% Percentage Interest from PKY/LP by payment to PKY/LP of the Class C-2 Assignment Consideration Amount in accordance with the terms of the Contribution Agreement. TIME IS OF THE ESSENCE FOR TIAA/LP TO PAY PKY/LP THE CLASS C-2 ASSIGNMENT CONSIDERATION AMOUNT WITHIN THE APPLICABLE TIME PERIODS SET FORTH IN THE CONTRIBUTION AGREEMENT.

(c) If PKY/LP shall receive the Class C-2 Assignment Consideration Amount as provided for in Section 2.10(b), then PKY/LP shall deliver the Class C-2 Interest Assignment to TIAA/LP within five (5) Business Days after receipt of the Class C-2 Assignment Consideration Amount (failing which PKY/LP shall, without further notice to or from or act on the part of any Person, be deemed to have delivered the Class C-2 Interest Assignment to TIAA/LP as of the date of receipt by PKY/LP of the Class C-2 Assignment Consideration Amount).

(d) Unless and until PKY/LP timely receives the Class C-2 Assignment Consideration Amount as provided for in Section 2.10(b), then notwithstanding anything to the contrary in this Agreement, TIAA/LP shall have no voting, consent or approval rights under this Agreement (including the right to Approve or disapprove Major Decisions, to be a GHMA Eligible LP or to initiate the Asset Sale ROFO Provisions or the Interest Sale ROFO Provisions) and shall not have the right to undertake Partner Syndication Transfers.

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(e) If PKY/LP shall not (for any reason or no reason) receive the Class C-2 Assignment Consideration Amount as provided for in Section 2.10(b), then: (i) TIAA/LP shall sell the Class C-1 Interest to CPP/LP and CPP/LP shall acquire the Class C-1 Interest from TIAA/LP, all in accordance with Sections 4.11(c), (d) and (e) of the Contribution Agreement; (ii) the Class B LP shall sell the Class C-2 Interest to CPP/LP and CPP/LP shall acquire the Class C-2 Interest from the Class B LP, all in accordance with Sections 4.11(c) and (d) of the Contribution Agreement; and (iii) upon consummation of the transactions contemplated by Sections 4.11(c) and (d) of the Contribution Agreement, PKY/GP, PKY/LP and CPP/LP shall reasonably cooperate to amend and restate this Agreement to provide for the management of the Company with PKY/LP and CPP/LP as the sole limited Partners.

(f) Upon the transfer of the Class D Interest to CPPIB REH and upon the transfer of the Class D Interest from CPPIB REH to CPPIB: (a) each of the applicable transferees, pursuant to the applicable agreement that assigns and transfers the Class D Interest, shall expressly assume the obligations of CPPIB US RE-A, Inc. under Sections 4.11(b) and (c) of the Contribution Agreement and (b) each of TIAA/LP and the Class B LP shall have the right to enforce such obligations against the applicable transferee (CPPIB REH or CPPIB) as if the obligations of CPPIB US RE-A, Inc. under Sections 4.11(b) and (c) of the Contribution Agreement were an affirmative obligation of the Class D LP under this Agreement. Any assignment of the Class D Interest that occurs at any time before the obligations of CPPIB US RE-A, Inc. under Sections 4.11(b) and (c) of the Contribution Agreement are satisfied in full and that does not contain an express assumption as contemplated in this Section 2.10(f) shall be void ab initio.

END OF ARTICLE II

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ARTICLE III

CAPITAL CONTRIBUTIONS AND LOANS BY PARTNERS

3.1 Intentionally Omitted.

3.2 Intentionally Omitted.

3.3 Permitted Capital Calls.

(a) General Partner has the right to call for Additional Capital Contributions in connection with any Permitted Capital Call (a “Capital Call”).

(b) General Partner shall give written notice (a “Capital Call Notice”) to the Partners if the Company requires Additional Capital Contributions for a Permitted Capital Call. Each Capital Call Notice shall set forth:

(i) the aggregate amount being requested (the “Capital Call Amount”) and each Partner’s Percentage Interest thereof (with the A/B Partners being deemed one (1) Partner for purposes of calculating their rights and obligations to fund Additional Capital Contributions and Deficiency Amounts);

(ii) intentionally omitted;

(iii) a reasonably detailed description of (A) the uses for which the funds will be applied and (B) if applicable, a copy of the applicable capital call notice received from Holdco pursuant to the Holdco LLC Agreement;

(iv) the date (the “Capital Call Funding Date”) by which the requested amounts are required to be funded (which date shall be (A) in the case of a Capital Call to fund a capital call received from Holdco pursuant to the Holdco LLC Agreement, one (1) Business Day before the due date of such capital call received from Holdco, provided such capital call was delivered by the General Partner to the Partners promptly upon receipt of same from Holdco, and (B) in the case of any other Capital Call, not less than fifteen (15) days after the date of the Partners’ receipt of the Capital Call Notice); and

(v) wire transfer instructions for delivery by each Partner of its Percentage Interest of such Capital Call Amount to an account of the Company.

(c) Notwithstanding the foregoing, if an Unaffiliated LP entitled to vote on Major Decisions determines that Additional Capital Contributions are required in connection with any expense of the Company that would properly be the subject of a Permitted Capital Call and General Partner has failed to deliver a Capital Call Notice for such Additional Capital Contributions within five (5) Business Days after an Unaffiliated LP has requested that General Partner deliver a such a Capital Call Notice, then such Unaffiliated LP shall have the right to deliver the Capital Call Notice for such Additional Capital Contributions.

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(d) Each Partner shall have the right to contribute its respective Percentage Interest of the Capital Call Amount set forth in any Capital Call Notice and no Partner shall have the right to fund only a portion of its Percentage Interest of a Capital Call Amount.

(e) Notwithstanding the foregoing provisions of this Section 3.3: (i) the A/B Partners shall contribute 100% of any Additional Capital Contributions to the extent required to pay or satisfy any A/B Retained Liability (except to the extent that there are funds held in reserve pursuant to a Debt Document or by the Company or another Project Entity for the payment of same); (ii) any Unaffiliated LP entitled to vote on Major Decisions may deliver to the A/B Partners a Capital Call Notice for any such Additional Capital Contribution; (iii) the A/B Partners shall pay such Additional Capital Contributions directly to Holdco; and (iv) such Additional Capital Contributions shall not alter the Partners’ Percentage Interests, the Capital Accounts of the Partners or the Partners’ entitlement to distributions, Profits and Losses. Additional Capital Contributions in respect of A/B Retained Liabilities shall be contributed by the Company to Holdco, and such A/B Retained Liabilities shall be deemed paid directly or indirectly by Holdco or one of its subsidiary Project Entities. For clarity, any A/B Retained Liabilities consisting of rent abatements to tenants shall be contributed by the A/B Partners on a monthly basis in an amount equal to the difference between the rent actually payable by the tenant(s) under the applicable Lease(s) and the amount of rent that would have been payable by the tenant(s) under the applicable Lease(s) absent such rent abatements (except to the extent that there are funds held in reserve pursuant to a Debt Document or by the Company or another Project Entity for the payment of same).

3.4 Failure to Contribute Percentage Interest of Capital Call Amount.

(a) If any Partner (a “Deficiency Partner”) fails to fund all of its Percentage Interest of a Capital Call Amount (or, with respect to a Capital Call to pay or satisfy any A/B Retained Liability, if the A/B Partners fail to fund 100% of such Capital Call) (the entire Percentage Interest of a Capital Call Amount of a Deficiency Partner being a “Deficiency Amount”) by 5:00 p.m. New York time on the Capital Call Funding Date, then General Partner shall deliver a notice to the Partners (a “Deficiency Notice”) within five (5) Business Days after the Capital Call Funding Date setting forth:

(i) the Capital Call Amount requested and each Partner’s Percentage Interest thereof;

(ii) the amount actually funded by each Partner (a Partner that has funded its full Percentage Interest of a Capital Call Amount, a “Fully-Funding Partner”);

(iii) the Deficiency Amount attributable to any Deficiency Partner;

(iv) if two (2) Partners are Deficiency Partners and one (1) Partner is a Fully-Funding Partner, then the aggregate Deficiency Amounts; and

(v) if one (1) Partner is a Deficiency Partner and two (2) Partners are Fully-Funding Partners, then (A) the Deficiency Funding Pro Rata Share of each Fully-Funding Partner and (B) the product of the Deficiency Amount and each Fully-Funding Partner’s Deficiency Funding Pro Rata Share.

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(b) If General Partner fails to deliver such a Deficiency Notice within five (5) Business Days after the Capital Call Funding Date, then any Unaffiliated LP entitled to vote on Major Decisions shall have the right to deliver such a Deficiency Notice. If neither the General Partner nor any Unaffiliated LP delivers such a Deficiency Notice within fifteen (15) Business Days of the Capital Call Funding Date, then the Capital Call Notice shall be deemed to have been rescinded and the General Partner shall refund the Additional Capital Contributions of the Partners made pursuant to such Capital Call Notice.

(c) If there is only one (1) Fully-Funding Partner, the Fully-Funding Partner (or its Deficiency Loan Designee) shall have the right to fund all (but not less than all) of the Deficiency Amount of both of the Deficiency Partners by paying such amount pursuant to the instructions for funding provided in the Capital Call Notice by no later than 5:00 p.m. New York time on the tenth (10^th) Business Day after receipt of the Deficiency Notice.

(d) If there are two (2) Fully-Funding Partners, each Fully-Funding Partner (or its Deficiency Loan Designee) shall have the right to fund all (but not less than all) of its Deficiency Funding Pro Rata Share of the Deficiency Amount of the Deficiency Partner by paying such amount pursuant to the instructions for funding provided in the Capital Call Notice by no later than 5:00 p.m. New York time on the tenth (10^th) Business Day after receipt of the Deficiency Notice.

(e) Within ten (10) Business Days after delivery of a Deficiency Notice, General Partner shall deliver a notice to the Partners (a “Deficiency 2^nd Notice”) setting forth, as applicable, (i) if there was only one (1) Fully-Funding Partner, whether or not such Fully-Funding Partner (or its Deficiency Loan Designee) funded the entire Deficiency Amount of both of the Deficiency Partners or (ii) if there were two (2) Fully-Funding Partners, whether or not each Fully-Funding Partner (or its Deficiency Loan Designee) funded its entire Deficiency Funding Pro Rata Share of the applicable Deficiency Amount (and if not, the unfunded balance of the Deficiency Amount).

(f) If General Partner fails to deliver such a Deficiency 2^nd Notice within ten (10) Business Days after delivery of the Deficiency Notice, then any Unaffiliated LP entitled to vote on Major Decisions shall have the right to deliver such a Deficiency 2^nd Notice.

(g) If (i) there were two (2) Fully-Funding Partners and (ii) only one (1) Fully-Funding Partner (or its Deficiency Loan Designee) funded its entire Deficiency Funding Pro Rata Share of the applicable Deficiency Amount as provided for in in Section 3.4(d), then such Fully-Funding Partner (or its Deficiency Loan Designee) shall have the right to fund all (but not less than all) of the unfunded balance of the Deficiency Amount by paying such amount pursuant to the instructions for funding provided in the Capital Call Notice by no later than 5:00 p.m. New York time on the tenth (10^th) Business Days after receipt of the Deficiency 2^nd Notice.

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(h) If the entire Deficiency Amount of all Deficiency Partners is not timely funded by one or more Fully-Funding Partner(s) (or their Deficiency Loan Designees) pursuant to Sections 3.4(c), 3.4(d) and 3.4(g) above, then the applicable Capital Call Notice shall be deemed to have been rescinded and General Partner shall, within two (2) Business Days after delivery of the Deficiency 2^nd Notice, refund to each Partner all funds contributed by such Partner pursuant to such Capital Call Notice.

(i) The sole and exclusive rights and remedies of the Partners relating to being a Deficiency Partner and/or a Fully-Funding Partner (or its Deficiency Loan Designee) are limited to those expressly provided for in this Agreement.

3.5 Deficiency Loans.

(a) Any Deficiency Amount funded by a Fully-Funding Partner (or its Deficiency Loan Designee) as provided for in Section 3.4 shall be deemed to be a loan from the Fully-Funding Partner to the Deficiency Partner (a “Deficiency Loan”). Notwithstanding anything herein to the contrary, any payment otherwise payable to a Fully-Funding Partner on account of any Deficiency Loan shall be paid to any Deficiency Loan Designee designated by such Fully-Funding Partner as if such Fully-Funding Partner held such Deficiency Loan.

(b) If a Fully-Funding Partner (or its Deficiency Loan Designee) elects to and funds a Deficiency Loan, such Deficiency Loan, as funded, shall (i) be deemed to be an Additional Capital Contribution made by the Deficiency Partner and (ii) increase the Deficiency Partner’s Capital Account balance accordingly (unless the A/B Partners are the Deficiency Partner and the Deficiency Loan is for a Capital Call required to pay or satisfy any A/B Retained Liability).

(c) Each Deficiency Loan shall: (i) bear interest on the Deficiency Loan Outstanding Amount at the Deficiency Loan Rate; and (ii) be repaid (and secured) as provided for in Sections 3.5 and 3.7. In addition to and not in limitation of the foregoing, if the proceeds of a Permitted Transfer of the Deficiency Partner’s Partnership Interest or another sale of the Deficiency Partner’s Partnership Interest pursuant to Article XIV are not sufficient to fully satisfy all Deficiency Loan Outstanding Amounts owed by a Deficiency Partner, then the Permitted Transferee or the purchaser under Article XIV will acquire the Deficiency Partner’s Partnership Interest subject to the outstanding balance of the Deficiency Loan Outstanding Amounts owed by the Deficiency Partner.

(d) While any Deficiency Loan Outstanding Amounts owed by such Deficiency Partner remain outstanding, all Distributions otherwise due to such Deficiency Partner as provided for in Section 4.1 and all consideration otherwise payable to or on behalf of Deficiency Partner upon each of a Permitted Transfer or another sale of the Deficiency Partner’s Partnership Interest pursuant to Article XIV shall (i) be paid to any Fully-Funding Partner(s) (or its/their Deficiency Loan Designee(s)) to whom any Deficiency Loan Outstanding Amount is then owed, pro rata (based upon the ratio of the Deficiency Loan Outstanding Amount owed by such Deficiency Partner to each such Fully-Funding Partner (or its Deficiency Loan Designee) and the sum of the Deficiency Loan Outstanding Amounts owed by such Deficiency Partner to both of such Fully-Funding Partners (or its/their Deficiency Loan Designee(s)) until

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the Deficiency Loan Outstanding Amount(s) shall be repaid in full, and (ii) applied first to any outstanding accrued and unpaid interest and then to the principal balance of the Deficiency Loan Outstanding Amount. In addition, any Distributions otherwise due to a Deficiency Partner that are used to satisfy any Deficiency Loan shall be deemed to have been made to the Deficiency Partner for Company accounting purposes.

(e) A Deficiency Partner shall have the right to repay any Deficiency Loan Outstanding Amount outstanding at any time, in whole or in part, subject to the provisions of Section 3.5(d).

(f) Any Deficiency Loan described in Section 8.3(f), Section 8.4(c) or Section 8.4(d) of the Holdco LLC Agreement shall be deemed to be a Deficiency Loan made pursuant to this Section 3.5 for all purposes of this Agreement.

3.6 Intentionally Omitted.

3.7 Security, Enforcement and Recording of Deficiency Loans.

(a) Each Deficiency Partner: (i) will execute such documents and take such additional actions as a Fully-Funding Partner (or its Deficiency Loan Designee) may reasonably deem necessary or appropriate to protect the rights of the Fully-Funding Partner (or its Deficiency Loan Designee) as provided in Sections 3.5 and 3.7; (ii) is hereby automatically deemed to appoint a Fully-Funding Partner (and its successors and assigns and its and their officers and directors), to act alone as the attorney-in-fact of such Deficiency Partner (and its successors and assigns) with full power of substitution in the name and stead of such Deficiency Partner (and its successors and assigns) to execute, acknowledge, swear to and deliver such instruments as may be necessary or appropriate to carry out the provisions of Sections 3.5 and 3.7; and (iii) is hereby automatically deemed to grant to the Fully-Funding Partner an irrevocable power of attorney, coupled with an interest, to satisfy the Deficiency Partner’s obligations set forth Sections 3.5 and 3.7 if such Deficiency Partner fails to timely do so.

(b) Each Deficiency Partner to whom a Deficiency Loan is made hereby grants a security interest in its Partnership Interest to the Fully-Funding Partner (or its Deficiency Loan Designee) to secure the Deficiency Partner’s obligation to repay the Deficiency Loan and perform all of its obligations under related loan documents.

(c) General Partner shall, as part of the books and records of the Company, maintain a record of each Deficiency Loan (and the applicable Deficiency Loan Outstanding Amount).

3.8 Consequences of Failure to Fund Additional Capital Contributions are Exclusive.

(a) Except as specifically provided in this Agreement, (i) no Partner shall have any obligation to fund any Additional Capital Contribution (or to provide any additional or other funds, capital or property to the Company) and (ii) the specific rights and remedies provided for in this Agreement in regard to any Deficiency Partner and Deficiency Loan are and shall be deemed to be the sole and exclusive rights and remedies of any Fully-Funding Partner in respect of any applicable Deficiency Amount and/or Deficiency Loan Outstanding Amount.

(b) Except as specifically provided in this Agreement, no Partner shall have the right to: (i) contribute any capital or property to the Company; (ii) withdraw any capital or property from the Company; or (iii) demand or receive (A) the return of all or any part of its Capital Contributions or (B) property other than cash in return for its Capital Contributions.

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3.9 No Third Party Rights. The right of the Partners to require any Additional Capital Contributions under this Agreement shall not be construed as conferring any rights or benefits to or upon any Person not a party to this Agreement (including the holder of any Debt owed by any Project Entity).

3.10 No Interest on Capital Contributions. Interest earned on Company funds shall inure solely to the benefit of the Company. Unless otherwise specifically provided herein, no interest shall be paid on any Capital Contributions or advances to the capital of the Company, nor upon any undistributed or reinvested income or profits of the Company.

END OF ARTICLE III

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ARTICLE IV

DISTRIBUTIONS

4.1 Distributions.

(a) The Partners intend that the Company will make Distributions in the amount equal to the amount of distributions received by the Company from Holdco from time to time, less reserves for anticipated Permitted Capital Calls as determined by the General Partner; provided, that the aggregate amount of reserves held at any time by the Company and Holdco shall in no event exceed the Estimated 6 Month Working Capital Amount (such amount, if a positive number, the “Distributable Cash Amount”).

(b) Subject to the availability of a positive Distributable Cash Amount, Distributions shall be made as and when distributions are received by the Company from Holdco.

(c) All Distributions shall be made to the Partners in accordance with their respective Percentage Interests for the period to which such Distributable Cash Amount is attributable (but subject, as applicable, to Section 4.2). If there is a change in the Percentage Interests of the Partners (including as described in Section 2.10) during any period in which any Distributable Cash Amount is available for distribution, Distributions shall be made to the Partners in a manner reasonably determined by General Partner which takes into account the varying Percentage Interests of the Partners during such period, as determined by General Partner in its reasonable discretion; provided, however, that no Partner shall be distributed any amount attributable to operations of the Company or the other Project Entities prior to such Partner’s admission to the Company.

4.2 Application of Distributions to Deficiency Loans. All Distributions otherwise payable to a Deficiency Partner under Section 4.1 at any time when any Deficiency Loan Outstanding Amount remains outstanding shall be deemed (for Company accounting purposes and for federal income tax purposes) to be a Distribution to the Deficiency Partner but shall actually be paid to the Fully-Funding Partner(s) (or its/their Deficiency Loan Designee(s)) until the Deficiency Loan(s) owed by the Deficiency Partner shall be fully satisfied as provided for in Section 3.5(d).

END OF ARTICLE IV

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ARTICLE V

CAPITAL ACCOUNTS AND ALLOCATIONS

5.1 Capital Accounts. There shall be established on the books and records of the Company a capital account (a “Capital Account”) for each Partner. As of the Effective Date and immediately after the transactions described in Section 3.01(d) of the Contribution Agreement have occurred, the Capital Account balance of each Partner shall be as set forth on Exhibit 2-A. If the Class C-2 Interest Assignment closes in accordance with Section 2.10, the Capital Account balance of each Partner shall be as set forth on Exhibit 2-B. If the Class C-2 Interest Assignment does not close in accordance with Section 2.10, the Partners shall adjust Exhibit 2-A to reflect the actual the Capital Account balance of each Partner.

5.2 Adjustments to Capital Accounts.

(a) The Capital Account of each Partner shall be increased by: (i) the amount of any cash and the agreed Book Value of any property (net of liabilities encumbering such property) as of the date of contribution as a Capital Contribution to the capital of the Company by such Partner (other than any Additional Capital Contribution of the A/B Partners to the extent required to pay or satisfy any A/B Retained Liability); (ii) the amount of any direct or indirect Company liabilities assumed by such Partner or which are secured by property distributed to such Partner; and (iii) the amount of any Profits allocated to such Partner and special allocations of items of income and gain pursuant to Section 5.4(e). The Capital Account of each Partner shall be decreased by: (A) the amount of any Losses allocated to such Partner and items of expense deduction specially allocated pursuant to Section 5.4(e); (B) the amount of distributions to such Partner; (C) such Partner’s pro rata share (determined in the same manner as such Partner’s share of Losses pursuant to Section 5.4) of any other expenditures of the Company that are not deductible in computing Company Profits or Losses and which are not chargeable to the Capital Account; and (D) without duplication, the amount of any liabilities of such Partner assumed by the Company or which are secured by property contributed by such Partner to the Company. In all respects, the Partners’ Capital Accounts shall be determined in accordance with the detailed capital accounting rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv) and shall be adjusted (as allocations of Profits and Losses) upon the occurrence of certain events as provided in Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(b) A permitted transferee of all (or a portion) of a Partnership Interest shall succeed to the Capital Account (or portion of the Capital Account) attributable to the transferred Partnership Interest.

(c) The provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

5.3 Negative Capital Accounts. The Partners shall not be required to make up a negative balance in their respective Capital Accounts.

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5.4 Allocations of Profits and Losses.

(a) The profits and losses of the Company (“Profits” and “Losses”) for each Fiscal Year shall be the taxable income or loss, respectively, of the Company for such Fiscal Year, determined in accordance with Section 703(a) of the IRS Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), but computed with the following adjustments: (i) all depreciation and cost recovery deductions shall be deemed equal to Depreciation; (ii) any income of the Company that is exempt from federal income taxation and not otherwise taken into account in computing Profits and Losses shall be taken into account; (iii) any expenditures of the Company described in Section 705(a)(2)(B) of the IRS Code or treated as Section 705(a)(2)(B) expenditures under Treasury Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Loss, will be considered an item of Loss; (iv) in computing Profits and Losses, gains or losses shall be determined by reference to Book Value rather than tax basis and (v) if the Book Value of any Company asset is adjusted by reason of a revaluation of such asset pursuant to the third sentence of Section 5.2(a), the amount of such adjustment shall be taken into account in the period of adjustment as gain or loss from the disposition or deemed disposition of such asset for purposes of computing Profits and Losses.

(b) Whenever a proportionate part of the Profits or Losses is allocated to a Partner, every item of income, gain, loss, deduction or credit entering into the computation of such Profits or Losses or arising from the transactions with respect to which such Profits or Losses were realized shall be credited or charged, as the case may be, to such Partner in the same proportion.

(c) If any Partner Transfers all or any part of its Partnership Interest during any Fiscal Year or its Partnership Interest is increased or decreased, Profits and Losses attributable to such Partnership Interest for such Fiscal Year shall be apportioned between the transferor and transferee or computed as to such Partners, as the case may be, based on the closing of the books method unless otherwise agreed by such Partners, provided in all events that any apportionment described above shall be permissible under the IRS Code and applicable regulations thereunder. Notwithstanding any other provision of this Agreement to the contrary, Partners subsequently admitted to the Company shall only participate in Profits and Losses (and items thereof) earned by the Company after the date of such admission and shall not be entitled to any catch-up with respect to Profits and Losses earned by the Company prior to such admission. For the avoidance of doubt, with respect to CPP/LP’s Partnership Interest held prior to the CTB Election Effective Date, all Profits and Losses attributable to such Partnership Interest for such period shall be apportioned solely to CPPIB US RE-A, Inc. and not to either CPPIB REH or CPPIB.

(d) For all purposes, including federal, state and local income tax purposes, at the end of each Fiscal Year, Profit and Loss (and, if necessary, items of gross income, loss and deduction) shall be allocated in such a manner so as to cause the Partially Adjusted Capital Accounts of the Partners to equal, as nearly as possible, their respective Target Accounts.

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(e) Notwithstanding Section 5.4(d),

(i) If there is a net decrease in the Minimum Gain of the Company during a taxable year (including any Minimum Gain attributable to Partner-Funded Debt), each Partner at the end of such year shall be allocated, prior to any other allocations required under this Article V, items of gross income for such year (and, if necessary, for subsequent years) in the amount and proportions described in Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(4).

(ii) Notwithstanding the allocations provided for in Section 5.4(d), no allocation of an item of loss or deduction shall be made to a Partner to the extent such allocation would cause or increase a deficit balance in such Partner’s Capital Account as of the end of the taxable year to which such allocation relates. If any Partner receives an adjustment, allocation or distribution that causes or increases such a deficit balance, taking into account the rules of Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6), such Partner shall be allocated (after taking into account any allocations made pursuant to Section 5.4(e)(i)) items of income and gain in an amount and manner to eliminate the Partner’s Capital Account deficit attributable to such adjustment, allocation or distribution as quickly as possible. For purposes of this Section 5.4(e)(ii), there shall be excluded from a Partner’s deficit Capital Account balance at the end of a taxable year of the Company (A) such Partner’s share, determined in accordance with Section 704(b) of the IRS Code and Treasury Regulations Section 1.704-2(g), of Minimum Gain (provided that in the case of Minimum Gain attributable to Partner-Funded Debt, such Minimum Gain shall be allocated to the Partner or Partners to whom such debt is attributable pursuant to Treasury Regulations Section 1.704-2(i)) and (B) the amount, if any, that such Partner is obligated to restore to the Company under Treasury Regulations Section 1.704-1(b)(2)(ii)(c).

(iii) If there is a net increase in Minimum Gain of the Company during a taxable year of the Company that is attributable to Partner-Funded Debt then first Depreciation, to the extent the increase in such Minimum Gain is allocable to depreciable property, and then a proportionate part of other deductions and expenditures described in Section 705(a)(2)(B) of the Code, shall be allocated to the lending or guaranteeing Partner (and to joint lenders or guarantors in proportion to their relative obligations), provided that the total amount of deductions so allocated for any year shall not exceed the increase in Minimum Gain attributable to such Partner-Funded Debt in such year.

(iv) Any special allocation under Sections 5.4(e)(i) through (iii) shall be taken into account in computing subsequent allocations of Profits and Losses of any item thereof pursuant to this Article V so that the net amount of any items so allocated and the Profits, Losses and all items thereof allocated to each Partner pursuant to this Article V shall, to the extent permissible under Section 704(b) of the IRS Code and the Treasury Regulations promulgated thereunder, be equal to the net amount that would have been allocated to each Partner pursuant to this Article V if such special allocation had not occurred.

(f) Tax Allocations. For federal, state and local income tax purposes, the income, gains, losses and deductions of the Company shall, for each taxable period, be allocated among the

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Partners in the same manner and in the same proportion that the corresponding items of Profits and Losses have been allocated among the Partners’ respective Capital Accounts; provided, however, that (in accordance with Section 704(c) of the IRS Code, the Treasury Regulations thereunder, and Treasury Regulations Section 1.704-1(b)(2)(iv)(d) and (f)): (a) income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Book Value and (b) in the event the Book Value of any Project Asset is adjusted pursuant to the third sentence of Section 5.2(a), subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take into account any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value, in each case using the such method as determined by the General Partner and as permitted under Section 704(c) of the IRS Code and the Treasury Regulations thereunder. Notwithstanding any other provision of this Agreement, for purposes of making all allocations pursuant to Code Section 704(c) and the Regulations thereunder with respect to the Project, the Company shall use the “traditional method” provided for in Treasury Regulation Section 1.704-3(b), without any curative allocations of income, gain, loss or deduction.

(g) Withholding. The General Partner is authorized to withhold from distributions to the Partners and to pay over to federal, state or local government authorities any amounts required to be so withheld pursuant to the IRS Code or any other applicable federal, state or local law, and shall allocate any amounts so withheld to the Partners. Any amounts so allocated to a Partner shall be treated as an amount distributed to such Partner pursuant to this Article V for all purposes of this Agreement. If the Company makes a distribution in kind to a Partner and such distribution is subject to withholding in the manner described above, the General Partner shall notify such Partner as to the extent of the amount of such withholding and such Partner shall promptly pay the Company such amount. Notwithstanding the foregoing, with respect to periods from and after the CTB Election Effective Date, upon receipt of: (a) a properly completed and executed IRS Form W-8EXP and/or IRS Form W-8BEN-E; (b) a properly executed certificate establishing eligibility under IRS Code Section 897(l) (the form of which is attached hereto as Exhibit 3), and/or; (c) any other documents and certifications reasonably necessary and sufficient to establish a complete exemption from withholding under Sections 897, 1441, 1442, 1445, 1446 and 1471-1474 of the IRS Code and/or any relevant successors forms and/or certifications, the General Partner shall not withhold U.S. federal income tax on any amounts (including refinancing proceeds) allocable and/or distributable to CPP/LP and/or CPPIB). Notwithstanding the foregoing, this undertaking shall not apply (and the General Partner shall have the right to make all withholdings as contemplated by the first sentence of this Section 5.4(g)) (I) to any amounts paid, payable, or allocable to any Person other than CPP/LP and/or CPPIB and/or (II) if, after February 17, 2017, (i) there is any change to, or material development in, any applicable Laws (including the IRS Code, regulations thereunder and published announced interpretations of any Governmental Authority (including the Internal Revenue Service) with respect thereto) and/or the application of such Laws to CPPIB and/or CPP/LP, that in the reasonable judgment of the General Partner (based upon advice of a nationally recognized tax adviser experienced in such matters) and following consultation with CPP/LP and/or CPPIB and its or their tax advisors (which consultation shall occur prior to any

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withholding), makes it more likely than not that any such withholding will be required or (ii) any Governmental Authority (including the IRS) shall either commence a Proceeding (including any audit) of the Company and/or any Project Entity and/or send a notice to the Company and/or any Project Entity that in any way assets and/or alleges that any such withholding may be required; provided, that, the General Partner shall consult with CPP/LP, CPPIB and their tax advisors prior to the making of any such withholding. The General Partner acknowledges receipt of such IRS Form W-8EXP and/or IRS Form W-8BEN-E and a certification described in Treasury Regulations Section 1.1445-5(b)(3) (the form of which is attached hereto as Exhibit 3) from CPP/LP and/or CPPIB. Notwithstanding anything to the contrary provided for in this Agreement (A) CPP/LP shall indemnify, defend and hold harmless the Company, the other Partners, their respective Partner Related Parties against the full amount of any and all: (x) U.S. federal income tax required to be withheld by the Company or any such other Partner under any applicable Laws (including Section 897, 1441, 1442, 1445, 1446 and 1471-1474 of the IRS Code) with respect to any amounts paid or distributed, payable or distributable, or allocable by the Company to CPP/LP and/or CPPIB; (y) interest, penalty, addition to tax, including associated with incorrect or otherwise deficient tax returns and reports; and (z) administrative costs and expenses of dealing with same (including internal and third party costs and expenses) and (B) if CPP/LP shall fail to pay any such amount to the Company within ten (10) Business Days after receipt of an invoice from the Company for any such amount, then such amount shall, without further notice to or from or act on the part of any party, be deemed to be a Deficiency Loan borrowed by CPP/LP from each of the other Partners (or its/their Deficiency Loan Designee(s)) in amount equal to the product of the amount owed by CPP/LP to the Company pursuant to this Section 5.4(g) and the Percentage Interest of such other Partner relative to the Percentage Interests of all such other Partners.

END OF ARTICLE V

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ARTICLE VI

MANAGEMENT

6.1 Initial General Partner. PKY/GP shall serve as the initial General Partner of the Company.

6.2 Powers of General Partner.

(a) Except as otherwise expressly provided for in this Agreement (and expressly subject to the provisions of Section 6.18), all management powers over the business and affairs of the Company are and shall be fully and exclusively vested in the General Partner.

(b) Except as otherwise expressly provided for in this Agreement, the General Partner is fully and completely authorized and empowered to take any and all actions it deems necessary, desirable or appropriate in connection with the Company Purposes (including in connection with endeavoring to implement any Major Decision), on behalf (and at the expense) of the Company, including to: (i) conduct the business and affairs of the Company, (ii) negotiate, execute, deliver, perform, enforce and defend any document, instrument or agreement (including any Contract and/or Lease); (iii) incur and pay any expense; (iv) make Distributions; (v) open, use, deposit into, withdraw from, close and otherwise operate all bank accounts of the Company; (vi) commence, prosecute, defend, compromise and settle any actions or Proceedings; (vii) prepare (or cause to be prepared) all applicable tax returns, reports, statements and notices; (viii) incur and pay any expense on behalf of the Company; (ix) purchase liability, casualty, fire, directors and officers, workman’s compensation and any other insurance and bonds; and (x) hire and fire any Person(s) to provide services.

(c) Except as otherwise expressly provided for in this Agreement, no other Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Company. General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents (provided that the use of such agents shall not relieve General Partner of its obligations and responsibilities under this Agreement).

(d) Any third party dealing with the Company may, without any inquiry, rely upon any instrument or agreement executed and delivered by the General Partner on behalf of the Company as constituting the binding act and deed of the Company.

6.3 Major Decisions. Notwithstanding the provisions of Section 6.2 (but without limitation of the right of General Partner to take any Necessary Actions), General Partner may not take or implement any Major Decision unless it is has been Approved unanimously by the Partners entitled to vote on Major Decisions. Major Decisions include the following:

(a) Except as otherwise expressly provided for in this Agreement, Transferring all or any part of the Company’s Holdco Common Interests or Holdco Series B Preferred Units.

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(b) Approving the Transfer of a Partnership Interest in violation of this Agreement.

(c) Liquidating, dissolving, merging, consolidating, reorganizing, winding up or terminating the Company or Holdco.

(d) Amending, modifying or waiving any term of this Agreement, the Holdco LLC Agreement, the Company Certificate or the certificate of formation of Holdco. Notwithstanding the foregoing, General Partner shall have the right, without an Approved Major Decision, to make amendments to this Agreement in order to correct a clerical mistake or to change the name and/or address of the Company’s registered agent in the State of Delaware or the name and/or address of General Partner.

(e) Subject to any applicable provisions in the Holdco LLC Agreement, causing the Company to hire, as a direct employee, any individual.

(f) Causing the Company to (i) enter into any Debt Document (as borrower, lender, guarantor or indemnitor) or (ii) enter into any amendment, modification or waiver of any term of any Debt Document (as borrower, lender, guarantor or indemnitor) for Debt that was Approved as a Major Decision. For the avoidance of doubt, the Company shall not incur any Debt nor be allowed to incur Ordinary Course Debt.

(g) Approving any budget of the Company.

(h) Making any Capital Call other than a Permitted Capital Call.

(i) Causing (i) the Company to expend funds for any purpose other than in accordance the purposes described in the definition of “Permitted Capital Call” or (ii) any other Project Entity to take a Non-Conforming Budget Action.

(j) Intentionally omitted.

(k) Intentionally omitted.

(l) Intentionally omitted.

(m) Causing the Company to: (i) enter into any Major Decision Contract; (ii) amend, modify or waive any term of any Major Decision Contract in any material respect; or (iii) terminate any Major Decision Contract other than in response to a default (or alleged default) by the counterparty under such Major Decision Contract.

(n) Causing the Company to (i) amend, modify, renew, extend, waive any term of or increase any fee, payment or compensation with respect to any existing Affiliate Agreement (provided that if any renewal or extension under an Affiliate Agreement is automatic, then such renewal or extension shall not require Approval as a Major Decision) or (ii) enter into any new Affiliate Agreement. Notwithstanding anything to the contrary provided for in this Agreement: (A) in the event of a default by

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the Partner (or Partner Related Party of a Partner) that is the counterparty under an Affiliate Agreement, any Non-Affiliated Partner entitled to vote on Major Decisions, acting alone (without the requirement of an Approved Major Decision), is fully and completely authorized and empowered to take any and all actions it reasonably deems necessary or appropriate (in the name of and on behalf of the Company) in connection with the enforcement and defense of the rights and obligations of the Company with respect to such Affiliate Agreement, including exercising any right of the Company to terminate such Affiliate Agreement in accordance with the terms thereof; (B) any other amendment, modification, renewal, extension, waiver of any term of or increase in any fee, payment or other compensation with respect to any existing Affiliate Agreement shall require Approval of all Non-Affiliated Partners entitled to vote on Major Decisions but not of the Partner that is, or whose Affiliate is, a party to such Affiliate Agreement; and (C) General Partner shall have the right, without the Approval of the other Partners, to modify an Affiliate Agreement in order to change the name and/or address of the Company or of the counterparty to the Affiliate Agreement. For clarity, except with respect to matters described in this Section 6.3(n), the General Partner shall have the right to take any and all actions under an Affiliate Agreement as the General Partner reasonably deems to be necessary or appropriate.

(o) Causing the Company to take a Voluntary Bankruptcy Action, or taking any affirmative action to cause any other Project Entity to undergo a Bankruptcy Event.

(p) Except as otherwise expressly provided for in this Agreement, taking any affirmative action to admit a new Partner to the Company or a new partner, member or equity holder of Holdco.

(q) Except as otherwise provided for in this Agreement (and expressly excluding any actions taken by the General Partner in connection with any tax certiorari Proceeding, which require an Approved Major Decision only as provided in Section 6.3(r)), causing the Company to (i) commence a Proceeding (or a series of related Proceedings that would, in the reasonable opinion of counsel for the Company, be subject to a motion for consolidation into a single Proceeding) with an amount in controversy in excess of the threshold amount for same in any Approved Annual Business Plan (and if an Approved Annual Business Plan does not provide for such threshold, then in excess of $1,000,000); or (ii) settle a Proceeding (or a series of related Proceedings that would, in the reasonable opinion of counsel for the Company, be subject to a motion for consolidation into a single Proceeding) for an aggregate payment to or by the Company of an amount in excess of the threshold amount for same in any Approved Annual Business Plan (and if an Approved Annual Business Plan does not provide for such threshold, then in excess of $1,000,000).

(r) Intentionally omitted.

(s) Causing the Company to acquire any new assets.

(t) Causing the Company to make any political or charitable contributions.

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(u) Subject to Section 12.5(c): (i) making an election to have the Company treated other than as a partnership for tax purposes; (ii) filing a petition under IRS Code Section 6226; (iii) revoking (or causing the Holdco Board of Directors to revoke) the Holdco REIT Election; (iv) revoking (or causing the Holdco Board of Directors to revoke) the CTB Election; (v) revoking (or causing the Holdco Board of Directors to revoke) the TRS REIT Election; or (vi) filing an election under IRS Code Section 754.

(v) Intentionally omitted.

(w) Intentionally omitted.

(x) Intentionally omitted.

(y) Intentionally omitted.

(z) Approving or establishing the amount of any reserves other than as set forth in Section 4.1(a) (it being the intention of the Partners that the Company shall have no other reserves).

(aa) Taking an affirmative action or failing to take any action that may result in any change to the Company Purposes or using or acquiring any Project Asset for a purpose other than the Company Purposes.

(bb) Taking an affirmative action to make any material change to the types or amounts of insurance coverage maintained by the Company (subject, however, to the provisions of Section 4.5(f)(iv) of the Holdco LLC Agreement).

(cc) Taking an affirmative action to redeem any Partnership Interest.

(dd) Making any distribution in kind to a Partner.

(ee) Forming any direct or indirect subsidiary of the Company.

(ff) Taking an affirmative action with respect to any Project Entity other than the Company that would constitute a Major Decision if taken with respect to the Company hereunder.

(gg) Taking an affirmative action or making any other determination or decision for which an Approved Major Decision is expressly required pursuant to the provisions of this Agreement.

6.4 Intentionally omitted.

6.5 Intentionally omitted.

6.6 Intentionally omitted.

6.7 Major Decision Approvals.

(a) At General Partner’s option, General Partner may from time to time request Approval of a Major Decision by delivering a notice to the Unaffiliated LPs entitled to vote on Major

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Decisions setting forth in reasonable detail the nature of the Major Decision being requested and such additional material information as is reasonably necessary to enable the Unaffiliated LPs to make an informed decision regarding the proposed Major Decision (a “Major Decision Proposal”).

(b) Each Unaffiliated LP entitled to vote on Major Decisions shall have the right, within five (5) Business Days after delivery of a Major Decision Proposal, to deliver a notice to General Partner (a “Major Decision Response Notice”) setting forth either that (i) the Major Decision Proposal is approved or (ii) not approved (with reasonable detail for the reason(s) the Major Decision Proposal is not approved) (a “Major Decision Disapproval”).

(c) If the Major Decision Response Notices delivered by all of the Unaffiliated LPs entitled to vote on Major Decisions provide that the Major Decision Proposal is approved, then the Major Decision shall be deemed Approved. If an Unaffiliated LP entitled to vote on Major Decisions fails to deliver a Major Decision Response Notice within such five (5) Business Days, then the Major Decision shall be deemed disapproved. If an Unaffiliated LP entitled to vote on Major Decisions delivers a Major Decision Disapproval, then the Major Decision shall be deemed disapproved.

6.8 Escalation to Designated Senior Executives. If the Partners entitled to vote on Major Decisions are unable to agree on a Major Decision within the time periods set forth in Section 6.7, then any Partner entitled to vote on Major Decisions may refer the matter to the Designated Senior Executives, who shall cooperate in good faith in an effort to resolve the disagreement. The Designated Senior Executives shall meet (in person or telephonically) to discuss such matter(s) within ten (10) Business Days following escalation of such matter pursuant to the preceding sentence. If the disagreement is resolved, as evidenced in writing, by the Designated Senior Executives, then any Partner entitled to vote on Major Decisions may instruct General Partner to resolve the matter in accordance with the resolution agreed upon by the Designated Senior Executives. “Designated Senior Executives” means (i) with respect to the A/B Partners, James R. Heistand; (ii) with respect to the Class C LP, Michael Fisk, Christopher Burk and Brett Bossung; and (iii) with respect to the Class D LP, Hilary Spann; provided, that any Partner may remove or replace its Designated Senior Executive(s) at any time, and any Partner whose Designated Senior Executive(s) resigns, dies or is incapacitated or terminated shall promptly appoint a replacement for him or her. Notwithstanding the foregoing, except as provided for in Section 15.4, in no event and under no circumstances shall the provisions of this Section 6.8 extend or adjourn the time periods within which a Partner is required to provide its Approval or disapproval of any Major Decision before such Major Decision is deemed Approved.

6.9 Partner Representatives.

(a) The A/B Partners shall jointly designate three (3) representatives and each of the Class C LP and the Class D LP shall designate one (1) representative (each such representative, a “Representative”). The initial Representatives of the Partners and the addresses (including an electronic mail address for each representative) for delivery of notices, correspondence and approvals (or notices of disapproval) are listed on Schedule A. Each Partner shall have the right to designate (i) replacement address(es) for delivery of notices, correspondence and approvals (or notices of

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disapproval) to any of such Partner’s then current Representatives and/or (ii) a successor Representative for any of such Partner’s current designated Representatives by delivery of a written notice to the other Partner pursuant to Article XVI setting forth, as applicable (A) the replacement address(es) for delivery of notices, correspondence and approvals (or notices of disapproval) to any of such noticing Partner’s then current Representatives and/or (B) the (i) name of the Representative being replaced and (ii) name and addresses for delivery of notices, correspondence and approvals (or notices of disapproval) of the successor Representative. Each Partner may deliver any such a notice at any time and for any reason or no reason.

(b) Each Partner (on behalf of itself and its Representatives) agrees that:

(i) each then current Representative designated by a Partner (as any such Representative may be replaced from time to time as provided for in Section 6.9(a)), has the authority (acting alone) to act on behalf of such designating Partner with respect to (A) the delivery of and response to all notices under this Agreement and (B) the approval (or disapproval) of any Major Decision;

(ii) each Partner and the then current Representatives of such Partner have the right to rely on the authority of any then current Representative of any other Partner to act on behalf of such other Partner with respect to (A) the delivery of and response to all notices under this Agreement and (B) the approval (or disapproval) of any Major Decision;

(iii) notwithstanding the foregoing provisions of this Section 6.9, the A/B Partners shall jointly designate three (3) Representatives, each of whom (acting alone) is entitled to act as the Representative of the A/B Partners for all purposes under this Agreement; and

(iv) Except as otherwise expressly provided for in this Agreement (including where this Agreement provides for a “deemed Approval” and/or that something is “deemed Approved”), the written approval of one (1) (and only one) Representative designated by each Partner is required for Approval of a Major Decision.

6.10 Meetings of the Representatives.

(a) The Representatives shall meet not less often than twice (2x) in any Fiscal Year, unless the Representatives unanimously agree that: (i) one (1) such a bi-annual meeting is not then required; (ii) an additional meeting is appropriate; or (iii) a different schedule is appropriate.

(b) Any meeting of the Representatives may be held, at the discretion of the General Partner, by a meeting in person in Houston, Texas or New York City or such other location as may be agreed to by all Representatives; provided, that any Representative may elect to attend any meeting by means of conference telephone call, video conference or through similar communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in a telephone call, video conference or through similar communications equipment pursuant to this Section 6.10(b) shall constitute presence in person at such meeting.

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(c) Not less than five (5) Business Days prior to any pending meeting (i) the General Partner shall deliver a notice to the Unaffiliated LPs setting forth, in reasonable detail, any Major Decisions (and/or other matters) the General Partner would like to have discussed at the meeting and (ii) the Unaffiliated LPs entitled to vote on Major Decisions may deliver a notice to the General Partner setting forth, in reasonable detail, any Major Decisions (and other matters) such Unaffiliated LPs would like to have discussed at the meeting.

(d) Notwithstanding the provisions of Section 6.10(c): (i) the General Partner shall deliver to the Representatives and the Observer the notice for the final bi-annual meeting of any Fiscal Year by no later than November 1 of such Fiscal Year; and (ii) the final bi-annual meeting of any Fiscal Year shall be held by no later than December 15 of such Fiscal Year.

(e) The General Partner shall appoint a secretary for each meeting (who need not be a Representative) to keep written minutes of the meetings (including whether or not a Major Decision discussed at the meeting is Approved). The secretary shall deliver a copy of such written minutes to the Representatives within fifteen (15) Business Days subsequent to the date of such meeting.

(f) Any Major Decision may also be Approved without a meeting, prior notice and/or formal discussion upon written consent of all Representatives (which can be by email, pdf or otherwise).

(g) If at least one (1) Representative designated by each Partner entitled to vote on Major Decisions is present at any meeting provided for in this Section 6.10, then a quorum of Representatives shall be deemed achieved and any Major Decision(s) Approved at such meeting shall be deemed an Approved Major Decision.

(h) If at least one (1) Representative designated by each Partner entitled to vote on Major Decisions is not present at a meeting, then a quorum of Representatives shall be not deemed achieved and no Major Decision discussed at such meeting shall be deemed Approved Major Decisions.

(i) Notice of a meeting of the Representatives need not be given to any Representative who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any Representative at a meeting of the Representatives, in person or by proxy, without protesting prior to the conclusion of such meeting the lack of notice of such meeting, shall constitute a waiver of notice by such Representative; provided, that such Representative has been given an adequate opportunity at the meeting to protest such lack of notice.

(j) Every Representative entitled to vote at meeting of the Representatives may authorize another Person or other Persons (including another Representative) to act for such Representative by proxy. Every proxy must be signed by the Representative or his or her attorney-in-fact. Every proxy shall be revocable in writing at the pleasure of the Representative executing it.

(k) TIAA/LP shall be entitled to designate one (1) individual as an observer (the “Observer”), who shall be entitled to attend meetings of the Representatives but who shall not constitute a Representative for any purpose of this Agreement (including voting and approval rights and the determination of whether a quorum exists). The initial Observer is listed on Schedule A.

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6.11 Voting for Holdco Board of Directors.

(a) Election; Nomination Rights. Notwithstanding anything to the contrary provided for in this agreement with respect to Major Decisions, the following provisions shall control in all respects with respect to the voting of Holdco Series B Preferred Units. Section 4.1(a) of the Holdco LLC Agreement provides that the Holdco Board of Directors shall consist of five (5) individual Directors elected by Holdco Series B Majority Vote. The Partners (which for purposes of this Section 6.11 includes the Class A Partner in its capacity as General Partner and as owner of Holdco Series B Preferred Units) and the Company (which for purposes of this Section 6.11 includes the Company in its capacity as owner of Holdco Series B Preferred Units) agree and shall cause the holders of Holdco Series B Preferred Units to vote their Holdco Series B Preferred Units for the following individuals for election as Directors:

(i) an aggregate of three (3) individuals nominated by the A/B Partners, each of whom shall, at the time of his/her election as a Holdco Director, be designated (through the exercise of the rights attaching to the Holdco Series B Preferred Units held by the Company and the Class A Partner) as an “A/B Director”;

(ii) one (1) individual nominated by the Class C LP, who shall, at the time of his/her election as a Holdco Director, be designated (through the exercise of the rights attaching to the Holdco Series B Preferred Units held by the Company and the Class A Partner) as a “C Director”; and

(iii) one (1) individual nominated by the Class D LP, who shall, at the time of his/her election as a Holdco Director, be designated (through the exercise of the rights attaching to the Holdco Series B Preferred Units held by the Company and the Class A Partner) as a “D Director”.

Notwithstanding the foregoing, at any time that the Class C LP or the Class D LP is not entitled to vote on Major Decisions under this Agreement, (x) the Class C LP or the Class D LP, as applicable, shall not have the right to nominate any individuals to serve as Directors pursuant to Section 6.11(a)(ii) or Section 6.11(a)(iii), as applicable; (y) any individual nominated as a Holdco Director by the Class C LP or the Class D LP, as applicable, shall be automatically removed from the Holdco Board of Directors, without need of further action by any Partner (and the Company and the Class A Partner in their capacity as holders of Holdco Series B Preferred Units shall be deemed to have directed such removal); and (z) the Company and the Class A Partner in their capacity as holders of Holdco Series B Preferred Units shall be deemed to have directed that the Holdco Board of Directors be reduced in size to four (4) Directors (if either the Class C LP or the Class D LP is not entitled to vote on Major Decisions) or to three (3) Directors (if both the Class C LP and the Class D LP are not entitled to vote on Major Decisions), as applicable. If the Class

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C LP or the Class D LP, as applicable, is permitted to cure and does cure the relevant Default and regains voting rights with respect to Major Decisions, then the Holdco Board of Directors shall be expanded in size to five (5) Directors and the applicable Partner shall have the right to nominate an individual to serve as Director. The nomination of the A/B Directors upon the removal of the Class A Partner as General Partner of the Company is addressed in Section 6.14(b).

(b) Further Actions. Each of the Partners and the Company shall take, or cause to be taken, all actions that are within its control and that are necessary (including causing Holdco to call a special meeting of the holders of Holdco Series B Preferred Units or executing, or causing the execution of, a written consent of the holders of Holdco Series B Preferred Units) to ensure that the composition of the Holdco Board of Directors is as set forth in this Agreement.

(c) Removal. None of the Partners nor the Company shall vote or shall cause any holder of Holdco Series B Preferred Units to vote any of its Holdco Series B Preferred Units in favor of the removal of any Holdco Director from the Holdco Board of Directors or any of its committees (with or without cause); provided, that if (x) the A/B Partners jointly request in writing the removal (with or without cause) of any Holdco Director nominated by them pursuant to Section 6.11(a)(i), (y) the Class C LP requests in writing the removal (with or without cause) of any Holdco Director nominated by it pursuant to Section 6.11(a)(ii), or (z) the Class D LP requests in writing the removal (with or without cause) of any Holdco Director nominated by it pursuant to Section 6.11(a)(iii), then (I) the Partners shall promptly vote (or cause to be voted) all of the Holdco Series B Preferred Units in favor of such removal and (II) if such vote is not affirmatively given within one (1) Business Day after request by (as applicable) the Partner(s) with the right to nominate a different individual to replace such Director, such written approval shall be deemed given.

(d) Vacancies. In the event a vacancy is created on the Holdco Board of Directors at any time and for any reason (whether as a result of death, disability, retirement, resignation or removal pursuant to Section 6.11(c)), the Partner(s) who nominated such Director pursuant to Section 6.11(a) (and only such Partner(s)) shall have the right to nominate a different individual to replace such Director, and (i) the holders of Holdco Series B Preferred Units shall promptly vote (or be caused to vote) all of the Holdco Series B Preferred Units to elect to the Holdco Board of Directors any individual designated by such Partner(s) in accordance with Section 6.11(a) and (ii) if such vote is not affirmatively given within one (1) Business Day after request by (as applicable) the Partner(s) with the right to designate such individual, such written approval shall be deemed given.

(e) Holdco LLC Agreement. Although the obligations set forth in this Agreement are binding among the Partners and the Company and any failure to comply herewith will constitute a breach of this Agreement, such obligations do not amend the provisions regarding the rights to vote for the election or removal of Directors that are attached to the Holdco Series B Preferred Units under the Holdco LLC Agreement. Any Partner and the Company shall be entitled to specifically enforce any other Partner’s obligations under this Agreement pursuant to Section 6.11(g) hereof.

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(f) Transfers of Interests. In addition to, and not in limitation of, the provisions for a Permitted Transfer under Section 14.17, any Transfer of a direct Partnership Interest by a Partner to any Person who is not a party to this Agreement shall be conditioned on the transferee executing and delivering to the other Partners, an agreement in form and substance reasonably satisfactory to such other Partners agreeing to be bound by the terms and conditions of this Section 6.11 applicable to the transferring Partner (and such transferring Partner shall require such transferee to execute and deliver agreement to the other Partners prior to or at the closing of such Transfer).

(g) Equitable Remedies. The Partners and the Company acknowledge and agree that money damages would not be an adequate remedy for any breach of the provisions of this Section 6.11. Each Partner and the Company agrees that any other Partner and the Company shall be entitled to an injunction or similar equitable relief restraining such Partner or the Company from committing or continuing any such breach or threatened breach or granting specific performance of any act required to be performed by such Partner or the Company under this Section 6.11 without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security.

6.12 Expense Reimbursements.

(a) Unless otherwise Approved as a Major Decision (including pursuant to an Approved Annual Budget or a budget of the Company Approved as a Major Decision pursuant to Section 6.3(g)), any expenses incurred by a Representative in connection with his/her service shall not be an expense of the Company but shall be borne by the Partner designating such Representative.

(b) To the extent set forth in a Line Item pursuant to an Approved Annual Budget or a budget of the Company Approved as a Major Decision pursuant to Section 6.3(g), General Partner shall be reimbursed by the Company for costs and expenses incurred by General Partner in connection with the performance of any of General Partner’s duties, obligations and/or responsibilities hereunder, including (i) all costs and expenses incurred by General Partner, any Affiliate of General Partner, any of the owners, executives, employees or representatives of General Partner or any Affiliate of General Partner for transportation, fuel, lodging, entertainment, telephone, car rental, car allowance, travel, postage, overnight courier or other out-of-pocket expenses that are properly allocable to performance of any of General Partner’s duties, obligations and/or responsibilities hereunder; and (ii) all costs and expenses incurred by General Partner to third parties for or on behalf of the Company or any other Project Entities that are not, pursuant to the terms of an Affiliate Agreement, the sole cost and expense of General Partner (and for purposes of clarity, if an Affiliate Agreement provides for payment and/or reimbursement by any Project Entity to the General Partner and/or the applicable Affiliate for certain costs and expenses, then such costs and expenses are not deemed to be the sole cost and expense of General Partner); provided, however, that such reimbursement shall be without duplication of any reimbursement paid to any A/B Director or Holdco Officer as provided for in the Holdco LLC Agreement. Except to the extent of payments under any Approved Affiliate Agreement, in no event shall General Partner be entitled to reimbursement for general, administrative, personnel (including salaries, wages and benefits) or general overhead expenses.

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(c) General Partner shall (i) submit invoices for all such reimbursements on a monthly basis (with a copy to all other Partners) and (ii) shall be entitled to reimburse itself from Company funds for same.

(d) Except as expressly provided in Sections 6.12(b), 6.12(c) and 6.14(b), and without limitation of any compensation expressly provided for in any Affiliate Agreement, General Partner shall not be paid a fee or receive other compensation or reimbursement on connection with the performance of General Partner’s duties, obligations and/or responsibilities under this Agreement.

6.13 Standard of Care for Partners.

(a) With respect to each decision or determination regarding (i) whether or not to propose a Major Decision and (ii) the response to (the approval or disapproval of) a Major Decision, to the fullest extent permitted by applicable Law, each Partner (and the designated Representative of each Partner) (A) may make such decision or determination in its sole and absolute discretion and to consider, favor and further only such interests and factors as it desires, including its own interests and (B) has no duty or obligation to consider, favor or further any other interest of the Company, Holdco, any other Project Entity or any other Partner.

(b) Notwithstanding anything to the contrary provided for in this Agreement (other than Section 6.13(c)), to the fullest extent permitted by applicable Law (including Section 17-1101(d) of the LP Act), and in reliance on, inter alia, Section 17-1101(f) of the LP Act, each Partner (each on behalf of itself, the Company and all of the other Project Entities) hereby covenants and agrees that: (i) neither any Partner nor any Partner Related Party shall have any fiduciary duty (or any other similar or implied duties) to any other Partner, the Company, Holdco, any other Project Entity or any other Person that is (or becomes) a Partner, by reason of this Agreement arising from or by virtue of such Partner’s actions (or failures to act) in its capacity as a Partner under this Agreement; (ii) such Partner and its Partner Related Parties shall not have any liability, obligation or responsibility of any kind or nature whatsoever (including under any legal or equitable theory of fiduciary duty or otherwise) for any loss, cost, damage, liability or expense of any kind or nature whatsoever to any other Partner, the Company, Holdco, any other Project Entity or any other Person that is (or becomes) a Partner, except to the extent attributable to fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement by such Partner or Partner Related Party, as applicable (it being understood that no Partner Related Party shall have any duty or obligation pursuant to this Agreement), as determined by a final non-appealable judgment of a court of competent jurisdiction; (iii) any liability described in the foregoing clause (ii) that is attributable to fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement by a Holdco Director or a Holdco Officer shall be borne solely by the Partner to whom such Holdco Director or Holdco Officer is a Partner Related Party and not by such Holdco Director or Holdco Officer personally; and (iv) each Partner expressly waives (and releases the other Partners and the other Partners’ Partner Related Parties from) any fiduciary duty (or any other similar or implied duties) to the waiving Partner, the Company, Holdco and any other Project Entity.

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(c) Each Partner (i) shall act in accordance with the implied contractual covenant of good faith and fair dealing and (ii) is subject to and entitled to the protections of the indemnification provisions of Article VII and of Article VIII of the Holdco LLC Agreement.

(d) Any Partner alleging that another Partner or its Partner Related Party has committed fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement, and/or any actual damage arising as a direct result of the foregoing, shall have the burden of proving such fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing, material breach of this Agreement or the Holdco LLC Agreement and the actual damage resulting therefrom.

6.14 Removal of General Partner.

(a) If the A/B Partners become Defaulting Partners in accordance with Section 15.4, any Unaffiliated LP entitled to vote on Major Decisions, acting alone, may elect to remove the Class A Partner as General Partner of the Company. Such removal shall become automatically effective on the date that the Unaffiliated LPs entitled to vote on Major Decisions agree on a replacement General Partner, who shall comply with the Transfer Restrictions and who shall be one of the Persons (or an Affiliate of one of the Persons) listed on Schedule B or, if the Unaffiliated LPs entitled to vote on Major Decisions otherwise agree, an Unaffiliated LP, an Affiliate of an Unaffiliated LP, or any other third party (and if the replacement General Partner is not then a Partner, then the Unaffiliated LPs entitled to vote on Major Decisions may amend this Agreement and do all other things reasonably necessary or appropriate solely to admit such replacement General Partner as a Partner and appoint it as General Partner of the Company, without the need for any action of or approval by the A/B Partners). In addition, the Class A Partner shall be removed as General Partner, and a replacement General Partner appointed as aforesaid, upon the sale of the A/B Partners’ Partnership Interests pursuant to Article IX or Article XIV. Following its removal as General Partner, the Class A Partner shall have no further power, authority or right to act for or bind the Company.

(b) Upon the removal of the Class A Partner as General Partner as provided for in Section 6.14(a): (i) any Unaffiliated LP entitled to vote on Major Decisions, acting alone, shall be entitled to immediately terminate all Affiliate Agreements with the A/B Partners or their Partner Related Parties without penalty (but subject to the payment of fees that were accrued but unpaid as of the time of such termination)); (ii) the Class A Partner’s Holdco Series B Preferred Units shall automatically be assigned to the replacement General Partner or such other Person or Persons as the Class D LP shall in its sole discretion direct (and the Class A Partner shall execute any instrument reasonably requested by the Class D LP to evidence such assignment, but the execution of such instrument shall not be required to effect such assignment); (iii) the Unaffiliated LPs entitled to vote on Major Decisions may cause the Company to pay the replacement General Partner such compensation as they may deem appropriate;

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(iv) the Class A Partner’s Partnership Interest shall automatically be converted to a limited partnership interest; (v) the A/B Partners shall have no further right to nominate or replace the A/B Directors, and the right to nominate and replace the A/B Directors shall automatically be transferred to the replacement General Partner; and (vi) the A/B Partners shall, and shall cause their Partner Related Parties to, reasonably cooperate with the Unaffiliated LPs and the replacement General Partner.

(c) For the avoidance of doubt, the replacement General Partner shall be subject to removal as General Partner if such replacement General Partner or its Affiliate becomes a Defaulting Partner, and the same provisions applicable to the removal of the Class A Partner shall apply to the removal of such replacement General Partner, mutatis mutandis.

6.15 Insurance. General Partner (for itself and the Class B LP) shall, at its own cost and expense (without reimbursement under Section 6.12), secure for itself directors’ and officers’ liability insurance, general liability insurance and fidelity insurance in commercially reasonable amounts. As of the Effective Date, General Partner has no employees; provided, however, if General Partner hires any employees at any time in the future, it shall, at its own cost and expense (without reimbursement under Section 6.12) and only to the extent required by law, secure worker’s compensation insurance for such employees. Notwithstanding anything herein to the contrary, any director’s and officer’s liability insurance obtained for the Holdco Board of Directors or the Holdco Officers shall be at Holdco’s expense.

6.16 Bank Accounts. General Partner shall, on behalf and at the expense of the Company and the other Project Entities, maintain accounts in banks or trust companies in the continental United States, for the deposit and disbursement of all funds relating to the Company and the other Project Entities. Upon written request, copies of bank statements shall be delivered to the Partners. General Partner shall not employ any funds in such bank accounts in any manner except for the benefit of the Company and the other Project Entities and in accordance with this Agreement. Withdrawals from such accounts shall be made only in the regular course of the Company’s business and upon the signatures of individuals designated by the General Partner (and with respect to withdrawals of $50,000 or more, only upon the signatures of two Persons designated by the General Partner).

6.17 Project Entity Debt. From and after the Effective Date, the Partners shall be prohibited from, and shall prevent their Affiliates from, acquiring any assignment, participation, security or other interest of a Lender in any Debt of the Company or any other Project Entity (it being understood that the Partners do not currently anticipate having any such Debt of the Company and that the same would be subject to Approval of the Partners as a Major Decision); provided, that it is acknowledged and agreed that an Affiliate of the Class C LP owns an interest in the Phoenix Loan, which was acquired prior to the Effective Date, and that the foregoing prohibition shall not apply to assignments or participations of the Phoenix Loan by and among Affiliates of the Class C LP.

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6.18 REIT Status. The following matters have been Approved as Major Decisions:

(a) Holdco LLC Agreement. It is an Approved Major Decision that General Partner shall cause the Company to enter into the Holdco LLC Agreement on the Effective Date simultaneously with the execution of this Agreement by the Partners at the closing under the Contribution Agreement.

(b) Holdco CTB Election and Holdco REIT Election. It is an Approved Major Decision that the Holdco Officers shall (i) make the CTB Election as of the CTB Election Effective Date and (ii) endeavor to implement the Holdco REIT Election.

(c) Company to Retain Holdco Common Interests. Except as otherwise agreed to as a Major Decision, at all times, the Company shall retain 100% of the issued and outstanding Holdco Common Interests.

(d) Intentionally omitted.

(e) General Partner Special Exculpation Regarding REIT Status of Holdco. The General Partner shall endeavor to perform its obligations under this Agreement in such a manner so that Holdco will not fail to be a Qualified REIT solely because of actions taken by the General Partner, and notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action (or refuse to take any action), at the Company’s cost and expense, that it believes, after consultation with a nationally recognized tax adviser experienced in matters relating to the U.S. federal income taxation of REITs, could reasonably be expected to result in a not-insignificant risk that Holdco could fail to be a Qualified REIT. Notwithstanding the foregoing: (i) the General Partner cannot guarantee or ensure that Holdco is or will continue to be a Qualified REIT; (ii) the General Partner shall have no liability, obligation or responsibility of any kind or nature to the Company, any other Project Entity, any other Partner or any other Person claiming through or under such Partner if Holdco fails to be, or to continue to be, a Qualified REIT, except to the extent of actual damages from such failure that arise directly from General Partner’s (or any A/B Director or Holdco Officer that is an Affiliate of General Partner’s) fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement as determined by a final non-appealable order of a court of competent jurisdiction (and the A/B Partners shall jointly and severally indemnify the Company and the other Partners with respect to any such actual damages, without duplication); and (iii) subject to clause (ii) above, the Partners waive and release any and all such claims against the A/B Partners and their Partner Related Parties relating to or arising from the failure of Holdco to be or continue to be a Qualified REIT.

6.19 Special Provisions Regarding REIT Qualification. Notwithstanding anything to the contrary provided for in this Agreement (including Section 6.3), the Class C LP and the Class D LP covenant and agree that, for as long the PKY REIT Condition shall be in effect:

(a) Except as provided in Section 6.19(b), and subject to the requirements of Section 6.18(e) regarding maintenance of Holdco’s status as a Qualified REIT, without the prior written consent of the A/B Partners (which the A/B Partners shall have the right to grant or withhold in their sole and absolute discretion and for any reason or no reason), none of Holdco or any of its direct or indirect subsidiaries shall:

(i) directly or indirectly acquire (whether by purchase, contribution, distribution, operation of law, or otherwise) or own any equity interest in any corporation, partnership, limited liability company, trust, or other entity or Person (provided that the Partners hereby acknowledge that the Holdco REIT Election and the TRS REIT Election have been Approved as Major Decisions);

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(ii) directly or indirectly acquire (whether by purchase, contribution, operation of law, or otherwise), own, or originate any loan or debt instrument, or consent to any modification, alteration, or amendment of any of the same;

(iii) directly or indirectly enter into any lease with a Person (A) if a corporation for U.S. federal income tax purposes, in which PKY REIT or Holdco would be considered to own (A) 10% percent or more of the total value of shares of all classes of stock of such Person or stock of such Person possessing 10% percent or more of the total combined voting power of all classes of stock of such Person entitled to vote, or (B) if an entity that is not a corporation for U.S. federal income tax purposes, an interest of 10% or more in the assets or net profits of such Person, with ownership by PKY REIT or Holdco, as the case may be, in either case determined taking into account the rules for constructive ownership described in Section 318(a) of the Code, as modified by Section 856(d)(5) of the IRS Code (a “Related Party Tenant”);

(iv) directly or indirectly enter into any lease which provides for rent based on any Person’s net income or profits;

(v) directly or indirectly derive more than a de minimis amount (i.e., more than 1% of all amounts received or accrued during such taxable year by Holdco, directly or indirectly, with respect to any Project Assets) of Impermissible Service Income from any Project Assets (provided that the Partners hereby acknowledge that the TRS REIT Election has been Approved as a Major Decision);

(vi) directly or indirectly permit any sublease or license of any portion of the Project Assets if either (A) the rent or other amounts to be paid by the proposed subtenant or licensee thereunder would be based, in whole or in part, on Impermissible Service Income or (B) the sublessee or licensee, as the case may be, would be a Related Party Tenant;

(vii) enter into any Lease which provides for the rental of personal property, except a Lease which provides for the rental of both personal property and real property and in which the rent attributable to such personal property for the taxable year does not exceed 10% of the total rent for the taxable year attributable to both the real and personal property leased under, or in connection with, such Lease (as determined pursuant to IRS Code Section 856(d)(1));

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(viii) except with respect to the Holdco REIT Election and the TRS REIT Election, elect to be taxed as, or otherwise take any action or position the effect or import of would be that the Company, Holdco or any other Project Entity is or would be treated as, other than a partnership or disregarded entity for U.S. federal income tax purposes;

(ix) provide services or amenities at any Project Asset that are (A) not customarily provided to tenants of comparable properties in the same geographic area or (B) primarily for the convenience of the tenant, unless such services or amenities are provided either by an entity that (x) would be a “taxable REIT subsidiary” (as defined in Section 856(l) of the Code) with respect to the Company and Holdco or (y) would qualify as an “independent contractor” (within the meaning of Section 856(d)(3) of the Code) with respect to Company and Holdco from which neither the Company nor Holdco, directly or indirectly, derive any income; or

(x) commit to do any of the foregoing.

(b) Notwithstanding the foregoing, from and after the occurrence of a Default by the A/B Partners, the A/B Partners shall have no further right to grant or withhold consent to a matter described in Section 6.19(a) unless the occurrence of such matter would reasonably be expected to adversely affect the status of PKY REIT as a Qualified REIT.

(c) Without limitation of the foregoing, the Company and the Partners shall: (i) take such other steps as PKY/GP shall reasonably deem necessary or appropriate in order that Holdco be a Qualified REIT (including taking into account the indirect ownership by PKY REIT of an interest in the Company) and (ii) upon request of PKY/GP, make available to PKY REIT, its Affiliates, and/or its/their counsel and/or accountants, such documents and/or other information regarding the structure, assets, and operations of the Company, Holdco and the other Project Entities as are necessary or appropriate such Persons to conduct due diligence with respect to issues relating to the qualification of Holdco as a Qualified REIT.

(d) Notwithstanding any other provision of this Agreement, the EOLA Property Management Agreements or any other Affiliate Agreement, the General Partner and the applicable Affiliate(s) shall be empowered to take any and all actions as either of them shall reasonably deem necessary or appropriate to permit the Company to be in compliance with its obligations under this Section 6.19 and (ii) no such action taken by the General Partner, Holdco, EOLA Capital LLC and/or Parkway Realty Management (as applicable) shall be considered to have resulted in a violation of this Section 6.19, or any other provision of this Agreement or any provision of any Affiliate Agreement.

(e) General Partner is fully and completely authorized and directed to take any and all actions it reasonably deems necessary or appropriate (including with respect to Accounting Principles policies and procedures, Distributions and in its capacity as Tax Matters Partner) as General Partner reasonably deems necessary or appropriate in order to ensure that any action taken (or not taken) by the Company or any other Project Entity does not cause Holdco to fail to be a Qualified REIT.

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6.20 Tax Cooperation. In the event of any change to U.S. Federal tax law and/or its application to CPPIB after the Effective Date affecting the U.S. Federal income and/or U.S. Federal withholding taxation of REIT distributions attributable to the sale or exchange of U.S. real property interests generally and/or to Section 897(l) of the IRS Code specifically, the Partners agree to cooperate (a) to allow CPPIB (and, if requested by TIAA/LP, TIAA/LP) to restructure its direct or indirect ownership interests in the Company and/or (b) at CPP/LP’s request, in CPP/LP’s sole discretion, to cause the Company and/or Holdco (either directly or through any Project Entity) to structure any direct and/or indirect disposition of any Project Asset (including dispositions contemplated under Article IX and Article XIV) as a sale of equity interests in an entity taxable as a REIT (or to engage in other structuring), in each case, to maximize the U.S. Federal income tax efficiency and/or U.S. Federal withholding tax efficiency of CPPIB and/or TIAA/LP, as applicable, including by causing the Company to give the acquirer representations and indemnities related to REIT qualification reasonably requested by the acquirer, provided that (i) CPP/LP shall pay any out-of-pocket costs and expenses payable to third parties that are directly caused by the structuring of such disposition as a sale of equity interests in an entity taxable as a REIT, not to exceed one million dollars ($1,000,000) (but for clarity, CPP/LP shall not be responsible for any indemnity obligations to or of the Company or the Partners or any diminution in acquisition price as a result of such structure) and (ii) any such action does not materially increase the U.S. Federal tax liability of any Partner.

6.21 Litigation Regarding POPLP Estoppels. In the event any POPLP Estoppel is delivered pursuant to Section 9.03 of the Contribution Agreement, each Unaffiliated LP, acting alone, shall have the right, in the name and on behalf of the Company, to commence, prosecute and settle a litigation against POPLP in a court of competent jurisdiction (and to expend funds of the Company therefor, without necessity of Approval as a Major Decision) for the sole and exclusive purposes of determining the actual amount of “Default Losses” (as defined in the Contribution Agreement) arising from a material misstatement or material misrepresentation on the POPLP Estoppel. For clarity, such “Default Losses” shall only be recoverable by the Company if and to the extent such recovery is permitted by the Contribution Agreement.

END OF ARTICLE VI

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ARTICLE VII

INDEMNIFICATION

7.1 General Limitation of Liability of a Partner. Except as otherwise expressly provided for in this Agreement (including the indemnification provided by CPP/LP pursuant to Section 2.9 and the indemnification provided by the A/B Partners pursuant to Section 6.18(e)) or the Holdco LLC Agreement or required by Law, no Partner (and no Partner Related Party of such Partner) shall be liable, responsible or accountable, in damages or otherwise, to the Company, any other Project Entity or another Partner (or another Partner’s Partner Related Parties) for any act performed by such Partner (or by any of such Partner’s Partner Related Parties) or for any failure to act on the part of such Partner (or on the part of such Partner’s Partner Related Parties) unless such act or failure to act constitutes fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement, as determined by a final non-appealable order of a court of competent jurisdiction.

7.2 Company Indemnification. The Company (acting through the General Partner, except to the extent otherwise expressly provided for in this Article VII) shall indemnify and hold harmless each Partner (and such Partner’s Partner Related Parties) from and against any Proceedings, claims, demands, liabilities, damages, judgments, orders, decrees, fines, penalties, payments, costs and/or expenses (including reasonable out-of-pocket attorney’s fees and disbursements) paid or incurred by such Partner (and/or by any of such Partner’s Partner Related Parties) that arise from or out of: (a) any Partner Debt Guaranty provided by a Partner or any of such Partner’s Partner Related Parties; (b) any act performed by such Partner (or by any of such Partner’s Partner Related Parties) with respect to the business or affairs of the Company and/or any other Project Entity; (c) any failure to act by such Partner (or by any of such Partner’s Partner Related Parties) with respect to the business or affairs of the Company and/or any other Project Entity; and/or (d) the business and affairs of the Company and/or any other Project Entity, in each case, subject in all events to the limitations provided for in Section 7.4.

7.3 Indemnification Payments and Repayments.

(a) A Partner (on behalf of itself and/or any of its applicable Partner Related Parties) (an “Indemnitee”) claiming a right to indemnification under this Agreement (an “Indemnity Claim”) shall deliver a notice (an “Indemnity Notice”) to the Company (and to the other Partners) within ten (10) Business Days after the Indemnitee first becomes aware of such Indemnity Claim so that the Company will have a reasonable time to respond to such Indemnity Claim; provided, however, that failure to deliver an Indemnity Notice within such ten (10) Business Days shall only reduce such Indemnitee’s right to indemnity hereunder to the extent the additional delay actually prejudices the ability of the Company to defend against the Indemnity Claim.

(b) The Indemnity Notice shall set forth (to the extent then reasonably known to the Indemnitee), as applicable: (a) a brief description of the facts, circumstances or events giving rise to such Indemnity Claim (including a copy of any written notices, claims, demands, etc.); (b) the amount (or an estimate of the amount) of any payment required to be made and/or any actions required to be

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taken (including the defense against any claim(s) and/or demand(s), etc., made by any third party against an Indemnitee) to fully satisfy the Indemnity Claim (any such payment or action, an “Indemnity Action” or the “Indemnity Actions”); and (c) a date by which such Indemnity Action must be paid and/or taken.

(c) The Company shall, within ten (10) Business Days after receipt of an Indemnity Notice, (i) make the payment required by the applicable Indemnity Notice and/or (ii) defend against the Indemnity Claim.

(d) If the Company is required to defend and hold the Indemnitee harmless from and against an asserted liability then: (i) the Company (acting through the General Partner, except to the extent otherwise expressly provided for in this Article VII) shall retain counsel and shall indemnify, defend and hold the Indemnitee harmless from and against the asserted liability; (ii) the Indemnitee shall (and shall cause any applicable Partner Related Party to) fully and diligently and promptly cooperate, at the request and reasonable expense of the Company, in the compromise of, or defense against, such asserted liability; (iii) the Indemnitee shall (and shall cause any applicable Partner Related Party to) make available to the Company all (A) books, records or other documents within the possession or control of the Indemnitee that are reasonably required for such defense and (B) representatives of the Indemnitee for purposes of presenting testimony and responding to claims of other parties that are reasonably required for such defense; (iv) the Indemnitee will have the right, at its own expense, to participate in, but not control, the defense or settlement of any such asserted liability; (v) the Company shall, at its own expense, provide the Indemnitee with true and complete copies of all material documents, papers and other materials relating to any applicable claim (including all motions, affidavits, memoranda, orders and settlement offers and counter-offers) promptly after the delivery or receipt of same by the Company; and (vi) General Partner shall keep the other Partners reasonably informed as to the status of the applicable Indemnity Actions and Indemnity Claim.

(e) If the Company fails to take the required Indemnity Action, then (i) the Indemnitee may take the required Indemnity Action(s) (including the payment or defense of the Indemnity Claim) and (ii) the Company shall pay to the Indemnitee the amount of any and all losses, costs, damages, liabilities and expenses (including reasonable out-of-pocket attorney’s fees) paid or incurred by such Indemnitee in connection with the required Indemnity Action(s).

(f) If an Indemnitee has actually paid any costs or expenses in respect of an Indemnity Claim to which the Indemnitee is entitled under this Agreement, then the Company shall (i) repay to such Indemnitee the amounts actually paid by such Indemnitee together with interest on all amounts actually paid by such calculated at the Deficiency Loan Rate from the date actually paid by such Indemnitee until the date of satisfaction in full of the amounts paid by the such Indemnitee. If any such amounts owed by the Company to an Indemnitee are not so paid to the Indemnitee within ten (10) Business Days after delivery of an invoice for such payment from the Indemnitee to the non-indemnified Partner(s), then the Partner who is the Indemnitee (or whose Partner Related Party is the Indemnitee) shall be deemed to have made a Deficiency Loan to each of the Partners who is not (or whose Partner Related Party is not) the Indemnitee equal to the product of (i) the aggregate amount owed as of the tenth (10^th) Business Day after delivery of such invoice and (ii) the Percentage Interest of each such Partner who is not (or whose Partner Related Party is not) the Indemnitee.

(g) Notwithstanding anything to the contrary provided for in this Agreement, the General Partner shall have the right to (i) cause the Company to pay any and all costs or expenses incurred by the Company pursuant to Sections 7.2 or 7.3 (and any such payments shall be deemed Approved) and (ii) call for Additional Capital Contributions to pay for same.

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7.4 Limitations of Indemnification.

(a) Notwithstanding the foregoing, the indemnification obligations set forth in Sections 7.2 and 7.3: (i) cover only those costs and expenses paid or incurred by the applicable Indemnitee; (ii) do not cover lost profits, consequential damages, punitive damages or special damages incurred by an Indemnitee; (iii) do not cover any amounts paid or incurred by an Indemnitee to the extent attributable to such Indemnitee’s fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or material breach of this Agreement or the Holdco LLC Agreement, as determined by a final non-appealable order of a court of competent jurisdiction; and (iv) are subject to the right of the Company to seek a final and non-appealable order of a court of competent jurisdiction (an “Indemnity Determination Proceeding”) to determine whether all or any portion of the amount for which an Indemnitee is being (or was) indemnified was attributable to fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement or was otherwise ineligible for reimbursement by the Company pursuant to this Article VII.

(b) Notwithstanding anything to the contrary provided in this Agreement: (i) the decision on the part of the Company to undertake an Indemnity Determination Proceeding may be made by any non-indemnified Partner entitled to vote on Major Decisions, acting alone (without the requirement of an Approved Major Decision); (ii) any such non-indemnified Partner entitled to vote on Major Decisions, acting alone, is fully and completely authorized and empowered to take any and all actions it deems necessary or appropriate (in the name of and on behalf of the Company) in connection with the commencement, prosecution, enforcement and/or settlement of an Indemnity Determination Proceeding, including causing the Company to expend funds in connection with the foregoing (without the requirement of an Approved Major Decision); and (iii) the Company (acting through such non-indemnified Partner entitled to vote on Major Decisions) and the Indemnitee shall have the right to control their respective claim(s) and/or defense(s) and to appoint separate counsel, at the cost and expense of the Company, in connection with an Indemnity Determination Proceeding.

(c) If the Company prevails in an Indemnity Determination Proceeding, then within ten (10) Business Days after receipt of any invoice for costs and expenses actually paid by the Company in connection with the performance of the Company’s indemnification obligations to the Indemnitee arising from the applicable Indemnity Claim and/or in connection with the Indemnity Determination Proceeding, the Partner who is the Indemnitee (or the Partner to whom the Indemnitee is a Partner

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Related Party) shall be deemed to have borrowed a Deficiency Loan from each of the other Partners (or its/their Deficiency Loan Designee(s)) in an amount equal to the product of (i) the amount of such costs and expenses actually paid by the Company in connection with the performance of the Company’s indemnification obligations to the Indemnitee arising from the applicable Indemnity Claim and/or in connection with the Indemnity Determination Proceeding and (ii) the Percentage Interest of such other Partner relative to the Percentage Interests of all such other Partners.

(d) If the Company does not prevail in an Indemnity Determination Proceeding, then the Partner(s) that commenced such Indemnity Determination Proceeding (i) shall be deemed, within ten (10) Business Days after receipt of any invoice for costs and expenses actually paid by the Company in connection with the Indemnity Determination Proceeding, to have borrowed a Deficiency Loan from each of the other Partners (or its/their Deficiency Loan Designee(s)) in amount equal to the product of (x) the amount of such costs and expenses actually paid by the Company in connection with the Indemnity Determination Proceeding and (y) the Percentage Interest of such other Partner relative to the Percentage Interests of all such other Partners and (ii) shall pay to the Indemnitee (or, if applicable, the Partner to whom the Indemnitee is a Partner Related Party) an amount equal to the sum of (x) all costs and expenses actually paid by the Indemnitee (or if applicable, the Partner to whom the Indemnitee is a Partner Related Party) in connection with the Indemnity Determination Proceeding and (y) interest on all amounts actually paid by the Indemnitee under sub-clause (ii)(x) calculated at the Deficiency Loan Rate from the date such amounts were actually paid by the Indemnitee (or, if applicable, the Partner to whom the Indemnitee is a Partner Related Party) until the date of repayment in full of such amounts by the Partner(s) that commenced such Indemnity Determination Proceeding, and if the Partner(s) that commenced the Indemnity Determination Proceeding shall fail to pay such amounts to the Indemnitee (or, if applicable, the Partner to whom the Indemnitee is a Partner Related Party) within ten (10) Business Days after receipt of any invoice for same, the Partner(s) owing such amounts shall be deemed to have borrowed a Deficiency Loan from the Indemnitee (or, if applicable, the Partner to whom the Indemnitee is a Partner Related Party or its Deficiency Loan Designee) in an amount equal to the amounts specified in sub-clauses (ii)(x) and (ii)(y) above.

7.5 Limitation on Partners’ Liability. Except as expressly provided in the LP Act: (a) no Partner shall be bound by, nor be personally liable for, the expenses, liabilities, indebtedness or obligations of the Company or any other Project Entity solely by reason of being a Partner of the Company; (b) the liability of each Partner shall be limited solely to its interest in the Company at such time; and (c) the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities solely of the Company, and no Partner (or no Partner Related Party of a Partner) shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Partner of the Company. Notwithstanding anything herein to the contrary, each Partner and the Company each agrees that, notwithstanding anything herein that may be construed to the contrary, it shall not seek to collect or enforce any judgment against a Partner (or any Partner Related Party of a Partner) for any claim or matter whatsoever (whether arising in contract, tort or otherwise) except as against the Partner’s interest in the Company and hereby irrevocably waives any right to do so. Any contribution of capital by the Partners pursuant to this Agreement is intended solely to benefit the Partners, and no Partner has any obligation to any creditor of the Company to contribute capital to the Company or any other Project Entity.

7.6 No Duplication. The rights and obligations of the parties under this Article VII are intended to be coordinated with and not duplicative of the rights and obligations of the parties under Article VIII of the Holdco LLC Agreement.

END OF ARTICLE VII

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ARTICLE VIII

OTHER INVESTMENT ACTIVITIES AND GHMA OPPORTUNITIES

8.1 Affiliate Investment Activities. The Partners expressly acknowledge and agree that, except as expressly provided for in Sections 8.2 through and including 8.8 below:

(a) The respective Affiliates of each Partner have the absolute and unconditional right (without notice to or consent of the Company, the other Partners or any of the Representatives) to pursue business ventures and/or activities of any kind or nature whatsoever, whether or not such ventures and/or activities are (or might be deemed to be) competitive with the business activities and affairs of the Company, including the right, directly or indirectly, to; (i) acquire any interest in any real property assets (within and/or outside of the GHMA); (ii) own, hold, lease, operate, manage, maintain, entitle, improve, develop, repair, restore, Transfer (by way of sale, lease, encumbering or otherwise) and/or otherwise use or deal with any real property assets (whether within and/or outside of the GHMA); and/or (iii) make and/or have an interest in any Debt secured by a direct or indirect interest in any of the foregoing (each, an “Other Affiliate Activity” and collectively, the “Other Affiliate Activities”).

(b) No Partner (and no Affiliate of a Partner) shall have any duty, liability, obligation or responsibility of any kind or nature whatsoever to the other Partners, the Company or any other Project Entity arising from, out of or in connection with such Other Affiliate Activities notwithstanding that such Other Affiliate Activities are (or might be deemed to be) competitive with the business activities and affairs of the Company.

(c) None of the Company, any other Project Entity or any Partner (or any Affiliate of a Partner) shall have any right of any kind or nature whatsoever in or with respect to any Other Affiliate Activities (notwithstanding that such Other Affiliate Activities are (or might be deemed to be) competitive with the business activities and affairs of the Company), including to (i) in any way participate or share in any income or proceeds derived from any Other Affiliate Activities or (ii) receive any notice with respect to any Other Affiliate Activities.

(d) Notwithstanding the foregoing provisions of this Section 8.1, it is understood and agreed that the Partners and their Affiliates may have direct or indirect ownership interests in and/or receive income from other office and retail properties in the GHMA. If the General Partner and/or its Affiliate either (i) sends an existing tenant in one of the Buildings a written lease proposal for premises in a property located within the GHMA which is directly or indirectly owned by an Affiliate of the General Partner or (ii) sends a potential tenant written lease proposals both for premises in one of the Buildings and premises in a property located within the GHMA which is directly or indirectly owned by an Affiliate of the General Partner, then the General Partner shall, and/or shall cause its Affiliate to: (A) promptly notify the Unaffiliated LPs of the applicable state of facts; (B) subject to any confidentiality and non-disclosure agreements to which the General Partner or the applicable Affiliate of the General Partner may be bound, deliver to the Unaffiliated LPs, as applicable, copies of the lease proposal(s) delivered to such tenant and/or proposed tenant with respect to premises in one of the Buildings and

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premises in a property located within the GHMA which is directly or indirectly owned by an Affiliate of the General Partner; (C) respond to reasonable inquiries from the Unaffiliated LPs regarding the lease proposal(s) and discussions with the existing or potential tenant until such time as a letter of intent is signed with the existing or potential tenant; (D) deliver to the Unaffiliated LPs, as applicable, a copy of any letter of intent that is signed with such tenant and/or proposed tenant; and (E) act in good faith in interacting and negotiating with the existing or potential tenant.

(e) To the extent that an Unaffiliated LP or one of its Affiliates has a property within the five (5) miles of the Project that potentially competes with the Project for tenants (a “Competing Project”), then: (i) such Unaffiliated LP shall establish a “confidentiality wall” between such Unaffiliated LP’s decision-makers for the Company and their advisors (collectively, the “Unaffiliated LP Greenway Team”) and the decision-makers for the Competing Project and their advisors (collectively, the “Unaffiliated LP Competing Leasing Team”); and (ii) the Unaffiliated LP shall not (and shall prevent any Person on the Unaffiliated LP Greenway Team from), directly or indirectly, sharing with or disclosing to any Person on the Unaffiliated LP Competing Leasing Team any of the proposed leasing plans, leases, lease analysis, lease terms or other relevant information relating to the Project or any Building provided to or discussed with any member of the Unaffiliated LP Greenway Team.

8.2 GHMA Opportunity 1^st Notice.

(a) Notwithstanding the provisions of Section 8.1, at all times between the Effective Date and the third (3^rd) anniversary of the Effective Date, if: (i) PKY/GP or an Affiliate of a GHMA Parkway Party is the General Partner; (ii) a GHMA Parkway Party determines to pursue a GHMA Opportunity; and (iii) there is at least one (1) GHMA Eligible LP, then PKY/GP shall deliver a notice of such determination to the GHMA Eligible LP(s) that generally identifies the GHMA Opportunity and the underlying GHMA Opportunity Asset (a “GHMA Opportunity 1^st Notice”).

(b) If a GHMA Parkway Party is seeking investor(s) in respect of a GHMA Opportunity Asset currently owned in whole or in part by a GHMA Parkway Party (a “GHMA Parkway-Owned Opportunity”) or the GHMA Parkway Party is subject to a confidentiality, non-disclosure or similar agreement in respect of the applicable GHMA Opportunity, then the GHMA Opportunity 1^st Notice shall include a non-disclosure agreement (or a joinder or other similar agreement) pursuant to which any GHMA Participating LP will agree to reasonable and customary non-disclosure and confidentiality provisions (a “GHMA Opportunity NDA”).

(c) If a GHMA Eligible LP receives a GHMA Opportunity 1^st Notice, then (i) such GHMA Eligible LP shall, within five (5) Business Days of its receipt of such GHMA Opportunity 1^st Notice, deliver a notice to PKY/GP either stating that such GHMA Eligible LP desires to proceed with its potential opportunity to participate in the GHMA Opportunity (a “GHMA Opportunity Participation Notice”) or such GHMA Eligible LP desires not to proceed with its potential opportunity to participate in the GHMA Opportunity (a “GHMA Opportunity Opt Out Notice”) and (ii) if such GHMA Eligible LP delivers a GHMA Opportunity Participation Notice, it shall concurrently deliver an executed GHMA Opportunity NDA, if required by PKY/GP in the applicable GHMA Opportunity 1^st Notice.

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(d) If a GHMA Eligible LP timely delivers a GHMA Opportunity Participation Notice and the GHMA Opportunity NDA, if required (such GHMA Eligible LP, a “GHMA Participating LP” with respect to the applicable GHMA Opportunity), and any Affiliate of such GHMA Participating LP is pursuing, or intends to potentially pursue, any direct and/or indirect investment opportunity (by way of equity and/or Debt) in respect of such GHMA Opportunity Asset (a “GHMA Competing Affiliate”), the GHMA Participating LP shall, within five (5) Business Days after its receipt of such GHMA Opportunity 1^st Notice, deliver a notice to PKY/GP that such GHMA Participating LP has a potential GHMA Competing Affiliate (a “GHMA Competing LP Notice”). If a GHMA Competing Affiliate exists, then: (i) any and all data, reports, notices, decision-making and other information provided by PKY/GP or any GHMA Parkway Party relating to the GHMA Opportunity (collectively, the “PKY GHMA Information”) shall be deemed to be confidential and proprietary information; (ii) the GHMA Participating LP shall establish a “confidentiality wall” between the opportunity pursuit and decision-making team of the GHMA Participating LP and their advisors (collectively, the “GHMA Participating LP Team”) and the decision-making team of the GHMA Competing Affiliate and their advisors (collectively, the “GHMA Competing Affiliate Team”); and (iii) the GHMA Participating LP shall not (and shall not allow any Person on the GHMA Participating LP Team) to directly or indirectly share or disclose any of the PKY GHMA Information with or to any Person on the GHMA Competing Affiliate Team. Notwithstanding the foregoing, if there is a common investment or decision-making committee of a GHMA Participating LP and its Affiliates that is charged with final decision-making regarding investment opportunities for both the GHMA Participating LP and the GHMA Competing Affiliate (an “Eligible LP Investment Committee”), the GHMA Participating LP may share such PKY GHMA Information with such Eligible LP Investment Committee provided that such Eligible LP Investment Committee shall not (directly or indirectly), share or disclose any of the PKY GHMA Information with/to any Person on the GHMA Competing Affiliate Team. Subject to strict compliance with the foregoing obligations, the applicable GHMA Competing Affiliate may pursue such GHMA Opportunity Asset independently regardless of whether the GHMA Participating LP continues its participation in the GHMA Opportunity with PKY/GP or any GHMA Parkway Party hereunder.

8.3 GHMA Opportunity 2^nd Notice and Response.

(a) If there is at least one (1) GHMA Participating LP, then PKY/GP shall deliver to the GHMA Participating LP(s) a notice (a “GHMA Opportunity 2^nd Notice”) setting forth, to the best of PKY/GP’s then current knowledge, as applicable: (i) a brief description of the general nature of the GHMA Opportunity (i.e., to (x) acquire, directly or indirectly, ownership and control of a GHMA Opportunity Asset, (y) acquire and/or provide Debt secured, directly or indirectly, by a GHMA Opportunity Asset or (z) seek investors to acquire equity in a GHMA Parkway Party-owned GHMA Opportunity Asset); (ii) the address(es) of the GHMA Opportunity Asset; (iii) the aggregate net rentable square feet of the GHMA Opportunity Asset (the “GHMA Opportunity Asset NRSF”); (iv) the estimated budget to close on such GHMA Opportunity (the “GHMA Opportunity Estimated Cost”) and the extent to which the GHMA Parkway Party then anticipates initially capitalizing such GHMA Opportunity Estimated Cost with equity and/or with debt; (v) the net present value (as reasonably estimated by General Partner) of the net return attributable to such GHMA Opportunity Asset, calculated in

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accordance with the Accounting Principles using a discount rate of 9% (the “GHMA Opportunity Estimated Return”), as well as such other pro forma information generally as PKY/GP or the applicable GHMA Parkway Party may possess with respect to projected returns and cash flows; (vi) the estimated date by which a deposit required in connection with any agreement to acquire and/or finance the GHMA Opportunity is then anticipated to be due; (vii) the estimated date by which closing on the GHMA Opportunity is then anticipated to occur; (viii) a schedule of the then estimated third party pursuit costs (including any legal fees, deposits, brokerage commissions and/or financing fees and costs) anticipated to be incurred in connection with the pursuit and closing of the GHMA Opportunity (collectively, even if same exceed the scheduled amount, the “GHMA Opportunity Pursuit Costs”); and (ix) other material information regarding the GHMA Opportunity then in the possession or control of PKY/GP. If a GHMA Opportunity involves a GHMA Parkway-Owned Opportunity, then the GHMA Opportunity 2^nd Notice will be modified as appropriate to reflect the different circumstances applicable to the current GHMA Opportunity as opposed to pursuit of a third party investment.

(b) With respect to any GHMA Parkway-Owned Opportunity, (i) the GHMA Participating LP(s) shall deliver a GHMA LP No Go Response or a GHMA LP Go Response within the time periods specified in Section 8.3(c); (ii) the GHMA Participating LP(s) shall complete all due diligence, and PKY/GP and the GHMA Participating LPs shall endeavor in good faith to execute a contribution agreement or purchase agreement for the GHMA Parkway-Owned Opportunity, in each case, no later than forty-five (45) days after delivery of the final GHMA LP Go Response, and (iii) unless otherwise agreed by PKY/GP and the GHMA Participating LP(s), such contribution agreement or purchase agreement shall provide for closing for such GHMA Parkway-Owned Opportunity within ten (10) Business Days after the execution thereof. If PKY/GP and the GHMA Participating LPs do not reach agreement on a contribution agreement or purchase agreement for the GHMA Parkway-Owned Opportunity within forty-five (45) days after delivery of the final GHMA LP Go Response or such longer period as may be agreed upon by PKY/GP and the GHMA Participating LP(s) in writing, the applicable GHMA Parkway Party shall have the right, upon written notice to the GHMA Participating LP(s), to terminate negotiations and market and, if applicable, consummate the co-investment opportunity with any Person upon terms it deems desirable or appropriate, subject to Section 8.4 below.

(c) Within ten (10) Business Days after delivery of a GHMA Opportunity 2^nd Notice, each GHMA Participating LP shall deliver a notice to PKY/GP stating that such GHMA Participating LP either (i) is not interested in pursuing the GHMA Opportunity (a “GHMA LP No Go Response”) or (ii) is interested in pursuing the GHMA Opportunity (a “GHMA LP Go Response”). If a GHMA Participating LP fails to deliver a GHMA LP Go Response within such ten (10) Business Days, then such GHMA Participating LP shall be deemed to have delivered a GHMA LP No Go Response. If a GHMA Participating LP delivers (or is deemed to have delivered) a GHMA LP No Go Response, then with respect to the applicable GHMA Opportunity (A) such Unaffiliated LP shall no longer be deemed to be a GHMA Participating LP and (B) the provisions of Section 8.7 shall apply.

(d) If both GHMA Participating LPs deliver a GHMA LP Go Response in respect of the applicable GHMA Opportunity under this Article VIII, then, (i) unless a different ratio is agreed in writing between the GHMA Participating LPs, the Class C LP shall be entitled to acquire sixty percent (60%) of

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the GHMA Aggregate LP Pro Rata Share and the Class D LP shall be entitled to acquire forty percent (40%) of the GHMA Aggregate LP Pro Rata Share (each GHMA Eligible LP’s share of the GHMA Aggregate LP Pro Rata Share being its “GHMA Separate LP Pro Rata Share”) and (ii) if at any time from and after the delivery of the GHMA LP Go Response any GHMA Participating LP subsequently delivers a GHMA LP Stop Notice and thus becomes a former GHMA Participating LP, the remaining GHMA Participating LP’s GHMA Separate LP Pro Rata Share shall automatically become the entire GHMA Aggregate LP Pro Rata Share unless such remaining GHMA Participating LP delivers a GHMA LP Stop Notice within the time provided in Section 8.5(c)(i).

8.4 GHMA Opportunity Material Change.

(a) Notwithstanding the provisions of Sections 8.3(c) and (d), PKY/GP shall continue to keep each remaining GHMA Participating LP and each former GHMA Participating LP who delivered a GHMA LP No Go Response or a GHMA LP Stop Notice informed, on a timely basis, as to whether there has been a GHMA Opportunity Material Change with respect to the GHMA Opportunity described in the applicable GHMA Opportunity 2^nd Notice.

(b) If: (i) there is a GHMA Opportunity Material Change with respect to the GHMA Opportunity described in the applicable GHMA Opportunity 2^nd Notice in response to which a former GHMA Participating LP delivered or is deemed to have delivered a GHMA LP No Go Response or a GHMA LP Stop Notice; (ii) the GHMA Parkway Party and the Affiliate of the remaining GHMA Participating LP have not signed a GHMA JV relating to the applicable GHMA Opportunity; (iii) a commitment with a third party lender to finance the acquisition of the GHMA Opportunity has not been signed; and (iv) the GHMA Opportunity Contract relating to the applicable GHMA Opportunity has not been signed, then (A) PKY/GP shall deliver a second GHMA Opportunity 2^nd Notice to (x) any remaining GHMA Participating LP and (y) any former GHMA Participating LP that delivered or is deemed to have delivered a GHMA LP No Go Response or a GHMA LP Stop Notice and (B) the provisions of Sections 8.3(a), (c) and (d) shall apply with respect to such second GHMA Opportunity 2^nd Notice (provided that (x) the applicable period within which any applicable GHMA Participating LP(s) shall be required to deliver a GHMA LP Go Response or deliver (or be deemed to have delivered) a GHMA LP No Go Response is reduced from ten (10) Business Days to three (3) Business Days and (y) such former GHMA Participating LP shall pay its GHMA Separate LP Pro Rata Share of any GHMA Opportunity Pursuit Costs noted on such GHMA Opportunity 2^nd Notice (which payment will then be shared between the GHMA Parkway Party and the Affiliate of the remaining GHMA Participating LP on the applicable GHMA Opportunity Pro Rata Share basis).

8.5 Joint Pursuit. If one or more GHMA Participating LPs executes and delivers a GHMA LP Go Response, then:

(a) PKY/GP (acting through the GHMA Parkway Party) and each GHMA Participating LP (acting through its/their Affiliate) shall endeavor to (i) cause the applicable parties to execute and deliver a binding agreement for pursuit of the GHMA Opportunity pursuant to a separate venture or other agreement (collectively, a “GHMA JV”) that will be substantially similar to this Agreement and, if

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required by an Eligible LP, a REIT subsidiary operating agreement similar to the Holdco LLC Agreement (provided that: (A) the sole asset(s) of the GHMA JV will be the investment in the applicable GHMA Opportunity; (B) the percentage interest of the GHMA Parkway Party in the GHMA JV will be the GHMA Parkway Pro Rata Share; (C) the percentage interest of each remaining GHMA Participating LP will be its respective GHMA Separate LP Pro Rata Share; and (D) the provisions of Section 8.1 shall apply (but without any exception for or reference to any GHMA Opportunity) and (ii) cause the GHMA JV to enter into an agreement with respect to the GHMA Opportunity (a “GHMA Opportunity Contract”) and then to close upon such GHMA Opportunity Contract (a “GHMA Opportunity Closing”), subject to customary due diligence and feasibility conditions as may be negotiated in the GHMA Opportunity Contract.

(b) PKY/GP shall, on a reasonably timely basis, (i) keep the GHMA Participating LP(s) informed of all material matters with respect to the status of the proposed investment in the GHMA Opportunity and any proposed or actual GHMA Opportunity Contract, (ii) provide access to all due diligence information, reports and analyses received in connection with the GHMA Opportunity, and (iii) consult with the GHMA Participating LP(s) about material decisions and determinations to be made in regard to the proposed or actual GHMA Opportunity Contract (but without any obligation or requirement on the part of PKY/GP to obtain the approval or consent of the GHMA Participating LPs).

(c) Notwithstanding anything to the contrary provided for in this Article VIII, during the period between delivery of a GHMA LP Go Response and a date that is not more than ten (10) Business Days prior to the date on which a deposit for a GHMA Opportunity Contract or a GHMA Opportunity-related financing commitment becomes nonrefundable (other than upon the counterparty’s default or the failure of a condition precedent):

(i) Each GHMA Participating LP has the right, for any reason or no reason, to deliver a notice (a “GHMA LP Stop Notice”) to PKY/GP and the other GHMA Participating LP, if there is one, stating that the noticing GHMA Participating LP has elected to terminate its obligation to endeavor to cause its Affiliate to enter into the GHMA JV. Upon delivery of such a GHMA LP Stop Notice, the noticing Partner shall no longer be a GHMA Participating LP with respect to the applicable GHMA Opportunity.

(ii) PKY/GP has the right, for any reason or no reason, to deliver a notice to the GHMA Participating LP(s) stating that PKY/GP has elected to terminate its obligation to endeavor to cause the GHMA Parkway Party to enter into the GHMA JV (a “GHMA Parkway Stop Notice”). Upon delivery of such a GHMA Parkway Stop Notice: (A) each of the Unaffiliated LPs shall have the right to pursue the applicable GHMA Opportunity on its own; (B) clauses (i) – (iii) of Section 8.2(d) and Section 8.7 shall no longer apply with respect to the applicable GHMA Opportunity; and (C) PKY/GP will not (and will not allow any of its Affiliates to), directly or indirectly, pursue any direct or indirect interest in or with respect to the applicable GHMA Opportunity (and/or in the underlying GHMA Opportunity Asset) for a period of twelve (12) months after delivery of the GHMA Opportunity 1^st Notice.

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(d) If both the Class C LP and the Class D LP are GHMA Participating LPs and one (1) of them delivers a GHMA LP Stop Notice, then notwithstanding anything to the contrary provided for in this Article VIII, (i) the sole remaining GHMA Participating LP will automatically and completely (and without further notice to or act on the part of any Person) be entitled to (and responsible for) the entire GHMA Aggregate LP Pro Rata Share, unless such other GHMA Participating LP delivers a GHMA LP Stop Notice prior to the first to occur of (x) ten (10) Business Days after receipt of the other GHMA LP Stop Notice and (y) the date that is five (5) Business Days prior to the anticipated date on which a deposit for a GHMA Opportunity Contract or a GHMA Opportunity-related financing commitment becomes nonrefundable (other than upon the counterparty’s default or the failure of a condition precedent); and (ii) the remaining participating Partner(s) shall promptly refund to the GHMA Eligible LP its share of any deposit for a GHMA Opportunity Contract or a GHMA Opportunity-related financing commitment.

(e) If a deposit is required to be funded for a GHMA Opportunity Contract or a GHMA Opportunity-related financing commitment prior to the deadline for delivery of a GHMA LP Stop Notice or a GHMA Parkway Stop Notice pursuant to Section 8.5(c), then each GHMA Participating LP shall timely fund its GHMA Separate LP Pro Rata Share of the GHMA Aggregate LP Pro Rata Share of such deposit. If such GHMA Participating LP fails to timely fund its GHMA Separate LP Pro Rata Share of the GHMA Aggregate LP Pro Rata Share of such deposit, then such GHMA Participating LP shall be deemed to have given a GHMA LP No Go Response.

8.6 Failure to Close Together.

(a) If the GHMA Parkway Party and the Affiliate(s) of the GHMA Participating LP(s) fail, for any reason or no reason, to enter into the GHMA JV, to enter into the GHMA Opportunity Contract, to fund their respective GHMA Opportunity Pro Rata Share of capital contributions to the GHMA JV and/or to close under the GHMA Opportunity Contract (any such event, a “GHMA Opportunity Closing Failure”), then the following provisions shall apply. Except as provided for in Sections 8.6(g) and (h) below, each of the A/B Partners and the GHMA Participating LPs shall be responsible for its GHMA Opportunity Pro Rata Share of GHMA Opportunity Pursuit Costs incurred through the date on which it delivered its GHMA Parkway Stop Notice or GHMA LP Stop Notice, as applicable. By way of example only, if both the Class C LP and the Class D LP were initially GHMA Participating LPs, the Class C LP delivered a GHMA LP Stop Notice on September 15, the Class D LP delivered a GHMA LP Stop Notice on October 1 and a GHMA Opportunity Closing Failure occurred on November 15, then (i) with respect to GHMA Opportunity Pursuit Costs incurred through September 15, the A/B Partners would bear 51%, and the Class C LP and Class D LP would bear the remaining 49% in the ratio of their respective GHMA Separate LP Pro Rata Shares; (ii) with respect to GHMA Opportunity Pursuit Costs incurred between September 15 through October 1, the A/B Partners would bear 55% and the Class D LP would bear 45%; and (iii) with respect to GHMA Opportunity Pursuit Costs incurred on or after October 2, the A/B Partners would bear 100%.

(b) Notwithstanding anything provided for herein to the contrary (but subject to Section 8.6(g)), if by the date that is ten (10) Business Days prior to the date on which the deposit for a GHMA Opportunity Contract or for a GHMA Opportunity-related financing commitment becomes

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nonrefundable (other than upon the counterparty’s default or the failure of a condition precedent) (i) neither the GHMA Participating LP(s) nor the GHMA Parkway Party have delivered a GHMA Stop Notice and (ii) the GHMA Participating LP(s) and GHMA Parkway Party have failed to agree upon the final terms and conditions of the GHMA JV or GHMA Opportunity Contract, then unless otherwise agreed by the parties, (A) the GHMA Participating LP(s) shall be deemed to have delivered GHMA Stop Notices as of such date (and the provisions of Section 8.7 shall apply) and (B) the GHMA Parkway Party may proceed with the closing of the GHMA Opportunity pursuant to the terms of this Agreement.

(c) PKY/GP shall deliver to each Partner who shall be responsible for any GHMA Opportunity Pursuit Costs a schedule (with invoices) setting forth (i) all GHMA Opportunity Pursuit Costs paid or incurred through the date of delivery of the applicable GHMA Parkway Stop Notice and/or the GHMA LP Stop Notice(s) and (ii) how much each Partner is required to pay in order to “true-up” the respective obligations of the Partners in regard to all applicable GHMA Opportunity Pursuit Costs.

(d) The applicable Partner(s) shall pay the applicable amount shown on such schedule as being owed by such by such Partner within ten (10) Business Days after receipt of such schedule, failing which the unpaid amount shall be deemed a Deficiency Loan from PKY/LP to the applicable Partner made as of the tenth (10^th) Business Day after delivery of such schedule (subject, however, to a recipient’s right to reasonably contest the same).

(e) Notwithstanding the foregoing, if there shall be a GHMA Opportunity Closing Failure and a GHMA Parkway Party (or its designee) shall otherwise close on the GHMA Opportunity within one hundred eighty (180) days after the date by which the closing on the GHMA Opportunity was anticipated to occur as set forth in the GHMA Opportunity 2^nd Notice, then PKY/GP shall reimburse any such GHMA Participating LP that is not in default of its obligations under this Article VIII (including Section 8.6(h)) with respect to such GHMA Opportunity and that made any payments in respect of any GHMA Opportunity Pursuit Costs, within ten (10) Business Days after the later to occur of (i) such closing or (ii) receipt of an invoice from a GHMA Participating LP for reimbursement of such GHMA Opportunity Pursuit Costs (failing which the unpaid amount shall be deemed a Deficiency Loan from such GHMA Participating LP to the PKY/LP made as of such later date).

(f) If a Partner (by virtue of its own acts or acts of such Partner’s Affiliate(s) for which such Partner is responsible under this Article VIII) is in breach of its obligations under this Article VIII, then other Partner(s) shall have the right to pursue all rights and remedies against such breaching Partner as may be available at law or in equity, provided that the Partner seeking such relief (i) is either PKY/GP or a GHMA Participating LP; (ii) is not otherwise in default of its obligations under this Article VIII (including Section 8.6(h)); and (iii) commences the Proceeding to enforce such rights within sixty (60) days after first obtaining actual knowledge of such breach.

(g) Notwithstanding the other provisions of this Article VIII, if a default by one or more of the Partners, the GHMA Parkway Party and/or the Affiliate(s) of the GHMA Participating LP(s) causes a GHMA Opportunity Closing Failure and a deposit under a loan commitment or GHMA Opportunity Contract is forfeited as a result of such GHMA Opportunity Closing Failure, then the

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defaulting party or parties shall bear sole responsibility for such forfeited deposit, and shall reimburse the non-defaulting party or parties, if any, for their share of the same. Any amounts required to be paid under this paragraph that remain unpaid after ten (10) Business Days shall be deemed a Deficiency Loan from the unpaid Partner that is (or is an Affiliate of) the applicable non-defaulting party to the Partner that is (or is an Affiliate of) the applicable defaulting party.

(h) Notwithstanding the other provisions of this Article VIII, if the GHMA Parkway Party and/or the Affiliate(s) of the GHMA Participating LP(s) shall fail to pay its/their respective GHMA Opportunity Pro Rata Share of GHMA Opportunity Pursuit Costs (including payment of any deposit under a loan commitment or GHMA Opportunity Contract) within ten (10) Business Days after receipt of an invoice from PKY/GP (or, if the GHMA Parkway Party is the defaulting party, from a GHMA Participating LP), then the Partner that failed (or whose Affiliate failed) to make such payment shall: (i) be deemed to be in default of its obligations under this Article VIII; (ii) forfeit all GHMA Opportunity Pursuit Costs paid for such GHMA Opportunity to date; and (iii) if the GHMA Opportunity fails to close, reimburse the other applicable Partners for 100% of the GHMA Opportunity Pursuit Costs paid by such other Partners (or its/their respective Affiliate(s)) within ten (10) Business Days after receipt of an invoice for such reimbursement (failing which the unpaid amount shall be deemed a Deficiency Loan from the other applicable Partners to such defaulting Partner made as of the date the non-defaulting Partner (or its Affiliate) made the applicable payment(s)).

(i) In the event of any breach of the provisions of Section 8.2(e) by an Unaffiliated LP or any Person for whom it is responsible under Section 8.2(e), the Company shall be entitled to exercise all remedies available to it at law or in equity (including seeking injunctive relief and consequential damages) and the provisions of Section 8.7 shall apply to such Unaffiliated LP.

8.7 Consequences of Delivery of GHMA LP No Go Response or a GHMA Stop Notice. If a GHMA Participating LP delivers a GHMA LP No Go Response or a GHMA Stop Notice after receiving a GHMA Opportunity 2^nd Notice, then with respect to the GHMA Opportunity covered by such GHMA Opportunity 2^nd Notice: (i) such former GHMA Participating LP shall have no right to participate with respect to the applicable GHMA Opportunity; (ii) PKY/GP shall have no further duty, liability, obligation or responsibility of any kind or nature whatsoever to such to such former GHMA Participating LP pursuant to this Article VIII in connection with the GHMA Opportunity or the underlying GHMA Opportunity Asset except as provided in Section 8.4; (iii) actions taken by any GHMA Parkway Party in connection with such GHMA Opportunity (and/or the underlying GHMA Opportunity Asset) shall, for purposes of such former GHMA Participating LP, be deemed to be an Other Affiliate Activity to which the provisions of Section 8.1 apply; and (iv) and such former GHMA Participating LP will not, except with respect to any GHMA Competing Affiliate acting in strict compliance with Section 8.2(d) above, pursue any direct or indirect investment (by way of equity and/or Debt) in the applicable GHMA Opportunity (and/or in the underlying GHMA Opportunity Asset) for a period of twelve (12) months after delivery of the GHMA Opportunity 1^st Notice.

8.8 Cost Sharing, Pursuit or Contribution Agreement. If PKY/GP and the GHMA Participating LP(s), in their discretion, execute a cost sharing, pursuit or contribution agreement in connection with a

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GHMA Opportunity (a “GHMA Opportunity Future Joint Pursuit Agreement”) and the terms of such GHMA Opportunity Future Joint Pursuit Agreement are inconsistent with or modify the terms of this Article VIII, the terms of the GHMA Opportunity Future Joint Pursuit Agreement shall supersede the terms of this Article VIII.

END OF ARTICLE VIII

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ARTICLE IX

ASSET SALE ROFO PROVISIONS

9.1 Asset Sale ROFO Notice.

(a) Except as provided for in this Article IX, the Company shall not implement a process and/or endeavor to sell (or actually sell) any of the Project Entities or Project Assets (other than immaterial transfers of personal property in the ordinary course of business to parties other than Affiliates of General Partner) other than pursuant to an Approved Major Decision.

(b) Notwithstanding the foregoing (but subject in all events to the provisions of Sections 9.1(c) and (d)), a Partner (the “ROFO Offeror”) shall have the right, at any time, to deliver an offer notice (a “ROFO Offer Notice”) to the other Partners (the “ROFO Offerees”) requiring that either (i) one (1) or both of the ROFO Offerees acquire the Partnership Interest of the ROFO Offeror pursuant to the terms of this Article IX or (ii) the Holdco Board of Directors and the Holdco Officers hire a nationally recognized third party broker to market all or substantially all of the Project Assets at a minimum all cash purchase price (the “Minimum Gross Sale Price”) and thereafter endeavor to sell all of the Project Assets for not less than ninety-six percent (96%) of the Minimum Gross Sale Price on an all cash basis (an “Asset Sale Process”).

(c) For all purposes under this Article IX, (i) the A/B Partners shall be deemed to be a single Partner as: (A) a ROFO Offeror; (B) a ROFO Offeree; (C) a ROFO Buyer; (D) a ROFO Seller; (E) a ROFO Defaulting Buyer; and (F) a ROFO Defaulting Seller and (ii) accordingly, there shall only be deemed to be three (3) Partners acting under this Article IX.

(d) Notwithstanding the other provisions of this Section 9.1: (i) no Partner may deliver a ROFO Offer Notice if a Partner has already delivered a ROFO Offer Notice under this Article IX or under Article XIV until the earliest to occur of (A) a ROFO Closing under this Article IX or under Article XIV, (B) the occurrence of a ROFO Seller Default or a ROFO Buyer Default, (C) a closing pursuant to the Asset Sale ROFO Provisions, (D) the termination of the Asset Sale Process or (E) a sale of the ROFO Offeror’s Partnership Interest to a Permitted Transferee pursuant to this Article IX or Article XIV; (ii) the Unaffiliated LPs may jointly deliver a ROFO Offer Notice (in which event they shall be deemed to be a single ROFO Seller for purposes of the Asset Sale ROFO Provisions); and (iii) neither the Class C LP nor the Class D LP may deliver a ROFO Offer Notice under this Article IX until the third (3^rd) anniversary of the Effective Date (except that if the Class C LP and the Class D LP jointly deliver a ROFO Offer Notice or if the Class C LP does not have the right to deliver a ROFO Offer Notice as provided in Section 2.10 then the foregoing lockout period shall not apply).

(e) If the Class A Partner is a ROFO Seller, then the Class A Partner shall Transfer its Holdco Series B Preferred Units to one of the ROFO Buyers or otherwise as the Class D LP may in its sole discretion direct.

9.2 Calculation of Net Equity Value and ROFO Sale Price. If an Unaffiliated LP delivers a ROFO Offer Notice, then the General Partner and the ROFO Unaffiliated LPs shall work diligently and

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cooperatively to cause the Company Accountants (or if the then current Company Accountants are unable or unwilling, another “Big Four” accounting firm) to prepare and deliver to the Partners, within fifteen (15) Business Days after delivery of the ROFO Offer Notice, at the Company’s cost and expense, a statement (the “NEV Statement”) setting forth: (i) a calculation of the net proceeds that would be received by the Partners if (A) the Project Assets were sold for an amount equal to ninety-eight percent (98%) of the Minimum Gross Sale Price; (B) such sale price were adjusted upward or downward in accordance with customary prorations of receivables, payables, assets and liabilities in connection with a sale of real property; (C) the remaining liabilities of the Project Entities to third parties were repaid (including Debt and Ordinary Course Debt, but excluding any prepayment penalties and/or defeasance costs that would be due and payable upon an early prepayment of any Debt); and (D) all available cash (including Lender reserves and the Estimated 6 Month Working Capital Amount) were distributed to the Partners (the “Net Equity Value”); (ii) the product of the Net Equity Value and the Percentage Interest of the ROFO Offeror as of the date of the ROFO Offer Notice (for the balance of this Article IX, the “ROFO Estimated Price”); and (iii) the work product supporting such calculations. Such determination of the Net Equity Value and the ROFO Estimated Price shall be final and binding on the Partners absent manifest error.

9.3 Asset Sale ROFO Response.

(a) Each ROFO Offeree shall, within sixty (60) days after delivery of the NEV Statement (the “ROFO Response Period”), deliver a notice to the ROFO Offeror and the other Partners stating that the ROFO Offeree has elected to either (i) not be a ROFO Buyer in response to the ROFO Offer Notice (a “ROFO No Buy Response”) or (ii) be a ROFO Buyer in response to the ROFO Offer Notice (a “ROFO Buy Response”).

(b) If a ROFO Offeree fails to deliver a ROFO Buy Response within the ROFO Response Period, then such ROFO Offeree shall be deemed to have delivered a ROFO No Buy Response.

(c) If a ROFO Offeree delivers a ROFO Buy Response and the other ROFO Offeree delivers a ROFO No Buy Response, then the first ROFO Offeree shall be afforded an additional three (3) Business Days to rescind its ROFO Buy Response without penalty and deliver a ROFO No Buy Response.

9.4 ROFO Buyer Pro Rata Share.

(a) The delivery by a ROFO Offeree of a ROFO Buy Response (except as provided in Section 9.3(c)) shall be a binding agreement between the ROFO Offeror (as the “ROFO Seller”) to sell the ROFO Seller’s Partnership Interest to the ROFO Buyer(s) and such ROFO Offeree (as the “ROFO Buyer”) to buy the ROFO Seller’s Partnership Interest as provided for in Sections 9.4 through 9.15 and Section 9.17 (a “ROFO Contract”).

(b) If one (1) ROFO Offeree delivers a ROFO Buy Response and the other ROFO Offeree delivers (or is deemed to deliver) a ROFO No Buy Response, then except as provided in Section 9.3(c), (i) the ROFO Offeree that delivered the ROFO Buy Response will be deemed to be the ROFO Buyer with a ROFO Buyer Pro Rata Share of 100% and (ii) the other ROFO Offeree shall not be a ROFO Buyer.

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(c) If both ROFO Offerees deliver a ROFO Buy Response, then each ROFO Offeree will be deemed to be a ROFO Buyer with its respective ROFO Buyer Pro Rata Share.

(d) If both (or the only) ROFO Offeree(s) deliver (or are deemed to deliver) a ROFO No Buy Response, then the provisions of Section 9.16 shall apply.

9.5 Asset Sale ROFO Escrow.

(a) As promptly as practicable, and in any event within ten (10) Business Days after the expiration of the ROFO Response Period, the General Partner shall:

(i) Deliver a notice to the Partners (a “ROFO Escrow Notice”) setting forth: (A) which ROFO Offeree(s) delivered a ROFO Buy Response; (B) the ROFO Buyer Pro Rata Share of each ROFO Buyer; (C) a counterpart of the form ROFO Escrow Agreement with the applicable names, dates, amounts and other information filled out that has been executed by the ROFO Escrow Agent; and (D) wire transfer instructions for a segregated escrow account maintained by the ROFO Escrow Agent into which each ROFO Buyer shall fund its ROFO Buyer Pro Rata Share of the ROFO Deposit; and

(ii) Direct the ROFO Escrow Agent to set up such segregated escrow account.

(b) Upon receipt of the ROFO Deposit (or any portion thereof), the ROFO Escrow Agent shall hold same in such segregated escrow account with any interest earned thereon to be allocated and paid to the Partner(s) entitled to receive the ROFO Deposit and only disburse such proceeds (i) pursuant to those provisions in this Article IX and the ROFO Escrow Agreement where ROFO Escrow Agent is expressly authorized and directed to disburse the ROFO Deposit (or portion thereof) without further notice to or from or act on the part of any Person or (ii) upon the first to occur of: (A) receipt of written direction from both the ROFO Seller and the ROFO Buyer(s) who funded the ROFO Deposit; (B) a final and non-appealable order of a court of competent jurisdiction; or (C) an interpleader Proceeding brought in a court of competent jurisdiction.

9.6 Asset Sale ROFO Deposit.

(a) Within three (3) Business Days after delivery of the ROFO Escrow Notice, a ROFO Buyer shall (i) execute and deliver a counterpart of the ROFO Escrow Agreement and (ii) wire transfer into the escrow account an amount equal to the product of (A) five (5%) percent of the ROFO Estimated Price (the “ROFO Deposit”) and (B) such ROFO Buyer’s ROFO Buyer Pro Rata Share of the ROFO Deposit (the “ROFO Pro Rata Deposit Amount”).

(b) Within five (5) Business Days after delivery of the ROFO Escrow Notice, the ROFO Escrow Agent shall deliver a notice to the Partners (the “ROFO 2^nd Escrow Notice”) setting forth (i) if there is only one (1) ROFO Buyer, whether the ROFO Buyer funded the ROFO Deposit and (ii) if there are two (2) ROFO Buyers, whether each ROFO Buyer funded its ROFO Pro Rata Deposit Amount.

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(c) If either (i) there was only one (1) ROFO Buyer and such ROFO Buyer failed to execute the ROFO Escrow Agreement and fund the ROFO Deposit or (ii) there were two (2) ROFO Buyers and each failed to execute the ROFO Escrow Agreement and fund its ROFO Pro Rata Deposit Amount, then: (A) such ROFO Buyer(s) shall be deemed to be a ROFO Defaulting Buyer; (B) the ROFO Contract shall be deemed terminated; (C) the ROFO Pro Rata Deposit Amount of such ROFO Buyer(s) shall be deemed to be a Deficiency Loan from the ROFO Seller to such ROFO Defaulting Buyer(s) made as of the last Business Day after the expiration of the ROFO Response Period (or if the provisions of Section 9.3(c) apply, three (3) Business Days after the expiration of the ROFO Response Period); and (D) the provisions of Section 9.14 and the provisions of Section 9.16 shall apply.

(d) If there were two (2) ROFO Buyers, one (1) ROFO Buyer failed to execute the ROFO Escrow Agreement and fund its ROFO Pro Rata Deposit Amount and the other ROFO Buyer executed the ROFO Escrow Agreement and funded its ROFO Pro Rata Deposit Amount, then the funding ROFO Buyer shall have three (3) Business Days after receipt of the ROFO 2^nd Escrow Notice either (i) to fund the ROFO Pro Rata Deposit Amount of the ROFO Defaulting Buyer or (ii) to rescind its ROFO Buy Response without penalty and deliver a ROFO No Buy Response.

(i) If the funding ROFO Buyer funds the ROFO Pro Rata Deposit Amount of the ROFO Defaulting Buyer within such three (3) Business Days, then: (A) such funding ROFO Buyer shall thereafter be the sole ROFO Buyer with a ROFO Buyer Pro Rata Share equal to 100%; and (B) the provisions of clauses (b) and (c) of Section 9.14 shall apply to the ROFO Defaulting Buyer.

(ii) If the funding ROFO Buyer rescinds its ROFO Buy Response and delivers a ROFO No Buy Response within such three (3) Business Days, then (A) the ROFO Escrow Agent shall (and is hereby expressly authorized and directed to) refund the ROFO Pro Rata Deposit Amount to the funding ROFO Buyer, (B) the provisions of clauses (b) and (c) of Section 9.14 shall apply to the ROFO Defaulting Buyer, and (C) the provisions of Section 9.16 shall apply.

9.7 Asset Sale ROFO Closing Date. The closing of the sale of the Partnership Interest of the ROFO Seller (the “ROFO Closing”) shall be the first Business Day after the date that is ninety (90) days after the end of the ROFO Response Period or such other date as may be agreed to by the ROFO Seller and the ROFO Buyer(s) (the “ROFO Closing Date”).

9.8 ROFO Pre-Closing Obligations.

(a) Not less than fifteen (15) Business Days prior to the ROFO Closing Date (i) ROFO Seller will deliver to the ROFO Escrow Agent and ROFO Buyer(s) the form of ROFO Assignment(s) and (ii) the ROFO Buyer(s) will deliver to the ROFO Escrow Agent the name and address of the ROFO Assignee(s) for its ROFO Buyer Pro Rata Share of the Partnership Interest of the ROFO Seller.

(b) If the ROFO Seller or any Partner Related Party of the ROFO Seller is a party to any Partner Debt Guaranty, then not less than two (2) Business Days prior to the ROFO Closing Date, the ROFO Buyer(s) will (i) deliver to the ROFO Escrow Agent (as applicable) fully executed counterparts of the ROFO Loan Guaranty Release(s) or ROFO Loan Guaranty Indemnity and (ii) deliver copies of same to the ROFO Seller.

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(c) Not less than two (2) Business Days prior to the ROFO Closing Date, (i) the ROFO Seller will deliver a notice to ROFO Buyer(s) and the ROFO Escrow Agent with wire transfer instructions for the payment of the ROFO Final Price; (ii) the ROFO Seller and the ROFO Buyer(s) will deliver executed counterparts of the ROFO Assignment(s) to the ROFO Escrow Agent; and (iii) the ROFO Seller and the ROFO Buyer(s) will (A) agree on the applicable ROFO Other Closing Documents and (B) deliver executed counterparts of same to the ROFO Escrow Agent.

(d) The Partners shall use their good faith efforts to obtain any required consents to the ROFO Closing from Lenders to the Project Entities or from other third parties (and if General Partner is the ROFO Seller, the ROFO Buyer(s) shall be entitled to communicate directly with such Lenders or third parties in an effort to obtain such consents, and General Partner shall provide such information and take all other such actions as may be reasonably requested by the ROFO Buyer(s) to facilitate the receipt of such consents). In connection with the foregoing, each ROFO Buyer must offer any such Lender a reasonably creditworthy replacement guarantor to provide replacements for such ROFO Buyer’s ROFO Buyer Pro Rata Share of liabilities under any Partner Debt Guaranty with respect to liabilities first accruing from and after the ROFO Closing. If a required Lender consent cannot be obtained despite the Partners’ compliance with the foregoing covenants, then (i) General Partner shall cause the applicable Debt of the Project Entities to be prepaid or defeased upon the ROFO Closing and (ii) the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities shall not be required. The receipt of all required consents to the ROFO Closing from Lenders to the Project Entities or from other third parties and/or the prepayment or defeasance of any applicable Debt of the Project Entities shall be a condition precedent to the ROFO Closing.

(e) If the Class C LP is a ROFO Buyer hereunder, the Class C LP shall be entitled to identify one or more designees (which may be Affiliates of the Class C LP or third parties) that comply with the Transfer Restrictions to take title to all or any part of the ROFO Seller’s Partnership Interest. The ROFO Seller and the other Partners shall cooperate in all necessary respects with such designation.

(f) If the Class D LP is a ROFO Buyer hereunder, the Class D LP shall be entitled to identify one or more designees (which may be Affiliates of the Class D LP or third parties) that comply with the Transfer Restrictions to take title to all or any part of the ROFO Seller’s Partnership Interest. The ROFO Seller and the other Partners shall cooperate in all necessary respects with such designation.

9.9 Possible Adjustments to the ROFO Estimated Price.

(a) Not less than three (3) Business Days prior to the ROFO Closing Date, the General Partner shall deliver an adjustment statement (the “ROFO Adjustment Statement”) to the Partners and the ROFO Escrow Agent setting forth the following: (i) the final price to be paid to the ROFO Seller (the “ROFO Final Price”); (ii) the amount by which the ROFO Final Price exceeds the ROFO Deposit (the “ROFO Closing Amount Due”); and (iii) the ROFO Buyer Pro Rata Share of the ROFO Closing Amount Due owed by a ROFO Buyer.

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(b) The ROFO Adjustment Statement will make the following adjustments (the “ROFO Adjustments”):

(i) Subtract the amount of any Distributions actually (or deemed) paid to the ROFO Seller between the date of delivery of the ROFO Offer Notice and the scheduled ROFO Closing Date from the ROFO Estimated Price (and therefore from the ROFO Closing Amount Due and the ROFO Final Price).

(ii) Add the amount of any Additional Capital Contributions actually (or deemed) paid by ROFO Seller (other than, if the A/B Partners are the ROFO Seller, any Additional Capital Contribution to the extent required to pay or satisfy any A/B Retained Liability) between the date of delivery of the ROFO Offer Notice and the ROFO Closing Date to the ROFO Estimated Price (and therefore to the ROFO Closing Amount Due and the ROFO Final Price).

(iii) If there is a Deficiency Loan Outstanding Amount owed by the ROFO Seller to a ROFO Buyer, then subtract such amount (calculated with interest accruing at the Deficiency Loan Rate through the then scheduled ROFO Closing Date) from (A) the ROFO Estimated Price (and therefore from the ROFO Final Price and the ROFO Closing Amount Due) and (B) what would otherwise be such ROFO Buyer’s ROFO Pro Rata Share of the ROFO Final Price and the ROFO Closing Amount Due.

(iv) If there is a Deficiency Loan Outstanding Amount owed by a ROFO Buyer to the ROFO Seller, then add such amount (calculated with interest accruing at the Deficiency Loan Rate through the then scheduled ROFO Closing Date) to (A) the ROFO Estimated Price (and therefore to the ROFO Final Price and the ROFO Closing Amount Due) and (B) what would otherwise be such ROFO Buyer’s ROFO Pro Rata Share of the ROFO Final Price and the ROFO Closing Amount Due.

(c) If applicable, the General Partner will deliver to the Partners an update to the ROFO Adjustments prior to the ROFO Closing Date to reflect applicable changes in the calculations.

9.10 Challenges to the ROFO Adjustment Statement.

(a) Any Unaffiliated LP that is a ROFO Seller or ROFO Buyer shall have the right to challenge the ROFO Adjustment Statement by delivery of a notice to General Partner, the Company Accountants and the other Partners within ten (10) Business Days after the ROFO Closing (i) setting forth, in reasonable detail, the reasons for such challenge and (ii) including an engagement agreement with the Company Accountants (at the cost and expense of the Partner(s) challenging the ROFO Adjustment Statement) for the Company Accountants to complete a ROFO Adjustment within thirty (30) days after delivery of the challenge notice (a “ROFO Adjustment Challenge Notice”). If the then current Company Accountants are unable or unwilling to prepare and deliver the ROFO Adjustments within such

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time, then such Unaffiliated LP(s) shall have the right to retain (at the Company’s cost and expense) an alternative Company Accountant to prepare and deliver a calculation of the ROFO Adjustment within such time.

(b) If no Unaffiliated LP delivers a ROFO Adjustment Challenge Notice within such time, then ROFO Adjustment Statement (as same may be updated) shall be deemed final and binding upon the ROFO Seller and the ROFO Buyer(s).

(c) If an Unaffiliated LP delivers a ROFO Adjustment Challenge Notice within such time, then (i) General Partner and the Unaffiliated LP that delivered the ROFO Adjustment Challenge Notice shall work diligently and cooperatively to cause the applicable Company Accountants to complete their calculation of the ROFO Adjustments within thirty (30) days after delivery of the ROFO Adjustment Challenge Notice and (ii) the Company Accountants’ calculation of the ROFO Adjustments (as same may be updated) shall be deemed final and binding upon the ROFO Seller and the ROFO Buyer(s). Notwithstanding the forgoing, (A) the ROFO Seller and the ROFO Buyer(s) shall close under the ROFO Contract on the ROFO Closing Date based upon the calculation of the ROFO Final Price and the ROFO Closing Amount Due from the ROFO Buyer(s) in the ROFO Adjustment Statement (as same may be updated) and (B) if the Company Accountants’ calculation of the ROFO Final Price and the ROFO Closing Amount Due from the ROFO Buyer(s) delivered after the ROFO Closing are different than the General Partner’s calculation, then the Company Accountants’ calculation of the ROFO Final Price shall be deemed final and binding upon the ROFO Seller and the ROFO Buyer(s) absent manifest error, and the ROFO Seller and the ROFO Buyer(s) shall adjust with each other accordingly within five (5) Business Days after receipt of the Company Accountants’ calculation.

9.11 ROFO Closing. On the ROFO Closing Date:

(a) (i) (A) If there is one (1) ROFO Buyer, such ROFO Buyer will fund the ROFO Closing Amount Due to the ROFO Escrow Agent, and (B) if there are two (2) ROFO Buyers, each ROFO Buyer shall fund its respective portion of the ROFO Closing Amount Due to the ROFO Escrow Agent, and (ii) the ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to pay the ROFO Seller the ROFO Final Price by wire transfer of immediately available funds as designated in the notice from ROFO Seller referred in Section 9.8(c).

(b) ROFO Seller and ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of the ROFO Assignment(s) to ROFO Seller and ROFO Buyer(s).

(c) ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities to the ROFO Seller.

(d) ROFO Seller and ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of all applicable ROFO Other Closing Documents to ROFO Seller and ROFO Buyer(s).

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(e) ROFO Seller and ROFO Buyer(s) will each pay its own costs and expenses in connection with the transactions contemplated by this Article IX.

(f) Upon an early prepayment of any Debt of any Project Entity in accordance with Section 9.8(d), (i) the outstanding principal balance and accrued interest of such Debt shall be funded either by (A) replacement Debt Approved by the Partners (other than the ROFO Seller) as a Major Decision or (B) Additional Capital Contributions of the Partners (other than the ROFO Seller), pro rata based on the Partners’ Percentage Interests in the Company upon the consummation of the ROFO Closing, which Additional Capital Contributions must be Approved by the Partners (other than the ROFO Seller) as a Major Decision, (ii) without duplication of amounts described in the foregoing clause (i), any prepayment penalties or other costs or expenses of any prepayment or defeasance of the existing Debt shall be borne by the ROFO Seller and the ROFO Buyer(s), in each case pro rata based on such ROFO Seller’s or ROFO Buyer’s Percentage Interest relative to the aggregate Percentage Interests of all ROFO Sellers and ROFO Buyers, and (iii) without duplication of amounts described in the foregoing clause (i), the costs and expenses of incurring any replacement Debt (such as commitment fees, brokerage commissions, title costs and legal fees) shall be borne by an Additional Capital Contribution of the Partners (other than the ROFO Seller), pro rata based on the Partners’ Percentage Interests in the Company upon the consummation of the ROFO Closing, which Additional Capital Contributions must be Approved by the Partners (other than the ROFO Seller) as a Major Decision. At the parties’ election, the ROFO Buyer(s) may pay one hundred percent (100%) of the amounts described in the foregoing clause (ii) and receive a credit against the ROFO Closing Amount Due for the ROFO Seller’s share thereof.

9.12 ROFO Seller Default. A ROFO Seller shall be deemed to be a “ROFO Defaulting Seller” if the ROFO Seller shall fail to: (a) deliver the form ROFO Assignment(s) as provided for in Section 9.8(a); (b) deliver the wire transfer instructions as provided for in Section 9.8(c); (c) deliver the executed counterparts of the ROFO Other Closing Documents and closing instructions as provided for in Section 9.8(c); (d) authorize and direct the ROFO Escrow Agent to make the other deliveries after the ROFO Buyer(s) have funded the ROFO Closing Amount Due as provided for in Section 9.11 upon the ROFO Seller’s compliance with its obligations pursuant to this Article IX in all material respects; or (e) timely perform any other covenant of the ROFO Seller pursuant to this Article IX in all material respects.

9.13 ROFO Buyer Default.

(a) A ROFO Buyer shall be deemed to be a “ROFO Defaulting Buyer” if the ROFO Buyer shall fail to: (i) deliver the name and address of the ROFO Assignee as provided for in Section 9.8(a); (ii) deliver the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities as provided for in Section 9.8(b); (iii) deliver the executed counterparts of the ROFO Other Closing Documents and closing instructions as provided for in Section 9.8(c); (iv) fund its portion of the ROFO Closing Amount Due as provided for in Section 9.11(a); (v) authorize and direct the ROFO Escrow Agent to pay the ROFO Final Price and make the other deliveries to the ROFO Seller as provided for in Section 9.11 upon the ROFO Buyer(s)’ compliance with its or their obligations pursuant to this Article IX in all material respects; or (vi) timely perform any other covenant of such ROFO Buyer pursuant to this Article IX in all material respects.

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(b) If a ROFO Buyer is deemed to be in default under Section 9.13(a) (a “ROFO Buyer Default”) then the ROFO Seller shall, within five (5) Business Days after the scheduled ROFO Closing Date, deliver a notice to the ROFO Buyer(s) and the ROFO Escrow Agent (a “ROFO Buyer Default Notice”) providing the name(s) of the ROFO Buyer(s) deemed to be in default and specifying the default(s).

(c) If there is only one (1) ROFO Buyer at the time of the delivery of a ROFO Buyer Default Notice, then such ROFO Buyer shall have the right, for five (5) Business Days after receipt of a ROFO Buyer Default Notice, to cure all defaults (including to fund the entire ROFO Closing Amount Due (with any applicable additional ROFO Adjustments) and authorize and direct the ROFO Escrow Agent to pay the entire ROFO Final Price (with any applicable additional ROFO Adjustments) and make the other deliveries as provided for in Section 9.11).

(i) If such ROFO Buyer takes such curative actions, then the ROFO Closing will proceed by such fifth (5^th) Business Day after receipt of such ROFO Buyer Default Notice.

(ii) If such ROFO Buyer fails to take such curative actions within such five (5) Business Days, then: (A) such ROFO Buyer shall be deemed to be a ROFO Defaulting Buyer; (B) the provisions of Sections 9.14 and 9.16 shall apply; and (C) the ROFO Escrow Agent shall so notify all of the Partners.

(d) If there were two (2) ROFO Buyers at the time of the delivery of a ROFO Buyer Default Notice and both were noted as being in default, then such ROFO Buyers (acting alone or together) shall have the right, for five (5) Business Days after receipt of such ROFO Buyer Default Notice, to cure all defaults (including to fund its ROFO Buyer Pro Rata Share of the entire ROFO Closing Amount Due, with any applicable additional ROFO Adjustments) and authorize and direct the ROFO Escrow Agent to pay the entire ROFO Final Price (with any applicable additional ROFO Adjustments) and make the other deliveries as provided for in Section 9.11).

(i) If both of the ROFO Buyers take such curative actions, then the ROFO Closing will proceed by such fifth (5^th) Business Day after receipt of such ROFO Buyer Default Notice.

(ii) If one of the ROFO Buyers takes such curative actions as to its own default alone, then: (A) the ROFO Buyer that did not take the curative action shall be deemed to be a ROFO Defaulting Buyer and (B) the ROFO Buyer that took the curative action shall have a further ten (10) Business Days to elect either:

(A) To be the sole ROFO Buyer, fund the balance of the ROFO Closing Amount Due and make any other appropriate deliveries as provided for in Section 9.11, in which case (A) the ROFO Seller shall consummate the ROFO Closing with such curing ROFO Buyer (and the ROFO Seller, the curing ROFO Buyer and the ROFO Escrow Agent shall amend any of the statements, documents, instruments and agreements that need to be modified to accommodate such restructured ROFO Closing); and (B) upon such

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ROFO Closing, that portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer shall be deemed liquidated damages paid by the ROFO Defaulting Buyer to the curing ROFO Buyer (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine); or

(B) To elect not to be a ROFO Buyer, in which case (A) the ROFO Escrow Agent shall release the portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer to the ROFO Seller (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine); (B) the ROFO Escrow Agent shall refund to the ROFO Buyer that took the curative action the portion of the ROFO Deposit that it funded; (C) the provisions of Sections 9.14 and 9.16 shall apply; and (D) the ROFO Escrow Agent shall so notify all of the Partners.

(e) If: (i) there were two (2) ROFO Buyers at the time of the delivery of a ROFO Buyer Default Notice; (ii) only one (1) was noted as being in default in the ROFO Buyer Default Notice; and (iii) the ROFO Buyer that was noted as being in default failed to take the curative action as provided for in Section 9.13(c), then (A) the ROFO Seller shall notify such non-defaulting ROFO Buyer that the ROFO Defaulting Buyer failed to take the curative action and (B) the non-defaulting ROFO Buyer shall have the right, for ten (10) Business Days after receipt of such notice, to fund the ROFO Defaulting Buyer’s portion of the ROFO Closing Amount Due (with any applicable additional ROFO Adjustments) and cause the ROFO Escrow Agent to pay the ROFO Final Price (with any applicable additional ROFO Adjustments) and make the other deliveries as provided for in Section 9.11.

(i) If such non-defaulting ROFO Buyer takes such curative actions within such ten (10) Business Days, then (A) the ROFO Seller shall consummate the ROFO Closing with such ROFO Buyer (and the ROFO Seller, the curing ROFO Buyer and the ROFO Escrow Agent shall amend any of the statements, documents, instruments and agreements that need to be modified to accommodate such restructured ROFO Closing) and (B) upon such ROFO Closing, that portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer shall be deemed liquidated damages paid by the ROFO Defaulting Buyer to the curing ROFO Buyer that closed under the ROFO Contract (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine).

(ii) If such non-defaulting ROFO Buyer does not take such curative actions within such ten (10) Business Days, then (A) the ROFO Escrow Agent shall release the portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer to the ROFO Seller (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine); (B) the ROFO Escrow Agent shall refund to the non-defaulting ROFO Buyer the portion of the ROFO Deposit that it funded; (C) the provisions of Sections 9.14 and 9.16 shall apply; and (D) the ROFO Escrow Agent shall so notify all of the Partners.

(f) Whenever in this Section 9.13 it is provided that all or any portion of the ROFO Deposit is to be funded to a Partner as liquidated damages, then in the event the recipient of such portion of the ROFO Deposit is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Buyer is the lender, such portion of the ROFO Deposit shall first be applied to repayment of the applicable Deficiency Loan Outstanding Amount.

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9.14 Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing. If there is a ROFO Defaulting Buyer and no ROFO Closing, then: (a) intentionally omitted; (b) the ROFO Defaulting Buyer(s) shall reimburse the ROFO Seller for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Seller in connection with the exercise of the rights of the ROFO Seller under these Asset Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Buyer(s) of an invoice for same, the ROFO Defaulting Buyer(s) being responsible for its/their ROFO Buyer Pro Rata Share of such expenses (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Seller to the ROFO Defaulting Buyer(s) made as of the tenth (10^th) Business Day after receipt of such invoice); (c) if the ROFO Buyer(s) is/are an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6; (d) the provisions of Section 9.16 shall apply; and (e) if there are two (2) ROFO Defaulting Buyers, then the ROFO Seller, acting alone, shall have the right to make the Major Decisions provided for in Section 9.16). The remedies expressly set forth in this Section 9.14 and elsewhere in this Article IX are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.

9.15 Remedies For a ROFO Seller Default.

(a) If the ROFO Seller is deemed to be in default under Section 9.12 (a “ROFO Seller Default”), then: (i) the ROFO Buyer(s) shall have the right to receive a return of its/their ROFO Pro Rata Deposit Amount (plus interest) from the ROFO Escrow Agent; (ii) the ROFO Defaulting Seller shall reimburse the ROFO Buyer(s) for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Buyer(s) in connection with the exercise of the rights of the ROFO Buyer(s) under the Asset Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Seller of an invoice for same (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Buyer(s) Seller to the ROFO Defaulting Seller made as of the tenth (10^th) Business Day after receipt of such invoice(s)); and (iii) if the ROFO Seller is an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6.

(b) In addition to and not in limitation of the foregoing, if (i) a ROFO Buyer (or the ROFO Buyers, acting jointly) deliver a notice to the ROFO Defaulting Seller within thirty (30) days after the scheduled ROFO Closing Date advising the ROFO Defaulting Seller that the ROFO Buyer(s) is/are ready, willing and able to close and (ii) the ROFO Defaulting Seller shall nevertheless fail to perform its obligations to consummate the ROFO Closing within such thirty (30) days, then: (A) such ROFO Buyer(s) shall have the right to commence a Proceeding against ROFO Seller to specifically enforce the obligations of ROFO Seller to close under the ROFO Contract and (B) the ROFO Final Price will be ninety-five percent (95%) of what the defaulting ROFO Defaulting Seller’s ROFO Final Price would have been had the ROFO Closing taken place on the ROFO Closing Date. If specific performance of the obligations

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of ROFO Seller is not available, then the ROFO Seller shall owe to each ROFO Buyer, as a Deficiency Loan, an amount equal to the product of (x) such ROFO Buyer’s ROFO Buyer Pro Rata Share and (y) five percent (5%) of the ROFO Final Price (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine).

(c) If a ROFO Buyer is entitled to acquire all or a portion of the ROFO Defaulting Seller’s Partnership Interest at a discounted price as provided in clause (B) of Section 9.15(b), then in the event such ROFO Buyer is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Seller is the lender, such discounted price shall not be available (and the ROFO Final Price payable by such ROFO Buyer shall be one hundred percent (100%) of such ROFO Buyer’s ROFO Buyer Pro Rata Share of what the defaulting ROFO Defaulting Seller’s ROFO Final Price would have been had the ROFO Closing taken place on the ROFO Closing Date) unless an equal amount of the applicable Deficiency Loan Outstanding Amount is repaid simultaneously with the ROFO Closing. If a ROFO Buyer is entitled to liquidated damages from a ROFO Defaulting Seller pursuant to the last sentence of Section 9.15(b), then in the event such ROFO Buyer is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Seller is the lender, such liquidated damages shall first be applied to repayment of the applicable Deficiency Loan Outstanding Amount.

(d) The remedies expressly set forth in this Section 9.15 and elsewhere in this Article IX are intended to be the Partners’ sole and exclusive remedies for a ROFO Seller Default.

9.16 Asset Sale Process.

(a) If: (i) no ROFO Offeree delivers a ROFO Buy Response Notice; (ii) the full ROFO Deposit is not delivered as provided for in Section 9.6; or (iii) the provisions of this Section 9.16 otherwise apply by the terms of this Article IX, then (A) the ROFO Offerees shall be deemed to have waived their right to consummate the ROFO Closing and (B) the General Partner shall (and is hereby authorized and directed to), and shall (and is hereby authorized and directed to) cause the Company to, in General Partner’s and the Company’s capacities as holders of Holdco Series B Preferred Units, direct the Holdco Directors to promptly commence and thereafter diligently pursue the Asset Sale Process, in accordance with the terms of Article V of the Holdco LLC Agreement.

(b) Upon any termination of an Asset Sale Process in accordance with the terms of Section 5.1(e) of the Holdco LLC Agreement, (i) the parties shall have no further rights or obligations with respect to each other with respect to the applicable ROFO Offer Notice and (ii) the Partner that delivered the applicable ROFO Offer Notice shall not be entitled to deliver another ROFO Offer Notice until the first (1^st) anniversary of such termination of the Asset Sale Process.

9.17 Tax Cooperation. With respect to a disposition of CPP/LP’s Partnership Interest under this Article IX, such disposition shall be subject to the cooperation provisions of Section 6.20 subject to the limitations and conditions set forth therein.

END OF ARTICLE IX

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ARTICLE X

PARTITION

10.1 Waiver of Partition. Each of the Partners irrevocably waives, during the term of the Company and during any period of its liquidation following any dissolution, any right that it may have to maintain any action for partition in kind with respect to any of the Project Assets.

END OF ARTICLE X

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ARTICLE XI

COVENANTS, WARRANTIES AND REPRESENTATIONS OF PARTNERS

11.1 Mutual Representations, Warranties and Covenants of the Partners. Each Partner represents and warrants to the best of its knowledge (and covenants and agrees with) the other Partners, as to itself only, that:

(a) It is a limited liability company or limited partnership, as applicable, duly formed, validly existing and in good standing under the Laws of the state of its formation. It has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby.

(b) All acts and other proceedings required to be taken by it to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and properly taken.

(c) This Agreement has been duly executed and delivered by its and constitutes its valid and binding obligation, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency and other similar laws and general legal and equitable principles.

(d) It has obtained all approvals and consents required to be obtained by it in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby from all Governmental Authorities having any approval rights with respect thereto, and all Persons having consent rights, such that the failure to consent would have a material adverse effect on the Company or its assets.

(e) Each of PKY/GP and PKY/LP represents and warrants that, as of the Effective Date, to their knowledge, they are not aware that PKY REIT does not qualify as a domestically controlled qualified investment entity within the meaning of Section 897(h)(4)(B); provided, however, that no representation or warranty of any kind or nature whatsoever (express or implied) is made with respect to any shareholder of shares of PKY REIT or any diligence or inquiry with respect thereto.

(f) As of the Effective Date, (i) it is not an “employee benefit plan”, as defined in Section 3(3) of the ERISA, or a “plan”, as defined in Section 4975(e) of the IRS Code and its assets have not been deemed “plan assets” of one or more such plans for purposes of Title I of ERISA or Section 4975 of the IRS Code, or for the purposes of any state statutes applicable to the regulation of investments of and fiduciary obligations with respect to “governmental plans” within the meaning of Section 3(32) of ERISA and (ii) the acquisition and continued ownership of the applicable Partnership Interest by such party: (A) is not a non-exempt “prohibited transaction” under ERISA; (B) is not subject to or in violation of any state statutes applicable to regulation of investments of and fiduciary obligations with respect to “employee benefit plans”, as defined in Section 3(3) of ERISA, “plans”, as defined in Section 4975(e) of the IRS Code, or “governmental plans” within the meaning of Section 3(32) of ERISA; (C) will not cause the Company’s assets to become “plan assets” subject to ERISA or any similar state Law; (D) will not cause Holdco to qualify as a “pension” held REIT within the meaning of

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Section 856(h) of the IRS Code; (E) will not create a potential REIT qualification problem as a result of the related party rent rule of Section 856(d)(2)(B) of the IRS Code; and (F) will not result in a requirement to register the Company under the Securities Exchange Act or to register as an investment company under the Investment Company Act of 1940, as amended. The provisions of this Section 11.1(f) shall be a continuous covenant of each Partner for so long as it shall continue to be a Partner.

(g) TIAA/LP represents and warrants that, as of the Effective Date, the sole owners of the direct equity in TIAA/LP are the Persons listed on Schedule C.

(h) CPP/LP represents and warrants that, as of the Effective Date, the sole owner of the direct equity in CPP/LP is CPPIB REH.

(i) PKY/GP and PKY/LP represent and warrant that, as of the Effective Date, the sole owner of the direct equity in PKY/GP and PKY/LP is POPLP.

(j) (i) Its Partnership Interest has not been registered under the Securities Act of 1933, as amended, or any state securities laws; (ii) there is no market for the Partnership Interest; (iii) the Partnership Interest may not be Transferred by any Partner except as expressly provided for herein; (iv) it is an informed and sophisticated investor in securities and has sufficient knowledge and experience in financial and business matters to be able to evaluate the merits and risks of its investment in the Partnership Interest and to bear the economic risks of such investment; (v) it has been afforded the opportunity to ask questions and conduct its own diligence and understands that its investment in the Partnership Interest involves a significant degree of risk and it has adequate means of providing for its current needs, is able to bear the economic risks of investment for an indefinite period of time and can afford a complete loss of this investment; (vi) it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended; (vii) it is acquiring its Partnership Interest for its own account for investment purposes and (except as expressly provided for herein) not with a view to the distribution thereof; (viii) it is not acquiring its Partnership Interest as a result of any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or radio or television broadcast; and (ix) it has been afforded the opportunity to seek and rely upon the advice of its own attorney, accountant or other professional advisor in connection with an investment in the Company (including its Partnership Interest) and the execution of this Agreement.

(k) Each of TIAA/LP and CPP/LP represents and warrants and acknowledges and agrees (each for itself only) that it has not incurred any obligation to a broker or finder for payment of any commission or fee in connection with the formation of the Company, except that it has dealt with HFF, which shall be paid by the Company as an Approved Major Decision.

(l) Each of PKY/GP and PKY/LP represents and warrants and acknowledges and agrees that the only obligation they (or any of their Affiliates) have to a broker or finder for payment of any commission or fee in connection with the formation of the Company is the obligation of PKY REIT to HFF and they will jointly and severally indemnify, defend and hold the Company harmless from and

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against any claims by HFF (or any third party) claiming that PKY/GP and/or PKY/LP is obligated to pay such other Person a commission in connection with the formation of the Company. Notwithstanding the foregoing, the Company has assumed, is responsible for and will pay the brokerage commission that will be due to HFF upon the closing of the GS Loan pursuant to an agreement signed between Parkway Properties LP and HFF (and payment of such brokerage commission has been Approved as a Major Decision).

(m) As of the Effective Date, it is not an “investment company” (as such term is defined in the Investment Company Act of 1940 (as amended, the “1940 Act”)), and is excluded from the definition of “investment company” under the 1940 Act based on the exceptions set forth in subparagraph 3(c)(1) or 3(c)(7) of the 1940 Act.

(n) As of the Effective Date, it is not a Prohibited Person (provided that PKY/GP and PKY/LP have not (and will not) make any representation, warranty, covenant or agreement regarding any stockholder of any of the shares of PKY REIT).

(o) If acknowledges that if it were to become a Prohibited Person after entering into this Agreement, the Company will be required, under applicable Laws, to block its Partnership Interest, file reports with OFAC regarding such blocked interest, and seek specific authorization from OFAC before performing any obligations under the Agreement involving such Partner and the other Partners may be required to do same.

(p) It will not, directly or indirectly, use any monies received from the Company to finance or facilitate any activities or business of or with any Person that, at the time of such financing or facilitation, is the subject Laws regarding economic sanctions.

(q) It will comply with all Laws, including AML Laws, anti-bribery Laws and anti-corruption Laws.

(r) To the best of its knowledge, based on reasonable investigation, none of its Capital Contributions (whether payable in cash or otherwise) either (i) are the proceeds of specified unlawful activity as defined by 18 U.S.C. §1956(c)(7) or any other activity deemed illegal under the Laws of the United States or (ii) will cause the Company or any Partner to be in violation of AML Laws or anti-terrorism Laws.

(s) When requested by any other Partner, it will (to the extent reasonable and customary in the circumstances) provide any and all additional information and/or documentation required under applicable Laws.

(t) Neither it nor any of its Affiliates: (i) has offered or given, and will not offer or give, directly or indirectly, any bribe or other improper benefit or advantage to any individual or organization, including any government official, demanded or accepted; (ii) will demand or accept, directly or indirectly, any bribe or other unlawful benefit or advantage for itself or any individual or organization; or (iii) has authorized or acquiesced in, and will not authorize or acquiesce in, any bribery, extortion, fraud, deception, collusion, cartels, embezzlement, trading in influence, money-laundering, or any similar unlawful activity.

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11.2 Volcker Provisions.

(a) As of the Effective Date, neither the Company nor any entity controlled by the Company (collectively, the “BHC Parties”) (i) has an ownership interest in a covered fund (defined below), (ii) engages in proprietary trading (defined below), (iii) sponsors (defined below), or acts as an investment advisor, investment manager or commodity trading advisor to, a covered fund, (iv) provides a line of credit, guarantee or other form of credit support or backstop in favor of a covered fund described in clause (iii) or a covered fund controlled by such a covered fund, or (v) provides any other services to a covered fund.

(b) For so long as TIAA/LP or any of its Affiliates owns (directly or indirectly) any class of voting securities of any BHC Party, the Company shall not, and shall not permit any BHC Party to, undertake any of the following, to the extent not a permitted activity under the Volcker Rule (defined below) as determined in consultation with TIAA/LP:

(i) acquire or retain an ownership interest in a covered fund;

(ii) engage in proprietary trading;

(iii) sponsor, or act as an investment advisor, investment manager or commodity trading advisor to, a covered fund; or

(iv) provide a line of credit, guarantee or other form of credit support, backstop or similar arrangement in favor of a covered fund described in clause (iii) (or any covered fund controlled by such a covered fund), or enter into any transaction with such covered fund on terms less favorable to the Company than could be obtained by a third party on arms’ length terms.

(c) Without limiting the applicability of any alternate provision of this Agreement and notwithstanding anything to the contrary in the Agreement:

(i) TIAA/LP shall have the right, upon reasonable advance written request to the Company but at TIAA/LP’s own cost and expense, to examine the books and records of the Company, and to the extent required by or requested by a regulator with jurisdiction over TIAA/LP, TIAA/LP shall be entitled to make available to such regulator such books and records, provided that TIAA/LP and the Company agree to reasonably cooperate (with each other and with any such regulator) so as to preserve the confidentiality of any such books and records in the hands of the regulator;

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(ii) to the extent the Company (or any BHC Party) engages in any of the activities described in Section 11.2(b), the Company agrees to maintain its books and records in compliance with, and otherwise adhere to, the requirements imposed by the Volcker Rule as relates to permitted proprietary trading and covered fund activities, such maintenance and adherence to be consented to by TIAA/LP and competent counsel acting in good faith on behalf of TIAA/LP; and

(iii) within ninety (90) days after the end of each fiscal quarter of the Company, an authorized officer acting on behalf of the Company shall deliver to TIAA/LP a compliance certificate certifying as to the Company’s compliance with the provisions of this Section 11.2.

(d) The Company shall deliver to TIAA/LP within sixty (60) days after the end of each semiannual fiscal period in each fiscal year of the Company, and more frequently as reasonably requested by TIAA/LP, a reasonably detailed chart illustrating the ownership structure (and percentage ownership) of the Company, the Company’s equity holders, and each of the Company’s direct and indirect subsidiaries and affiliates.

(e) The terms “sponsor”, “covered fund” and “proprietary trading” shall have the meaning given to such terms in Section 13 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), and any available written guidance with respect thereto, including the final implementing regulations (12 C.F.R Part 248) issued by the Board of Governors of the Federal Reserve on December 10, 2013 (collectively, the “Volcker Rule”). For purposes of this Section 11.2, the term “control” shall have the meaning given to such term in the BHC Act, and all applicable written rules, regulations and published guidance promulgated thereunder.

(f) If TIAA/LP reasonably determines that it is or may be required to no longer hold equity securities (or is required to hold a lesser amount of equity securities) by a change or amendment to applicable law, rule or regulation (including changes to official interpretations of or guidance regarding unchanged laws, rules or regulations and including changes to TIAA/LP’s internal policies that result from such change or amendment to applicable law, rule or regulation), then TIAA/LP shall be entitled to Transfer its Partnership Interest subject to and in compliance with Sections 14.4 through and including 14.20.

(g) There shall be no amendment, modification or waiver to this Section 11.2 without the prior written consent of TIAA/LP.

END OF ARTICLE XI

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ARTICLE XII

BOOKS AND RECORDS; STATEMENTS;

AUDITS BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

12.1 Books and Records; Statements; Audits by Independent Certified Public Accountants.

(a) General Partner shall keep full and accurate books, records, reports and statements of the Company or that are required to be kept or delivered by the Affiliate of the General Partner under any Affiliate Agreement, showing all receipts, expenditures, assets, liabilities, profits and losses of the Company and all other records necessary for the recording of the Company’s business and affairs.

(b) General Partner shall keep all books and records in a manner consistent with the Accounting Principles.

(c) The books, accounts and records of the Company shall be at all times maintained at the principal office of the Company as provided for in Section 2.3 hereof. The Unaffiliated LPs shall have the right to review and copy such books, accounts and records on reasonable prior notice to General Partner.

(d) To the extent any of the books, records, reports and statements required to be maintained or delivered by any Affiliate of the General Partner pursuant to this Section 12.1 are maintained or delivered pursuant to the Holdco LLC Agreement, they shall be deemed maintained or delivered by the General Partner pursuant to this Section 12.1 and the General Partner shall only be obligated to maintain and provide such additional information to the Partners under this Section 12.1 as pertains solely to the Company and not to Holdco.

12.2 Unaffiliated LP Right to Audit. Upon reasonable advance written notice to General Partner, any Unaffiliated LP may have its accountants and representatives conduct audits of the books, records and accounts of the Company and Holdco (and, if General Partner determines to keep separate books and records for any of the other Project Entities, then of such other Project Entities) during normal business hours on Business Days. General Partner shall provide the Unaffiliated LPs’ auditing accountants and representatives with full access to all such books, records, accounts, reports, invoices, receipts and information related to the ownership and/or operation of the Project. The cost of such audit shall be borne by the Unaffiliated LP, unless such audit discloses a material inaccuracy or omission in the books, records and accounts of the Company and the other Project Entities, in which event the cost of such audit shall be borne by the General Partner. The Unaffiliated LPs shall not have the right to conduct more than one (1) full accounting audit in any Fiscal Year.

12.3 Reports.

(a) Annual Reports. General Partner shall cause to be provided to each Partner, no later than seventy-five (75) days after the close of each Fiscal Year: (i) annual financial statements of the Company for such Fiscal Year (including a balance sheet, profit and loss statement and statement of

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cash flow), prepared in accordance with the Accounting Principles, which shall be audited and certified by the Company Accountants and (ii) annual REIT qualification testing and reports on such testing, including an annual REIT qualification letter prepared by KPMG or another “Big Four” accounting firm, in each case provided by Holdco to the Company pursuant to the Holdco LLC Agreement, a copy of which shall be forwarded to the Partners within ten (10) days of receipt thereof. In addition, General Partner shall provide each Partner with copies of all financial information regarding the Company and/or its assets which the Company provides to any Lender to the Company or any Project Entity.

(b) Quarterly Reports. As soon as practicable, and in any event no later than forty-five (45) days after the close of each quarter of the Fiscal Year, General Partner shall cause to be provided to each Partner the following information: (i) an executive summary, including financial highlights and asset issue report; (ii) a balance sheet, an operating statement and a cash flow statement with the period change and variance to the then in effect Approved Annual Business Plan, including explanations for variances in excess of ten percent (10%) and twenty five thousand dollars ($25,000) for Line Items relating to Operating Expenses and ten percent (10%) and fifty thousand dollars ($50,000) for Line Items relating to Non-Recurring Capital Expenses and Recurring Capital Expenses; (iii) a leasing activity report, including a comparison to the then in effect Approved Annual Business Plan, together with copies of all Leases signed during such quarter; (iv) a capital expenditures report, including a comparison to the then in effect Approved Annual Budget; (v) a projection of Cash Flow for the impending fiscal quarter; (vi) a report on any retail tenant sales to the extent any tenant pays percentage rent and reports the same; (vii) a report on the status of existing or threatened Proceedings against or on behalf of the Company; (viii) a report on any matter relating to the Project Assets in such quarter which any Partner believes is significant and/or any material workplace health and safety issues relating to the Project Assets and/or any material environmental issues relating to the Project Assets; (viii) a stacking plan; (ix) details of all management fees, development and construction management fees, documentation fees, leasing fees, professional fees and other disbursements paid to Affiliates of General Partner or third-party managers and leasing agents; (x) quarterly REIT qualification testing and reports on such testing from KPMG or another “Big Four” accounting firm, in each case provided by Holdco to the Company pursuant to the Holdco LLC Agreement, a copy of which shall be forwarded to the Partners promptly (but in all events within ten (10) days) of receipt thereof; and (xi) an updated Argus file reflecting new leasing and the Approved Annual Budget, which shall be forwarded to the Partners promptly (but in all events within ten (10) days) of receipt thereof.

(c) Monthly Reports. As soon as practicable, and in any event no later than fifteen (15) days after the close of each calendar month, General Partner shall cause to be provided to each Partner the following information: (i) a general ledger and a detailed trial balance with monthly change (in form reasonably acceptable to all Partners); (ii) a current tenant schedule of the Project Assets (in CSV format and in Excel format); (iii) a tenant-level accounts receivable aging report (in CSV format); (iv) a balance sheet, summary and detailed operating statement and cash flow statement, each showing the month’s approved budget pursuant to the Approved Annual Budget in comparison with actual amounts thereof as well as the year-to-date totals thereof and an annual budget to the end of the Fiscal Year; and (v) notice of the adoption or implementation of any environmental remediation program that is not required to be Approved by the Partners pursuant to Section 6.3(v).

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(d) Additional Reporting. In addition to the matters described in Section 12.3(a), Section 12.3(b) and Section 12.3(c), General Partner shall prepare or cause to be prepared and provided to the Partners such other reports and information as a Partner may from time to time reasonably request.

(e) Valuations. Any Partner may perform or cause to be performed a valuation of the Project Assets, at such Partner’s cost and expense. Copies of any such valuation shall be provided by the Partner performing the valuation to each other Partner.

(f) Delivery of Reports to Holdco Directors. To the extent any reports with all applicable information required to be provided to the Partners pursuant to this Section 12.3 are delivered to the Holdco Directors under the Holdco LLC Agreement, they shall be deemed delivered by the General Partner to each Partner under this Section 12.3 and the General Partner shall only be obligated to provide such additional information under this Section 12.3 to the Partners as pertains solely to the Company and not to Holdco.

12.4 Copies of Material Documents. General Partner shall deliver to the Unaffiliated LPs copies of: (a) on a monthly basis, all new Leases; (b) all new Major Decision Contracts; (c) any other type of information that the Company or any other Project Entity is obligated to deliver a Lender; (d) with respect to any Proceeding by or against the Company or any other Project Entity with an aggregate amount in controversy in excess of $1,000,000: (i) the service of process or any notice of (or similar document relating to) the commencement of such Proceeding; (ii) all material motions, pleadings, memos, motions, orders and other material information relating to such Proceeding; and (iii) all judgments and settlement agreements; (e) on a monthly basis, all notices from a tenant claiming a default by any Project Entity with respect to any Lease and alleging either a grounds for termination of such Lease or a defense to the payment of rent, and other material information relating to the resolution of such dispute or the commencement of a Proceeding with respect thereto; (f) all notices claiming default by the tenant under any Major Lease and other material information relating to the resolution of such dispute or the commencement of a Proceeding with respect thereto; (g) all notices claiming a default by the Company or any other Project Entity with respect to any Debt or the default by the Lender under such Debt and other material information relating to the resolution of such dispute or the commencement of a Proceeding with respect thereto; and (h) all material notices from any Governmental Authority to the Company or any other Project Entity alleging an action, omission, violation or circumstance by the Company or any other Project Entity. To the extent any material documents required pursuant to this Section 12.4 are delivered to the Holdco Directors under the Holdco LLC Agreement, they shall be deemed delivered by the General Partner to each Partner under this Section 12.4 and the General Partner shall only be obligated to provide such Material Documents to the Partners under this Section 12.4 as pertain solely to the Company and not to Holdco.

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12.5 Tax Filings.

(a) General Partner shall instruct the Company Accountants to (i) submit drafts of all tax returns for a Fiscal Year (including copies of all related schedules and exhibits and, upon request, copies of all supporting work papers) to the Partners no later than one hundred twenty (120) days after the end of such Fiscal Year; (ii) prepare and file in a timely manner (including any permitted extensions) after the end of each Fiscal Year all federal, state and local tax returns for the Company, Holdco and each applicable other Project Entity for such Fiscal Year; and (iii) cause copies thereof to be delivered to each of the Partners. The General Partner shall prepare or cause to be prepared a good faith estimate of all relevant tax information to be delivered to each Partner within sixty (60) days after the end of each Fiscal Year.

(b) General Partner shall: (i) have full power and authority to act for the Company and the Partners (and for each other Project Entity) as Tax Matters Partner and Partnership Representative, with all the rights and responsibilities of that position described in sections 6222-32 of the IRS Code and to act in any similar capacity under applicable state or local law; (ii) keep the other Partners informed of the progress of any tax audits or examinations.

(c) General Partner is hereby designated as the “tax matters partner” of the Company as defined in Section 6231(a)(7) of the IRS Code as in effect prior to the repeal of such section pursuant to the provisions of the Bipartisan Budget Act of 2015 and the Treasury Regulations promulgated thereunder (the “Tax Matters Partner”). The Tax Matters Partner shall also be designated as the “partnership representative” of the Company within the meaning of Section 6223(a) of the IRS Code when applicable (the “Partnership Representative”). Except as otherwise provided in this Agreement, all elections (including the election provided for in Section 754 of the IRS Code) required or permitted to be made by the Company under the IRS Code or state tax law shall be timely determined and made by the Tax Matters Partner; provided, however, with respect to any material tax elections (which, for purposes of this provision, include any election that would cause the Company to be taxable other than as a partnership, revocation of Holdco’s CTB Election or REIT election, the Code Section 6226 election and an election under Code Section 754), the Tax Matters Partner shall not act with respect to these material items without Approval. With respect to any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority, the Tax Matters Partner or the Partnership Representative, as applicable, shall not act with respect to these material items without Approval. The Partners intend that the Company be treated as a partnership for U.S. federal, state and local tax purposes, and the Partners will not elect or authorize any person to elect to change the status of the Company from that of a partnership for U.S. federal, state and local income tax purposes without the prior written consent of the Tax Matters Partner. The Company hereby indemnifies and holds harmless the Tax Matters Partner from and against any claim, loss, expense, liability, action or damage resulting from its acting or its failure to take any action in accordance with this Section 12.5, including as the Tax Matters Partner or the Partnership Representative, provided that any such action or failure to act does not constitute fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing as provided for in Section 6.13, or material breach of this Agreement or of the Holdco LLC Agreement.

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(d) General Partner shall attempt to allocate the burden of (or any diminution in distributable proceeds resulting from) any taxes, penalties or interest imposed on the Company pursuant to the Partnership Tax Audit Rules to those Partners to whom such amounts are specifically attributable (whether as a result of their status, actions, inactions or otherwise) where such allocations can be achieved without unwarranted expense and effort (as measured in relation to the aggregate amount in question) as reasonably determined by General Partner, and the Partners consent to and agree to cooperate as reasonably requested with any such efforts; provided, notwithstanding the foregoing, if requested by any Partner, the Company, the Partnership Representative and its appropriate tax representatives (if any) shall make an election to treat a “partnership adjustment” as an adjustment to be taken into account by each Partner in accordance with Section 6226 of the IRS Code (as amended pursuant to the provisions of the Bipartisan Budget Act of 2015). The provisions of this Section 12.5(d) shall survive the termination of the Company or the termination of any Partner’s interest in the Company and shall remain binding on the Partners for as long a period of time as is necessary to resolve with the IRS (or other applicable tax authority) any and all matters regarding the income taxation of the Company or the Partners.

(e) To the extent any of the obligations of the General Partner pursuant to this Section 12.5 (including the delivery of tax returns to the Partners) are performed by the A/B Directors and/or the Holdco Officers under the Holdco LLC Agreement (including by delivery of tax returns to all of the Holdco Directors), they shall be deemed performed by the General Partner under this Section 12.5 and the General Partner shall only be obligated to perform such additional obligations under this Section 12.5 as pertain solely to the Company and not to Holdco.

12.6 Reimbursement and Indemnity. The Company shall, subject to and in accordance with the terms of Section 6.12, reimburse the General Partner for all actual third party costs and expenses incurred by General Partner in connection with the exercise of the rights and/or the performance of the responsibilities referred to in this Article XII.

12.7 DC REIT Status. At any time during a Fiscal Year, any Partner may request in writing that the General Partner, following a review of the list of investors in PKY REIT as identified by the Bloomberg Security Ownership Tree (the “Bloomberg Shareholder List”) dated as of the last day of the month preceding the date of such request (or the most recent date prior thereto for which such information is available), (a) without any obligation to undertake any diligence or inquiry beyond review of the Bloomberg Shareholder List, advise the other Partners whether the General Partner has actual knowledge (i) that any Person shown on the Bloomberg Shareholder List as holding less than five percent (5%) of the shares of PKY REIT (in addition to those non-U.S. persons listed on the Bloomberg Shareholder List) is not a U.S. person and, if so, (ii) the identity of such additional non-U.S. person and whether the General Partner has actual knowledge that the number of shares of PKY REIT owned by such additional non-U.S. person is different from the number of shares shown on the Bloomberg Shareholder List as owned by such additional non-U.S. person (and, if so, the number of shares that are different), (b) with respect to Persons as to whom PKY REIT has actual knowledge (without any obligation to undertake any diligence or inquiry, beyond review of the Bloomberg Shareholder List and

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Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission) that such Person owns (actually or constructively) five percent (5%) or more of PKY REIT, use reasonable efforts to provide the other Partners with information (solely to the extent such information is available from the Bloomberg Shareholder List, the Schedule 13D and Schedule 13G filings with the Securities and Exchange Commission or from information received by PKY REIT as a result of requests made pursuant to Treasury Regulations Section 1.857-8, without any obligation to make further inquiry or to undertake further diligence with respect thereto) regarding whether such Person is a non-U.S. person and (c) reasonably cooperate, upon request, with such requesting Partner so as to permit such requesting Partner to make its own determination of the status of PKY REIT as domestically controlled for purposes of IRS Code Section 897 or any successor provision (provided that this clause (c) shall not require that PKY REIT undertake any diligence or inquiry beyond the scope of what is contemplated in clauses (a) and (b) or solicit any information from its shareholders beyond making the requests required pursuant to Treasury Regulations Section 1.857-8). A Partner making a request under this Section 12.7 shall provide reasonable prior notice to General Partner, and such requesting Partner shall pay all costs and expenses related to such request. No Partner shall be permitted to make more than four (4) requests under this Section 12.7 in any Fiscal Year.

END OF ARTICLE XII

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ARTICLE XIII

DISSOLUTION

13.1 Dissolving Events. The Company shall be dissolved in the manner hereinafter provided upon the happening of any of the following events:

(a) an Approved Major Decision to dissolve the Company;

(b) the disposition by the Company (and/or every other Project Entity) of all or substantially all of the Project Assets (and/or the interests in all of the Project Entities) and the collection of all amounts derived from any such disposition (including all amounts payable to the Company or any other Project Entity); or

(c) any other event which under applicable Law would cause the dissolution of the Company; provided, however, that, unless required by Law, the Company shall not be liquidated as a result of any such event and the Company shall be reconstituted.

13.2 Methods of Liquidation. If the Company is dissolved and not reconstituted, an accounting of the Project Assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made by the Company Accountants, and the affairs of the Company shall be wound up and terminated. General Partner shall, subject to the provisions hereof, including those requiring the Approval of the Partners: (a) serve as the liquidating trustee of the Company; (b) be responsible for winding up and terminating the affairs of the Company and determine all matters in connection therewith (including the arrangements to be made with creditors, to what extent and under what terms the assets of the Company are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as it deems; and (c) thereafter liquidate the assets of the Company as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in accordance with the following:

(a) First, to the payment of the debts and liabilities of the Company, other than to the Partners, and to the expenses of liquidation in the order of priority as provided by Law; then

(b) Second, to the establishment of, or addition to, any reserves deemed necessary or appropriate by the liquidating trustee, for any contingent or unforeseen liabilities or obligations of the Company; then

(c) Third, to the payment of any indemnification obligation of the Company to any of the Partners as provided for in Article VII, pro rata to the respective outstanding balances of such obligations; then

(d) Fourth, to the Partners, as provided for in Article IV, in proportion to, and to the extent of, the positive balances in their respective Capital Accounts.

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13.3 Reasonable Time for Liquidating. A reasonable time as deemed necessary or appropriate by the General Partner shall be allowed for the orderly liquidation of the Company’s assets pursuant to Section 13.2 to endeavor to minimize the losses normally attendant upon such a liquidation.

13.4 Date of Liquidation. The Company shall be liquidated and terminated when all of its assets have been converted into cash, all promissory notes or other evidences of any Debt derived by the Company from such conversion of its assets have been collected or otherwise converted into cash, and all such cash has been applied and distributed in accordance with the provisions of Section 13.2. The establishment of any reserves shall not have the effect of extending the term of the Company, but such reserves shall be distributed in accordance with Section 13.2 and in the manner and within the time period as the liquidating trustee deems advisable and appropriate.

13.5 Final Distribution. The final distributions following dissolution shall be made in accordance with the provisions of Section 4.1.

13.6 Withdrawals. The Partners shall (a) not withdraw or retire from the Company except as a result of a Transfer of their entire respective Partnership Interests as permitted by this Agreement and (b) carry out their duties and responsibilities hereunder while Partners and until the Company is terminated, liquidated, and dissolved under this Article XIII.

END OF ARTICLE XIII

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ARTICLE XIV

RESTRICTIONS ON TRANSFERS OF INTERESTS, UNRESTRICTED TRANSFERS OF INTERESTS AND

PERMITTED TRANSFERS OF INTERESTS

14.1 General Restriction on Transfers of Partnership Interests and Interests in Partners.

(a) Each Partner can Transfer its Partnership Interest in accordance with this Article XIV, but subject to all of the provisions of this Article XIV. Except to the extent that any such Transfer is an Unrestricted PKY Transfer, an Unrestricted Affiliate Transfer, an Unrestricted Public Transfer, a Partner Syndication Transfer or another type of Permitted Transfer, (i) no Partner shall Transfer all or any part of its Partnership Interest and (ii) no Partner shall suffer or permit the Transfer of any direct or indirect interest in such Partner.

(b) Any Transfer that is not an Unrestricted PKY Transfer, an Unrestricted Public Transfer, an Unrestricted Affiliate Transfer, a Partner Syndication Transfer or another type of Permitted Transfer shall: (i) be null and void ab initio; (ii) not bind the Company; (iii) not relieve the purported transferring Partner from any liability, obligation or responsibility under this Agreement; and (iv) not give the purported transferee any right of any kind or nature whatsoever under this Agreement (including any right to: (A) appoint any Representative; (B) approve or disapprove any Major Decision or otherwise participate in management of the Company; (C) receive any Distributions to which the purported transferring Partner would otherwise be entitled; (D) receive a Capital Account or any allocations under Article V to which the purported transferring Partner would otherwise be entitled; or (E) have any access to the books and records of the Company or any other Project Entity and/or receive any reports or other information to which the purported transferring Partner would otherwise be entitled to which its transferor would otherwise be entitled).

(c) If a Partner makes (or attempts to make) any purported Transfer in violation of this Article XIV, then such Partner shall (subject to and in accordance with Article VII and with Article VIII of the Holdco LLC Agreement) indemnify and hold the Company, the other Project Entities and the other Partners harmless from and against any and all taxes imposed by any Governmental Authority upon the Company, the other Project Entities and/or the other Partners that, directly or indirectly, arise from, out of, as a result of or are caused such purported Transfer.

(d) A Transfer that is Approved as a Permitted Transfer in any one or more instances shall not limit or waive any need to have any other Transfer so Approved in any other or subsequent instances.

(e) The Company shall be entitled to treat the record owner of any Partnership Interest as the absolute owner thereof, and shall incur no liability for distributions of cash or other property or allocations of income, gain, loss, deduction or credit made in good faith to such owner until such time as a written assignment of such Partnership Interest has been received, accepted and recorded on the books of the Company. An Approved Major Decision authorizing any such Transfer in any one or more instances shall not limit or waive the requirement for such Approval in any other or future instance.

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(f) Notwithstanding anything to the contrary in this Article XIV, other than with respect to an Unrestricted PKY Transfer or a CPPIB Internal Transfer, no Partner shall have the right to Transfer its Partnership Interest (and no Partner shall allow any Transfer of an interest in such Partner) to the extent it (i) causes the termination or dissolution of the Company under the LP Act, (ii) requires registration under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or under any other securities law (including but not limited to any applicable state securities law), (iii) causes the Company or any Partner to be subject to any additional regulatory requirements, (iv) violates or causes the Company or the Partners to violate the terms of any Debt Document, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, any other securities law (including but not limited to any applicable state securities law), or the laws, rules, regulations, orders and other directives of any Governmental Authority, (v) causes the Company or any Project Entity (other than Holdco and the TRS Entity) to be taxed as other than a partnership or disregarded entity for U.S. federal income tax purposes, (vi) causes Holdco to fail to qualify as a REIT, (vii) is to a transferee that is, or is an Affiliate of, a Prohibited Person, (viii) is to a transferee that is entitled to diplomatic or sovereign immunity, or (ix) without the prior written approval of CPP/LP, is a “controlled entity” or an “integral part” (as the case may be) of the Canadian federal government (as defined under Treasury Regulations Sections 1.892-2T(a)(2) and (3)) if the admission of the new investor could cause the Company or any other Project Entity to become a “controlled commercial entity” (as defined under Treasury Regulations Section 1.892-5T) of the Canadian federal government and deny benefits to CPP/LP under Section 892 of the IRS Code (as applicable) (collectively, the matters set forth in clauses (i) through (ix) inclusive, immediately above, are collectively referred to as the “Transfer Restrictions”).

(g) Neither the Class A Partner nor the Company shall be entitled to Transfer all or any part of its interest in Holdco without the unanimous Approval of all Partners; provided, that the Class A Partner shall be required to Transfer its Holdco Series B Preferred Units to any Person to which it transfers its interest in the Company in accordance with Article XIV, unless otherwise directed by the Class D LP.

14.2 Unrestricted Transfers. Notwithstanding anything to the contrary provided or implied by this Agreement (including in this Article XIV), Unrestricted PKY Transfers, Unrestricted Affiliate Transfers, Partner Syndication Transfers and Unrestricted Public Transfers do not require any notice to or Approval from any other Person (except for such notice and approval as is described in the definition of “Unrestricted Affiliate Transfer”), provided that any such Transfer (other than an Unrestricted PKY Transfer or a CPPIB Internal Transfer) shall be subject to the Transfer Restrictions. Any costs and expenses directly attributable to the CPPIB Internal Transfers arising out of any Project Entity or related to any Project Asset shall be borne by the Project Entities and not by CPP/LP; provided, however, CPP/LP shall be solely responsible for all costs incurred on account of Canadian tax or regulatory law.

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14.3 Partner Syndication Transfers. Each Partner acknowledges and agrees that Partner Syndication Transfers are Permitted Transfers (and shall not require the consent or approval of the other Partners); provided, that Partner Syndication Transfers must comply with the Transfer Restrictions, and the applicable Partner and/or its Initial Partner Interest Holder(s) must provide all documentation and information requested by any lender under the terms of existing Debt Documents in connection with obtaining such lender’s consent to such Partner Syndication Transfer or its acknowledgment that consent is not required under the terms of the applicable Debt Documents.

14.4 Interest Sale ROFO Notice.

(a) Notwithstanding the foregoing (but subject in all events to the provisions of Sections 14.4(b) and (c), a Partner (the “ROFO Offeror”) shall have the right, at any time, to deliver an offer notice (a “ROFO Offer Notice”) to the other Partners (the “ROFO Offerees”) requiring that either (i) one (1) or both of the ROFO Offerees acquire the Partnership Interest of the ROFO Offeror pursuant to the terms of these Interest Sale ROFO Provisions or (ii) permit the ROFO Offeree to endeavor to sell its entire Partnership Interest to a Permitted Transferee for not less than ninety-six percent (96%) of a price specified in such ROFO Offer Notice (the “ROFO Estimated Price”) on an all cash basis in accordance with Sections 14.19 and 14.20.

(b) For all purposes of the Interest Sale ROFO Provisions, (i) the A/B Partners shall be deemed to be a single Partner as: (A) a ROFO Offeror; (B) a ROFO Offeree; (C) a ROFO Buyer; (D) a ROFO Seller; (E) a ROFO Defaulting Buyer; and (F) a ROFO Defaulting Seller and (ii) accordingly, there shall only be deemed to be three (3) Partners acting under the Interest Sale ROFO Provisions.

(c) Notwithstanding the other provisions of this Section 14.4: (i) no Partner may deliver a ROFO Offer Notice if a Partner has already delivered a ROFO Offer Notice under Article IX or under this Article XIV until the earliest to occur of (A) a ROFO Closing under Article IX or under this Article XIV, (B) the occurrence of a ROFO Seller Default or a ROFO Buyer Default, (C) a closing pursuant to the Asset Sale ROFO Provisions, (D) the termination of the Asset Sale Process or (E) a sale of the ROFO Offeror’s Partnership Interest to a Permitted Transferee pursuant to Article IX or this Article XIV; and (ii) the Unaffiliated LPs may jointly deliver a ROFO Offer Notice (in which event they shall be deemed to be a single ROFO Seller for purposes of the Interest Sale ROFO Provisions).

(d) If the Class A Partner is a ROFO Seller, then the Class A Partner shall Transfer its Holdco Series B Preferred Units to one of the ROFO Buyers or otherwise as the Class D LP may in its sole discretion direct.

(e) If any Partner delivers a ROFO Offer Notice under the Interest Sale ROFO Provisions, then until the date that is thirty (30) days after delivery of such ROFO Offer Notice, any other Partner, acting alone, shall have the right, by notice to the other Partners, to cause such ROFO Offer Notice delivered under the Interest Sale ROFO Provisions to be converted into a ROFO Offer Notice delivered by the Partner which delivered such ROFO Offer Notice under the Asset Sale ROFO Provisions, in which event (i) such ROFO Offer Notice shall be deemed to have been delivered by the Partner which

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delivered such ROFO Offer Notice pursuant to Section 9.1(d) on the date of such notice by such other Partner and (ii) the Minimum Gross Sale Price shall be deemed to be (x) the ROFO Estimated Price for the triggering Partner’s Partnership Interest as specified in such Partner’s ROFO Offer Notice delivered under the Interest Sale ROFO Provisions divided by (y) such Partner’s Percentage Interest.

14.5 Interest Sale ROFO Response.

(a) Each ROFO Offeree shall, within sixty (60) days after delivery of the ROFO Offer Notice (the “ROFO Response Period”), deliver a notice to the ROFO Offeror and the other Partners stating that the ROFO Offeree has elected to either (i) not be a ROFO Buyer in response to the ROFO Offer Notice (a “ROFO No Buy Response”) or (ii) be a ROFO Buyer in response to the ROFO Offer Notice (a “ROFO Buy Response”).

(b) If a ROFO Offeree fails to deliver a ROFO Buy Response within the ROFO Response Period, then such ROFO Offeree shall be deemed to have delivered a ROFO No Buy Response.

(c) If a ROFO Offeree delivers a ROFO Buy Response and the other ROFO Offeree delivers a ROFO No Buy Response, then the first ROFO Offeree shall be afforded an additional three (3) Business Days to rescind its ROFO Buy Response without penalty and deliver a ROFO No Buy Response.

14.6 ROFO Buyer Pro Rata Share.

(a) The delivery by a ROFO Offeree of a ROFO Buy Response (except as provided in Section 14.5(c)) shall be a binding agreement between the ROFO Offeror (as the “ROFO Seller”) to sell the ROFO Seller’s Partnership Interest to the ROFO Buyer(s) and such ROFO Offeree (as the “ROFO Buyer”) to buy the ROFO Seller’s Partnership Interest as provided for in Sections 14.6 through 14.18 (a “ROFO Contract”).

(b) If one (1) ROFO Offeree delivers a ROFO Buy Response and the other ROFO Offeree delivers (or is deemed to deliver) a ROFO No Buy Response, then except as provided in Section 14.5(c), (i) the ROFO Offeree that delivered the ROFO Buy Response will be deemed to be the ROFO Buyer with a ROFO Buyer Pro Rata Share of 100% and (ii) the other ROFO Offeree shall not be a ROFO Buyer.

(c) If both ROFO Offerees deliver a ROFO Buy Response, then each ROFO Offeree will be deemed to be a ROFO Buyer with its respective ROFO Buyer Pro Rata Share.

(d) If both (or the only) ROFO Offeree(s) deliver (or are deemed to deliver) a ROFO No Buy Response, then the provisions of Sections 14.19 and 14.20 shall apply.

14.7 Interest Sale ROFO Escrow.

(a) As promptly as practicable, and in any event within ten (10) Business Days after the expiration of the ROFO Response Period, the General Partner shall:

(i) Deliver a notice to the Partners (a “ROFO Escrow Notice”) setting forth: (A) which ROFO Offeree(s) delivered a ROFO Buy Response; (B) the ROFO Buyer Pro Rata Share of each ROFO Buyer; (C) a counterpart of the form ROFO Escrow Agreement with the applicable names, dates, amounts and other information filled out that has been executed by the ROFO Escrow Agent; and (D) wire transfer instructions for a segregated escrow account maintained by the ROFO Escrow Agent into which each ROFO Buyer shall fund its ROFO Buyer Pro Rata Share of the ROFO Deposit; and.

(ii) Direct the ROFO Escrow Agent to set up such segregated escrow account.

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(b) Upon receipt of the ROFO Deposit (or any portion thereof), the ROFO Escrow Agent shall hold same in such segregated escrow account with any interest earned thereon to be allocated and paid to the Partner(s) entitled to receive the ROFO Deposit and only disburse such proceeds (i) pursuant to those provisions in these Interest Sale ROFO Provisions and the ROFO Escrow Agreement where ROFO Escrow Agent is expressly authorized and directed to disburse the ROFO Deposit (or portion thereof) without further notice to or from or act on the part of any Person or (ii) upon the first to occur of: (A) receipt of written direction from both the ROFO Seller and the ROFO Buyer(s) who funded the ROFO Deposit; (B) a final and non-appealable order of a court of competent jurisdiction; or (C) an interpleader Proceeding brought in a court of competent jurisdiction.

14.8 Interest Sale ROFO Deposit.

(a) Within three (3) Business Days after delivery of the ROFO Escrow Notice, a ROFO Buyer shall (i) execute and deliver a counterpart of the ROFO Escrow Agreement and (ii) wire transfer into the escrow account an amount equal to the product of (A) five (5%) percent of the ROFO Estimated Price (the “ROFO Deposit”) and (B) such ROFO Buyer’s ROFO Buyer Pro Rata Share of the ROFO Deposit (the “ROFO Pro Rata Deposit Amount”).

(b) Within five (5) Business Days after delivery of the ROFO Escrow Notice, the ROFO Escrow Agent shall deliver a notice to the Partners (the “ROFO 2^nd Escrow Notice”) setting forth (i) if there is only one (1) ROFO Buyer, whether the ROFO Buyer funded the ROFO Deposit and (ii) if there are two (2) ROFO Buyers, whether each ROFO Buyer funded its ROFO Pro Rata Deposit Amount.

(c) If either (i) there was only one (1) ROFO Buyer and such ROFO Buyer failed to execute the ROFO Escrow Agreement and fund the ROFO Deposit or (ii) there were two (2) ROFO Buyers and each failed to execute the ROFO Escrow Agreement and fund its ROFO Pro Rata Deposit Amount, then: (A) such ROFO Buyer(s) shall be deemed to be a ROFO Defaulting Buyer; (B) the ROFO Contract shall be deemed terminated; (C) the ROFO Pro Rata Deposit Amount of such ROFO Buyer(s) shall be deemed to be a Deficiency Loan from the ROFO Seller to such ROFO Defaulting Buyer(s) made as of the last Business Day after the expiration of the ROFO Response Period (or if the provisions of Section 14.5(c) apply, three (3) Business Days after the expiration of the ROFO Response Period); and (D) the provisions of Sections 14.16, 14.19 and 14.20 shall apply.

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(d) If there were two (2) ROFO Buyers, one (1) ROFO Buyer failed to execute the ROFO Escrow Agreement and fund its ROFO Pro Rata Deposit Amount and the other ROFO Buyer executed the ROFO Escrow Agreement and funded its ROFO Pro Rata Deposit Amount, then the funding ROFO Buyer shall have three (3) Business Days after receipt of the ROFO 2^nd Escrow Notice either (i) to fund the ROFO Pro Rata Deposit Amount of the ROFO Defaulting Buyer or (ii) to rescind its ROFO Buy Response without penalty and deliver a ROFO No Buy Response.

(i) If the funding ROFO Buyer funds the ROFO Pro Rata Deposit Amount of the ROFO Defaulting Buyer within such three (3) Business Days, then: (A) such funding ROFO Buyer shall thereafter be the sole ROFO Buyer with a ROFO Buyer Pro Rata Share equal to 100%; and (B) the provisions of clauses (b) and (c) of Section 14.16 shall apply to the ROFO Defaulting Buyer.

(ii) If the funding ROFO Buyer rescinds its ROFO Buy Response and delivers a ROFO No Buy Response within such three (3) Business Days, then (A) the ROFO Escrow Agent shall (and is hereby expressly authorized and directed to) refund the ROFO Pro Rata Deposit Amount to the funding ROFO Buyer, (B) the provisions of clauses (b) and (c) of Section 14.16 shall apply to the ROFO Defaulting Buyer, and (C) the provisions of Sections 14.19 and 14.20 shall apply.

14.9 Interest Sale ROFO Closing Date. The closing of the sale of the Partnership Interest of the ROFO Seller (the “ROFO Closing”) shall be the first Business Day after the date that is ninety (90) days after the end of the ROFO Response Period or such other date as may be agreed to by the ROFO Seller and the ROFO Buyer(s) (the “ROFO Closing Date”).

14.10 ROFO Pre-Closing Obligations.

(a) Not less than fifteen (15) Business Days prior to the ROFO Closing Date (i) ROFO Seller will deliver to the ROFO Escrow Agent and ROFO Buyer(s) the form of ROFO Assignment(s) and (ii) the ROFO Buyer(s) will deliver to the ROFO Escrow Agent the name and address of the ROFO Assignee(s) for its ROFO Buyer Pro Rata Share of the Partnership Interest of the ROFO Seller.

(b) If the ROFO Seller or any Partner Related Party of the ROFO Seller is a party to any Partner Debt Guaranty, then not less than two (2) Business Days prior to the ROFO Closing Date, the ROFO Buyer(s) will (i) deliver to the ROFO Escrow Agent (as applicable) fully executed counterparts of the ROFO Loan Guaranty Release(s) or ROFO Loan Guaranty Indemnity and (ii) deliver copies of same to the ROFO Seller.

(c) Not less than two (2) Business Days prior to the ROFO Closing Date, (i) the ROFO Seller will deliver a notice to ROFO Buyer(s) and the ROFO Escrow Agent with wire transfer instructions for the payment of the ROFO Final Price; (ii) the ROFO Seller and the ROFO Buyer(s) will deliver executed counterparts of the ROFO Assignment(s) to the ROFO Escrow Agent; and (iii) the ROFO Seller and the ROFO Buyer(s) will (A) agree on the applicable ROFO Other Closing Documents and (B) deliver executed counterparts of same to the ROFO Escrow Agent.

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(d) The Partners shall use their good faith efforts to obtain any required consents to the ROFO Closing from Lenders to the Project Entities or from other third parties (and if General Partner is the ROFO Seller, the ROFO Buyer(s) shall be entitled to communicate directly with such Lenders or third parties in an effort to obtain such consents, and General Partner shall provide such information and take all other such actions as may be reasonably requested by the ROFO Buyer(s) to facilitate the receipt of such consents). In connection with the foregoing, each ROFO Buyer must offer any such Lender a reasonably creditworthy replacement guarantor to provide replacements for such ROFO Buyer’s ROFO Buyer Pro Rata Share of liabilities under any Partner Debt Guaranty with respect to liabilities first accruing from and after the ROFO Closing. If a required Lender consent cannot be obtained despite the Partners’ compliance with the foregoing covenants, then (i) General Partner shall cause the applicable Debt of the Project Entities to be prepaid or defeased upon the ROFO Closing and (ii) the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities shall not be required. The receipt of all required consents to the ROFO Closing from Lenders to the Project Entities or from other third parties and/or the prepayment or defeasance of any applicable Debt of the Project Entities shall be a condition precedent to the ROFO Closing.

(e) If the Class C LP is a ROFO Buyer hereunder, the Class C LP shall be entitled to identify one or more designees (which may be Affiliates of the Class C LP or third parties) that comply with the Transfer Restrictions to take title to all or any part of the ROFO Seller’s Partnership Interest. The ROFO Seller and the other Partners shall cooperate in all necessary respects with such designation.

(f) If the Class D LP is a ROFO Buyer hereunder, the Class D LP shall be entitled to identify one or more designees (which may be Affiliates of the Class D LP or third parties) that comply with the Transfer Restrictions to take title to all or any part of the ROFO Seller’s Partnership Interest. The ROFO Seller and the other Partners shall cooperate in all necessary respects with such designation.

14.11 Possible Adjustments to the ROFO Estimated Price.

(a) Not less than three (3) Business Days prior to the ROFO Closing Date, the General Partner shall deliver an adjustment statement (the “ROFO Adjustment Statement”) to the Partners and the ROFO Escrow Agent setting forth the following: (i) the final price to be paid to the ROFO Seller (the “ROFO Final Price”); (ii) the amount by which the ROFO Final Price exceeds the ROFO Deposit (the “ROFO Closing Amount Due”); and (iii) the ROFO Buyer Pro Rata Share of the ROFO Closing Amount Due owed by a ROFO Buyer.

(b) The ROFO Adjustment Statement will make the following adjustments (the “ROFO Adjustments”):

(i) Subtract the amount of any Distributions actually (or deemed) paid to the ROFO Seller between the date of delivery of the ROFO Offer Notice and the scheduled ROFO Closing Date from the ROFO Estimated Price (and therefore from the ROFO Closing Amount Due and the ROFO Final Price).

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(ii) Add the amount of any Additional Capital Contributions actually (or deemed) paid by ROFO Seller (other than, if the A/B Partners are the ROFO Seller, any Additional Capital Contribution to the extent required to pay or satisfy any A/B Retained Liability) between the date of delivery of the ROFO Offer Notice and the ROFO Closing Date to the ROFO Estimated Price (and therefore to the ROFO Closing Amount Due and the ROFO Final Price).

(iii) If there is a Deficiency Loan Outstanding Amount owed by the ROFO Seller to a ROFO Buyer, then subtract such amount (calculated with interest accruing at the Deficiency Loan Rate through the then scheduled ROFO Closing Date) from (A) the ROFO Estimated Price (and therefore from the ROFO Final Price and the ROFO Closing Amount Due) and (B) what would otherwise be such ROFO Buyer’s ROFO Buyer Pro Rata Share of the ROFO Final Price and the ROFO Closing Amount Due.

(iv) If there is a Deficiency Loan Outstanding Amount owed by a ROFO Buyer to the ROFO Seller, then add such amount (calculated with interest accruing at the Deficiency Loan Rate through the then scheduled ROFO Closing Date) to (A) the ROFO Estimated Price (and therefore to the ROFO Final Price and the ROFO Closing Amount Due) and (B) what would otherwise be such ROFO Buyer’s ROFO Buyer Pro Rata Share of the ROFO Final Price and the ROFO Closing Amount Due.

(c) If applicable, the General Partner will deliver to the Partners an update to the ROFO Adjustments prior to the ROFO Closing Date to reflect applicable changes in the calculations.

14.12 Challenges to the ROFO Adjustment Statement.

(a) Any Unaffiliated LP that is a ROFO Seller or ROFO Buyer shall have the right to challenge the ROFO Adjustment Statement by delivery of a notice to General Partner, the Company Accountants and the other Partners within ten (10) Business Days after the ROFO Closing (i) setting forth, in reasonable detail, the reasons for such challenge and (ii) including an engagement agreement with the Company Accountants (at the cost and expense of the Partner(s) challenging the ROFO Adjustment Statement) for the Company Accountants to complete a ROFO Adjustment within thirty (30) days after delivery of the challenge notice (a “ROFO Adjustment Challenge Notice”). If the then current Company Accountants are unable or unwilling to prepare and deliver the ROFO Adjustments within such time, then such Unaffiliated LP(s) shall have the right to retain (at the Company’s cost and expense) an alternative Company Accountant to prepare and deliver a calculation of the ROFO Adjustment within such time.

(b) If no Unaffiliated LP delivers a ROFO Adjustment Challenge Notice within such time, then ROFO Adjustment Statement (as same may be updated) shall be deemed final and binding upon the ROFO Seller and the ROFO Buyer(s).

(c) If an Unaffiliated LP delivers a ROFO Adjustment Challenge Notice within such time, then (i) General Partner and the Unaffiliated LP that delivered the ROFO Adjustment Challenge Notice shall work diligently and cooperatively to cause the applicable Company Accountants to

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complete their calculation of the ROFO Adjustments within thirty (30) days after delivery of the ROFO Adjustment Challenge Notice and (ii) the Company Accountants’ calculation of the ROFO Adjustments (as same may be updated) shall be deemed final and binding upon the ROFO Seller and the ROFO Buyer(s). Notwithstanding the forgoing, (A) the ROFO Seller and the ROFO Buyer(s) shall close under the ROFO Contract on the ROFO Closing Date based upon the calculation of the ROFO Final Price and the ROFO Closing Amount Due from the ROFO Buyer(s) in the ROFO Adjustment Statement (as same may be updated) and (B) if the Company Accountants’ calculation of the ROFO Final Price and the ROFO Closing Amount Due from the ROFO Buyer(s) delivered after the ROFO Closing are different than the General Partner’s calculation, then the Company Accountants’ calculation of the ROFO Final Price shall be deemed final and binding upon the ROFO Seller and the ROFO Buyer(s) absent manifest error, and the ROFO Seller and the ROFO Buyer(s) shall adjust with each other accordingly within five (5) Business Days after receipt of the Company Accountants’ calculation.

14.13 ROFO Closing. On the ROFO Closing Date:

(a) (i) (A) If there is one (1) ROFO Buyer, such ROFO Buyer will fund the ROFO Closing Amount Due to the ROFO Escrow Agent, and (B) if there are two (2) ROFO Buyers, each ROFO Buyer shall fund its respective portion of the ROFO Closing Amount Due to the ROFO Escrow Agent, and (ii) the ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to pay the ROFO Seller the ROFO Final Price by wire transfer of immediately available funds as designated in the notice from ROFO Seller referred in Section 14.10(c).

(b) ROFO Seller and ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of the ROFO Assignment(s) to ROFO Seller and ROFO Buyer(s).

(c) ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities to the ROFO Seller.

(d) ROFO Seller and ROFO Buyer(s) will authorize and direct the ROFO Escrow Agent to deliver fully executed counterparts of all applicable ROFO Other Closing Documents to ROFO Seller and ROFO Buyer(s).

(e) ROFO Seller and ROFO Buyer(s) will each pay its own costs and expenses in connection with the transactions contemplated by these Interest Sale ROFO Provisions.

(f) Upon an early prepayment of any Debt of any Project Entity in accordance with Section 14.10(d), (i) the outstanding principal balance and accrued interest of such Debt shall be funded either by (A) replacement Debt Approved by the Partners (other than the ROFO Seller) as a Major Decision or (B) Additional Capital Contributions of the Partners (other than the ROFO Seller), pro rata based on the Partners’ Percentage Interests in the Company upon the consummation of the ROFO Closing, which Additional Capital Contributions must be Approved by the Partners (other than the ROFO Seller) as a Major Decision, (ii) without duplication of amounts described in the foregoing clause (i), any prepayment penalties or other costs or expenses of any prepayment or defeasance of the existing Debt

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shall be borne by the ROFO Seller and the ROFO Buyer(s), in each case pro rata based on such ROFO Seller’s or ROFO Buyer’s Percentage Interest relative to the aggregate Percentage Interests of all ROFO Sellers and ROFO Buyers, and (iii) without duplication of amounts described in the foregoing clause (i), the costs and expenses of incurring any replacement Debt (such as commitment fees, brokerage commissions, title costs and legal fees) shall be borne by an Additional Capital Contribution of the Partners (other than the ROFO Seller), pro rata based on the Partners’ Percentage Interests in the Company upon the consummation of the ROFO Closing, which Additional Capital Contributions must be Approved by the Partners (other than the ROFO Seller) as a Major Decision. At the parties’ election, the ROFO Buyer(s) may pay one hundred percent (100%) of the amounts described in the foregoing clause (ii) and receive a credit against the ROFO Closing Amount Due for the ROFO Seller’s share thereof.

14.14 ROFO Seller Default. A ROFO Seller shall be deemed to be a “ROFO Defaulting Seller” if the ROFO Seller shall fail to: (a) deliver the form ROFO Assignment(s) as provided for in Section 14.10(a); (b) deliver the wire transfer instructions as provided for in Section 14.10(c); (c) deliver the executed counterparts of the ROFO Other Closing Documents and closing instructions as provided for in Section 14.10(c); (d) authorize and direct the ROFO Escrow Agent to make the other deliveries after the ROFO Buyer(s) have funded the ROFO Closing Amount Due as provided for in Section 14.13 upon the ROFO Seller’s compliance with its obligations pursuant to these Interest Sale ROFO Provisions in all material respects; or (e) timely perform any other covenant of the ROFO Seller pursuant to these Interest Sale ROFO Provisions in all material respects.

14.15 ROFO Buyer Default.

(a) A ROFO Buyer shall be deemed to be a “ROFO Defaulting Buyer” if the ROFO Buyer shall fail to: (i) deliver the name and address of the ROFO Assignee as provided for in Section 14.10(a); (ii) deliver the ROFO Loan Guaranty Release(s) and/or ROFO Loan Guaranty Indemnities as provided for in Section 14.10(b); (iii) deliver the executed counterparts of the ROFO Other Closing Documents and closing instructions as provided for in Section 14.10(c); (iv) fund its portion of the ROFO Closing Amount Due as provided for in Section 14.13(a); (v) authorize and direct the ROFO Escrow Agent to pay the ROFO Final Price and make the other deliveries to the ROFO Seller as provided for in Section 14.13 upon the ROFO Buyer(s)’ compliance with its or their obligations pursuant to these Interest Sale ROFO Provisions in all material respects; or (vi) timely perform any other covenant of such ROFO Buyer pursuant to these Interest Sale ROFO Provisions in all material respects.

(b) If a ROFO Buyer is deemed to be in default under Section 14.15(a) (a “ROFO Buyer Default”) then the ROFO Seller shall, within five (5) Business Days after the scheduled ROFO Closing Date, deliver a notice to the ROFO Buyer(s) and the ROFO Escrow Agent (a “ROFO Buyer Default Notice”) providing the name(s) of the ROFO Buyer(s) deemed to be in default and specifying the default(s).

(c) If there is only one (1) ROFO Buyer at the time of the delivery of a ROFO Buyer Default Notice, then such ROFO Buyer shall have the right, for five (5) Business Days after receipt of a ROFO Buyer Default Notice, to cure all defaults (including to fund the entire ROFO Closing Amount Due

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(with any applicable additional ROFO Adjustments) and authorize and direct the ROFO Escrow Agent to pay the entire ROFO Final Price (with any applicable additional ROFO Adjustments) and make the other deliveries as provided for in Section 14.13).

(i) If such ROFO Buyer takes such curative actions, then the ROFO Closing will proceed by such fifth (5^th) Business Day after receipt of such ROFO Buyer Default Notice.

(ii) If such ROFO Buyer fails to take such curative actions within such five (5) Business Days, then: (A) such ROFO Buyer shall be deemed to be a ROFO Defaulting Buyer; (B) the provisions of Sections 14.16, 14.19 and 14.20 shall apply; and (C) the ROFO Escrow Agent shall so notify all of the Partners.

(d) If there were two (2) ROFO Buyers at the time of the delivery of a ROFO Buyer Default Notice and both were noted as being in default, then such ROFO Buyers (acting alone or together) shall have the right, for five (5) Business Days after receipt of such ROFO Buyer Default Notice, to cure all defaults (including to fund its ROFO Buyer Pro Rata Share of the entire ROFO Closing Amount Due, with any applicable additional ROFO Adjustments) and authorize and direct the ROFO Escrow Agent to pay the entire ROFO Final Price (with any applicable additional ROFO Adjustments) and make the other deliveries as provided for in Section 14.13).

(i) If both of the ROFO Buyers take such curative actions, then the ROFO Closing will proceed by such fifth (5^th) Business Day after receipt of such ROFO Buyer Default Notice.

(ii) If one of the ROFO Buyers takes such curative actions as to its own default alone, then: (A) the ROFO Buyer that did not take the curative action shall be deemed to be a ROFO Defaulting Buyer and (B) the ROFO Buyer that took the curative action shall have a further ten (10) Business Days to elect either:

(A) To be the sole ROFO Buyer, fund the balance of the ROFO Closing Amount Due and make any other appropriate deliveries as provided for in Section 14.13, in which case (A) the ROFO Seller shall consummate the ROFO Closing with such curing ROFO Buyer (and the ROFO Seller, the curing ROFO Buyer and the ROFO Escrow Agent shall amend any of the statements, documents, instruments and agreements that need to be modified to accommodate such restructured ROFO Closing); and (B) upon such ROFO Closing, that portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer shall be deemed liquidated damages paid by the ROFO Defaulting Buyer to the curing ROFO Buyer (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine); or

(B) To elect not to be a ROFO Buyer, in which case (A) the ROFO Escrow Agent shall release the portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer to the ROFO Seller (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine); (B) the ROFO Escrow Agent shall refund to the ROFO Buyer that took the

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curative action the portion of the ROFO Deposit that it funded; (C) the provisions of Sections 14.16, 14.19 and 14.20 shall apply; and (D) the ROFO Escrow Agent shall so notify all of the Partners.

(e) If: (i) there were two (2) ROFO Buyers at the time of the delivery of a ROFO Buyer Default Notice; (ii) only one (1) was noted as being in default in the ROFO Buyer Default Notice; and (iii) the ROFO Buyer that was noted as being in default failed to take the curative action as provided for in Section 14.15(c), then (A) the ROFO Seller shall notify such non-defaulting ROFO Buyer that the ROFO Defaulting Buyer failed to take the curative action and (B) the non-defaulting ROFO Buyer shall have the right, for ten (10) Business Days after receipt of such notice, to fund the ROFO Defaulting Buyer’s portion of the ROFO Closing Amount Due (with any applicable additional ROFO Adjustments) and cause the ROFO Escrow Agent to pay the ROFO Final Price (with any applicable additional ROFO Adjustments) and make the other deliveries as provided for in Section 14.13.

(i) If such non-defaulting ROFO Buyer takes such curative actions within such ten (10) Business Days, then (A) the ROFO Seller shall consummate the ROFO Closing with such ROFO Buyer (and the ROFO Seller, the curing ROFO Buyer and the ROFO Escrow Agent shall amend any of the statements, documents, instruments and agreements that need to be modified to accommodate such restructured ROFO Closing) and (B) upon such ROFO Closing, that portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer shall be deemed liquidated damages paid by the ROFO Defaulting Buyer to the curing ROFO Buyer that closed under the ROFO Contract (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine).

(ii) If such non-defaulting ROFO Buyer does not take such curative actions within such ten (10) Business Days, then (A) the ROFO Escrow Agent shall release the portion of the ROFO Deposit that was funded by the ROFO Defaulting Buyer to the ROFO Seller (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine); (B) the ROFO Escrow Agent shall refund to the non-defaulting ROFO Buyer the portion of the ROFO Deposit that it funded; (C) the provisions of Sections 14.16, 14.19 and 14.20 shall apply; and (D) the ROFO Escrow Agent shall so notify all of the Partners.

(f) Whenever in this Section 14.15 it is provided that all or any portion of the ROFO Deposit is to be funded to a Partner as liquidated damages, then in the event the recipient of such portion of the ROFO Deposit is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Buyer is the lender, such portion of the ROFO Deposit shall first be applied to repayment of the applicable Deficiency Loan Outstanding Amount.

14.16 Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing. If there is a ROFO Defaulting Buyer and no ROFO Closing, then: (a) intentionally omitted; (b) the ROFO Defaulting Buyer(s) shall reimburse the ROFO Seller for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Seller in connection with the exercise of the rights of the ROFO Seller

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under these Interest Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Buyer(s) of an invoice for same, the ROFO Defaulting Buyer(s) being responsible for its/their ROFO Buyer Pro Rata Share of such expenses (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Seller to the ROFO Defaulting Buyer(s) made as of the tenth (10^th) Business Day after receipt of such invoice); (c) if the ROFO Buyer(s) is/are an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6; and (d) the provisions of Sections 14.19 and 14.20 shall apply. The remedies expressly set forth in this Section 14.16 and elsewhere in these Interest Sale ROFO Provisions are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.

14.17 Remedies For a ROFO Seller Default.

(a) If the ROFO Seller is deemed to be in default under Section 14.14 (a “ROFO Seller Default”), then: (i) the ROFO Buyer(s) shall have the right to receive a return of its/their ROFO Pro Rata Deposit Amount (plus interest) from the ROFO Escrow Agent; (ii) the ROFO Defaulting Seller shall reimburse the ROFO Buyer(s) for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Buyer(s) in connection with the exercise of the rights of the ROFO Buyer(s) under the Interest Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Seller of an invoice for same (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Buyer(s) Seller to the ROFO Defaulting Seller made as of the tenth (10^th) Business Day after receipt of such invoice(s)); and (iii) if the ROFO Seller is an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6.

(b) In addition to and not in limitation of the foregoing, if (i) a ROFO Buyer (or the ROFO Buyers, acting jointly) deliver a notice to the ROFO Defaulting Seller within thirty (30) days after the scheduled ROFO Closing Date advising the ROFO Defaulting Seller that the ROFO Buyer(s) is/are ready, willing and able to close and (ii) the ROFO Defaulting Seller shall nevertheless fail to perform its obligations to consummate the ROFO Closing within such thirty (30) days, then: (A) such ROFO Buyer(s) shall have the right to commence a Proceeding against ROFO Seller to specifically enforce the obligations of ROFO Seller to close under the ROFO Contract and (B) the ROFO Final Price will be ninety-five percent (95%) of what the defaulting ROFO Defaulting Seller’s ROFO Final Price would have been had the ROFO Closing taken place on the ROFO Closing Date. If specific performance of the obligations of ROFO Seller is not available, then the ROFO Seller shall owe to each ROFO Buyer, as a Deficiency Loan, an amount equal to the product of (x) such ROFO Buyer’s ROFO Buyer Pro Rata Share and (y) five percent (5%) of the ROFO Final Price (which amount shall be deemed liquidated damages, actual damages under such circumstances being difficult if not impossible to determine).

(c) If a ROFO Buyer is entitled to acquire all or a portion of the ROFO Defaulting Seller’s Partnership Interest at a discounted price as provided in clause (B) of Section 14.17(b), then in the event such ROFO Buyer is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Seller is the lender, such discounted price shall not be available (and the ROFO Final Price payable by such ROFO Buyer shall be one hundred percent (100%) of such ROFO Buyer’s ROFO Buyer Pro Rata Share of what the defaulting ROFO Defaulting Seller’s ROFO Final Price would have been had

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the ROFO Closing taken place on the ROFO Closing Date) unless an equal amount of the applicable Deficiency Loan Outstanding Amount is repaid simultaneously with the ROFO Closing. If a ROFO Buyer is entitled to liquidated damages from a ROFO Defaulting Seller pursuant to the last sentence of Section 14.17(b), then in the event such ROFO Buyer is the borrower under a Deficiency Loan pursuant to which the ROFO Defaulting Seller is the lender, such liquidated damages shall first be applied to repayment of the applicable Deficiency Loan Outstanding Amount.

(d) The remedies expressly set forth in this Section 14.17 and elsewhere in these Interest Sale ROFO Provisions are intended to be the Partners’ sole and exclusive remedies for a ROFO Seller Default.

14.18 Tax Cooperation. With respect to a disposition of CPP/LP’s Partnership Interest under these Interest Sale ROFO Provisions, such disposition shall be subject to the cooperation provisions of Section 6.20 subject to the limitations and conditions set forth therein.

14.19 Right to Transfer Interests After a ROFO Offer Notice is Delivered.

(a) If (i) both (or the only) ROFO Offeree(s) deliver (or are deemed to deliver) a ROFO No Buy Response as described in Section 14.6(d); (ii) either there was only one (1) ROFO Buyer and such ROFO Buyer failed to fund the ROFO Deposit or there were two (2) ROFO Buyers and each failed to fund its ROFO Pro Rata Deposit Amount as described in Section 14.8(c); (iii) the funding ROFO Buyer rescinds its ROFO Buy Response and delivers a ROFO No Buy Response within such three (3) Business Days as described in Section 14.8(d)(ii); or (iv) there is a ROFO Buyer Default as described in Section 14.16, then the ROFO Offeror shall have the right to consummate a Permitted Transfer of its entire Partnership Interest for a period of one (1) year from and after the date of the ROFO Offer Notice, subject, however, to the continued application of the requirements for a Permitted Transfer other than the provisions of Sections 14.4 through and including Section 14.18.

(b) Notwithstanding the provisions of Section 14.19(a), if a ROFO Offeror fails to consummate a Permitted Transfer one (1) year from and after the date of the ROFO Offer Notice, then (i) the ROFO Offeror shall have no right to consummate such proposed Transfer without delivering a new ROFO Offer Notice to the other Partners and (ii) the provisions of Sections 14.4 through and including Section 14.18 shall apply to any such proposed Transfer.

(c) Notwithstanding the provisions of Section 14.19(a), if the actual all cash price a Permitted Transferee is prepared to pay and the ROFO Offeror is prepared to accept for the ROFO Offeror’s Partnership Interest shall be less than ninety six percent (96%) of the ROFO Estimated Price set forth in the applicable ROFO Offer Notice, then (i) the ROFO Offeror shall have no right to consummate such proposed Transfer without delivering a new ROFO Offer Notice to the other Partners and (ii) the provisions of Sections 14.4 through and including Section 14.18 shall apply to any such proposed Transfer.

14.20 Permitted Transfers. Upon satisfaction of the provisions in Sections 14.4 through and including Section 14.18, a Partner shall have the right to consummate a Transfer of all (but not part of) such Partner’s Partnership Interest (each, a “Permitted Transfer”) subject to the following conditions precedent to the closing of the proposed Permitted Transfer (the “Permitted Transfer Closing”).

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(a) Not less than two (2) Business Days prior to the Permitted Transfer Closing, the proposed transferee must execute and deliver in escrow to the other Partners a statement, certified as being true and correct by either a principal or senior executive of the proposed Permitted Transferee, that: (i) restates of all of the representations and warranties made by the proposed transferring Partner (or its predecessor in interest) pursuant to Article XI of this Agreement; (ii) represents and warrants (A) the consideration being paid for the Partnership Interest and (B) that the consideration is being made on an “all cash” basis; (iii) represents and warrants that (A) if the Class C LP and/or the Class D LP is the transferring Partner, the same proposed Permitted Transferee is acquiring the entire Class C Interest or the entire Class D Interest, as applicable, and (B) if the A/B Partners are the transferring Partners, the same proposed Permitted Transferee (or its Affiliate) is acquiring the entire Class A Interest, the entire Class B Interest and (unless otherwise directed by the Class D LP) the Class A Partner’s Holdco Series B Preferred Units; and (iv) represents and warrants that the Transfer Restrictions have been satisfied.

(b) Prior to or upon the Permitted Transfer Closing, either (i) any outstanding balance of any Deficiency Loan owed by the proposed transferring Partner to any other Partner shall be paid in full, or (ii) the Permitted Transferee will acquire the transferring Partner’s Partnership Interest subject to the outstanding balance of the Deficiency Loan Outstanding Amounts owed by the transferring Partner as provided by Section 3.5(c).

(c) Not less than two (2) Business Days prior to the Permitted Transfer Closing, the proposed transferring Partner and the proposed Permitted Transferee shall deliver in escrow to the remaining Partners a written notice executed by any Lender to any then extant Debt of the Project Entities or other reasonable evidence that (i) the Lender has consented to the proposed Transfer and the admission of the proposed Permitted Transferee as a Partner of the Company, or such consent is not required, and (ii) the proposed Transfer does not constitute a default (or an event which, after the giving of notice and/or passage of time, would constitute a default) under the terms of the applicable Debt Documents.

(d) Not less than two (2) Business Days prior to the Permitted Transfer Closing, the proposed transferring Partner and the proposed Permitted Transferee shall execute and deliver in escrow to the remaining Partners an assignment of Partnership Interest from the proposed transferring Partner to the proposed Permitted Transferee pursuant to which (i) the proposed Permitted Transferee assumes of all of the obligations, liabilities and responsibilities of the Partnership Interest to be assigned under this Agreement (whether arising from acts that occurred prior to or subsequent to the date of the assumption), (ii) the Company and the other Partners are included as direct third party beneficiaries of such assumption, and (iii) otherwise reasonably satisfactory to the remaining Partners.

(e) Not less than two (2) Business Days prior to the Permitted Transfer Closing, the proposed transferring Partner and the proposed Permitted Transferee shall execute and deliver in escrow to the remaining Partners such other documents, instruments and certificates as the remaining Partners may reasonably deem necessary or appropriate in connection with the proposed Permitted Transfer.

(f) Prior to or upon the Permitted Transfer Closing, the proposed transferring Partner and the proposed Permitted Transferee shall have paid all costs and expenses arising from, out of or in connection with such proposed Permitted Transfer that could or might be imposed upon the Company, any other Project Entity or any portion of the Project Assets (including any actual third party costs and expenses incurred by the Company).

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14.21 Restraining Order/Specific Performance/Other Remedies. The Partners agree that, in the event of a Transfer Breach (and in view of the complexities and uncertainties in measuring the actual damages that would/might be sustained by reason of a Transfer Breach and the uniqueness of each Partner’s business and the relationship of the Partners): (i) in addition to all any and all other rights and remedies available to the other Partners, any Partner shall be entitled to a decree or order specifically restraining, enjoining and/or unwinding such Transfer Breach; (ii) damages at law shall be an inadequate remedy for a Transfer Breach; and (iii) the breaching Partner shall not plead in defense that there is an adequate monetary remedy at Law.

14.22 Section 754 Election. Upon a Transfer of the entire Partnership Interest of a Partner, the withdrawing Partner, the remaining Partner or the Permitted Transferee may request that the Company shall file an election pursuant to Section 754 of the IRS Code to adjust the basis of Company property in the manner provided in Section 743 of the IRS Code. If the requesting party is the withdrawing Partner or the Permitted Transferee, then the Permitted Transferee shall pay the costs and expenses of such election.

14.23 Release of Liability. In the event any Partner shall Transfer its entire Partnership Interest (other than in a sale of the Project Assets or the entire Partnership Interests of all Partners) in compliance with the provisions of this Agreement without retaining any interest therein, directly or indirectly, then the withdrawing Partner shall be relieved of any further liability arising hereunder for events occurring from and after the date of such Transfer.

END OF ARTICLE XIV

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ARTICLE XV

DEFAULTS

15.1 Defaulting Partner. A Partner shall be in default of its obligations and responsibilities under this Agreement (a “Defaulting Partner”) if it is determined in accordance with the provisions of Section 15.4 that any of the following events (a “Default”) has occurred and (if cure is permitted by Section 15.3) remains uncured (it being agreed that a Default by either A/B Partner shall result in both A/B Partners being Defaulting Partners):

(a) if such Partner withdraws from the Company in violation of this Agreement;

(b) if such Partner (or any Holdco Director or Holdco Officer that is an Affiliate of such Partner) (i) has committed fraud, willful misconduct, gross negligence, misappropriation of funds, breach of the implied contractual covenant of good faith and fair dealing or a material breach of this Agreement or the Holdco LLC Agreement, in each case, either (x) in connection with its actions as a Partner under this Agreement (including, in the case of General Partner, actions in its capacity as General Partner); or (y) with respect to fraud, willful misconduct or gross negligence, whether or not in connection with its actions as a Partner under this Agreement but having a material adverse effect on the Company, the other Project Entities and/or the other Partners; or (ii) has committed a Transfer Breach;

(c) if a Bankruptcy Event shall occur with respect to any Partner or any general partner of a Partner;

(d) with respect to the A/B Partners, the aggregate of all Deficiency Amounts the A/B Partners (and their permitted successors and assigns) have failed to fund is equal to $20,000,000 or more and such Deficiency Amounts shall remain unpaid by the A/B Partners for more than five (5) Business Days;

(e) with respect to the Class C LP, the aggregate of all Deficiency Amounts the Class C LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class C LP for more than five (5) Business Days; and

(f) with respect to the Class D LP, the aggregate of all Deficiency Amounts the Class D LP (and its permitted successors and assigns) has failed to fund is equal to $10,000,000 or more and such Deficiency Amounts shall remain unpaid by the Class D LP for more than five (5) Business Days.

15.2 Defaulting Partner. From and after the occurrence of a Default determined in accordance with the provisions of Section 15.4 by a Defaulting Partner, (a) the Defaulting Partner shall no longer have the right to approve or disapprove any Major Decisions; (b) if the Defaulting Partner is General Partner, such Defaulting Partner may be removed as General Partner in accordance with Section 6.14); and (c) if the Defaulting Partner is an Unaffiliated LP, such Partner shall no longer be a GHMA Eligible LP. Without the approval of the other Partners entitled to vote on Major Decisions, except as provided in Section 15.3, a Defaulting Partner shall have no right to cure a Default by such Defaulting Partner even if the circumstances underlying the Default have ceased to exist.

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15.3 Opportunity to Cure Certain Defaults. A Partner shall not be in Default with respect to a matter described in Section 15.1(b)(i) if (a) the action or inaction giving rise to such Default was committed exclusively by an employee of Partner or its Affiliate who is not an executive, principal, senior officer or director of the Partner or such Affiliate; (b) such employee is immediately terminated or removed from any involvement regarding the Project; (c) such action or inaction occurred without the knowledge or consent of or at the direction of any executive, principal, senior officer or director of the Partner or its Affiliate; and (d) within five (5) Business Days after written notice from any other Partner delivered pursuant to Section 15.4(a) (in the case of a monetary breach) or within thirty (30) days after written notice from any other Partner delivered pursuant to Section 15.4(a) (in the case of a nonmonetary breach) (which thirty (30) day period shall be extended to the extent reasonably necessary, but in no event for more than an additional sixty (60) days, so long as the applicable Partner promptly commences the cure of such breach and diligently pursues such cure to completion), such Partner cures such action or inaction and provides financial compensation for any actual losses or damages suffered by the Company, the other Project Entities and the other Partners as a consequence of such action or inaction.

15.4 Notice, Opportunity to Cure and Arbitration of Default Allegation.

(a) If a Partner alleges that another Partner has committed a Default, the alleging Partner shall deliver a notice specifying with particularity the nature of the alleged Default. The Partner that receives such a notice shall, within ten (10) Business Days after receipt of such notice from the alleging Partner, deliver a response notice stating whether the Partner alleged to have committed the Default (i) disagrees with the allegations and/or (ii) if the Default is with respect to a matter described in Section 15.1(b)(i) that is permitted to be cured pursuant to Section 15.3, that such Partner has cured or will timely commence and thereafter diligently complete curative action.

(b) If the Partner alleged to be in Default does not agree with the allegation(s) set forth in the notice or if the Partner alleging a Default does not agree that the matter has been resolved (or believes that the matter is not permitted to be resolved) pursuant to Sections 15.3 and 15.4(a), then the provisions of Section 6.8 shall apply.

(c) If the Designated Senior Executives do not agree that the matter has been fully resolved within ten (10) Business Days after they first discussed such matter, then the matter shall be deemed to be a dispute (a “Dispute”).

(d) If a matter is deemed to be a Dispute, then the alleging Partner shall have the right, at any time within thirty (30) days after the matter is deemed to be a Dispute, to commence an arbitration proceeding pursuant to this Section 15.4 to determine whether such Default was committed and remains uncured pursuant to Sections 15.3 and 15.4(a). All Disputes regarding the occurrence of a Default shall be (i) subject to the applicable standards and burden of proof as provided for in Section 6.13(d)

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(including, if applicable, the burden of proving that the matter remains uncured) and (ii) resolved by binding arbitration administered by JAMS pursuant to the JAMS Comprehensive Arbitration Rules & Procedures (the “JAMS Rules”).

(e) The Partners agree that: (i) the legal seat and place of arbitration shall be New York, New York or Wilmington, Delaware; (ii) the language of the arbitration shall be English; and (iii) the number of arbitrators shall be three (3) (the “Arbitration Panel”), with one arbitrator to be nominated by the claimant and one (1) to be nominated by the respondent. The claimant shall nominate its arbitrator within ten (10) days after it commences arbitration and the respondent shall nominate its arbitrator within twenty (20) days after the commencement of arbitration. The third arbitrator, who shall be the chairperson of the Arbitration Panel, shall be nominated by the two (2) appointed arbitrators within twenty (20) days after the respondent’s arbitrator is nominated. If any of the three (3) arbitrators is not nominated within the time prescribed above, such arbitrator(s) shall be appointed in accordance with the JAMS Rules.

(f) The Partners hereby elect to use the expedited procedures set forth in Rule 16.1 and Rule 16.2 of the JAMS Rules. In the event of a conflict between the provisions of this Section 15.4 and the JAMS Rules, the provisions of this Section 15.4 shall prevail.

(g) The Arbitration Panel shall issue its final decision as promptly as is reasonably practicable and in any event within three (3) months of the appointment of the third arbitrator; provided, however, that if the Arbitration Panel determines that it is unable despite its best efforts to meet such time limit consistent with its primary duty to justly determine the Dispute, it may extend such time limit in one (1) month increments.

15.5 Further Actions. The Defaulting Partner (once established pursuant to the procedures of this Section 15.4) will cooperate with the other Partner and act in good faith to execute any and all documents reasonably necessary to effectuate the actions contemplated by this Article XV.

END OF ARTICLE XV

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ARTICLE XVI

NOTICES

16.1 In Writing; Address.

(a) All notices, demands, approvals, consents, reports and other communications provided for in this Agreement shall be: (i) in writing; (ii) given by a method prescribed in Section 16.1(c); and (iii) be given to the Partner to whom it is addressed at the address set forth below or at such other address(es) as such party hereto may hereafter specify by at least fifteen (15) days’ prior written notice.

To the A/B Partners:	To each of the A/B Partners’ Representatives at the address(es) listed on Schedule A
with respect to all matters other than requests for Approval of Major Decisions, with a courtesy copy (which shall not constitute notice hereunder) to:	Parkway, Inc. 390 North Orange Avenue, Suite 2400 Orlando, Florida 32801 Attention: A. Noni Holmes-Kidd, Vice President and General Counsel Telephone: E-mail:
and to:	Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019 Attention: Mitchell Lubart, Esq. Telephone: E-mail:
To the Class C LP:	To the Class C LP’s Representative and Observer at their respective addresses listed on Schedule A
with respect to all matters other than requests for Approval of Major Decisions, with a courtesy copy (which shall not constitute notice hereunder) to:	Paul Hastings LLP 695 Town Center Drive, 17th Floor Costa Mesa, California 92626 Attention: John F. Simonis, Esq. Telephone: E-mail:

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To the Class D LP:	To the Class D LP’s Representative at the address listed on Schedule A
with respect to all matters other than requests for Approval of Major Decisions, with a courtesy copy (which shall not constitute notice hereunder) to:	Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Attention: Arthur S. Adler Telephone: E-mail:

(b) Any party hereto may change the address(es) to which notice may be delivered hereunder by the giving of written notice thereof to the other Partners as provided in Section 16.1(c).

(c) Such notice or other communication may only be delivered: (i) by United States certified mail, return receipt requested, postage prepaid, deposited in a United States post office or a depository for the receipt of mail regularly maintained by the Post Office; (ii) by hand with receipt acknowledged by signature of a person at the office or location of delivery; (iii) by nationally recognized overnight courier which maintains evidence of receipt; or (iv) by electronic mail delivery in the portable document format (pdf) facsimile, with receipt of delivery confirmed by the recipient (other than by an automatically generated response). Any notices, demands, consents or other communications shall be deemed given when received at the address for which such party has given notice in accordance with the provisions hereof. Notwithstanding the foregoing, no notice or other communication shall be deemed ineffective because of refusal of delivery to the address specified for the giving of such notice in accordance herewith. Notice shall be effective only upon receipt or refusal of receipt after delivery in accordance with the methods hereinabove set forth in this Section 16.1.

END OF ARTICLE XVI

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ARTICLE XVII

MISCELLANEOUS

17.1 Additional Documents and Acts. In connection with this Agreement, as well as all transactions contemplated by this Agreement, each Partner agrees to execute and deliver such additional documents and instruments, and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement, and all such transactions.

17.2 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

17.3 Entire Agreement. Except for the Contribution Agreement, this Agreement contains all of the understandings and agreements of whatsoever kind and nature existing between the parties hereto with respect to this Agreement and the rights, interests, understandings, agreements and obligations of the respective parties pertaining to the formation and continuing operations of the Company. Representatives of all parties have participated equally in the negotiation and drafting of this Agreement, and accordingly, this Agreement shall not be more strictly construed against any party hereto on account of the role played by such party’s representative in the negotiation and drafting hereof.

17.4 References to this Agreement. Numbered or lettered Articles and Sections herein contained refer to Articles and Sections of this Agreement unless otherwise expressly stated.

17.5 Headings. All headings herein are inserted only for convenience and ease of reference and are not to be considered in the construction or interpretation of any provision of this Agreement.

17.6 Binding Effect. Except as herein otherwise expressly stipulated to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective heirs, legal representatives, successors and permitted assigns.

17.7 Counterparts. This Agreement may be executed in a number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement.

17.8 Amendments. Except as otherwise expressly provided for herein, this Agreement may not be amended, altered or modified except by a written instrument signed by each of the Partners.

17.9 Estoppel Certificates. Each Partner agrees, upon written demand of any other Partner, to execute and deliver to the other Partners, within fifteen (15) Business Days after such demand (which demand shall make reference to such fifteen (15) Business Day response period), a certificate stating that this Agreement is unmodified and in full force and effect (or, if this Agreement has been modified, that the same is in full force and effect as modified and stating such modifications); whether or not, to the best of the knowledge of such Partner, there exists any material default hereunder and if so, specifying the details of such default; and such other matters as the requesting Partner may reasonably request.

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17.10 Exhibits. All Exhibits attached hereto are made a part hereof by this reference.

17.11 Severability. Every provision of this Agreement is hereby declared to be independent of, and separable from, every other provision of this Agreement. If any such provisions shall be held to be invalid or unenforceable, that holding shall be without effect upon the validity or enforceability of any other provision of this Agreement. It is the intention of the parties hereto that in lieu of each provision of this Agreement which is determined to be invalid or unenforceable, there shall be added, as part of this Agreement, such an alternative Section or provision as may be valid or enforceable but otherwise as close to the applicable original provision as possible.

17.12 Waiver; Modification. Failure by any Partner to insist upon or enforce any of its rights shall not constitute a waiver thereof, and nothing shall constitute a waiver of such Partner’s right to insist upon strict compliance with the provisions hereof. Any Partner may waive the benefit of any provision or condition for its benefit contained in this Agreement.

17.13 Third Party Beneficiaries. This Agreement is made solely and specifically between and for the benefit of the parties hereto, and their respective successors and assigns subject to the express provisions hereof relating to successors and assigns, and no other person or party shall have any rights, interest, or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

17.14 Herein. Wherever used in this Agreement, the words “herein”, “hereof” or words of similar import shall be deemed to refer to this Agreement in its entirety and not to a specific section unless otherwise stated.

17.15 Including. Wherever used in this Agreement, the word “including” shall be deemed to mean “including, without limitation”.

17.16 Or. Wherever used in this Agreement, the word “or” shall be deemed not to be exclusive.

17.17 Cost of Counsel. In any Proceeding between the parties to enforce any of the provisions of this Agreement or any right of any party under this Agreement (or in any arbitration proceeding pursuant to Section 15.4), if such Proceeding is prosecuted to judgment, then in addition to any other remedy, the unsuccessful party shall pay to the prevailing party all costs and expenses, including reasonable attorneys’ fees and expenses and the fees and expenses of the arbitrators, incurred therein by the prevailing party or the Company in connection with such Proceeding.

17.18 Time of Essence. Time is the essence of each and every provision of this Agreement.

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17.19 Deadlines. Except for the effective date of the CTB Election, if a date on which any party is required to take any action under the terms of this Agreement is not a Business Day, the action may be taken on the next succeeding Business Day without penalty.

17.20 Confidentiality.

(a) General. Except as provided otherwise in this Section 17.20, each Partner, for the benefit of each other Partner, hereby agrees that such Partner will not, and will not permit any of its Affiliates, employees or representatives to, publicly announce or disclose, or cause or permit to be publicly announced or disclosed, in any manner whatsoever, the terms, conditions or substance of this Agreement or the transactions contemplated herein, without first obtaining the consent of each other Partner. In addition, each Partner shall, and shall cause its Affiliates, employees and representatives to, keep strictly confidential this Agreement, the transactions contemplated hereby, and the terms and conditions hereof, and all matters relating thereto, as well as all information relating to any other Partner, the Company and the other Project Entities, and the Project Assets, as applicable.

(b) Disclosure Parties. It is understood and agreed that the foregoing shall not (i) preclude a Partner or its Affiliate from issuing a press release announcing the closing of the transaction as and to the extent permitted by the Contribution Agreement, (ii) preclude any Partner or its Affiliate from (A) sharing information relating to the Company, the other Project Entities and the Project Assets, on a confidential basis with such Partner’s or Affiliate’s attorneys, accountants, professional consultants, advisors, financial advisors, rating agencies, investors, potential lenders, actual or potential transferees or assignees or (in CPP/LP’s and TIAA/LP’s case) actual or potential designees pursuant to Sections 14.10(e) and 14.10(f) (collectively, “Disclosure Parties”), as the case may be, or (B) disclosing any information otherwise deemed confidential under this Section 17.20 in connection with any disclosures in filings required by the Securities Exchange Commission or any stock exchange (and any associated press releases) and customary disclosures on investor/earnings calls or earnings releases or customary disclosures to beneficiaries (or the operation of the business of a Partner, the Company, any other Project Entity or the Project Assets), (iii) prevent any Partner or its Affiliate from complying with applicable laws, including governmental regulatory, disclosure, tax and reporting requirements, or applicable internal reporting and disclosure policies, (iv) prevent CPP/LP from providing required or requested reports to the Minister of Finance and the Parliament of Canada on the operations of CPP/LP and its Affiliates and making disclosures at related public meetings, or prevent CPP/LP’s directors, officers, employees and agents from providing to CPP/LP’s auditor and special examiner all information and documents that may be requested by them, or (v) prevent any Partner or its Affiliate from disclosing information that (A) is or becomes available to that Partner or its Affiliate on a non-confidential basis from a source other than another Partner or its Disclosure Parties, provided that such other source is not bound by a confidentiality obligation or is otherwise prohibited from disclosing the information, (B) is or becomes generally available to the public (other than as a result of a breach by such Partner or its Disclosure Parties of this Agreement), (C) is independently developed by such Partner or its Affiliate without use of any information deemed confidential under this Section 17.20 or (D) was in such Partner’s or its Affiliate’s possession prior to it being furnished to such Partner by or on behalf of another Partner or its Disclosure Parties, provided that such other source is not bound by a confidentiality obligation.

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(c) Remedies. In addition to any other remedies available to a Partner, such Partner shall each have the right to seek equitable relief, including injunctive relief or specific performance, against another Partner or its Disclosure Parties in order to enforce the provisions of this Section 17.20.

(d) Survival; Conflicts. Notwithstanding any other provision of this Agreement, the provisions of Section 17.20 shall survive the termination of this Agreement. In the event of any conflict between the provisions of this Section 17.20 and of Section 11.21 of the Holdco LLC Agreement, on the one hand, and of Section 5.02 of the Contribution Agreement, on the other hand, the former shall control.

17.21 Governing Law. The terms and provisions of this Agreement and the rights, remedies, liabilities and obligations of the parties hereunder shall be governed by, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of laws.

17.22 Jurisdiction; Choice of Forum. Each party hereby irrevocably: (a) submits to the exclusive jurisdiction of the Delaware Court of Chancery sitting in New Castle County in any Proceeding arising out of or relating to this Agreement, the relations between the parties and any matter, action or transaction contemplated hereby; (b) agrees that such court in which a proceeding arising out of or relating to this Agreement, the relations between the parties with any matter, action or transaction contemplated hereunder “first commenced” shall have exclusive jurisdiction over such Proceedings; (c) waives the defense of inconvenient forum to the maintenance and continuation of such Proceedings; (d) consents to the service of any and all process in any such Proceedings by the mailing of copies (certified mail, return receipt requested and postage prepaid) of such process to them at their addresses specified in Section 16.1 and (e) agrees that a final and non-appealable judgment rendered by a court of competent jurisdiction in any such Proceedings shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

17.23 WAIVER OF JURY TRIAL. EACH PARTNER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT OR PROCEEDING RELATING TO ANY DISPUTE ARISING OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALSO INVOLVE OTHER PERSONS).

[Signature pages follow.]

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IN WITNESS WHEREOF, the Partners have caused this Agreement to be signed, sealed and delivered through their respective authorized signatories the day and year first above written.

PKY GWP JV GP, LLC, a Delaware limited liability company
By:	Parkway Operating Partnership LP, its sole member
	By:	Parkway Properties General Partners, Inc., its General Partner
		By:	/s/ Scott E. Francis
			Name:	Scott E. Francis
			Title:	Executive Vice President, Chief Financial Officer and Chief Accounting Officer
		By:	/s/ A. Noni Holmes-Kidd
			Name:	A. Noni Holmes-Kidd
			Title:	Vice President and General Counsel
PKY GWP JV LP, LLC, a Delaware limited liability company
By:	Parkway Operating Partnership LP, its sole member
	By:	Parkway Properties General Partners, Inc., its General Partner
		By:	/s/ Scott E. Francis
			Name:	Scott E. Francis
			Title:	Executive Vice President, Chief Financial Officer and Chief Accounting Officer
		By:	/s/ A. Noni Holmes-Kidd
			Name:	A. Noni Holmes-Kidd
			Title:	Vice President and General Counsel

[Signatures continued on following page]

PERMIAN INVESTOR LP, a Delaware limited partnership
By:	Permian Investor GP LLC, a Delaware limited liability company, its general partner
	By:	/s/ Michael Fisk
		Name:	Michael Fisk
		Title:	Authorized Signatory
	By:	/s/ Brett Bossung
		Name:	Brett Bossung
		Title:	Authorized Signatory

[Signatures continued on following page]

CPPIB US RE-A, Inc., a corporation organized under the laws of Ontario
By:	/s/ Peter Ballon
	Name:	Peter Ballon
	Title:	Authorized Signatory
By:	/s/ Graeme Eadie
	Name:	Graeme Eadie
	Title:	Authorized Signatory

EXHIBIT 1

FORM OF ROFO ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made this      day of             , 20    , by and among (a) PKY GWP JV GP, LLC, a Delaware limited liability company (“PKY/GP”) and PKY GWP JV LP, LLC, a Delaware limited liability company (“PKY/LP”, for all purposes under this Escrow Agreement, collectively, jointly and severally, “PKY”); (b) Permian Investor LP, a Delaware limited partnership (“TIAA/LP”); (c) CPPIB US RE-A, Inc., a corporation organized under the laws of Ontario (“CPPIB/LP”)¹; and (d) Commonwealth Land Title Insurance Company (“CLTIC” or “ROFO Escrow Agent”).

WITNESSETH:

WHEREAS, PKY/GP, PKY/LP, TIAA/LP and CPPIB/LP² are parties to that certain Amended and Restated Limited Partnership Agreement of GWP JV Limited Partnership (the “Company”), dated as of April 17, 2017 (as the same may be amended from time to time, the “LP Agreement”) attached hereto as Exhibit 1.

WHEREAS, [                     [and                     ]] [is the] [are both a] ROFO Seller (all capitalized terms used herein and not defined have the meaning provided for in the LP Agreement) and [                     [and                     ]] [is the] [are both a] ROFO Buyer under Article [IX] [XIV] of the LP Agreement.³

WHEREAS, [PKY] [TIAA/LP] [CPPIB/LP], as a ROFO Buyer, is obligated to deposit an amount equal to          Dollars ($        ) as its ROFO Buyer Pro Rata Share of the ROFO Deposit [and [PKY] [TIAA/LP] [CPPIB/LP], as a ROFO Buyer, is obligated to deposit an amount equal to          Dollars ($        ) as its ROFO Buyer Pro Rata Share of the ROFO Deposit]. ⁴

WHEREAS, ROFO Seller(s), ROFO Buyer(s) and ROFO Escrow Agent have agreed that ROFO Escrow Agent will hold and disburse the ROFO Deposit in accordance with the terms of this Escrow Agreement.

¹  To Be Modified as Applicable (“TBM”) by deletion of Partner who is not a ROFO Seller or a ROFO Buyer and/or by substitution of name of any Partner’s assignee.

²  TBM by deletion of Partner who is neither a ROFO Seller nor a ROFO Buyer.

³  TBM because: (a) any Partner can act individually as the ROFO Seller; (b) TIAA/LP and CPPIB/LP can act jointly as the ROFO Sellers; (c) any Partner can act individually as the ROFO Buyer; and (d) any two (2) Partners can act as the ROFO Buyers.

⁴  TBM.

Ex. 1-i

NOW THEREFORE, the parties agree to the following:

1. Engagement of CLTIC as ROFO Escrow Agent. PKY, TIAA/LP and CPPIB/LP⁵ hereby engage CLTIC to serve as the ROFO Escrow Agent with respect to the ROFO Deposit and ROFO Escrow Agent hereby accepts such engagement.

2. Delivery of ROFO Deposit. [Each] ROFO Buyer shall deliver its ROFO Buyer Pro Rata Share of the ROFO Deposit to ROFO Escrow Agent pursuant to the wire transfer instructions attached hereto as Exhibit 2.⁶ ROFO Escrow Agent shall, within one (1) Business Day after receipt of any ROFO Deposit funds, notify [each] ROFO Buyer and [each] ROFO Seller [(and, if there is any Partner that is neither a ROFO Buyer nor a ROFO Seller, such other Partner, at the address set forth in Section 11)] of its receipt thereof, the identity of the ROFO Buyer depositing such funds and the amount thereof.

3. Establishment of Escrow. ROFO Escrow Agent shall (a) deposit, hold, invest and disburse the ROFO Deposit[(s)] for the benefit of [each of] the ROFO Seller[s] and [each of] the ROFO Buyer[s] and their respective successors and assigns and (b) provide written notice to [each of] the ROFO Seller[s] and [each of] the ROFO Buyer[s] promptly following ROFO Escrow Agent’s receipt of the ROFO Buyer Pro Rata Share of the ROFO Deposit from [each of] the ROFO Buyer[s].⁷

4. Investment of ROFO Deposit. All funds received by ROFO Escrow Agent shall be held in a segregated bank account at Bank of America, N.A., bearing interest at the rate determined by Bank of America, N.A., and all interest accruing thereon shall be paid to the party entitled to the ROFO Deposit (or portions thereof) under the terms of this Escrow Agreement. Upon ROFO Escrow Agent’s request, as applicable, [each of] the ROFO Seller[s] and/or [each of] the ROFO Buyer[s] will execute the appropriate Internal Revenue Service documentation for the giving of taxpayer identification information relating to the account in which the ROFO Deposit is deposited. None of the ROFO Escrow Agent, the ROFO Seller[s] or the ROFO Buyer[s] shall be liable or responsible for any loss resulting from any investment or reinvestment made pursuant to this Section 4. Any ROFO Buyer or ROFO Seller may, in its sole discretion, direct that accrued interest to which it is entitled hereunder shall be paid over to any other ROFO Buyer or ROFO Seller and, in such event, such other ROFO Buyer or ROFO Seller agrees to be responsible for payment of any and all taxes relating to such accrued interest.

⁵  TBM (see footnote # 1).

⁶  TBM (see footnote # 3).

⁷  TBM (see footnote # 3).

Ex. 1-ii

5. Application of ROFO Deposit.

(a) ROFO Escrow Agent shall hold the ROFO Deposit (or portions thereof) as provided above and shall continue to hold and shall disburse the ROFO Deposit (or portions thereof) in accordance with the terms of the LP Agreement.

(b) Notwithstanding the foregoing, if ROFO Escrow Agent receives a request or direction (a “Disbursement Request”) from any ROFO Seller and/or ROFO Buyer (as applicable, a “Requesting Party” or the “Requesting Parties”) to disburse all or any portion of the ROFO Deposit pursuant to the LP Agreement, then ROFO Escrow Agent shall, on or before the date that is five (5) Business Days after ROFO Escrow Agent’s receipt of such Disbursement Request, deliver written notice (a “Disbursement Request Notice”) of its receipt of such Disbursement Request to each other party to this Escrow Agreement (each such other party or parties, the “Noticed Party” or “Noticed Parties”).

(c) If, within ten (10) Business Days after receipt of a Disbursement Request Notice by a Noticed Party, such Noticed Party delivers written notice to ROFO Escrow Agent requesting that ROFO Escrow Agent not disburse the ROFO Deposit (or any portion thereof) in accordance with the Disbursement Request (a “Dispute Notice”), then ROFO Escrow Agent shall not disburse the ROFO Deposit (or any portion thereof) requested under the Disbursement Request, but shall instead hold and disburse the ROFO Deposit (or, as applicable, portions thereof) pursuant to (i) the joint written directions of each Requesting Party and each Noticed Party or (ii) an order of a court of a court of competent jurisdiction located in the State of Delaware, provided, however, that the ROFO Escrow Agent shall have the right, at any time from and after receipt of a Dispute Notice, to interplead the ROFO Deposit (or the applicable disputed portion thereof) in a court of competent jurisdiction located in the State of Delaware.

(d) If, within ten (10) Business Days after delivery by ROFO Escrow Agent of a Disbursement Request Notice, ROFO Escrow Agent has not received a Dispute Notice from any Noticed Party objecting to such Disbursement Request, then ROFO Escrow Agent shall disburse the ROFO Deposit (or, as applicable, portions thereof) as requested under the Disbursement Request.

(e) When all monies held by ROFO Escrow Agent have been finally distributed in accordance with this Escrow Agreement, this Escrow Agreement shall terminate.

6. Confidentiality. Subject to disclosure obligations required by applicable law, ROFO Escrow Agent shall hold the LP Agreement and this Escrow Agreement as strictly confidential and shall not: (a) share the LP Agreement or this Escrow Agreement with, or (b) disclose the terms under the LP Agreement or this Escrow Agreement to, any party without the prior written consent of PKY, TIAA/LP and CPPIB/LP.

7. ROFO Escrow Agent Liability, Indemnification and Resignation. ROFO Escrow Agent will be obligated to perform only the duties that are expressly set forth herein. In case of conflicting demands upon ROFO Escrow Agent, it may: (a) refuse to comply therewith as long as such disagreement continues and make no delivery or other disposition of any funds or property then held (and ROFO

Ex. 1-iii

Escrow Agent shall not be or become liable in any way for such failure or refusal to comply with such conflicting or adverse claims or demands, except for its gross negligence and willful misconduct); (b) continue to so refrain and so refuse to act until all differences have been adjusted by agreement and ROFO Escrow Agent has been notified thereof in writing signed jointly by [each] ROFO Buyer and [each] ROFO Seller; or (c) shall interplead the ROFO Deposit in a court of competent jurisdiction located in a forum of proper jurisdiction in the State of Delaware.

ROFO Seller(s) and ROFO Buyer(s) shall jointly and severally indemnify, defend (with counsel acceptable to ROFO Escrow Agent) and save harmless ROFO Escrow Agent from and against all loss, cost, claim, liability, damage and expense, including reasonable attorneys’ fees and disbursements incurred in connection with the performance of ROFO Escrow Agent’s duties hereunder, except with respect to actions or omissions taken or suffered by ROFO Escrow Agent in bad faith, in willful disregard of this Escrow Agreement, or involving gross negligence on the part of ROFO Escrow Agent (the “Indemnified Matters”) (but, as between ROFO Seller(s) and ROFO Purchaser(s), each ROFO Buyer and ROFO Seller shall be responsible for its pro rata share of the costs of such Indemnified Matters, based upon its Percentage Interest relative to the Percentage Interests of all ROFO Buyer(s) and ROFO Seller, except to the extent that such Indemnified Matters are attributable to the breach by any ROFO Seller or ROFO Purchaser of the LP Agreement or this Escrow Agreement, in which event the cost shall be borne by whichever of the ROFO Seller(s) or ROFO Purchaser(s) is the breaching party).

Escrow Agent hereunder may resign at any time giving ten (10) business days’ prior written notice to that effect to each of the ROFO Seller(s) and ROFO Purchaser(s). In such event, the successor ROFO Escrow Agent shall be selected by ROFO Purchaser(s) and approved by ROFO Seller(s), such approval not to be unreasonably withheld or delayed. ROFO Escrow Agent shall then deliver to successor ROFO Escrow Agent the ROFO Deposit, to be held by successor ROFO Escrow Agent pursuant to the terms of this Escrow Agreement and the LP Agreement.

8. No Obligation to Take Legal Action. ROFO Escrow Agent shall not be under any obligation to take any legal action in connection with this Escrow Agreement or for its enforcement, or to appear in, prosecute, or defend any action or legal proceeding which, in its opinion, would or might involve it in any costs, expense, loss, or liability, unless, and as often as reasonably required by it, it is furnished with reasonably satisfactory security and indemnity against all such costs, expenses, losses, or liabilities.

9. Status of ROFO Escrow Agent. ROFO Escrow Agent is to be considered and regarded as a depository only, and shall not be responsible or liable (except for its gross negligence or willful misconduct) for the sufficiency or correctness as to form, manner of execution, or validity of any instrument deposited pursuant to this Escrow Agreement, nor as to the identity, authority, or rights of any person executing the same. ROFO Escrow Agent’s duties hereunder shall be limited to the safekeeping of the ROFO Deposit received by it as ROFO Escrow Agent (and interest and income earned thereon) and for its disbursement in accordance with this Escrow Agreement.

Ex. 1-iv

10. Written Instructions of parties. Notwithstanding any contrary provision contained herein, ROFO Escrow Agent shall, at all times, have full right and authority and the duty and obligation to pay over and disburse the ROFO Deposit or any portion thereof in accordance with the joint written instructions signed by [each of] the ROFO Buyer[s] and [each of] the ROFO Seller[s].

11. Notices. As used in this Escrow Agreement, “notice” means a written notice complying with the delivery requirements set forth below. To “notify a person” or words to a similar effect means to give an effective notice. All notices and other written communications which are required or permitted under any provision of this Escrow Agreement shall be effective only if they are in writing, addressed to the proper party and sent in one of the following ways: (a) by U.S. mail, certified receipt requested; or (b) by a recognized overnight carrier, such as Federal Express, marked for next Business Day delivery, in each case with delivery charges (if any) prepaid and addressed as set forth below; or (c) by electronic mail, addressed as set forth below, provided that the intended recipient of such notice confirms receipt. Any party may change its address for notice by giving notice to the other parties in the manner provided herein. Such a notice or other communication shall be deemed delivered at the following times: if sent by U.S. Mail, then three (3) days after the deposit thereof into the U.S. Mail; if sent by a recognized overnight carrier, then one (1) Business Day after the acceptance by the carrier for next day delivery; if sent by electronic mail, then upon confirmation of receipt by the intended recipient. The parties intend that the foregoing requirements for notice cannot be waived or varied by course of conduct:

If to PKY:
c/o Parkway, Inc.
390 N. Orange Avenue
Suite 2400
Orlando, FL 32801
Attn.:	Jason A. Bates Chief Investment Officer & Executive Vice President
E-mail:
And to:
c/o Parkway, Inc.
390 N. Orange Avenue
Suite 2400
Orlando, FL 32801
Attn.:	A. Noni Holmes-Kidd
	Vice President and General Counsel
E-mail:

Ex. 1-v

with a copy to:

Norton Rose Fulbright US LLP

1301 Avenue of the Americas

New York, NY 10019

Attn.: Mitchell Lubart, Esq.

E-mail:

If to TIAA/LP:

TH Real Estate

8500 Andrew Carnegie Blvd, 3rd Floor

Charlotte, NC 28262

Attention: Michael D. Fisk

Telephone:

E-mail:

And to:

Silverpeak Real Estate Partners

40 West 57th Street, 29th Floor

New York, NY 10019

Attention: Brett Bossung

Telephone:

Email:

with a copy to:

Teachers Insurance and Annuity Association

4675 MacArthur Court, Suite 1100

Newport Beach, CA 92660

Attention: Gabriel J. Steffens, Esq.

Telephone:

E-mail:

Ex. 1-vi

If to CPPIB/LP:

c/o Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5

Attention: Lora Gotcheva

Telephone:                     

E-mail:                     

with a copy to:

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Arthur S. Adler

Telephone:                     

E-mail:                     

If to ROFO Escrow Agent:

Commonwealth Land Title Insurance Company

685 Third Avenue, 20th Floor

New York, NY 10017

Attention: Liane Carpenter, Vice President

Phone:                     

E-Mail:                     

12. Fee. ROFO Escrow Agent shall receive no fee for its services hereunder, but ROFO Escrow Agent shall be paid or reimbursed for all reasonable, out-of-pocket expenses, disbursements and advances, including reasonable attorneys’ fees, incurred or paid in connection with carrying out its duties hereunder. Such expenses, disbursements and advances shall not be payable or paid out of the ROFO Deposit. Non-payment of such reimbursements shall not entitle ROFO Escrow Agent to refuse or fail to act as required by this Escrow Agreement. As between the ROFO Escrow Agent, each ROFO Buyer and each ROFO Seller, each ROFO Buyer and each ROFO Seller shall be responsible for 100% of any and all such expenses, disbursements and advances of ROFO Escrow Agent. As between each ROFO Buyer and each ROFO Seller, each ROFO Buyer and ROFO Seller shall be responsible for its pro rata share of any and all such expenses, disbursements and advances of ROFO Escrow Agent, based upon its Percentage Interest relative to the Percentage Interests of all Partners [(excluding any Partner that is neither a ROFO Buyer nor a ROFO Seller)].

13. Titles and Section Headings. Titles of sections and subsections contained in this Escrow Agreement are inserted for convenience of reference only, and neither form a part of this Escrow Agreement or are to be used in its construction or interpretation.

Ex. 1-vii

14. Counterparts. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

15. Non-Waiver. No waiver by any party of any breach of any term or condition of this Escrow Agreement shall operate as a waiver of any other breach of such term or condition or of any other term or condition. No failure to enforce such provision shall operate as a waiver of such provision or of any other provision hereof, or constitute or be deemed a waiver or release of any other party for anything arising out of, connected with, or based upon this Escrow Agreement.

16. Binding Effect. This Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective transferees, successors, and assigns. The parties recognize and acknowledge that the powers and authority granted ROFO Escrow Agent herein are each irrevocable and coupled with an interest.

17. Governing Law. This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

18. Time of Essence. TIME IS OF THE ESSENCE WITH RESPECT TO THIS ESCROW AGREEMENT AND EACH OF ITS TERMS.

19. Entire Agreement; Modification. This Escrow Agreement supersedes all prior agreements and constitutes the entire agreement with respect to the subject matter hereof. It may not be altered or modified without the written consent of all parties.

[Remainder of page intentionally blank. Signatures appear on following page.]

Ex. 1-viii

IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.⁸

PKY GWP JV GP, LLC, a Delaware limited liability company
By:		,
	its
	By:
	Name:
	Title:
	By:
	Name:
	Title:

⁸  TBM (see footnote # 3).

PKY GWP JV LP, LLC,
a Delaware limited liability company
By:		,
	its
	By:
	Name:
	Title:
	By:
	Name:
	Title:

PERMIAN INVESTOR LP,
a Delaware limited partnership
By: Permian Investor GP LLC, a Delaware limited liability company,
	its general partner
By:
Name:
Title:
By:
Name:
Title:

CPPIB US RE-A, INC.,

a corporation organized under the laws of Ontario

By:

Name:

Title:

By:

Name:

Title:

COMMONWEALTH LAND TITLE INSURANCE COMPANY

By:

Name:

Title:

Exhibit 1

Amended and Restated Limited Partnership

Agreement of GWP JV Limited Partnership

Exhibit 2

Deposit Delivery Wire Instructions

Ex. 1-i

EXHIBIT 2-A

CAPITAL ACCOUNT BALANCES

(CLOSING DATE)

Party	% Partnership Interest			Capital Account Balance
PKY/GP		1	%	$	5,090,612.06
PKY/LP		60.586	%	$	308,419,821.96
CPP/LP		24.5	%	$	124,719,995.35
TIAA/LP		13.914	%	$	70,830,776.13

EXHIBIT 2-B

CAPITAL ACCOUNT BALANCES

(FOLLOWING CLASS C-2 INTEREST ASSIGNMENT)

Party	% Partnership Interest			Capital Account Balance
PKY/GP		1	%	$	5,090,612.06
PKY/LP		50.00	%	$	254,466,349.73
CPP/LP		24.5	%	$	124,719,995.35
TIAA/LP		24.5	%	$	124,784,248.36

EXHIBIT 3

FORM OF IRS CODE SECTION 897(L) ELIGIBILITY CERTIFICATE

Section 897 of the Internal Revenue Code of 1986, as amended (the “Code”) generally provides that the disposition of a U.S. real property (“USRPI”) by a foreign person is subject to U.S. federal income tax. Section 1445 provides that a transferee has a duty to withhold under section 1445(a) if transferor is a foreign person and the transferee is acquiring a USRPI. Section 897(l)(1) of the Code generally exempts a “qualified foreign pension fund” (“QFPF”) and any entity all of the interests of which are held by a QFPF from U.S. federal income tax on income that would otherwise be taxable under Section 897. Furthermore, Section 1445(f)(3) provides that, except as otherwise provided by the Secretary of the Treasury, an entity with respect to which Section 897 does not apply by reason of subsection (l) is not a foreign person for purposes of withholding under Section 1445.

Canada Pension Plan Investment Board, a Canadian federal Crown corporation (“CPPIB”), represents that it is the owner for U.S. federal income tax purposes of 100% of the Class D interests (the “Class D Interests”), representing a 24.5% interest, in GWP JV Limited Partnership, a Delaware limited partnership (the “Company”). The Company is organized and operated pursuant to that certain Amended and Restated Limited Partnership Agreement of the Company executed and entered into as of April 17, 2017 (the “Agreement”). As contemplated in Section 5.4(g) of the Agreement, the undersigned hereby makes the following certification on behalf of CPPIB:

1. CPPIB is not a foreign person as such term is defined in Section 1445(f)(3) of the Code and Sections 1.1445-2(b)(2)(i) and 1.1445-5(b)(3)(i) of the Income Tax Regulations by reason of being a QFPF.

2. CPPIB qualifies as a QFPF because, as defined in Section 897(l) of the Code, it is a trust, corporation, or other organization or arrangement:

(A) which is created or organized under the laws of a country other than the United States;

(B) which is established to provide retirement or pension benefits to participants or beneficiaries that are current or former employees (or persons designated by such employees) of one or more employers in consideration for services rendered;

(C) which does not have a single participant or beneficiary with a right to more than five percent of its assets or income;

(D) which is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which it is established or operates; and

Ex. 3-i

(E) with respect to which, under the laws of the country in which it is established or operates:

(i) contributions to such trust, corporation, organization, or arrangement which would otherwise be subject to tax under such laws are deductible or excluded from the gross income of such entity or taxed at a reduced rate, or

(ii) taxation of any investment income of such trust, corporation, organization or arrangement is deferred or such income is taxed at a reduced rate.

3. CPPIB is not a disregarded entity as defined in Section 1.1445-2(b)(2)(iii);

4. CPPIB’s U.S. employer identification number is 98-0361334; and

5. CPPIB’s office address is One Queen Street East, Suite 2500, Toronto, ON, M5C 2W5.

The undersigned understands that this certification may be disclosed to the Internal Revenue Service by Buyer and that any false statement contained herein could be punished by fine, imprisonment, or both. The undersigned agrees to promptly inform the Company and its general partner if CPPIB ceases to qualify as a QFPF, or if this certification (or any portion thereof) becomes inaccurate, incomplete, or obsolete in any way.

Under penalties of perjury, I declare that I have examined this certification and that to the best of my knowledge and belief it is true, correct and complete, and I further declare that I have the authority to sign and deliver this certification on behalf of CPPIB.

Canada Pension Plan Investment Board:

By:

Name:

Title:

Date:

SCHEDULE A

REPRESENTATIVES

Representatives of the A/B Partners:

James Heistand

Parkway, Inc.

800 N. Magnolia Avenue, Suite 1625

Orlando, Florida 32803

Telephone:                     

E-mail:                     

M. Jayson Lipsey

Parkway, Inc.

800 N. Magnolia Avenue, Suite 1625

Orlando, Florida 32803

Telephone:                     

Jason Bates

Parkway, Inc.

800 N. Magnolia Avenue, Suite 1625

Orlando, Florida 32803

Telephone:                     

E-mail:                     

Representative of the Class C LP:

Brett Bossung

Silverpeak Real Estate Partners

40 West 57th Street, 29th Floor

New York, New York 10019

Telephone:                     

Email:                     

Sch. A-i

Observer designated by the Class C LP:

Michael D. Fisk

TH Real Estate

8500 Andrew Carnegie Blvd, 3rd Floor

Charlotte, North Carolina 28262

Telephone:                     

E-mail:                     

Representative of the Class D LP:

Lora Gotcheva

Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5

Telephone:                     

E-mail:                     

Sch. A-ii

SCHEDULE B

LIST OF REPLACEMENT GENERAL PARTNERS

Sch. B-i

SCHEDULE C

LIST OF OWNERS OF EQUITY IN TIAA/LP

Sch. C-i

EX-10.2

Exhibit 10.2

LOAN AGREEMENT

Dated as of April 17, 2017

between

THE BORROWERS NAMED HEREIN,

as Borrower,

and

GOLDMAN SACHS MORTGAGE COMPANY,

as Lender

TABLE OF CONTENTS

			Page
ARTICLE I GENERAL TERMS				32
	Section 1.1.	The Loan		32
	Section 1.2.	Interest and Principal		33
	Section 1.3.	Method and Place of Payment		35
	Section 1.4.	Taxes; Regulatory Change		35
	Section 1.5.	Release		36
ARTICLE II DEFEASANCE AND ASSUMPTION				36
	Section 2.1.	Defeasance		36
	Section 2.2.	Property Releases		39
	Section 2.3.	Assumption		40
	Section 2.4.	Transfers of Equity Interests in Borrower		42
ARTICLE III ACCOUNTS				44
	Section 3.1.	Cash Management Account		44
	Section 3.2.	Distributions from Cash Management Account		45
	Section 3.3.	Loss Proceeds Account		46
	Section 3.4.	Basic Carrying Costs Escrow Account		46
	Section 3.5.	TI/LC Reserve Account		48
	Section 3.6.	Capital Expenditure Reserve Account		49
	Section 3.7.	Deferred Maintenance and Environmental Escrow Account		50
	Section 3.8.	Unfunded Obligations Account		51
	Section 3.9.	Excess Cash Flow Reserve Account		52
	Section 3.10.	Account Collateral		53
	Section 3.11.	Bankruptcy		53
ARTICLE IV REPRESENTATIONS				54
	Section 4.1.	Organization		54
	Section 4.2.	Authorization		54
	Section 4.3.	No Conflicts		54
	Section 4.4.	Consents		55
	Section 4.5.	Enforceable Obligations		55
	Section 4.6.	No Default		55

-i-

TABLE OF CONTENTS

(continued)

		Page
Section 4.7.	Payment of Taxes		55
Section 4.8.	Compliance with Law		55
Section 4.9.	ERISA		55
Section 4.10.	Investment Company Act		56
Section 4.11.	No Bankruptcy Filing		56
Section 4.12.	Other Debt		56
Section 4.13.	Litigation		56
Section 4.14.	Leases; Material Agreements		56
Section 4.15.	Full and Accurate Disclosure		58
Section 4.16.	Financial Condition		58
Section 4.17.	Single-Purpose Requirements		58
Section 4.18.	Use of Loan Proceeds		58
Section 4.19.	Not Foreign Person		59
Section 4.20.	Labor Matters		59
Section 4.21.	Title		59
Section 4.22.	No Encroachments		59
Section 4.23.	Physical Condition		59
Section 4.24.	Fraudulent Conveyance		60
Section 4.25.	Management		60
Section 4.26.	Condemnation		60
Section 4.27.	Utilities and Public Access		60
Section 4.28.	Environmental Matters		60
Section 4.29.	Assessments		61
Section 4.30.	No Joint Assessment		61
Section 4.31.	Separate Lots		61
Section 4.32.	Permits; Certificate of Occupancy		61
Section 4.33.	Flood Zone		62
Section 4.34.	Security Deposits		62
Section 4.35.	Acquisition Documents		62

-ii-

TABLE OF CONTENTS

(continued)

			Page
	Section 4.36.	Insurance		62
	Section 4.37.	No Dealings		62
	Section 4.38.	Estoppel Certificates		62
	Section 4.39.	Federal Trade Embargos		62
	Section 4.40.	Intellectual Property/Websites		62
	Section 4.41.	No Subleases		63
	Section 4.42.	No Dark Tenants		63
	Section 4.43.	Central Plant		63
ARTICLE V AFFIRMATIVE COVENANTS				63
	Section 5.1.	Existence; Licenses		63
	Section 5.2.	Maintenance of Properties		64
	Section 5.3.	Compliance with Legal Requirements		64
	Section 5.4.	Impositions and Other Claims		64
	Section 5.5.	Access to Properties		65
	Section 5.6.	Cooperate in Legal Proceedings		65
	Section 5.7.	Leases		65
	Section 5.8.	Plan Assets, etc.		67
	Section 5.9.	Further Assurances		67
	Section 5.10.	Management of Collateral		68
	Section 5.11.	Notice of Material Event		69
	Section 5.12.	Annual Financial Statements		69
	Section 5.13.	Quarterly Financial Statements		70
	Section 5.14.	Monthly Financial Statements		70
	Section 5.15.	Insurance		71
	Section 5.16.	Casualty and Condemnation		76
	Section 5.17.	Annual Budget		78
	Section 5.18.	Venture Capital Operating Companies; Nonbinding Consultation		79
	Section 5.19.	Compliance with Encumbrances and Material Agreements		79
	Section 5.20.	Prohibited Persons		80

-iii-

TABLE OF CONTENTS

(continued)

			Page
ARTICLE VI NEGATIVE COVENANTS				80
	Section 6.1.	Liens on the Collateral		80
	Section 6.2.	Ownership		80
	Section 6.3.	Transfers		80
	Section 6.4.	Debt		80
	Section 6.5.	Dissolution; Merger or Consolidation		80
	Section 6.6.	Change in Business		81
	Section 6.7.	Debt Cancellation		81
	Section 6.8.	Affiliate Transactions		81
	Section 6.9.	Misapplication of Funds		81
	Section 6.10.	Name		81
	Section 6.11.	Modifications and Waivers		81
	Section 6.12.	ERISA		82
	Section 6.13.	Alterations and Expansions		82
	Section 6.14.	Single-Purpose Entity		82
	Section 6.15.	Zoning and Uses		82
	Section 6.16.	Waste		83
ARTICLE VII DEFAULTS				83
	Section 7.1.	Event of Default		83
	Section 7.2.	Remedies		86
	Section 7.3.	Application of Payments after an Event of Default		87
ARTICLE VIII MISCELLANEOUS				87
	Section 8.1.	Successors		87
	Section 8.2.	GOVERNING LAW		88
	Section 8.3.	Modification, Waiver in Writing		88
	Section 8.4.	Notices		88
	Section 8.5.	TRIAL BY JURY		91
	Section 8.6.	Headings		91
	Section 8.7.	Assignment and Participation		91
	Section 8.8.	Severability		92

-iv-

TABLE OF CONTENTS

(continued)

		Page
Section 8.9.	Preferences; Waiver of Marshalling of Assets		92
Section 8.10.	Remedies of Borrower		93
Section 8.11.	Offsets, Counterclaims and Defenses		93
Section 8.12.	No Joint Venture		93
Section 8.13.	Conflict; Construction of Documents		93
Section 8.14.	Brokers and Financial Advisors		94
Section 8.15.	Counterparts		94
Section 8.16.	Estoppel Certificates		94
Section 8.17.	General Indemnity; Payment of Expenses		95
Section 8.18.	No Third-Party Beneficiaries		97
Section 8.19.	Recourse		97
Section 8.20.	Right of Set-Off		100
Section 8.21.	Exculpation of Lender		100
Section 8.22.	Servicer		100
Section 8.23.	No Fiduciary Duty		100
Section 8.24.	Borrower Information		102
Section 8.25.	EU Bail-in Rule		103
Section 8.26.	PATRIOT Act Records		103
Section 8.27.	Prior Agreements		103
Section 8.28.	Publicity		104
Section 8.29.	Delay Not a Waiver		104
Section 8.30.	Schedules and Exhibits Incorporated		104
Section 8.31.	Joint and Several Liability		104

-v-

Schedules

A	Properties
B	Exception Report
C	Deferred Maintenance Conditions
D	Unfunded Obligations
E	Rent Roll
F	Material Agreements
G	Allocated Loan Amounts
H	Individual Property Closing Date NOI
I	Organizational Chart
J	Form of Tenant Notice
K	Aggregate Square Footage (on Property-by-Property basis)
L	Permitted Release Parcels
M	Approved Material Alterations
N	Central Plant Agreements

-vi-

LOAN AGREEMENT

This Loan Agreement (this “Agreement”) is dated April 17, 2017 and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and each of the entities identified as a “Borrower” on the signature pages hereto, as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower” or “Borrowers”)”.

RECITALS

Borrower desires to obtain from Lender the Loan (as hereinafter defined) in connection with the financing of the Properties (as hereinafter defined).

Lender is willing to make the Loan on the terms and subject to the conditions set forth in this Agreement if Borrower joins in the execution and delivery of this Agreement, the Note and the other Loan Documents.

In consideration of the agreements, provisions and covenants contained herein and in the other Loan Documents, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lender and Borrower agree as follows:

DEFINITIONS

(a) When used in this Agreement, the following capitalized terms have the following meanings:

“Account Collateral” means, collectively, the Collateral Accounts and all sums at any time held, deposited or invested therein, together with any interest and other earnings thereon, and all securities and investment property credited thereto and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities.

“Agreement” means this Loan Agreement, as the same may from time to time hereafter be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“Aggregate Square Footage” means, at any time, the aggregate number of square feet contained in the Properties that have not theretofore been released from the Collateral in accordance herewith, based on the respective square footage amounts set forth in Schedule K.

“Allocated Loan Amount” means, with respect to each Property, the portion of the Loan Amount allocated thereto as set forth in Schedule G.

“Alteration” means any demolition, alteration, installation, improvement or expansion of or to any of the Properties or any portion thereof.

“Annual Budget” means a capital and operating expenditure budget for the Properties prepared by Borrower that sets forth Borrower’s good faith estimate of Operating Income, Operating Expenses and Capital Expenditures for the applicable Fiscal Year.

“Appraisal” means, with respect to each Property, an as-is appraisal of such Property that is prepared by a member of the Appraisal Institute selected by Lender, meets the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA) and complies with the Uniform Standards of Professional Appraisal Practice (USPAP).

“Approved Annual Budget” has the meaning set forth in Section 5.17.

“Approved Management Agreement” means that certain Management, Leasing & Services Agreement, dated as of the Closing Date, between Borrower and the initial Approved Property Manager (ii) any replacement management agreement on substantially the same terms as the agreement described in the immediately preceding clause (i) with an Approved Property Manager described in clause (ii) of the definition thereof, provided that the base management fee shall not be in excess of 3.0% of gross revenues from the Property (exclusive of amounts payable as a reimbursement of expenses under the management agreement), and any other management agreement that is approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed and, if any portion of the Loan has been Securitized, with respect to which the Rating Condition is satisfied, in each case, as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“Approved Property Manager” means (i) Eola Capital LLC, a Florida limited liability company, for so long as it is an affiliate of Sponsor, or any other wholly-owned subsidiary of Sponsor or Parkway, (ii) any reputable real estate management organization (x) possessing experience in managing at least three properties in major metropolitan areas substantially similar to the Properties during the previous five years, (y) with at least 3,000,000 leasable square feet (not including the Property), in the aggregate, of office space under management, and (z) that is not then the subject of a bankruptcy or similar insolvency proceeding against it, or (iii) any other management company approved by Lender and with respect to which the Rating Condition is satisfied, in each case unless and until Lender requests the termination of that management company pursuant to Section 5.10(d).

“Assignment” has the meaning set forth in Section 8.7(b).

“Assumption” has the meaning set forth in Section 2.2.

“Bankruptcy Code” has the meaning set forth in Section 7.1(d).

“Basic Carrying Costs Escrow Account” has the meaning set forth in Section 3.4(a).

2

“Borrower” or “Borrowers” has the meaning set forth in the first paragraph of this Agreement, excluding any Borrower released in connection with a Permitted Partial Release.

“Borrower Tax” means, with respect to payments made and/or due hereunder, any U.S. Tax and any present or future tax, assessment or other charge or levy imposed by, or on behalf of, any jurisdiction through which or from which payments due hereunder are made (or any taxing authority thereof).

“Budgeted Operating Expenses” means, with respect to any calendar month, (i) an amount equal to the Operating Expenses and Capital Expenditures budgeted for such calendar month as set forth in the then-applicable Approved Annual Budget (excluding amounts budgeted in respect of Taxes and insurance premiums), or (ii) such greater amount as shall equal Borrower’s actual Operating Expenses and Capital Expenditures for such month (excluding Taxes and insurance premiums), except that during the continuance of a Trigger Period such greater amount shall in no event exceed 105% of the amount specified in clause (i) of this definition without the prior written consent of Lender, not to be unreasonably withheld, delayed or conditioned, provided that no such consent shall be required in connection with expenditures for non-discretionary items and expenditures required to be made by reason of the occurrence of any emergency (i.e., an unexpected event that threatens imminent harm to persons or property at the Property) and with respect to which it would be impracticable, under the circumstances, to obtain Lender’s prior consent thereto with written notice of such expenditure given to Lender promptly thereafter.

“Business Day” means any day other than a Saturday, a Sunday or a day on which federally insured depository institutions in the State of New York or, if Lender shall notify Borrower of the same, such other state in which the offices of Lender, its trustee, its Servicer or its Servicer’s collection account are located are authorized or obligated by law, governmental decree or executive order to be closed.

“Capital Expenditure” means, with respect to any Property, hard and soft costs incurred by Borrower with respect to replacements and capital repairs made to such Property (including repairs to, and replacements of, structural components, roofs, building systems, parking garages and parking lots), in each case to the extent capitalized in accordance with GAAP.

“Capital Expenditure Reserve Account” has the meaning set forth in Section 3.6(a).

“Cash Management Account” has the meaning set forth in Section 3.1(a).

“Cash Management Agreement” means that certain Cash Management Agreement, dated as of the Closing Date, among Borrower, Lender and the Cash Management Bank that maintains the Cash Management Account as of the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

3

“Cash Management Bank” means the Eligible Institution at which the Cash Management Account is maintained.

“Casualty” means a fire, explosion, flood, collapse, earthquake or other casualty affecting all or any portion of any Property.

“Cause” means, with respect to an Independent Director, (i) acts or omissions have been committed by such Independent Director that constitute systematic and persistent or willful disregard of such Independent Director’s duties, (ii) such Independent Director has been indicted or convicted for any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements, (iii) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent Director”, (iv) the fees charged for the services of such Independent Director are materially in excess of the fees charged by the other providers of Independent Directors listed in the definition of “Independent Director “ or (v) any other reason for which the prior written consent of Lender shall have been obtained.

“Central Plant” has the meaning set forth in that certain Chilled and Heated Water Agreement, dated as of January 1, 2006, by and among Crescent Real Estate Funding IV, L.P., Crescent Real Estate Funding III, L.P. and Crescent Real Estate Funding V, L.P.

“Central Plant Agreements” has the meaning set forth in Section 4.43 below.

“Certificates” means, collectively, any senior and/or subordinate notes, debentures or pass-through certificates, or other evidence of indebtedness, or debt or equity securities, or any combination of the foregoing, representing a direct or beneficial interest, in whole or in part, in the Loan.

“Closing Date” means the date of this Agreement.

“Closing Date DSCR” means 4.09x.

“Closing Date NOI” means, as of the date of any determination thereof, (x) $72,494,486, less (y) the sum of the Individual Property Closing Date NOI’s of each Property that has theretofore been released from the Lien of the Mortgages pursuant to the terms hereof.

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

“Collateral” means all assets owned from time to time by Borrower including the Properties, the Revenues and all other tangible and intangible property in respect of which Lender is granted a Lien under the Loan Documents, and all proceeds thereof.

“Collateral Account” means each of the accounts and sub-accounts established pursuant to Article III hereof.

“Componentization Notice” has the meaning set forth in Section 1.1(c).

4

“Condemnation” means a taking or voluntary conveyance of all or part of any of the Properties or any interest in or right accruing to or use of any of the Properties, as the result of, or in settlement of, any condemnation or other eminent domain proceeding by any Governmental Authority.

“Contingent Obligation” means, with respect to any Person, any obligation of such Person directly or indirectly guaranteeing any Debt of any other Person in any manner and any contingent obligation to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure or indemnify a creditor against loss.

“Control” of any entity means the ownership, directly or indirectly, of at least 35% of the equity interests in, and the right to at least 35% of the distributions from, such entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ability to exercise voting power, by contract or otherwise (“Controlled” and “Controlling” each have the meanings correlative thereto), which power to direct or cause the direction of the management and policies of such entity may be subject to the rights of partners or constituent owners to vote on customary major decisions.

“Controlled Affiliates” means any affiliate of Borrower that is directly or indirectly controlled by the same Qualified Equityholder that directly or indirectly controls Borrower. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ability to exercise voting power, by contract or otherwise.

“Cooperation Agreement” means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, by Borrower and Sponsor for the benefit of Lender, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“CPP” means the Canada Pension Plan Investment Board and any, directly or indirectly, wholly-owned subsidiary thereof, including CPP Investment Board Real Estate Holdings, Inc. and/or CPP US RE-A, Inc.

“Damages” to a Person means any and all actual liabilities, obligations, losses, demands, damages, penalties, assessments, actions, causes of action, judgments, proceedings, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees and other costs of defense and/or enforcement whether or not suit is brought), fines, charges, fees, settlement costs and disbursements imposed on or incurred by such party, whether based on any federal, state, local or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise; provided, however, that “Damages” shall not include special, consequential or punitive damages, except to the extent imposed upon Lender by one or more third parties.

5

“Dark Tenant” means any Tenant that (i) is not rated (or, if a Lease guaranty has been provided, such guarantor is not rated) at least BBB- by S&P, Baa3 by Moody’s or the equivalent by Fitch and (ii) has vacated in excess of fifty percent (50%) of the overall square footage of the space demised under its Lease (unless a substantial portion of such space has been subleased and the sublessee(s) are in occupancy). For avoidance of doubt, any space that has been subleased shall not be deemed to have been vacated for purposes of this definition, so long as the applicable sublessee is in occupancy.

“DBRS” means DBRS, Inc. or its applicable affiliate.

“Debt” means, with respect to any Person, without duplication:

(i) all indebtedness of such Person to any other party (regardless of whether such indebtedness is evidenced by a written instrument such as a note, bond or debenture), including indebtedness for borrowed money or for the deferred purchase price of property or services;

(ii) all letters of credit issued for the account of such Person and all unreimbursed amounts drawn thereunder;

(iii) all indebtedness secured by a Lien on any property owned by such Person (whether or not such indebtedness has been assumed) except obligations for impositions that are not yet due and payable;

(iv) all Contingent Obligations of such Person;

(v) all payment obligations of such Person under any interest rate protection agreement (including any interest rate swaps, floors, collars or similar agreements) and similar agreements; and

(vi) any material actual or contingent liability to any Person or Governmental Authority with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code.

“Default” means the occurrence of any event that, but for the giving of notice or the passage of time, or both, would be an Event of Default.

“Default Rate” means, with respect to any Note or Note Component, the greater of (x) 500 basis points per annum in excess of the interest rate otherwise applicable to such Note or Note Component hereunder and (y) 100 basis points per annum in excess of the Prime Rate from time to time; provided that, if the foregoing would result in an interest rate in excess of the maximum rate permitted by applicable law, the Default Rate shall be limited to the maximum rate permitted by applicable law.

“Defeasance Borrower” has the meaning set forth in Section 2.1(c).

6

“Defeasance Collateral” means government securities (as described in Treasury Reg. 1.860G-2(a)(8)(ii)) that are the direct obligations of the United States of America, which obligations are not subject to prepayment, call or early redemption.

“Defeasance Pledge Agreement” has the meaning set forth in Section 2.1(a)(iii).

“Defease” means to deliver Defeasance Collateral as substitute Collateral for the Loan in accordance with Section 2.1 and to cause the Defeased Note to be assumed by a Defeasance Borrower in accordance herewith; and the terms “Defeased” and “Defeasance” have meanings correlative to the foregoing.

“Defeased Note” has the meaning set forth in Section 2.1(b).

“Deferred Maintenance Amount” means $0.00.

“Deferred Maintenance Conditions” means those items described in Schedule C.

“Deferred Maintenance and Environmental Escrow Account” has the meaning set forth in Section 3.7(a).

“DSCR” means, with respect to any Test Period, the quotient obtained by dividing (i) Net Operating Income by (ii) the product of (x) the Loan Amount, (y) 3.753% and (z) a fraction, the numerator of which is the actual number of days in such Test Period and the denominator of which is 360.

“DSCR Threshold” means, with respect to any release of a Permitted Release Parcel, the greater of (x) the Closing Date DSCR and (y) the lesser of (i) DSCR immediately prior to such release and (ii) 4.09x.

“EEA Bail-In Action” means the exercise of any EEA Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“EEA Bail-In Legislation” means, 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 for such EEA Member Country from time to time which is described in the EEA Bail-In Legislation Schedule.

“EEA Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

7

“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“EEA Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the EEA Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EEA Bail-In Legislation Schedule.

“Eligible Account” means an account or book-entry subaccount maintained with a federal or state-chartered depository institution or trust company that complies with the definition of Eligible Institution.

“Eligible Institution” means an institution (i) whose commercial paper, short-term debt obligations or other short-term deposits are rated at least “A–1” by S&P, “P–1” by Moody’s and “F–1” by Fitch, and whose long-term senior unsecured debt obligations are rated at least “A-” by S&P, “A” by Fitch, and “A2” by Moody’s and whose deposits are insured by the FDIC or (ii) with respect to which the Rating Condition is satisfied. Lender confirms that, as of the date hereof, Wells Fargo Bank, National Association is an Eligible Institution.

“Embargoed Person” means any Person subject to trade restrictions under any Federal Trade Embargo.

“Engineering Report” means a structural and seismic engineering report or reports (including a “probable maximum loss” calculation, if applicable) with respect to each of the Properties prepared by an independent engineer approved by Lender and delivered to Lender in connection with the Loan, and any amendments or supplements thereto delivered to Lender.

“Environmental Claim” means any written notice, claim, proceeding, notice of proceeding, investigation, demand, abatement order or other order or directive by any Governmental Authority alleging or asserting liability with respect to Borrower or any Property arising out of, based on, in connection with, or resulting from (i) the actual or alleged presence, Use or Release of any Hazardous Substance, (ii) any actual or alleged violation of any Environmental Law, or (iii) any actual or alleged injury or threat of injury to property, health or safety, natural resources or to the environment caused by Hazardous Substances.

“Environmental Indemnity” means that certain environmental indemnity agreement executed by Borrower and Sponsor as of the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

8

“Environmental Laws” means any and all present and future federal, state and local laws, statutes, ordinances, orders, rules, and regulations, as well as common law, any judicial or administrative orders, decrees or judgments thereunder, and any permits, approvals, licenses, registrations, filings and authorizations, in each case as now or hereafter in effect, relating to (i) the pollution, protection or cleanup of the environment, (ii) the impact of Hazardous Substances on property, health or safety, (iii) the Use or Release of Hazardous Substances, or (iv) occupational safety and health, industrial hygiene or the protection of human, plant or animal health or welfare. The term “Environmental Law” includes, but is not limited to, the following statutes, as amended, any successors thereto, and any regulations promulgated pursuant thereto, and any state or local statutes, ordinances, rules, or regulations addressing similar issues: the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource Conservation and Recovery Act (including Subtitle I relating to underground storage tanks); the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. The term “Environmental Law” also includes, but is not limited to, any present and future federal state and local laws, statutes ordinances, rules, and regulations, as well as common law, conditioning transfer of property upon a negative declaration or other approval of a Governmental Authority of the environmental condition of a property; or requiring notification or disclosure of Releases of Hazardous Substances or other environmental conditions of a property to any Governmental Authority or other Person, whether or not in connection with transfer of title to or interest in property.

“Environmental Reports” means “Phase I Environmental Site Assessments” as referred to in the ASTM Standards on Environmental Site Assessments for Commercial Real Estate, E 1527-13 (and, if necessary, “Phase II Environmental Site Assessments”), prepared by an independent environmental auditor approved by Lender and delivered to Lender in connection with the Loan and any amendments or supplements thereto delivered to Lender, and shall also include any other environmental reports or assessments delivered to Lender pursuant to this Agreement and the Environmental Indemnity.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ERISA Affiliate” means, at any time, each trade or business (whether or not incorporated) that would, at the time, be treated together with Borrower as a single employer under Title IV or Section 302 of ERISA or Section 412 of the Code.

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

“Excess Cash Flow Reserve Account” has the meaning set forth in Section 3.9(a).

9

“Exception Report” means the report prepared by Borrower and attached to this Agreement as Schedule B, setting forth any exceptions to the representations set forth in Article IV.

“Exculpated Person” means each Person that is an affiliate, equityholder, owner, beneficiary, trustee, member, officer, director, agent, manager, independent manager, employee or partner of Borrower, Sponsor or any Person that holds a direct or indirect interest in Borrower or Sponsor.

“Federal Trade Embargo” means any federal law imposing trade restrictions, including (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended), (ii) the International Emergency Economic Powers Act (50 U.S.C. §§ 1701 et seq., as amended), (iii) any enabling legislation or executive order relating to the foregoing, (iv) Executive Order 13224, and (v) the PATRIOT Act.

“Fiscal Quarter” means the 3-month period ending on March 31, June 30, September 30 and December 31 of each year, or such other fiscal quarter of Borrower as Borrower may reasonably select from time to time with the prior consent of Lender (except if such change is required by Legal Requirements), such consent not to be unreasonably withheld, delayed or conditioned.

“Fiscal Year” means the 12-month period ending on December 31 of each year, or such other fiscal year of Borrower as Borrower may reasonably select from time to time with the prior consent of Lender (except if such change is required by Legal Requirements), not to be unreasonably withheld, delayed or conditioned.

“Fitch” means Fitch, Inc. and its successors.

“Force Majeure” means a delay due to acts of God, governmental restrictions, stays, judgments, orders, decrees, enemy actions, civil commotion, fire, casualty, strikes, work stoppage, shortages of labor or materials or similar causes beyond the reasonable control of Borrower; provided that (1) any period of Force Majeure shall apply only to performance of the obligations necessarily affected by such circumstance (or reasonably related thereto) and shall continue only so long as Borrower is continuously and diligently using all reasonable efforts to minimize the effect and duration thereof; and (2) Force Majeure shall not include the unavailability or insufficiency of funds.

“Form W-8BEN” means Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding) of the Department of Treasury of the United States of America, and any successor form.

“Form W-8ECI” means Form W-8ECI (Certificate of Foreign Person’s Claim for Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) of the Department of the Treasury of the United States of America, and any successor form.

10

“Form W-9” means Form W-9 (Request for Taxpayer Identification Number and Certification) of the Department of the Treasury of the United States of America, and any successor form.

“GAAP” means generally accepted accounting principles in the United States of America, consistently applied.

“Governmental Authority” means any federal, state, county, regional, local or municipal government, any bureau, department, agency or political subdivision thereof and any Person with jurisdiction exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government (including any court).

“Guaranty” means that certain guaranty, dated as of the Closing Date, executed by Sponsor for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“GWP JV Holdings” means GWP JV Holdings, LLC, a Delaware limited liability company.

“Hazardous Substances” means any and all substances (whether solid, liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances, hazardous materials, extremely hazardous wastes, toxic substances, toxic pollutants, contaminants, pollutants or words of similar meaning or regulatory effect under any present or future Environmental Laws or the presence of which on, in or under any of the Properties is prohibited or requires monitoring, investigation or remediation under Environmental Law, including petroleum and petroleum by-products, asbestos and asbestos-containing materials, toxic mold, polychlorinated biphenyls, lead and radon, and compounds containing them (including gasoline, diesel fuel, oil and lead-based paint), pesticides and radioactive materials, flammables and explosives and compounds containing them, but excluding those substances commonly used in the operation and maintenance of properties of the kind and nature similar to those of the Properties and that are used at the Properties in compliance with all Environmental Laws and in a manner that does not result in material contamination of any of the Properties or in a Material Adverse Effect.

“Indebtedness” means the Principal Indebtedness, together with interest and all other obligations and liabilities of Borrower under the Loan Documents, including all transaction costs, Yield Maintenance Premiums (if applicable), late fees and other amounts due or that become due to Lender pursuant to this Agreement, under the Notes or in accordance with any of the other Loan Documents, and all other amounts, sums and expenses reimbursable by Borrower to Lender hereunder or pursuant to the Notes or any of the other Loan Documents.

“Indemnified Parties” has the meaning set forth in Section 8.17.

“Independent Director” of any corporation or limited liability company means an individual who is provided by CT Corporation, Corporation Service Company, Delaware Trust, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company,

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Lord Securities Corporation or, if none of those companies is then providing professional independent directors or managers, another nationally-recognized company reasonably approved by Lender, in each case that is not an affiliate of Borrower and that provides professional independent directors or managers and other corporate services in the ordinary course of its business, and which individual is duly appointed as a member of the board of directors of such corporation or limited liability company or as a “manager” of such limited liability company within the meaning of Section 18-101(10) of the Delaware Limited Liability Company Act and is not, and has never been, and will not while serving as Independent Director be, any of the following:

(i) a member (other than an independent, non-economic “springing” member), partner, equityholder, manager, director, officer or employee of such corporation or limited liability company or any of its equityholders or affiliates (other than as an independent director or manager of an affiliate of such corporation or limited liability company that is not in the direct chain of ownership of such corporation or limited liability company and that is required by a creditor to be a single purpose bankruptcy remote entity, provided that such independent director or manager is employed by a company that routinely provides professional independent directors or managers);

(ii) a creditor, supplier or service provider (including provider of professional services) to such corporation or limited liability company or any of its equityholders or affiliates (other than a nationally recognized company that routinely provides professional independent managers or directors and that also provides corporate filing, lien search and/or other similar services to such corporation or limited liability company or any of its equityholders or affiliates in the ordinary course of business);

(iii) a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(iv) a Person that controls (whether directly, indirectly or otherwise) any of (i), (ii) or (iii) above.

A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the Independent Director of a Single-Purpose Entity affiliated with the corporation or limited liability company in question shall not be disqualified from serving as an Independent Director of such corporation or limited liability company, provided that the fees that such natural person earns from serving as Independent Director of affiliates of such corporation or limited liability company in any given year constitute in the aggregate less than five percent of such natural person’s annual income for that year. The same natural persons may not serve as Independent Directors of a corporation or limited liability company and, at the same time, serve as Independent Directors of an equityholder or member of such corporation or limited liability company.

“Individual Property Closing Date NOI” means, with respect to each Property, the amount set forth with respect thereto on Schedule H hereto.

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“Insurance Requirements” means, collectively, (i) all material terms of any insurance policy required pursuant to this Agreement and (ii) all material regulations and then-current standards applicable to or affecting any of the Properties or any portion thereof or any use or condition thereof, which may, at any time, be recommended by the board of fire underwriters, if any, having jurisdiction over any of the Properties, or any other body exercising similar functions.

“Interest Accrual Period” means each period from and including the sixth day of a calendar month through and including the fifth day of the immediately succeeding calendar month; provided that, prior to a Securitization, Lender shall have the right, in connection with a change in the Payment Date in accordance with the definition thereof, to make a corresponding change to the Interest Accrual Period. Notwithstanding the foregoing, the first Interest Accrual Period shall commence on and include the Closing Date.

“Interest Rate” means 3.753% per annum (subject to Section 1.1(c)).

“KBRA” means Kroll Bond Rating Agency, Inc. and its successors.

“Lease” means any lease, license, letting, concession, occupancy agreement, sublease to a Major Lease to which Borrower has a consent or approval right, or other agreement (whether written or oral and whether now or hereafter in effect) under which Borrower is a lessor, sublessor, licensor or other grantor existing as of the Closing Date or thereafter entered into by Borrower, in each case pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in any of the Properties, and every modification or amendment thereof, and every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto other than (a) subleases and sub-subleases to any Lease that is not a Major Lease (b) subleases and sub-subleases to a Major Lease to which Borrower has no consent or approval right and (c) telecommunication license agreements, easements, reciprocal agreements and similar agreements.

“Leasing Commissions” means leasing commissions required to be paid by Borrower in connection with the leasing of space to Tenants at any of the Properties pursuant to Leases entered into by Borrower in accordance herewith and payable in accordance with third-party/arms’-length written brokerage agreements or in accordance with the Approved Management Agreement.

“Legal Requirements” means all governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities (including Environmental Laws and zoning restrictions) affecting Borrower, Sponsor, the Property or any other Collateral or any portion thereof or the construction, ownership, use, alteration or operation thereof, or any portion thereof (whether now or hereafter enacted and in force), and all permits, licenses and authorizations and regulations relating thereto.

“Lender” has the meaning set forth in the first paragraph of this Agreement and in Section 8.7.

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“Lender 80% Determination” means a determination by Lender that, based on a current or updated appraisal, a broker’s price opinion or other written determination of value using a valuation method satisfactory to Lender, the fair market value of the Property securing the Loan at the time of such determination (but excluding any value attributable to property that is not an interest in real property within the meaning of section 860G(a)(3)(A) of the Code) is at least 80% of the Loan’s adjusted issue price within the meaning of the Code.

“Lending Parties” has the meaning set forth in Section 8.23(a).

“Lien” means any mortgage, lien (statutory or other), pledge, hypothecation, assignment, preference, priority, security interest, restrictive covenant, easement, or any other encumbrance or charge on or affecting any Collateral or any portion thereof, or any interest therein (including any conditional sale or other title retention agreement, any sale-leaseback, any financing lease or similar transaction having substantially the same economic effect as any of the foregoing, the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any other jurisdiction, domestic or foreign, and mechanics’, materialmen’s and other similar liens and encumbrances, as well as any option to purchase, right of first refusal, right of first offer or similar right, provided that an agreement of sale with respect to one or more Permitted Release Parcels entered into while no Event of Default is continuing (or if an Event of Default is continuing, Lender shall have waived, in its sole discretion, such Event of Default upon the release of such Permitted Release Parcel) shall not constitute a Lien).

“Loan” has the meaning set forth in Section 1.1(a).

“Loan Amount” means $ 465,000,000.

“Loan Documents” means this Agreement, the Note, each of the Mortgages (and related financing statements), the Environmental Indemnity, each of the Subordination of Property Management Agreements, the Cash Management Agreement, the Lockbox Account Agreement, the Cooperation Agreement, the Guaranty and all other agreements, instruments, certificates and documents necessary to effectuate the granting to Lender of first-priority Liens on the Collateral or otherwise in satisfaction of the requirements of this Agreement or the other documents listed above or hereafter entered into by Lender and Borrower in connection with the Loan, as all of the aforesaid may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance herewith.

“Lockbox Account” has the meaning set forth in Section 3.1(a).

“Lockbox Account Agreement” has the meaning set forth in Section 3.1(a).

“Lockbox Bank” means an Eligible Institution chosen by Borrower and reasonably satisfactory to Lender.

“Lockout Period” means the period from the Closing Date to but excluding the first Payment Date following the earlier to occur of (i) the third anniversary of the Closing Date and (ii) the second anniversary of the date on which the entire Loan (including any subordinated interest therein) has been Securitized pursuant to a Securitization or series of Securitizations.

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“Loss Proceeds” means amounts, awards or payments payable to Borrower or Lender in respect of all or any portion of any of the Properties in connection with a Casualty or Condemnation thereof (after the deduction therefrom and payment to Borrower and Lender, respectively, of any and all reasonable expenses incurred by Borrower and Lender in the recovery thereof, including all attorneys’ fees and disbursements, the fees of insurance experts and adjusters and the costs incurred in any litigation or arbitration with respect to such Casualty or Condemnation).

“Loss Proceeds Account” has the meaning set forth in Section 3.3(a).

“Low NOI Level” means Closing Date NOI times 75%.

“Low NOI Period” means any period from (i) the conclusion of any Test Period during which Net Operating Income is less than the Low NOI Level, to (ii) the conclusion of any subsequent Test Period during which Net Operating Income is equal to or greater than the Low NOI Level.

“Major Lease” means any Lease that (i) when aggregated with all other Leases at the applicable Property with the same Tenant (or affiliated Tenants), without giving effect to the exercise of all expansion rights and all preferential rights to lease additional space contained in each such Lease, is expected to demise more than 100,000 rentable square feet, (ii) contains an option or preferential right to purchase all or any portion of such Property, (iii) is with an affiliate of Borrower as Tenant (except for any Lease with an affiliate that demises 5,000 rentable square feet or less for use as management offices), or (iv) is entered into during the continuance of an Event of Default.

“Material Adverse Effect” means a material adverse effect upon (i) Borrower’s title to any Property, (ii) the ability of the Properties in the aggregate to generate net cash flow sufficient to service the Loan, (iii) Lender’s ability to enforce and derive the principal benefit of the security intended to be provided by the Mortgages and the other Loan Documents, or (iv) the value, use or enjoyment of the Properties in the aggregate or the operation or occupancy thereof.

“Material Agreements” means (i) the Central Plant Agreements and (ii) each contract and agreement (other than Leases, any Approved Management Agreement and any construction contracts for Alterations or tenant improvements that may be undertaken without the consent of Lender or for which Lender’s consent has been obtained) relating to the Property, or otherwise imposing obligations on Borrower, under which Borrower would have the obligation to pay more than $500,000 per annum and that cannot be terminated by Borrower without cause upon 60 days’ notice or less without payment of a termination fee, or that is with an affiliate of Borrower.

“Material Alteration” means any Alteration to be performed by or on behalf of Borrower at any of the Properties that (a) is reasonably expected to result in a Material Adverse

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Effect with respect to the applicable Property, (b) is reasonably expected to cost in excess of the applicable Threshold Amount, as determined by an independent architect or contractor, or (c) is reasonably expected to permit (or is reasonably likely to induce) one or more Tenants occupying more than 50,000 rentable square feet in the aggregate to terminate its Lease or abate rent provided the following shall not be Material Alterations hereunder: Alterations in connection with (i) Tenant Improvements under and pursuant to Leases existing as of the Closing Date (pursuant to the terms thereof in existence as of the Closing Date) or Leases thereafter entered into in accordance with this Agreement, (ii) the remediation of any Deferred Maintenance Condition in accordance with this Agreement, (iii) restoration of the Property following a Casualty or Condemnation in accordance with this Agreement and (iv) any other projects set forth on Schedule M, which projects are deemed approved by Lender.

“Maturity Date” means the Payment Date in May, 2022, or such earlier date as may result from acceleration of the Loan in accordance with this Agreement.

“Maximum Management Fee” means 3% of the gross revenues.

“Monthly Capital Expenditure Amount” means, at any time, one-twelfth of the product of (x) $0.20 times (y) the Aggregate Square Footage.

“Monthly TI/LC Amount” means, at any time, one-twelfth of the product of (x) $1.00 times (y) the Aggregate Square Footage.

“Moody’s” means Moody’s Investors Service, Inc. and its successors.

“Morningstar” means Morningstar Credit Ratings, LLC or its applicable affiliate, and its successors.

“Mortgage” means, with respect to each Property, that certain mortgage, deed of trust or deed to secure debt, as the case may be, assignment of rents and leases, collateral assignment of property agreements, security agreement and fixture filing encumbering such Property, executed by Borrower as of the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith. Each Mortgage shall secure the entire Indebtedness, provided that in the event that the jurisdiction in which the Property is located imposes a mortgage recording, intangibles or similar Tax and does not permit the allocation of indebtedness for the purpose of determining the amount of such Tax payable, the principal amount secured by such Mortgage shall be equal to the greater of (x) 125% of such Property’s Allocated Loan Amount and (y) the appraised value of such Property.

“Net Operating Income” means, with respect to any Test Period, the amount by which (x) the product of (i) four, times (ii) the sum of (1) Operating Income for the last Fiscal Quarter contained in such Test Period, plus (2) any rent that would have been paid during such Fiscal Quarter, but for the existence of a free rent period or other rent abatement, plus (3) without duplication, rent that would have been payable during such Fiscal Quarter under any Lease executed during such Fiscal Quarter had such Lease been in effect for the entirety of such Fiscal Quarter, as determined based on the rent payable under such Lease for the first year of the term thereof (without giving effect to any free rent period) exceeds (y) Operating Expenses for such Test Period.

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“Nonconsolidation Opinion” means the opinion letter, dated the Closing Date, delivered by Borrower’s counsel to Lender and addressing issues relating to substantive consolidation in bankruptcy.

“Note(s)” means that certain promissory note, dated as of the Closing Date, made by Borrower to Lender to evidence the Loan, as such note may be replaced by multiple Notes in accordance with Section 1.1(c) and as otherwise assigned (in whole or in part), amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“Note Component” has the meaning set forth in Section 1.1(c).

“OFAC List” means the list of specially designated nationals and blocked persons subject to financial sanctions that is maintained by the U.S. Treasury Department, Office of Foreign Assets Control.

“Officer’s Certificate” means a certificate delivered to Lender that is signed by an authorized officer of Borrower and certifies the information therein to the best of such officer’s knowledge.

“Operating Account” means an Eligible Account maintained by, and under the control of, the Approved Property Manager or Borrower at an Eligible Institution chosen by Borrower, which account shall only contain amounts in respect of one or more of the Properties (and no amounts unrelated to the Property shall be deposited therein or otherwise commingled with the amounts on deposit in such account).

“Operating Expenses” means, for any period, all operating, renting, administrative, management, legal and other ordinary expenses of Borrower and the Properties during such period, determined in accordance with GAAP; provided, however, that such expenses shall not include (i) depreciation, amortization or other non-cash items, (ii) interest, principal or any other sums due and owing with respect to the Loan, (iii) income taxes or other taxes in the nature of income taxes, (iv) Tenant Improvement costs or Leasing Commissions or (v) Capital Expenditures.

“Operating Income” means, for any period, all operating income from each of the Properties during such period, determined in accordance with GAAP (but without straight-lining of rents), other than (i) Loss Proceeds (but Operating Income will include rental loss insurance proceeds to the extent allocable to such period), (ii) any revenue attributable to a Lease that is not a Qualifying Lease, (iii) any revenue attributable to a Lease to the extent it is paid more than 30 days prior to the due date (provided that with respect to any such rent paid more than 30 days prior to the due date, Borrower shall be given credit for such rent in the month in which such rent would have been paid had it not been so prepaid), (iv) any interest income from any source, (v) any repayments received from any third party of principal loaned or advanced to such third party by Borrower, (vi) any proceeds resulting from the Transfer of all or any portion of the

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Collateral, (vii) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any government or governmental agency, (viii) Termination Proceeds, and (ix) any other extraordinary or non-recurring items.

“Overpaying Borrower” has the meaning set forth in Section 8.31.

“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.

“Participation” has the meaning set forth in Section 8.7(b).

“Parkway” means Parkway, Inc., a Maryland corporation.

“Parkway Properties” means Parkway Properties LP, a Delaware limited partnership.

“PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56) (signed into law October 26, 2001), as amended from time to time.

“Payment Date” means, with respect to each Interest Accrual Period, the sixth day of the calendar month in which such Interest Accrual Period ends; provided, that prior to a Securitization, Lender shall have the right to change the Payment Date so long as a corresponding change to the Interest Accrual Period is also made. Whenever a Payment Date is not a Business Day, the entire amount that would have been due and payable on such Payment Date shall instead be due and payable on the immediately preceding Business Day.

“Permits” means all licenses, permits, variances and certificates used in connection with the ownership, operation, use or occupancy of each of the Properties (including certificates of occupancy, business licenses, state health department licenses, licenses to conduct business and all such other permits, licenses, consents, approvals and rights, obtained from any Governmental Authority or private Person concerning ownership, operation, use or occupancy of such Property).

“Permitted Debt” means:

(i) the Indebtedness;

(ii) Taxes not yet delinquent or being contested in good faith (so long as Taxes are not deemed delinquent during the pendency of such contest);

(iii) tenant allowances and Capital Expenditure costs required under Leases or otherwise permitted to be incurred under the Loan Documents that are paid on or prior to the date when due or that are being diligently contested in good faith and by appropriate proceedings, provided that in connection with any such contest the amount of which being contested is in excess of $1,000,000, Borrower deposits with Lender an amount

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that at all times equals at least 125% of the dollar amount of such contested tenant allowances and Capital Expenditures, as security for the payment of such tenant allowance or Capital Expenditure;

(iv) Trade Payables not represented by a note, customarily paid by Borrower within 60 days of incurrence and in fact not more than 60 days outstanding, which are incurred in the ordinary course of Borrower’s ownership and operation of the Properties, in amounts reasonable and customary for similar properties and not exceeding 2.0% of the Loan Amount in the aggregate; and

(v) financing leases and purchase money debt in connection with the financing of equipment and other personal property used on the Property, the removal of which would not materially damage any of the improvements thereon or materially impair the value of such improvements, in each case incurred in the ordinary course of operating the Property and not evidenced by a note or secured by property other than the item of equipment or personal property so financed (and which may be guaranteed by Sponsor and/or cross defaulted with financing leases of Affiliates of Borrower), provided that the aggregate amount of all Trade Payables permitted under clause (iv) above plus the capitalized amount of all such financing leases plus the aggregate amount of all such permitted purchase money debt shall not exceed 2.0% of the Loan Amount at any time.

“Permitted Encumbrances” means:

(i) the Liens created by the Loan Documents;

(ii) all Liens and other matters specifically disclosed on Schedule B of the Title Insurance Policies (or which have been omitted from the Title Insurance Policies with Lender’s prior approval);

(iii) Liens, if any, for Taxes not yet delinquent;

(iv) mechanics’, materialmen’s or similar Liens, if any, and Liens for delinquent taxes or impositions, in each case only if being diligently contested in good faith and by appropriate proceedings, provided that no such Lien is in imminent danger of foreclosure and provided further that either (a) each such Lien is released or discharged of record or fully insured over by the title insurance company issuing the applicable Title Insurance Policy within 30 days of its creation, or (b) for Liens in excess of $1,000,000, Borrower deposits with Lender, by the expiration of such 30-day period, an amount that at all times equals at least 125% of the dollar amount of such Lien (including any increases thereto from time to time) or a bond in the aforementioned amount from such surety, and upon such terms and conditions, as is reasonably satisfactory to Lender, as security for the payment or release of such Lien;

(v) rights of existing and future Tenants as tenants only pursuant to written Leases entered into in conformity with the provisions of this Agreement;

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(vi) Liens securing equipment leases permitted pursuant to clause (iv) of the definition of Permitted Debt existing on the date hereof or entered into in the ordinary course of business;

(vii) easements, licenses, restrictions and other encumbrances entered into with Lender’s prior approval (not to be unreasonably withheld) in connection with the release of any Permitted Release Parcel;

(viii) other Liens approved by Lender in writing subsequent to the date hereof or expressly permitted hereunder; and

(ix) any memorandum of Lease recorded in connection with the Lease with LifeTime Fitness.

“Permitted Investments” means the following, subject to the qualifications hereinafter set forth:

(i) all direct obligations of the U.S. government, and all obligations that are fully guaranteed by the U.S. government, that in each case have maturities not in excess of one year;

(ii) federal funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements, each 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-1+ by S&P, F1+ by Fitch and P-1 by Moody’s (and if the term is between one and three months, a long term rating of A1 and a short term rating of P-1 by Moody’s) 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 each of the Rating Agencies, and that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000;

(iii) deposits that are fully insured by the Federal Deposit Insurance Corp. (FDIC);

(iv) commercial paper rated A–1+ by S&P, F1+ by Fitch and P-1 by Moody’s (and if the term is between one and three months, a long-term rating of A1 and a short term rating of P-1 by Moody’s) by each of the Rating Agencies and having a maturity of not more than 90 days;

(v) any money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clause (i) above, (b) has net assets of not less than $5,000,000,000, and (c) has a rating of AAAm from S&P, Aaa by Moody’s and the highest rating obtainable from Fitch; and

(vi) such other investments as to which the Rating Condition has been satisfied.

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Notwithstanding the foregoing, “Permitted Investments” (i) shall exclude any security with the Standard & Poor’s “r” symbol (or any other Rating Agency’s corresponding symbol) (indicating high volatility or dramatic fluctuations in their expected returns because of market risk) or any other qualifying suffix attached to the rating (with the exception of ratings with regulatory indicators, such as the (sf) subscript, and unsolicited ratings), as well as any mortgage-backed securities and any security of the type commonly known as “strips”; (ii) shall not have maturities that exceed the time periods set forth above; (iii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iv) 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 on Permitted Investments 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 Permitted Investments shall require a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. Except as expressly provided for above, all Permitted 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 or (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

“Permitted Release Parcel” means solely each portion of the Property owned by the following Borrowers as more particularly described on Schedule L: (i) GWP Eight Twelve, LLC, (ii) GWP Richmond Avenue, LLC, (iii) GWP Nine, LLC, (iv) GWP One, LLC, (v) GWP Two, LLC and (vi) GWP 3800 Buffalo Speedway, LLC. For the avoidance of doubt, the portions of the Property owned by the following Borrowers shall not constitute Permitted Release Parcels and shall not be released from the Lien of the Mortgage until the Indebtedness is repaid in full: (i) GWP East, LLC, (ii) GWP West, LLC, (iii) GWP Central Plant, LLC, (iv) GWP Edloe Parking, LLC and (v) GWP North Richmond, LLC.

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

“Plan Assets” means assets of any (i) employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title I of ERISA, (ii) plan (as defined in Section 4975(e)(1) of the Code) subject to Section 4975 of the Code, or (iii) governmental plan (as defined in Section 3(32) of ERISA) subject to federal, state or local laws, rules or regulations substantially similar to Title I of ERISA or Section 4975 of the Code.

“Policies” has the meaning set forth in Section 5.15(b).

“Prepayment Period” means the period beginning with the Payment Date in May 2020 through the Maturity Date.

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“Prime Rate” means the “prime rate” published in the “Money Rates” section of The Wall Street Journal. If The Wall Street Journal ceases to publish the “prime rate,” then Lender shall select an equivalent publication that publishes such “prime rate,” and if such “prime rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall reasonably select a comparable interest rate index.

“Principal Indebtedness” means the principal balance of the Loan outstanding from time to time.

“Prior Loan” has the meaning set forth in Section 4.17(c).

“Prohibited Change of Control” means the occurrence of either or both of the following: (i) the failure of Borrower to be Controlled by one or more Qualified Equityholders (individually or collectively), or (ii) the failure of any other Required SPE to be Controlled by the same Qualified Equityholder(s) that Control Borrower.

“Prohibited Equity Pledge” means the existence of a Lien on any equity interest in, or right to distributions from, a Required SPE, other than:

(i) any pledge of direct or indirect equity interests in and rights to distributions from a Qualified Equityholder or any entity that owns a direct or indirect equity interest in a Qualified Equityholder; or

(ii) any pledge of direct or indirect equity interests in and rights to distributions from an entity controlled by Sponsor that owns a direct or indirect interest in a Required SPE (other than direct equity interests in Borrower or any mezzanine borrower), provided that the indebtedness secured by such pledge is Secured Corporate Debt;

“Prohibited Preferred Equity” means preferred equity that is issued by a Restricted Person and has (i) a hard coupon, minimum return or the equivalent or (ii) a mandatory redemption date or the equivalent, but only where there are material consequences for failure to meet (i) or (ii), such as a change in control or the triggering of buy-sell mechanisms. For the avoidance of doubt, Lender confirms that (i) Series A Preferred Interests (Non-Voting) and Series B Preferred Interests (Voting) in GWP JV Holdings (as defined in the Limited Liability Agreement of GWP JV Holdings, dated as and in effect as of the date hereof), do not constitute Prohibited Preferred Equity and (ii) a customary member loan by a limited partner in GWP JV Limited Partnership with respect to the failure of another limited partner to contribute capital, does not constitute Prohibited Preferred Equity.

“Properties” means the real property described on Schedule A hereto, together with all buildings and other improvements thereon and all personal property owned by Borrower and encumbered by the Mortgages, together with all rights pertaining to such property; and “Property” means an individual property included in the Properties or all Properties collectively, as the context may require.

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“Proportional Amount” has the meaning set forth in Section 8.32.

“Qualified Equityholder” means:

(1) prior to the earlier of (x) the first anniversary of the Closing Date and (y) sixty days following the date on which the entire Loan (including any subordinated interest therein) has been Securitized pursuant to a Securitization or a series of Securitizations, each of Sponsor, Parkway, TIAA and CPP; and

(2) from and after the earlier of (x) the first anniversary of the Closing Date and (y) sixty days following the date on which the entire Loan (including any subordinated interest therein) has been Securitized pursuant to a Securitization or a series of Securitizations, (i) each of Sponsor, Parkway, TIAA and CPP, (ii) any Person approved by Lender with respect to which the Rating Condition is satisfied, or (iii) a bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, real estate company, investment fund or an institution substantially similar to any of the foregoing, provided in each case under this clause (iii) that such Person (x) has total assets (in name or under management) in excess of $1,000,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder’s equity in excess of $500,000,000 (in both cases, exclusive of the Property), and (y) is regularly engaged in the business of owning and operating at least 5,000,000 leasable square feet (excluding the Property) of properties in major metropolitan areas comparable to the Properties.

“Qualified Institutional Lender” means a bank, saving and loan association, investment bank, insurance company, investment fund or similar institutional lender that meets the following criteria (or is majority owned by such Person): (i) has total assets (in name or under management or advisement) in excess of $500,000,000 and (except with respect to a pension advisory firm, asset manager or similar fiduciary) either (x) capital/statutory surplus or shareholder’s equity of at least $500,000,000 or (y) market capitalization of at least $500,000,000, and (ii) is regularly engaged in the business of making or owning (or, in the case of a pension advisory firm or similar fiduciary, regularly engaged in managing investments in) commercial term and revolving credit loans.

“Qualifying Lease” means a Lease to a Tenant that is not a Dark Tenant and is open for business at the Property, not in monetary default under its Lease for a period in excess of sixty (60) days and not the subject of a bankruptcy or similar insolvency proceedings (unless such Tenant has assumed such Lease in bankruptcy).

“Rating Agency” shall mean, prior to the final Securitization of the Loan, any of KBRA, S&P, Moody’s, Morningstar, DBRS and Fitch, or any other nationally-recognized statistical rating agency that has been designated by Lender and, after the final Securitization of the Loan, shall mean any of the foregoing that have rated and continue to rate any of the Certificates (excluding unsolicited ratings).

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“Rating Condition” means, with respect to any proposed action, the receipt by Lender of confirmation in writing from each of the Rating Agencies that such action shall not result, in and of itself, in a downgrade, withdrawal, or qualification of any rating then assigned to any outstanding Certificates; except that if all or any portion of the Loan has not been Securitized pursuant to a Securitization rated by the Rating Agencies, then “Rating Condition” shall instead mean the receipt of prior written approval of both (x) the applicable Rating Agencies (if and to the extent that any portion of the Loan has been Securitized pursuant to a Securitization or series of Securitizations rated by such Rating Agencies), and (y) Lender in its reasonable discretion (it being agreed that it shall be reasonable for Lender to apply Rating Agency criteria in determining whether or not to grant such approval). No Rating Condition shall be regarded as having been satisfied unless and until any conditions imposed on the effectiveness of any confirmation from any Rating Agency shall have been satisfied. Lender shall have the right in its sole discretion to waive a Rating Condition requirement with respect to any Rating Agency that Lender determines has declined to review the applicable proposal; provided that if Lender determines that any Rating Agency has declined to review a Defeasance, then the Rating Condition requirement shall not be waived but shall instead be deemed satisfied as it relates to such Rating Agency for such Defeasance.

“Release” with respect to any Hazardous Substance means any release, deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, or disposing or other movement of Hazardous Substances into the indoor or outdoor environment (including the movement of Hazardous Substances through ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), and “Released” has the meaning correlative thereto.

“Release Price” means, with respect to the release of any Permitted Release Parcel, the greater of (x) (i) with respect to each Permitted Release Parcel other than the parcels described in Schedule A commonly known as 3800 Buffalo Speedway, One Greenway Plaza and Two Greenway Plaza, 115% of such Permitted Release Parcel’s Allocated Loan Amount and (ii) with respect to the parcels described in Schedule A commonly known as 3800 Buffalo Speedway, One Greenway Plaza and Two Greenway Plaza, 105% of such Permitted Release Parcel’s Allocated Loan Amount; and (y) 80% of the proceeds received by Borrower from the sale of such Permitted Release Parcel, net of documented reasonable and customary out-of-pocket closing costs actually incurred by Borrower in connection with such sale.

“REMIC” means a “real estate mortgage investment conduit” as defined in Section 860D of the Code.

“Rent Roll” has the meaning set forth in Section 4.14(a).

“Replacement Guarantor” means (i) Canada Pension Plan Investment Board, (ii) Teachers Insurance Annuity Association of America, (iii) any other Person that is not an Embargoed Person, satisfies Lender’s customary know-your-customer requirements, and meets the requirements of clause (2)(iii) of the definition of Qualified Equityholder, or (iv) such other Person that Lender shall approve in its sole discretion.

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“Representative Borrower” has the meaning set forth in Section 8.4(a).

“Required SPE” means each individual Borrower.

“Restricted Person” means each Required SPE and each of its direct and indirect equityholders to the extent that such direct and indirect equityholders derive more than 25% of its aggregate gross income, and more than 25% of its net worth, from its direct or indirect interest in the Properties. For avoidance of doubt, none of Sponsor, CPP or TIAA is a Restricted Person.

“Revenues” means all rents (including percentage rent), rent equivalents, moneys payable as damages pursuant to a Lease or in lieu of rent or rent equivalents (including all Termination Proceeds), royalties (including all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other consideration of whatever form or nature received by or paid to or for the account of or benefit of Borrower from any and all sources including any obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of property or rendering of services by Borrower and proceeds, if any, from business interruption or other loss of income insurance.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and its successors.

“Secured Corporate Debt” means secured indebtedness of Parkway, Sponsor, Parkway Properties General Partner, Inc., Parkway Properties, TIAA and/or CPP (i) that is not in the nature of a so-called mezzanine loan (i.e., secured solely by the equity interests in one or more of the Borrowers or any mezzanine borrower) as determined pursuant to applicable Rating Agency criteria, (ii) for which the direct or indirect interests in the Property constitutes no more than 25% of the collateral securing such indebtedness, and (iii) that is from a Qualified Institutional Lender, provided if such indebtedness is in the nature of a bank facility or similar multi-party consortium, then only the administrative agent must be a Qualified Institutional Lender so long as such administrative agent and no other Person has the right to foreclose on such interests (provided that an administrative agent shall be deemed to have the sole right to foreclose even if it needs to obtain the consent of other Persons in order to foreclose).

“Securitization” means a transaction in which all or any portion of the Loan is deposited into one or more trusts or entities that issue Certificates to investors, or a similar transaction; and the term “Securitize” and “Securitized” have meanings correlative to the foregoing.

“Securitization Vehicle” means the issuer of Certificates in a Securitization of the Loan.

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“Servicer” means the entity or entities appointed by Lender from time to time to serve as servicer and/or special servicer of the Loan. If at any time no entity is so appointed, the term “Servicer” shall be deemed to refer to Lender.

“Severed Loan Documents” has the meaning set forth in Section 7.2(g).

“Silverpeak” means Silverpeak Capital LLC, a Delaware limited liability company, or an affiliate thereof, in each case, controlled by Brett Bosung and/or Mark Walsh.

“Single-Purpose Entity” means a Person that:

(a) was formed under the laws of the State of Delaware solely for the purpose of acquiring and holding an ownership interest in one or more of the Properties and conducting lawful business that is incident, necessary and appropriate to accomplish the foregoing;

(b) does not engage in any business unrelated to the applicable Property or Properties;

(c) does not own any assets other than those related to its interest in the applicable Property or Properties (and does not and will not own any assets in which Lender does not have a security interest, other than excess cash that has been released to Borrower pursuant hereto);

(d) does not have any Debt other than Permitted Debt;

(e) maintains books, accounts, records, and financial statements, and, to the extent it uses the same, stationery, invoices and checks, in each case that are separate and apart from those of any other Person (except that such Person’s financial position, assets, results of operations and cash flows may be included in the consolidated financial statements of an affiliate of such Person in accordance with GAAP, provided that (i) any such consolidated financial statements do not suggest in any way that such Person’s assets are available to satisfy the claims of its affiliate’s creditors (other than another Person comprising Borrower hereunder) and (ii) such assets shall also be listed on such Person’s own separate balance sheet);

(f) is subject to and complies with all of the limitations on powers and separateness requirements set forth in the organizational documentation of such Person as of the Closing Date;

(g) holds itself out as being a Person separate and apart from each other Person and not as a division or part of another Person;

(h) conducts its business in its own name;

(i) exercises reasonable efforts to correct any misunderstanding actually known to it regarding its separate identity, and subject to the co-borrower status of each

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Person comprising the Borrower, maintains an arms’-length relationship with its affiliates and only enters into a contract or agreement with an affiliate upon terms and conditions that are intrinsically fair, commercially reasonable and substantially similar to those that would be available on an arms’-length basis with unaffiliated third parties;

(j) pays its own liabilities out of its own available funds, including the salaries of its own employees, if any (provided that the foregoing shall not require such Person’s equityholders to make any additional capital contributions to such Person) and reasonably allocates any overhead that is shared with an affiliate, including paying for shared office space and services performed by any officer or employee of an affiliate;

(k) maintains a sufficient number of employees, if any, in light of its contemplated business operations;

(l) conducts its business so that the assumptions made with respect to it that are contained in the Nonconsolidation Opinion shall at all times be true and correct in all material respects;

(m) maintains its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person (other than any co-Borrower);

(n) observes all applicable entity-level formalities in all material respects;

(o) except with respect to the other Borrowers pursuant to the Loan Documents, does not commingle its assets with those of any other Person, and holds its assets in its own name;

(p) does not assume, guarantee or become obligated for the debts of any other Person, and does not hold out its credit as being available to satisfy the obligations or securities of others or allow its affiliates to hold out their credit as being available to satisfy its obligations or securities (except pursuant to or as permitted by the Loan Documents);

(q) does not acquire obligations or securities of its direct or indirect equityholders;

(r) does not pledge its assets for the benefit of any other Person and does not make any loans or advances to any other Person other than as contemplated by the Loan Documents with respect to co-Borrowers;

(s) maintains adequate capital in light of its contemplated business operations (provided that the foregoing shall not require such Person’s partners, members or shareholders to make any additional capital contributions to such Person and provided further that the Property cash flow is sufficient to allow the maintenance of adequate capital (taking into account all other obligations of Borrower under the Loan and the costs and expenses of owning, operating and leasing the Property in accordance with the Loan Documents);

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(t) has two Independent Directors, and has organizational documents that (i) provide that the Independent Directors shall consider only the interests of Borrower, including its creditors, and shall have no fiduciary duties to Borrower’s equityholders (except to the extent of their respective interests in Borrower), and (ii) prohibit the replacement of any Independent Director without Cause and without giving at least two Business Days’ prior written notice to Lender and the Rating Agencies (except in the case of the death, legal incapacity, or voluntary non-collusive resignation of an Independent Director, in which case no prior notice to Lender or the Rating Agencies shall be required in connection with the replacement of such Independent Director with a new Independent Director that is provided by any of the companies listed in the definition of “Independent Director”);

(u) if it is a limited liability company, has organizational documents that provide that upon the occurrence of any event that causes it to have no members while the Loan is outstanding, at least one of its Independent Directors shall automatically be admitted as its sole member and shall preserve and continue its existence without dissolution;

(v) files its own tax returns separate from those of any other Person, except to the extent it is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and pays any taxes required to be paid under applicable law only from its own available funds (provided that the foregoing shall not require such Person’s partners, members or shareholders to make any additional capital contributions to such Person); and

(w) has by-laws or an operating agreement that provides that, for so long as the Loan is outstanding, such Person shall not take or consent to any of the following actions except to the extent expressly permitted in this Agreement and the other Loan Documents:

(i) the dissolution, liquidation, consolidation, merger or sale of all or substantially all of its assets;

(ii) the engagement by such Person in any business other than the acquisition, development, management, leasing, ownership, maintenance and operation of the applicable Property or Properties and activities incidental thereto;

(iii) the filing, or consent to the filing, of a bankruptcy or insolvency petition with respect to such Person, any general assignment for the benefit of creditors or the institution of any other insolvency proceeding, the seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official in respect of such

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Person, admitting in writing such Person’s inability to pay its debts generally as they become due, or the taking of any action in furtherance of any of the foregoing, without the affirmative vote of both of its Independent Directors; and

(iv) any amendment or modification of any provision of its organizational documents relating to qualification as a “Single-Purpose Entity”.

“Sponsor” means Parkway Operating Partnership, LP, a Delaware limited partnership, and such other Person as shall become a guarantor or indemnitor under the Guaranty or the Environmental Indemnity (or a replacement thereof) in accordance with the terms of this Agreement.

“Subordination of Property Management Agreement” means that certain consent and agreement of manager and subordination of management agreement executed by Borrower and the Approved Property Manager as of the Closing Date, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

“Successor Borrower” means a then newly-formed Single-Purpose Entity that is Controlled by one or more Qualified Equityholders.

“Survey” means, with respect to each Property, a current land title survey thereof, certified to Borrower, the title company issuing the applicable Title Insurance Policy and Lender and their respective successors and assigns, in form and substance reasonably satisfactory to Lender, provided all of the Properties may be covered by a single survey.

“Taxes” means all real estate and personal property taxes, assessments, fees, taxes on rents or rentals, water rates or sewer rents, facilities and other governmental, municipal and utility district charges or other similar taxes or assessments now or hereafter levied or assessed or imposed against the Properties or Borrower with respect to the Properties or rents therefrom or that may become Liens upon any of the Properties, without deduction for any amounts reimbursable to Borrower by third parties.

“Tenant” means any Person liable by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) pursuant to a Lease.

“Tenant Improvements” means, collectively, (i) tenant improvements to be undertaken for any Tenant that are required to be completed by or on behalf of Borrower pursuant to the terms of such Tenant’s Lease, and (ii) tenant improvements paid or reimbursed through allowances to a Tenant pursuant to such Tenant’s Lease.

“Tenant Notice” has the meaning set forth in Section 3.1(a).

“Termination Proceeds” has the meaning set forth in Section 3.5(d).

“Test Period” means each 12-month period ending on the last day of a Fiscal Quarter.

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“Threshold Amount” means, with respect to each Property, an amount equal to 5.0% of such Property’s Allocated Loan Amount.

“TIAA” means Teachers Insurance and Annuity Association of America.

“Title Insurance Policy” means, with respect to each Property, an American Land Title Association lender’s title insurance policy or a comparable form of lender’s title insurance policy approved for use in the applicable jurisdiction, in form and substance reasonably satisfactory to Lender.

“TI/LC Reserve Account” has the meaning set forth in Section 3.5(a).

“Trade Payables” means unsecured amounts payable by or on behalf of Borrower for or in respect of the operation of the Properties in the ordinary course and that would under GAAP be regarded as ordinary expenses, including amounts payable to suppliers, vendors, contractors, mechanics, materialmen or other Persons providing property or services to the Properties or Borrower and the capitalized amount of any ordinary-course financing leases, but excluding Capital Expenditures.

“Transaction” means, collectively, the transactions contemplated and/or financed by the Loan Documents.

“Transfer” means the sale or other whole or partial conveyance of all or any portion of any of the Collateral or any direct or indirect interest therein to a third party, including granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of the Collateral or the subjecting of any portion of the Collateral to restrictions on transfer; except that the following shall not constitute a Transfer: (i) the conveyance of a space lease at a Property in accordance herewith, (ii) the conveyance of obsolete or other personal property; (iii) Permitted Encumbrances; (iv) sale or other whole or partial conveyance of all or any portion of any of the Collateral or any direct or indirect interest therein to Lender pursuant to a foreclosure or conveyance in lieu of foreclosure of all or any portion of the Collateral; and (v) sale or other whole or partial conveyance of all or any portion of any of the Collateral or any direct or indirect interest therein in accordance with Section 5.16.

“Treasury Constant Yield” means the arithmetic mean of the rates published as “Treasury Constant Maturities” as of 5:00 p.m., New York time, for the five Business Days preceding the date on which acceleration has been declared, or, as applicable, the date on which a prepayment subject to a Yield Maintenance Premium pursuant to this Agreement is made, as shown on the USD screen of Reuters (or such other page as may replace that page on that service, or such other page or replacement therefor on any successor service), or if such service is not available, the Bloomberg Service (or any successor service), or if neither Reuters nor the Bloomberg Service is available, under Section 504 in the weekly statistical release designated H.15(519) (or any successor publication) published by the Board of Governors of the Federal Reserve System, for “On the Run” U.S. Treasury obligations corresponding to the commencement of the Prepayment Period. If no such maturity shall so exactly correspond, yields for the two most closely corresponding published maturities shall be calculated pursuant

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to the foregoing sentence and the Treasury Constant Yield shall be interpolated or extrapolated (as applicable) from such yields on a straight-line basis (rounding, in the case of relevant periods, to the nearest month).

“Trigger Level” means Closing Date NOI times 65%.

“Trigger Period” means any period from (i) the conclusion of any Test Period during which Net Operating Income is less than the Trigger Level, to (ii) the conclusion of the second of any two Test Periods ending in consecutive Fiscal Quarters thereafter during each of which Test Periods Net Operating Income is equal to or greater than the Trigger Level (and if the financial reports required under Sections 5.12, 5.13 and 5.14 are not delivered to Lender as and when required hereunder, a Trigger Period shall be deemed to have commenced and be ongoing, unless and until such reports are delivered and they indicate that, in fact, no Trigger Period is ongoing).

“Undefeased Note” has the meaning set forth in Section 2.1(b).

“Unfunded Obligations” means the items described in Schedule D.

“Unfunded Obligations Account” has the meaning set forth in Section 3.8(a).

“Unfunded Obligations Amount” means $74,248,039.54.

“Use” means, with respect to any Hazardous Substance, the generation, manufacture, processing, distribution, handling, possession, use, discharge, placement, treatment, disposal, disposition, removal, abatement, recycling or storage of such Hazardous Substance or transportation of such Hazardous Substance.

“U.S. Person” means a United States person within the meaning of Section 7701(a)(30) of the Code.

“U.S. Tax” means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof.

“Waste” means any material abuse or destructive use (whether by action or inaction) of any Property.

“Yield Maintenance Premium” means, with respect to any payment of principal on a Note or Note Component following an acceleration of the Loan, the product of:

(A) a fraction whose numerator is the amount so paid and whose denominator is the outstanding principal balance of the Note or Note Component before giving effect to such payment, times

(B) the amount by which (1) the sum of the respective present values, computed as of the date of prepayment, of the remaining scheduled payments of principal and interest with respect to the Note or Note Component through and including the first

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Payment Date in the Prepayment Period, including the balloon payment on the scheduled Maturity Date as if such payment was made on the first Payment Date in the Prepayment Period (assuming no earlier prepayments or acceleration of the Loan), determined by discounting such payments to the date on which such prepayment is made at the Treasury Constant Yield, exceeds (2) the outstanding principal balance of the Note or Note Component on such date immediately prior to such prepayment;

provided that the Yield Maintenance Premium shall not be less than 2% of the amount prepaid. The calculation of the Yield Maintenance Premium shall be made by Lender and shall, absent manifest error, be final, conclusive and binding upon all parties.

(b) Rules of Construction. Unless otherwise specified, (i) all references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement, (ii) all meanings attributed to defined terms in this Agreement shall be equally applicable to both the singular and plural forms of the terms so defined, (iii) “including” means “including, but not limited to”, (iv) “mortgage” means a mortgage, deed of trust, deed to secure debt or similar instrument, as applicable, and “mortgagee” means the secured party under a mortgage, deed of trust, deed to secure debt or similar instrument, (v) the words “hereof,” “herein,” “hereby,” “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, article, section or other subdivision of this Agreement, (vi) unless otherwise indicated, all references to “this Section” shall refer to the Section of this Agreement in which such reference appears in its entirety and not to any particular clause or subsection or such Section, (vii) the use of the phrases “an Event of Default exists”, “during the continuance of an Event of Default” or similar phrases in the Loan Documents shall not be deemed to grant Borrower any right to cure an Event of Default (except as expressly provided herein), and each Event of Default shall continue unless and until the same is waived by Lender in writing in accordance with the requirements of the Loan Documents, and (viii) terms used herein and defined by cross-reference to another agreement or document shall have the meaning set forth in such other agreement or document as of the Closing Date, notwithstanding any subsequent amendment or restatement of or modification to such other agreement or document. Except as otherwise indicated, all accounting terms not specifically defined in this Agreement shall be construed in accordance with GAAP, as the same may be modified in this Agreement.

ARTICLE I

GENERAL TERMS

Section 1.1. The Loan.

(a) On the Closing Date, subject to the terms and conditions of this Agreement, Lender shall make a loan to Borrower (the “Loan”) in an amount equal to the Loan Amount. The Loan shall initially be represented by a single Note that shall bear interest as described in this Agreement at a per annum rate equal to the Interest Rate. Interest payable hereunder shall be computed on the basis of a 360-day year and the actual number of days elapsed in the related Interest Accrual Period.

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(b) The Loan shall be secured by the Collateral pursuant to the Mortgages and the other Loan Documents.

(c) Upon written notice from Lender to Borrower (a “Componentization Notice”), the Note will be deemed to have been subdivided into multiple components (“Note Components”); provided that any such subdivision following the Closing Date shall be at Lender’s sole cost and expense, except that Borrower shall pay its own legal expenses. Each Note Component shall have such notional balance and interest rate as Lender shall specify in the Componentization Notice, provided that the sum of the principal balances of all Note Components shall equal the then-current Principal Indebtedness, and the weighted average of the component interest rates, weighted on the basis of their respective principal balances, shall equal the Interest Rate. Borrower shall be treated as the obligor with respect to each of the Note Components and, subject to Section 8.7, acknowledges that each Note Component may be individually beneficially owned by a separate Person. In such event, one Lender shall serve as agent for all holders of the Note Components and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the holders of the Note Components (subject, in each case, to (x) appointment of a Servicer, pursuant to Section 8.22, to receive such notices, requests and other communications and/or to grant or withhold consents, as the case may be and (y) the rights of holders of the Note Components to approve or disapprove consents pursuant to one or more co-lender, intercreditor or similar agreements). The Note Components need not be represented by separate physical Notes, but if requested by Lender, each Note Component shall be represented by a separate physical Note, in which case the applicable Borrowers shall execute and return to Lender each such Note, in the same form as the Note executed and delivered on the Closing Date, promptly following Borrower’s receipt of an execution copy thereof. Voluntary and involuntary prepayments and Defeasances of principal on the Loan shall be applied to the Notes or Note Components in the manner specified by Lender in the Componentization Notice, which may increase the weighted average interest rate of the Notes or Note Components (with the result that the monthly interest payment owed by Borrower might increase).

Section 1.2. Interest and Principal.

(a) On each Payment Date, Borrower shall pay to Lender interest on each Note for the applicable Interest Accrual Period at the applicable Interest Rate (except that in each case, interest shall be payable on the Indebtedness, including due but unpaid interest, at the Default Rate with respect to any portion of such Interest Accrual Period falling during the continuance of an Event of Default).

Notwithstanding the foregoing, on the Closing Date, Borrower shall pay interest from and including the Closing Date through the end of the first Interest Accrual Period, in lieu of making such payment on the first Payment Date following the Closing Date (unless the Closing Date falls on a Payment Date, in which case, no interest will be collected on the Closing Date, and Borrower shall make the payment required pursuant to this Section commencing on the first Payment Date following the Closing Date).

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(b) No prepayments of the Loan shall be permitted except for (i) prepayments resulting from Casualty or Condemnation as described in Section 5.16, and (ii) a prepayment of the Loan in whole (but not in part) during the Prepayment Period on not less than 10 days prior written notice; provided that any prepayment hereunder shall be accompanied by all interest accrued on the amount prepaid, plus if such prepayment is not made on a Payment Date, the amount of interest that would have accrued on the amount prepaid had the Loan remained outstanding through the end of the Interest Accrual Period in which such prepayment occurs, plus all other amounts then due under the Loan Documents. Borrower’s notice of prepayment shall create an obligation of Borrower to prepay the Loan as set forth therein, but may be rescinded with 2 days’ writing notice to Lender (subject to payment of any actual and documented out-of-pocket costs and expenses resulting from such rescission). In addition, Defeasance shall be permitted after the expiration of the Lockout Period as described in Section 2.1. The entire outstanding principal balance of the Loan, together with interest through the end of the applicable Interest Accrual Period and all other amounts then due under the Loan Documents, shall be due and payable by Borrower to Lender on the Maturity Date. In connection with the application of Loss Proceeds towards the prepayment of the Principal Indebtedness pursuant to Section 5.16 following a Casualty or Condemnation, any such prepayment shall be applied to reduce the Allocated Loan Amount of the affected Property, and Borrower shall have the right, within 120 days after the application of the Loss Proceeds to the Principal Indebtedness, to obtain a release of the affected Property or Properties from the Lien of the Mortgage by making a partial prepayment of the Principal Indebtedness (without the payment of any Yield Maintenance Premium) in an amount equal to the Allocated Loan Amount of such Property or Properties less the amount of Loss Proceeds applied to the Principal Indebtedness; provided that after giving effect to the release of the affected Property or Properties, the Lender 80% Determination shall have been satisfied.

(c) If all or any portion of the Principal Indebtedness is paid to Lender following acceleration of the Loan prior to the Prepayment Period, Borrower shall pay to Lender an amount equal to the applicable Yield Maintenance Premium, provided, however, that no Yield Maintenance Premium shall be due and payable with respect to any prepayment of the Loan as a result of a Casualty or Condemnation, so long as no Event of Default is continuing. Amounts received in respect of the Indebtedness during the continuance of an Event of Default shall be applied toward interest, principal and other components of the Indebtedness (in such order as Lender shall determine) before any such amounts are applied toward payment of Yield Maintenance Premiums, if any, with the result that Yield Maintenance Premiums shall accrue as the Principal Indebtedness is repaid but no amount received from Borrower shall constitute payment of a Yield Maintenance Premium until the remainder of the Indebtedness shall have been paid in full. Borrower acknowledges that (i) a prepayment will cause damage to Lender; (ii) the Yield Maintenance Premium is intended to compensate Lender, in connection with any prepayment (other than as a result of Casualty or Condemnation) prior to the Prepayment Period, for the loss of its investment and the expense incurred and time and effort associated with making the Loan, which will not be fully repaid if the Loan is prepaid; (iii) it will be extremely difficult and impractical to ascertain the extent of Lender’s damages caused by a prepayment after an acceleration or any other prepayment not permitted by the Loan Documents; and (iv) the Yield Maintenance Premium represents Lender’s and Borrower’s reasonable estimate of Lender’s damages from such prepayment and is not a penalty.

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(d) From and after the occurrence and during the continuance of an Event of Default, the Indebtedness shall bear interest at the applicable Default Rate and, in the case of all amounts not paid when due hereunder (after any applicable cure period, if any), Borrower shall pay to Lender a late fee in an amount equal to the lesser of five percent of such unpaid sum and the maximum amount permitted by applicable law, in order to defray a portion of the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment (except that no late fee shall be payable in respect of a late payment of the Principal Indebtedness on the Maturity Date, whether or not accelerated).

Section 1.3. Method and Place of Payment. Except as otherwise specifically provided in this Agreement, all payments and prepayments under this Agreement and the Notes (including any deposit into the Cash Management Account pursuant to Section 3.2(b)) shall be made to Lender not later than 1:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America by wire transfer in federal or other immediately available funds to the account specified from time to time by Lender. Any funds received by Lender after such time shall be deemed to have been paid on the next succeeding Business Day. Lender shall notify Borrower in writing of any changes in the account to which payments are to be made. If the amount received from Borrower (or from the Cash Management Account pursuant to Section 3.2(a)) is less than the sum of all amounts then due and payable hereunder, such amount shall be applied, at Lender’s sole discretion, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder) and the Notes and Note Components, in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

Section 1.4. Taxes.

(a) Borrower shall indemnify Lender and hold Lender harmless from and against any present or future stamp, documentary or other similar or related taxes or other similar or related charges now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority by reason of the execution and delivery of the Loan Documents and any consents, waivers, amendments and enforcement of rights under the Loan Documents.

(b) Reasonably promptly following Borrower’s request, the initial Lender shall complete and deliver to Borrower a duly executed Form W-9 certifying that it is not subject to backup withholding. If Borrower is required by law to withhold or deduct any amount from any payment hereunder in respect of any Borrower Tax, Borrower shall withhold or deduct the appropriate amount, remit such amount to the appropriate Governmental Authority and pay to the Lender and each Person to whom there has been an Assignment or Participation of a Loan such additional amounts as are necessary in order that the net payment of any amount due hereunder, after deduction for or withholding in respect of any Borrower Tax imposed with respect to such payment, will not be less than the amount stated in this Agreement to be then due and payable; except that the foregoing obligation to pay such additional amounts shall not apply

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(i) to any net income or franchise taxes imposed by the jurisdiction under the laws of which the Lender is organized, has its principal place of business or where its applicable lending office is located, (ii) with respect to any amount of U.S. Tax in effect and applicable to payments to the Lender on the date of this Agreement (or, for payments made under this Agreement to any Person to whom there has been an Assignment or Participation, with respect to any amount of U.S. Tax imposed by any law in effect and applicable to payments to such Person on the date of such Assignment or Participation), or (iii) to any amount of Borrower Taxes imposed solely by reason of the failure by an assignee to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections with the United States of America of such Person (or beneficial owner, as the case may be) if such compliance is required by statute or regulation of the United States of America as a precondition to relief or exemption from such Borrower Taxes. If Borrower shall fail to pay any Borrower Taxes or other amounts that Borrower is required to pay pursuant to this Section, and Lender or any Person to whom there has been an Assignment or Participation of a Loan pays the same, Borrower shall reimburse Lender or such Person promptly following demand therefor in the currency in which such Borrower Taxes or other amounts are paid, whether or not such Borrower Taxes were correctly or legally asserted, together with interest thereon from and including the date of payment to but excluding the date of reimbursement at a rate per annum equal to the Default Rate.

(c) Within 30 days after paying any amount from which it is required by law to make any deduction or withholding, and within 30 days after it is required by law to remit such deduction or withholding to any relevant taxing or other authority, Borrower shall deliver to Lender satisfactory evidence of such deduction, withholding or payment (as the case may be).

Section 1.5. Release. Upon payment of the Indebtedness in full when permitted or required hereunder, Lender shall execute instruments prepared by Borrower and reasonably satisfactory to Lender, which, at Borrower’s election and at Borrower’s sole cost and expense: either (a) release and discharge all Liens on all Collateral securing payment of the Indebtedness (subject to Borrower’s obligation to pay any associated actual and documented fees and expenses), including all balances in the Collateral Accounts; or (b) assign such Liens (and the Loan Documents) to a new lender designated by Borrower. Any release or assignment provided by Lender pursuant to this Section shall be without recourse, representation or warranty of any kind.

ARTICLE II

DEFEASANCE AND ASSUMPTION

Section 2.1. Defeasance.

(a) On any date after the expiration of the Lockout Period subject to the notice requirement described in Section 2.1(d), Borrower may from time to time obtain the release of (x) all of the Properties from the Liens of the Loan Documents by Defeasing the entire Loan, or (y) one or more Permitted Release Parcels from the Liens of the Loan Documents by satisfying the conditions set forth in Section 2.2, and Defeasing a portion of the Loan that is not less than

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the sum of the Release Prices of the Permitted Release Parcels so released, provided that all sums then due to Lender under the Loan Documents are paid and the following are delivered to Lender:

(i) Defeasance Collateral sufficient to provide payments on or prior to, and in any event as close as possible to, all successive Payment Dates in an amount sufficient (x) to pay the interest and principal due on such Payment Dates in respect of a portion of the Loan equal to the amount Defeased and (y) to repay the outstanding principal balance of such portion of the Loan on the first Payment Date in the Prepayment Period or such other Payment Date in the Prepayment Period as Borrower shall elect;

(ii) written confirmation from an independent certified public accounting firm reasonably satisfactory to Lender that such Defeasance Collateral is sufficient to provide the payments described in clause (i) above;

(iii) a security agreement, in form and substance reasonably satisfactory to Lender, creating in favor of Lender a first priority perfected security interest in such Defeasance Collateral (a “Defeasance Pledge Agreement”);

(iv) an opinion of counsel for Borrower, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining that (1) the Defeasance Pledge Agreement has been duly authorized and is enforceable against Borrower in accordance with its terms and that Lender has a perfected first priority security interest in such Defeasance Collateral; (2) if the Loan has been Securitized, the Defeasance (including the assumption pursuant to Section 2.1(c)) does not cause a tax to be imposed on the Securitization Vehicle or, if the Securitization Vehicle is a REMIC, does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of section 860G(a)(3) of the Code, and (3) the Defeasance (in the case of a partial Defeasance, with respect to both the Defeased Note and the Undefeased Note) does not constitute a “significant modification” of the Loan under Section 1001 of the Code;

(v) if all or any portion of the Loan has been Securitized, the Rating Condition with respect to such Defeasance shall have been satisfied or deemed satisfied pursuant to the definition of “Rating Condition”;

(vi) instruments reasonably satisfactory to Lender releasing and discharging or assigning to a third party Lender’s Liens on the Collateral so released (other than the Defeasance Collateral);

(vii) such other customary certificates, opinions, documents or instruments as Lender and the Rating Agencies may reasonably request; and

(viii) reimbursement for all actual and documented reasonable costs and expenses incurred in connection with this Section 2.1 (including Rating Agency and Servicer fees and expenses, reasonable fees and expenses of legal counsel and accountants and any revenue, documentary stamp or intangible taxes or any other tax or charge due in connection herewith).

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Lender shall reasonably cooperate with Borrower to avoid the incurrence of mortgage recording taxes in connection with a Defeasance, at Borrower’s sole cost and expense.

(b) If the Loan is not Defeased in full, Borrower shall execute and deliver all documents necessary to amend and restate the Note with two substitute Notes: one note having a principal balance equal to the Defeased portion of the original Note (the “Defeased Note”) and one note having a principal balance equal to the undefeased portion of the original Note (the “Undefeased Note”). If acceptable to any facilitator of the Defeasance, Lender shall have the right to cross-default the Defeased Note with the Undefeased Note such that a default with respect to the Undefeased Note shall constitute a default under the Defeased Note; provided, however no other cross-default of the Defeased Note and the Undefeased Note shall be permitted. The Undefeased Notes may be the subject of a further Defeasance in accordance with the terms of this Section 2.1 (the term “Note”, as used in this Section 2.1, being deemed to refer to the Undefeased Note that is the subject of further Defeasance).

(c) At the time of the Defeasance, the Defeased Note shall be assumed by a bankruptcy-remote entity established or designated by the initial Lender hereunder or its designee, to which Borrower shall transfer all of the Defeasance Collateral (a “Defeasance Borrower”). If the Loan is Defeased in part or in full, the right of the initial Lender hereunder or its designee to establish or designate a Defeasance Borrower shall be retained by the initial Lender notwithstanding the sale or transfer of the Loan unless such obligation is specifically assigned to and assumed by the transferee. Such Defeasance Borrower shall execute and deliver to Lender an assumption agreement in form and substance reasonably satisfactory to Lender, such Uniform Commercial Code financing statements as may be reasonably requested by Lender and legal opinions of counsel reasonably acceptable to Lender that are substantially equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions reasonably satisfactory to Lender and satisfactory to the Rating Agencies; and Borrower and the Defeasance Borrower shall deliver such other documents, certificates and legal opinions as Lender shall reasonably request.

(d) Borrower must give Lender and each Rating Agency at least 30 days’ (and not more than 60 days’) prior written notice of any Defeasance under this Section, specifying the date on which the Defeasance is to occur. If such Defeasance is not made on such date (x) Borrower’s notice of Defeasance will be deemed rescinded, and (y) Borrower shall on such date pay to Lender all reasonable losses, actual and documented costs and expenses suffered by Lender as a consequence of such rescission.

(e) Upon satisfaction of the requirements contained in this Section 2.1, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and approved by Lender, as shall be necessary to release the applicable Property or Properties from the Liens of the Loan Documents or to assign the applicable portion of such Liens and the Defeased portions of the Note to a third party to the extent necessary to avoid the incurrence of mortgage recording taxes. Thereafter “Borrower,” as defined herein, shall exclude the Borrower that owned the Permitted Release Parcel that was theretofore released.

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Section 2.2. Property Releases.

(a) On or after the Lockout Period, provided no Event of Default (other than an Event of Default that would be cured by the release of the applicable Permitted Release Parcel), is then continuing and all amounts then due and owing to Lender have been paid in full, Borrower shall have the right, at its option, on not less than 30 days’ prior written notice to Lender, to obtain the release of one or more of the Permitted Release Parcels from the Liens of the Loan Documents, provided that the following conditions shall have been satisfied:

(i) such release shall be in connection with in connection with an arms’-length sale of one or more Permitted Release Parcels to a Person that is not an affiliate of Borrower;

(ii) Borrower shall Defease the Loan, in accordance with Section 2.1, in an amount equal to the Release Price applicable to such Permitted Release Parcels;

(iii) DSCR for the Test Period then most recently ended, recalculated to include only income and expense attributable to the Properties remaining after the contemplated release and to exclude the interest expense on the aggregate amount Defeased, shall be no less than the DSCR Threshold; and provided further;

(iv) after giving effect to the release of the Property or Properties, the Lender 80% Determination shall have been satisfied;

(v) if the Loan has been Securitized, Borrower shall deliver to Lender an opinion of counsel in form and substance which would be acceptable to a prudent lender of securitized commercial mortgage loans acting reasonably, stating, among other things, that any REMIC Trust formed pursuant to a Securitization will not fail to maintain its status as a REMIC as a result of such release and will not be subject to tax on any “prohibited transactions” or “prohibited contributions” as a result of such release;

(vi) Borrower shall reimburse Lender for any actual out-of-pocket costs and expenses incurred by Lender in connection with this Section 2.2 (including the reasonable fees and expenses of legal counsel and the reasonable out-of-pocket expenses of the Servicer);

(vii) a Form T-38 endorsement to the Title Insurance Policies addressing the release of the Properties;

(viii) if reasonably requested by Lender, an updated survey of the Property that does not include the Permitted Release Parcel;

(ix) reasonably satisfactory evidence that (1) such Permitted Release Parcel has been legally subdivided from the remainder of the Properties or otherwise constitutes

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a separate legal parcel in compliance with Legal Requirements; (2) after giving effect to such release, each of the Permitted Release Parcel and the balance of the Properties conforms to and is in compliance in all material respects with applicable Legal Requirements; (3) after giving effect to such release, each of the Permitted Release Parcel and the balance of the Properties constitute separate tax lots; and (4) the Permitted Release Parcel is not necessary for the Property to comply with any zoning, building, land use or parking or other Legal Requirements applicable to the Property or for the then current use of the Property, including without limitation for access, driveways, parking, utilities or drainage or, to the extent that such Permitted Release Parcel is necessary for any such purpose, a reciprocal easement agreement or other agreement reasonably acceptable to Lender has been executed and recorded or any reciprocal easement agreement in place at Closing has been amended and recorded, in each case, that would allow the owners of the Properties to continue to use the Permitted Release Parcel to the extent necessary for such purpose, in which case Lender shall, at Borrower’s sole cost and expense, reasonably cooperate by executing customarily required mortgage consents, reasonably acceptable to Lender;

(x) reasonably satisfactory evidence that Borrower has complied with any requirements applicable to the release in the Leases, reciprocal easement agreements, operating agreements, parking agreements or other similar agreements affecting the Property and such release shall not violate any of the provisions of any such documents in any respect that would result in a termination (or give any other party thereto the right to terminate), extinguishment or other loss of material rights of Borrower or in a material increase in Borrower’s obligations under such documents;

(b) Upon satisfaction of the requirements set forth in this Section 2.2, Lender will execute and deliver to Borrower such instruments, prepared by Borrower and reasonably approved by Lender, as shall be necessary to release the applicable Property from the Liens of the Loan Documents, and to release the applicable Borrower from all further liabilities and obligations under the Loan Documents (other than those expressly provided to survive repayment). Thereafter the “Borrower” hereunder shall exclude the Borrower that owned the released Permitted Release Parcel so long as such Borrower does not own any other Property that is subject to the Liens of the Loan. Any rents or other income from the released Permitted Release Parcel that is thereafter inadvertently paid or deposited into the Lockbox Account or the Cash Management Account shall be promptly released to the applicable Borrower.

Section 2.3. Assumption. From and after the first anniversary of the Closing Date, the initial Borrower shall have the right to contemporaneously Transfer all of the Collateral to a Successor Borrower that will assume all of the obligations of Borrower hereunder and under the other Loan Documents (an “Assumption”), provided no Event of Default or monetary Default is then continuing or would result therefrom and the following conditions are met to the reasonable satisfaction of Lender:

(i) such Successor Borrower shall have executed and delivered to Lender an assumption agreement (including an assumption of the applicable Mortgage in recordable form, if requested by Lender), in form and substance reasonably acceptable to Lender,

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evidencing its agreement to abide and be bound by the terms of the Loan Documents and containing representations substantially equivalent to those contained in Article IV (recast, as necessary, such that representations that specifically relate to Closing Date are remade as of the date of such Assumption), and such other representations (and evidence of the accuracy of such representations) as Lender shall reasonably request;

(ii) such Uniform Commercial Code financing statements as may be reasonably requested by Lender shall be filed;

(iii) a Replacement Guarantor assumes all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender first arising from and after the date of such assumption (and upon such assumption by such Person, Sponsor and any other such guarantor shall be released on a forward-looking basis from such obligations, liabilities, guarantees and indemnities);

(iv) such Successor Borrower shall have delivered to Lender legal opinions of counsel reasonably acceptable to Lender that are equivalent to the opinions delivered to Lender on the Closing Date, including new nonconsolidation opinions that are reasonably satisfactory to Lender and satisfactory to each of the Rating Agencies; and Borrower and the Successor Borrower shall have delivered such other documents, certificates and legal opinions, including relating to REMIC or grantor trust matters, as applicable, Lender shall reasonably request;

(v) such Successor Borrower shall have delivered to Lender all documents reasonably requested by it relating to the existence of such Successor Borrower and the due authorization of the Successor Borrower to assume the Loan and to execute and deliver the documents described in this Section, each in form and substance reasonably satisfactory to Lender, including a certified copy of the applicable resolutions from all appropriate persons, certified copies of the organizational documents of the Successor Borrower, together with all amendments thereto, and certificates of good standing or existence for the Successor Borrower issued as of a recent date by its state of organization and each other state where such entity, by the nature of its business, is required to qualify or register;

(vi) the Form T-38 endorsement to the Title Insurance Policies addressing the Transfer of the Properties to the Successor Borrower;

(vii) the Rating Condition shall have been satisfied with respect to the legal structure of the Successor Borrower, the documentation of the Assumption and the related legal opinions; and

(viii) concurrently with the assumption, Borrower shall have paid to Lender a nonrefundable assumption fee in an amount equal to 0.25% of the Principal Indebtedness, and Borrower shall have reimbursed Lender for its reasonable actual and documented out-of-pocket costs and expenses incurred in connection with such Assumption.

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Section 2.4. Transfers of Equity Interests in Borrower.

(a) No direct or indirect equity interests in Borrower shall be conveyed or otherwise transferred to any Person, unless the following conditions are satisfied:

(i) with respect to any transferee that, as a result of such transfer, will hold more than a 5% direct or indirect interest in, or control, Borrower, Lender’s standard “know-your-customer” requirements shall have been satisfied (provided, that (x) from and after the date on which the initial Lender does not own any interest in the Loan, the foregoing 5% threshold shall be 10%, (y) transfers of stock on a nationally recognized public exchange shall not be subject to any “know-your-customer” requirements and (z) no such “know-your-customer” requirements shall apply to any Person who has previously satisfied Lender’s “know-your-customer” requirements in connection with the Loan;

(ii) no Prohibited Change of Control, Prohibited Equity Pledge or Prohibited Preferred Equity shall occur or exist as a result thereof;

(iii) other than as provided in clause subsection (b) below, if any such conveyance or transfer results in Borrower ceasing to be Controlled by Sponsor and in connection with each subsequent conveyance or transfer that again changes the identity of the Qualified Equityholder that Controls Borrower, then each of the following conditions shall be satisfied: (1) no Event of Default or monetary Default shall be continuing, (2) Borrower shall have paid to Lender a transfer fee in an amount equal to 0.25% of the Principal Indebtedness at the time of such conveyance or transfer, and (3) a Person satisfactory to Lender in its sole discretion shall have assumed all obligations, liabilities, guarantees and indemnities of Sponsor and any other guarantor under the Loan Documents pursuant to documentation satisfactory to Lender (and upon such assumption by such Person, Sponsor and any other such guarantor shall be released on a forward-looking basis from such obligations, liabilities, guarantees and indemnities);

(iv) if such conveyance or transfer results in any Person acquiring more than 49% of the direct or indirect equity interest in any Required SPE (even if not constituting a Prohibited Change of Control), where prior to such conveyance or transfer such Person did not own more than 49% of the direct or indirect equity interest in any Required SPE Borrower shall have delivered to Lender with respect to such Person a new non-consolidation opinion that in Lender’s reasonable judgment satisfies the then-current criteria of the Rating Agencies (and, to the extent that the criteria of the Rating Agencies has not changed in any material respect since the Closing Date, Lender’s approval of any such non-consolidation opinion that is in substantially the form of the Nonconsolidation Opinion shall not be unreasonably withheld, delayed or conditioned);

(v) Borrower shall have paid the costs and expenses (if any) of the Rating Agencies and the actual and documented costs and expenses of Servicers and reimbursed Lender for its reasonable actual and documented out-of-pocket costs and expenses incurred in connection with any such conveyance or transfer; and

(vi) Lender shall have received 10 days’ advance written notice of any conveyance or transfer requiring compliance with Section 2.3(a)(i) or for which a new non-consolidation opinion is required under clause (iv) above.

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(b) Notwithstanding anything herein to the contrary, the transfer by each of Sponsor, TIAA and/or CPP of their direct or indirect interests in Borrower shall be permitted without Lender’s consent, provided that (i) such transfer does not result in a Prohibited Change of Control, (ii) if any conveyance or transfer by Sponsor, TIAA or CPP of their interests in Borrower results in Borrower ceasing to be Controlled by a Sponsor and/or TIAA and/or CPP, then Borrower shall have paid to Lender a transfer fee in an amount equal to 0.25% of the Principal Indebtedness as a condition to such conveyance or transfer (but, for the avoidance of doubt, so long as Borrower continues to be Controlled by Sponsor and/or TIAA and/or CPP, then no transfer fee shall be payable) and (iii) if after giving effect to any such transfer, any of Sponsor, TIAA or CPP would individually own less than 10% of the direct or indirect equity interests in Borrower, where prior to such transfer such Person owned 10% or more of the direct or indirect equity interests in Borrower, then Lender shall have received written notice of such transfer within 10 Business Days following such transfer. In addition, notwithstanding anything herein to the contrary, issuances and transfers of interests in Sponsor, TIAA, CPP, Parkway and Parkway Properties shall be permitted without the consent of Lender and without prior notice to Lender, so long as, after giving effect to any such issuance or transfer, Borrower is Controlled by one or more Qualified Equityholders. No fee shall be payable in connection with any issuance or transfer described in the immediately preceding sentence, so long as after giving effect thereto, Borrower is Controlled by Parkway, Sponsor, TIAA and/or CPP or a Qualified Equityholder(s) as to which a fee has previously been paid. Notwithstanding anything herein to the contrary, Lender hereby consents without any further action to the one-time transfer of interests in Borrower held by CPP from CPPIB US RE-A, Inc. to CPP Investment Board Real Estate Holdings, Inc. and to the one-time transfer of those same interests from CPP Investment Board Real Estate Holdings, Inc. to Canada Pension Plan Investment Board; provided, that, at the time of any such transfer, CPPIB US RE-A, Inc. and CPP Investment Board Real Estate Holdings, Inc. are wholly-owned, directly or indirectly, by Canada Pension Plan Investment Board. Notwithstanding anything to the contrary contained herein, TIAA and Silverpeak shall be permitted to jointly possess, directly or indirectly, the power to direct or cause the direction of the management and policies of Borrower, whether through the ability to exercise voting power, by contract or otherwise (and in such case, for purposes of this Agreement, TIAA shall be deemed to directly or indirectly, possess the power to direct or cause the direction of the management and policies of Borrower, whether through the ability to exercise voting power, by contract or otherwise).

(c) If any conveyance or transfer of interests in Borrower by Sponsor to TIAA or CPP results in Sponsor no longer owning a direct or indirect equity interest in Borrower, and a Replacement Guarantor assumes all obligations, liabilities, guarantees and indemnities of Sponsor under the Loan Documents first arising from and after the date of such assumption pursuant to documentation satisfactory to Lender (provided that a replacement guaranty in the form of the Guaranty and a replacement environmental indemnity in the form of the Environmental Indemnity shall be deemed satisfactory to Lender), then upon such assumption by

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such Replacement Guarantor, Sponsor shall be released on from all obligations, liabilities, guarantees and indemnities first arising from and after the date of such assumption by a Replacement Guarantor.

ARTICLE III

ACCOUNTS

Section 3.1. Cash Management Account.

(a) On or prior to the Closing Date, Borrower shall establish and thereafter maintain with the Lockbox Bank one or more lockbox accounts into which income from the Properties will be deposited (the “Lockbox Account”). As a condition precedent to the closing of the Loan, Borrower shall cause the Lockbox Bank to execute and deliver an agreement (as modified or replaced in accordance herewith, a “Lockbox Account Agreement”) which provides, inter alia, that Borrower shall have no access to funds in the Lockbox Account(s) and that at the end of each Business Day the Lockbox Bank will remit all amounts contained therein directly into an account specified by Lender. Lender shall specify Lender’s cash management account (the “Cash Management Account”) for such remittance by the Lockbox Bank.

(b) Within fifteen days following the Closing Date, Borrower shall deliver to each Tenant in the Property a written notice (a “Tenant Notice”) in the form of Schedule J instructing that (i) all payments under the Leases shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such Tenant receives from Borrower or Lender a copy of Lender’s written consent to such rescission. Borrower shall send a copy of each such written notice to Lender and shall redeliver such notices to each Tenant until such time as such Tenant complies therewith. Borrower shall cause all cash Revenues relating to the Property and all other money received by Borrower or the Approved Property Manager with respect to the Property (other than tenant security deposits), including all amounts received in respect of operation of the Central Plant, to be deposited in the Lockbox Account or the Cash Management Account by the end of the first Business Day following Borrower’s or the Approved Property Manager’s receipt thereof. In addition, within fifteen days following the Closing Date, Borrower shall deliver to each customer receiving services from the Central Plant a written notice instructing that (i) all payments in respect of the services provided by the Central Plant shall thereafter be remitted by them directly to, and deposited directly into, the Lockbox Account, and (ii) such instruction may not be rescinded unless and until such customer receives from Borrower or Lender a copy of Lender’s written consent to such rescission.

(c) Lender shall have the right at any time and from time to time in its sole discretion to change the Eligible Institution at which any one or more of the Collateral Accounts (other than the Lockbox Account) is maintained (and in the case of any such change in respect of the Cash Management Account, Lender shall deliver not less than five Business Days’ prior written notice to Borrower and the Lockbox Bank). In addition, during the continuance of an Event of Default, or if the Lockbox Bank fails to comply with the Lockbox Account Agreement or ceases to be an Eligible Institution, Lender shall have the right at any time, upon not less than

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30 days’ prior written notice to Borrower, to replace the Lockbox Bank with any Eligible Institution at which Eligible Accounts may be maintained that will promptly execute and deliver to Lender a Lockbox Account Agreement satisfactory to Lender.

(d) Borrower shall maintain at all times an Operating Account into which amounts may be deposited from time to time pursuant to Section 3.2(a). Borrower shall not permit any amounts unrelated to the Property to be commingled with amounts on deposit in the Operating Account and shall cause all amounts payable with respect to Operating Expenses for the Property to be paid from the Operating Account or the Cash Management Account (to the extent required or permitted hereunder) and no other account. Borrower shall deliver to Lender each month the monthly bank statement related to such Operating Account. So long as no Event of Default is continuing, Borrower shall be permitted to withdraw amounts from the Operating Account for the purpose of paying bona fide Property expenses incurred in accordance with this Agreement; and provided no Event of Default or Trigger Period is continuing, Borrower shall be permitted to make equity distributions from amounts remaining therein after Property expenses that are then due and payable have been paid. During the continuance of an Event of Default, all amounts contained in the Operating Account shall be remitted to the Cash Management Account.

Section 3.2. Distributions from Cash Management Account.

(a) Lender shall transfer from the Cash Management Account to the Operating Account, at the end of each Business Day (or, at Borrower’s election, on a less frequent basis), the amount, if any, by which amounts then contained in the Cash Management Account exceed the aggregate amount required to be paid to or reserved with Lender on the next Payment Date pursuant hereto; provided, however, that Lender shall terminate such remittances during the continuance of an Event of Default or Trigger Period. On each Payment Date, provided no Event of Default is continuing (and, if and to the extent Lender so elects in its sole discretion, during the continuance of an Event of Default until the Loan has been accelerated), Lender shall transfer amounts from the Cash Management Account, to the extent available therein, to make the following payments in the following order of priority:

(i) to the Basic Carrying Costs Escrow Account, the amounts then required to be deposited therein pursuant to Section 3.4;

(ii) to Lender, the amount of all scheduled or delinquent interest and principal on the Loan and all other amounts then due and payable under the Loan Documents (with any amounts in respect of principal paid last);

(iii) during the continuance of a Trigger Period, to the Operating Account, an amount equal to the Budgeted Operating Expenses for the month following the month in which such Payment Date occurs, provided that the amounts disbursed to such account pursuant to this clause (iii) shall be used by Borrower solely to pay Budgeted Operating Expenses for such month (Borrower agreeing that, in the event that such Budgeted Operating Expenses exceed the actual operating expenses for such month, such excess amounts shall be remitted by Borrower to the Cash Management Account prior to the next succeeding Payment Date) and provided further that no amounts will be disbursed to Borrower in respect of the fees of the Approved Property Manager to the extent such fees exceed the Maximum Management Fee;

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(iv) during the continuance of a Low NOI Period or Trigger Period, to the Capital Expenditure Reserve Account, the amount, if any, required to be deposited therein pursuant to Section 3.6;

(v) during the continuance of a Low NOI Period or Trigger Period, to the TI/LC Reserve Account, the amount, if any, required to be deposited therein pursuant to Section 3.5;

(vi) during the continuance of a Trigger Period or Event of Default, all remaining amounts to the Excess Cash Flow Reserve Account; and

(vii) if no Trigger Period or Event of Default is continuing, all remaining amounts to the Operating Account.

(b) If on any Payment Date the amount in the Cash Management Account is insufficient to make all of the transfers described above (other than remittance of excess cash to the Excess Cash Flow Reserve Account or the Operating Account), then Borrower shall remit to the Cash Management Account on such Payment Date the amount of such deficiency. If Borrower fails to remit such amount to the Cash Management Account, the same shall constitute an Event of Default and, in addition to all other rights and remedies provided for under the Loan Documents, Lender may disburse and apply the amounts in the Collateral Accounts in accordance with Section 3.10(c).

Section 3.3. Loss Proceeds Account.

(a) Lender will maintain an Eligible Account (which may be a book-entry subaccount) for the purpose of depositing any Loss Proceeds (the “Loss Proceeds Account”).

(b) Provided no Event of Default is continuing, funds in the Loss Proceeds Account shall be applied in accordance with Section 5.16.

Section 3.4. Basic Carrying Costs Escrow Account.

(a) Lender will maintain an Eligible Account (which may be a book-entry subaccount) for the purpose of reserving amounts payable by Borrower in respect of Taxes and insurance premiums (the “Basic Carrying Costs Escrow Account”).

(b) On the Closing Date, Borrower shall remit to Lender, for deposit into the Basic Carrying Costs Escrow Account, an amount equal to the sum of (i) subject to Section 3.4(f), an amount sufficient to pay all Taxes by the 30th day prior to the date they come due, assuming subsequent monthly fundings on Payment Dates of 1/12 of projected annual Taxes, plus (ii) subject to Section 3.4(g), an amount sufficient to pay all insurance premiums by the 30^th day prior to the date they come due, assuming subsequent monthly fundings on Payment Dates of 1/12 of projected annual insurance premiums.

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(c) Subject to Section 3.4(f) and Section 3.4(g), on each subsequent Payment Date, Borrower shall remit to Lender, for deposit into the Basic Carrying Costs Escrow Account, an amount equal to the sum of:

(A) 1/12 of the Taxes that Lender reasonably estimates, based on information provided by Borrower, will be payable during the next ensuing 12 months, plus

(B) 1/12 of the insurance premiums that Lender reasonably estimates, based on information provided by Borrower, will be payable during the next ensuing 12 months;

provided, however, that if at any time Lender reasonably determines that the amount in the Basic Carrying Costs Escrow Account will not be sufficient to accumulate (upon payment of subsequent monthly amounts in accordance with the provisions of this Agreement) the full amount of all installments of Taxes and insurance premiums by the date on which such amounts come due, then Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to the Basic Carrying Costs Escrow Account by the amount that Lender reasonably estimates is sufficient to achieve such accumulation.

(d) Borrower shall provide Lender with copies of all tax and insurance bills relating to each Property promptly after Borrower’s receipt thereof. Lender will apply amounts in the Basic Carrying Costs Escrow Account toward the purposes for which such amounts are deposited therein. In connection with the making of any payment from the Basic Carrying Costs Escrow Account, Lender may cause such payment to be made according to any bill, statement or estimate provided by Borrower or procured from the appropriate public office or insurance carrier, without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof unless given written advance notice by Borrower of such inaccuracy, invalidity or other contest.

(e) If Lender so elects during a Trigger Period or during the continuance of an Event of Default, Borrower shall provide, at Borrower’s expense, a tax service contract for the term of the Loan issued by a tax reporting agency reasonably acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the term of the Loan.

(f) Notwithstanding the terms and provisions of this Section, Borrower shall not be required to reserve any amounts for payment of Taxes as otherwise required by this Section for so long as (i) Borrower shall have provided Lender with reasonably acceptable evidence that Taxes are being paid as and when due and otherwise prior to delinquency, and (ii) no Trigger Period or Event of Default is then continuing. During the continuance of a Trigger Period or Event of Default or at any time that Borrower shall have failed to deliver to Lender the evidence required by the immediately preceding sentence, amounts in respect of Taxes shall be reserved in accordance with this Section.

(g) Notwithstanding the terms and provisions of this Section, Borrower shall not be required to reserve any amounts for payment of insurance premiums as otherwise required

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by this Section for so long as (i) Borrower shall have provided Lender with reasonably satisfactory evidence that insurance satisfying the requirements set forth in Section 5.15 has been obtained under a blanket policy of insurance and thereafter provides Lender with evidence of the payment of premiums in respect thereof at least 10 days prior to the date on which such payment would become delinquent, (ii) Borrower shall have provided evidence of renewal of such policy at least 30 days prior to the date of termination of such policy, and (iii) no Trigger Period or Event of Default is continuing. During the continuance of a Trigger Period or an Event of Default or at any time that Borrower shall have failed to deliver to Lender the evidence required by the immediately preceding sentence, amounts in respect of insurance premiums shall be reserved in accordance with this Section.

Section 3.5. TI/LC Reserve Account.

(a) Lender will maintain an Eligible Account (which may be a book-entry subaccount) for the purpose of reserving amounts in respect of Tenant Improvements and Leasing Commissions (the “TI/LC Reserve Account”).

(b) On each Payment Date during a Low NOI Period or Trigger Period, Borrower shall remit to Lender, for deposit into the TI/LC Reserve Account, an amount equal to the Monthly TI/LC Amount.

(c) Within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the conditions set forth in this Section 3.5(c), provided that no Event of Default is then continuing, Lender shall cause disbursements to Borrower from the TI/LC Reserve Account to reimburse Borrower for Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a new Lease (or Lease extension, amendment or modification) entered into in accordance herewith, provided that:

(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;

(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and

(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Tenant Improvements relating to any single Tenant or any single Lease in excess of $750,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) a reasonably satisfactory site inspection, and (y) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.

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(d) Whenever a Lease is terminated in whole or in part, whether by buy-out, cancellation, default, rejection, contraction or otherwise, or the Tenant thereunder defaults, and in any such case Borrower receives or is permitted to retain any payment, fee, damages, forfeited security deposit, or proceeds of any bond or letter credit given as security (collectively, “Termination Proceeds”), Borrower shall promptly remit such Termination Proceeds that are in excess of $1,000,000 to Lender for deposit into the TI/LC Reserve Account. Provided no Event of Default is continuing, (i) Lender shall disburse such Termination Proceeds or portion thereof to Borrower at the written request of Borrower in respect of Leasing Commissions and Tenant Improvement costs incurred by Borrower in connection with a replacement Lease entered into in accordance with the terms of this Agreement in respect of the all or a portion of space covered by such terminated Lease, subject to satisfaction of the requirements specified in clause (c) above, and (ii) unless a Trigger Period is continuing (or if a Trigger Period is then continuing, following the termination of the Trigger Period) the remainder of such Termination Proceeds or portion thereof, if any, less any reserves referred to at the conclusion of this sentence, shall be remitted to the Cash Management Account after at least 80% of the space covered by such terminated Lease has been relet, the replacement Tenant is in occupancy and has commenced paying rent under the replacement Lease and all Leasing Commissions and Tenant Improvement costs relating to such space have been paid or reserved for in the TI/LC Reserve Account.

(e) Provided that no Event of Default is then continuing, Lender shall release to the Cash Management Account all amounts then contained in the TI/LC Reserve Account (other than Termination Proceeds) on the first Payment Date after Borrower delivers to Lender evidence reasonably satisfactory to Lender establishing that no Low NOI Period or Trigger Period is then continuing (or if then continuing, promptly following the termination of the Low NOI Period or Trigger Period). Such a release shall not preclude the subsequent commencement of a Low NOI Period and the deposit of amounts into the TI/LC Reserve Account as set forth in Section 3.2(a).

Section 3.6. Capital Expenditure Reserve Account.

(a) Lender will maintain an Eligible Account (which may be a book-entry subaccount) for the purpose of reserving amounts in respect of Capital Expenditures (the “Capital Expenditure Reserve Account”).

(b) On each Payment Date during a Low NOI Period or Trigger Period, Borrower shall remit to Lender, for deposit into the Capital Expenditure Reserve Account, an amount equal to the Monthly Capital Expenditure Amount.

(c) Within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the conditions set forth in this Section 3.6(c), provided that no Event of Default is then continuing, Lender shall cause disbursements to Borrower from the Capital Expenditure Reserve Account to reimburse Borrower for Capital Expenditures that are consistent with the Approved Annual Budget; provided that:

(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;

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(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and

(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for Capital Expenditures relating to any single capital improvement costing in excess of $750,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) a reasonably satisfactory site inspection, and (y) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.

(d) Provided that no Event of Default is then continuing, Lender shall release to the Cash Management Account all amounts then contained in the Capital Expenditure Reserve Account on the first Payment Date after Borrower delivers to Lender evidence reasonably satisfactory to Lender establishing that no Low NOI Period or Trigger Period is then continuing (or if then continuing, promptly following the termination of the Low NOI Period or Trigger Period). Such a release shall not preclude the subsequent commencement of a Low NOI Period and the deposit of amounts into the Capital Expenditure Reserve Account as set forth in Section 3.2(a).

Section 3.7. Deferred Maintenance and Environmental Escrow Account.

(a) If the Deferred Maintenance Amount is greater than zero, Lender will maintain an Eligible Account (which may be a book-entry subaccount) for the purpose of reserving amounts anticipated to be required to correct Deferred Maintenance Conditions (the “Deferred Maintenance and Environmental Escrow Account”).

(b) On the Closing Date, Borrower shall remit to Lender, for deposit into the Deferred Maintenance and Environmental Escrow Account, an amount equal to the Deferred Maintenance Amount.

(c) Within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the conditions set forth in this Section 3.7(c), provided that no Event of Default is then continuing, Lender shall cause disbursements to Borrower from the Deferred Maintenance and Environmental Escrow Account to reimburse Borrower for reasonable costs and expenses incurred in order to correct Deferred Maintenance Conditions, provided that

(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;

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(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and

(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for any single Deferred Maintenance Condition costing in excess of $750,000 in the aggregate to remediate (whether disbursed in a lump sum or multiple installments), (x) reasonably satisfactory site inspections, and (y) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.

(d) Upon the correcting of all Deferred Maintenance Conditions and payment of all costs and expenses in respect thereof, provided no Event of Default or Trigger Period is then continuing, any amounts then remaining in the Deferred Maintenance and Environmental Escrow Account shall promptly be remitted to Borrower and the Deferred Maintenance and Environmental Escrow Account will no longer be maintained (or, if a Trigger Period is then continuing, promptly following termination of the Trigger Period).

Section 3.8. Unfunded Obligations Account.

(a) If the Unfunded Obligations Amount is greater than zero, Lender shall maintain an Eligible Account (which may be a book-entry subaccount) for the purpose of reserving for Unfunded Obligations required to be funded by Borrower (the “Unfunded Obligations Account”).

(b) On the Closing Date, Borrower shall remit to Lender, for deposit into the Unfunded Obligations Account, an amount equal to the Unfunded Obligations Amount.

(c) Borrower shall perform its obligations in respect of the Unfunded Obligations when and as due under the respective Leases or other applicable agreements. Except with respect to Unfunded Obligations consisting of free rent, within 10 Business Days following Borrower’s delivery of a written request to Lender (but not more often than once per calendar month) and satisfaction of the conditions set forth in this Section 3.8(c), provided that no Event of Default is then continuing, Lender shall cause disbursements to Borrower from the Unfunded Obligations Account to reimburse Borrower for reasonable costs and expenses incurred in the performance of Unfunded Obligations, provided that

(i) Borrower shall deliver to Lender invoices evidencing that the costs for which such disbursements are requested are due and payable;

(ii) Borrower shall deliver to Lender an Officer’s Certificate confirming that all such costs have been previously paid by Borrower or will be paid from the proceeds of the requested disbursement and that all conditions precedent to such disbursement required by the Loan Documents have been satisfied; and

(iii) Lender may condition the making of a requested disbursement on (1) reasonable evidence establishing that Borrower has applied any amounts previously received by it in accordance with this Section for the expenses to which specific draws made hereunder relate and (2) with respect to disbursements for any single Unfunded Obligation costing in excess of the $500,000 in the aggregate (whether disbursed in a lump sum or multiple installments), (x) reasonably satisfactory site inspections and (y) receipt of lien releases and waivers from any contractors, subcontractors and others with respect to such amounts.

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(d) Except for Unfunded Obligations consisting of free rent, upon payment or performance, as applicable, of the Unfunded Obligations identified on any line on Schedule D, and provided no Event of Default is then continuing, the remainder of the portion of the Unfunded Obligations Account held for such line item (as shown adjacent to such line item on Schedule D) shall promptly be remitted to Borrower. Any amounts in respect of free rent as set forth on Schedule D shall be remitted to the Cash Management Account on the Payment Date in the month in which rent would have been payable under the applicable Lease, but for the existence of a free rent period, without the requirement of any further action by or on behalf of Borrower. Upon the payment or performance in full of all Unfunded Obligations or receipt by Lender of satisfactory evidence that such Unfunded Obligations no longer exist, provided no Event of Default or Trigger Period is then continuing, any amounts then remaining in the Unfunded Obligations Account shall promptly be remitted to Borrower and the Unfunded Obligations Account will no longer be maintained (or, if a Trigger Period is then continuing, promptly following termination of the Trigger Period).

Section 3.9. Excess Cash Flow Reserve Account.

(a) Lender will maintain an Eligible Account (which may be a book-entry subaccount) for the deposit of amounts required to be deposited therein in accordance with Section 3.2(a) (the “Excess Cash Flow Reserve Account”).

(b) Upon the request of Borrower at any time that no Event of Default is continuing (but not more than once per calendar month), Lender shall cause disbursements to Borrower from the Excess Cash Flow Reserve Account to reimburse Borrower for costs in respect of Tenant Improvements and Leasing Commissions in respect of Leases entered into in accordance with this Agreement (but only to the extent that as of such date there is not sufficient funds in the TI/LC Reserve Accounts to cover such payments), subject to Borrower’s satisfaction of the requirements set forth in Section 3.5(c), as if such disbursement were from the TI/LC Reserve Account.

(c) Provided that no Event of Default is then continuing, Lender shall release to the Cash Management Account all amounts then contained in the Excess Cash Flow Reserve Account on the first Payment Date after the applicable Trigger Period is no longer in effect. Such a release shall not preclude the subsequent commencement of a Trigger Period and the deposit of amounts into the Excess Cash Flow Reserve Account as set forth in Section 3.2(a).

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Section 3.10. Account Collateral.

(a) Borrower hereby pledges the Account Collateral and the Operating Account to Lender as security for the Indebtedness, together with all rights of a secured party with respect thereto, it being the intention of the parties that such pledge shall be a perfected first-priority security interest. Each Collateral Account shall be an Eligible Account under the sole dominion and control of Lender. Borrower shall have no right to make withdrawals from any of the Collateral Accounts other than the Operating Account. Borrower shall execute any additional documents that Lender in its reasonable discretion may require and shall provide all other evidence reasonably requested by Lender to evidence or perfect its first-priority security interest in the Account Collateral. The Collateral Accounts shall not constitute trust funds and, except for the Cash Management Account, the Lockbox Account and the Operating Account, may be commingled with other monies held by Lender. Funds in the Collateral Accounts shall be invested only in Permitted Investments, which Permitted Investments shall be credited to the related Collateral Account. All income and gains from the investment of funds in the Collateral Accounts other than the Basic Carrying Costs Escrow Account shall be retained in the Collateral Accounts from which they were derived and applied to the purposes of such account. Unless otherwise required by applicable law, all income and gains from the investment of funds in the Basic Carrying Costs Escrow Account shall be for the account of Lender in consideration of its administration of such Collateral Account, and Lender shall have the right at any time to withdraw such amounts from the Basic Carrying Costs Escrow Account. All fees of the institutions at which the Collateral Accounts are maintained shall be paid by Borrower. After the Loan and all other Indebtedness have been paid in full, the Collateral Accounts shall be closed and the balances therein, if any, shall be paid to Borrower.

(b) The insufficiency of amounts contained in the Collateral Accounts shall not relieve Borrower from its obligation to fulfill all covenants contained in the Loan Documents.

(c) During the continuance of an Event of Default, Lender may, in its sole discretion, apply funds in the Collateral Accounts, and funds resulting from the liquidation of Permitted Investments contained in the Collateral Accounts, either toward the components of the Indebtedness (e.g., interest, principal and other amounts payable hereunder) and/or toward the payment of Property expenses.

Section 3.11. Bankruptcy. Borrower and Lender acknowledge and agree that upon the filing of a bankruptcy petition by or against Borrower under the Bankruptcy Code, the Account Collateral and the Revenues (whether then already in the Collateral Accounts, or then due or becoming due thereafter) shall be deemed not to be property of Borrower’s bankruptcy estate within the meaning of Section 541 of the Bankruptcy Code. If, however, a court of competent jurisdiction determines that, notwithstanding the foregoing characterization of the Account Collateral and the Revenues by Borrower and Lender, the Account Collateral and/or the Revenues do constitute property of Borrower’s bankruptcy estate, then Borrower and Lender

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further acknowledge and agree that all such Revenues, whether due and payable before or after the filing of the petition, are and shall be cash collateral of Lender. Borrower acknowledges that Lender does not consent to Borrower’s use of such cash collateral and that, in the event Lender elects (in its sole discretion) to give such consent, such consent shall only be effective if given in writing signed by Lender. Except as provided in the immediately preceding sentence, Borrower shall not have the right to use or apply or require the use or application of such cash collateral (i) unless Borrower shall have received a court order authorizing the use of the same, and (ii) Borrower shall have provided such adequate protection to Lender as shall be required by the bankruptcy court in accordance with the Bankruptcy Code.

ARTICLE IV

REPRESENTATIONS

Each individual Borrower represents to Lender with respect to itself and each other Borrower that, as of the Closing Date, except as set forth in the Exception Report:

Section 4.1. Organization.

(a) Each Required SPE is duly organized, validly existing and in good standing under the laws of the State of Delaware, and is in good standing in each other jurisdiction where ownership of its properties or the conduct of its business requires it to be so, and each Required SPE has all power and authority under such laws and its organizational documents and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted.

(b) The organizational chart contained in Schedule I is true and correct as of the date hereof. No Person owns more than 5% of the direct or indirect equity interests in Borrower except as shown on Schedule I.

Section 4.2. Authorization. Borrower has the power and authority to enter into this Agreement and the other Loan Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated by the Loan Documents and has by proper action duly authorized the execution and delivery of the Loan Documents.

Section 4.3. No Conflicts. Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof will (i) violate or conflict with any provision of its formation and governance documents, (ii) violate any Legal Requirement, regulation (including Regulation U, Regulation X or Regulation T), order, writ, judgment, injunction, decree or permit applicable to it, except as in each case would not individually or in the aggregate have a Material Adverse Effect, (iii) violate or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, contract or other Material Agreement to which Borrower or Sponsor or any Required SPE may be bound, or (iv) result in or require the creation of any Lien or other charge or encumbrance upon or with respect to the Collateral in favor of any Person other than Lender.

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Section 4.4. Consents. No consent, approval, authorization or order of, or qualification with, any court or Governmental Authority is required in connection with the execution, delivery or performance by Borrower of this Agreement or the other Loan Documents, except for any of the foregoing that have already been obtained.

Section 4.5. Enforceable Obligations. This Agreement and the other Loan Documents have been duly executed and delivered by Borrower and constitute Borrower’s legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Loan Documents to which Sponsor is a party have been duly executed and delivered by Sponsor and constitute Sponsor’s legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Loan Documents are not subject to any right of rescission, offset, abatement, counterclaim or defense by Borrower or Sponsor, including the defense of usury or fraud.

Section 4.6. No Default. No Default or Event of Default will exist immediately following the making of the Loan.

Section 4.7. Payment of Taxes. Borrower has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid all amounts of taxes due (including interest and penalties) except for taxes that are not yet delinquent and has paid all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangible taxes) owing by it necessary to preserve the Liens in favor of Lender.

Section 4.8. Compliance with Law. Borrower, each Property and the uses thereof comply in all material respects with all applicable Insurance Requirements and Legal Requirements, including building and zoning ordinances and codes. To the knowledge of Borrower, each Property conforms to current zoning requirements (including requirements relating to parking) and is neither an illegal nor a legal nonconforming use, except as specified in the zoning report delivered to Lender in connection with the Closing. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority the violation of which could materially adversely affect any Property or the condition (financial or otherwise) or business of Borrower. There has not been committed by or on behalf of Borrower or, to Borrower’s knowledge, any other person in occupancy of or involved with the operation or use of any Property, any act or omission affording any federal Governmental Authority or any state or local Governmental Authority the right of forfeiture as against any Property or any portion thereof or any monies paid in performance of its obligations under any of the Loan Documents. Neither Borrower nor Sponsor has purchased any portion of the Properties with proceeds of any illegal activity.

Section 4.9. ERISA. Neither Borrower nor any ERISA Affiliate of Borrower has incurred or could be subjected to any liability under Title IV or Section 302 of ERISA or Section 412 of the Code or maintains or contributes to, or is or has been required to maintain or

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contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code. Borrower does not, and would not be deemed to, hold Plan Assets.

Section 4.10. Investment Company Act. Borrower and Sponsor each qualify for the exemption set forth in Section 3(c)(5) or Section 3(c)(6), as applicable, of the Investment Company Act of 1940, as amended, and as a result is not an “investment company”, or a company “controlled” by an “investment company”, registered or required to be registered thereunder.

Section 4.11. No Bankruptcy Filing. Borrower is not contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of all or a major portion of its assets or property. Borrower does not have knowledge of any Person contemplating the filing of any such petition against it. During the ten-year period preceding the Closing Date, no petition in bankruptcy has been filed by or against any Required SPE, Sponsor, any of their respective affiliates or any Person that owns or controls, directly or indirectly, ten percent or more of the beneficial ownership interests in Borrower or Sponsor and no such Persons have been convicted of a felony. Borrower has not received notice of and is not otherwise aware of any Tenant under a Major Lease contemplating or having filed any of the foregoing actions

Section 4.12. Other Debt. Borrower does not have outstanding any Debt other than Permitted Debt.

Section 4.13. Litigation. There are no actions, suits, proceedings, arbitrations or governmental investigations by or before any Governmental Authority or other court or agency now filed or otherwise pending, and to Borrower’s knowledge there are no such actions, suits, proceedings, arbitrations or governmental investigations threatened, against or affecting Borrower, Sponsor or any of the Collateral, in each case, except as listed in the Exception Report (and none of the matters listed in the Exception Report, even if determined against Borrower or such Collateral, would reasonably be expected to have a Material Adverse Effect).

Section 4.14. Leases; Material Agreements.

(a) Borrower has delivered to Lender true and complete copies of all Leases, including all modifications and amendments thereto . No person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases. The rent roll attached to this Agreement as Schedule E (the “Rent Roll”) is accurate and complete in all material respects as of the Closing Date. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits), no Tenant has any termination options (except in connection with a Casualty or Condemnation), no Tenant has any extension or renewal rights (except as set forth in its Lease), no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property, no fixed rent has been paid more than 30 days in advance of its due date and no payments of rent are more than 30 days delinquent. Except as set forth on the Exception Report, each of the following is true and correct with respect to each Lease:

(i) such Lease is valid and enforceable and is in full force and effect;

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(ii) Borrower is the sole owner of the entire lessor’s interest in such Lease;

(iii) such Lease is an arms’-length agreement with bona fide, independent third parties;

(iv) none of the Revenues reserved in such Lease have been assigned or otherwise pledged or hypothecated (except such pledge or hypothecation that will be fully terminated and released in connection with the filing and recordation of the applicable Mortgage and except for the Liens contemplated pursuant to the Loan Documents);

(v) neither Borrower nor, to Borrower’s knowledge, any other party under such Lease is in default thereunder in any material respect;

(vi) to the knowledge of Borrower, there exist no offsets or defenses to the payment of any portion of the rents thereunder;

(vii) no brokerage commissions or finder’s fees are due and payable regarding any Lease;

(viii) each Tenant is in actual, physical occupancy of the premises demised under its Lease and no event has occurred giving any Tenant the right to cease operations at its leased premises (i.e., “go dark”), terminate its Lease or pay reduced or alternative rent to Borrower under any of the terms of such Lease; and

(ix) except for the Unfunded Obligations, all work to be performed by the landlord under such Lease has been substantially performed, all Tenants have accepted possession of their respective premises under such Lease, all contributions to be made by the landlord to the Tenants thereunder have been made, all other conditions to each Tenant’s obligations thereunder have been satisfied, no Tenant has the right to require Borrower to perform or finance Tenant Improvements or Material Alterations, no Leasing Commissions are owed, all free rent periods have expired and Borrower has no other monetary obligation to any Tenant under such Lease.

Notwithstanding the foregoing, the representations set forth in this Section 4.14(a) shall not apply to any sublease entered into by a Tenant under a Lease.

(b) There are no Material Agreements except as described in Schedule F. Borrower has made available to Lender true and complete copies of all Material Agreements. To the knowledge of Borrower, the Material Agreements are in full force and effect and there are no defaults thereunder by Borrower or, to Borrower’s knowledge, any other party thereto. Borrower is not in default in any material respect in the performance, observance or fulfillment

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of any of the obligations, covenants or conditions contained in any Permitted Encumbrance or any other agreement or instrument to which it is a party or by which it or any of the Properties are bound.

Section 4.15. Full and Accurate Disclosure. There is no fact, event or circumstance presently known to Borrower that has not been disclosed to Lender that has had or could reasonably be expected to result in a Material Adverse Effect.

Section 4.16. Financial Condition. Borrower has heretofore delivered to Lender financial statements and operating statements with respect to the Properties for the past three calendar years, and trailing twelve-month operating statements. Any such statements that were prepared subsequent to October 6, 2016 are accurate and complete in all material respects and fairly present in accordance with GAAP the financial position of Borrower in all material respects as of their respective dates and do not omit to state any fact necessary to make statements contained herein or therein not misleading. Since the delivery of such data, except as otherwise disclosed in writing to Lender, there have occurred no changes or circumstances that have had or are reasonably expected to result in a Material Adverse Effect.

Section 4.17. Single-Purpose Requirements.

(a) Each Required SPE has been newly formed for the purposes of the Loan, is now, and has always been since its formation (except for certain items in the definition of Single-Purpose Entity that will be satisfied at or immediately prior to the Closing Date), a Single-Purpose Entity and has conducted its business in substantial compliance with the provisions of its organizational documents. Borrower has never (i) owned any property other than the Properties and related personal property, (ii) engaged in any business, except the ownership and operation of the Properties, or (iii) had any material contingent or actual obligations or liabilities unrelated to the Properties.

(b) Borrower has provided Lender with true, correct and complete copies of Borrower’s current operating agreement or partnership agreement, as applicable, together with all amendments and modifications thereto.

(c) On or prior to the Closing Date, Borrower shall have been fully released from any loan (other than the Loan) secured by the Properties or any of the Collateral (a “Prior Loan”), and Borrower shall not have any continuing liability, actual or contingent, for any Prior Loan, and no recourse whatsoever against any portion of any of the Properties shall be available to satisfy any Prior Loan under any circumstances.

Section 4.18. Use of Loan Proceeds. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System or for any other purpose that, in either case, would be inconsistent with or in violation of such Regulations T, U or X or any other Regulations of such Board of Governors, or for any purpose prohibited by Legal Requirements or by the terms and conditions of the Loan Documents. The Loan is solely for the business purpose of Borrower or for distribution to Borrower’s equityholders in accordance with Legal Requirements and no portion thereof shall be used for personal, consumer, household or similar purposes.

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Section 4.19. Not Foreign Person. Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

Section 4.20. Labor Matters. Borrower has no employees and is not a party to any collective bargaining agreements.

Section 4.21. Title. Borrower owns good, marketable and insurable title to the Properties and good title to the related personal property, to the Collateral Accounts and to any other Collateral, in each case free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgages, when properly recorded in the appropriate records, together with any Uniform Commercial Code financing statements required to be filed in connection therewith, will create (i) valid, perfected first priority Liens on the Properties and the rents therefrom, enforceable as such against creditors of and purchasers from Borrower and subject only to Permitted Encumbrances, and (ii) perfected Liens in and to all personalty, all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances. The Permitted Encumbrances do not and will not, individually or in the aggregate, materially and adversely affect or interfere with the value, or current or contemplated use or operation, of the Properties, or the security intended to be provided by the Mortgage, the ability of the Property to generate net cash flow sufficient to service the Loan or Borrower’s ability to pay its obligations as and when they come due, including its ability to repay the Indebtedness in accordance with the terms of the Loan Documents. Except as insured over by a Title Insurance Policy, there are no claims for payment for work, labor or materials affecting the Properties that are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. No creditor of Borrower other than Lender has in its possession any goods that constitute or evidence the Collateral.

Section 4.22. No Encroachments. Except as shown on the applicable Survey, all of the improvements on each Property lie wholly within the boundaries and building restriction lines of the such Property, and no improvements on adjoining property encroach upon any Property, and no easements or other encumbrances upon any Property encroach upon any of the improvements, so as, in either case, to adversely affect the value or marketability of the applicable Property, except those that are insured against by a Title Insurance Policy.

Section 4.23. Physical Condition.

(a) Except for matters set forth in the Engineering Reports, to Borrower’s knowledge, each Property and all building systems (including sidewalks, storm drainage system, roof, plumbing system, HVAC system, fire protection system, electrical system, equipment, elevators, exterior sidings and doors, irrigation system and all structural components) are free of all material damage and are in good condition, order and repair in all respects material to such Property’s use, operation and value.

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(b) Borrower is not aware of any material structural or other material defect or damages in any of the Properties, whether latent or otherwise.

(c) Borrower has not received and is not aware of any other party’s receipt of notice from any insurance company or bonding company of any defects or inadequacies in any of the Properties that would, alone or in the aggregate, adversely affect in any material respect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

Section 4.24. Fraudulent Conveyance. Borrower has not entered into the Transaction or any of the Loan Documents with the actual intent to hinder, delay or defraud any creditor. Borrower has received reasonably equivalent value in exchange for its obligations under the Loan Documents. On the Closing Date, the fair salable value of Borrower’s aggregate assets is and will, immediately following the making of the Loan and the use and disbursement of the proceeds thereof, be greater than Borrower’s probable aggregate liabilities (including subordinated, unliquidated, disputed and Contingent Obligations). Borrower’s aggregate assets do not and, immediately following the making of the Loan and the use and disbursement of the proceeds thereof will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debts and liabilities (including Contingent Obligations and other commitments) beyond its ability to pay such debts as they mature (taking into account the timing and amounts to be payable on or in respect of obligations of Borrower).

Section 4.25. Management. Except for any Approved Management Agreement, no property management agreements are in effect with respect to the Properties except for a sub-agency agreement with Parkway Realty Management LLC, an affiliate of Sponsor, as leasing agent. The Approved Management Agreement is in full force and effect and there is no event of default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder by any party thereto.

Section 4.26. Condemnation. No Condemnation has been commenced or, to Borrower’s knowledge, is contemplated or threatened with respect to all or any portion of any of the Properties or for the relocation of roadways providing access to any of the Properties.

Section 4.27. Utilities and Public Access. The Properties have adequate rights of access to dedicated public ways or recorded, irrevocable rights of way or easements (and makes no material use of any means of access or egress that is not pursuant to such dedicated public ways or recorded, irrevocable rights-of-way or easements) and, together with the Central Plant, is adequately served by all public utilities, including water and sewer (or well and septic), necessary to the continued use and enjoyment of such Property as presently used and enjoyed.

Section 4.28. Environmental Matters. Except as disclosed in the Environmental Reports:

(i) To Borrower’s knowledge, (i) no Hazardous Substances are located at, on, in or under any of the Properties or have been handled, manufactured, generated, stored,

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processed, or disposed of at, on, in or under, or have been Released from, any of the Properties, (ii) without limiting the foregoing there is not present at, on, in or under any of the Properties, any PCB-containing equipment, asbestos or asbestos containing materials, underground storage tanks or surface impoundments for any Hazardous Substance, lead in drinking water (except in concentrations that comply with all Environmental Laws), or lead-based paint, and (iii) there is no threat of any Release of any Hazardous Substance migrating to any of the Properties.

(ii) To Borrower’s knowledge, each Property is in compliance in all material respects with all Environmental Laws applicable to such Property (which compliance includes, but is not limited to, the possession of, and compliance with, all material environmental, health and safety permits, approvals, licenses, registrations and other material governmental authorizations required in connection with the ownership and operation of such Property under all Environmental Laws). No Environmental Claim is pending with respect to any of the Properties, nor, to Borrower’s knowledge, is any threatened, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to Borrower for any of the Properties.

(iii) No Liens are presently recorded with the appropriate land records under or pursuant to any Environmental Law with respect to any of the Properties and, to Borrower’s knowledge, no Governmental Authority has been taking any action to subject any of the Properties to Liens under any Environmental Law.

(iv) There have been no material environmental investigations, studies, audits, reviews or other material analyses conducted by or that are in the possession of Borrower in relation to any of the Properties that have not been made available to Lender.

Section 4.29. Assessments. There are no pending or, to Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any of the Properties, nor are there any contemplated improvements to any of the Properties that may result in such special or other assessments. No extension of time for assessment or payment by Borrower of any federal, state or local tax is in effect.

Section 4.30. No Joint Assessment. Borrower has not suffered, permitted or initiated the joint assessment of any of the Properties (except among the properties) (i) with any other real property constituting a separate tax lot, or (ii) with any personal property, or any other procedure whereby the Lien of any Taxes that may be levied against such other real property or personal property shall be assessed or levied or charged to any of the Properties as a single Lien.

Section 4.31. Separate Lots. No portion of any of the Properties is part of a tax lot that also includes any real property that is not Collateral.

Section 4.32. Permits; Certificate of Occupancy. Borrower has obtained all material Permits necessary for the present and contemplated use and operation of each Property.

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The uses being made of each Property are in conformity in all material respects with the certificate of occupancy and/or Permits for such Property and any other restrictions, covenants or conditions affecting such Property.

Section 4.33. Flood Zone. None of the improvements on any of the Properties is located in an area identified by the Federal Emergency Management Agency or the Federal Insurance Administration as a “100 year flood plain” or as having special flood hazards (including Zones A and V), or, to the extent that any portion of any of the Properties is located in such an area, such Property is covered by flood insurance meeting the requirements set forth in Section 5.15(a)(ii).

Section 4.34. Security Deposits. Borrower is in compliance in all material respects with all Legal Requirements relating to security deposits.

Section 4.35. Acquisition Documents. Borrower has delivered to Lender true and complete copies of all material agreements and instruments under which Borrower or any of its affiliates or the seller of any of the Properties have material remaining rights or obligations in respect of Borrower’s acquisition of the Properties.

Section 4.36. Insurance. Borrower has obtained insurance policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. All premiums on such insurance policies required to be paid as of the Closing Date have been paid for the current policy period. No Person, including Borrower, has done, by act or omission, anything that would impair the coverage of any such policy.

Section 4.37. No Dealings. Neither Borrower nor Sponsor is aware of any unlawful influence on the assessed value of any of the Properties.

Section 4.38. Estoppel Certificates. Borrower has requested estoppel certificates from each Tenant on the form heretofore agreed by Lender and has delivered to Lender true and complete copies of each estoppel certificate received back from any Tenant prior to the Closing Date.

Section 4.39. Federal Trade Embargos. Sponsor and each Required SPE is in compliance with all Federal Trade Embargos in all material respects. No Embargoed Person owns any direct or indirect equity interest in any Required SPE. To Borrower’s knowledge, no Tenant at the Property is identified on the OFAC List. Borrower has implemented procedures, and will consistently apply those procedures throughout the term of the Loan, to ensure that the foregoing representations and warranties remain true and correct during the term of the Loan.

Section 4.40. Intellectual Property/Websites. Other than as set forth in the Exception Report, neither Borrower nor any Affiliate (i) has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property with respect to the Property or the use or operations thereof or (ii) is the registered holder of any website with respect to the Property (other than Tenant websites).

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Section 4.41. No Subleases. To the knowledge of Borrower, no portion of the Property is subject to a sublease.

Section 4.42. No Dark Tenants. There are no Dark Tenants at the Property.

Section 4.43. Central Plant.

(a) The Central Plant is not a “utility facility” regulated by an Governmental Authority and the provision of services by the Central Plant is not subject to any regulatory permit or license. The documents listed on Schedule N constitute all agreements with respect to the provision of services related to the Central Plant (the “Central Plant Agreements”).

(b) Each Borrower hereby acknowledges the collateral assignment to Lender of the Central Plant Agreements and their respective rights thereunder pursuant to the Mortgage and, notwithstanding any provision of the Central Plant Agreements to the contrary, no further action or instrument is required with respect to such assignment. Each Borrower has received written notice of the collateral assignment to Lender of the Central Plant Agreements and shall deliver to Lender any notice of default delivered by or to any party with respect to the Central Plant Agreements in accordance with Section 8.4.

Section 4.44. Survival. All of the representations of Borrower set forth in this Agreement and in the other Loan Documents shall be deemed made as of the date hereof, shall survive for so long as any portion of the Indebtedness is outstanding. All representations, covenants and agreements made by Borrower in this Agreement or in the other Loan Documents shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE V

AFFIRMATIVE COVENANTS

Each individual Borrower covenants and agrees as follows with respect to itself, each other individual Borrower and each Required SPE:

Section 5.1. Existence; Licenses. Each Required SPE shall do or cause to be done all things necessary to remain in existence. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect all rights, licenses, Permits, franchises, certificates of occupancy, consents, approvals and other agreements necessary for the continued use and operation of the Properties and to be qualified to do business in each state in which a Property is located except, in each case, where the failure to do so would not have a Material Adverse Effect. Each Required SPE shall deliver to Lender a copy of each amendment or other modification to any of its organizational documents promptly after the execution thereof. Each Required SPE shall at all times be treated for tax purposes as a “disregarded entity” that is not taxable as a corporation for U.S. federal tax purposes.

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Section 5.2. Maintenance of Properties.

(a) Borrower shall cause each Property to be maintained in good and safe working order and repair, reasonable wear and tear excepted, and in keeping with the condition and repair of properties of a similar use, value, age, nature and construction. Borrower shall not use, maintain or operate any Property in any manner that constitutes a public or private nuisance or that makes void, voidable, or cancelable, or increases the premium of, any insurance then in force with respect thereto. Subject to Section 6.13, no improvements or equipment located at or on any Property shall be removed, demolished or materially altered without the prior written consent of Lender (except for replacement of equipment in the ordinary course of Borrower’s business with items of the same utility and of equal or greater value and except to the extent Borrower reasonably determines replacement is not necessary and failure to replace would not have a Material Adverse Effect), and Borrower shall from time to time make, or cause to be made, all reasonably necessary and desirable repairs, renewals, replacements, betterments and improvements to the Properties. Borrower shall not make any change in the use of any Property that would materially increase the risk of fire or other hazard arising out of the operation of any Property, or do or permit to be done thereon anything that may in any way impair the value of any Property in any material respect or the Liens of the Mortgages or otherwise cause or reasonably be expected to result in a Material Adverse Effect. Borrower shall not install or permit to be installed on any Property any underground storage tank. Borrower shall not, without the prior written consent of Lender, permit any drilling or exploration for or extraction, removal, or production of any minerals from the surface or the subsurface of any Property, regardless of the depth thereof or the method of mining or extraction thereof.

(b) Borrower shall remediate the Deferred Maintenance Conditions within the time periods following the Closing Date as specified in Schedule C hereto (or if no time periods are specified on Schedule C, within 12 months following the Closing Date), subject to Force Majeure, and upon request from Lender after the expiration of such period shall deliver to Lender an Officer’s Certificate confirming that such remediation has been completed and that all associated expenses have been paid. Borrower shall comply with all material terms of any asbestos operating and maintenance program in effect as of the Closing Date or otherwise required to be implemented by Borrower.

Section 5.3. Compliance with Legal Requirements. Borrower shall comply with, and shall cause each Property to comply with and be operated, maintained, repaired and improved in material compliance with, all Legal Requirements, Insurance Requirements and all material contractual obligations by which Borrower is legally bound.

Section 5.4. Impositions and Other Claims. Borrower shall pay and discharge all taxes, assessments and governmental charges levied upon it, its income and its assets as and when such taxes, assessments and charges are due and payable, as well as all lawful claims for labor, materials and supplies or otherwise, subject to any rights to contest contained in the definition of Permitted Encumbrances; it being understood that Borrower shall not be in breach of this Section 5.4 if Borrower is required to and does deposit with the Lender amounts for taxes pursuant to Section 3.4, regardless of whether Lender does or does not pay such taxes. Borrower shall file all federal, state and local tax returns and other reports that it is required by law to file.

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Section 5.5. Access to Properties. Borrower shall permit agents, representatives and employees of Lender and the Servicer to enter and inspect the Properties or any portion thereof, and/or inspect, examine, audit and copy the books and records of Borrower (including all recorded data of any kind or nature, regardless of the medium of recording), at such reasonable times as may be requested by Lender upon reasonable advance notice. If an Event of Default has occurred and is continuing, the cost of such inspections, examinations, copying or audits shall be borne by Borrower, including the cost of all follow up or additional investigations, audits or inquiries deemed reasonably necessary by Lender. The cost of such inspections, examinations, audits and copying, if not paid for by Borrower following demand, may be added to the Indebtedness and shall bear interest thereafter until paid at the Default Rate.

Section 5.6. Cooperate in Legal Proceedings. Except with respect to any claim by Borrower against Lender, Borrower shall cooperate fully with Lender with respect to any proceedings before any Governmental Authority that may in any way affect the rights of Lender hereunder or under any of the Loan Documents and, in connection therewith, Lender may, at its election, participate or designate a representative to participate in any such proceedings.

Section 5.7. Leases.

(a) Upon Lender’s request, Borrower shall furnish Lender with executed copies of all Leases entered into after the date hereof. All new Leases and renewals or amendments of Leases must (i) except for any Lease with an affiliate of Borrower as Tenant for 5,000 square feet or less for use as management offices, be entered into on an arms-length basis with Tenants that are not affiliates of Borrower and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (ii) provide for rental rates and other economic terms that, taken as a whole, are at least equivalent to then-existing market rates, based on the applicable market, and otherwise contain terms and conditions that are commercially reasonable, in each case as determined by Borrower in the good faith exercise of its reasonable business judgment, (iii) not reasonably be expected to result in a Material Adverse Effect and (iv) be subject and subordinate to the Mortgages and contain provisions for the agreement by the Tenant thereunder to attorn to Lender and any purchaser at a foreclosure sale, such attornment to be self-executing and effective upon acquisition of title to the applicable Property by any purchaser at a foreclosure sale. Lender, at the request of Borrower (and at Borrower’s sole cost and expense, provided that any Servicer’s fee in connection therewith shall not exceed $1,500 in each instance) shall enter into a subordination, attornment and non-disturbance agreement on Lender’s then standard form (with such modifications thereto as may be reasonably acceptable to Lender) or on such other form reasonably satisfactory to Lender, with respect to any Lease entered into after the Closing Date in accordance herewith where the Tenant thereunder requires the delivery of a subordination, attornment and non-disturbance agreement.

(b) Any Lease that does not conform to the standards set forth in Section 5.7(a) shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. In addition, all new Leases that are Major Leases, and all terminations or acceptances of surrender of Major Leases (other than upon the exercise of a unilateral right on the part of the Tenant expressly set forth in such Lease or upon the occurrence of a material default by such Tenant), renewals of Major Leases (other than upon

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the exercise of a unilateral right on the part of the Tenant expressly set forth in such Lease or other than a renewal on terms such that such Lease is no longer a Major Lease), and material amendments of Major Leases (other than to evidence an exercise of a unilateral right on the part of the Tenant expressly set forth in such Major Lease), and any surrender of rights under or consent to assignment of any Major Lease, shall be subject to the prior written consent of Lender, not to be unreasonably withheld, delayed or conditioned.

(c) Borrower shall (i) observe and punctually perform all the material obligations imposed upon the lessor under the Leases; (ii) in the good faith exercise of its reasonable business judgment, enforce all of the material terms, covenants and conditions contained in the Leases on the part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease, following a material default thereunder by the respective Tenant; (iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor’s interest in the Leases or associated rents other than the assignments of rents and leases under the Mortgages; (v) not cancel or terminate any guarantee of any of the Major Leases without the prior written consent of Lender (except in conjunction with a termination or surrender of such Major Lease permitted hereunder without Lender’s consent), which consent shall not be unreasonably withheld, delayed or conditioned and (vi) not permit any subletting of any space covered by a Major Lease or an assignment of the Tenant’s rights under a Major Lease (in either case, unless required by the terms of such Lease or permitted under such Lease without the consent of Borrower), without Lender’s consent, not to be unreasonably withheld. Borrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant’s receipt thereof.

(d) Security deposits of Tenants under all Leases shall be held in compliance with Legal Requirements and any provisions in Leases relating thereto. Borrower shall maintain books and records of sufficient detail to identify all security deposits of Tenants separate and apart from any other payments received from Tenants. Borrower hereby pledges to Lender Borrower’s rights in respect of each such letter of credit, bond or other instrument as security for the Indebtedness. Upon the occurrence of an Event of Default, Borrower shall, upon Lender’s request, deposit with Lender in an Eligible Account pledged to Lender an amount equal to the aggregate security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower), and any such letters of credit, bonds or other instruments that Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease (and failure to do so shall constitute a misappropriation of funds pursuant to Section 8.19(b)). Upon the acceleration of the Loan following the occurrence of an Event of Default, Borrower shall deliver each such letter of credit to Lender and shall use commercially reasonable efforts to cause Lender to be the named beneficiary under any such letter of credit; provided that Borrower’s failure to deliver any such letter of credit to Lender or, in lieu thereof, cause Lender to be the named beneficiary under any such letter of credit (or a replacement letter of credit) shall constitute a misappropriation of funds pursuant to Section 8.19(b)(iv) in the face amount of each such letter of credit.

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(e) Borrower shall promptly deliver to Lender a copy of each written notice from a Tenant under any Major Lease claiming that Borrower is in default in the performance or observance of any of the material terms, covenants or conditions thereof to be performed or observed by Borrower.

(f) All agreements entered into by or on behalf of Borrower that require the payment of Leasing Commissions or other similar compensation to any party shall (i) provide that the obligation will not be enforceable against Lender with respect to any Lease entered into prior to a foreclosure or acquisition of possession of or title to the Property by Lender or its assigns or designees and (ii) be subordinate to the lien of the Mortgage.

(g) Whenever Lender’s approval or consent is required pursuant to the provisions of this Section, Lender’s consent and approval shall be deemed given if:

(i) the first correspondence from Borrower to Lender requesting such approval or consent contains a bold-faced, conspicuous legend at the top of the first page thereof stating “FIRST NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE GREENWAY PLAZA LOAN. FAILURE TO RESPOND TO THIS REQUEST WITHIN 5 BUSINESS DAYS MAY RESULT IN THE REQUEST BEING DEEMED GRANTED,” and is accompanied by such information and documents as is reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such 5 Business Day period, and

(ii) if Lender fails to respond to such request for approval or consent in writing within such 5 Business Day period, a second notice requesting approval is delivered to Lender from Borrower containing a bold-faced, conspicuous legend at the top of the first page thereof stating that “SECOND AND FINAL NOTICE: THIS IS A REQUEST FOR CONSENT UNDER THE GREENWAY PLAZA LOAN. FAILURE TO RESPOND TO THIS REQUEST IN WRITING WITHIN 5 BUSINESS DAYS WILL RESULT IN YOUR APPROVAL BEING DEEMED GRANTED,” and is accompanied by such information and documents as is reasonably required for Lender to adequately evaluate such request and as requested by Lender in writing prior to the expiration of such 5 Business Day period, and

(iii) Lender fails to respond to such request prior to the expiration of such second period.

Section 5.8. Plan Assets, etc. Borrower will do, or cause to be done, all things necessary to ensure that it will not be deemed to hold Plan Assets at any time.

Section 5.9. Further Assurances. Borrower shall, at Borrower’s sole cost and expense, from time to time as reasonably requested by Lender, execute, acknowledge, record, register, file and/or deliver to Lender such other instruments, agreements, certificates and documents (including amended or replacement mortgages), and Borrower hereby authorizes and consents to the filing by Lender of any Uniform Commercial Code financing statements, and authorizes Lender to use the collateral description “all personal property” or “all assets” in any

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such financing statements, in each case as Lender may reasonably request to evidence, confirm, perfect and maintain the Liens securing or intended to secure the obligations of Borrower and the rights of Lender under the Loan Documents and do and execute all such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents as Lender shall reasonably request from time to time (including the payment and application of Loss Proceeds). Upon foreclosure, the appointment of a receiver or any other relevant action, Borrower shall, at its sole cost and expense, cooperate fully and completely to effect the assignment or transfer of any license, permit, agreement or any other right necessary or useful to the operation of the Collateral. Upon receipt of an affidavit and indemnity of Lender as to the loss, theft, destruction or mutilation of any Note, Borrower shall issue, in lieu thereof, a replacement Note in the same principal amount thereof and in the form thereof. Borrower hereby authorizes and appoints Lender as its attorney-in-fact to execute, acknowledge, record, register and/or file such instruments, agreements, certificates and documents, and to do and execute such acts, conveyances and assurances, should Borrower fail to do so itself in violation of this Agreement or the other Loan Documents following written request from Lender, in each case without the signature of Borrower. The foregoing grant of authority is a power of attorney coupled with an interest and such appointment shall be irrevocable for the term of this Agreement. Borrower hereby ratifies all actions that such attorney shall lawfully take or cause to be taken in accordance with this Section.

Section 5.10. Management of Collateral.

(a) Each Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness (provided that there shall be no obligation to repay any fees received and earned prior to the occurrence of an Event of Default). Borrower may from time to time appoint an Approved Property Manager to manage the applicable Property pursuant to an Approved Management Agreement, provided that (i) no Event of Default is continuing, (ii) Lender receives at least 30 days’ prior written notice of same, (iii) such successor manager shall execute and deliver to Lender for Lender’s benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender, and (iv) if such Approved Property Manager is an affiliate of Borrower, Borrower shall deliver to Lender a new nonconsolidation opinion reasonably acceptable to Lender with respect to such Approved Property Manager and new Approved Management Agreement. The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed the Maximum Management Fee, which amount shall not include any amounts payable as a reimbursement of expenses under the Approved Management Agreement.

(b) Borrower shall cause each Approved Property Manager (including any successor Approved Property Manager) to maintain at all times worker’s compensation insurance as required by Governmental Authorities.

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(c) Borrower shall notify Lender in writing of any material default of Borrower or an Approved Property Manager under any of the Approved Management Agreements, after the expiration of any applicable cure periods, of which Borrower has actual knowledge. Lender shall have the right, after reasonable notice to Borrower and in accordance with such Subordination of Property Management Agreement, to cure defaults of Borrower under such Approved Management Agreement. Any actual and documented out-of-pocket expenses incurred by Lender to cure any such default shall constitute a part of the Indebtedness and shall be due from Borrower upon demand by Lender.

(d) During the continuance of an Event of Default, or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, or during the continuance of a material default by the Approved Property Manager under the Approved Management Agreement (after the expiration of any applicable notice and/or cure periods), or if the Approved Property Manager files or is the subject of a petition in bankruptcy, or if a trustee or receiver is appointed for the Approved Property Manager’s assets or the Approved Property Manager makes an assignment for the benefit of creditors, or if the Approved Property Manager is adjudicated insolvent, then, in any such case, Lender may, in its sole discretion, terminate or require Borrower to terminate the Approved Management Agreement and engage an Approved Property Manager selected by Borrower, or in the event of an Event of Default or following any foreclosure, conveyance in lieu of foreclosure or other similar transaction, selected by Lender, to serve as replacement Approved Property Manager pursuant to an Approved Management Agreement.

(e) In the event that the Approved Management Agreement is scheduled to expire at any time during the term of the Loan (after giving effect to any extensions now or hereafter agreed to by Borrower and Approved Property Manager), Borrower shall submit to Lender by no later than 30 days prior to such expiration a replacement Approved Management Agreement or a draft replacement management agreement for approval in accordance with the terms and conditions hereof.

Section 5.11. Notice of Material Event. Borrower shall give Lender prompt written notice (containing reasonable detail) of (i) any material adverse change in the financial or physical condition of any Property, as reasonably determined by Borrower, including the termination or cancellation of any Major Lease and the termination or cancellation of terrorism or other insurance required by this Agreement, (ii) any notice from the Approved Property Manager, to the extent such notice relates to a matter that could reasonably be expected to result in Material Adverse Effect, (iii) any litigation or governmental proceedings pending or threatened in writing against Borrower or any Property that is reasonably expected to result in a Material Adverse Effect, (iv) the insolvency or bankruptcy filing of any Required SPE or Sponsor and (v) any other circumstance or event that could reasonably be expected to result in a Material Adverse Effect.

Section 5.12. Annual Financial Statements. As soon as available, and in any event within 90 days after the close of each Fiscal Year, Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format,

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annual financial statements of Borrower, including a combined balance sheet of the Borrowers (and no other entities), together with related combined statements of operations and equityholders’ capital and cash flows for such Fiscal Year, including a combining balance sheet and statement of income for the Properties on a combined basis, audited by a “Big Four” accounting firm whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP applied on a consistent basis and shall not be qualified as to the scope of the audit or as to the status of Borrower as a going concern. Together with Borrower’s annual financial statements, Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format:

(i) a statement of cash flows ;

(ii) then current rent roll and occupancy reports; and

(iii) such other information as Lender shall reasonably request.

Section 5.13. Quarterly Financial Statements. As soon as available, and in any event within 45 days after the end of each Fiscal Quarter (including year-end), Borrower shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format, quarterly and year-to-date unaudited financial statements prepared for such Fiscal Quarter with respect to Borrower, including a balance sheet and operating statement of Borrower as of the end of such Fiscal Quarter, together with related statements of operations, equityholders’ capital and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ending with such Fiscal Quarter, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true, correct and complete and were prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments. Each such quarterly report shall be accompanied by the following, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format:

(i) a statement in reasonable detail that calculates Net Operating Income as of the end of each of the Fiscal Quarters in the Test Period ending in such Fiscal Quarter;

(ii) copies of each of the Major Leases signed during such quarter;

(iii) then current rent roll and occupancy reports; and

(iv) such other information as Lender shall reasonably request.

Section 5.14. Monthly Financial Statements.

(a) Until the occurrence of a Securitization and during the continuance of a Trigger Period or an Event of Default (or, in the case of item (ii) below, at all times), Borrower

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shall furnish within 30 days after the end of each calendar month (other than the calendar month immediately following the final calendar month of any Fiscal Year or Fiscal Quarter), in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Borrower’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format, monthly and year-to-date unaudited financial statements prepared for the applicable month with respect to Borrower, including a balance sheet and operating statement as of the end of such month, together with related statements of income, equityholders’ capital and cash flows for such month and for the portion of the Fiscal Year ending with such month, which statements shall be accompanied by an Officer’s Certificate certifying that the same are true, correct and complete and were prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments. Each such monthly report shall be accompanied by the following:

(i) then current rent roll and occupancy reports; and

(ii) such other information as Lender shall reasonably request.

(b) If Borrower fails to provide to Lender the financial statements and other information specified in Sections 5.12, 5.13 and this Section within the respective time period specified in such Sections and such failure continues for 10 Business Days following written notice from Lender, then (i) such failure shall, at Lender’s election, constitute an Event of Default following written notice from Lender, and (ii) a Trigger Period shall be deemed to have commenced for all purposes hereunder and shall continue until such failure is remedied and the financial statements delivered to Lender evidence that no Trigger Period is in effect.

Section 5.15. Insurance.

(a) Borrower shall obtain and maintain with respect to the Properties, for the mutual benefit of Borrower and Lender at all times, the following policies of insurance:

(i) property insurance against loss or damage by standard perils included within the classification “All Risks” or “Special Form” Causes of Loss (including named storm, subject to a loss limit equal to $315,000,000 per occurrence, subject to Section 5.15(b)(x)). Such insurance shall (A) be in an amount equal to the full replacement cost of the Properties and, if applicable, all related furniture, furnishings, equipment and fixtures (without deduction for physical depreciation); (B) have deductibles acceptable to Lender (but in any event not in excess of $100,000, except in the case of windstorm and earthquake coverage, which shall have deductibles not in excess of 5% of the total insurable value of the affected Property); (C) be paid annually in advance; (D) be written on a “Replacement Cost” basis, waiving depreciation, (E) be written on a no coinsurance form or contain an “Agreed Amount” endorsement, waiving all coinsurance provisions; (F) include ordinance or law coverage on a replacement cost basis, with no co-insurance provisions, containing Coverage A: “Loss Due to Operation of Law” with a limit equal to replacement cost, and Coverage B: “Demolition Cost” and Coverage C: “Increased Cost of Construction” coverages each with limits of no less than 10% of replacement cost of the Property or such lesser amounts as Lender may require in its sole discretion; and (G)

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permit that the improvements and other property covered by such insurance be rebuilt at another location in the event that such improvements and other property cannot be rebuilt at the location on which they are situated as of the date hereof. If such insurance excludes mold, then Borrower shall implement a mold prevention program satisfactory to Lender;

(ii) if any material portion of one or more of the Properties is located in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards, flood insurance in an amount equal to the maximum limit of coverage available under the National Flood Insurance Program, plus such additional excess limits as shall be requested by Lender, with a deductible not in excess of $25,000;

(iii) commercial general liability insurance, including broad form coverage of property damage, contractual liability for insured contracts and personal injury (including bodily injury and death), to be on the so-called “occurrence” form containing minimum limits per occurrence of not less than $1,000,000 with not less than a $2,000,000 general aggregate for any policy year (with a per location aggregate if the Properties are on a blanket policy), with a deductible not in excess of $50,000. In addition, at least $100,000,000 excess and/or umbrella liability insurance shall be obtained and maintained for any and all claims, including all legal liability imposed upon Borrower and all related court costs and attorneys’ fees and disbursements;

(iv) rental loss and/or business interruption insurance covering actual loss sustained during restoration from all risks required to be covered by the insurance provided for herein, including clauses (i), (ii), (v), (vii), (viii) and (ix) of this Section, and covering the 18 month period from the date of any Casualty and containing an extended period of indemnity endorsement covering the 12 month period commencing on the date on which the applicable Property or Properties have been restored, as reasonably determined by the applicable insurer (even if the policy will expire prior to the end of such period). The amount of such insurance shall be increased from time to time as and when the gross revenues from the Properties increase;

(v) insurance for steam boilers, air conditioning equipment, high pressure piping, machinery and equipment, pressure vessels or similar apparatus now or hereafter installed in any of the improvements (without exclusion for explosions) and insurance against loss of occupancy or use arising from any breakdown, in such amounts as are generally available and are generally required by institutional lenders for properties comparable to the Properties, in each case, with a deductible not in excess of $100,000;

(vi) worker’s compensation insurance with respect to all employees of Borrower as and to the extent required by any Governmental Authority or Legal Requirement and employer’s liability coverage of at least $1,000,000 (if applicable);

(vii) during any period of repair or restoration, and only if the property and liability coverage forms do not otherwise apply, (A) commercial general liability and umbrella liability insurance covering claims related to the repairs or restoration at the

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Properties that are not covered by or under the terms or provisions of the insurance provided for in Section 5.15(a)(iii) and (B) the insurance provided for in Section 5.15(a)(i), which shall, in addition to the requirements set forth in such Section, (1) be written in a so-called builder’s risk completed value form or equivalent coverage, including coverage for 100% of the total costs of construction on a non-reporting basis and against all risks insured against pursuant to clauses (i), (ii), (iv), (v), (viii) and (ix) of Section 5.15(a), and (2) include permission to occupy the Properties);

(viii) if required by Lender, earthquake insurance (A) in an amount not less than the aggregate annual gross loss estimates for a 475-year return period as indicated by a seismic risk analysis for the Property. Such analysis shall be approved by Lender and secured annually by the Borrower utilizing the most current RMS software and to include consideration of loss amplification and business interruption, (B) having a deductible not in excess of 5% of the total insurable value of the affected Property, and (C) if one or more of the Properties is legally nonconforming under applicable zoning ordinances and codes, containing ordinance of law coverage in amounts as required by Lender;

(ix) so long as the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”) or a similar or subsequent statute is in effect, terrorism insurance for foreign and domestic acts (as such terms are defined in TRIPRA or similar or subsequent statute) in an amount equal to the full replacement cost of the Properties (plus rental loss and/or business interruption insurance coverage for a term set forth in clause (iv) above), subject to a $500,000,000 loss limit. If TRIPRA or a similar or subsequent statute is not in effect, then provided that terrorism insurance is commercially available, Borrower shall be required to carry terrorism insurance throughout the term of the Loan as required by the preceding sentence, but in such event Borrower shall not be required to spend on terrorism insurance coverage more than two times the amount of the insurance premium that is payable at such time in respect of the property and business interruption/rental loss insurance required hereunder on a stand alone-basis (without giving effect to the cost of terrorism and earthquake components of such casualty and business interruption/rental loss insurance), and if the cost of terrorism insurance exceeds such amount, Borrower shall purchase the maximum amount of terrorism insurance available with funds equal to such amount. In either such case, such insurance shall not have a deductible in excess of $100,000;

(x) auto liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of $1,000,000 (if applicable); and

(xi) such other insurance as may from time to time be requested by Lender.

(xii) All policies of insurance (the “Policies”) required pursuant to this Section shall be issued by one or more insurers having a rating of at least “A” by S&P and “A2” by Moody’s (to the extent Moody’s rates the Securities and rates the applicable insurer), or by a syndicate of insurers through which at least 75% of the coverage (if there are 4 or fewer members of the syndicate) or at least 60% of the coverage (if there are 5 or more

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members of the syndicate) is with insurers having such ratings and the remaining insurers shall have ratings of not less than “BBB+” by S&P and “Baa2” by Moody’s, to the extent Moody’s rates the Securities and rates the applicable insurer.

(b) All Policies required pursuant to this Section:

(i) shall contain deductibles that, in addition to complying with any other requirements expressly set forth in Section 5.15(a), are approved by Lender (such approval not to be unreasonably withheld, delayed or conditioned, but subject to the requirements of each Rating Agency) and are no larger than is customary for similar policies covering similar properties in the geographic markets in which the Properties are located;

(ii) shall be maintained throughout the term of the Loan without cost to Lender and shall name Borrower as the named insured;

(iii) with respect to property and rental or business interruption insurance policies, shall contain a standard noncontributory mortgagee clause naming Lender and its successors and assigns as their interests may appear as first mortgagee and loss payee;

(iv) with respect to liability policies, except for workers compensation, employers liability and auto liability, shall name Lender and its successors and assigns as their interests may appear as additional insureds;

(v) with respect to property and rental or business interruption insurance policies, shall either be written on a no coinsurance form or contain an endorsement providing that neither Borrower nor Lender nor any other party shall be a co-insurer under such Policies;

(vi) with respect to property and rental or business interruption insurance policies, shall contain an endorsement or other provision providing that Lender shall receive at least 30 days’ prior written notice of cancellation thereof (or, in the case of cancellation due to non-payment of premium, 10 days’ prior written notice);

(vii) with respect to property and rental or business interruption insurance policies, shall contain an endorsement providing that no act or negligence of Borrower or any foreclosure or other proceeding or notice of sale relating to one or more of the Properties shall affect the validity or enforceability of the insurance insofar as a mortgagee is concerned;

(viii) shall not contain provisions that would make Lender liable for any insurance premiums thereon or subject to any assessments thereunder;

(ix) shall contain a waiver of subrogation against Lender, as applicable;

(x) may be in the form of a blanket policy, provided that Borrower shall provide evidence satisfactory to Lender that the insurance premiums for the Properties

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are separately allocated to the Properties, and such blanket policy shall provide the same protection as would a separate Policy as determined by Lender, subject to review and approval by Lender based on the schedule of locations and values; provided further that, with respect to named storm coverage, in no event shall Borrower have less coverage than exists as of the Closing Date unless there is a corresponding proportionate reduction in the values of the locations covered under the policy. Provided further, to the extent that any blanket policy covers more than one location within a one thousand foot radius of the Property (the “Radius”), the limits of such blanket policy must be sufficient to maintain coverage as set forth in Section 5.15 for the Property and any and all other locations combined within the Radius that are covered by such blanket policy calculated on a total insured value basis; and

(xi) shall otherwise be reasonably satisfactory in form and substance to Lender and shall contain such other provisions as Lender deems reasonably necessary or desirable to protect its interests.

(c) Borrower shall pay the premiums for all Policies as the same become due and payable; it being understood that Borrower shall not be in breach of this Section 5.15(c) if Borrower is required to and does deposit with the Lender amounts for premiums pursuant to Section 3.4, regardless of whether Lender does or does not pay such premiums. Complete copies of such Policies shall be delivered to Lender promptly upon request. Not later than 30 days prior to the expiration date of each Policy, Borrower shall deliver to Lender evidence, reasonably satisfactory to Lender, of its renewal. Borrower shall promptly forward to Lender a copy of each written notice received by Borrower of any modification, reduction or cancellation of any of the Policies or of any of the coverages afforded under any of the Policies. Within 30 days after request by Lender, Borrower shall obtain such increases in the amounts of coverage required hereunder as may be reasonably requested by Lender, taking into consideration changes in the value of money over time, changes in liability laws, changes in prudent customs and practices, and the like.

(d) Borrower shall not procure any other insurance coverage that would be on the same level of payment as the Policies or would adversely impact in any way the ability of Lender or Borrower to collect any proceeds under any of the Policies. If at any time Lender is not in receipt of written evidence that all Policies are in full force and effect when and as required hereunder, Lender shall have the right to take such action as Lender deems necessary to protect its interest in the Properties, including the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate (but limited to the coverages and amounts required hereunder). All actual and documented premiums, costs and expenses (including attorneys’ fees and expenses) incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand and, until paid, shall bear interest at the Default Rate.

(e) In the event of foreclosure of one or more of the Mortgages or other transfer of title to one or more of the Properties in extinguishment in whole or in part of the Indebtedness, all right, title and interest of Borrower in and to the Policies then in force with respect to such Properties and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or in Lender or other transferee in the event of such other transfer of title.

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Section 5.16. Casualty and Condemnation.

(a) Borrower shall give prompt written notice to Lender of any Casualty or Condemnation or of the actual or threatened commencement of proceedings that would result in a Condemnation, in each case that resulted in or would reasonably be expected to result in a loss of at least $500,000.

(b) Lender may participate in any proceedings for any taking by any public or quasi-public authority accomplished through a Condemnation or any transfer made in lieu of or in anticipation of a Condemnation, to the extent permitted by law. Upon Lender’s request, Borrower shall deliver to Lender all instruments reasonably requested by it to permit such participation. Borrower shall, at its sole cost and expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Borrower shall not consent or agree to a Condemnation or action in lieu thereof without the prior written consent of Lender in each instance, which consent shall not be unreasonably withheld, delayed or conditioned in the case of a taking of an immaterial portion of any Property.

(c) Lender may (x) jointly with Borrower settle and adjust any claims, (y) during the continuance of an Event of Default, settle and adjust any claims without the consent or cooperation of Borrower, or (z) allow Borrower to settle and adjust any claims; except that if no Event of Default is continuing, Borrower may settle and adjust claims aggregating not in excess of the Threshold Amount if such settlement or adjustment is carried out in a competent and timely manner, but Lender shall be entitled to collect and receive (as set forth below) any and all Loss Proceeds. The reasonable actual and documented expenses incurred by Lender in the adjustment and collection of Loss Proceeds shall become part of the Indebtedness and shall be reimbursed by Borrower to Lender upon demand therefor.

(d) All Loss Proceeds in excess of the Threshold Amount from any Casualty or Condemnation shall be remitted directly to Lender for deposit into the Loss Proceeds Account (monthly rental loss/business interruption proceeds to be initially deposited into the Loss Proceeds Account and subsequently deposited into the Cash Management Account in installments as and when the lost rental income covered by such proceeds would have been payable). Following the occurrence of a Casualty, Borrower, regardless of whether sufficient proceeds are available, shall in a reasonably prompt manner proceed to restore, repair, replace or rebuild the applicable Property to be of at least equal value and of substantially the same character as prior to the Casualty, all in accordance with the terms hereof applicable to Alterations subject to Lender making available any Loss Proceeds. If a Condemnation or Casualty occurs as to which, in the reasonable judgment of Lender:

(i) in the case of a Casualty, the cost of restoration would not exceed 25% of the Loan Amount and the Casualty does not render untenantable, or result in the cancellation of Leases covering, more than 25% of the gross rentable area of the Property taken as a whole, or result in cancellation of Leases covering more than 25% of the base contractual rental revenue of the Property taken as a whole;

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(ii) in the case of a Condemnation, (i) the Condemnation does not render untenantable, or result in the cancellation of Leases covering, more than 15% of the gross rentable area of the Property taken as a whole, and (ii) the restoration of the Property would be deemed feasible by a prudent Lender acting reasonably based on the nature of the Condemnation;

(iii) restoration of such Property is reasonably expected to be completed prior to the expiration of rental interruption insurance and at least six months prior to the Maturity Date;

(iv) after such restoration, the fair market value of the Property is reasonably expected to equal at least the fair market value of such Property immediately prior to such Condemnation or Casualty; and

(v) all necessary approvals and consents from Governmental Authorities will be obtained to allow the rebuilding and re-occupancy of the Property;

or if Lender otherwise elects to allow Borrower to apply Loss Proceeds toward the restoration of such Property, then, provided no Event of Default is continuing, the Loss Proceeds after receipt thereof by Lender and reimbursement of any reasonable actual and documented expenses incurred by Lender in connection therewith shall be applied to the cost of restoring, repairing, replacing or rebuilding such Property or part thereof subject to the Casualty or Condemnation, in the manner set forth below (and Borrower shall commence, as promptly and diligently as practicable, to prosecute such restoring, repairing, replacing or rebuilding of such Property in a workmanlike fashion and in accordance with applicable law to a status at least equivalent to the quality and character of such Property immediately prior to the Condemnation or Casualty). Provided that no Event of Default shall have occurred and be then continuing, Lender shall from time to time disburse such Loss Proceeds to Borrower upon Lender’s being furnished with (i) evidence reasonably satisfactory to it of the estimated cost of completion of the restoration, (ii) if the cost of completion of the restoration plus payment of debt service on the Loan (in the event that the Property does not generate sufficient revenue to pay debt service and other Property expenses during restoration) during the period of restoration exceeds the amount then contained in the Loss Proceeds Account, funds in an amount equal to such excess, which funds shall be remitted into the Loss Proceeds Account as additional Collateral for the Loan, and (iii) such architect’s certificates, waivers of lien, contractor’s sworn statements, title insurance endorsements, bonds, plats of survey and such other evidences of cost, payment and performance as Lender may reasonably request; and Lender may, in any event, require that all plans and specifications for restoration reasonably estimated by Lender to exceed the Threshold Amount be submitted to and approved by Lender prior to commencement of work (which approval shall not be unreasonably withheld, delayed or conditioned). If Lender reasonably estimates that the cost to restore will exceed the Threshold Amount, Lender may retain a local construction consultant to inspect such work and review Borrower’s request for payments and Borrower shall, on demand by Lender, reimburse Lender for the reasonable actual and documented fees and

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expenses of such consultant (which fees and expenses shall constitute Indebtedness). No payment shall exceed 90% of the value of the work performed from time to time until such time as 50% of the restoration (calculated based on the anticipated aggregate cost of the work) has been completed, and amounts retained prior to completion of 50% of the restoration shall not be paid prior to the final completion of the restoration.

(e) Borrower shall cooperate with Lender in obtaining for Lender the benefits of any Loss Proceeds lawfully or equitably payable to Lender in connection with the Properties. Lender shall be reimbursed for any actual and documented expenses reasonably incurred in connection therewith (including reasonable attorneys’ fees and disbursements, and, if reasonably necessary to collect such proceeds, the expense of an Appraisal on behalf of Lender) out of such Loss Proceeds or, if insufficient for such purpose, by Borrower.

(f) If Borrower is not entitled to apply Loss Proceeds toward the restoration of a Property pursuant to Section 5.16(d) and Lender elects not to permit such Loss Proceeds to be so applied, such Loss Proceeds shall be applied on the first Payment Date following such election to the prepayment of the Principal Indebtedness (without the payment of any Yield Maintenance Premium) and the amount so prepaid shall be applied to reduce the Release Price of such Property on a dollar-for-dollar basis. If the Note has been bifurcated into multiple Notes or Note Components pursuant to Section 1.1(c), all prepayments of the Loan made by Borrower in accordance with this Section shall be applied to the Notes or Note Components in the manner set forth in the Componentization Notice.

(g) Notwithstanding the foregoing provisions of this Section, if the Loan is included in a REMIC and immediately following a release of any portion of the applicable Property from the Lien of the Loan Documents in connection with a Casualty or Condemnation the Loan would fail to satisfy a Lender 80% Determination (taking into account the planned restoration of the Property), then Borrower shall prepay the Principal Indebtedness in accordance with Section 5.16(f) in an amount equal to either (i) so much of the Loss Proceeds as are necessary to cause the Lender 80% Determination to be satisfied, or if the aggregate Loss Proceeds are insufficient for such purpose, then 100% of such Loss Proceeds, or (ii) a lesser amount, provided that Borrower delivers to Lender an opinion of counsel, in form and substance reasonably satisfactory to Lender and delivered by counsel reasonably satisfactory to Lender, opining that such release of Property from the Lien does not cause any portion of the Loan to cease to be a “qualified mortgage” within the meaning of section 860G(a)(3) of the Code.

Section 5.17. Annual Budget. At least 10 days prior to the commencement of each Fiscal Year during the term of the Loan, and within 30 days after the commencement of any Trigger Period or Event of Default, Borrower shall deliver to Lender an Annual Budget for the Properties for the ensuing Fiscal Year and, promptly after preparation thereof, any subsequent revisions to the Annual Budget, which delivery shall be for informational purposes only so long as no Trigger Period or Event of Default is continuing. During the continuance of any Trigger Period or Event of Default, such Annual Budget and any revisions thereto shall be subject to Lender’s approval, which approval shall not be unreasonably withheld, conditioned or delayed so long an Event of Default is not continuing (the Annual Budget, as so approved, the “Approved Annual Budget”). Borrower shall not amend any Approved Annual Budget more than once in

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any 60-day period. For so long as Lender shall withhold its consent to any Annual Budget or any revisions thereto, the Annual Budget in effect prior to any such request for approval shall remain in effect, except that taxes, insurance premiums, utilities, management fees payable to an unaffiliated Approved Property Manager and other non-controllable costs for the upcoming Fiscal Year shall be included at their actual cost.

Section 5.18. Venture Capital Operating Companies; Nonbinding Consultation. Solely to the extent that Lender or any direct or indirect holder of an interest in the Loan must qualify as a “venture capital operating company” (as defined in Department of Labor Regulation 29 C.F.R. § 2510.3-101), Lender shall have the right to consult with and advise Borrower regarding significant business activities and business and financial developments of Borrower, provided that any such advice or consultation or the result thereof shall be completely nonbinding on Borrower.

Section 5.19. Compliance with Encumbrances and Material Agreements. Borrower covenants and agrees as follows:

(i) Borrower shall comply with all material terms, conditions and covenants of each Material Agreement and each material Permitted Encumbrance, including any reciprocal easement agreement, ground lease, declaration of covenants, conditions and restrictions, and any condominium arrangements, unless no Event of Default is continuing and any such noncompliance would not have a Material Adverse Effect.

(ii) Borrower shall promptly deliver to Lender a true and complete copy of each and every notice of default received by Borrower with respect to any obligation of Borrower under the provisions of any Material Agreement and/or Permitted Encumbrance.

(iii) Borrower shall deliver to Lender copies of any written notices of default or event of default relating to any Material Agreement and/or Permitted Encumbrance served by Borrower.

(iv) Without the prior written consent of Lender, not to be unreasonably withheld, conditioned or delayed, Borrower shall not grant or withhold any material consent, approval or waiver under any Material Agreement or Permitted Encumbrance unless no Event of Default is continuing and the same would not be reasonably likely to have a Material Adverse Effect.

(v) Borrower shall deliver to each other party to any Permitted Encumbrance and any Material Agreement notice of the identity of Lender and each assignee of Lender of which Borrower is aware if such notice is required in order to protect Lender’s interest thereunder.

(vi) Borrower shall enforce the performance and observance of each and every term, covenant and provision of each Material Agreement and Permitted Encumbrance to be performed or observed, if any in the good faith exercise of Borrower’s reasonable business judgment so long as the failure to enforce would not be reasonably expected to result in a Material Adverse Effect.

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Section 5.20. Prohibited Persons. No Required SPE or any of their direct or indirect equityholders (other than equityholders that hold interest in the form of stock traded on a public exchange) shall (i) knowingly conduct any business, or engage in any transaction or dealing, with any Embargoed Person in violation of any Federal Trade Embargo, including the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Embargoed Person unless authorized under US law, or (ii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Federal Trade Embargo; provided that Borrower shall be in compliance with this Section 5.20 with respect to holders of limited partnership interests in Sponsor or Parkway Properties so long as it consistently applies the procedures it has in place to ensure that the representation set forth in Section 4.39 remains true and correct at all times.

ARTICLE VI

NEGATIVE COVENANTS

Each individual Borrower covenants and agrees as follows with respect to itself, each other individual Borrower, and each Required SPE:

Section 6.1. Liens on the Collateral. No Required SPE shall permit or suffer the existence of any Lien on any of its assets, other than Permitted Encumbrances.

Section 6.2. Ownership. Borrower shall not own any assets other than the Properties and related personal property and fixtures located therein or used in connection therewith, contract rights, accounts and other intangible assets related to the ownership and/or operating of the Property.

Section 6.3. Transfers. Borrower shall not Transfer any Collateral other than in compliance with Article II and other than the replacement or other disposition of obsolete or non-useful personal property and fixtures in the ordinary course of business, and Borrower shall not hereafter file a declaration of condominium with respect to any of the Properties. No Prohibited Change of Control, Prohibited Equity Pledge or Prohibited Preferred Equity shall occur or exist.

Section 6.4. Debt. Borrower shall not have any Debt, other than Permitted Debt. Without limiting the foregoing, Borrower shall not incur any PACE Debt without the prior written consent of Lender in its sole discretion.

Section 6.5. Dissolution; Merger or Consolidation. No Required SPE shall dissolve, terminate, liquidate, merge with or consolidate into another Person without first causing the Loan to be assumed by a Successor Borrower pursuant to Section 2.2.

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Section 6.6. Change in Business. Borrower shall not make any material change in the scope or nature of its business objectives, purposes or operations or undertake or participate in activities other than the continuance of its present business.

Section 6.7. Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any material claim or Debt owed to it by any Person, except for adequate consideration or in the ordinary course of its business.

Section 6.8. Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with any affiliate of Borrower, except on terms that are intrinsically fair, commercially reasonable and substantially similar to those that Borrower would have obtained in a comparable arms’-length transaction with an unrelated third party.

Section 6.9. Misapplication of Funds. Borrower shall not (a) distribute any Revenue or Loss Proceeds in violation of the provisions of this Agreement (and shall promptly cause the reversal of any such distributions made in error of which Borrower becomes aware), (b) fail to remit amounts to the Lockbox Account as required by Section 3.1, (c) make any distributions to equityholders during the continuance of a Trigger Period or Event of Default unless expressly permitted hereunder, or (d) misappropriate any security deposit or portion thereof. Notwithstanding the foregoing clause (c), so long as no Event of Default has occurred and is continuing, Borrower shall have the right to distribute to its direct or indirect equityholders the minimum amount required in order for GWP JV Holdings to maintain its status as a “real estate investment trust” within the meaning of Section 856(a) of the Code, provided that in no event shall such amount exceed $150,000.

Section 6.10. Name. Borrower shall not change its name without 45 days’ prior written notice to Lender and promptly providing Lender such information and replacement Uniform Commercial Code financing statements and legal opinions as Lender may reasonably request in connection therewith.

Section 6.11. Modifications and Waivers. Unless otherwise consented to in writing by Lender:

(i) Borrower shall not amend, modify, terminate, renew, or surrender any rights or remedies under any Lease, or enter into any Lease, except in compliance with Section 5.7;

(ii) No Required SPE shall terminate, amend or modify its organizational documents (including any operating agreement, limited partnership agreement, by-laws, certificate of formation, certificate of limited partnership or certificate of incorporation) to the extent the same would cause the Required SPE to no longer comply with Single-Purpose Entity or bankruptcy-remote requirements hereunder;

(iii) Borrower shall not terminate, amend or modify the Approved Management Agreement in any material respect except in compliance with Section 5.10; and

(iv) Borrower shall not enter into, amend or terminate any Material Agreement (except for terminations in connection with a material default by the counterparty thereunder).

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Section 6.12. ERISA.

(a) Borrower shall not maintain or contribute to, or agree to maintain or contribute to, or permit any ERISA Affiliate of Borrower to maintain or contribute to or agree to maintain or contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code.

(b) Borrower shall not engage in a non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code, or substantially similar provisions under federal, state or local laws, rules or regulations or in any transaction that would cause any obligation or action taken or to be taken hereunder (or the exercise by Lender of any of its rights under the Notes, this Agreement, the Mortgages or any other Loan Document) to be a non-exempt prohibited transaction under such provisions.

Section 6.13. Alterations and Expansions. During the continuance of any Trigger Period or Event of Default, Borrower shall not perform or contract to perform any capital improvements requiring Capital Expenditures that are not consistent with the Approved Annual Budget. Borrower shall not perform, undertake, contract to perform or consent to any Material Alteration without the prior written consent of Lender, which consent (in the absence of an Event of Default) shall not be unreasonably withheld, delayed or conditioned, but may be conditioned on the delivery of additional collateral in the form of cash or cash equivalents acceptable to Lender in respect of the amount by which any such Material Alteration exceeds the Threshold Amount, which collateral shall be disbursed to Borrower as construction progresses (so long as no Event of Default is continuing and subject to customary retainage) and, to the extent unused, returned to Borrower upon completion of such Material Alteration so long as no Event of Default is continuing. If Lender’s consent is requested hereunder with respect to a Material Alteration, Lender may retain a construction consultant to review such request and, if such request is granted, Lender may retain a construction consultant to inspect the work from time to time. Borrower shall, on demand by Lender, reimburse Lender for the reasonable fees and disbursements of such consultant.

Section 6.14. Single-Purpose Entity. No Required SPE shall cease to be a Single-Purpose Entity. No Required SPE shall remove or replace any Independent Director without Cause and without providing at least two Business Days’ advance written notice thereof to Lender.

Section 6.15. Zoning and Uses. Borrower shall not do any of the following without the prior written consent of Lender, which shall not be unreasonably withheld:

(i) initiate or support any limiting change in the permitted uses of any of the Properties (or to the extent applicable, zoning reclassification of any of the Properties) or any portion thereof, seek any variance under existing land use restrictions, laws, rules or

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regulations (or, to the extent applicable, zoning ordinances) applicable to a Property, or use or permit the use of a Property in a manner that would result in the use of such Property becoming a nonconforming use under applicable land-use restrictions or zoning ordinances or that would violate the terms of any Lease, Material Agreement or Legal Requirement (and if under applicable zoning ordinances the use of all or any portion of any Property is a nonconforming use, Borrower shall not cause or permit such nonconforming use to be discontinued or abandoned);

(ii) execute or file any subdivision plat affecting any of the Properties, or institute, or permit the institution of, proceedings to alter any tax lot comprising any of the Properties; or

(iii) permit or consent to any of the Properties being used by the public or any Person in such manner as might make possible a claim of adverse usage or possession or of any implied dedication or easement.

Section 6.16. Waste. Borrower shall not commit or permit any Waste on any of the Properties, nor take any actions that might invalidate any insurance carried on any of the Properties (and Borrower shall promptly correct any such actions of which Borrower becomes aware).

ARTICLE VII

DEFAULTS

Section 7.1. Event of Default. The occurrence of any one or more of the following events shall be, and shall constitute the commencement of, an “Event of Default” hereunder (any Event of Default that has occurred shall continue unless and until waived by Lender in writing in its sole discretion):

(a) Payment.

(i) If Borrower defaults in the payment when due of any principal or interest owing hereunder or under the Notes (including any mandatory prepayment required hereunder) or any other amount required to be remitted into the Cash Management Account on a Payment Date pursuant to Section 3.2(b), provided no Event of Default shall be deemed to occur hereunder if there are sufficient funds on deposit in the Cash Management Account (without taking into account amounts contained in any subaccounts of the Cash Management Account) to make the payment required to be made on such Payment Date and Lender is not prevented from accessing such funds by virtue of stay or other legal action or process; or

(ii) if Borrower defaults, and such default continues for at least five Business Days after notice to Borrower that such amounts are owing, in the payment when due of fees, expenses or other amounts owing hereunder, under the Notes or under any of the other Loan Documents (other than principal, interest and any other amounts required to be remitted into the Cash Management Account on a Payment Date pursuant to Section 3.2(b)).

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(b) Representations. If any representation made by Borrower or Sponsor in any of the Loan Documents, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect (or, with respect to any representation that itself contains a materiality qualifier, in any respect) as of the date such representation was made (provided, however, that any unintentional breach of a representation or warranty shall not constitute an Event of Default, unless and until it remains uncured for 30 days after Borrower becomes aware of same).

(c) Bankruptcy, etc. If:

(i) any Required SPE or Sponsor shall commence a voluntary case concerning itself under Title 11 of the United States Code concerning bankruptcy or insolvency (as amended, modified, succeeded or replaced, from time to time, the “Bankruptcy Code”);

(ii) any Required SPE or Sponsor shall commence any other proceeding under any reorganization, arrangement, adjustment of debt, relief of creditors, dissolution (except for dissolution of a prior borrower following an Assumption), insolvency or similar law of any jurisdiction whether now or hereafter in effect relating to such Required SPE or Sponsor, or shall dissolve or otherwise cease to exist;

(iii) there is commenced against any Required SPE or Sponsor an involuntary case under the Bankruptcy Code, or any such other proceeding, which remains undismissed for a period of 120 days after commencement;

(iv) any Required SPE or Sponsor is adjudicated insolvent or bankrupt;

(v) any Required SPE or Sponsor suffers appointment of any custodian or the like for it or for any substantial portion of its property and such appointment continues unchanged or unstayed for a period of 60 days after commencement of such appointment;

(vi) any Required SPE or Sponsor makes a general assignment for the benefit of creditors; or

(vii) any Required SPE or Sponsor takes any action for the purpose of effecting any of the foregoing.

(d) Prohibited Change of Control. If a Prohibited Change of Control occurs or there is any other transfer of a direct or indirect equity interests in Borrower except as expressly permitted hereunder; provided, however, (a) if Borrower, in good faith, did not intend to violate the restrictions of transfers hereof, and the applicable transfer does not constitute a Prohibited Change of Control (and was not made to a Embargoed Person), then such transfer shall not, in and of itself, constitute an Event of Default if Borrower unwinds such transfer (so as to cure the underlying breach of the applicable transfer restrictions hereof) within five Business Days after Borrower becomes aware that such transfer is not permitted under the applicable transfer restrictions hereof, and (b) with respect to any transfer which is of a non-controlling,

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indirect beneficial interest in Borrower, a failure of Borrower to deliver to Lender notice or other information required to be provided in connection with a transfer shall not, in and of itself, constitute an Event of Default, if such notice or other information required to be provided in connection with such Transfer is delivered by Borrower to Lender within five Business Days after delivery by Lender to Borrower of a request for such notice or other required information.

(e) Equity Pledge; Preferred Equity. If a Prohibited Equity Pledge or any Prohibited Preferred Equity occurs or exists.

(f) Insurance. If Borrower fails to maintain in full force and effect all Policies required hereunder, provided that so long as Borrower is in substantial compliance with the Policies, Borrower shall be entitled to notice of such failure from Lender and ten Business Days to cure the same.

(g) ERISA; Negative Covenants. If a default occurs in the due performance or observance by Borrower of any term, covenant or agreement contained in Section 5.8 or in Article VI; provided that such default shall not constitute an Event of Default unless and until it remains uncured for 15 Business Days after Borrower receives written notice thereof from Lender.

(h) Legal Requirements. If Borrower fails to cure properly any violations of Legal Requirements affecting all or any portion of any Property within 30 days after Borrower first receives written notice of any such violations; provided, however, if any such violation is reasonably susceptible of cure, but not within such 30 day period, then Borrower shall be permitted up to an additional 30 days to cure such violation provided that Borrower commences a cure within such initial 30 day period and thereafter diligently and continuously pursues such cure, provided such 30-day cure period shall be further extended so long as Borrower is diligently and continuously pursuing a cure and the failure to cure would not have a Material Adverse Effect, provided any such cure period shall not exceed 90 days in the aggregate.

(i) Express Events of Default. If any event occurs that is explicitly identified as an “Event of Default” under any provision contained herein or in any of the other Loan Documents.

(j) Other Covenants. If a default occurs in the due performance or observance by Borrower of any term, covenant or agreement (other than those referred to in any other subsection of this Section) contained in this Agreement or any other Loan Document, except that in the case of a default that can be cured by the payment of money, such default shall not constitute an Event of Default unless and until it shall remain uncured for 10 days after Borrower receives written notice thereof; and in the case of a default that cannot be cured by the payment of money but is susceptible of being cured within 30 days, such default shall not constitute an Event of Default unless and until it remains uncured for 30 days after Borrower receives written notice thereof, provided that promptly following its receipt of such written notice, Borrower delivers written notice to Lender of its intention and ability to effect such cure within such 30 day period; and if such non-monetary default is not cured within such 30 day period despite Borrower’s diligent efforts but is susceptible of being cured within 90 days of

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Borrower’s receipt of Lender’s original notice, then Borrower shall have such additional time as is reasonably necessary to effect such cure, but in no event in excess of 90 days from Borrower’s receipt of Lender’s original notice, provided that Borrower promptly delivers written notice to Lender of its intention and ability to effect such cure prior to the expiration of such 90 day period.

Section 7.2. Remedies.

(a) During the continuance of an Event of Default, Lender may by written notice to Borrower, in addition to any other rights or remedies available pursuant to this Agreement, the Notes, the Mortgages and the other Loan Documents, at law or in equity, declare by written notice to Borrower all or any portion of the Indebtedness to be immediately due and payable, whereupon all or such portion of the Indebtedness shall so become due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Collateral (including all rights or remedies available at law or in equity); provided, however, that, notwithstanding the foregoing, if an Event of Default specified in Section 7.1(c) shall occur, then (except as specified in Section 7.2(f)) the Indebtedness shall immediately become due and payable without the giving of any notice or other action by Lender. Any actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth in this Agreement or in the other Loan Documents.

(b) If Lender forecloses on any Collateral, Lender shall apply all net proceeds of such foreclosure to repay the Indebtedness, the Indebtedness shall be reduced to the extent of such net proceeds and the remaining portion of the Indebtedness shall remain outstanding and secured by the remaining Collateral. At the election of Lender, the Notes shall be deemed to have been accelerated only to the extent of the net proceeds actually received by Lender with respect to the Properties and applied in reduction of the Indebtedness.

(c) During the continuance of any Event of Default (including an Event of Default resulting from a failure to satisfy the insurance requirements specified herein), Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder, take any action to cure such Event of Default. Lender may enter upon any or all of the Properties upon reasonable notice to Borrower for such purposes or appear in, defend, or bring any action or proceeding to protect its interest in the Collateral or to foreclose the Mortgages or collect the Indebtedness. The actual and documented costs and expenses incurred by Lender in exercising rights under this Section (including reasonable attorneys’ fees), with interest at the Default Rate for the period after notice from Lender that such costs or expenses were incurred to the date of payment to Lender, shall constitute a portion of the Indebtedness, shall be secured by the Mortgages and other Loan Documents and shall be due and payable to Lender upon demand therefor.

(d) Interest shall accrue on any judgment obtained by Lender in connection with its enforcement of the Loan at a rate of interest equal to the Default Rate.

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(e) Notwithstanding the availability of legal remedies, Lender will be entitled to obtain specific performance, mandatory or prohibitory injunctive relief, or other equitable relief requiring Borrower to cure or refrain from repeating any Default

(f) Notwithstanding anything herein to the contrary, if an event specified in Section 7.1(c) occurs solely in respect of Sponsor and not any Required SPE, then such event shall not constitute an Event of Default or result in an acceleration of the Loan unless, in each case, Lender so determines in its sole discretion by written notice to Borrower; and unless and until Lender sends such notice, a Trigger Period shall be deemed to have commenced for all purposes hereunder, which Trigger Period shall continue until the Loan is repaid in full.

(g) Upon the occurrence and during the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to execute the Severed Loan Documents (Borrower ratifying all that its said attorney shall do by virtue thereof); provided, however, that Lender shall not make or execute any such Severed Loan Documents under such power until the expiration of three days after written notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under the aforesaid power. Borrower shall be obligated to pay any actual and documented costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents. The Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents, and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date.

Section 7.3. Application of Payments after an Event of Default. Notwithstanding anything to the contrary contained herein, during the continuance of an Event of Default, all amounts received by Lender in respect of the Loan shall be applied at Lender’s sole discretion either toward the components of the Indebtedness (e.g., Lender’s expenses in enforcing the Loan, interest, principal and other amounts payable hereunder) and the Notes or Note Components in such sequence as Lender shall elect in its sole discretion, and/or toward the payment of Property expenses.

ARTICLE VIII

MISCELLANEOUS

Section 8.1. Successors. Except as otherwise provided in this Agreement, whenever in this Agreement any of the parties to this Agreement is referred to, such reference shall be deemed to include the successors and permitted assigns of such party. All covenants, promises and agreements in this Agreement contained, by or on behalf of Borrower, shall inure to the benefit of Lender and its successors and assigns.

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Section 8.2. GOVERNING LAW.

(A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CHOICE OF LAW RULES TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (OTHER THAN ANY ACTION IN RESPECT OF THE CREATION, PERFECTION OR ENFORCEMENT OF A LIEN OR SECURITY INTEREST CREATED PURSUANT TO ANY LOAN DOCUMENTS NOT GOVERNED BY THE LAWS OF THE STATE OF NEW YORK) MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK. BORROWER AND LENDER HEREBY (i) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (ii) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND (iii) IRREVOCABLY CONSENT TO SERVICE OF PROCESS BY MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT THE ADDRESS SPECIFIED IN SECTION 8.4 (AND AGREES THAT SUCH SERVICE AT SUCH ADDRESS IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER ITSELF IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT).

Section 8.3. Modification, Waiver in Writing. Neither this Agreement nor any other Loan Document may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing signed by Lender.

Section 8.4. Notices. All notices, consents, approvals and requests required or permitted hereunder or under any other Loan Document shall be given in writing by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or attempted delivery, addressed as follows (except that any party hereto may change its address and other contact information for purposes hereof at any time by sending a written notice to the other parties to this Agreement in the manner provided for in this Section). A notice shall be deemed to have been given when delivered or upon refusal to accept delivery.

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If to Lender:

Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: General Counsel

with copies to:

Goldman Sachs Mortgage Company

200 West Street

New York, New York 10282

Attention: Rene Theriault and J. Theodore Borter

and

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

Attention: John V. Harrison, Esq.

If to Borrower:

c/o Parkway Operating Partnership LP

One Orlando Centre

800 North Magnolia Avenue, Suite 1625

Orlando, Florida 32803

Attention: Thomas Blalock

Email address:

and

TH Real Estate

8500 Andrew Carnegie Blvd, 3rd Floor

Charlotte, NC 28262

Attention: Michael D. Fisk

Telephone:

E-mail:

and

Silverpeak Real Estate Partners

40 West 57th Street, 29th Floor

New York, NY 10019

Attention: Brett Bossung

Telephone:

Email:

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and

Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, Ontario M5C 2W5

Attention: Lora Gotcheva

Telephone:

E-mail:

with a copy to:

Hogan Lovells US LLP

Columbia Square

555 Thirteenth Street, NW

Washington, DC 20004

Attention: Lee E. Berner, Esq.

and

Teachers Insurance and Annuity Association

4675 MacArthur Court, Suite 1100

Newport Beach, CA 92660

Attention: Gabriel J. Steffens, Esq.

Telephone:

E-mail:

and

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

Attention: Arthur S. Adler

Telephone:

E-mail:

Borrowers hereby appoint the individual Borrower named as notice party above (the “Representative Borrower”) to serve as agent on behalf of all Borrowers to receive any notices required to be delivered to any or all Borrowers hereunder or under the other Loan Documents and to be the sole party authorized to deliver notices on behalf of the Borrowers hereunder and under each of the other Loan Documents. Any notice delivered to the Representative Borrower shall be deemed to have been delivered to all Borrowers, and any notice received from the Representative Borrower shall be deemed to have been received from all Borrowers. Borrowers shall be entitled from time to time to appoint a replacement Representative Borrower by written notice delivered to Lender and signed by both the new Representative Borrower and the Representative Borrower being so replaced.

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Section 8.5. TRIAL BY JURY. LENDER AND BORROWER, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY LENDER AND BORROWER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER AND BORROWER ARE EACH HEREBY INDIVIDUALLY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 8.6. Headings. The Article and Section headings in this Agreement are included in this Agreement for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 8.7. Assignment and Participation.

(a) Except as expressly set forth in Article II, Borrower may not sell, assign or otherwise transfer any rights, obligations or other interest of Borrower in or under the Loan Documents.

(b) Lender and each assignee of all or a portion of the Loan shall have the right from time to time in its discretion and without the consent of Borrower to sell one or more of the Notes or Note Components or any interest therein (an “Assignment”) and/or sell a participation interest in one or more of the Notes or Note Components (a “Participation”). Borrower shall reasonably cooperate with Lender, at Lender’s request, in order to effectuate any such Assignment or Participation, and Borrower shall promptly provide such information, legal opinions and documents relating to each Required SPE, Sponsor, the Property, the Approved Property Manager and any Tenants as Lender may reasonably request in connection with such Assignment or Participation. The foregoing shall be at Lender’s sole cost and expense; provided that Borrower shall pay its own legal expenses up to the amount that, when aggregated with Borrower’s expenses under Section 1.1(c) and the Cooperation Agreement, shall not exceed $25,000 (and any excess over such amount shall be paid by Lender). In the case of an Assignment, (i) each assignee shall have, to the extent of such Assignment, the rights, benefits and obligations of the assigning Lender as a “Lender” hereunder and under the other Loan Documents, (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to an Assignment, relinquish its rights and be released from its obligations under this Agreement, and (iii) one Lender shall serve as agent for all Lenders and shall be the sole Lender to whom notices, requests and other communications shall be addressed and the sole party authorized to grant or withhold consents hereunder on behalf of the Lenders

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(subject, in each case, to appointment of a Servicer, pursuant to Section 8.22, to receive such notices, requests and other communications and/or to grant or withhold consents, as the case may be). Goldman Sachs Mortgage Company or, upon the appointment of a Servicer, such Servicer, shall maintain, or cause to be maintained, as non-fiduciary agent for Borrower, a register on which it shall enter (i) the name or names of the registered owner or owners from time to time of the Notes and (ii) principal amounts (and stated interest) of the Notes owing to each registered owner or owners. Subject to Section 1.1(c), upon effectiveness of any Assignment of any Note in part, Borrower will promptly provide to the assignor and the assignee separate Notes in the amount of their respective interests (but, if applicable, with a notation thereon that it is given in substitution for and replacement of an original Note or any replacement thereof), and otherwise in the form of such Note, upon return of the Note then being replaced. Subject to Section 8.24, each potential or actual assignee, participant or investor in a Securitization, and each Rating Agency, shall be entitled to receive all information received by Lender under this Agreement. After the effectiveness of any Assignment, the party conveying the Assignment shall provide notice to Borrower and each Lender of the identity and address of the assignee. Notwithstanding anything in this Agreement to the contrary, after an Assignment, the assigning Lender (in addition to the assignee) shall continue to have the benefits of any indemnifications contained in this Agreement that such assigning Lender had prior to such assignment with respect to matters occurring prior to the date of such assignment.

(c) If, pursuant to this Section, any interest in this Agreement or any Note is transferred to any transferee, such transferee shall, promptly upon receipt of written request from Borrower, furnish to Borrower Form W-9, Form W-8BEN, or Form W-8ECI, as applicable.

Section 8.8. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

Section 8.9. Preferences; Waiver of Marshalling of Assets. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder and under the Loan Documents. If any payment to Lender is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then the obligations hereunder or portion thereof intended to be satisfied by such payment shall be revived and continue in full force and effect, as if such payment had not been made. Borrower hereby waives any legal right otherwise available to Borrower that would require the sale of any Collateral either separate or apart from other Collateral, or require Lender to exhaust its remedies against any Collateral before proceeding against any other Collateral. Without limiting the foregoing, to

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the fullest extent permitted by law, Borrower hereby waives and shall not assert any rights in respect of a marshalling of Collateral, a sale in the inverse order of alienation, any homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral or any portion thereof in any sequence and any combination as determined by Lender in its sole discretion.

Section 8.10. Remedies of Borrower. If a claim is made that Lender or its agents have unreasonably delayed acting or acted unreasonably in any case where by law or under this Agreement or the other Loan Documents any of such Persons has an obligation to act promptly or reasonably, Borrower agrees that no such Person shall be liable for any monetary damages, and Borrower’s sole remedy shall be limited to commencing an action seeking specific performance, injunctive relief and/or declaratory judgment except in the event of a final, non-appealable determination by a court of competent jurisdiction that Lender’s actions constituted intentional bad faith. Without limiting the foregoing, Borrower shall not assert, and hereby waives, any claim against Lender (except as provided in the foregoing sentence) and/or its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable Legal Requirement) arising out of, as a result of, or in any way related to, the Loan Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, the Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Borrower hereby waives, releases and agrees not to sue upon any such claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

Section 8.11. Offsets, Counterclaims and Defenses. All payments made by Borrower hereunder or under the other Loan Documents shall be made irrespective of, and without any deduction for, any offsets, counterclaims or defenses. Borrower waives the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Lender arising out of or in any way connected with the Notes, this Agreement, the other Loan Documents or the Indebtedness. Any assignee of Lender’s interest in the Loan shall take the same free and clear of all offsets, counterclaims or defenses against the assigning Lender.

Section 8.12. No Joint Venture. Nothing in this Agreement is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender, nor to grant Lender any interest in any Property other than that of mortgagee or lender.

Section 8.13. Conflict; Construction of Documents. In the event of any conflict between the provisions of this Agreement and the provisions of the other Loan Documents, the provisions of this Agreement shall prevail. The parties acknowledge that they were each represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that the Loan Documents shall not be subject to the principle of construing their meaning against the party that drafted same.

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Section 8.14. Brokers and Financial Advisors. Borrower represents that neither it nor Sponsor has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than HFF, LP (and any commissions payable in connection therewith shall be paid solely by Sponsor). Lender represents that neither it nor any of its affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower and Lender shall indemnify and hold each other harmless from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claim by any Person (other than HFF, LP, the fees of which shall be paid by Sponsor) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated in this Agreement. The provisions of this Section shall survive the expiration and termination of this Agreement and the repayment of the Indebtedness.

Section 8.15. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Copies of originals, including copies delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Agreement.

Section 8.16. Estoppel Certificates.

(a) Borrower shall execute, acknowledge and deliver to Lender, within ten Business Days after receipt of Lender’s written request therefor, which request Lender shall not make more than two times in any twelve month period (unless an Event of Default is continuing, in which event Lender may make such request from time to time in Lender’s sole discretion), a statement in writing setting forth (A) the Principal Indebtedness, (B) the date on which installments of interest and/or principal were last paid, (C) any offsets or defenses to the payment of the Indebtedness, (D) that the Notes, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification, (E) that neither Borrower nor, to Borrower’s knowledge, Lender, is in default under the Loan Documents (or specifying any such default), (F) to Borrower’s knowledge, that all Leases are in full force and effect (except for those that have expired or have been terminated in accordance with the terms hereof) and have not been modified (except in accordance with the Loan Documents), (G) whether or not, to the knowledge of Borrower, any of the Tenants under the Leases are in material default under the Leases (setting forth the specific nature of any such material defaults) and (H) such other matters as Lender may reasonably request. Any prospective purchaser of any interest in a Loan shall be permitted to rely on such certificate.

(b) In the event a Securitization has not occurred within six months after the date hereof, upon Lender’s written request, which Lender shall make no more than twice during the term of the Loan so long as no Event of Default is continuing, Borrower shall use commercially reasonable efforts to obtain from each Tenant renting 25,000 rentable square feet or more at the Property, and thereafter promptly deliver to Lender duly executed estoppel

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certificates from any one or more Tenants specified by Lender, attesting to such facts regarding the Leases as Lender may reasonably require, including attestations that each Lease covered thereby is in full force and effect with no material defaults thereunder on the part of any party, that rent has not been paid more than one month in advance, except as security, and that the Tenant claims no defense or offset against the full and timely performance of its obligations under the Lease.

Section 8.17. General Indemnity; Payment of Expenses.

(a) Borrower, at its sole cost and expense, shall protect, indemnify, reimburse, defend and hold harmless Lender and its officers, partners, members, directors, trustees, advisors, employees, agents, sub-agents, affiliates, successors, participants and assigns of any and all of the foregoing (collectively, the “Indemnified Parties”) for, from and against any and all Damages of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any of the Indemnified Parties, in any way relating to or arising out of Lender’s interest in the Loan; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder to the extent that such Damages have been found by the judgment of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Party or arise from acts or events first occurring after foreclosure or other taking title to or possession of by an Indemnified Party or any successor to or assignee of an Indemnified Party or with respect to any matter that pursuant to the express terms hereof is to be at Lender’s expense or at no cost or expense to Borrower or with respect to any Examined Sections (as defined in the Cooperation Agreement) in connection with any Securitization of the Loan, which shall be governed by the terms of the Cooperation Agreement. Any amounts payable to Lender by reason of the application of this Section shall be secured by the Mortgages and shall become immediately due and payable and shall bear interest at the Default Rate from the date Damages are sustained by the Indemnified Parties until paid. The provisions of and undertakings and indemnifications set forth in this Section shall survive the satisfaction and payment in full of the Indebtedness and termination of this Agreement.

(b) To the extent any Indemnified Party has notice of a claim for which it intends to seek indemnification hereunder, such Indemnified Party shall give prompt written notice thereof to Borrower, provided that failure by Lender to so notify Borrower will not relieve Borrower of its obligations under this Section, except to the extent that Borrower suffers actual prejudice as a result of such failure. In connection with any claim for which indemnification is sought hereunder, Borrower shall have the right to defend the applicable Indemnified Party (if requested by the applicable Indemnified Party, in the name of such Indemnified Party) from such claim by attorneys and other professionals reasonably approved by the applicable Indemnified Party. Upon assumption by Borrower of any defense pursuant to the immediately preceding sentence, Borrower shall have the right to control such defense, provided that the applicable Indemnified Party shall have the right to reasonably participate in such defense and Borrower shall not consent to the terms of any compromise or settlement of any action defended by Borrower in accordance with the foregoing without the prior consent of the applicable Indemnified Party, unless such compromise or settlement (i) includes an unconditional release of the applicable Indemnified Party from all liability arising out of such action and (ii) does not

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include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of the applicable Indemnified Party. The applicable Indemnified Party shall have the right to retain its own counsel if the applicable Indemnified Party shall have been advised by counsel that there are actual material conflicts of interest between Borrower and the applicable Indemnified Party, including situations in which there are one or more legal defenses available to the applicable Indemnified Party that are different from or additional to those available to Borrower. So long as Borrower is conducting the defense of any action defended by Borrower in accordance with the foregoing in a prudent and commercially reasonable manner, Lender and the applicable Indemnified Party shall not compromise or settle such action defended without Borrower’s consent, which shall not be unreasonably withheld or delayed.

(c) Borrower shall reimburse Lender upon receipt of written notice from Lender for (i) all actual and documented out-of-pocket costs and expenses incurred by Lender (or any of its affiliates) in connection with the origination of the Loan, including legal fees and disbursements, accounting fees, and the costs of the Appraisals, the Engineering Reports, the Title Insurance Policies, the Surveys, the Environmental Reports and any other third-party diligence materials; (ii) all actual and documented out-of-pocket costs and expenses incurred by Lender (or any of its affiliates) in connection with (A) monitoring Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including confirming compliance with Environmental Laws and insurance requirements, (B) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters relating hereto (including Leases, Material Agreements, and Permitted Encumbrances), (C) filing, registration and recording fees and expenses and other similar expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents (including the filing, registration or recording of any instrument of further assurance) and all federal, state, county and municipal, taxes (including, if applicable, intangible taxes), search fees, title insurance premiums, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Loan Documents, any mortgage supplemental thereto, any security instrument with respect to the Collateral or any instrument of further assurance, (D) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents or any Collateral, and (E) the satisfaction of any Rating Condition in respect of any matter required or requested by Borrower hereunder; and (iii) all actual and documented out-of-pocket costs and expenses (including attorney’s fees and, if the Loan has been Securitized, special servicing fees) incurred by Lender (or any of its affiliates) in connection with the enforcement of any obligations of Borrower, or a Default by Borrower, under the Loan Documents, including any actual or attempted foreclosure, deed-in-lieu of foreclosure, refinancing, restructuring, settlement or workout and any insolvency or bankruptcy proceedings (including any applicable transfer taxes). Without limiting the foregoing, Borrower shall pay all actual and documented costs, expenses and fees of Lender and its Servicer, operating advisor and securitization trustee resulting from any Casualty, Condemnation Default or reasonably imminent default by Borrower or request by Borrower (including enforcement

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expenses and any liquidation fees (up to a maximum amount of 0.50% (50 basis points)), workout fees(up to a maximum amount of 0.50% (50 basis points)), special servicing fees (up to a maximum amount of 0.25% (25 basis points)), operating advisor consulting fees or any other similar fees and interest payable on advances made by the Servicer or the securitization trustee with respect to delinquent debt service payments or expenses of curing Borrower’s defaults under the Loan Documents, and any expenses paid by Servicer or a trustee in respect of the protection and preservation of any Property, such as payment of taxes and insurance premiums); and the costs of all property inspections and/or appraisals (or any updates to any existing inspection or appraisal) that Servicer may be required to obtain due to a request by Borrower or the occurrence of a Default; provided, that in no event shall Borrower be responsible for the Servicer’s master servicing fees.

Section 8.18. No Third-Party Beneficiaries. This Agreement and the other Loan Documents are solely for the benefit of Lender and Borrower, and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender, Borrower and Indemnified Parties any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender, and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan in the absence of strict compliance with any or all thereof, and no other Person shall under any circumstances be deemed to be a beneficiary of such conditions, any or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 8.19. Recourse.

(a) Subject to the qualifications herein, Lender shall not enforce Borrower’s obligation to pay the Indebtedness by any action or proceeding wherein a deficiency judgment or other judgment establishing personal liability shall be sought against Borrower or any of its affiliates, or any Exculpated Person, except for foreclosure actions or any other appropriate actions or proceedings in order to fully exercise Lender’s remedies in respect of, and to realize upon, the Collateral, and except for any actions to enforce any obligations expressly assumed or guaranteed by any guarantor, indemnitor or similar party (whether or not such party is an Exculpated Person) under the Loan Documents or the obligations of Borrower under Section 8.19(b).

(b) Borrower shall indemnify Lender and hold Lender harmless from and against any and all Damages to Lender (including the actual and documented legal and other expenses of enforcing the obligations of Borrower under this Section and Sponsor under the Guaranty) resulting from or arising out of any of the following:

(i) any intentional physical Waste at any of the Properties committed or permitted by Borrower, Sponsor or any of their respective affiliates, subject to the Property generating sufficient cash flow to prevent such Waste (taking into account all other costs and expenses of the Loan and the operation of the Property) and such cash flow being made available to Borrower for such purposes;

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(ii) any fraud or intentional misrepresentation in connection with the Loan committed by Borrower, Sponsor, any affiliated Approved Property Manager or any of their respective Controlled Affiliates;

(iii) any willful misconduct in connection with the Loan by Borrower, Sponsor, any affiliated Approved Property Manager or any of their respective Controlled Affiliates (including (1) any litigation or other legal proceeding initiated by such Person in bad faith that delays, opposes, impedes, obstructs, hinders, enjoins or otherwise interferes with or frustrates the efforts of Lender to exercise any rights and remedies available to Lender as provided herein and in the other Loan Documents during the continuance of an Event of Default and (2) any refusal by Borrower to comply with Section 5.9 hereof);

(iv) the misappropriation or misapplication by Borrower, Sponsor, any affiliated Approved Property Manager or any of their respective Controlled Affiliates, of any funds in violation of the Loan Documents (including misappropriation or misapplication of Revenues, security deposits and/or Loss Proceeds);

(v) any voluntary Debt constituting indebtedness for borrowed money if and to the extent the continued existence thereof is prohibited hereunder;

(vi) any breach by Borrower or Sponsor of any representation or covenant regarding environmental matters contained in this Agreement or in the Environmental Indemnity;

(vii) the failure to pay or maintain the Policies or pay the amount of any deductible required thereunder following a Casualty or other insurance claim, provided that (i) cash flow from the Properties is sufficient to pay the cost of the Policies or any deductible or other insurance claim (taking into account all other costs and expenses of the Loan and the operation of the Property) and (ii) Lender permits such cash flow to be applied for such purpose;

(viii) the failure of any Required SPE to be, and to at all times have been, a Single-Purpose Entity and the filing by any Person of a motion for substantive consolidation in bankruptcy citing any such failure (for the avoidance of doubt, the recourse described in this clause shall be in addition to the full recourse for a substantive consolidation described below);

(ix) removal of personal property from any of the Properties during or in anticipation of an Event of Default, unless replaced with personal property of the same utility and of the same or greater value and utility, except to the extent Borrower reasonably determines that replacement is not necessary and failure to replace would not have a Material Adverse Effect;

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(x) any fees or commissions paid by Borrower to any affiliate in violation of the terms of the Loan Documents; and

(xi) the contesting or opposition by Borrower, Sponsor or any of their respective affiliates of any motion filed by Lender for relief from the automatic stay in any bankruptcy proceeding of Borrower.

In addition to the foregoing, the Loan and all Indebtedness shall be fully recourse to Borrower and Sponsor, jointly and severally, if (i) there is any voluntary Transfer of any of the Properties or any other material Collateral (including Liens and encumbrances on the Collateral arising from secured Debt that is not permitted hereunder), in each case, to the extent such Transfer is not permitted under this Agreement or the other Loan Documents, or any voluntary Prohibited Change of Control or voluntary Prohibited Equity Pledge, in each case, in violation of the Loan Documents, (ii) any petition for bankruptcy, insolvency, dissolution or liquidation under the Bankruptcy Code or any similar federal or state law of any Required SPE is filed by, consented to, or acquiesced in by, any Required SPE, (iii) any Required SPE or any of their respective affiliates (including Sponsor) shall have colluded with other creditors to cause an involuntary filing under the Bankruptcy Code or similar federal or state law with respect to any Required SPE, or (iv) any Required SPE fails to be, and to at all times have been, a Single-Purpose Entity, which failure results in a substantive consolidation of Borrower with any affiliate in a bankruptcy or similar proceeding (except where Lender has sought such consolidation) or the filing by Borrower any affiliate of Borrower of a motion for substantive consolidation in a bankruptcy of Borrower citing such failure. All of Borrower’s liabilities under this Section 8.19(b) shall be guaranteed by Sponsor pursuant to the Guaranty.

(c) The foregoing limitations on personal liability shall in no way impair or constitute a waiver of the validity of the Notes, the Indebtedness secured by the Collateral, or the Liens on the Collateral, or the right of Lender, as mortgagee or secured party, to foreclose and/or enforce its rights with respect to the Collateral after an Event of Default. Nothing in this Agreement shall be deemed to be a waiver of any right which Lender may have under the Bankruptcy Code to file a claim for the full amount of the debt owing to Lender by Borrower or to require that all Collateral shall continue to secure all of the Indebtedness owing to Lender in accordance with the Loan Documents. Lender may seek a judgment on the Note (and, if necessary, name Borrower in such suit) as part of judicial proceedings to foreclose on any Collateral or as a prerequisite to any such foreclosure or to confirm any foreclosure or sale pursuant to power of sale thereunder, and in the event any suit is brought on the Notes, or with respect to any Indebtedness or any judgment rendered in such judicial proceedings, such judgment shall constitute a Lien on and may be enforced on and against the Collateral and the rents, profits, issues, products and proceeds thereof. Nothing in this Agreement shall impair the right of Lender to accelerate the maturity of the Note upon the occurrence of an Event of Default, nor shall anything in this Agreement impair or be construed to impair the right of Lender to seek personal judgments, and to enforce all rights and remedies under applicable law, jointly and severally against any indemnitors and guarantors to the extent allowed by any applicable Loan Documents. The provisions set forth in this Section are not intended as a release or discharge of the obligations due under the Note or under any Loan Documents, but are intended as a limitation, to the extent provided in this Section, on Lender’s right to sue for a deficiency or seek a personal judgment except as required in order to realize on the Collateral.

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Section 8.20. Right of Set-Off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, during the continuance of an Event of Default, Lender may from time to time, without presentment, demand, protest or other notice of any kind (all of such rights being hereby expressly waived), set-off and appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by Lender (including branches, agencies or affiliates of Lender wherever located) to or for the credit or the account of Borrower (but not any constituent member of Borrower) against the obligations and liabilities of Borrower to Lender hereunder, under the Notes, the other Loan Documents or otherwise, irrespective of whether Lender shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of Lender subsequent thereto.

Section 8.21. Exculpation of Lender. Lender neither undertakes nor assumes any responsibility or duty to Borrower or any other party to select, review, inspect, examine, supervise, pass judgment upon or inform Borrower or any third party of (a) the existence, quality, adequacy or suitability of appraisals of the Properties or other Collateral, (b) any environmental report, or (c) any other matters or items, including engineering, soils and seismic reports that are contemplated in the Loan Documents. Any such selection, review, inspection, examination and the like, and any other due diligence conducted by Lender, is solely for the purpose of protecting Lender’s rights under the Loan Documents, and shall not render Lender liable to Borrower or any third party for the existence, sufficiency, accuracy, completeness or legality thereof.

Section 8.22. Servicer. Lender may delegate any and all rights and obligations of Lender hereunder and under the other Loan Documents to the Servicer upon notice by Lender to Borrower, whereupon any notice or consent from the Servicer to Borrower, and any action by Servicer on Lender’s behalf, shall have the same force and effect as if Servicer were Lender.

Section 8.23. No Fiduciary Duty.

(a) Borrower acknowledges that, in connection with this Agreement, the other Loan Documents and the Transaction, Lender has relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, accounting, tax and other information provided to, discussed with or reviewed by Lender for such purposes, and Lender does not assume any liability therefor or responsibility for the accuracy, completeness or independent verification thereof. Lender, its affiliates and their respective equityholders and employees (for purposes of this Section, the “Lending Parties”) have no obligation to conduct any independent evaluation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance sheet assets and liabilities) of Sponsor, Borrower or any other Person or any of their respective affiliates or to advise or opine on any related solvency or viability issues.

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(b) It is understood and agreed that (i) the Lending Parties shall act under this Agreement and the other Loan Documents as an independent contractor, (ii) the Transaction is an arms’-length commercial transaction between the Lending Parties, on the one hand, and Borrower, on the other, (iii) each Lending Party is acting solely as principal and not as the agent or fiduciary of Borrower, Sponsor or their respective affiliates, stockholders, employees or creditors or any other Person and (iv) nothing in this Agreement, the other Loan Documents, the Transaction or otherwise shall be deemed to create (A) a fiduciary duty (or other implied duty) on the part of any Lending Party to Sponsor, Borrower, any of their respective affiliates, stockholders, employees or creditors, or any other Person or (B) a fiduciary or agency relationship between Sponsor, Borrower or any of their respective affiliates, stockholders, employees or creditors, on the one hand, and the Lending Parties, on the other. Borrower agrees that neither it nor Sponsor nor any of their respective affiliates shall make, and hereby waives, any claim against the Lending Parties based on an assertion that any Lending Party has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Borrower, Sponsor or their respective affiliates, stockholders, employees or creditors. Nothing in this Agreement or the other Loan Documents is intended to confer upon any other Person (including affiliates, stockholders, employees or creditors of Borrower and Sponsor) any rights or remedies by reason of any fiduciary or similar duty.

(c) Borrower acknowledges that it has been advised that the Lending Parties are a full service financial services firm engaged, either directly or through affiliates in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Lending Parties may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of affiliates of Borrower, including Sponsor, as well as of other Persons that may (i) be involved in transactions arising from or relating to the Transaction, (ii) be customers or competitors of Borrower, Sponsor and/or their respective affiliates, or (iii) have other relationships with Borrower, Sponsor and/or their respective affiliates. In addition, the Lending Parties may provide investment banking, underwriting and financial advisory services to such other Persons. The Lending Parties may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of affiliates of Borrower, including Sponsor, or such other Persons. The Transaction may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Although the Lending Parties in the course of such other activities and relationships may acquire information about the Transaction or other Persons that may be the subject of the Transaction, the Lending Parties shall have no obligation to disclose such information, or the fact that the Lending Parties are in possession of such information, to Borrower, Sponsor or any of their respective affiliates or to use such information on behalf of Borrower, Sponsor or any of their respective affiliates.

(d) Borrower acknowledges and agrees that Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to this Agreement, the other Loan Documents, the Transaction and the process leading thereto.

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Section 8.24. Borrower Information. Borrower shall make available to Lender all information concerning its business and operations that Lender may reasonably request. Lender shall not disclose to any Person, and shall treat confidentially, all such information, but in any event shall have the right to disclose any and all information provided to Lender by Borrower or Sponsor regarding Borrower, Sponsor, the Loan and the Properties (i) to affiliates of Lender and to Lender’s agents and advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (ii) subject to Lender’s customary confidentiality agreement, which may be in the form of a so-called “click-through” confidentiality agreement on a data sharing website, to any actual or potential assignee, transferee or participant in connection with the contemplated assignment, transfer, participation or Securitization of all or any portion of the Loan or any participations therein, and to any investors or prospective investors in the Certificates, and their respective advisors and agents, including the operating advisor, or to any direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction relating to Borrower and its obligations, or to any Person that is a pledgee or a party to a repurchase agreement with respect to the Loan, (iii) to any Rating Agency in connection with a Securitization or as otherwise required in connection with a disposition of the Loan, (iv) to any Person necessary or desirable in connection with the exercise of any remedies hereunder or under any other Loan Document following an Event of Default, (v) to any governmental agency, including the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the FDIC, the Securities and Exchange Commission and any other regulatory authority that may exercise authority over Lender or any investor in the Certificates (including the Servicer, the Securitization trustee and their respective agents and employees) or any representative thereof, and to the National Association of Insurance Commissioners, in each case if requested by such governmental agency or otherwise required to comply with the applicable rules and regulations of such governmental agency or if required pursuant to legal or judicial process, and (vi) in any Disclosure Document (as defined in the Cooperation Agreement). In addition, Lender may disclose the existence of this Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and service providers to Lender in connection with the administration and management of this Agreement and the other Loan Documents. Each party hereto (and each of their respective affiliates, employees, representatives or other agents) may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax structure of the Transaction and all materials of any kind (including opinions and other tax analyses) that are provided to any such party relating to such tax treatment and tax structure. For the purpose of this Section, “tax structure” means any facts relevant to the federal income tax treatment of the Transaction but does not include information relating to the identity of any of the parties hereto or any of their respective affiliates.

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Section 8.25. EU Bail-in Rule. Notwithstanding anything to the contrary in any of the Loan Documents or in any other agreement, arrangement or understanding among the parties to the Loan Documents, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(i) the application of any EEA Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(ii) the effects of any EEA Bail-in Action on any such liability, including, if applicable:

(A) a reduction in full or in part or cancellation of any such liability;

(B) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(C) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

Section 8.26. PATRIOT Act Records. Lender hereby notifies Borrower that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies Borrower and Sponsor, which information includes the name and address of Borrower and Sponsor and other information that will allow Lender to identify Borrower or Sponsor in accordance with the PATRIOT Act.

Section 8.27. Prior Agreements. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ALL PRIOR AGREEMENTS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING ANY TERM SHEETS, CONFIDENTIALITY AGREEMENTS AND COMMITMENT LETTERS, ARE SUPERSEDED BY THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT THAT ANY ORIGINATION FEE SPECIFIED IN ANY TERM SHEET, COMMITMENT LETTER OR FEE LETTER SHALL BE AN OBLIGATION OF BORROWER AND SHALL BE PAID AT CLOSING, AND ANY INDEMNIFICATIONS, FLEX PROVISION, EXIT FEES AND THE LIKE PROVIDED FOR THEREIN SHALL SURVIVE THE CLOSING).

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Section 8.28. Publicity. Lender may issue press releases, advertisements and other promotional materials describing in general terms or in detail Lender’s participation in the Loan and may utilize photographs of the Properties in such promotional materials. Borrower shall not make any references to Lender in any press release, advertisement or promotional material issued by Borrower or Sponsor unless Lender shall have approved of the same in writing prior to the issuance of such press release, advertisement or promotional material. The foregoing shall not restrict the identification of Lender or the material terms of the Loan in any required SEC filing of Parkway. Notwithstanding anything to the contrary, this Section 8.28 shall not restrict CPP from providing required or requested reports to the Minister of Finance and the Parliament of Canada on the operations of CPP and its affiliates and making disclosures at related public meetings, or prevent CPP’s directors, officers, employees and agents from providing to CPP’s auditor and special examiner all information and documents that may be requested by them

Section 8.29. Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, under any other Loan Document, or under any other instrument given as security therefor, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable hereunder or under any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement, the Note or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount.

Section 8.30. Schedules and Exhibits Incorporated. The Schedules and Exhibits annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 8.31. Joint and Several Liability. The representations, covenants, warranties and obligations of Borrower hereunder are joint and several. In the event of (a) any payment by any one or more of the Borrowers of any amount in excess of its respective Proportional Amount, or (b) the foreclosure of, or the delivery of deeds in lieu of foreclosure relating to, any of the Collateral owned by one or more of the Borrowers, each Borrower (the “Overpaying Borrower”) that has paid more than its Proportional Amount or whose Collateral or assets have been utilized to satisfy obligations under the Loan or otherwise for the benefit of one or more other Borrowers shall be entitled, after payment in full of the Note and the satisfaction of all the Borrowers’ other obligations to the Lender under the Loan Documents, to contribution from each of the benefited Borrowers (i.e., the Borrowers, other than the Overpaying Borrower, who have paid less than their respective Proportional Amount or whose Collateral or assets have not been so utilized to satisfy obligations under the Loan) for the amounts so paid, advanced or benefited, up to such benefited Borrower’s then current Proportional Amount. Such right to contribution shall be subordinate in all respects to the Loan. As used herein, the “Proportional Amount” with respect to any Borrower shall equal the amount derived as follows: (a) the ratio of the

104

aggregate amount of the Loan allocable to the Property or Properties in which such Borrower has an interest to the then outstanding Principal Indebtedness; times (b) the aggregate amount paid or payable by the Borrowers under the Loan Documents (including interest).

105

Executed and delivered as of the date first hereinabove set forth.

LENDER:
GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership
By:	/s/ Will Waters
	Name:	Will Waters
	Title:	Authorized Signatory

[Signatures continued on following page]

106

BORROWER:
GWP NORTH RICHMOND, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP EIGHT TWELVE, LLC,
A Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP WEST, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel

[Signatures continued on following page]

107

GWP RICHMOND AVENUE, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP CENTRAL PLANT, LLC,
A Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP NINE, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel

[Signatures continued on following page]

108

GWP EDLOE PARKING, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP ONE, LLC,
A Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP TWO, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel

[Signatures continued on following page]

109

GWP EAST, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel
GWP 3800 BUFFALO SPEEDWAY, LLC, a Delaware limited liability company
By:	/s/ Scott E. Francis
	Name:	Scott E. Francis
	Title:	Executive Vice President
		Chief Financial Officer
		Chief Accounting Officer
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel

110

Schedule A

Properties

GWP NORTH RICHMOND, LLC:

TRACT 1 (FEE SIMPLE):

A tract of land containing 4.430 acres (192,963 Square Feet) situated in the A.C. Reynolds League, Abstract No. 61, Harris County, Texas, and being described as Unrestricted Reserve “A” in Block 1 of Greenway Plaza, Section Five as recorded in Harris County Film Code No. 421116 and also being the Replat of a part of Block 1 of The Lamar- Weslayan Addition per the map recorded in Volume 35, Page 48 of the Map Records of Harris County (H.C.M.R.) and being more particularly described by metes and bounds as follows with all bearings and coordinates referenced to the Texas Coordinate System, South Central Zone;

Beginning at a found “X” in concrete (X = 3,130,911.60, Y = 707,996.54) for the point of intersection of the easterly right-of-way line of Timmons Lane (width varies) with the northerly right-of-way line of Colquitt Street (60.48 feet wide per the easement recorded under Harris County Clerk’s File Number(s) (F.N.) F623735, Film Code No. (F.C.) 196-16-0881, Harris County Official Public Records of Real Property (H.C.O.P.R.R.P.), being a point on a non- tangent curve the left and being the southwest corner of the herein described tract of land;

THENCE, Northerly, 232.46 feet along said easterly right-of-way line of Timmons Lane and along said curve to the left (Central Angle = 07 degrees 27 minutes 28 seconds; Radius = 1,785.95; Chord Bearing and Distance = North 08 degrees 54 minutes 59 seconds West, 232.30 feet) to an “X” in concrete found for the northwesterly corner of this tract;

THENCE, departing said right-of-way line, North 86 degrees 05 minutes 21 seconds East, passing at 255.88 feet to a 5/8-inch iron rod found and continuing for a total distance of 492.46 feet to a 5/8-inch iron rod found for an angle point on the easterly north line of said Lamar- Weslayan Addition;

THENCE, North 87 degrees 33 minutes 46 seconds East, 370.44 feet along said easterly north line to a 5/8-inch iron rod with plastic cap set for a point on a non-tangent curve to the left in the west right-of-way line of Edloe Street (varying width), for the northeasterly corner of this tract;

THENCE, southerly, 52.26 feet along the west right-of-way line of Edloe Street and along said curve to the left (Central Angle = 02 degrees 33 minutes 50 seconds; Radius = 1,167.92 feet; Chord Bearing and Distance = South 01 degrees 05 minutes 42 seconds East, 52.26 feet) to an “X” in concrete found for a point of tangency;

THENCE, continuing along said west right-of-way line, South 02 degrees 22 minutes 37 seconds East, 167.11 feet to a 5/8-inch iron rod w/ cap set for the intersection at the north right-of-way line of said Colquitt Street with the east right-of-way of said Edloe Street and the southeasterly corner of this tract;

THENCE, south 85 degrees 54 minutes 28 seconds West, a distance of 835.47 feet to the Point of Beginning, enclosing within its bounds a computed area of 4.430 acres (192,963 square feet) of land, more or less.

TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 1, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-414, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032016, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-415, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032015, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(c) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-84, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063068, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(d) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-85, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063069, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(e) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHT, PRIVILEGE, LICENSE AND PERMISSION TO CONSTRUCT AND MAINTAIN A PARKING GARAGE ENTRANCE RAMP WITHIN, OVER AND ACROSS EDLOE STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-1910, A

CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063070, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

TRACT 2 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 1 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) RECIPROCAL EASEMENT AGREEMENT BY AND BETWEEN KENNETH SCHNITZER AND LAMAR PLAZA, DATED SEPTEMBER 13, 1976, FILED FOR RECORD ON SEPTEMBER 17, 1976, UNDER HARRIS COUNTY CLERK’S FILE NO. E893654, AS AFFECTED BY INSTRUMENT DATED FEBRUARY 10, 1977, FILED FEBRUARY 24, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F054227, AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “RECIPROCAL EASEMENT AGREEMENT” DATED APRIL 1, 1980, FILED FOR RECORD ON JANUARY 12, 1981, UNDER HARRIS COUNTY CLERK’S FILE NO. G824638;

(2) NORTH GARAGE USE AND EASEMENT AGREEMENT DATED JUNE 1, 1978, FILED JUNE 30, 1978, UNDER HARRIS COUNTY CLERK’S FILE NO. F663391, AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “NORTH GARAGE USE AND EASEMENT AGREEMENT” FILED JANUARY 13, 1981, UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) G827403.

(3) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS

GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-            .

(4) EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENTS DATED JUNE 1, 1978, FILED JUNE 30, 1978 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) F663389 (EAST TOWER) AND F663390 (WEST TOWER), AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824640 (WEST TOWER).

GWP EIGHT TWELVE, LLC: TRACT 3

(FEE SIMPLE):

A TRACT OF LAND CONTAINING 2.185 ACRES (95,174 SQUARE FEET) SITUATED IN THE A.C. REYNOLDS LEAGUE SURVEY, ABSTRACT NO. 61, HARRIS COUNTY, TEXAS, AND BEING DESCRIBED AS UNRESTRICTED RESERVE “B” IN BLOCK 2 OF GREENWAY PLAZA SECTION FIVE AS RECORDED IN HARRIS COUNTY FILM CODE NO. 421116 AND ALSO BEING THE REPLAT OF A PART OF BLOCK 2 OF THE LAMAR- WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE MAP RECORDS OF HARRIS COUNTY (H.C.M.R.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS WITH ALL BEARINGS AND COORDINATES REFERENCED TO THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE;

COMMENCING AT A POINT FOR THE INTERSECTION OF THE NORTH RIGHT OF WAY (R.O.W.) LINE OF RICHMOND AVENUE (120 FEET WIDE) WITH THE EAST R.O.W. LINE OF TIMMONS LANE (VARYING WIDTH) AND BEING THE ORIGINAL INTERSECTING POINT OF THESE TWO PREVIOUSLY MENTIONED RIGHTS OF WAY ACCORDING TO THE LAMAR-WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE H.C.M.R.;

THENCE, NORTH 04 DEGREES 05 MINUTES 32 SECONDS WEST, 15.00 FEET ALONG THE EAST RIGHT OF WAY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY END OF A CORNER CUTBACK AND ALSO BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 04 DEGREES 05 MINUTES 32 SECONDS WEST, 94.71 FEET CONTINUING ALONG THE EAST RIGHT OF WAY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST SOUTHERLY END OF A CORNER CUTBACK;

THENCE, NORTH 40 DEGREES 54 MINUTES 28 SECONDS EAST, 21.21 FEET ALONG A CORNER CUTBACK TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY END OF SAID CUTBACK TO THE SOUTH RIGHT OF WAY LINE OF COLQUITT STREET (60.48 FEET WIDE) AS PER THE EASEMENT RECORDED IN FILE NO. F612735, FILM CODE NO.###-##-#### H.C.O.P.R.R.P.;

THENCE, NORTH 85 DEGREES 54 MINUTES 28 SECONDS EAST, ALONG THE SOUTH RIGHT OF WAY LINE OF COLQUITT STREET, A DISTANCE OF 803.33 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY END OF A CORNER CUTBACK;

THENCE, SOUTH 48 DEGREES 14 MINUTES 05 SECONDS EAST, ALONG SAID CUTBACK LINE, A DISTANCE OF 20.89 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST SOUTHERLY END OF A CORNER CUTBACK LYING IN THE WEST RIGHT OF WAY LINE OF EDLOE STREET (RIGHT OF WAY WIDTH VARIES);

THENCE, SOUTH 02 DEGREES 22 MINUTES 37 SECONDS EAST, ALONG THE WEST RIGHT OF WAY LINE OF EDLOE STREET, A DISTANCE OF 45.32 FEET TO THE MOST NORTHERLY END OF A CORNER CUTBACK AT A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR CORNER;

THENCE, SOUTH 36 DEGREES 58 MINUTES 44 SECONDS WEST, ALONG SAID CORNER CUTBACK, A DISTANCE OF 23.20 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) LYING IN THE NORTH LINE OF RICHMOND AVENUE (120 FEET WIDE);

THENCE, WESTERLY ALONG THE NORTHERLY LINE OF RICHMOND AVENUE AND ALONG A CURVE TO THE RIGHT, AN ARC LENGTH OF 730.41 FEET (CENTRAL ANGLE= 11 DEGREES 07 MINUTES 51 SECONDS; RADIUS= 3,759.72 FEET; CHORD BEARING AND DISTANCE = SOUTH 82 DEGREES 00 MINUTES 51 SECONDS WEST, 729.26 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE POINT OF TANGENCY;

THENCE, CONTINUING ALONG THE NORTH RIGHT OF WAY LINE OF RICHMOND AVENUE, SOUTH 87 DEGREES 34 MINUTES 48 SECONDS WEST, A DISTANCE OF 73.74 THE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST SOUTHERLY END OF A CORNER CUTBACK;

THENCE, NORTH 48 DEGREES 15 MINUTES 22 SECONDS WEST, ALONG SAID CUTBACK LINE, A DISTANCE OF 21.52 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AND ALSO BEING THE POINT OF BEGINNING CONTAINING 2.185 ACRES (95,174 SQUARE FEET) MORE OR LESS, FOR THE HEREIN DESCRIBED

TRACT OF LAND ALSO REFERRED TO AS UNRESTRICTED RESERVE “B” IN BLOCK 2 OF GREENWAY PLAZA SECTION FIVE AS RECORDED IN HARRIS COUNTY FILM CODE NO. 421116 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS;

TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 3, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-414, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032016, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684,A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-415, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032015, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(c) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-84, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063068, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(d) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-85, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063069, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(e) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHT, PRIVILEGE, AND FRANCHISE TO LAY, MAINTAIN, OPERATE AND REMOVE A CHILLED WATER LINE UNDERNEATH RICHMOND AVENUE WEST OF EDLOE STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS, AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-419, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J071617, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

TRACT 4 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 3 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENTS DATED JUNE 1, 1978, FILED JUNE 30, 1978 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) F663389 (EAST TOWER) AND F663390 (WEST TOWER), AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824640 (WEST TOWER).

(2) RECIPROCAL EASEMENT AGREEMENT BY AND BETWEEN KENNETH SCHNITZER AND LAMAR PLAZA, DATED SEPTEMBER 13, 1976, FILED FOR RECORD ON SEPTEMBER 17, 1976, UNDER HARRIS COUNTY CLERK’S FILE NO. E893654, AS AFFECTED BY INSTRUMENT DATED FEBRUARY 10, 1977, FILED FEBRUARY 24, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F054227, AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “RECIPROCAL EASEMENT AGREEMENT” DATED APRIL 1, 1980, FILED FOR RECORD ON JANUARY 12, 1981, UNDER HARRIS COUNTY CLERK’S FILE NO. G824638

(3) NORTH GARAGE USE AND EASEMENT AGREEMENT DATED JUNE 1, 1978, FILED JUNE 30, 1978, UNDER HARRIS COUNTY CLERK’S FILE NO. F663391, AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “NORTH GARAGE USE AND EASEMENT AGREEMENT” FILED JANUARY 13, 1981, UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) G827403.

(4) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-            .

GWP WEST, LLC: TRACT 5

(FEE SIMPLE):

A TRACT OF LAND CONTAINING 10.602 ACRES (461,821 SQUARE FEET) SITUATED IN THE A.C. REYNOLDS LEAGUE SURVEY, ABSTRACT NO. 61, HARRIS COUNTY, TEXAS, AND BEING DESCRIBED AS UNRESTRICTED RESERVE “C” IN BLOCK 3 OF GREENWAY PLAZA SECTION FIVE AS RECORDED IN HARRIS COUNTY FILM CODE NO. 421116 AND ALSO BEING THE REPLAT OF A PART OF BLOCKS 3 AND 4 OF THE LAMAR-WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE MAP RECORDS OF HARRIS COUNTY (H.C.M.R.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS WITH ALL BEARINGS AND COORDINATES REFERENCED TO THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE;

BEGINNING AT A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT AT THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY LINE OF RICHMOND AVENUE (120 FEET WIDE) WITH THE EASTERLY RIGHT OF WAY LINE OF TIMMONS LANE (100 FEET WIDE), SAID POINT ALSO AT THE NORTHERLY END OF A RADIUS CUTBACK CURVE;

THENCE, NORTH 87 DEGREES 34 MINUTES 48 SECONDS EAST, 11.36 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE TO A FOUND CONCRETE MONUMENT FOR THE BEGINNING OF A TANGENT CURVE TO THE LEFT;

THENCE, EASTERLY, CONTINUING ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND ALONG THE ARC OF SAID CURVE TO THE LEFT AN ARC LENGTH OF 540.87 FEET (CENTRAL ANGLE= 07 DEGREES 59 MINUTES 15 SECONDS; RADIUS= 3,879.72 FEET; CHORD BEARING AND DISTANCE= NORTH 83 DEGREES 35 MINUTES 10 SECONDS EAST; 540.43 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF), FROM WHERE A FOUND BRASS DISK WHICH BEARS SOUTH 89° 43’ EAST - 0.60 FEET, AT THE END OF SAID CURVE;

THENCE, NORTH 83 DEGREES 48 MINUTES 26 SECONDS EAST, 50.00 FEET CONTINUING ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE TO A FOUND CONCRETE MONUMENTSET AT THE BEGINNING OF A NON-TANGENT CURVE TO THE LEFT;

THENCE, EASTERLY, 83.41 FEET CONTINUING ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND ALONG THE ARC OF THE SAID CURVE TO THE LEFT (CENTRAL ANGLE = 01 DEGREE 13 MINUTES 50 SECONDS, RADIUS= 3,883.72 FEET; CHORD BEARING AND DISTANCE= 78 DEGREES 14 MINUTES 09 SECONDS EAST; 83.41 FEET) TO A FOUND CONCRETE MONUMENT AT THE BEGINNING OF A REVERSE CURVE TO THE RIGHT, SAID POINT BEING THE MOST NORTHERLY NORTHEAST CORNER OF THIS TRACT, AND THE NORTHERLY END OF A RADIUS CUTBACK CURVE AT THE INTERSECTION OF RICHMOND AVENUE AND EDLOE STREET;

THENCE, SOUTHEASTERLY, 101.57 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 96 DEGREES 59 MINUTES 36 SECONDS; RADIUS = 60.00 FEET; CHORD BEARING AND DISTANCE SOUTH 53 DEGREES 52 MINUTES 51 SECONDS EAST; 89.97 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AT THE BEGINNING OF A REVERSE CURVE TO THE LEFT, FROM WHERE A FOUND CONCRETE MONUMENT BEARS SOUTH 16° 20’ WEST - 0.80 FEET, SAID POINT BEING THE MOST EASTERLY NORTHEAST CORNER OF THIS TRACT AND SOUTHERLY END OF SAID RADIUS CUTBACK AT THE INTERSECTION OF RICHMOND AVENUE AND EDLOE STREET;

THENCE, SOUTHERLY, 95.49 FEET ALONG THE WESTERLY LINE OF EDLOE STREET AND ALONG THE ARC OF SAID CURVE TO THE LEFT (CENTRAL ANGLE= 04 DEGREES 41 MINUTES 04 SECONDS; RADIUS - 1,167.92 FEET; CHORD BEARING AND DISTANCE= SOUTH 07 DEGREES 43 MINUTES 27 SECONDS EAST; 95.46 FEET) TO A SET 5/8 INCH IRON ROD WITH PLASTIC CAP (GREENLEAF) AT AN INTERSECTION WITH A NONTANGENT CURVE TO THE RIGHT;

THENCE, SOUTHERLY, 38.56 FEET ALONG THE WESTERLY LINE OF EDLOE STREET AND ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE= 04 DEGREES 30 MINUTES 32 SECONDS; RADIUS= 490.00 FEET; CHORD BEARING AND DISTANCE= SOUTH 12 DEGREES 18 MINUTES 52 SECONDS WEST; 38.55 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AT THE BEGINNING OF REVERSE TO THE LEFT, FROM WHERE A FOUND CONCRETE MONUMENT BEARS NORTH 66° 10’ WEST - 0.90 FEET;

THENCE, SOUTHERLY, 115.20 FEET CONTINUING ALONG THE WESTERLY LINE OF EDLOE STREET AND ALONG THE ARC OF SAID CURVE TO THE LEFT (CENTRAL ANGLE= 12 DEGREES 56 MINUTES 34 SECONDS; RADIUS= 510.00 FEET; CHORD BEARING AND DISTANCE= SOUTH 08 DEGREES 05 MINUTES 50 SECONDS WEST; 114.96 FEET) TO A FOUND CONCRETE MONUMENT FOR THE BEGINNING OF A REVERSE CURVE TO THE RIGHT;

THENCE, SOUTHERLY, 190.27 FEET CONTINUING ALONG THE WESTERLY LINE OF EDLOE STREET AND ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 09 DEGREES 56 MINUTES 34 SECONDS; RADIUS - 1,096.42 FEET; CHORD BEARING AND DISTANCE= SOUTH 06 DEGREES 35 MINUTES 51 SECONDS WEST, 190.03 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF)FOR A POINT OF TANGENCY, FROM WHERE A FOUND CONCRETE MONUMENT BEARS SOUTH 18° 25’ WEST - 0.80 FEET;

THENCE, SOUTH 11 DEGREES 34 MINUTES 08 SECONDS WEST, 49.57 FEET CONTINUING ALONG THE WESTERLY LINE OF EDLOE STREET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE BEGINNING OF A TANGENT CURVE TO THE LEFT;

THENCE, SOUTHERLY, 96.86 FEET CONTINUING ALONG THE WESTERLY LINE OF EDLOE STREET AND ALONG THE ARC OF SAID CURVE TO THE LEFT (CENTRAL ANGLE= 04 DEGREES 38 MINUTES 32 SECONDS; RADIUS= 1,195,42 FEET; CHORD BEARING AND DISTANCE = SOUTH 09 DEGREES 14 MINUTES 52 SECONDS WEST, 96.83 FEET) TO A FOUND BRASS DISKFOR THE SOUTHEASTERLY CORNER OF THIS TRACT IN THE NORTHERLY LINE OF NORFOLK STREET (60 FEET WIDE);

THENCE, SOUTH 85 DEGREES 54 MINUTES 43 SECONDS WEST, 747.75 FEET ALONG THE NORTHERLY LINE OF SAID NORFOLK STREET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF)FOR THE SOUTHWESTERLY CORNER OF THIS TRACT IN THE EASTERLY LINE OF TIMMONS LANE (100 FEET WIDE);

THENCE, NORTH 04 DEGREES 05 MINUTES 32 SECONDS WEST, 14.94 FEET ALONG THE EASTERLY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AT THE BEGINNING OF A TANGENT CURVE TO THE RIGHT;

THENCE, NORTHERLY, 141.60 FEET CONTINUING ALONG THE EASTERLY LINE OF TIMMONS LANE AND ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 03 DEGREES 37 MINUTES 09 SECONDS; RADIUS= 2,241.83 FEET; CHORD BEARING AND DISTANCE= NORTH 02 DEGREES 16 MINUTES 58 SECONDS WEST, 141.58 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR A POINT OF TANGENCY, FROM WHERE A FOUND CONCRETE MONUMENT BEARS NORTH 06° 10’ WEST - 0.50 FEET;

THENCE, NORTH 00 DEGREES 28 MINUTES 23 SECONDS WEST, 159.02 FEET CONTINUING ALONG THE EASTERLY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE SOUTHWESTERLY CORNER OF A TRACT OF LAND CONVEYED TO MAXIM’S, INC. BY DEED RECORDED UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) (F.N.) G824631 FILM CODE NO. (F.C.) ###-##-#### OF THE HARRIS COUNTY OFFICIAL PUBLIC RECORDS OF REAL PROPERTY (H.C.O.P.R.R.P.), AND FROM WHERE A FOUND BRASS DISK BEARS SOUTH 30° 16’ WEST - 0.50 FEET;

THENCE, ALONG THE SOUTHERLY, EASTERLY AND NORTHERLY LINES OF SAID MAXIM’S, INC. TRACT WITH THE FOLLOWING COURSES AND DISTANCES:

NORTH 85 DEGREES 47 MINUTES 45 SECONDS EAST, 120.63 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AT THE BEGINNING OF A TANGENT CURVE TO THE LEFT FOR CORNER;

NORTHEASTERLY, 23.53 FEEL ALONG THE ARC OF SAID CURVE TO THE LEFT (CENTRAL ANGLE= 89 DEGREES 52 MINUTES 29 SECONDS; RADIUS= 15.00 FEET; CHORD BEARING AND DISTANCE= NORTH 40 DEGREES 51 MINUTES 40 SECONDS EAST, 21.19 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR A POINT OF TANGENCY FOR CORNER;

NORTH 04 DEGREES 04 MINUTES 25 SECONDS WEST, 162.85 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR CORNER;

SOUTH 85 DEGREES 55 MINUTES 35 SECONDS WEST, 24.00 FEET TO A SET 5/8 INCH IRON ROD WITH PLASTIC CAP (GREENLEAF) FOR CORNER;

SOUTH 04 DEGREES 04 MINUTES 25 SECONDS EAST, 24.56 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR CORNER;

SOUTH 85 DEGREES 47 MINUTES 45 SECONDS WEST, 101.95 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) IN THE EASTERLY LINE OF TIMMONS LANE FOR THE MOST WESTERLY NORTHWEST CORNER OF SAID MAXIM’S INC TRACT AND A CORNER OF THIS TRACT;

THENCE, NORTH 00 DEGREES 28 MINUTES 23 SECONDS WEST, 67.51 FEET ALONG THE EASTERLY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST WESTERLY NORTHWEST CORNER OF THIS TRACT AT THE BEGINNING OF A TANGENT CURVE TO THE RIGHT, FROM WHERE A FOUND CONCRETE MONUMENT BEARS NORTH 41° 08’ WEST - 0.50 FEET, SAID POINT ALSO BEING THE SOUTHERLY END OF A RADIUS CUTBACK CURVE AT THE INTERSECTION OF EASTERLY LINE OF TIMMONS LANE AND THE SOUTHERLY LINE OF RICHMOND AVENUE;

THENCE, NORTHEASTERLY, 99.89 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE= 88 DEGREES 03 MINUTES 16 SECONDS, RADIUS= 65.00 FEET, CHORD BEARING AND DISTANCE= NORTH 43 DEGREES 33 MINUTES 12 SECONDS EAST, 90.35 FEET) TO THE POINT OF BEGINNING, CONTAINING A COMPUTED AREA OF 10.602 ACRES (461,822 SQUARE FEET) OF LAND, MORE OR LESS.

SAVE AND EXCEPT THAT CERTAIN 0.9066 ACRE TRACT OF LAND CONVEYED TO CRESCENT REAL ESTATE FUNDING V, L.P., A DELAWARE LIMITED PARTNERSHIP BY WARRANTY DEED FROM CRESCENT REAL ESTATE FUNDING III, L.P., DATED JUNE 29, 1999, FILED FOR RECORD UNDER COUNTY CLERK’S FILE NO. T813557, REIFIED UNDER T838450 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS COUNTY, TEXAS.

TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 5, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR A PEDESTRIAN COVER OVER RIGHT OF WAY KNOWN AS TUNNEL ARENA ACCESS ROAD CONNECTING THE GREENWAY PLAZA UNDERGROUND PARKING GARAGE WITH THE SUMMIT PARKING GARAGE, GRANTED TO CENTURY DEVELOPMENT CORPORATION, AS SET FORTH UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 77-1984, A CERTIFIED COPY OF WHICH WAS FILED NOVEMBER 3, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F360974, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-414, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032016, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED

COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(c) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-415, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032015, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(d) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS TIMMONS LANE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-1546, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G783596, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT

LLC, COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(e) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-84, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063068, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(f) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-85, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063069, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC, COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH

RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(g) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHT, PRIVILEGE, AND FRANCHISE TO LAY, MAINTAIN, OPERATE AND REMOVE A CHILLED WATER LINE UNDERNEATH RICHMOND AVENUE WEST OF EDLOE STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS, AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-419, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J071617, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

TRACT 6 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 5 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENTS DATED JUNE 1, 1978, FILED JUNE 30, 1978 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) F663389 (EAST TOWER) AND F663390 (WEST TOWER), AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824640 (WEST TOWER).

(2) EASEMENT DEED, PEDESTRIAN BRIDGE AND RECIPROCAL EASEMENT AGREEMENT FILED SEPTEMBER 17, 1979, UNDER HARRIS COUNTY CLERK’S FILE NO. G241367, AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED, PEDESTRIAN BRIDGE AND RECIPROCAL EASEMENT AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824639, AND

BY PARTIAL RELEASE AND SECOND AMENDMENT OF ““EASEMENT DEED, PEDESTRIAN BRIDGE AND RECIPROCAL EASEMENT AGREEMENT” FILED MARCH 9, 2005, UNDER CLERK’S FILE NO. Y309882.

(3) EASEMENT FOR THE INSTALLATION, REPAIR AND MAINTENANCE, ETC. OF PIPES CARRYING HOT AND COLD WATER, GRANTED TO KENNETH SCHNITZER BY INSTRUMENT DATED SEPTEMBER 13, 1976, FILED SEPTEMBER 17, 1976, UNDER HARRIS COUNTY CLERK’S FILE NO. E893655, AS AFFECTED BY INSTRUMENT DATED FEBRUARY 10, 1977, FILED FEBRUARY 24, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F054227; THE GREENWAY CONDOMINIUM CHILLED WATER AND EASEMENT AGREEMENT DATED JUNE 26, 1979, BY AND BETWEEN GREENWAY PLAZA, LTD., THE GREENWAY CONDOMINIUM, AND NINE GREENWAY VENTURE FILED FOR RECORD ON AUGUST 31, 1979, UNDER HARRIS COUNTY CLERK’S FILE NO. G221515, AS AFFECTED BY THOSE CERTAIN UNRECORDED AMENDMENTS DATED OCTOBER 12, 1979 AND DATED JULY 1, 1981 TOGETHER WITH THAT CERTAIN THIRD AMENDMENT TO THE GREENWAY CONDOMINIUM CHILLED WATER AND EASEMENT AGREEMENT DATED SEPTEMBER 1, 2014 , RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20140431551.

(4) RECIPROCAL EASEMENT AGREEMENT BY AND BETWEEN KENNETH SCHNITZER AND LAMAR PLAZA, DATED SEPTEMBER 13, 1976, FILED FOR RECORD ON SEPTEMBER 17, 1976, UNDER HARRIS COUNTY CLERK’S FILE NO. E893654, AS AFFECTED BY INSTRUMENT DATED FEBRUARY 10, 1977, FILED FEBRUARY 24, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F054227, AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “RECIPROCAL EASEMENT AGREEMENT” DATED APRIL 1, 1980, FILED FOR RECORD ON JANUARY 12, 1981, UNDER HARRIS COUNTY CLERK’S FILE NO. G824638;

(5) NORTH GARAGE USE AND EASEMENT AGREEMENT DATED JUNE 1, 1978, FILED JUNE 30, 1978, UNDER HARRIS COUNTY CLERK’S FILE NO. F663391, AS AMENDED BY INSTRUMENT FILED JANUARY 13, 1981, UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) G827403,

(6) EXCLUSIVE PERPETUAL UTILITY EASEMENT RESERVED IN DEED TO MAXIM’S, INC., FILED JANUARY 12, 1981, UNDER HARRIS COUNTY CLERK’S FILE NO. G824631.

(7) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA

LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-            .

GWP ONE, LLC (Parcel 1), GWP TWO, LLC (Parcel 2), GWP EAST, LLC (Parcel 3) and GWP 3800 BUFFALO SPEEDWAY, LLC (Parcel 4):

TRACT 7, PARCELS 1, 2, 3, & 4 (FEE SIMPLE):

PARCEL 1:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

BEGINNING AT FOUND BRASS CAP AT THE NORTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A” AT THE INTERSECTION OF THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE;

THENCE ON THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 381.79 FEET, A RADIUS OF 3879.72 FEET, A CHORD BEARING OF NORTH 72°10’23” EAST, AND A CHORD LENGTH OF 381.64 FEET TO A FOUND BRASS CAP;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” NORTH 69°21’14” EAST A DISTANCE OF 12.92 FEET TO A SET CUT X;

THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 12°15’39” EAST A DISTANCE OF 144.48 FEET TO A SET CUT X;

THENCE SOUTH 77°29’19” WEST A DISTANCE OF 79.56 FEET TO A SET CUT X;

THENCE SOUTH 12°30’41” EAST A DISTANCE OF 357.94 FEET TO A SET CUT X;

THENCE SOUTH 77°43’14” WEST A DISTANCE OF 395.59 FEET TO A SET 1/2” IRON PIN WITH CAP 5593 IN THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE WEST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A”;

THENCE NORTH 02°21’45” WEST, PASSING A FOUND 2” BRASS CAP AT THE DISTANCE OF 254.78 FEET, AND CONTINUING FOR A TOTAL DISTANCE OF 471.00 FEET ON THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE WEST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” TO A BRASS CAP AT THE POINT OF BEGINNING.

CONTAINING 179,030 SQ. FT. OR 4.1100 ACRES, MORE OR LESS.

PARCEL 2:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCING AT FOUND BRASS CAP AT THE NORTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A” AT THE INTERSECTION OF THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE;

THENCE ON THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 381.79 FEET, A RADIUS OF 3879.72 FEET, A CHORD BEARING OF NORTH 72°10’23” EAST, AND A CHORD LENGTH OF 381.64 FEET TO A FOUND BRASS CAP;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” NORTH 69°21’14” EAST A DISTANCE OF 12.92 FEET TO A SET CUT X AT THE POINT OF BEGINNING;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” NORTH 69°21’14” EAST A DISTANCE OF 66.83 FEET TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE RIGHT, WITH AN ARC LENGTH OF 314.18 FEET, A RADIUS OF 4237.17 FEET, A CHORD BEARING OF NORTH 71°28’49” EAST, AND A CHORD LENGTH OF 314.11 FEET TO A FOUND CUT X AT THE NORTHERNMOST CORNER OF SAID UNRESTRICTED RESERVE “A”;

THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 12°16’46” EAST A DISTANCE OF 362.50 FEET ON AN EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A” TO A SET CUT X;

THENCE SOUTH 77°42’23” WEST A DISTANCE OF 378.47 FEET TO A SET CUT X;

THENCE NORTH 12°15’39” WEST, PASSING A SET CUT X AT THE DISTANCE OF 174.25 FEET, AND CONTINUING FOR A TOTAL DISTANCE OF 318.73 FEET TO A SET CUT X AT THE POINT OF BEGINNING.

CONTAINING 129,891 SQ. FT. OR 2.9819 ACRES, MORE OR LESS.

PARCEL 3:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCING AT A FOUND 2” BRASS CAP AT THE SOUTHEAST CORNER OF THE ABOVE DESCRIBED UNRESTRICTED RESERVE “A” ALSO BEING A POINT IN THE NORTH RIGHT OF WAY LINE OF SOUTHWEST FREEWAY;

THENCE CONTINUING ON THE NORTH RIGHT OF WAY LINE OF SOUTHWEST FREEWAY AND THE SOUTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” SOUTH 77°43’14” WEST A DISTANCE OF 76.19 FEET TO A SET 1/2 INCH IRON PIN WITH RPLS 5593 CAP FOR THE POINT OF BEGINNING;

THENCE CONTINUING ON THE NORTH RIGHT OF WAY LINE OF SOUTHWEST FREEWAY AND THE SOUTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” SOUTH 77°43’14” WEST A DISTANCE OF 705.26 FEET TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE CONTINUING ON THE NORTH RIGHT OF WAY LINE OF SOUTHWEST FREEWAY AND THE SOUTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE RIGHT, WITH AN ARC LENGTH OF 443.87 FEET, A RADIUS OF 5698.09 FEET, A CHORD BEARING OF SOUTH 79057’11” WEST, AND A CHORD LENGTH OF 443.75 FEET TO A SET 1/2” IRON PIN WITH CAP 5593; THENCE NORTH 72°21’42” WEST A DISTANCE OF 42.37 FEET TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE NORTH 53°14’22” WEST A DISTANCE OF 40.60 FEET TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE NORTH 23°23,22” WEST A DISTANCE OF 38.65 FEET TO A SET 1/2” IRON PIN WITH CAP 5593 IN THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE WEST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A”;

THENCE NORTH 02°21’45” WEST A DISTANCE OF 609.87 FEET ON THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE WEST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE LEAVING SAID RIGHT OF WAY LINE NORTH 77°43’14” EAST A DISTANCE OF 395.59 FEET TO A SET CUT X;

THENCE NORTH 12°30’41” WEST A DISTANCE OF 357.94 FEET TO A SET CUT X; THENCE NORTH 77°29’19” EAST A DISTANCE OF 79.56 FEET TO A SET CUT X;

THENCE SOUTH 12°15’39” EAST A DISTANCE OF 174.25 FEET TO A SET CUT X; THENCE

NORTH 77°42’23” EAST A DISTANCE OF 378.47 FEET TO A SET CUT X; THENCE NORTH 77°42’23” EAST A DISTANCE OF 250.00 FEET TO A SET CUT X IN AN EAST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A”;

THENCE SOUTH 12°16’46” EAST A DISTANCE OF 184.48 FEET ON AN EAST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” TO A FOUND 2” BRASS CAP;

THENCE NORTH 77°43’14” EAST A DISTANCE OF 163.22 FEET TO A SET CUT X; THENCE

NORTH 71°58’53” EAST A DISTANCE OF 100.00 FEET TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE NORTH 77°43’14” EAST A DISTANCE OF 54.00 FEET TO A FOUND 5/8” IRON PIN WITH CAP “SURVEY INC.”;

THENCE NORTH 29°59’52” EAST A DISTANCE OF 3.97 FEET TO A FOUND 5/8” IRON PIN WITH CAP “SURVEY INC” TO A POINT IN THE WEST RIGHT OF WAY LINE OF BUFFALO SPEEDWAY AND THE EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A”;

THENCE ON THE WEST RIGHT OF WAY LINE OF BUFFALO SPEEDWAY AND THE EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 71.52 FEET, A RADIUS OF 5672.65 FEET, A CHORD BEARING OF SOUTH 14°56’47” EAST, AND A CHORD LENGTH OF 71.52 FEET TO A SET CUT X;

THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 77°43’14” WEST A DISTANCE OF 322.50 FEET TO A SET CUT X;

THENCE SOUTH 12°14’37” EAST A DISTANCE OF 278.94 FEET A SET CUT X; THENCE

NORTH 77°43’14” EAST A DISTANCE OF 12.50 FEET TO A SET 1/2 IRON PIN WITH RPLS 5593 CAP; THENCE SOUTH 12°14’37” EAST, A DISTANCE OF 370.00 FEET TO THE POINT OF BEGINNING. CONTAINING 985,590 SQUARE FEET OR 22.6260 ACRES, MORE OR LESS.

SAVE AND EXCEPT THE FOLLOWING DESCRIBED PARCEL (HOUSTON RENAISSANCE HOTEL DEED):

THAT CERTAIN PROPERTY AND RIGHTS, TITLE AND INTEREST OF THAT

CERTAIN INTEREST CONVEYED TO WTCC HOUSTON INVESTORS V, LP., A DELAWARE LIMITED PARTNERSHIP AS SET FORTH THEREIN BY SPECIAL WARRANTY DEED EXECUTED BY CRESCENT REAL ESTATE FUNDING III, LP., A DELAWARE LIMITED PARTNERSHIP, DATED MAY 24, 2007 FLIED FOR RECORD UNDER COUNTY CLERK’S FILE NO. 20070325690 OF THE OFFICIAL PUBLIC RECORDS OF REAL PROPERTY OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:

TRACT 7-A

SURFACE LEVEL ONLY METES AND BOUNDS DESCRIPTION OF 1.8612 ACRES A.C. REYNOLDS SURVEY ABSTRACT NO. 61 HARRIS, COUNTY, TEXAS:

A PARCEL OF LAND CONTAINING 1.8612 ACRES (81,072 SQUARE FEET) MORE OR LESS, BEING OUT OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, AS RECORDED IN FILM CODE NO. 421110, HARRIS COUNTY MAP RECORDS, AND ALSO BEING OUT OF THAT CERTAIN 33.36 ACRE TRACT IV, CONVEYED FROM NINE GREENWAY, LTD. TO CRESCENT REAL ESTATE FUNDING III, LP, AS RECORDED IN COUNTY CLERK’S FILE NO. S153596, OFFICIAL PUBLIC RECORDS OF REAL PROPERTY, HARRIS COUNTY, TEXAS, O.P.R.O.R.P.H.C.T., AND ALSO BEING OUT OF THAT CERTAIN 1.8268 ACRE TRACT, DESCRIBED IN AN EASEMENT DEDICATION AND AGREEMENT BY GREENWAY PLAZA LTD., RECORDED IN COUNTY CLERK’S FILE NO. D963753, O.P.R.O.R.P.H.C.T., AND ALSO BEING OUT OF THAT CERTAIN 11.4060 ACRE CONOCO TOWER SITE, DESCRIBED IN THE SAID EASEMENT DEDICATION AND AGREEMENT RECORDED IN FILE NO. D963753, AND BEING THAT CERTAIN CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT, DESCRIBED IN THE SAID EASEMENT DEDICATION AND AGREEMENT RECORDED IN FILE NO. D963753, SAID 1.8612 ACRE TRACT BEING SITUATED IN THE A.C. REYNOLDS SURVEY, ABSTRACT NO. 61, IN HARRIS COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

COMMENCING, AT A FOUND CONCRETE MONUMENT MARKED GWP, IN THE EAST LINE OF EDLOE STREET, RIGHT OF WAY VARIES, SAME BEING IN THE WEST LINE OF SAID UNRESTRICTED RESERVE “A”, AND THE WEST LINE OF THE SAID 33.36 ACRE TRACT IV, AND ALSO IN THE MOST WESTERLY LINE OF THAT CERTAIN 11.4060 ACRE CONOCO TOWER SITE, DESCRIBED IN THE SAID EASEMENT DEDICATION AND AGREEMENT RECORDED IN FILE NO. D963753, FOR THE MOST NORTHERLY CORNER OF THAT CERTAIN 0.0499 ACRE TRACT, DESCRIBED IN A DONATION DEED FROM CRESCENT REAL ESTATE FUNDING ILL, LP, TO THE CITY OF HOUSTON, AS RECORDED IN COUNTY CLERK’S FILE NO. T813543, O.P.R.O.R.P.H.C.T, FROM WHICH THE MOST WESTERLY CUTBACK CORNER WITH THE NORTH LINE OF U.S. HIGHWAY 59, RIGHT OF WAY VARIES, SAME BEING THE MOST WESTERLY SOUTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A”, THE MOST WESTERLY SOUTHWEST CORNER OF THE SAID 33.36 ACRE TRACT IV, AND THE MOST WESTERLY SOUTHWEST CORNER OF THE CORNER OF THE SAID 0.0499 ACRE TRACT, BEARS SOUTH 02 DEGREES 22 MINUTES 37 SECONDS EAST, 68.77 FEET;

THENCE NORTH 02 DEGREES 22 MINUTES 37 SECONDS WEST, WITH THE SAID EAST LINE OF EDLOE STREET, SAME BEING THE SAID WEST LINE OF UNRESTRICTED RESERVE “A”, AND THE SAID WEST LINE THE 33.36 ACRE TRACT IV, AND ALSO THE SAID MOST WESTERLY LINE OF THE 11.4060 ACRE CONOCO TOWER SITE, A DISTANCE OF 563.60 FEET TO A POINT, FROM WHICH A FOUND BRASS DISK IN CONCRETE, STAMPED GWP, AT THE INTERSECTION OF THE SOUTH LINE OF RICHMOND AVENUE, 120 FOOT RIGHT OF WAY, WITH THE SAID EAST LINE OF EDLOE STREET, FOR THE NORTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A”, AND THE NORTHWEST CORNER OF THE SAID 33.36 ACRE TRACT IV, AND ALSO THE NORTHWEST CORNER OF THE SAID 11.4080 ACRE CONOCO TOWER SITE, BEARS NORTH 02 DEGREES 22 MINUTES 37 SECONDS WEST, 517.22 FEET;

THENCE, NORTH 87 DEGREES 37 MINUTES 23 SECONDS EAST, CROSSING A PORTION OF SAID UNRESTRICTED RESERVE “A”, THE SAID 33.36 ACRE TRACT IV, AND THE SAID 11.4060 ACRE CONOCO TOWER SITE, A DISTANCE OF 80.42 FEET TO A SET “X” CUT IN CONCRETE, FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE NORTHWEST CORNER OF THE SAID 1.8268 ACRE TRACT, AND THE POINT OF BEGINNING;

THENCE, NORTH 77 DEGREES 42 MINUTES 23 SECONDS EAST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE NORTH LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 158.45 FEET, TO A SET “X” CUT IN CONCRETE, FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE NORTHEAST CORNER OF THE SAID 1.8268 ACRE TRACT;

THENCE, SOUTH 12 DEGREES 17 MINUTES 37 SECONDS EAST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE EAST LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 84.35 FEET, TO A SET 5/8 INCH IRON ROD WITH CAP STAMPED CIVIL-SURV FOR THE NORTHWEST CORNER OF THE SAID, CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT, RECORDED IN FILE NO. D963753;

THENCE, NORTH 77 DEGREES 42 MINUTES 23 SECONDS EAST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, AND CROSSING A PORTION OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, WITH THE NORTH LINE OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT, RECORDED IN FILE NO. D963753, A DISTANCE OF 18.50 FEET, TO A SET 5/8-INCH IRON ROD WITH CAP STAMPED CIVIL-SURV, FOR THE NORTHEAST CORNER OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. D963753;

THENCE, SOUTH 12 DEGREES 17 MINUTES 37 SECONDS EAST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, THE SAID 33.36 ACRE TRACT IV, AND THE SAID 11.4060 ACRE CONOCO TOWER SITE, WITH THE EAST LINE OF SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. 0963753, A DISTANCE OF 81.00 FEET, TO A SET 5/8 INCH IRON ROD WITH CAP STAMPED CIVIL-SURV, FOR THE SOUTHEAST CORNER OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. D963753;

THENCE, SOUTH 77 DEGREES 42 MINUTES 23 SECONDS WEST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, THE SAID 33.36 ACRE TRACT IV, AND THE SAID 11.4060 ACRE CONOCO TOWER SITE, WITH THE SOUTH LINE OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. 0963753, A DISTANCE OF 18.50 FEET TO A SET “X” CUT IN CONCRETE, IN AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THAT SAID EAST LINE OF THE 1.8268 ACRE TRACT, FOR THE SOUTHWEST COMER OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. D963753;

THENCE, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A” AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE EAST LINE OF THE SAID 1.8268 ACRE TRACT FOLLOWING (3) THREE COURSES AND DISTANCES:

1. SOUTH 12 DEGREES 17 MINUTES 37 SECONDS EAST, A DISTANCE OF 73.90 FEET TO A SET “X” CUT IN CONCRETE;

2. SOUTH 77 DEGREES 42 MINUTES 23 SECONDS WEST, A DISTANCE OF 1.50 FEET TO A SET “X” CUT IN CONCRETE, AND;

3. SOUTH 12 DEGREES 17 MINUTES 37 SECONDS EAST, A DISTANCE OF 171.50 FEET TO A SET “X” CUT IN CONCRETE, FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE SOUTHEAST CORNER OF THE SAID 1.8268 ACRE TRACT;

THENCE, SOUTH 77 DEGREES 42 MINUTES 23 SECONDS WEST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE SOUTH LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 228.76 FEET, TO A SET “X” CUT IN CONCRETE, FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE SOUTHWEST CORNER OF THE SAID 1.8268 ACRE TRACT;

THENCE, NORTH 02 DEGREES 22 MINUTES 37 SECONDS WEST, CONTINUING TO ACROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE WEST LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 416.98 FEET TO THE POINT OF BEGINNING AND CONTAINING 1.8612 ACRES (81,072 SQUARE FEET) OF LAND MORE OR LESS.

TRACT 7-B

CONCOURSE LEVEL ONLY METES AND BOUNDS DESCRIPTION OF 1.7656 ACRES A.C. REYNOLDS SURVEY ABSTRACT NO, 61 HARRIS COUNTY, TEXAS

A PARCEL CONTAINING 1.7658 ACRES (76,907 SQUARE FEET) MORE OR LESS, BEING OUT OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, AS RECORDED IN FILM CODE NO, 421110, HARRIS COUNTY MAP RECORDS, AND ALSO BEING OUT OF THAT CERTAIN 33.36 ACRE TRACT IV, CONVEYED FROM NINE GREENWAY, LTD. TO CRESCENT REAL ESTATE FUNDING III, LP., AS RECORDED IN COUNTY CLERK’S FILE NO. S163596, OFFICIAL PUBLIC RECORDS OF REAL PROPERTY, HARRIS COUNTY, TEXAS, O.P.R.O.R.P.H.C.T., AND ALSO BEING OUT OF THAT CERTAIN 1.8268 ACRE TRACT, DESCRIBED IN AN EASEMENT DEDICATION AND AGREEMENT BY GREENWAY PLAZA LTD., RECORDED IN COUNTY CLERK’S ALE NO. 0963753, O.P.R.A.P.H.C.T., SAID 1.7656 ARE TRACT BEING SITUATED IN THE A.G. REYNOLDS SURVEY, ABSTRACT NO. 61, IN HARRIS COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS:

COMMENCING, AT A FOUND CONCRETE MONUMENT MARKED GWP, IN THE EAST LINE OF EDLOE STREET, RIGHT-OF-WAY VARIES, SAME BEING IN THE WEST LINE OF SAID UNRESTRICTED RESERVE “A”, AND THE WEST LINE OF THE SAID 33.36 ACRE TRACT IV, AND ALSO IN THE MOST WESTERLY LINE OF THAT CERTAIN 11.4060 ACRE CONOCO TOWER SITE, DESCRIBED IN THE SAID EASEMENT DEDICATION AND AGREEMENT RECORDED IN FILE NO. D963753, FOR THE MOST NORTHERLY CORNER OF THAT CERTAIN 0.0499 ACRE TRACT, DESCRIBED IN A DONATION DEED FROM CRESCENT REAL ESTATE FUNDING III, LP TO THE CITY OF HOUSTON AS RECORDED IN COUNTY CLERK’S FILE NO. T813543, O.P.R.O.R.P.H.C.T., FROM WHICH THE MOST WESTERLY CUTBACK CORNER WITH THE NORTH LINE OF U.S. HIGHWAY 59, RIGHT OF WAY VARIES, SAME BEING THE MOST WESTERLY SOUTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A”, THE MOST WESTERLY SOUTHWEST CORNER OF THE SAID 33.36 ACRE TRACT IV, AND THE MOST WESTERLY SOUTHWEST CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, AND ALSO THE MOST WESTERLY SOUTHWEST CORNER OF THE SAID 0.0499 ACRE TRACT, BEARS, SOUTH 02 DEGREES 22 MINUTES 37 SECONDS EAST, 68.77 FEET;

THENCE, NORTH 02 DEGREES 22 MINUTES 37 SECONDS WEST, WITH THE SAID EAST LINE OF EDLOE STREET, SAME BEING THE SAID WEST LINE OF UNRESTRICTED RESERVE “A”, AND THE SAID WEST LINE OF THE 33.36 ACRE

TRACT IV, AND ALSO THE SAID MOST WESTERLY LINE OF THE 11.4060 ACRE CONOCO TOWER SITE, A DISTANCE OF 563.60 FEET TO A POINT, FROM WHICH A FOUND BRASS DISK IN CONCRETE, STAMPED GWP, AT THE INTERSECTION OF THE SOUTH LINE OF RICHMOND AVENUE, 120 FOOT RIGHT OF WAY, WITH THE SAID EAST LINE OF EDLOE STREET, FOR THE NORTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A”, AND THE NORTHWEST CORNER OF THE SAID 33.36 ACRE TRACT IV, AND ALSO THE NORTHWEST CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE BEARS, NORTH 02 DEGREES 22 MINUTES 37 SECONDS WEST, 517.22 FEET;

THENCE, NORTH 87 DEGREES 37 MINUTES 23 SECONDS EAST, CROSSING A PORTION OF SAID UNRESTRICTED RESERVE “A”, THE SAID 33.36 ACRE TRACT IV, AND THE SAID 11.4060 ACRE CONOCO TOWER SITE, A DISTANCE OF 80.42 FEET TO A POINT, FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, BEING THE NORTHWEST CORNER OF THE SAID 1.8268 ACRE TRACT AND THE POINT OF BEGINNING;

THENCE, NORTH 77 DEGREES 42 MINUTES 23 SECONDS EAST, CONTINUING TO CROSS A PORTION OF THE SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE NORTH LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 158.45 FEET, TO A POINT, FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE NORTHEAST CORNER OF THE SAID 1.8268 ACRE TRACT;

THENCE, SOUTH 12 DEGREES 17 MINUTES 37 SECONDS EAST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE EAST LINE OF THE SAID 1.8268 ACRE TRACT, AT A DISTANCE OF 84.35 FEET, PASS THE NORTHWEST CORNER OF THAT CERTAIN CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT, DESCRIBED IN THE SAID EASEMENT DEDICATION AND AGREEMENT, RECORDED IN FILE NO. D963753, AND WITH THE WEST LINE OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. D963753, AT A DISTANCE OF 165.35, PASS THE SOUTHWEST CORNER OF THE SAID CONSTRUCTION, OPERATION, REPAIR AND USE EASEMENT RECORDED IN FILE NO. D963753, AND A TOTAL DISTANCE OF 219.00 FEET TO A POINT;

THENCE, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, AND ALSO CROSSING A PORTION OF THE SAID 1.8268 ACRE TRACT, THE FOLLOWING (2) TWO COURSES AND DISTANCES:

1. SOUTH 77 DEGREES 42 MINUTES 23 SECONDS WEST, A DISTANCE OF 15.25 FEET, TO A POINT, AND

2. SOUTH 12 DEGREES 17 MINUTES 37 SECONDS EAST, A DISTANCE OF 191.75 FEET, TO A POINT, IN AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE SOUTH LINE OF THE SAID 1.8268 ACRE TRACT;

THENCE, SOUTH 77 DEGREES 42 MINUTES 23 SECONDS WEST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE SOUTH LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 215.01 FEET, TO A POINT FOR AN INTERIOR CORNER OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE SOUTHWEST CORNER OF THE SAID 1.8268 ACRE TRACT;

THENCE, NORTH 02 DEGREES 22 MINUTES 37 SECONDS WEST, CONTINUING TO CROSS A PORTION OF SAID UNRESTRICTED RESERVE “A”, AND THE SAID 33.36 ACRE TRACT IV, WITH AN INTERIOR LINE OF THE SAID 11.4060 ACRE CONOCO TOWER SITE, SAME BEING THE WEST LINE OF THE SAID 1.8268 ACRE TRACT, A DISTANCE OF 416.98 FEET, TO THE POINT OF BEGINNING, AND CONTAINING 1.7656 ACRES (76,907 SQUARE FEET) MORE OR LESS.

PARCEL 4:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCING AT A FOUND 2” BRASS CAP AT THE SOUTHEAST CORNER OF THE ABOVE DESCRIBED UNRESTRICTED RESERVE “A” ALSO BEING A POINT IN THE NORTH RIGHT OF WAY LINE OF SOUTHWEST FREEWAY;

THENCE NORTH 12°16’46” WEST A DISTANCE OF 370.00 FEET ON THE EAST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” TO A FOUND 2” BRASS CAP AT THE POINT OF BEGINNING;

THENCE SOUTH 77°43’14” WEST A DISTANCE OF 88.46 FEET TO A SET CUT X; THENCE

NORTH 12°14’37” WEST A DISTANCE OF 278.94 FEET TO A SET CUT X;

THENCE NORTH 77°43’14” EAST A DISTANCE OF 322.50 FEET TO A SET CUT X ON THE WEST RIGHT OF WAY LINE OF BUFFALO SPEEDWAY AND THE EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A”;

THENCE ON THE WEST RIGHT OF WAY LINE OF BUFFALO SPEEDWAY AND THE EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 279.81 FEET, A RADIUS OF 5672.65 FEET, A CHORD BEARING OF SOUTH 16°43’14” EAST, AND A CHORD LENGTH OF 279.78 FEET TO A POINT FROM WHICH A FOUND 2” BRASS CAP BEARS 0.7 FEET NORTHEAST;

THENCE LEAVING SAID RIGHT OF WAY LINE, SOUTH 77°43’14” WEST A DISTANCE OF 255.88 FEET TO THE POINT OF BEGINNING.

CONTAINING 92,682 SQ. FT. OR 2.1277 ACRES, MORE OR LESS.

TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 7, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR FOR USE AND OCCUPANCY OF A PORTION OF THE CITY’S RIGHT-OF-WAY GRANTED BY INSTRUMENTS DATED DECEMBER 15, 1970, RECORDED AT CLERK’S FILE NO. D255419 IN VOLUME 8290, PAGE 581, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471 AND AT CLERK’S FILE NO. D257832 IN VOLUME 8295, PAGE 233, OF THE HARRIS COUNTY DEED RECORDS, CITY OF HOUSTON GRANTED A PERMIT FOR THE OCCUPANCY OF EIGHTY THOUSAND THREE HUNDRED (80,300) CUBIC FEET OF THE CITY’S RIGHT OF WAY TO GREENWAY PLAZA, A JOINT VENTURE, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR USE AND OCCUPANCY OF A PORTION OF THE CITY’S RIGHT-OF-WAY GRANTED BY INSTRUMENT FILED JANUARY 19, 1973, UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) D784597, CITY OF HOUSTON GRANTED A PERMIT TO GREENWAY PLAZA, LTD., FOR THE USE AND OCCUPANCY OF A PORTION OF EDLOE STREET, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE

LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(c) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHT TO INSTALL, MAINTAIN, USE, OCCUPY, OPERATE AND REPAIR TWO (2) CHILLED WATER PIPELINES WITHIN EDLOE STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 2002-1063, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. W296154, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST FIRST PARENT LLC, COUSINS GREENWAY EAST PARENT LLC , PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), COUSINS GREENWAY CENTRAL PLANT, LLC, AND PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP WEST , LLC, , GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

TRACT 8 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 7, Parcels 1, 2, 3 & 4 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH

GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-            .

(2) NON-EXCLUSIVE ROADWAY, DRIVES AND RAMPS FOR INGRESS AND EGRESS, STAIRWAYS AND VENTS, PEDESTRIAN ACCESS, SIGNAGE, AND COMMON MECHANICAL, ELECTRICAL, AND PLUMBING EASEMENTS CREATED PURSUANT TO ARTICLES 2.2(b)(ii), 2.2(d), 2.2(f), 2.2(h), 2.2(i), AND 2.2(j) AS CONTAINED IN THAT CERTAIN DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20070325102, OFFICIAL PUBLIC RECORDS OF HARRIS COUNTY, TEXAS.

(3) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 7 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN THAT CERTAIN WARRANTY DEED DATED SEPTEMBER 20, 1965, RECORDED DECEMBER 7, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C209777 IN VOLUME 6164, PAGE 422 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS AND AS RESERVED IN WARRANTY DEED DATED JUNE 2, 1965, RECORDED JUNE 3, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C099157 IN VOLUME 5944, PAGE 560, AS AFFECTED BY CONFIRMATION OF EASEMENT RECORDED NOVEMBER 18, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C200637 IN VOLUME 6147, PAGE 248, BOTH OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS

(4) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 7 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISION CONTAINED IN THAT CERTAIN WARRANTY DEED DATED FEBRUARY 3, 1967, RECORDED FEBRUARY 7, 1967 UNDER HARRIS COUNTY CLERK’S FILE NO. C447210 IN VOLUME 6652, PAGE 369 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS.

(5) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 7 AS SET FORTH UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN THAT INSTRUMENT DATED APRIL 20, 1966, RECORDED APRIL 22, 1966 UNDER HARRIS COUNTY CLERK’S FILE C289523 IN VOLUME 6327, PAGE 156 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, TOGETHER WITH THOSE BENEFICIAL ACCESS EASEMENTS DEPICTED ON PLAT RECORDED IN VOLUME 180, PAGE 1 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, SAID EASEMENTS ALSO REFERENCED AND/OR DEDICATED UNDER HARRIS COUNTY CLERK’S FILE NO(S). D365557

GWP RICHMOND AVENUE, LLC: TRACT 9

(FEE SIMPLE):

ALL RESTRICTED RESERVE “A” BLOCK ONE (1) OF GREENWAY PLAZA RESTAURANT, IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF FILED FOR RECORD UNDER FILM CODE NO. 557062 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, AND BEING THE SAME PARCEL OF LAND CONTAINING 20,590 SQUARE FEET OUT OF THE A.G. REYNOLDS LEAGUE, ABSTRACT 61, HARRIS COUNTY, TEXAS AND THE LAMAR WESLAYAN ADDITION, A SUBDIVISION OF RECORD PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE HARRIS COUNTY MAP RECORDS, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS WITH ALL BEARINGS REFERENCED TO H.C.C.F

#G824631;

COMMENCING AT A POINT FOR THE BEGINNING OF A RIGHT OF WAY CURVE IN THE EAST RIGHT OF WAY LINE OF TIMMONS LANE (100 FEET WIDE) AT THE SOUTHEAST INTERSECTION OF TIMMONS LANE AND RICHMOND AVENUE (120 FEET WIDE);

THENCE, SOUTH 00 DEGREES 28 MINUTES 23 SECONDS EAST, A DISTANCE OF 67.51 FEET ALONG THE EAST RIGHT OF WAY LINE OF SAID TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST WESTERLY NORTHWEST CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT;

THENCE, DEPARTING SAID TIMMONS LANE RIGHT OF WAY LINE, NORTH 85 DEGREES 47 MINUTES 45 SECONDS EAST, WITH THE SOUTH LINE OF A PRIVATE PARK AND LANDSCAPE AREA RECORDED IN H.C.C.F.# G824632, A DISTANCE OF 101.95 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR AN INNER CORNER;

THENCE, NORTH 04 DEGREES 04 MINUTES 25 SECONDS WEST, WITH THE EASTERLY LINE OF SAID PRIVATE PARK, A DISTANCE OF 24.56 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 85 DEGREES 55 MINUTES 35 SECONDS EAST, WITH THE SOUTH LINE OF SAID PRIVATE PARK, A DISTANCE OF 24.00 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AT THE BACK OF AN EXISTING CONCRETE CURB FOR THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 04 DEGREES 04 MINUTES 25 SECONDS EAST, WITH A WEST LINE OF SAID PRIVATE DRIVE EASEMENT RECORDED IN H.C.C.F. #G827704; A DISTANCE OF 162.85 FEET ALONG THE BACK OF SAID CONCRETE CURB TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 89 DEGREES 52 MINUTES 10 SECONDS AND A RADIUS OF 15.00 FEET;

THENCE, CONTINUING WITH SAID PRIVATE DRIVE EASEMENT, A DISTANCE OF 23.53 FEET SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND THE BACK OF SAID CONCRETE CURB, TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF);

THENCE, TANGENT TO SAID CURVE, CONTINUING WITH SAID PRIVATE DRIVE EASEMENT, SOUTH 85 DEGREES 47 MINUTES 45 SECONDS WEST, 120.63 FEET ALONG THE BACK OF SAID CONCRETE CURB TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) ON THE EAST RIGHT OF WAY LINE OF TIMMONS LANE FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT, AND FROM WHERE A FOUND BRASS DISK BEARS SOUTH 30° 16’ WEST - 0.50 FEET;

THENCE, NORTH 00 DEGREES 28 MINUTES 23 SECONDS WEST, A DISTANCE OF 153.64 FEET ALONG SAID EAST RIGHT OF WAY LINE OF TIMMONS LANE TO THE POINT OF BEGINNING, CONTAINING AN AREA OF 20,590 SQUARE FEET (0.4727 ACRE) OF LAND, MORE OR LESS.

TRACT 10 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 9 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) PRIVATE DRIVE EASEMENT CREATED IN INSTRUMENT DATED DECEMBER 18, 1980, RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G827404.

(2) LANDSCAPING EASEMENT AS CREATED IN THAT CERTAIN EASEMENT AGREEMENT DATED EFFECTIVE OCTOBER 17, 2003 AND RECORDED UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) X340110 AND AMENDED UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) X340109 AND X555644,

GWP CENTRAL PLANT, LLC: TRACT

11 (FEE SIMPLE):

A PORTION OF UNRESTRICTED RESERVE “A” OUT OF GREENWAY PLAZA, A SUBDIVISION OUT OF HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF FILED FOR RECORD UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, AND BEING A TRACT OF LAND CONTAINING 0.7949 ACRE (34,625 SQUARE FEET) SITUATED IN THE A.C. REYNOLDS LEAGUE, A-61, HARRIS COUNTY, TEXAS, AND BEING PART OF A 33.36 ACRE TRACT CONTAINING ALL OF THE PARTIAL REPLAT OF GREENWAY PLAZA, SECTION ONE AND EXTENSION OF GREENWAY PLAZA EAST AS RECORDED IN VOLUME 180, PAGE 1 OF THE HARRIS COUNTY MAP RECORDS (H.C.M.R.), SAID 0.7949 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS WITH ALL BEARING AND COORDINATES BEING REFERENCED TO THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NORTH AMERICAN DATUM 1927. DISTANCES HEREIN ARE SURFACE AND MAY BE CONVERTED TO GRID BY MULTIPLYING BY A COMBINED SCALE FACTOR OF 0.9998872:

COMMENCING AT AN “X” IN CONCRETE FOUND IN THE SOUTHERLY LINE OF RICHMOND AVENUE (120 FEET WIDE) FOR THE MOST NORTHERLY NORTHEAST CORNER OF SAID PARTIAL REPLAT OF GREENWAY PLAZA SECTION ONE AND EXTENSION OF GREENWAY PLAZA EAST, SAID POINT ALSO BEING THE NORTHWESTERLY CORNER OF A TRACT OF LAND CONVEYED TO TEXAS INVESTMENT BUILDERS COMPANY BY DEED RECORDED IN VOLUME 6164, PAGE 422 OF THE HARRIS COUNTY DEED RECORDS (H.C.D.R.);

THENCE, SOUTH 12 DEGREES 16 MINUTES 46 SECONDS EAST, 224.00 FEET ALONG THE COMMON LINE BETWEEN SAID PARTIAL REPLAT OF GREENWAY PLAZA SECTION ONE AND THE TEXAS INVESTMENT BUILDERS COMPANY TRACT TO A BRASS DISK FOUND FOR THE NORTHWESTERLY CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT, SAID POINT ALSO BEING AN INTERIOR CORNER OF SAID PARTIAL REPLAT OF GREENWAY, PLAZA SECTION ONE AND THE SOUTHWESTERLY CORNER OF SAID TEXAS INVESTMENT BUILDERS COMPANY TRACT;

THENCE, NORTH 77 DEGREES 43 MINUTES 14 SECONDS EAST, 250.00 FEET ALONG THE COMMON LINE BETWEEN SAID PARTIAL REPLAT OF GREENWAY PLAZA SECTION ONE AND SAID TEXAS INVESTMENT BUILDERS COMPANY TRACT TO A FOUND MAG NAILFOR THE NORTHEASTERLY CORNER OF THIS TRACT, THE SAME BEING A NORTHEASTERLY CORNER OF SAID PARTIAL REPLAT OF GREENWAY PLAZA SECTION ONE AND THE SOUTHEASTERLY CORNER OF SAID TEXAS INVESTMENT BUILDERS COMPANY TRACT AND IN THE WESTERLY LINE OF A TRACT CONVEYED TO GREENWAY BANK AND TRUST BY DEED RECORDED IN VOLUME 6051, PAGE 610 (H.C.D.R.);

THENCE, SOUTH 12 DEGREES 16 MINUTES 46 SECONDS EAST, ALONG THE COMMON LINE BETWEEN SAID PARTIAL REPLAT OF GREENWAY PLAZA SECTION ONE AND THE WESTERLY LINE OF SAID GREENWAY BANK AND TRUST TRACT AND A TRACT CONVEYED TO BUFFALO TOWER COMPANY BY DEED RECORDED IN VOLUME 6652, PAGE 369 (H.C.D.R.), AT 115.41 PASS THE COMMON CORNER BETWEEN GREENWAY BANK AND TRUST AND BUFFALO TOWER COMPANY, A TOTAL DISTANCE OF 138.50 FEET TO A FOUND “X” SET IN CONCRETE FOR THE SOUTHEASTERLY CORNER OF THIS TRACT;

THENCE, SOUTH 77 DEGREES 42 MINUTES 23 SECONDS WEST, 250.00 FEET DEPARTING THE COMMON LINE BETWEEN SAID PARTIAL REPLAT OF GREENWAY PLAZA SECTION ONE AND SAID BUFFALO TOWER COMPANY TO A FOUND “X” SET IN CONCRETE FOR THE SOUTHWESTERLY CORNER OF THIS TRACT; THENCE, NORTH 12 DEGREES 16 MINUTES 46 SECONDS WEST, 138.50 FEET TO THE POINT OF BEGINNING, ENCLOSING WITHIN THE METES AND BOUNDS A COMPUTED AREA OF 0.7949 ACRE (34,625 SQUARE FEET) OF LAND, MORE OR LESS.

TRACT 11-A (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 11 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) EASEMENT FOR THE INSTALLATION, REPAIR AND MAINTENANCE, ETC. OF PIPES CARRYING HOT AND COLD WATER, GRANTED TO KENNETH SCHNITZER BY INSTRUMENT DATED SEPTEMBER 13, 1976, FILED SEPTEMBER 17, 1976, UNDER HARRIS COUNTY CLERK’S FILE NO. E893655, AS AFFECTED BY INSTRUMENT DATED FEBRUARY 10, 1977, FILED FEBRUARY 24, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F054227, THE GREENWAY CONDOMINIUM CHILLED WATER AND EASEMENT AGREEMENT DATED JUNE 26, 1979, BY AND BETWEEN GREENWAY PLAZA, LTD., THE GREENWAY CONDOMINIUM, AND NINE GREENWAY VENTURE FILED FOR RECORD ON AUGUST 31, 1979, UNDER HARRIS COUNTY CLERK’S FILE NO. G221515, AS AFFECTED BY THOSE CERTAIN UNRECORDED AMENDMENTS DATED OCTOBER 12, 1979 AND DATED JULY 1, 1981 TOGETHER WITH THAT CERTAIN THIRD AMENDMENT TO THE GREENWAY CONDOMINIUM CHILLED WATER AND EASEMENT AGREEMENT DATED SEPTEMBER 1, 2014 , RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20140431551.

(2) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 11 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN THAT CERTAIN WARRANTY DEED DATED SEPTEMBER 20, 1965, RECORDED DECEMBER 7, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C209777 IN VOLUME 6164, PAGE 422 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS AND AS RESERVED IN WARRANTY DEED DATED JUNE 2, 1965, RECORDED JUNE 3, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C099157 IN VOLUME 5944, PAGE 560, AS AFFECTED BY CONFIRMATION OF EASEMENT DATED NOVEMBER 5, 1965, RECORDED NOVEMBER 18, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C200637 IN VOLUME 6147, PAGE 248, BOTH OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS.

(3) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 11 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISION CONTAINED IN THAT CERTAIN WARRANTY DEED DATED FEBRUARY 3, 1967, RECORDED FEBRUARY 7, 1967 UNDER HARRIS COUNTY CLERK’S FILE NO. C447210 IN VOLUME 6652, PAGE 369 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS.

(4) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 11 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISION CONTAINED IN THAT PURCHASE OPTION AGREEMENT DATED AUGUST 27, 1965, RECORDED AUGUST 31, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C151233 IN VOLUME 6051, PAGE 610 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, SAID EASEMENT SET FORTH ON PLAT RECORDED IN VOLUME 180, PAGE 1 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS

GWP NINE, LLC:

TRACT 12 (FEE SIMPLE):

A PORTION OF UNRESTRICTED RESERVE “C” OF GREENWAY PLAZA, SECTION FIVE (5), A SUBDIVISION IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF FILED UNDER FILM CODE NO. 421116 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, AND BEING A TRACT OF LAND CONTAINING 0.9066 ACRE (39,193 SQUARE FEET) SITUATED IN THE A.C. REYNOLDS LEAGUE, A-61, HARRIS COUNTY, TEXAS, AND BEING PART OF BLOCKS 3 AND 4 OF THE LAMAR - WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE MAP RECORDS OF HARRIS COUNTY (H.C.M.R.), AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS WITH ALL BEARINGS AND COORDINATES BEING REFERENCED TO THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NORTH AMERICAN DATUM 1927. DISTANCES HEREIN ARE SURFACE AND MAY BE CONVERTED TO GRID BY MULTIPLYING BY A COMBINED SCALE FACTOR OF 0.9998872:

COMMENCING AT A FOUND CONCRETE MONUMENT AT THE MOST NORTHERLY NORTHEAST CORNER OF SAID 10.60 ACRE TRACT I IN THE SOUTHERLY LINE OF RICHMOND AVENUE AT THE NORTHERLY END OF A RADIUS CUTBACK CURVE AT THE INTERSECTION OF RICHMOND AVENUE (120 FEET WIDE) AND EDLOE STREET (WIDTH VARIES);

THENCE, SOUTHWESTERLY, 83.41 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT (CENTRAL ANGLE= 01 DEGREES 13 MINUTES 50 SECONDS; RADIUS = 3,883.72 FEET; CHORD BEARING AND DISTANCE= SOUTH 78 DEGREES 14 MINUTES 09 SECONDS WEST, 83.41 FEET) TO A FOUND CONCRETE MONUMENT FOR A NON-TANGENT END OF CURVE;

THENCE, SOUTH 83 DEGREES 48 MINUTES 26 SECONDS WEST, 50.00 FEET CONTINUING ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF), FROM WHERE A BRASS DISK FOUND BEARS SOUTH 89° 43’ EAST - 0.60 FEET, AT THE BEGINNING OF A NONTANGENT CURVE TO THE RIGHT;

THENCE, SOUTHWESTERLY, 0.82 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 00 DEGREES 00 MINUTES 44 SECONDS; RADIUS = 3,879.72 FEET; CHORD BEARING AND DISTANCE =SOUTH 79 DEGREES 35 MINUTES 55 SECONDS WEST, 0.82 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE NORTHEASTERLY CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF LAND;

THENCE, SOUTH 04 DEGREES 05 MINUTES 15 SECONDS EAST, 292.99 FEET DEPARTING THE SOUTHERLY LINE OF RICHMOND AVENUE AND GENERALLY

ALONG THE TOP OF A CONCRETE CURB TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) CURB FOR THE MOST EASTERLY SOUTHEAST CORNER OF THIS TRACT AND A TANGENT POINT OF CURVATURE OF A CURVE TO THE RIGHT;

THENCE, SOUTHWESTERLY, 15.72 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 90 DEGREES 03 MINUTES 49 SECONDS; RADIUS = 10.00 FEET; CHORD BEARING AND DISTANCE SOUTH 40 DEGREES 56 MINUTES 39 SECONDS WEST, 14.15 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) CURB FOR THE MOST SOUTHERLY SOUTHEAST CORNER OF THIS TRACT AND A POINT OF TANGENCY;

THENCE, SOUTH 85 DEGREES 58 MINUTES 33 SECONDS WEST, 123.38 FEET GENERALLY ALONG THE TOP OF A CONCRETE CURVE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE SOUTHWESTERLY CORNER OF THIS TRACT;

THENCE, NORTH 04 DEGREES 04 MINUTES 20 SECONDS WEST, 290.44 FEET TO A SET 5/8 INCH IRON ROD WITH PLASTIC CAP (GREENLEAF) FOR THE NORTHWESTERLY CORNER OF THIS TRACT IN THE SOUTHERLY LINE OF RICHMOND AVENUE;

THENCE, NORTHEASTERLY, 133.90 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND ALONG THE ARC OF A NON-TANGENT CURVE TO THE LEFT (CENTRAL ANGLE = 01 DEGREE 58 MINUTES 39 SECONDS; RADIUS = 3,879.72 FEET; CHORD BEARING AND DISTANCE - NORTH 80 DEGREES 35 MINUTES 35 SECONDS EAST, 133.89 FEET) TO THE POINT OF BEGINNING, ENCLOSING WITHIN ITS BOUNDS A COMPUTED AREA OF 0.9066 ACRE (39,493 SQUARE FEET) OF LAND, MORE OR LESS.

TRACT 12-A (NON-EXCLUSIVE EASEMENT)

EASEMENTS APPURTENANT TO TRACT 12 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENTS DATED JUNE 1, 1978, FILED JUNE 30, 1978 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) F663389 (EAST TOWER) AND F663390 (WEST TOWER), AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824640 (WEST TOWER).

(2) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A

GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-             .

GWP EDLOE PARKING, LLC: TRACT

13 (FEE SIMPLE):

BEING A TRACT OR PARCEL CONTAINING 2.625 ACRES (114,346 SQUARE FEET) OF LAND SITUATED IN A.C. REYNOLDS SURVEY, ABSTRACT NUMBER 61, HARRIS COUNTY, TEXAS; BEING ALL OF A CALLED 0.0476 ACRE TRACT, THE REMAINDER OF A CALLED 2.01 ACRE TRACT, AND THE REMAINDER OF THAT CERTAIN TRACT CONVEYED TO CITADEL PROPERTIES, (ALSO KNOWN AS CENTURY PROPERTIES) BY DEEDS RECORDED UNDER HARRIS COUNTY CLERK’S FILE (H.C.C,F.) NUMBER M960618, IN VOLUME 5715, PAGE 40, HARRIS COUNTY DEED RECORDS (H.C.D.R.), AND IN VOLUME 6000, PAGE 620, H.C.D.R., RESPECTIVELY, HARRIS COUNTY, TEXAS; SAID 2.625 ACRE TRACT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS (BEARINGS ARE ORIENTED TO THE TEXAS STATE PLANE COORDINATE SYSTEM OF 1927, SOUTH CENTRAL ZONE):

BEGINNING AT A 5/8 INCH IRON ROD FOUND IN THE WESTERLY RIGHT OF WAY (R.O.W.) LINE OF EDLOE STREET (WIDTH VARIES), AS DEDICATED TO THE CITY OF HOUSTON BY DEEDS RECORDED UNDER H.C.C.F. NUMBERS D357026, D674927, F321700, AND E022939, MARKING THE MOST EASTERLY SOUTHEAST CORNER OF OAKS OF GREENWAY, A SUBDIVISION OF RECORD IN VOLUME 355, PAGE 81, HARRIS COUNTY MAP RECORDS (H.C.M.R.), AND MARKING THE NORTHEASTERLY CORNER OF SAID 0.0476 ACRE TRACT AND THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 02 DEGREES 31 MINUTES 04 SECONDS EAST, ALONG SAID WESTERLY R.O.W. LINE AND ALONG THE EASTERLY LINE OF SAID 0.0476 ACRE TRACT, A DISTANCE OF 126.80 FEET, TO A FOUND CONCRETE MONUMENT IN THE NORTHERLY LINE OF THE AFORESAID TRACT RECORDED IN VOLUME 6000, PAGE 620, H.C.D.R., FOR THE SOUTHEASTERLY CORNER OF SAID 0.0476 ACRE TRACT AND FOR AN ANGLE POINT IN THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 02 DEGREES 37 MINUTES 02 SECONDS EAST, CONTINUING ALONG SAID R.O.W. LINE, A DISTANCE OF 62.49 FEET TO A POINT FROM WHERE A FOUND MAG NAIL BEARS NORTH 48° 52’ WEST - 0.40 FEET MARKING THE POINT OF CURVATURE OF A TANGENT CURVE TO RIGHT;

THENCE, IN A SOUTHERLY DIRECTION ALONG SAID WESTERLY R.O.W. LINE, AN ARC DISTANCE OF 170.58 FEET, ALONG SAID CURVE TO THE RIGHT, HAVING A CENTRAL ANGLE OF 08 DEGREES 44 MINUTES 48 SECONDS, A RADIUS OF 1,123.92 FEET AND A CHORD WHICH BEARS SOUTH 01 DEGREES 43 MINUTES 48 SECONDS WEST, 171.42 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) MARKING A POINT OF REVERSE CURVATURE;

THENCE, IN A SOUTHERLY DIRECTION ALONG SAID WESTERLY R.O.W. LINE, AN ARC DISTANCE OF 121.69 FEET, ALONG A TANGENT CURVE TO THE LEFT, HAVING A CENTRAL ANGLE OF 05 DEGREES 58 MINUTES 11 SECONDS, A RADIUS OF 1,167.92 FEET AND A CHORD WHICH BEARS SOUTH 03 DEGREES 16 MINUTES 52 SECONDS WEST, 121.63 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF), FROM WHERE A FOUND CONCRETE MONUMENT BEARS SOUTH 02° 40’ EAST - 1.0 FEET, IN THE SOUTH LINE OF THE AFORESAID 2.01 ACRE TRACT AND IN THE NORTH LINE OF BLOCK 1 OF LAMARWESLAYAN ADDITION, A SUBDIVISION OF RECORD IN VOLUME 35, PAGE 48, H.C.M.R., SAID IRON ROD MARKING THE SOUTHEASTERLY CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 87 DEGREES 42 MINUTES 14 SECONDS WEST, DEPARTING SAID WESTERLY R.O.W. LINE AND ALONG THE COMMON LINE OF SAID 2.01 ACRE TRACT AND SAID BLOCK 1, A DISTANCE OF 370.47 FEET TO A FOUND CONCRETE MONUMENT FOR THE SOUTHEASTERLY CORNER OF RESERVE “A” OF SAID LAMAR-WESLAYAN ADDITION, AND THE SOUTHWESTERLY CORNER OF SAID 2.1 ACRE TRACT AND THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 02 DEGREES 17 MINUTES 46 SECONDS WEST, ALONG THE WESTERLY LINE OF SAID 2.01 ACRE TRACT AND ALONG THE EASTERLY LINE OF SAID RESERVE “A”, AT A DISTANCE OF 161.86 FEET PASS A 5/8 INCH IRON ROD FOUND MARKING THE NORTHEASTERLY CORNER OF SAID RESERVE “A” AND SOUTHEASTERLY CORNER OF THE AFORESAID OAKS OF GREENWAY, AND CONTINUING, ALONG AN EASTERLY LINE OF SAID OAKS OF GREENWAY, IN ALL, A DISTANCE OF 197.28 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) MARKING AN INTERIOR CORNER OF SAID OAKS OF GREENWAY, THE NORTHWESTERLY CORNER OF SAID 2.01 ACRE TRACT, AND THE MOST SOUTHERLY NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 87 DEGREES 42 MINUTES 14 SECONDS EAST, ALONG A SOUTHERLY LINE OF SAID OAKS OF GREENWAY AND ALONG THE NORTHERLY LINE OF SAID 2.01 ACRE TRACT, A DISTANCE OF 253.24 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) MARKING A SOUTHEASTERLY CORNER OF SAID OAKS OF GREENWAY, THE SOUTHWESTERLY CORNER OF THE AFORESAID TRACT RECORDED IN VOLUME 6000, PAGE 620, H.C.D.R., AND AN INTERIOR CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 01 DEGREES 51 MINUTES 17 SECONDS WEST, ALONG AN EASTERLY LINE OF SAID OAKS OF GREENWAY, AND ALONG THE WESTERLY LINE OF SAID TRACT RECORDED IN VOLUME 6000, PAGE 620, H.C.D.R. AND THE AFORESAID 0.0476 ACRE TRACT, A DISTANCE OF 285.86 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) MARKING AN INTERIOR CORNER OF SAID OAKS OF GREENWAY, THE NORTHWESTERLY CORNER OF SAID 0.0476 ACRE TRACT, AND THE MOST NORTHERLY NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 88 DEGREES 27 MINUTES 09 SECONDS EAST, ALONG A SOUTHERLY LINE OF SAID OAKS OF GREENWAY AND ALONG THE NORTHERLY LINE OF SAID 0.0476 ACRE TRACT, A DISTANCE OF 138.06 FEET TO THE POINT OF BEGINNING AND CONTAINING 2.625 ACRES (114,346 SQUARE FEET) OF LAND, MORE OR LESS.

Schedule B

Exception Report

Litigation (Section 4.13)

All or a portion of the Collateral is subject to the following suit:

Cousins Greenway East Parent LLC, et al vs. Harris County Appraisal District (Cause Number 2016-61568, District Court, Harris County, Texas)

Leases (Section 4.14)

The following Leases are exceptions to the representation contained in Section 4.14(a)(iii)

• Three Greenway Plaza and the Shops at Greenway Plaza

• Office Lease Agreement dated as of January 5, 2015 by and between Cousins Greenway East Parent LLC, a Georgia limited liability company, and Cousins Properties Incorporated, a Georgia corporation

• Nine Greenway Plaza

• Office Lease Agreement dated as of January 1, 2010 by and between Crescent Crown Nine Greenway SPV LLC, a Delaware limited partnership, and Crescent Real Estate Equities Limited Partnership, a Delaware limited partnership

• First Amendment to Office Lease Agreement dated as of January 15, 2015 by and between Nine Greenway Plaza LLC, a Georgia limited liability company, and Cousins Properties Incorporated, a Georgia corporation

Estoppel Certificates (Section 4.38)

Borrower did not request an estoppel certificate from any Tenant under a Lease for 6,000 square feet or less.

Intellectual Property (Section 4.40)

Borrower or one of its Affiliates is the registered holder of the following website with respect to the Property: http://www.greenwayplaza.com/.

Schedule C

Deferred Maintenance Conditions

None.

Schedule D

Unfunded Obligations

Schedule E

Rent Roll

Schedule F

Material Agreements

None.

Schedule G

Allocated Loan Amounts

Property	Allocated Loan Amount
Eleven Greenway Plaza	$	77,732,283
Nine Greenway Plaza	$	76,518,418
Three Greenway Plaza	$	42,485,256
Four Greenway Plaza	$	23,468,046
Twelve Greenway Plaza	$	23,827,710
One Greenway Plaza	$	19,781,495
Eight Greenway Plaza	$	16,859,228
Two Greenway Plaza	$	17,353,766
3800 Buffalo Speedway	$	11,958,813
Houston City Club	$	4,315,962
Thirteen Greenway Plaza	$	3,012,182
Frost Bank	$	1,438,654
Five Greenway Plaza	$	106,145,702
Parking	$	25,221,406
Central Plant	$	12,318,476
The Hub “Food Hall”	$	2,562,603
Total/Averages	$	465,000,000

Schedule H

Individual Property Closing Date NOI

Schedule I

Organizational Chart

Schedule J

Form of Tenant Notice

[BORROWER’S LETTERHEAD]

            , 20    

Re: Lease dated [            ], 20[    ] between [                    ],

as Landlord, and [                    ], as Tenant,

concerning premises known as [                    ] (the “Building”).

Dear Tenant:

[As of             , 201    ,                     , the owner of the Building, has transferred the Building to                      (the “New Landlord”).] The undersigned hereby directs and authorizes you to make all rental payments and other amounts payable by you pursuant to your lease as follows:

If the payment is made by wire transfer, you shall transfer the applicable funds to the following account:

Bank:                     

Account Name                     

Account No.:                     

ABA No.:                     

Contact:                     

If the payment is made by check, you shall deliver your payment to the following address: [LOCKBOX ADDRESS].

[In addition, please amend the insurance policies that you are required to maintain under your lease to include the new owner as an additional insured thereon.]

The instructions set forth herein are irrevocable and are not subject to modification by us in any manner. Only [name of then-current Lender], or its successors and assigns, may by written notice to you rescind or modify the instructions contained herein.

Thank you in advance for your cooperation and if you have any questions, please call                      at (    )     -                    .

Very truly yours,]

Schedule K

Aggregate Square Footage

Property	Square Footage
3800 Buffalo Speedway		155,801
Eight Greenway Plaza		257,942
Eleven Greenway Plaza		745,956
Five Greenway Plaza		912,011
Four Greenway Plaza		241,294
Nine Greenway Plaza		746,824
One Greenway Plaza		210,106
Three Greenway Plaza		518,578
Twelve Greenway Plaza		254,920
Two Greenway Plaza		210,686
Office Buildings		4,254,118
Houston City Club		128,271
The Hub at Greenway		97,411
Other		225,682
Total		4,479,800

Schedule L

Permitted Release Parcels¹

GWP EIGHT TWELVE, LLC: TRACT 3

(FEE SIMPLE):

A TRACT OF LAND CONTAINING 2.185 ACRES (95,174 SQUARE FEET) SITUATED IN THE A.C. REYNOLDS LEAGUE SURVEY, ABSTRACT NO. 61, HARRIS COUNTY, TEXAS, AND BEING DESCRIBED AS UNRESTRICTED RESERVE “B” IN BLOCK 2 OF GREENWAY PLAZA SECTION FIVE AS RECORDED IN HARRIS COUNTY FILM CODE NO. 421116 AND ALSO BEING THE REPLAT OF A PART OF BLOCK 2 OF THE LAMAR- WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE MAP RECORDS OF HARRIS COUNTY (H.C.M.R.) AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS WITH ALL BEARINGS AND COORDINATES REFERENCED TO THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE;

COMMENCING AT A POINT FOR THE INTERSECTION OF THE NORTH RIGHT OF WAY (R.O.W.) LINE OF RICHMOND AVENUE (120 FEET WIDE) WITH THE EAST R.O.W. LINE OF TIMMONS LANE (VARYING WIDTH) AND BEING THE ORIGINAL INTERSECTING POINT OF THESE TWO PREVIOUSLY MENTIONED RIGHTS OF WAY ACCORDING TO THE LAMAR-WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE H.C.M.R.;

THENCE, NORTH 04 DEGREES 05 MINUTES 32 SECONDS WEST, 15.00 FEET ALONG THE EAST RIGHT OF WAY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY END OF A CORNER CUTBACK AND ALSO BEING THE POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 04 DEGREES 05 MINUTES 32 SECONDS WEST, 94.71 FEET CONTINUING ALONG THE EAST RIGHT OF WAY LINE OF TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST SOUTHERLY END OF A CORNER CUTBACK;

THENCE, NORTH 40 DEGREES 54 MINUTES 28 SECONDS EAST, 21.21 FEET ALONG A CORNER CUTBACK TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY END OF SAID CUTBACK TO THE SOUTH RIGHT OF WAY LINE OF COLQUITT STREET (60.48 FEET WIDE) AS PER THE EASEMENT RECORDED IN FILE NO. F612735, FILM CODE NO.###-##-#### H.C.O.P.R.R.P.;

THENCE, NORTH 85 DEGREES 54 MINUTES 28 SECONDS EAST, ALONG THE SOUTH RIGHT OF WAY LINE OF COLQUITT STREET, A DISTANCE OF 803.33 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY END OF A CORNER CUTBACK;

¹  The legal descriptions provided in this Schedule are subject to revision upon the reasonable approval of Lender.

THENCE, SOUTH 48 DEGREES 14 MINUTES 05 SECONDS EAST, ALONG SAID CUTBACK LINE, A DISTANCE OF 20.89 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST SOUTHERLY END OF A CORNER CUTBACK LYING IN THE WEST RIGHT OF WAY LINE OF EDLOE STREET (RIGHT OF WAY WIDTH VARIES);

THENCE, SOUTH 02 DEGREES 22 MINUTES 37 SECONDS EAST, ALONG THE WEST RIGHT OF WAY LINE OF EDLOE STREET, A DISTANCE OF 45.32 FEET TO THE MOST NORTHERLY END OF A CORNER CUTBACK AT A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR CORNER;

THENCE, SOUTH 36 DEGREES 58 MINUTES 44 SECONDS WEST, ALONG SAID CORNER CUTBACK, A DISTANCE OF 23.20 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) LYING IN THE NORTH LINE OF RICHMOND AVENUE (120 FEET WIDE);

THENCE, WESTERLY ALONG THE NORTHERLY LINE OF RICHMOND AVENUE AND ALONG A CURVE TO THE RIGHT, AN ARC LENGTH OF 730.41 FEET (CENTRAL ANGLE= 11 DEGREES 07 MINUTES 51 SECONDS; RADIUS= 3,759.72 FEET; CHORD BEARING AND DISTANCE = SOUTH 82 DEGREES 00 MINUTES 51 SECONDS WEST, 729.26 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE POINT OF TANGENCY;

THENCE, CONTINUING ALONG THE NORTH RIGHT OF WAY LINE OF RICHMOND AVENUE, SOUTH 87 DEGREES 34 MINUTES 48 SECONDS WEST, A DISTANCE OF 73.74 THE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST SOUTHERLY END OF A CORNER CUTBACK;

THENCE, NORTH 48 DEGREES 15 MINUTES 22 SECONDS WEST, ALONG SAID CUTBACK LINE, A DISTANCE OF 21.52 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AND ALSO BEING THE POINT OF BEGINNING CONTAINING 2.185 ACRES (95,174 SQUARE FEET) MORE OR LESS, FOR THE HEREIN DESCRIBED TRACT OF LAND ALSO REFERRED TO AS UNRESTRICTED RESERVE “B” IN BLOCK 2 OF GREENWAY PLAZA SECTION FIVE AS RECORDED IN HARRIS COUNTY FILM CODE NO. 421116 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS;

TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 3, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-414, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032016, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684,A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP- 2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND

PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS RICHMOND AVENUE AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 79-415, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G032015, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(c) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-84, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063068, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS

COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(d) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHTS FOR PEDESTRIAN BRIDGE OVER AND ACROSS COLQUITT STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-85, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J063069, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(e) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHT, PRIVILEGE, AND FRANCHISE TO LAY, MAINTAIN, OPERATE AND REMOVE A CHILLED WATER LINE UNDERNEATH RICHMOND AVENUE WEST OF EDLOE STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS, AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 81-419, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. J071617, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP

WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

TRACT 4 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 3 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENTS DATED JUNE 1, 1978, FILED JUNE 30, 1978 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) F663389 (EAST TOWER) AND F663390 (WEST TOWER), AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824640 (WEST TOWER).

(2) RECIPROCAL EASEMENT AGREEMENT BY AND BETWEEN KENNETH SCHNITZER AND LAMAR PLAZA, DATED SEPTEMBER 13, 1976, FILED FOR RECORD ON SEPTEMBER 17, 1976, UNDER HARRIS COUNTY CLERK’S FILE NO. E893654, AS AFFECTED BY INSTRUMENT DATED FEBRUARY 10, 1977, FILED FEBRUARY 24, 1977, UNDER HARRIS COUNTY CLERK’S FILE NO. F054227, AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “RECIPROCAL EASEMENT AGREEMENT” DATED APRIL 1, 1980, FILED FOR RECORD ON JANUARY 12, 1981, UNDER HARRIS COUNTY CLERK’S FILE NO. G824638

(3) NORTH GARAGE USE AND EASEMENT AGREEMENT DATED JUNE 1, 1978, FILED JUNE 30, 1978, UNDER HARRIS COUNTY CLERK’S FILE NO. F663391, AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “NORTH GARAGE USE AND EASEMENT AGREEMENT” FILED JANUARY 13, 1981, UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) G827403.

(4) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC)

(“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-             .

GWP ONE, LLC

TRACT 7, PARCEL 1 (FEE SIMPLE):

PARCEL 1:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

BEGINNING AT FOUND BRASS CAP AT THE NORTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A” AT THE INTERSECTION OF THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE;

THENCE ON THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 381.79 FEET, A RADIUS OF 3879.72 FEET, A CHORD BEARING OF NORTH 72°10’23” EAST, AND A CHORD LENGTH OF 381.64 FEET TO A FOUND BRASS CAP;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” NORTH 69°21’14” EAST A DISTANCE OF 12.92 FEET TO A SET CUT X;

THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 12°15’39” EAST A DISTANCE OF 144.48 FEET TO A SET CUT X;

THENCE SOUTH 77°29’19” WEST A DISTANCE OF 79.56 FEET TO A SET CUT X;

THENCE SOUTH 12°30’41” EAST A DISTANCE OF 357.94 FEET TO A SET CUT X;

THENCE SOUTH 77°43’14” WEST A DISTANCE OF 395.59 FEET TO A SET 1/2” IRON PIN WITH CAP 5593 IN THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE WEST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A”;

THENCE NORTH 02°21’45” WEST, PASSING A FOUND 2” BRASS CAP AT THE DISTANCE OF 254.78 FEET, AND CONTINUING FOR A TOTAL DISTANCE OF 471.00

FEET ON THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE WEST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” TO A BRASS CAP AT THE POINT OF BEGINNING.

CONTAINING 179,030 SQ. FT. OR 4.1100 ACRES, MORE OR LESS.

GWP TWO, LLC

TRACT 7, PARCEL 2 (FEE SIMPLE):

PARCEL 2:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCING AT FOUND BRASS CAP AT THE NORTHWEST CORNER OF SAID UNRESTRICTED RESERVE “A” AT THE INTERSECTION OF THE EAST RIGHT OF WAY LINE OF EDLOE STREET AND THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE;

THENCE ON THE SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 381.79 FEET, A RADIUS OF 3879.72 FEET, A CHORD BEARING OF NORTH 72°10’23” EAST, AND A CHORD LENGTH OF 381.64 FEET TO A FOUND BRASS CAP;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” NORTH 69°21’14” EAST A DISTANCE OF 12.92 FEET TO A SET CUT X AT THE POINT OF BEGINNING;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” NORTH 69°21’14” EAST A DISTANCE OF 66.83 FEET TO A SET 1/2” IRON PIN WITH CAP 5593;

THENCE CONTINUING ON SAID SOUTH RIGHT OF WAY LINE OF RICHMOND AVENUE AND THE NORTH BOUNDARY LINE OF UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE RIGHT, WITH AN ARC LENGTH OF 314.18 FEET, A RADIUS OF 4237.17 FEET, A CHORD BEARING OF NORTH 71°28’49” EAST, AND A CHORD LENGTH OF 314.11 FEET TO A FOUND CUT X AT THE NORTHERNMOST CORNER OF SAID UNRESTRICTED RESERVE “A”;

THENCE LEAVING SAID RIGHT OF WAY LINE SOUTH 12°16’46” EAST A DISTANCE OF 362.50 FEET ON AN EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A” TO A SET CUT X;

THENCE SOUTH 77°42’23” WEST A DISTANCE OF 378.47 FEET TO A SET CUT X; THENCE

NORTH 12°15’39” WEST, PASSING A SET CUT X AT THE DISTANCE OF 174.25 FEET, AND CONTINUING FOR A TOTAL DISTANCE OF 318.73 FEET TO A SET CUT X AT THE POINT OF BEGINNING.

CONTAINING 129,891 SQ. FT. OR 2.9819 ACRES, MORE OR LESS.

GWP 3800 BUFFALO SPEEDWAY, LLC TRACT

7, PARCEL 4 (FEE SIMPLE): PARCEL 4:

A TRACT OF LAND BEING A PORTION OF UNRESTRICTED RESERVE “A”, GREENWAY PLAZA, A SUBDIVISION OF 33.365 ACRES IN THE A.C. REYNOLDS LEAGUE, A-61, CITY OF HOUSTON, HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF RECORDED UNDER FILM CODE NO. 421110 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS;

COMMENCING AT A FOUND 2” BRASS CAP AT THE SOUTHEAST CORNER OF THE ABOVE DESCRIBED UNRESTRICTED RESERVE “A” ALSO BEING A POINT IN THE NORTH RIGHT OF WAY LINE OF SOUTHWEST FREEWAY;

THENCE NORTH 12°16’46” WEST A DISTANCE OF 370.00 FEET ON THE EAST BOUNDARY LINE OF SAID UNRESTRICTED RESERVE “A” TO A FOUND 2” BRASS CAP AT THE POINT OF BEGINNING;

THENCE SOUTH 77°43’14” WEST A DISTANCE OF 88.46 FEET TO A SET CUT X; THENCE

NORTH 12°14’37” WEST A DISTANCE OF 278.94 FEET TO A SET CUT X; THENCE NORTH

77°43’14” EAST A DISTANCE OF 322.50 FEET TO A SET CUT X ON THE WEST RIGHT OF WAY LINE OF BUFFALO SPEEDWAY AND THE EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A”;

THENCE ON THE WEST RIGHT OF WAY LINE OF BUFFALO SPEEDWAY AND THE EAST BOUNDARY LINE OF UNRESTRICTED RESERVE “A” WITH A CURVE TURNING TO THE LEFT, WITH AN ARC LENGTH OF 279.81 FEET, A RADIUS OF 5672.65 FEET, A CHORD BEARING OF SOUTH 16°43’14” EAST, AND A CHORD LENGTH OF 279.78 FEET TO A POINT FROM WHICH A FOUND 2” BRASS CAP BEARS 0.7 FEET NORTHEAST;

THENCE LEAVING SAID RIGHT OF WAY LINE, SOUTH 77°43’14” WEST A DISTANCE OF 255.88 FEET TO THE POINT OF BEGINNING.

CONTAINING 92,682 SQ. FT. OR 2.1277 ACRES, MORE OR LESS.

TOGETHER WITH THOSE CERTAIN RIGHTS APPURTENANT TO TRACT 7, AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(a) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR FOR USE AND OCCUPANCY OF A PORTION OF THE CITY’S RIGHT-OF-WAY GRANTED BY INSTRUMENTS DATED DECEMBER 15, 1970, RECORDED AT CLERK’S FILE NO. D255419 IN VOLUME 8290, PAGE 581, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471 AND AT CLERK’S FILE NO. D257832 IN VOLUME 8295, PAGE 233, OF THE HARRIS COUNTY DEED RECORDS, CITY OF HOUSTON GRANTED A PERMIT FOR THE OCCUPANCY OF EIGHTY THOUSAND THREE HUNDRED (80,300) CUBIC FEET OF THE CITY’S RIGHT OF WAY TO GREENWAY PLAZA, A JOINT VENTURE, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(b) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR USE AND OCCUPANCY OF A PORTION OF THE CITY’S RIGHT-OF-WAY GRANTED BY INSTRUMENT FILED JANUARY 19, 1973, UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) D784597, CITY OF HOUSTON GRANTED A PERMIT TO GREENWAY PLAZA, LTD., FOR THE USE AND OCCUPANCY OF A PORTION OF EDLOE STREET, AS AFFECTED BY THAT CERTAIN CITY OF HOUSTON ORDINANCE NO. 2002-684, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-18471, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST PARKING LLC, COUSINS GREENWAY EIGHT TWELVE, LLC, COUSINS GREENWAY WEST FIRST PARENT LLC , COUSINS GREENWAY EAST PARENT LLC , COUSINS GREENWAY OUTPARCEL WEST LLC, PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), AND COUSINS GREENWAY CENTRAL PLANT, LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP NORTH RICHMOND, LLC, GWP EIGHT TWELVE, LLC, GWP WEST, LLC, GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP 3800 BUFFALO SPEEDWAY, LLC, GWP RICHMOND AVENUE, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

(c) LICENSE AND PERMIT FROM THE CITY OF HOUSTON FOR RIGHT TO INSTALL, MAINTAIN, USE, OCCUPY, OPERATE AND REPAIR TWO (2) CHILLED WATER PIPELINES WITHIN EDLOE STREET AS CREATED AND DEFINED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN CITY OF HOUSTON ORDINANCE NO. 2002-1063, A CERTIFIED COPY OF SAME RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. W296154, SUBJECT TO ASSIGNMENT AND ASSUMPTION OF ORDINANCE AND PERMIT FROM COUSINS GREENWAY WEST FIRST PARENT LLC, COUSINS GREENWAY EAST PARENT LLC , PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC), COUSINS GREENWAY CENTRAL PLANT, LLC, AND PKY GREENWAY NINE LLC (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC, ALL GEORGIA LIMITED LIABILITY COMPANIES to GWP WEST , LLC, , GWP ONE, LLC, GWP TWO, LLC, GWP EAST, LLC, GWP CENTRAL PLANT, LLC, AND GWP NINE, LLC, ALL DELAWARE LIMITED LIABILITY COMPANIES, RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NO. RP-2017-            

GWP ONE, LLC, GWP TWO, LLC, and GWP 3800 BUFFALO SPEEDWAY, LLC: TRACT

8 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 7, Parcels 1, 2, & 4 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-            .

(2) NON-EXCLUSIVE ROADWAY, DRIVES AND RAMPS FOR INGRESS AND EGRESS, STAIRWAYS AND VENTS, PEDESTRIAN ACCESS, SIGNAGE, AND COMMON MECHANICAL, ELECTRICAL, AND PLUMBING EASEMENTS CREATED PURSUANT TO ARTICLES 2.2(b)(ii), 2.2(d), 2.2(f), 2.2(h), 2.2(i), AND 2.2(j) AS CONTAINED IN THAT CERTAIN DECLARATION OF EASEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. 20070325102, OFFICIAL PUBLIC RECORDS OF HARRIS COUNTY, TEXAS.

(3) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 7 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN THAT CERTAIN WARRANTY DEED DATED SEPTEMBER 20, 1965, RECORDED DECEMBER 7, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C209777 IN VOLUME 6164, PAGE 422 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS AND AS RESERVED IN WARRANTY DEED DATED JUNE 2, 1965, RECORDED JUNE 3, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C099157 IN VOLUME 5944, PAGE 560, AS AFFECTED BY CONFIRMATION OF EASEMENT RECORDED NOVEMBER 18, 1965 UNDER HARRIS COUNTY CLERK’S FILE NO. C200637 IN VOLUME 6147, PAGE 248, BOTH OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS

(4) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 7 AS RESERVED UNDER TERMS, CONDITIONS AND PROVISION CONTAINED IN THAT CERTAIN WARRANTY DEED DATED FEBRUARY 3, 1967, RECORDED FEBRUARY 7, 1967 UNDER HARRIS COUNTY CLERK’S FILE NO. C447210 IN VOLUME 6652, PAGE 369 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS.

(5) NON-EXCLUSIVE EASEMENT RIGHTS APPURTENANT TO TRACT 7 AS SET FORTH UNDER TERMS, CONDITIONS AND PROVISIONS CONTAINED IN THAT INSTRUMENT DATED APRIL 20, 1966, RECORDED APRIL 22, 1966 UNDER HARRIS COUNTY CLERK’S FILE C289523 IN VOLUME 6327, PAGE 156 OF THE DEED RECORDS OF HARRIS COUNTY, TEXAS, TOGETHER WITH THOSE BENEFICIAL ACCESS EASEMENTS DEPICTED ON PLAT RECORDED IN VOLUME 180, PAGE 1 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, SAID EASEMENTS ALSO REFERENCED AND/OR DEDICATED UNDER HARRIS COUNTY CLERK’S FILE NO(S). D365557

GWP RICHMOND AVENUE, LLC: TRACT 9

(FEE SIMPLE):

ALL RESTRICTED RESERVE “A” BLOCK ONE (1) OF GREENWAY PLAZA RESTAURANT, IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF FILED FOR RECORD UNDER FILM CODE NO. 557062 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, AND BEING THE SAME PARCEL OF LAND CONTAINING 20,590 SQUARE FEET OUT OF THE A.G. REYNOLDS LEAGUE,

ABSTRACT 61, HARRIS COUNTY, TEXAS AND THE LAMAR WESLAYAN ADDITION, A SUBDIVISION OF RECORD PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE HARRIS COUNTY MAP RECORDS, SAID PARCEL BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS WITH ALL BEARINGS REFERENCED TO H.C.C.F #G824631;

COMMENCING AT A POINT FOR THE BEGINNING OF A RIGHT OF WAY CURVE IN THE EAST RIGHT OF WAY LINE OF TIMMONS LANE (100 FEET WIDE) AT THE SOUTHEAST INTERSECTION OF TIMMONS LANE AND RICHMOND AVENUE (120 FEET WIDE);

THENCE, SOUTH 00 DEGREES 28 MINUTES 23 SECONDS EAST, A DISTANCE OF 67.51 FEET ALONG THE EAST RIGHT OF WAY LINE OF SAID TIMMONS LANE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST WESTERLY NORTHWEST CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT;

THENCE, DEPARTING SAID TIMMONS LANE RIGHT OF WAY LINE, NORTH 85 DEGREES 47 MINUTES 45 SECONDS EAST, WITH THE SOUTH LINE OF A PRIVATE PARK AND LANDSCAPE AREA RECORDED IN H.C.C.F.# G824632, A DISTANCE OF 101.95 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR AN INNER CORNER;

THENCE, NORTH 04 DEGREES 04 MINUTES 25 SECONDS WEST, WITH THE EASTERLY LINE OF SAID PRIVATE PARK, A DISTANCE OF 24.56 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE MOST NORTHERLY NORTHWEST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, NORTH 85 DEGREES 55 MINUTES 35 SECONDS EAST, WITH THE SOUTH LINE OF SAID PRIVATE PARK, A DISTANCE OF 24.00 FEET TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) AT THE BACK OF AN EXISTING CONCRETE CURB FOR THE NORTHEAST CORNER OF THE HEREIN DESCRIBED TRACT;

THENCE, SOUTH 04 DEGREES 04 MINUTES 25 SECONDS EAST, WITH A WEST LINE OF SAID PRIVATE DRIVE EASEMENT RECORDED IN H.C.C.F. #G827704; A DISTANCE OF 162.85 FEET ALONG THE BACK OF SAID CONCRETE CURB TO THE BEGINNING OF A TANGENT CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF 89 DEGREES 52 MINUTES 10 SECONDS AND A RADIUS OF 15.00 FEET;

THENCE, CONTINUING WITH SAID PRIVATE DRIVE EASEMENT, A DISTANCE OF 23.53 FEET SOUTHWESTERLY ALONG THE ARC OF SAID CURVE AND THE BACK OF SAID CONCRETE CURB, TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF);

THENCE, TANGENT TO SAID CURVE, CONTINUING WITH SAID PRIVATE DRIVE EASEMENT, SOUTH 85 DEGREES 47 MINUTES 45 SECONDS WEST, 120.63 FEET ALONG THE BACK OF SAID CONCRETE CURB TO A SET 5/8 INCH IRON ROD WITH

CAP (GREENLEAF) ON THE EAST RIGHT OF WAY LINE OF TIMMONS LANE FOR THE SOUTHWEST CORNER OF THE HEREIN DESCRIBED TRACT, AND FROM WHERE A FOUND BRASS DISK BEARS SOUTH 30° 16’ WEST - 0.50 FEET;

THENCE, NORTH 00 DEGREES 28 MINUTES 23 SECONDS WEST, A DISTANCE OF 153.64 FEET ALONG SAID EAST RIGHT OF WAY LINE OF TIMMONS LANE TO THE POINT OF BEGINNING, CONTAINING AN AREA OF 20,590 SQUARE FEET (0.4727 ACRE) OF LAND, MORE OR LESS.

TRACT 10 (NON-EXCLUSIVE EASEMENT):

EASEMENTS APPURTENANT TO TRACT 9 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) PRIVATE DRIVE EASEMENT CREATED IN INSTRUMENT DATED DECEMBER 18, 1980, RECORDED UNDER HARRIS COUNTY CLERK’S FILE NO. G827404.

(2) LANDSCAPING EASEMENT AS CREATED IN THAT CERTAIN EASEMENT AGREEMENT DATED EFFECTIVE OCTOBER 17, 2003 AND RECORDED UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) X340110 AND AMENDED UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) X340109 AND X555644,

GWP NINE, LLC:

TRACT 12 (FEE SIMPLE):

A PORTION OF UNRESTRICTED RESERVE “C” OF GREENWAY PLAZA, SECTION FIVE (5), A SUBDIVISION IN HARRIS COUNTY, TEXAS, ACCORDING TO THE MAP OR PLAT THEREOF FILED UNDER FILM CODE NO. 421116 OF THE MAP RECORDS OF HARRIS COUNTY, TEXAS, AND BEING A TRACT OF LAND CONTAINING 0.9066 ACRE (39,193 SQUARE FEET) SITUATED IN THE A.C. REYNOLDS LEAGUE, A-61, HARRIS COUNTY, TEXAS, AND BEING PART OF BLOCKS 3 AND 4 OF THE LAMAR - WESLAYAN ADDITION PER THE MAP RECORDED IN VOLUME 35, PAGE 48 OF THE MAP RECORDS OF HARRIS COUNTY (H.C.M.R.), AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS WITH ALL BEARINGS AND COORDINATES BEING REFERENCED TO THE TEXAS COORDINATE SYSTEM, SOUTH CENTRAL ZONE, NORTH AMERICAN DATUM 1927. DISTANCES HEREIN ARE SURFACE AND MAY BE CONVERTED TO GRID BY MULTIPLYING BY A COMBINED SCALE FACTOR OF 0.9998872:

COMMENCING AT A FOUND CONCRETE MONUMENT AT THE MOST NORTHERLY NORTHEAST CORNER OF SAID 10.60 ACRE TRACT I IN THE SOUTHERLY LINE OF RICHMOND AVENUE AT THE NORTHERLY END OF A RADIUS CUTBACK CURVE AT THE INTERSECTION OF RICHMOND AVENUE (120 FEET WIDE) AND EDLOE STREET (WIDTH VARIES);

THENCE, SOUTHWESTERLY, 83.41 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND ALONG THE ARC OF A TANGENT CURVE TO THE RIGHT (CENTRAL ANGLE= 01 DEGREES 13 MINUTES 50 SECONDS; RADIUS = 3,883.72 FEET; CHORD BEARING AND DISTANCE= SOUTH 78 DEGREES 14 MINUTES 09 SECONDS WEST, 83.41 FEET) TO A FOUND CONCRETE MONUMENT FOR A NON-TANGENT END OF CURVE;

THENCE, SOUTH 83 DEGREES 48 MINUTES 26 SECONDS WEST, 50.00 FEET CONTINUING ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF), FROM WHERE A BRASS DISK FOUND BEARS SOUTH 89° 43’ EAST - 0.60 FEET, AT THE BEGINNING OF A NONTANGENT CURVE TO THE RIGHT;

THENCE, SOUTHWESTERLY, 0.82 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 00 DEGREES 00 MINUTES 44 SECONDS; RADIUS = 3,879.72 FEET; CHORD BEARING AND DISTANCE =SOUTH 79 DEGREES 35 MINUTES 55 SECONDS WEST, 0.82 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE NORTHEASTERLY CORNER AND POINT OF BEGINNING OF THE HEREIN DESCRIBED TRACT OF LAND;

THENCE, SOUTH 04 DEGREES 05 MINUTES 15 SECONDS EAST, 292.99 FEET DEPARTING THE SOUTHERLY LINE OF RICHMOND AVENUE AND GENERALLY ALONG THE TOP OF A CONCRETE CURB TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) CURB FOR THE MOST EASTERLY SOUTHEAST CORNER OF THIS TRACT AND A TANGENT POINT OF CURVATURE OF A CURVE TO THE RIGHT;

THENCE, SOUTHWESTERLY, 15.72 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT (CENTRAL ANGLE = 90 DEGREES 03 MINUTES 49 SECONDS; RADIUS = 10.00 FEET; CHORD BEARING AND DISTANCE SOUTH 40 DEGREES 56 MINUTES 39 SECONDS WEST, 14.15 FEET) TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) CURB FOR THE MOST SOUTHERLY SOUTHEAST CORNER OF THIS TRACT AND A POINT OF TANGENCY;

THENCE, SOUTH 85 DEGREES 58 MINUTES 33 SECONDS WEST, 123.38 FEET GENERALLY ALONG THE TOP OF A CONCRETE CURVE TO A SET 5/8 INCH IRON ROD WITH CAP (GREENLEAF) FOR THE SOUTHWESTERLY CORNER OF THIS TRACT;

THENCE, NORTH 04 DEGREES 04 MINUTES 20 SECONDS WEST, 290.44 FEET TO A SET 5/8 INCH IRON ROD WITH PLASTIC CAP (GREENLEAF) FOR THE NORTHWESTERLY CORNER OF THIS TRACT IN THE SOUTHERLY LINE OF RICHMOND AVENUE;

THENCE, NORTHEASTERLY, 133.90 FEET ALONG THE SOUTHERLY LINE OF RICHMOND AVENUE AND ALONG THE ARC OF A NON-TANGENT CURVE TO THE

LEFT (CENTRAL ANGLE = 01 DEGREE 58 MINUTES 39 SECONDS; RADIUS = 3,879.72 FEET; CHORD BEARING AND DISTANCE - NORTH 80 DEGREES 35 MINUTES 35 SECONDS EAST, 133.89 FEET) TO THE POINT OF BEGINNING, ENCLOSING WITHIN ITS BOUNDS A COMPUTED AREA OF 0.9066 ACRE (39,493 SQUARE FEET) OF LAND, MORE OR LESS.

TRACT 12-A (NON-EXCLUSIVE EASEMENT)

EASEMENTS APPURTENANT TO TRACT 12 AND BEING MORE PARTICULARLY DESCRIBED BELOW:

(1) EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENTS DATED JUNE 1, 1978, FILED JUNE 30, 1978 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) F663389 (EAST TOWER) AND F663390 (WEST TOWER), AS AMENDED BY PARTIAL RELEASE AND FIRST AMENDMENT OF “EASEMENT DEED AND PEDESTRIAN BRIDGE AGREEMENT” FILED JANUARY 12, 1981, UNDER CLERK’S FILE NO. G824640 (WEST TOWER).

(2) NON-EXCLUSIVE EASEMENT FOR PROVIDING ACCESS, OVER, ACROSS AND THROUGH “EDLOE STREET GARAGE” AND THE “EDLOE STREET GARAGE LAND” FOR PEDESTRIAN AND VEHICULAR ACCESS FOR PARKING ALL AS SET OUT AND DEFINED IN THAT CERTAIN EDLOE STREET GARAGE USE AND EASEMENT AGREEMENT BY AND BETWEEN COUSINS GREENWAY EDLOE PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (OWNER), AND COUSINS GREENWAY WEST PARKING LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST PARKING”), (II) COUSINS GREENWAY EIGHT TWELVE LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EIGHT TWELVE”), (III) COUSINS GREENWAY WEST FIRST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY WEST”), (IV) PKY GREENWAY NINE LLC, A GEORGIA LIMITED LIABILITY COMPANY (FORMERLY KNOWN AS COUSINS GREENWAY NINE LLC) (“GREENWAY NINE”), AND (V) COUSINS GREENWAY EAST PARENT LLC, A GEORGIA LIMITED LIABILITY COMPANY (“GREENWAY EAST” AND WITH GREENWAY WEST PARKING, GREENWAY EIGHT TWELVE, GREENWAY NINE AND GREENWAY WEST, (“USER”), RECORDED             , 2017 UNDER HARRIS COUNTY CLERK’S FILE NUMBER(S) RP-2017-             .

SCHEDULE M

Approved Material Alterations

SCHEDULE N

Central Plant Agreements

Central Plant Agreements

• Chilled and Heated Water Agreement, dated as of January 1, 2006, by and among Crescent Real Estate Funding IV, L.P., Crescent Real Estate Funding III, L.P. and Crescent Real Estate Funding V, L.P.

• Chilled Water Agreement September 1, 2014 by and between Cousins Greenway Central Plant LLC, a Georgia Limited Liability Company, and The Greenway Council of Co-Owners, a Texas Non-Profit Corporation

• Cousins Greenway Central Plant LLC, a Georgia limited liability company, and the Greenway Council of Co-Owners, a Texas Non-Profit corporation are parties to The Greenway Condominium Chilled Water and Easement Agreement dated as of June 26, 1979, recorded under Clerk’s File No. G221515 at Film Code No. ###-##-#### in the Official Public Records of Harris County. Texas, which was amended amended by that certain Amendment to The Greenway Condominium Chilled Water and Easement Agreement dated as of the 12th day of October, 1979, by that certain Second Amendment to The Greenway Condominium Chilled Water and Easement Agreement dated as of July 1, 1981, and that certain Third Amendment to The Greenway Condominium Chilled Water and Easement Agreement, dated as of September 1, 2014, recorded under Harris County Clerk’s File no. 20140431551.

• City of Houston Ordinance NO. 2002-1063, a certified copy of which was recorded under Harris County Clerk’s File No. W296154.

EX-10.3

Exhibit 10.3

EXECUTION VERSION

GUARANTY

THIS GUARANTY (this “Guaranty”) is executed as of April 17, 2017 by PARKWAY OPERATING PARTNERSHIP LP, a Delaware limited partnership (together with any permitted successors and assigns, “Guarantor”), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY (together with its successors and assigns, “Lender”), a New York limited partnership.

W I T N E S S E T H

WHEREAS, Lender has agreed to make a loan (the “Loan”) to the entities set forth on Schedule I, each a Delaware limited liability company (“Borrower”), in the original principal amount of $465,000,000 (the “Loan Amount”), pursuant to that certain Loan Agreement, dated as of the date hereof, by and between Borrower and Lender (the “Loan Agreement”; capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed to such terms in the Loan Agreement);

WHEREAS, to evidence the Loan, Borrower has executed and delivered to Lender a promissory note, dated as of the date hereof, in the original principal amount of the Loan Amount (as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time, the “Note”), and Borrower has or will become indebted, and may from time to time become further indebted, to Lender with respect to the Loan;

WHEREAS, Lender requires as a condition to making the Loan that Guarantor agrees to unconditionally guaranty for the benefit of Lender and its successors and assigns, the full and timely payment and performance of the Guaranteed Obligations (as hereinafter defined);

WHEREAS, Guarantor directly and/or indirectly owns an interest in Borrower and will derive substantial economic benefit from the making of the Loan by Lender to Borrower; and

WHEREAS, Guarantor has agreed to execute and deliver this Guaranty in order to induce Lender to make the Loan.

NOW, THEREFORE, to induce Lender to make the Loan to Borrower and in consideration for the substantial benefit Guarantor will derive from the making of the Loan and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

NATURE AND SCOPE OF GUARANTY

1.1 Guaranty of Obligations. Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and timely payment and performance of all of the Guaranteed Obligations if and as and when the same shall be due and payable. Guarantor hereby absolutely, irrevocably and unconditionally covenants and agrees that it is liable for the Guaranteed Obligations as primary obligor.

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1.2 Definitions of Guaranteed Obligations. As used herein, the term “Guaranteed Obligations” means all obligations and liabilities of Borrower pursuant to Section 8.19(b) of the Loan Agreement.

1.3 Nature of Guaranty. This Guaranty is an irrevocable, absolute and continuing guaranty of payment and not a guaranty of collection. No exculpatory language contained in any of the other Loan Documents shall in any event or under any circumstances modify, qualify or affect the personal recourse obligations and liabilities of Guarantor hereunder. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to the Guaranteed Obligations arising or created after any attempted revocation by Guarantor and, if Guarantor is a natural person, after Guarantor’s death, in which event this Guaranty shall be binding upon Guarantor’s estate and Guarantor’s legal representatives and heirs. It is the intent of Guarantor and Lender that the obligations and liabilities of Guarantor hereunder are absolute and unconditional under any and all circumstances and that so long as any portion of the Indebtedness shall be outstanding, such obligations and liabilities shall not be discharged or released in whole or in part, by any act or occurrence (including the fact that at any time or from time to time the Indebtedness or the Guaranteed Obligations may be increased or reduced) that might, but for the provisions of this Guaranty, be deemed a legal or equitable discharge or release of Guarantor, other than pursuant to a termination of this Guaranty pursuant to Section 6.18. This Guaranty may be enforced by Lender and any subsequent holder of the Note or any part thereof and shall not be discharged by the assignment or negotiation of all or any part of the Note.

1.4 Joint and Several Liability. Notwithstanding anything to the contrary, if Guarantor is comprised of more than one Person, the obligations and liabilities of each such Person under this Guaranty shall be joint and several.

1.5 Guaranteed Obligations Not Reduced by Set-Off. The Guaranteed Obligations and the liabilities and obligations of Guarantor to Lender hereunder shall not be reduced, discharged or released because or by reason of any existing or future set-off, offset, claim or defense of any kind or nature that Borrower, Guarantor or any other Person has or may hereafter have against Lender or against payment of the Indebtedness or the Guaranteed Obligations, whether such set-off, offset, claim or defense arises in connection with the Guaranteed Obligations or otherwise.

1.6 No Duty to Pursue Others; No Duty to Mitigate. It shall not be necessary for Lender (and Guarantor hereby waives any rights that Guarantor may have to require Lender) to take any action, obtain any judgment or file any claim prior to enforcing this Guaranty, including to (i) institute suit or otherwise enforce Lender’s rights, or exhaust its remedies, against Borrower or any other Person liable on all or any part of the Indebtedness or the Guaranteed Obligations, or against any other Person, (ii) enforce Lender’s rights, or exhaust any remedies available to Lender, against any collateral that shall ever have been given to secure all or any part of the Indebtedness or the Guaranteed Obligations, (iii) join Borrower or any other Person liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty or (iv) resort to any

2

other means of obtaining payment of all or any part of the Indebtedness or the Guaranteed Obligations. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce the Guaranteed Obligations.

1.7 Payment by Guarantor. If all or any part of the Guaranteed Obligations shall not be punctually paid or performed when due, whether at demand, maturity, acceleration or otherwise, Guarantor shall, immediately upon demand by Lender and without presentment, protest, notice of protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity or any other notice whatsoever, pay in lawful money of the United States of America, the amount due thereon to Lender. Amounts not paid when due hereunder shall accrue interest at the Default Rate from and after the date demanded, unless such amounts already include interest at the Default Rate pursuant to the terms of the other Loan Documents. Such demands may be made at any time coincident with or after the time for payment of all or any part of the Guaranteed Obligations and may be made from time to time with respect to the same or different Guaranteed Obligations.

1.8 Application of Payments. If, at any time, there is any Indebtedness or obligations of Borrower to Lender that is not guaranteed by Guarantor, Lender, without in any manner impairing its rights hereunder, may, at its option, apply all amounts realized by Lender from any collateral or security held by Lender first to the payment of such unguaranteed Indebtedness or obligations, with the remaining amounts, if any, to then be applied to the payment of the Indebtedness or obligations guaranteed by Guarantor.

1.9 Waivers.

(a) Guarantor hereby assents to all of the terms and agreements heretofore or hereafter made by Borrower with Lender (including the provisions of the Loan Documents) and hereby waives diligence, presentment, protest, demand on Borrower for payment or otherwise, filing of claims, requirement of a prior proceeding against Borrower and all notices (other than notices expressly provided for hereunder or required to be delivered under applicable law), including notice of:

(i) the acceptance of this Guaranty;

(ii) the present existence or future incurring of all or any part of the Indebtedness, or any future change to the time, manner or place of payment of, or in any other term of all or any part of the Indebtedness or the Guaranteed Obligations;

(iii) any amendment, modification, replacement or extension of any of the Loan Documents;

(iv) the execution and delivery by Borrower and Lender of any other loan or credit agreement or of Borrower’s execution and delivery of any promissory note or other documents arising under the Loan Documents or in connection with the Property;

(v) Lender’s transfer, participation, componentization or other disposition of all or any part of the Loan or this Guaranty, or an interest therein;

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(vi) the sale or foreclosure (or posting or advertising for sale or foreclosure), or assignment-in-lieu of foreclosure, of any collateral for the Guaranteed Obligations;

(vii) any protest, proof of non-payment or default by Borrower, or the occurrence of a breach or an Event of Default, or the intent to accelerate or of acceleration in relation to any instrument relating to the Indebtedness or the Guaranteed Obligations;

(viii) the obtaining or release of any guaranty or surety agreement, pledge, assignment or other security for the Indebtedness or the Guaranteed Obligations, or any part thereof; or

(ix) any other action at any time taken or omitted to be taken by Lender generally and any and all demands and notices of every kind in connection with this Guaranty, the other Loan Documents and any other documents or agreements evidencing, securing or relating to the Indebtedness or the Guaranteed Obligations, or any part thereof.

(b) Guarantor hereby waives any and all rights it may now or hereafter have to, and covenants and agrees that it shall not at any time, insist upon, plead or in any manner whatsoever claim or take the benefit or advantage of, any and all appraisal, valuation, stay, extension, marshaling-of-assets or redemption laws, or right of homestead or exemption, whether now or at any time hereafter in force, that may delay, prevent or otherwise affect the performance by Guarantor of its obligations under, or the enforcement by Lender of, this Guaranty. Guarantor hereby further waives any and all rights it may now or hereafter have to, and covenants and agrees that it shall not, set up or claim any defense, counterclaim, cross-claim, set-off, offset, right of recoupment or other objection of any kind to any action, suit or proceeding in law, equity or otherwise, or to any demand or claim that may be instituted or made by Lender hereunder, except for the defense of the actual timely performance of the Guaranteed Obligations hereunder.

(c) Guarantor specifically acknowledges and agrees that the waivers made by it in this Section and in the other provisions of this Guaranty are of the essence of the Loan transaction and that, but for this Guaranty and such waivers, Lender would not make the Loan to Borrower.

1.10 Waiver of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained herein, until the repayment in full of the Indebtedness (including any Indebtedness evidenced by a loan created pursuant to the Cooperation Agreement), Guarantor hereby unconditionally and irrevocably waives, releases and abrogates any and all rights it may now or hereafter have under any agreement, at law or in equity (including any law subrogating the Guarantor to the rights of Lender), to assert any claim against or seek contribution, indemnification or any other form of reimbursement from Borrower or any other Person liable for payment of any or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty or otherwise.

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1.11 Reinstatement; Effect of Bankruptcy. Guarantor agrees that if at any time all or any part of any payment at any time received by Lender from, or on behalf of, Borrower or Guarantor under or with respect to this Guaranty is held to constitute a Preferential Payment (as defined in Section 4.4), or if Lender is required to rescind, restore or return all or part of any such payment or pay the amount thereof to another Person for any reason (including the insolvency, bankruptcy reorganization, receivership or other debtor relief law or any judgment, order or decision thereunder), then the Guaranteed Obligations hereunder shall, to the extent of the payment rescinded, restored or returned, be deemed to have continued in existence notwithstanding such previous receipt by Lender, and the Guaranteed Obligations hereunder shall continue to be effective or reinstated, as the case may be, as to such payment as though such previous payment to Lender had never been made.

1.12 Termination Upon Foreclosure Under New Mezzanine Loan. Notwithstanding any other provision of this Guaranty to the contrary, after a foreclosure of any New Mezzanine Loan (as defined in the Cooperation Agreement), or a conveyance in lieu thereof, whereby mezzanine lender thereunder acquires title, directly or indirectly, to the equity in Borrower, or the of the party or parties that control Borrower cease to be in control of Borrower as a result of the exercise by the mezzanine lender of any remedies under such New Mezzanine Loan, this Guaranty shall terminate (and Guarantor shall have no further liability hereunder for any matters arising following such exercise of mezzanine lender’s remedies) or conveyance in lieu thereof; provided, however, that Guarantor’s obligations hereunder shall be automatically reinstated with respect to any period following the time that any such foreclosure, conveyance or other remedy is set aside, rescinded or invalidated.

ARTICLE II

EVENTS AND CIRCUMSTANCES NOT

REDUCING OR DISCHARGING GUARANTOR’S OBLIGATIONS

2.1 Events and Circumstances Not Reducing or Discharging Guarantor’s Obligations. Guarantor hereby consents and agrees to each of the following and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely affected in any way by any of the following, although without notice to or the further consent of Guarantor, and waives any common law, equitable, statutory or other rights (including rights to notice) or defenses that Guarantor might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any change in the time, manner or place of payment of all or any part of the Indebtedness or the Guaranteed Obligations, or in any other term thereof, or any renewal, extension, increase, alteration, rearrangement, amendment or other modification to any provision of any of the Loan Documents or any other document, instrument, contract or understanding between Borrower and Lender or any other Person pertaining to the Indebtedness or the Guaranteed Obligations.

(b) Adjustment. Any adjustment, indulgence, forbearance, waiver, consent or compromise that Lender might extend, grant or give to Borrower, Guarantor or any other Person with respect to any provision of this Guaranty or any of the other Loan Documents.

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(c) Condition of Borrower or Guarantor. Borrower’s or Guarantor’s voluntary or involuntary liquidation, dissolution, sale of all or substantially all of their respective assets and liabilities, appointment of a trustee, receiver, liquidator, sequestrator or conservator for all or any part of Borrower’s or Guarantor’s assets, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, consolidation, merger arrangement, composition, readjustment or the commencement of any other similar proceedings affecting Borrower or Guarantor or any of the assets of either of them, including (A) the release or discharge of Borrower from the payment and performance of its obligations under any of the Loan Documents by operation of law or (B) the impairment, limitation or modification of the liability of Borrower, its partners or Guarantor, or of any remedy for the enforcement of Lender’s rights, under this Guaranty or any of the other Loan Documents, resulting from the operation of any present or future provisions of the Bankruptcy Code or other present or future federal, state or applicable statute of law or from the decision in any court.

(d) Invalidity of Guaranteed Obligations. The invalidity, illegality, irregularity or unenforceability of all or any part of this Guaranty or of any of the Loan Documents, or of any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations for any reason whatsoever, including the fact that (i) the Indebtedness or the Guaranteed Obligations, or any part thereof, exceeds the amount permitted by law, (ii) the act of creating the Indebtedness or the Guaranteed Obligations, or any part thereof, is ultra vires, (iii) the officers or representatives executing the Loan Documents or any other document or agreement executed in connection with the creating of the Indebtedness or the Guaranteed Obligations, or any part thereof, acted in excess of their authority, (iv) the Indebtedness or the Guaranteed Obligations, or any part thereof, violates applicable usury laws, (v) Borrower or Guarantor has valid defenses, claims or offsets (whether at law, in equity or by agreement) that render the Indebtedness or the Guaranteed Obligations wholly or partially uncollectible, (vi) the creation, performance or repayment of the Indebtedness or the Guaranteed Obligations, or any part thereof (or the execution, delivery and performance of any document or instrument representing the Indebtedness or the Guaranteed Obligations, or any part thereof, or executed in connection with the Indebtedness or the Guaranteed Obligations, or given to secure the repayment of the Indebtedness or the Guaranteed Obligations, or any part thereof), is illegal, uncollectible, legally impossible or unenforceable or (vii) any of the Loan Documents or any other document or agreement executed in connection with the Indebtedness or the Guaranteed Obligations, or any part thereof, has been forged or otherwise are irregular or not genuine or authentic.

(e) Release of Obligors. Any compromise or full or partial release of the liability of Borrower or any other Person now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the obligations under this Guaranty or any of the other Loan Documents.

(f) Release of Collateral; Other Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment by Lender (including negligent, willful, unreasonable or unjustifiable impairment) of, or failure to perfect or obtain protection of, any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any part of the Indebtedness or the Guaranteed Obligations; or the taking or accepting of any other security, collateral or guaranty or other assurance of payment for all or any part of the Indebtedness or the Guaranteed Obligations.

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(g) Offset. Any existing or future right of set-off, offset, claim, counterclaim or defense of any kind or nature against Lender or any other Person, which may be available to or asserted by Guarantor or Borrower.

(h) Change in Law. Any change in the laws, rules or regulations of any jurisdiction or any present or future action of any Governmental Authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the obligations of Borrower under any of the Loan Documents or Guarantor under this Guaranty.

(i) Event of Default. The occurrence of any Event of Default or any potential Event of Default under any of the Loan Documents, whether or not Lender has exercised any of its rights and remedies under the Loan Documents upon the happening of any such Event of Default or potential Event of Default.

(j) Actions Omitted. The absence of any action to enforce any of Lender’s rights under the Loan Documents or available to Lender at law, equity or otherwise, to recover any judgment against Borrower or to enforce a judgment against Borrower under any of the Loan Documents.

(k) Other Dealings. The occurrence of any other dealing, transaction, matter or thing between Guarantor and Lender.

(l) Application of Sums. The application of any sums by whomsoever paid or however realized to any amounts owing by Guarantor or Borrower to Lender in such manner as Lender shall determine in its sole discretion, subject to, and otherwise in accordance with, the terms of the Loan Agreement and the other Loan Documents.

(m) Ownership Interest. Any change in or termination of the ownership interest of Guarantor (whether direct or indirect).

(n) Other Circumstances. Any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor generally, it being the unambiguous and unequivocal intention of Guarantor and Lender that the liability of Guarantor hereunder shall be direct and immediate and that Guarantor shall be obligated to pay the Guaranteed Obligations when due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Obligations.

2.2 Indebtedness or Other Obligations of Guarantor. If Guarantor is or becomes liable for any Indebtedness owed by Borrower to Lender by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected by this Guaranty and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy

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hereunder or under any other instrument or at law or in equity shall not preclude the concurrent or subsequent exercise of any right or remedy under any other instrument or at law or in equity, including the making of multiple demands hereunder. Further, without in any way diminishing or limiting the generality of the foregoing, it is specifically understood and agreed that this Guaranty is given by Guarantor as an additional guaranty to any and all guarantees as may heretofore have been or may hereafter be executed and delivered by Guarantor in favor of Lender, whether relating to the obligations of Borrower under the Loan Documents or otherwise, and nothing herein shall ever be deemed to replace or be in-lieu of any other such previous or subsequent guarantees.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. To induce Lender to enter into the Loan Documents and extend credit to Borrower, Guarantor hereby represents and warrants to Lender that, as of the date hereof:

(a) Due Formation, Authorization and Enforceability. Guarantor is duly organized and validly existing under the laws of the jurisdiction of its incorporation or formation, as the case may be, and has full power and legal right to execute and deliver this Guaranty and to perform under this Guaranty and the transactions contemplated hereunder. Guarantor has taken all necessary action to authorize the execution, delivery and performance of this Guaranty and the transactions contemplated hereunder. This Guaranty has been duly authorized, executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms.

(b) Benefit to Guarantor. Guarantor hereby acknowledges that Lender would not make the Loan but for the personal liability undertaken by Guarantor under this Guaranty. Guarantor is an affiliate of Borrower and directly or indirectly benefits from the making of the Loan to Borrower.

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

(d) No Representation by Lender. Neither Lender nor any other Person has made any representation, warranty or statement to Guarantor or to any other Person in order to induce the Guarantor to execute this Guaranty.

(e) Solvency. Guarantor has not entered into this Guaranty with the actual intent to hinder, delay or defraud any creditor. Guarantor received reasonably equivalent value in exchange for the Guaranteed Obligations. Guarantor is not presently insolvent, and the execution and delivery of this Guaranty will not render Guarantor insolvent.

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(f) No Conflicts. The execution and delivery of this Guaranty by Guarantor, and the performance of transactions contemplated hereunder do not and will not (i) conflict with or violate any Legal Requirements or any governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities (including Environmental Laws) affecting Guarantor or any of its assets or property, (ii) conflict with, result in a breach of, or constitute a default (including any circumstance or event that would be a default but for the lack of due notice or lapse of time or both) under any of the terms, conditions or provisions of any of Guarantor’s organizational documents (if applicable) or any agreement or instrument to which Guarantor is a party, or by which Guarantor or its assets or property are bound, or (iii) result in the creation or imposition of any Lien on any of Guarantor’s assets or property.

(g) Litigation. There is no action, suit, proceeding, arbitration or investigation pending or, to Guarantor’s knowledge after due and diligent inquiry, threatened against Guarantor in any court or by or before any other Governmental Authority, in each case, which might have consequences that would materially and adversely affect the performance of Guarantor’s obligations and duties under this Guaranty. There are no outstanding or unpaid judgments against Guarantor.

(h) Consents. No consent, approval, authorization, order or filings of or with any court or Governmental Authority is required for the execution, delivery and performance by Guarantor of, or compliance by Guarantor with, this Guaranty or the consummation of the transactions contemplated hereunder, other than those that have been obtained by Guarantor.

(i) Compliance. Guarantor is not in default or violation of any regulation, order, writ, injunction, decree or demand of any Governmental Authority, the violation or default of which might have consequences that would materially and adversely affect the condition (financial or otherwise) or business of Guarantor or might have consequences that would materially and adversely affect its performance hereunder.

(j) Financial Information. All financial data that have been delivered to Lender with regard to Guarantor (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of Guarantor as of the date of such reports and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as may be explicitly disclosed therein.

(k) No Defenses. This Guaranty and the obligations of Guarantor hereunder are not subject to, and Guarantor has not asserted, any right of rescission, offset, counterclaim, cross-claim, recoupment or affirmative or other defense of any kind and neither the operation of any of the terms of this Guaranty nor the exercise of any right hereunder will render the Guaranty unenforceable in whole or in part.

(l) Tax Filings. Guarantor has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid, or has made adequate provision for the payment of, all federal, state and local taxes, charges and assessments payable by Guarantor. Guarantor reasonably believes that its tax returns properly reflect the incomes and taxes of Guarantor for the periods covered thereby.

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(m) No Bankruptcy Filing. Guarantor is not and has never been a debtor in any voluntary or involuntary state or federal bankruptcy, insolvency or similar proceeding. Guarantor is contemplating neither the filing of a petition under any state or federal bankruptcy or insolvency laws nor the liquidation of its assets or property and Guarantor does not have any knowledge (after due and diligent inquiry) of any Person contemplating the filing of any such petition against it. To the knowledge of Guarantor, during the ten year period preceding the Closing Date, no such petition has been filed by or against any person who owns or controls, directly or indirectly, ten percent or more of the beneficial ownership interests of Guarantor.

(n) No Change in Facts or Circumstances; Full and Accurate Disclosure. There has been no material adverse change in any condition, fact, circumstance or event, and there is no fact or circumstance presently known to Guarantor that has not been disclosed to Lender, in each case that would make the financial statements or other documents submitted in connection with the Loan or this Guaranty inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects, or might have consequences that would materially and adversely affect, Guarantor or its business, operations or conditions (financial or otherwise).

(o) Embargoed Person. Other than equityholders that hold interest in the form of stock in Parkway Inc. traded on a public exchange (as to which Guarantor makes no representation), to Guarantor’s knowledge (i) none of the funds or other assets of Guarantor constitute property of, or are beneficially owned, directly or indirectly, by any Embargoed Person; (ii) no Embargoed Person has any interest of any nature whatsoever in Guarantor (whether directly or indirectly) and (iii) none of the funds of Guarantor have been derived from any unlawful activity. Notwithstanding anything to the contrary contained herein, the representations and warranties contained in this subsection shall survive repayment of the Loan.

(p) Compliance with Anti-Terrorism, Embargo, Sanctions and Anti-Money Laundering Laws. Guarantor, and to the best of Guarantor’s knowledge after due and diligent inquiry, each Person owning an interest in Guarantor (other than equityholders that hold interest in the form of stock in Parkway Inc. traded on a public exchange): (a) is not currently identified on the OFAC List and (b) is not a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of any Legal Requirement. Guarantor has implemented procedures, and will consistently apply such procedures throughout the term of the Loan and the existence of this Guaranty, reasonably designed to ensure the foregoing representations and warranties remain true and correct during the term of the Loan and the existence of this Guaranty.

All representations and warranties made by Guarantor herein are deemed made as of the date hereof and shall survive the execution hereof.

ARTICLE IV

SUBORDINATION OF CERTAIN DEBT

4.1 Subordination of Guarantor’s Conditional Rights. As used herein, the term “Guarantor’s Conditional Rights” shall mean any and all debts and liabilities of Borrower

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owed to Guarantor, whether such debts and liabilities now exist or are hereafter incurred or arise, or whether the obligations of Borrower thereon be direct, contingent, primary, secondary, several, joint and several or otherwise, and irrespective of whether such debts or liabilities be evidenced by note, contract, open account or otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may, at their inception, have been or may hereafter be created or the manner in which they have been or may hereafter be acquired by Guarantor.

4.2 Liens Subordinate; Standstill. Notwithstanding any other provision of this Guaranty to the contrary, until the repayment in full of the Indebtedness (including any Indebtedness evidenced by a loan created pursuant to the Cooperation Agreement), Guarantor hereby agrees that (i) all Guarantor’s Conditional Rights and any and all liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Guarantor’s Conditional Rights shall be and remain, at all times, inferior and subordinate in all respects to the payment and performance in full of the Indebtedness and any and all liens, security interests, judgment liens, charges or other encumbrances upon Borrower’s assets securing payment of the Indebtedness, regardless of whether such encumbrances in favor of Guarantor or Lender presently exist or are hereafter created or attach, (ii) Guarantor shall not be entitled to, and shall not, receive or collect, directly or indirectly, from Borrower or any other Person any amount pursuant to or in satisfaction of any of the Guarantor’s Conditional Rights other than distributions by Borrower not prohibited by the Loan Agreement and (iii) Guarantor shall not, without the prior written consent of Lender, (x) exercise or enforce any creditor’s right it may have against Borrower in respect of any of the Guarantor’s Conditional Rights or (y) foreclose, repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or otherwise, including the commencement of, or joinder in, any liquidation, bankruptcy, rearrangement, debtor’s relief or insolvency proceeding) to enforce any liens, mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on assets of Borrower held by Guarantor.

4.3 Claims in Bankruptcy. In the event of receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving Guarantor as debtor, Lender shall have the right and authority, either in its own name or as an attorney-in-fact for Guarantor, to prove its claim in any such proceeding and to take such other steps as may be necessary so as to establish its rights hereunder and receive directly from the receiver, trustee or other court custodian, dividends and payments that would otherwise be payable pursuant to or in satisfaction of any of the Guarantor’s Conditional Rights. Guarantor hereby assigns any and all such dividends and payments to Lender.

4.4 Payments Held in Trust. In the event that, notwithstanding anything to the contrary in this Guaranty, Guarantor should receive any funds, payment, claim or distribution that is prohibited by this Guaranty on account of any of the Guarantor’s Conditional Rights and either (i) such amount is paid to Guarantor at any time when any part of the Indebtedness or the Guaranteed Obligations shall not have been paid or performed in full or, (ii) regardless of when such amount is paid to Guarantor, any payment made by, or on behalf of, Borrower to Lender is subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid by Lender or paid over to a trustee, receiver or any other Person, whether under any bankruptcy act or otherwise (such payment, a “Preferential Payment”), then such amount paid to Guarantor shall be held in trust for the benefit of Lender and shall forthwith be paid to Lender to

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be credited and applied upon the Indebtedness or the Guaranteed Obligations, whether matured or unmatured, in such order as Lender, in its sole and absolute discretion, shall determine. To the extent that any of the provisions of this Article 4 shall not be enforceable, Guarantor agrees that until such time as the Indebtedness and the Guaranteed Obligations have been paid and performed in full and the period of time has expired during which any payment made by Borrower to Lender may be determined to be a Preferential Payment, all of the Guarantor’s Conditional Rights, to the extent not validly waived, shall be subordinate to Lender’s right to full payment and performance of the Indebtedness and the Guaranteed Obligations and Guarantor shall not enforce any of the Guarantor’s Conditional Rights during such period.

ARTICLE V

NET WORTH; REPORTING

5.1 Net Worth. At all times while any portion of the Principal Indebtedness remains outstanding, Guarantor shall maintain an aggregate Net Worth of no less than $500,000,000, and failure to do so at any time shall constitute an immediate Event of Default. For purposes of this Section, “Net Worth” means total assets (including the value of Guarantor’s direct or indirect interest in Borrower, and excluding goodwill, patents, trademarks, trade names, organization expense, treasury stock, unamortized debt discount and expense, deferred research and development costs, deferred marketing expenses, and other like intangibles) less total liabilities (including accrued and deferred income taxes and any reserves against assets), determined in accordance with generally accepted accounting principles, consistently applied.

5.2 Reporting; Existence.

(a) As soon as available, and in any event within 90 days after the close of each Fiscal Year, Guarantor shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Guarantor’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format, or in either case, in such other format as may reasonably be acceptable to Lender, annual financial statements of Guarantor, including a balance sheet, together with related statements of operations and equityholders’ capital and cash flow for such Fiscal Year, audited by a “Big Four” accounting firm or other independent public accounting firm reasonably acceptable to Lender whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP applied on a consistent basis and shall not be qualified as to the scope of the audit.

(b) As soon as available, and in any event within 45 days after the end of each Fiscal Quarter (including year-end), Guarantor shall furnish to Lender, in an Excel spreadsheet file in electronic format (which may be via an intralinks site at Guarantor’s sole cost and expense), or, in the case of predominantly text documents, in Adobe pdf format, or in either case, in such other format as may be reasonably acceptable to Lender, quarterly and year-to-date unaudited financial statements, prepared for such fiscal quarter with respect to Guarantor, including a balance sheet of Guarantor as of the end of such Fiscal Quarter, together with related statements of operations, equityholders’ capital and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ending with such Fiscal Quarter, setting forth in comparative form the corresponding figures for the same period for the preceding fiscal year, which statements

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shall be accompanied by an Officer’s Certificate certifying that the same are true, correct and complete and were prepared in accordance with GAAP applied on a consistent basis, subject to changes resulting from audit and normal year-end audit adjustments.

(c) Guarantor shall make its representatives and officers available to Lender from time to time, upon Lender’s reasonable request, to explain or discuss any financial information provided by Guarantor to Lender under Sections 5.2(a) and (b).

(d) Guarantor will preserve and maintain its legal existence. Guarantor shall not consummate any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets unless, only with respect to a merger or consolidation or amalgamation, or a sale of all or substantially all of its assets, (i) the surviving entity assumes the obligations of Guarantor hereunder and under the other Loan Documents if not already a party to this Agreement, the Environmental Indemnity and the Cooperation Agreement, and (ii) such transaction does not result in a Prohibited Change of Control or violation of the Net Worth requirement.

(e) Notwithstanding anything contained in Section 5.2(a) or 5.2(b), Guarantor shall not be obligated to provide any information pursuant to either of said sections so long as at least one class of stock of Parkway is traded on a nationally-recognized securities exchange and Legal Requirements require that Parkway file its financial statements publicly.

ARTICLE VI

MISCELLANEOUS

6.1 Lender’s Benefit; No Impairment of Loan Documents. This Guaranty is for the benefit of Lender and its successors and assigns and nothing contained herein shall impair, as between Borrower and Lender, the obligations of Borrower under the Loan Documents. Subject to the Loan Agreement, Lender and its successors and assigns shall have the right to assign, in whole or in part, this Guaranty and the other Loan Documents to any Person and to participate all or any portion of the Loan, including any servicer or trustee in connection with a Securitization.

6.2 Successors and Assigns; Binding Effect. This Guaranty shall be binding upon Guarantor and its heirs, executors, legal representatives, successors and assigns, whether by voluntary action of the parties or by operation of law. Notwithstanding anything to the contrary herein, Guarantor may in no event delegate or transfer its obligations under, or be released from, this Guaranty, except in accordance with the terms of the Loan Agreement and this Guaranty.

6.3 Borrower. The term “Borrower” as used herein shall include any new or successor corporation, association, partnership (general or limited), limited liability company, joint venture, trust or other individual or organization formed as a result of any merger, reorganization, sale, transfer, devise, gift or bequest of or by Borrower or any interest in Borrower.

6.4 Costs and Expenses. If Guarantor should breach or fail to timely perform any provision of this Guaranty, Guarantor shall, immediately upon demand by Lender, pay to

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Lender any and all actual and documented costs and expenses (including court costs and attorneys’ fees and expenses) incurred by Lender in connection with the enforcement hereof or the preservation of Lender’s rights hereunder. The covenant contained in this Section shall survive the payment and performance of the Guaranteed Obligations.

6.5 Not a Waiver; No Set-Off. The failure of any party to enforce any right or remedy hereunder, or to promptly enforce any such right or remedy, shall not constitute a waiver thereof, nor give rise to any estoppel against such party, nor excuse any other party from its obligations hereunder, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Guaranty, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Guaranty or to declare a default for failure to effect prompt payment of any such other amount. Lender shall not be required to mitigate damages or take any other action to reduce, collect or enforce any of the Indebtedness or the Guaranteed Obligations. No set-off, counterclaim (other than compulsory counterclaims), reduction, diminution of any obligations or any defense of any kind or nature that Guarantor has or may hereafter have against Borrower or Lender shall be available hereunder to Guarantor.

6.6 PRIOR AGREEMENTS. THIS GUARANTY CONTAINS THE ENTIRE AGREEMENT OF THE PARTIES HERETO IN RESPECT OF THE GUARANTY DESCRIBED HEREIN, AND ALL PRIOR AGREEMENTS AMONG OR BETWEEN SUCH PARTIES, WHETHER ORAL OR WRITTEN, INCLUDING ANY TERM SHEETS, CONFIDENTIALITY AGREEMENTS AND COMMITMENT LETTERS, ARE SUPERSEDED BY THE TERMS OF THIS GUARANTY AS THEY RELATE TO THE GUARANTY DESCRIBED HEREIN.

6.7 No Oral Change. No modification, amendment, extension, discharge, termination or waiver of any provision of this Guaranty, nor consent to any departure by Guarantor therefrom, shall in any event be effective unless the same shall be in a writing signed by Lender, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on, Guarantor, shall entitle Guarantor to any other or future notice or demand in the same, similar or other circumstances.

6.8 Separate Remedies. Each and all of Lender’s rights and remedies under this Guaranty and each of the other Loan Documents are intended to be distinct, separate and cumulative and no such right or remedy herein or therein mentioned is intended to be in exclusion of or a waiver of any other right or remedy available to Lender.

6.9 Severability. Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

14

6.10 Rules of Construction. All references to sections and exhibits are to sections and exhibits in or to this Guaranty unless otherwise specified. Unless otherwise specified: (i) all meanings attributed to defined terms in this Guaranty shall be equally applicable to both the singular and plural forms of the terms so defined, (ii) “including” means “including, but not limited to” and “including, without limitation” and (iii) the words “hereof,” “herein,” “hereby,” “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision, article, section or other subdivision of this Guaranty. Whenever the context may require, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms and the singular form of nouns and pronouns shall include the plural and vice versa.

6.11 Headings. The Section headings in this Guaranty are included in this Guaranty for convenience of reference only and shall not constitute a part of this Guaranty for any other purpose.

6.12 Recitals. The recitals and introductory paragraphs of this Guaranty are incorporated herein, and made a part hereof, by this reference.

6.13 Counterparts; Facsimile Signatures. This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Guaranty.

6.14 Notices. All notices, consents, approvals and requests required or permitted hereunder shall be given in writing by expedited prepaid delivery service, either commercial or United States Postal Service, with proof of delivery or attempted delivery, addressed as follows (or at such other address and person as shall be designated from time to time by any party to this Guaranty, as the case may be, in a written notice to the other parties to this Guaranty in the manner provided for in this Section). A notice shall be deemed to have been given when delivered or upon refusal to accept delivery.

If to Lender:	Goldman Sachs Commercial Mortgage Capital, L.P.
	200 West Street
	New York, New York 10282
	Attention: General Counsel
and to:	Goldman Sachs Mortgage Company
	200 West Street
	New York, New York 10282
	Attention: Rene Theriault and J. Theodore Borter

15

with a copy to:	Cleary Gottlieb Steen & Hamilton LLP
	One Liberty Plaza
	New York, New York 10006
	Attention: John V. Harrison, Esq.
If to Guarantor:	c/o Parkway Operating Partnership LP
	One Orlando Centre
	800 North Magnolia Avenue, Suite 1625
	Orlando, Florida 32803
	Attention: Thomas Blalock
	Email address:
with a copy to:	c/o Parkway Operating Partnership LP
	One Orlando Centre
	800 North Magnolia Avenue, Suite 1625
	Orlando, Florida 32803
	Attention: A. Noni Holmes-Kidd
	Email address:
with a copy to:	Hogan Lovells US LLP
	Columbia Square
	555 Thirteenth Street, NW
	Washington, DC 20004
	Attention: Lee E. Berner, Esq.

6.15 GOVERNING LAW. (A) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, WITHOUT REGARD TO CHOICE OF LAW RULES, TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST GUARANTOR OR LENDER ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK. GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER HEREBY EACH (i) IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (ii) IRREVOCABLY SUBMIT TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING AND (iii) IRREVOCABLY CONSENT TO SERVICE OF PROCESS BY

16

MAIL, PERSONAL SERVICE OR IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW, AT THE RESPECTIVE ADDRESS SPECIFIED HEREIN (AND AGREE THAT SUCH SERVICE AT SUCH ADDRESS IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER ITSELF IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT).

6.16 TRIAL BY JURY. GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER, TO THE FULLEST EXTENT THAT EACH MAY LAWFULLY DO SO, HEREBY AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS GUARANTY OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY GUARANTOR AND, BY ITS ACCEPTANCE HEREOF, LENDER AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EITHER PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR AND LENDER.

6.17 Brokers and Financial Advisors. Guarantor hereby represents that none of Borrower, Guarantor or any of their respective affiliates has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Guaranty and/or the other Loan Documents other than HFF, LP. Guarantor agrees to indemnify and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower, Guarantor or any of their respective affiliates in connection with the transactions contemplated in this Guaranty and/or the other Loan Documents. The provisions of this Section shall survive the expiration and termination of this Guaranty and the repayment of the Indebtedness.

6.18 Termination of Guaranty. Subject to Section 1.11, this Guaranty shall be of no further force and effect at the earlier to occur of: (i) such time as there has been full and indefeasible repayment of the Indebtedness and all other liabilities under the Loan Documents (if any) and there is no further obligation to make advances, or (ii) an Assumption of the Loan, or a Defeasance of the Loan in whole (but not in part), provided that in the case of such Assumption or Defeasance, (a) such Assumption or Defeasance, as applicable, is in accordance with the terms of the Loan Agreement, (b) Guarantor shall be released only with respect to obligations and liabilities that arise after the date of such Assumption or Defeasance, as applicable, (c) Guarantor shall remain liable for any obligations or liabilities of Guarantor hereunder that expressly survive the termination of this Guaranty, and (d) in the case of an Assumption, this Guarantor shall have been assumed or replaced in accordance with the Loan Agreement.

[No Further Text on this Page; Signature Page Follows]

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Executed and delivered as of the date first hereinabove set forth.

GUARANTOR:
PARKWAY OPERATING PARTNERSHIP LP, a Delaware limited partnership
By: Parkway Properties General Partners, Inc., its General Partner, a Delaware corporation
By:	/s/ A. Noni Holmes-Kidd
	Name:	A. Noni Holmes-Kidd
	Title:	Vice President and General Counsel

SCHEDULE I

Borrower Entities

1. GWP NORTH RICHMOND, LLC, a Delaware limited liability company

2. GWP EIGHT TWELVE, LLC, a Delaware limited liability company

3. GWP WEST, LLC, a Delaware limited liability company

4. GWP RICHMOND AVENUE, LLC, a Delaware limited liability company

5. GWP CENTRAL PLANT, LLC, a Delaware limited liability company

6. GWP NINE, LLC, a Delaware limited liability company

7. GWP EDLOE PARKING, LLC, a Delaware limited liability company

8. GWP ONE, LLC, a Delaware limited liability company

9. GWP TWO, LLC, a Delaware limited liability company

10. GWP EAST, LLC, a Delaware limited liability company

11. GWP 3800 BUFFALO SPEEDWAY, LLC, a Delaware limited liability company

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

PARKWAY COMPLETES JOINT VENTURE

OF HOUSTON GREENWAY ASSETS

HOUSTON, TEXAS – April 20, 2017 – Parkway, Inc. (NYSE:PKY) announced today that it completed the previously announced joint venture of Greenway Plaza and Phoenix Tower (collectively, the “Greenway Portfolio”) by selling a 49.0% interest in the properties for $512.1 million, or an implied $210 per square foot. The Greenway Portfolio is an approximately 5.0 million square foot campus consisting of 11 office properties located in the Greenway submarket of Houston, Texas.

Parkway, Inc., through certain of its subsidiaries (collectively, “Parkway”), formed a joint venture with TH Real Estate Global Asset Management, the real estate investment management arm of TIAA (“TH Real Estate”), Silverpeak Real Estate Partners (“Silverpeak”) and Canada Pension Plan Investment Board (“CPPIB”). As part of the joint venture transaction, Parkway retained a 51% interest in the Greenway Portfolio, a partnership between TH Real Estate and Silverpeak acquired a 24.5% interest, and CPPIB acquired a 24.5% interest. Parkway serves as the general partner and also provides property management and leasing services for the joint venture. The joint venture assumed the existing mortgage debt secured by Phoenix Tower, which has an outstanding balance of approximately $75.9 million and matures on March 1, 2023. Additionally, the joint venture placed a new mortgage loan from Goldman Sachs totaling $465.0 million secured by the other properties in the Greenway Portfolio, which has a fixed interest rate of 3.753% and matures on May 6, 2022. Parkway also terminated its existing revolver and term loan credit facility and prepaid the $350.0 million outstanding balance using proceeds from the joint venture. Parkway expects to record a $7.6 million non-cash loss on extinguishment of debt in the second quarter of 2017 related to the termination of the credit facility.

Net proceeds to Parkway were approximately $322.4 million, $37.9 million of which is being held in lender reserves. The net proceeds amount includes the new debt placement and the payoff of the $350.0 million term loan credit facility. Parkway’s net proceeds are also net of credits to the other joint venture partners related to outstanding contractual lease obligations for tenant improvements and rent concessions as well as certain capital expenditures for projects that are in process, all of which totaled approximately $32.8 million. Additionally, Parkway recorded an impairment loss of approximately $15.0 million in the first quarter of 2017 related to the joint venture transaction.

Holliday Fenoglio Fowler, L.P. (HFF) arranged the recapitalization and secured financing for the Greenway Portfolio.

5847 San Felipe Street, Suite 2200 | Houston, TX 77057 p. 832.308.6055 | www.pky.com

About Parkway

Parkway is an independent, publicly traded, self-managed real estate investment trust that owns and operates high-quality office properties located in attractive submarkets in Houston, Texas. As of December 31, 2016, our portfolio consisted of five Class A assets comprising 19 buildings and totaling approximately 8.7 million rentable square feet in the Greenway, Galleria and Westchase submarkets of Houston.

Contact:

Thomas Blalock

Vice President, Finance & Capital Markets

(407) 581-2915

Cautionary Note Regarding Forward-Looking Statements

Certain statements contained in this press release, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements within the meaning of the federal securities laws and as such are based upon Parkway’s current beliefs as to the outcome and timing of future events. There can be no assurance that actual future developments affecting Parkway will be those anticipated by Parkway. Examples of forward-looking statements include projected capital resources, projected profitability and portfolio performance, estimates of market rental rates, projected capital improvements, expected sources of financing, expectations as to the timing of closing of acquisitions, dispositions, or other transactions, the expected operating performance of anticipated near-term acquisitions and descriptions relating to these expectations, including without limitation, the anticipated net operating income yield. Parkway cautions investors that any forward-looking statements presented in this press release are based on management’s beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “plan,” “potential,” “should,” “will,” “result” or similar expressions that do not relate solely to historical matters are intended to identify forward-looking statements. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve risks and uncertainties (some of which are beyond Parkway’s control) and are subject to change based upon various factors, including but not limited to the following risks and uncertainties: Parkway’s lack of operating history as an independent company; conditions associated with Parkway’s primary market, including an oversupply of office space, customer financial difficulties and general economic conditions; that each of Parkway’s properties represent a significant portion of Parkway’s revenues and costs; that the spin-off from Cousins Properties Incorporated (“Cousins”) will not qualify for tax-free treatment; Parkway’s ability to meet mortgage debt obligations on certain of Parkway’s properties; the availability of refinancing current debt obligations; risks associated with joint ventures and potential co-investments with third-parties; changes in any credit rating Parkway may obtain; changes in the real estate industry and in performance of the financial markets and interest rates and Parkway’s ability to effectively hedge against interest rate changes; the actual or perceived impact of global

and economic conditions, including U.S. monetary policy; declines in commodity prices, which may negatively impact the Houston, Texas market; the concentration of Parkway’s customers in the energy sector; the demand for and market acceptance of Parkway’s properties for rental purposes; Parkway’s ability to enter into new leases or renewal leases on favorable terms; the potential for termination of existing leases pursuant to customer termination rights; the amount, growth and relative inelasticity of Parkway’s expenses; risks associated with the ownership and development of real property, including risks related to natural disasters and illiquidity of real estate; termination or non-renewal of property management contracts; the bankruptcy or insolvency of companies for which Parkway provides property management services or the sale of these properties; the outcome of claims and litigation involving or affecting Parkway; the ability to satisfy conditions necessary to close pending transactions and the ability to successfully integrate the assets and related operations acquired in such transactions after closing; applicable regulatory changes; risks associated with acquisitions, including the integration of the portion of the combined business of Parkway Properties, Inc. (“Legacy Parkway”) and Cousins relating to the ownership of real properties in Houston and Legacy Parkway’s fee-based real estate business; risks associated with the fact that Parkway’s historical and predecessors’ financial information may not be a reliable indicator of Parkway’s future results; risks associated with achieving expected synergies or cost savings; defaults or non-renewal of leases; risks associated with the potential volatility of Parkway’s common stock; Parkway’s failure to maintain its status as real estate investment trust under the Internal Revenue Code of 1986, as amended; and other risks and uncertainties detailed from time to time in the Company’s Securities and Exchange Commission filings.

Should one or more of these risks or uncertainties occur, or should underlying assumptions prove incorrect, Parkway’s business, financial condition, liquidity, cash flows and results could differ materially from those expressed in any forward-looking statement. While forward-looking statements reflect Parkway’s good faith beliefs, they are not guarantees of future performance. Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict the occurrence of those matters or the manner in which they may affect us. Except as required by law, Parkway undertakes no obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes.

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

As of and for the Year Ended December 31, 2016

On April 28, 2016, Cousins Properties Incorporated (“Cousins”), Parkway Properties, Inc. (“Legacy Parkway”), Parkway Properties LP (“Parkway LP”) and Clinic Sub Inc. entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Legacy Parkway merged with and into Clinic Sub Inc., a wholly owned subsidiary of Cousins, with Clinic Sub Inc. continuing as the surviving corporation and a wholly owned subsidiary of Cousins (the “Merger”). Upon consummation of the Merger, Parkway, Inc. (the “Company”) was initially a wholly owned subsidiary of Cousins. Immediately after the effective time of the Merger, in accordance with the Merger Agreement, Cousins separated the portion of its combined businesses relating to the ownership of real properties in Houston, Texas, as well as its fee-based real estate service (together with the Houston real properties, the “Houston Business”), from the remainder of the combined businesses (the “Separation”). In connection with the Separation, Cousins and the Company reorganized the businesses through a series of transactions (the “UPREIT Reorganization”), pursuant to which the Houston Business was transferred to the Company, and the remainder of the combined business was transferred to Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), the operating partnership of Cousins. On the business day following the closing of the Merger, all of the outstanding shares of the Company’s common stock and the Company’s limited voting stock were distributed pro rata to the holders of Cousins common stock and Cousins limited voting preferred stock, respectively, including Legacy Parkway common and limited voting stockholders. The following unaudited pro forma combined financial statements reflect the distribution ratio of one share of the Company’s common stock for every eight shares of Cousins common stock and one share of the Company’s limited voting stock for every eight shares of Cousins limited voting preferred stock (the “Distribution Ratio”). On October 7, 2016, Cousins completed the spin-off of the Company, by distributing all of the Company’s outstanding shares of common and limited voting stock to the holders of Cousins common and limited voting preferred stock as of the record date, October 6, 2016 (the “Spin-Off”).

The following unaudited pro forma combined financial statements as of and for the year ended December 31, 2016 have been derived from the historical combined financial statements of the Company, Cousins Houston, which represents the portion of the Houston Business previously owned and operated by Cousins, and Parkway Houston, which represents the portion of the Houston Business previously owned and operated by Legacy Parkway, including Legacy Parkway’s fee-based real estate services and certain other assets previously owned by Legacy Parkway, in each case, that are in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

The following unaudited pro forma combined financial statements give effect to the following:

• the Merger, the Separation, the UPREIT Reorganization, the Spin-Off and the Distribution Ratio;

• the Company’s post-Separation capital structure which includes proceeds from the $350 million term loan portion of the Company’s credit facility (the “Term Loan”), $150.0 million of which Parkway Operating Partnership LP, the Company’s operating partnership, retained;

• Cousins LP’s contribution of $5 million to the Company in exchange for shares of the Company’s non-voting preferred stock, par value $0.001 per share;

• the Company’s consummation of the sale of a 49% interest in the Greenway Plaza and Phoenix Tower properties to two investors, indirectly through a new joint venture (the “Greenway Properties joint venture”); and

• the payoff of the $350 million Term Loan.

The unaudited pro forma combined balance sheet reflects the Separation, Spin-Off and the related transactions that occurred on October 6 and 7, 2016 and the Greenway Properties joint venture that was completed on April 20, 2017, as if they were each consummated on December 31, 2016. The unaudited pro forma combined statements of operations presented for the year ended December 31, 2016 assume the Separation, Spin-Off and the related transactions that occurred on October 7, 2016 and the Greenway Properties joint venture were each consummated on January 1, 2016. The pro forma adjustments are based on currently available information and assumptions the Company believes are reasonable, factually supportable, directly attributable to the Separation, Spin-Off and the Greenway Properties joint venture and, for purposes of the statements of operations, are expected to have a continuing impact on the Company’s business. The Company’s unaudited pro forma combined financial statements and explanatory notes present how the Company’s financial statements may have appeared had the Company completed the above transactions as of the dates noted above.

The Merger was accounted for as a “purchase,” as that term is used under accounting principles generally accepted in the United States, for accounting and financial reporting purposes. Under purchase accounting, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of Legacy Parkway as of the effective time of the Merger were recorded at their respective fair values and added to the assets and liabilities of Cousins. The separation of the assets and liabilities related to the Company’s businesses from the remainder of Cousins’ businesses in the Separation and the UPREIT Reorganization was at Cousins’ carryover basis after adjusting the Parkway Houston assets and liabilities to fair value. As a result, the Company’s future financial statements will be initially reflected at carryover basis for Cousins Houston and fair value basis for Parkway Houston.

The following unaudited pro forma combined financial statements were prepared in accordance with Article 11 of Regulation S-X using the assumptions set forth in the notes to the Company’s unaudited pro forma combined financial statements and accordingly do not include the impairment charge that the Company recognized in the quarter ended March 31, 2017 or the loss on the extinguishment of debt in the amount of approximately $7.6 million that the Company expects to recognize in the quarter ended June 30, 2017. The unaudited pro forma combined financial statements are presented for illustrative purposes only and do not purport to reflect the results the Company may achieve in future periods or the historical results that would

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have been obtained had the above transactions been completed on January 1, 2016 or as of December 31, 2016, as the case may be. The unaudited pro forma combined financial statements also do not give effect to the potential impact of current financial conditions, any anticipated synergies, operating efficiencies or cost savings that may result from the transactions described above.

The unaudited pro forma combined financial statements do not indicate results expected for any future period. The unaudited pro forma combined financial statements are derived from and should be read in conjunction with the historical combined financial statements and accompanying notes to the financial statements of the Company, Parkway Houston and Cousins Houston in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

2

PARKWAY, INC.

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2016

(In thousands, except share and per share data)

(Unaudited)

	December 31, 2016			Adjustments			Total
Assets
Real estate related investments:
Office properties	$	1,864,668		$	(1,091,510	)(A)	$	773,158
Accumulated depreciation		(159,057	)		120,394	(A)		(38,663	)
Total real estate related investments, net		1,705,611			(971,116	)		734,495
Cash and cash equivalents		230,333			284,493	(B)		514,826
Investment in unconsolidated joint ventures		—			267,141	(C)		267,141
Receivables and other assets		92,257			(49,475	)(D)		42,782
Intangible assets, net		135,694			(59,690	)(E)		76,004
Total assets	$	2,163,895		$	(528,647	)	$	1,635,248
Liabilities
Notes payable to banks, net	$	341,602		$	(341,602	)(F)	$	—
Mortgage notes payable, net		451,577			(71,039	)(G)		380,538
Accounts payable and other liabilities		47,219			(15,919	)(H)		31,300
Accrued tenant improvements		66,104			(55,618	)(I)		10,486
Accrued property taxes		53,659			(27,571	)(J)		26,088
Unamortized below market leases, net		51,812			(30,616	)(K)		21,196
Total liabilities		1,011,973			(542,365	)		469,608
Equity
Stockholders’ equity:
Common stock, $0.001 par value, 200,000,000 shares authorized and 49,110,645 shares issued and outstanding		49			—			49
Limited voting stock, $0.001 par value, 1,000,000 shares authorized and 858,417 shares issued and outstanding		1			—			1
8.00% Series A non-voting preferred stock, $100,000 liquidation preference per share, 50 shares authorized, issued and outstanding, and preferred stock, $0.001 par value, 48,999,950 shares authorized, zero issued and outstanding		5,000			—			5,000
Additional paid-in capital		1,138,151			—			1,138,151
Accumulated deficit		(14,316	)		13,718	(L)		(598	)
Total Parkway, Inc. stockholders’ equity		1,128,885			13,718			1,142,603
Noncontrolling interests		23,037			—			23,037
Total equity		1,151,922			13,718			1,165,640
Total liabilities and equity	$	2,163,895		$	(528,647	)	$	1,635,248

See notes to unaudited pro forma combined financial statements

3

PARKWAY, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016

(In thousands, except per share data)

(Unaudited)

	Parkway, Inc.			Cousins Houston Historical (1)			Parkway Houston Historical			Adjustments			Total
Revenues
Income from office properties	$	67,550		$	137,374		$	83,249		$	(156,178	)(a)	$	131,995
Management company income		1,381			—			3,835			6,184	(b)		11,400
Total revenues		68,931			137,374			87,084			(149,994	)		143,395
Expenses
Property operating expenses		32,518			58,704			39,758			(78,230	)(c)		52,750
Management company expenses		1,050			—			3,263			12,491	(d)		16,804
Depreciation and amortization		25,139			47,345			30,791			(63,838	)(e)		39,437
General and administrative		17,510			13,136			4,880			(23,134	)(f)		12,392
Total expenses		76,217			119,185			78,692			(152,711	)		121,383
Operating income (loss)		(7,286	)		18,189			8,392			2,717			22,012
Other income and expenses
Interest and other income		1,225			288			196			(196	)(g)		1,513
Gain (loss) on extinguishment of debt		—			—			154			(8,552	)(h)		(8,398	)
Equity in loss		—			—			—			(6,332	)(i)		(6,332	)
Interest expense		(8,007	)		(6,021	)		(10,010	)		7,173	(j)		(16,865	)
Income (loss) before income taxes		(14,068	)		12,456			(1,268	)		(5,190	)		(8,070	)
Income tax expense		(453	)		—			(1,113	)		—			(1,566	)
Net income (loss)		(14,521	)		12,456			(2,381	)		(5,190	)		(9,636	)
Net (income) loss attributable to noncontrolling interests		299			—			—			(98	)(k)		201
Net income (loss) attributable to controlling interests		(14,222	)		12,456			(2,381	)		(5,288	)		(9,435	)
Dividends on preferred stock		(94	)		—			—			(306	)(l)		(400	)
Net income (loss) attributable to common stockholders	$	(14,316	)	$	12,456		$	(2,381	)	$	(5,594	)	$	(9,835	)
Weighted average shares outstanding—basic														49,111	(m)
Weighted average shares outstanding—diluted														50,137	(m)
Weighted average earnings per share—basic													$	(0.20	)
Weighted average earnings per share—diluted													$	(0.20	)

(1) Certain of Cousins Houston historical balances have been reclassified to conform with Parkway Houston historical balances.

See notes to unaudited pro forma combined financial statements

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NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

Pro forma adjustments to the Unaudited Pro Forma Combined Balance Sheet

The unaudited pro forma combined balance sheet as of December 31, 2016 reflects the following pro forma adjustments:

A. Real estate related investments, net

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

B. Cash and cash equivalents

The pro forma adjustment represents net proceeds received by the Company from the Greenway Properties joint venture. Lender-held reserves of approximately $37.9 million are reflected in Investment in unconsolidated joint ventures.

C. Investment in unconsolidated joint ventures

The pro forma adjustment represents the initial investment in the Greenway Properties joint venture using the equity method.

D. Receivables and other assets

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

E. Intangible assets, net

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

F. Note payable to banks, net

The pro forma adjustment represents the payoff of the $350.0 million Term Loan, net of deferred financing costs of $8.4 million.

G. Mortgage notes payable, net

The pro forma adjustment represents the deconsolidation of the Phoenix Tower mortgage.

H. Accounts payable and other liabilities

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

I. Accrued tenant improvements

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

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J. Accrued property taxes

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

K. Unamortized below market leases, net

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower.

L. Accumulated deficit

The pro forma adjustment represents the deconsolidation of Greenway Plaza and Phoenix Tower and the initial investment in the Greenway Properties joint venture.

Pro forma adjustments to the Unaudited Pro Forma Combined Statements of Operations

a. Income from office properties

The pro forma adjustment represents the following items: (i) the elimination of historical income from office properties for Greenway Plaza and Phoenix Tower as a result of the deconsolidation, (ii) the elimination of historical straight-line rents and historical amortization of above- and below-market rents associated with CityWestPlace and San Felipe Plaza leases as a result of the Merger, and (iii) the pro forma adjustment for CityWestPlace and San Felipe Plaza for straight-line rents and pro forma amortization of above- and-below market rents as a result of the Merger. The entire lease terms were used to calculate the pro forma adjustments for straight-line rent and amortization of above- and below-market rent. No early termination options in leases were accounted for in lease terms because leases including such options contain penalties substantial enough that the continuation of such leases appears, at inception, to be reasonably assured.

The following table summarizes the adjustments made to income from office properties for the Company for the year ended December 31, 2016 (in thousands):

Elimination of historical income from office properties – Greenway Plaza and Phoenix Tower	$	(155,476	)
Elimination of historical straight-line rents and amortization of above- and below-market-rents for CityWestPlace and San Felipe Plaza		(8,425	)
Pro forma straight-line rent and amortization of above- and below-market rents		7,723
Pro forma adjustment	$	(156,178	)

b. Management company income

The pro forma adjustment relates to the additional management company income related to the management fees expected to be earned by the Company from the Greenway Properties joint venture.

c. Property operating expenses

The pro forma adjustment represents the elimination of historical property operating expenses for Greenway Plaza and Phoenix Tower as a result of the deconsolidation of these properties.

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d. Management company expenses

The pro forma adjustment relates to the additional management company expense related to the management fees expected to be earned by the Company from the Greenway Properties joint venture.

e. Depreciation and amortization

The pro forma adjustment represents the following items: (i) the elimination of historical depreciation and amortization for Greenway Plaza and Phoenix Tower as a result of the deconsolidation, (ii) the elimination of historical depreciation and amortization for CityWestPlace and San Felipe Plaza as a result of the Merger, and (iii) the pro forma adjustment for CityWestPlace and San Felipe Plaza for depreciation and amortization as a result of the Merger.

The following table summarizes the adjustments made to depreciation and amortization for the Company for the year ended December 31, 2016 (in thousands):

Historical depreciation and amortization – Greenway Plaza and Phoenix Tower	$	(54,875	)
Historical depreciation and amortization – CityWestPlace and San Felipe Plaza		(26,009	)
Pro forma depreciation and amortization – CityWestPlace and San Felipe Plaza		17,046
Pro forma adjustment	$	(63,838	)

f. General and administrative

The pro forma adjustment represents the following items: (i) the elimination of transaction costs of $17.8 million that were incurred by the Company and Cousins Houston related to the Spin-Off and (ii) pro forma adjustment for general and administrative expenses related to the Greenway Properties joint venture of approximately $5.4 million.

g. Interest and other income

The pro forma adjustment represents the elimination of the interest income related to Legacy Parkway’s preferred equity investment in ACP Peachtree Center Manager, LLC, which was not assigned to or assumed by the Company in connection with the Separation, the UPREIT Reorganization, and the Spin-Off.

h. Gain (loss) on extinguishment of debt

The pro forma adjustment represents the following items: (i) recognition of a loss on extinguishment of debt related to the payoff of the $350.0 million Term Loan and (ii) elimination of the gain on extinguishment of debt related to the payoff in full of the $114.0 million mortgage debt secured by CityWestPlace I & II.

The following table summarizes the adjustments made to gain (loss) on extinguishment of debt for the Company for the year ended December 31, 2016 (in thousands):

Recognition of a loss on extinguishment of debt related to the payoff of the $350.0 million Term Loan	$	(8,398	)
Elimination of historical gain on extinguishment of debt related to the payoff of the $114.0 million mortgage loan secured by CityWestPlace I & II		(154	)
Pro forma adjustment	$	(8,552	)

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i. Equity in loss

The pro forma adjustment represents the equity in loss for the Greenway Properties joint venture. The pro forma adjustment also includes the adjustment for straight-line rents, pro forma amortization of above- and-below market rents, and pro forma depreciation and amortization of assigned values of tangible and intangible assets of the Greenway Properties joint venture.

j. Interest expense

The pro forma adjustment represents the following items: (i) the elimination of historical interest expense for the mortgage loan associated with Phoenix Tower due to its deconsolidation, (ii) the elimination of historical interest expense as a result of the payoff of the $350.0 million Term Loan, (iii) the elimination of historical interest expense for the mortgage loan associated with CityWestPlace I & II, (iv) the elimination of historical mortgage interest premium amortization for CityWestPlace and San Felipe Plaza and (v) the pro forma adjustment for the mortgage interest premium amortization for CityWestPlace and San Felipe Plaza (in thousands):

Historical interest expense – Phoenix Tower	$	(3,243	)
Historical interest expense – $350.0 million Term Loan		(3,779	)
Historical interest expense – CityWestPlace I & II		(1,874	)
Historical mortgage interest premium – CityWestPlace and San Felipe Plaza		(1,544	)
Pro forma adjustment mortgage interest premium amortization – CityWestPlace and San Felipe Plaza		3,267
Pro forma adjustment	$	(7,173	)

k. Noncontrolling interest

Represents the adjustment to allocate net income to limited partners of Parkway LP.

l. Dividends on non-voting preferred stock

Represents the pro forma dividend on the $5 million non-voting preferred stock, with an 8.00% per annum stated dividend rate.

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m. Weighted average shares

The following table summarizes the pro forma weighted average shares of the Company’s common stock outstanding as if the Spin-Off occurred on January 1, 2016 (in thousands):

Weighted average shares of common stock—basic	49,111
Effect of conversion and exchange of OP units in Parkway LP	1,026
Weighted average shares of the Company’s common stock—diluted	50,137

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