10-12B

File No. 333-          

As filed with the U.S. Securities and Exchange Commission on September 21, 2023   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

Net Lease Office Properties

(Exact name of Registrant as specified in its charter)

Maryland	92-0887849
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer Identification No.)
One Manhattan West, 395 9th Avenue, 58th Floor New York, New York	10001
(Address of principal executive offices)	(Zip Code)
(212) 492-1140
(Registrant’s telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered	Name of each exchange on which each class is to be registered
Common Stock, par value $0.001 per share	New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	ý	Smaller reporting company	o
		Emerging growth company	ý

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

INFORMATION REQUIRED IN REGISTRATION STATEMENT

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT

AND ITEMS OF FORM 10

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1. None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference herein.

Item 1.     Business.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary,” “Risk Factors,” “Cautionary Statement Concerning Forward-Looking Statements,” “The Separation and the Distribution,” “Net Lease Office Properties Predecessor Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties,” “Management,” “Certain Relationships and Related Person Transactions” and “Where You Can Find More Information.” Those sections are incorporated herein by reference.

Item 1A.     Risk Factors.

The information required by this item is contained under the section of the information statement entitled “Risk Factors.” That section is incorporated herein by reference.

Item 2.     Financial Information.

The information required by this item is contained under the sections of the information statement entitled “Information Statement Summary - Summary Historical Combined Financial Data,” “Net Lease Office Properties Predecessor Unaudited Pro Forma Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Financial Statements” and the statements referenced therein. Those sections are incorporated herein by reference.

Item 3.     Properties.

The information required by this item is contained under the sections of the information statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business and Properties.” Those sections are incorporated herein by reference.

Item 4.      Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section of the information statement entitled “Security Ownership of Certain Beneficial Owners and Management.” That section is incorporated herein by reference.

Item 5.     Directors and Executive Officers.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

Item 6.     Executive Compensation.

The information required by this item is contained under the section of the information statement entitled “Management.” That section is incorporated herein by reference.

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Item 7.     Certain Relationships and Related Transactions, and Director Independence.

The information required by this item is contained under the sections of the information statement entitled “Management” and “Certain Relationships and Related Person Transactions.” Those sections are incorporated herein by reference.

Item 8.     Legal Proceedings.

The information required by this item is contained under the section of the information statement entitled “Business and Properties – Legal Proceedings.” That section is incorporated herein by reference.

Item 9.     Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “The Separation and the Distribution,” “Dividend Policy,” “Management Compensation,” “Description of Our Securities” and “Shares Eligible for Future Sale.” Those sections are incorporated herein by reference.

Item 10.     Recent Sales of Unregistered Securities.

The information required by this item is contained under the sections of the information statement entitled “Description of Our Securities.” That section is incorporated herein by reference.

Item 11.     Description of Registrant’s Securities to be Registered.

The information required by this item is contained under the sections of the information statement entitled “Risk Factors,” “Dividend Policy,” “The Separation and the Distribution,” “Description of Our Securities” and “Shares Eligible for Future Sale.” Those sections are incorporated herein by reference.

Item 12.     Indemnification of Directors and Officers.

The information required by this item is contained under the section of the information statement entitled “Description of Our Securities – Limitation of Liability and Indemnification of Trustees and Officers.” That section is incorporated herein by reference.

Item 13.     Financial Statements and Supplementary Data.

The information required by this item is contained under the section of the information statement entitled “Net Lease Office Properties Predecessor Unaudited Pro Forma Combined Financial Statements” and “Index to Financial Statements” and the financial statements referenced therein. Those sections are incorporated herein by reference.

Item 14.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15.      Financial Statements and Exhibits.

(a) Financial Statements

The information required by this item is contained under the section of the information statement entitled “Index to Financial Statements” and the financial statements referenced therein. That section is incorporated herein by reference.

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(b) Exhibits

See below.

The following documents are filed as exhibits hereto:

Exhibit Number	Exhibit Description
2.1	Form of Separation and Distribution Agreement, by and between W. P. Carey Inc. and Net Lease Office Properties**
2.2	Form of Tax Matters Agreement by and between W. P. Carey Inc. and Net Lease Office Properties**
2.3	Form of Advisory Agreement by and between W. P. Carey Management LLC and Net Lease Office Properties**
2.4	Form of Advisory Agreement by and between W. P. Carey & Co. B.V. and Net Lease Office Properties**
3.1	Declaration of Trust of Net Lease Office Properties**
3.2	Bylaws of Net Lease Office Properties**
3.3	Form of Amended and Restated Declaration of Trust of Net Lease Office Properties**
3.4	Form of Amended and Restated Bylaws of Net Lease Office Properties**
10.1	Form of Indemnification Agreement to be entered into between Net Lease Office Properties and each of its trustees and executive officers**
10.2	Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan**
10.3	Form of Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan Restricted Stock Unit Award Agreement**
10.4	Loan Agreement, dated September 20, 2023, by and among JPMorgan Chase Bank, N.A. and the borrowers named therein**
10.5	Mezzanine Loan Agreement, dated September 20, 2023, between NLO Mezzanine Borrower LLC and JPMorgan Chase Bank, N.A.**
21.1	Subsidiaries of Net Lease Office Properties**
99.1	Information Statement of Net Lease Office Properties, preliminary and subject to completion, dated September 21, 2023**

__________________

*To be filed by amendment

**Filed herewith

#       Previously filed

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

	Net Lease Office Properties
Date: September 21, 2023	By:	/s/ Jason E. Fox
		Name: Jason E. Fox
		Title: Chief Executive Officer

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EX-2.1

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

W. P. CAREY INC.

and

NET LEASE OFFICE PROPERTIES

dated as of

               , 2023

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS			1
	Section 1.1	Definitions	1
	Section 1.2	Interpretation	9
ARTICLE II THE SEPARATION			10
	Section 2.1	Separation Transactions	10
	Section 2.2	Transfers of Assets and Assumptions of Liabilities	10
	Section 2.3	Release of Guarantees	12
	Section 2.4	Termination of Intercompany Agreements.	13
	Section 2.5	Settlement of Intercompany Account	14
	Section 2.6	Bank Accounts	14
	Section 2.7	Rent Allocations	14
ARTICLE III CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION			15
	Section 3.1	SEC and Other Securities Filings	15
	Section 3.2	NYSE Listing Application	15
	Section 3.3	Distribution Agent Agreement	15
	Section 3.4	NLOP Advisory Agreements	15
	Section 3.5	Governmental Approvals and Consents	15
	Section 3.6	Ancillary Agreements	15
	Section 3.7	Governance Matters	16
ARTICLE IV THE DISTRIBUTION			16
	Section 4.1	Dividend to WPC	16
	Section 4.2	Delivery to Distribution Agent	16
	Section 4.3	Mechanics of the Distribution	16
ARTICLE V CONDITIONS			17
	Section 5.1	Conditions Precedent to Consummation of the Distribution	17
	Section 5.2	Right Not to Close	18
ARTICLE VI NO REPRESENTATIONS OR WARRANTIES			18
	Section 6.1	Disclaimer of Representations and Warranties	18
	Section 6.2	As Is, Where Is	19

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ARTICLE VII CERTAIN COVENANTS AND ADDITIONAL AGREEMENTS			19
	Section 7.1	Insurance Matters	19
	Section 7.2	No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities	19
	Section 7.3	Cooperation	21
ARTICLE VIII ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE			21
	Section 8.1	Agreement for Exchange of Information	21
	Section 8.2	Ownership of Information	22
	Section 8.3	Compensation for Providing Information	22
	Section 8.4	Retention of Records	22
	Section 8.5	Limitation of Liability	22
	Section 8.6	Production of Witnesses	23
	Section 8.7	Confidentiality	23
	Section 8.8	Privileged Matters	24
	Section 8.9	Financial Information Certifications	25
ARTICLE IX MUTUAL RELEASES; INDEMNIFICATION			26
	Section 9.1	Release of Pre-Distribution Claims	26
	Section 9.2	Indemnification by NLOP	27
	Section 9.3	Indemnification by WPC	27
	Section 9.4	Procedures for Indemnification	28
	Section 9.5	Indemnification Obligations Net of Insurance Proceeds	30
	Section 9.6	Contribution	30
	Section 9.7	Remedies Cumulative	31
	Section 9.8	Survival of Indemnities	31
	Section 9.9	Limitation of Liability	31
ARTICLE X DISPUTE RESOLUTION			31
	Section 10.1	Appointed Representative	31
	Section 10.2	Negotiation and Dispute Resolution	31
	Section 10.3	Arbitration	32
ARTICLE XI TERMINATION			33
	Section 11.1	Termination	33
	Section 11.2	Effect of Termination	33
ARTICLE XII MISCELLANEOUS			34
	Section 12.1	Further Assurances	34
	Section 12.2	Payment of Expenses	34

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Section 12.3	Amendments and Waivers	34
Section 12.4	Entire Agreement	34
Section 12.5	Survival of Agreements	34
Section 12.6	Third Party Beneficiaries	35
Section 12.7	Notices	35
Section 12.8	Counterparts; Electronic Delivery	35
Section 12.9	Severability	35
Section 12.10	Assignability; Binding Effect	35
Section 12.11	Governing Law	36
Section 12.12	Construction	36
Section 12.13	Performance	36
Section 12.14	Title and Headings	36
Section 12.15	Exhibits and Schedules	36
Section 12.16	Exclusivity of Tax Matters	36

Exhibit A:   NLOP Subsidiaries

Exhibit B:   Tax Matters Agreement

Exhibit C:   US Advisory Agreement

Exhibit D:   European Advisory Agreement

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SEPARATION AND DISTRIBUTION AGREEMENT

This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of                , 2023, by and between W. P. Carey Inc., a Maryland corporation (“WPC”), and Net Lease Office Properties, a Maryland real estate investment trust and wholly owned subsidiary of WPC (“NLOP”). WPC and NLOP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Section 1.1.

RECITALS

WHEREAS, WPC, through its Subsidiaries, has previously acquired the NLOP Assets;

WHEREAS, the board of directors of WPC has determined that it is advisable and in the best interests of WPC to cause the NLOP Assets to be owned by NLOP and its Subsidiaries and to establish NLOP as an independent publicly traded company; and

WHEREAS, pursuant to the terms of this Agreement, the Parties intend to effect the separation of WPC and NLOP by distributing to the holders of WPC’s outstanding shares of common stock, par value $0.001 per share (“WPC Common Stock”), on a pro rata basis, all of the common shares of beneficial interest, $0.001 par value per share, of NLOP (“NLOP Common Shares”), owned by WPC as of the Distribution Date (which shall represent 100% of the issued and outstanding NLOP Common Shares).

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1    Definitions. As used in this Agreement, the following terms shall have the meanings set forth in this Section 1.1:

“AAA” has the meaning set forth in Section 10.3(a).

“Action” means any demand, claim, action, suit, countersuit, arbitration, litigation, inquiry, proceeding or investigation by or before any Governmental Authority or any arbitration or mediation tribunal or authority.

“Affiliate” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the specified Person; provided, however, that, following the Distribution, (a) no member of the NLOP Group shall be deemed to be an Affiliate of any member of the WPC Group and (b) no member of the WPC Group shall be deemed to be an Affiliate of any member of the NLOP Group. For this purpose, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of voting securities, by contract or otherwise.

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“Agreement” has the meaning set forth in the preamble to this Agreement and includes all Exhibits and Schedules attached hereto or delivered pursuant hereto.

“Agreement Dispute” has the meaning set forth in Section 10.2(a).

“Ancillary Agreements” has the meaning set forth in Section 3.6.

“Appellate Rules” has the meaning set forth in Section 10.3(g).

“Appointed Representative” has the meaning set forth in Section 10.1.

“Appropriate Member of the NLOP Group” has the meaning set forth in Section 9.2.

“Appropriate Member of the WPC Group” has the meaning set forth in Section 9.3.

“Asset” means all rights, properties or other assets, whether real, personal or mixed, tangible or intangible, of any kind, nature and description, whether accrued, contingent or otherwise, and wheresoever situated and whether or not carried or reflected, or required to be carried or reflected, on the books of any Person.

“Award” has the meaning set forth in Section 10.3(e).

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions located in the State of New York are authorized or obligated by applicable Law or executive order to close.

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

“Confidential Information” means any and all information:

(a)    that is required to be maintained in confidence by any Law or under any Contract;

(b)    concerning market studies, business plans, computer hardware, computer software (including all versions, source and object codes and all related files and data), software and database technologies, systems, structures and architectures, and other similar technical or business information;

(c)    concerning any business and its affairs, which includes earnings reports and forecasts, macro-economic reports and forecasts, business and strategic plans, general market evaluations and surveys, litigation presentations and risk assessments, financing and credit-related information, financial projections, tax returns and accountants’ materials, business plans, strategic plans, Contracts, however documented, and other similar financial or business information;

(d)    constituting communications by or to attorneys (including attorney-client privileged communications), memos and other materials prepared by attorneys or under their direction (including attorney work product), communications and materials otherwise related to or made or prepared in connection with or in preparation for any legal proceeding; or

(e)    constituting notes, analyses, compilations, studies, summaries and other material that contain or are based, in whole or in part, upon any information included in the foregoing clauses (a) through (d).

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“Consent” means any consent, waiver or approval from, or notification requirement to, any Person other than a member of either Group.

“Contract” means any written, oral, implied or other contract, agreement, covenant, lease, license, guaranty, indemnity, representation, warranty, assignment, sales order, purchase order, power of attorney, instrument or other commitment, assurance, undertaking or arrangement that is binding on any Person or entity or any part of its property under applicable Law.

“Deferred Asset” has the meaning set forth in Section 2.2(b).

“Deferred Liability” has the meaning set forth in Section 2.2(b).

“Distribution” means the transactions contemplated by Section 4.3.

“Distribution Agent” means Computershare Trust Company, N.A.

“Distribution Date” means the date on which the Distribution occurs, such date to be determined by, or under the authority of, the board of directors of WPC, in its sole and absolute discretion.

“Distribution Ratio” has the meaning set forth in Section 4.3(a).

“Effective Time” means the time at which the Distribution is effective on the Distribution Date.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Governmental Approval” means any notice, report or other filing to be given to or made with, or any release, consent, substitution, approval, amendment, registration, permit or authorization from, any Governmental Authority.

“Governmental Authority” means any U.S. federal, state, local or non-U.S. court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“Group” means either the WPC Group or the NLOP Group, as the context requires.

“Guarantee” means any guarantee (including guarantees of performance or payment under Contracts, commitments, Liabilities and permits), letter of credit or other credit or credit support arrangement or similar assurance, including surety bonds, bid bonds, advance payment bonds, performance bonds, payment bonds, retention and/or warranty bonds or other bonds or similar instruments.

“Indebtedness” of any specified Person means (a) all obligations of such specified Person for borrowed money or arising out of any extension of credit to or for the account of such specified Person (including reimbursement or payment obligations with respect to surety bonds, letters of credit, bankers’ acceptances and similar instruments), (b) all obligations of such specified Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such specified Person upon which interest charges are customarily paid, (d) all obligations of such specified Person under conditional sale or other title retention agreements relating to Assets purchased by such specified Person, (e) all obligations of such specified Person issued or assumed as the deferred purchase price of property or services, (f) all Liabilities secured by (or for which any Person to which any such Liability is owed has an existing right,

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contingent or otherwise, to be secured by) any mortgage, lien, pledge or other encumbrance on property owned or acquired by such specified Person (or upon any revenues, income or profits of such specified Person therefrom), whether or not the obligations secured thereby have been assumed by the specified Person or otherwise become Liabilities of the specified Person, (g) all capital lease obligations of such specified Person, (h) all securities or other similar instruments convertible or exchangeable into any of the foregoing, and (i) any Liability of others of a type described in any of the preceding clauses (a) through (h) in respect of which the specified Person has incurred, assumed or acquired a Liability by means of a Guarantee.

“Indemnifiable Loss” has the meaning set forth in Section 9.5.

“Indemnifying Party” has the meaning set forth in Section 9.4(a).

“Indemnitee” means any WPC Indemnitee or any NLOP Indemnitee.

“Indemnity Payment” has the meaning set forth in Section 9.5.

“Information Statement” means the information statement, attached as an exhibit to the Registration Statement, and any related documentation to be provided to holders of WPC Common Stock in connection with the Distribution, including any amendments or supplements thereto.

“Insurance Policy” means any insurance policies and insurance Contracts, including general liability, property and casualty, environmental liability, umbrella, workers’ compensation, automobile, directors and officers liability, errors and omissions, employee dishonesty and fiduciary liability policies, whether, in each case, in the nature of primary, excess, umbrella or self-insurance overage, together with all rights, benefits and privileges thereunder.

“Insurance Proceeds” means those monies (in each case, net of any out-of-pocket costs or expenses incurred in the collection thereof):

(a)    received by an insured Person from any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, excluding any proceeds received directly or indirectly (such as through reinsurance arrangements) from any captive insurance Subsidiary of the insured Person; or

(b)    paid on behalf of an insured Person by any insurer, insurance underwriter, mutual protection and indemnity club or other risk collective, excluding any such payment made directly or indirectly (such as through reinsurance arrangements) from any captive insurance Subsidiary of the insured Person, on behalf of the insured.

“Insurance Termination Date” has the meaning set forth in Section 7.1(d).

“Insured Party” has the meaning set forth in Section 7.1(d).

“Intercompany Account” means any receivable, payable or loan between any member of the WPC Group, on the one hand, and any member of the NLOP Group, on the other hand, that exists prior to the Effective Time and is reflected in the records of the relevant members of the WPC Group and the NLOP Group, except for any such receivable, payable or loan that arises pursuant to this Agreement or any Ancillary Agreement.

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“Intercompany Agreement” means any Contract, whether or not in writing, between or among any member of the WPC Group, on the one hand, and any member of the NLOP Group, on the other hand, entered into prior to the Distribution Date, but excluding any Contract to which a Person other than any member of the WPC Group or the NLOP Group is also a party.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means the United States Internal Revenue Service or any successor agency.

“Law” means any law, statute, ordinance, code, rule, regulation, order, writ, proclamation, judgment, injunction or decree of any Governmental Authority.

“Lenders” means JPMorgan Chase Bank, N.A., together with its successors and/or permitted assigns.

“Liabilities” means any and all Indebtedness, liabilities and obligations, including environmental liabilities, whether accrued, fixed or contingent, mature or inchoate, known or unknown, reflected on a balance sheet or otherwise, including those arising under any Law, Action or any judgment of any Governmental Authority or any award of any arbitrator of any kind, and those arising under any Contract.

“Linked” has the meaning set forth in Section 2.6(a).

“Loss Party” has the meaning set forth in Section 7.1(d).

“Losses” means any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, interest costs, Taxes, fines and expenses (including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

“Mortgaged Properties” means the real properties securing the NLOP Mortgage Loan.

“NLOP” has the meaning set forth in the preamble to this Agreement.

“NLOP Accounts” has the meaning set forth in Section 2.6(a).

“NLOP Advisors” means the NLOP US Advisor and the NLOP European Advisor, together with their Affiliates.

“NLOP Advisory Agreements” means the US Advisory Agreement and the European Advisory Agreement.

“NLOP Assets” means, except as set forth in Sections 2.5 and 2.6, all of the equity of the NLOP Subsidiaries and all of the other assets owned or to be owned by the NLOP Subsidiaries immediately following the transactions described in Section 2.1, including the assets set forth in Section 1.1(a) of the Disclosure Schedule, and all of the other Assets held or to be held by NLOP set forth on Section 1.1(b) of the Disclosure Schedule. For the avoidance of doubt, the NLOP Assets shall include, but not be limited to, all Assets recorded on the NLOP Balance Sheet; provided, that the amounts set forth on the NLOP Balance Sheet with respect to any Assets shall not be treated as minimum or maximum amounts or limitations on the amount of such Assets that are included in the definition of NLOP Assets.

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“NLOP Balance Sheet” means the Unaudited Pro Forma Combined Balance Sheet as of June 30, 2023, as included in the Information Statement.

“NLOP Business” means the businesses, operations, activities, Assets and Liabilities of WPC and its Subsidiaries prior to the Transactions related to the real properties set forth in Section 1.1(a) of the Disclosure Schedule (other than the WPC Business).

“NLOP Common Shares” has the meaning set forth in the recitals to this Agreement.

“NLOP European Advisor” means W. P. Carey & Co. B.V., a wholly owned subsidiary of WPC.

“NLOP European Advisory Agreement” means the European Advisory Agreement to be entered into between NLOP and the European Advisor, substantially in the form attached hereto as Exhibit D, as such agreement may be modified or amended from time to time in accordance with its terms.

“NLOP Financing Arrangements” means the NLOP Mortgage Loan and the NLOP Mezzanine Loan.

“NLOP Group” means NLOP and the NLOP Subsidiaries.

“NLOP Indemnitees” means each member of the NLOP Group and their Affiliates and each of their respective current or former stockholders, trustees, directors, officers, agents and employees (in each case, in such Person’s respective capacity as such) and their respective heirs, executors, administrators, successors and assigns.

“NLOP Liabilities” means, except as otherwise expressly provided in this Agreement or one or more of the Ancillary Agreements:

(a)    all Liabilities relating to or arising out of the NLOP Assets whether arising prior to, at the time of, or after the Effective Time, including (i) Indebtedness of NLOP or a NLOP Subsidiary that is outstanding at the Effective Time, including mortgage debt relating to the NLOP Assets, (ii) any known or unknown disputes or claims with respect to tenants, property sellers, Governmental Authorities or other third parties relating to the NLOP Business, including all contracts entered into in the name of, or expressly on behalf of, the NLOP Business, including all leases related to the NLOP Assets and all other contractual obligations with respect to service providers, tenants, property sellers and other third parties, and (iii) any insurance charges related to the NLOP Business or the NLOP Assets pursuant to any Insurance Policy held by WPC or NLOP for the benefit of the NLOP Business and NLOP Assets;

(b)    all Liabilities recorded on the NLOP Balance Sheet, subject to the satisfaction of any Liabilities subsequent to the date of the NLOP Balance Sheet; provided that the amounts set forth on the NLOP Balance Sheet with respect to any Liabilities shall not be treated as minimum or maximum amounts or limitations on the amount of such Liabilities that are included in the definition of NLOP Liabilities pursuant to this clause (b);

(c)    the NLOP Financing Arrangements, and any expenses or Liabilities related thereto;

(d)    any potential Liabilities with respect to matters identified on, and subject to the limitations set forth on, Section 1.2 of the Disclosure Schedule;

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(e)    all Liabilities arising out of claims made by NLOP’s trustees, officers and Affiliates after the Effective Time against WPC or NLOP, to the extent relating to the NLOP Assets; and

(f)    all Liabilities that are expressly created by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Liabilities to be assumed or retained by NLOP or any other member of the NLOP Group, and all agreements, obligations and Liabilities of any member of the NLOP Group under this Agreement or any of the Ancillary Agreements.

“NLOP Mezzanine Borrower” means a subsidiary of NLOP, which is expected to directly or indirectly own 100% of the equity of the NLOP Mortgage Loan Borrowers immediately following the Separation.

“NLOP Mezzanine Loan” means the $120.0 million mezzanine loan facility entered into between the NLOP Mezzanine Borrower and the Lenders pursuant to that certain Mezzanine Loan Agreement, dated September 20, 2023, between NLO Mezzanine Borrower LLC and JPMorgan Chase Bank, N.A., and the documents related thereto.

“NLOP Mortgage Loan” means the $335.0 million senior secured mortgage loan entered into among the NLOP Mortgage Loan Borrowers and the Lenders pursuant to that certain Loan Agreement, dated September 20, 2023, by and among JPMorgan Chase Bank, N.A. and the borrowers named therein, and the documents related thereto.

“NLOP Mortgage Loan Borrowers” means certain subsidiaries of NLOP, which are expected to collectively own the Mortgaged Properties immediately following the Separation.

“NLOP US Advisor” means W. P. Carey Management LLC, a wholly owned subsidiary of WPC.

“NLOP US Advisory Agreement” means the US Advisory Agreement to be entered into between NLOP and the US Advisor, substantially in the form attached hereto as Exhibit C, as such agreement may be modified or amended from time to time in accordance with its terms.

“NLOP Subsidiaries” means the Subsidiaries of NLOP listed in Exhibit A, and any Subsidiary of NLOP formed after the date of this Agreement and prior to the Distribution Date.

“NYSE” means the New York Stock Exchange.

“NYSE Listing Application” has the meaning set forth in Section 3.2(a).

“Party” or “Parties” has the meaning set forth in the preamble to this Agreement.

“Period” has the meaning set forth in Section 8.1(a).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Record Date” means the close of business on the date, to be determined by the board of directors of WPC, as the record date for determining holders of WPC Common Stock entitled to receive NLOP Common Shares in the Distribution.

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“Record Holders” has the meaning set forth in Section 4.2.

“Registration Statement” means the registration statement on Form 10 of NLOP with respect to the registration under the Exchange Act of the NLOP Common Shares to be distributed in the Distribution, including any amendments or supplements thereto.

“Rules” has the meaning set forth in Section 10.3(a).

“SEC” means the United States Securities and Exchange Commission.

“Security Interests” means any mortgage, security interest, pledge, lien, charge, claim, option, indenture, right to acquire, right of first refusal, deed of trust, licenses to third parties, leases to third parties, security agreements, voting or other restriction, covenant, condition, restriction, encroachment, restriction on transfer, restrictions or limitations on use of real or personal property or any other encumbrance of any nature whatsoever, imperfections in or failure of title or defect of title.

“Separation” means the transactions contemplated by Article II.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its subsidiaries, or by such specified Person and one or more of its subsidiaries.

“Tax Matters Agreement” means the Tax Matters Agreement to be entered into between WPC and NLOP, substantially in the form attached as Exhibit B hereto, as such agreement may be modified or amended from time to time in accordance with its terms.

“Tax” has the meaning set forth in the Tax Matters Agreement.

“Tax Authority” has the meaning set forth in the Tax Matters Agreement.

“Third-Party Claim” has the meaning set forth in Section 9.4(b).

“Transactions” means the Separation, the Distribution and any other transactions contemplated by this Agreement or any Ancillary Agreement.

“Treasury Regulations” has the meaning set forth in the Tax Matters Agreement.

“WPC” has the meaning set forth in the preamble to this Agreement.

“WPC Accounts” has the meaning set forth in Section 2.6(a).

“WPC Assets” means all Assets owned, directly or indirectly, by WPC, other than any NLOP Assets.

“WPC Business” means shall mean, other than the NLOP Business, the businesses, operations and activities of WPC and the WPC Group.

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“WPC Common Stock” has the meaning set forth in the recitals to this Agreement.

“WPC Group” means WPC and the Subsidiaries of WPC other than NLOP and the NLOP Subsidiaries.

“WPC Indemnitees” means each member of the WPC Group and its Affiliates (other than NLOP and the NLOP Subsidiaries) and each of their respective current or former stockholders, directors, officers, agents and employees (in each case, in such Person’s respective capacity as such) and their respective heirs, executors, administrators, successors and assigns.

“WPC Liabilities” means any Liabilities of WPC or any of its Subsidiaries, other than any NLOP Liabilities.

Section 1.2    Interpretation. In this Agreement and the Ancillary Agreements, unless the context clearly indicates otherwise:

(a)    words used in the singular include the plural and words used in the plural include the singular;

(b)    the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”;

(c)    the word “or” shall have the inclusive meaning represented by the phrase “and/or”;

(d)    relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”;

(e)    accounting terms used herein shall have the meanings historically ascribed to them by WPC and its Subsidiaries in its and their internal accounting and financial policies and procedures in effect immediately prior to the date of this Agreement;

(f)    reference to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement;

(g)    reference to any Law means such Law (including any and all rules and regulations promulgated thereunder) as amended, modified, codified or reenacted, in whole or in part, and in effect at the time of determining compliance or applicability;

(h)    references to any Person include such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement; any reference to a third party shall be deemed to mean a Person who is not a Party or an Affiliate of a Party;

(i)    if there is any conflict between the provisions of the main body of this Agreement or an Ancillary Agreement and the Exhibits and Schedules hereto or thereto, the provisions of the main body of this Agreement or the Ancillary Agreement, as applicable, shall control unless explicitly stated otherwise in such Schedule;

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(j)    if there is any conflict between the provisions of this Agreement and any Ancillary Agreement, the provisions of such Ancillary Agreement shall control (but only with respect to the subject matter thereof) unless explicitly stated otherwise therein; and

(k)    any portion of this Agreement or any Ancillary Agreement obligating a Party to take any action or refrain from taking any action, as the case may be, shall mean that such Party shall also be obligated to cause its relevant Subsidiaries to take such action or refrain from taking such action, as the case may be.

ARTICLE II

THE SEPARATION

Section 2.1    Separation Transactions. On or prior to the Distribution Date, WPC shall, and shall cause NLOP and each other Subsidiary and controlled Affiliate of WPC to, effect each of the transactions set forth in Section 2.1 of the Disclosure Schedule, which transactions shall be accomplished in the order described thereon, and subject to the limitations set forth therein, in each case, with such modifications, if any, as WPC shall determine are necessary or desirable for efficiency or similar purposes.

Section 2.2    Transfers of Assets and Assumptions of Liabilities.

(a)    Transfer of Assets and Assumption of Liabilities Prior to Effective Time. Subject to Section 2.1 and Section 2.2(b), in accordance with Section 2.1 of the Disclosure Schedule and to the extent not previously effected prior to the date hereof pursuant to Section 2.1 of the Disclosure Schedule, WPC and NLOP agree to take all actions necessary so that, immediately prior to the Effective Time, (i) the NLOP Group will own, to the extent it does not already own, all of the NLOP Assets and none of the WPC Assets, and (ii) the NLOP Group will assume, to the extent it is not already liable for, all NLOP Liabilities. For the avoidance of doubt, Section 2.1 of the Disclosure Schedule shall take precedence in the event of any conflict between the terms of this Article II and Section 2.1 of the Disclosure Schedule, and any transfers of assets or liabilities made pursuant to this Agreement or any Ancillary Agreement after the Effective Time shall be deemed to have been made prior to the Effective Time consistent with Section 2.1 of the Disclosure Schedule.

(b)    Deferred Transfers and Assumptions.

(i)    Nothing in this Agreement or in any Ancillary Agreement will be deemed to require the transfer of any Assets or the assumption of any Liabilities that by their terms or by operation of Law cannot be transferred or assumed.

(ii)    To the extent that any transfer of Assets or assumption of Liabilities contemplated by this Agreement or any Ancillary Agreement is not consummated prior to the Effective Time as a result of an absence or non-satisfaction of any required Consent, Governmental Approval and/or other condition (such Assets or Liabilities, a “Deferred Asset” or a “Deferred Liability,” as applicable), the Parties will use commercially reasonable efforts to effect such transfers or assumptions as promptly following the Effective Time as practicable. If and when the Consents, Governmental Approvals and/or other conditions, the absence or non-satisfaction of which gave rise to the Deferred Asset or Deferred Liability, are obtained or satisfied, the transfer or assumption of the Deferred Asset or Deferred Liability will be effected in

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accordance with and subject to the terms of this Agreement or the applicable Ancillary Agreement, if any.

(iii)    From and after the Effective Time until such time as the Deferred Asset or Deferred Liability is transferred or assumed, as applicable, (A) the Party retaining such Deferred Asset will thereafter hold such Deferred Asset for the use and benefit of the Party entitled thereto (at the expense of the Party entitled thereto) and (B) the Party intended to assume such Deferred Liability will pay or reimburse the Party retaining such Deferred Liability for all amounts paid or incurred in connection with the retention of such Deferred Liability; it being agreed that the Party retaining such Deferred Asset or Deferred Liability will not be obligated, in connection with the foregoing clause (A) and clause (B), to expend any money unless the necessary funds are advanced or agreed in writing to be reimbursed by the Party entitled to such Deferred Asset or intended to assume such Deferred Liability. The Party retaining the Deferred Asset or Deferred Liability will use its commercially reasonable efforts to notify the Party entitled to or intended to assume such Deferred Asset or Deferred Liability of the need for such expenditure. In addition, the Party retaining such Deferred Asset or Deferred Liability will, insofar as reasonably practicable and to the extent permitted by applicable Law, (A) treat such Deferred Asset or Deferred Liability in the ordinary course of business consistent with past practice, (B) promptly take such other actions as may be requested by the Party entitled to such Deferred Asset or by the Party intended to assume such Deferred Liability in order to place such Party in the same position as if the Deferred Asset or Deferred Liability had been transferred or assumed, as applicable, as contemplated hereby, and so that all the benefits and burdens relating to such Deferred Asset or Deferred Liability, including possession, use, risk of loss, potential for gain, and control over such Deferred Asset or Deferred Liability, are to inure from and after the Effective Time to such Party entitled to such Deferred Asset or intended to assume such Deferred Liability and (C) hold itself out (including by providing notice, as applicable) to third parties as agent or nominee on behalf of the Party entitled to such Deferred Asset or intended to assume such Deferred Liability.

(iv)    In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each Party will be deemed to have acquired beneficial ownership of all of the Assets, together with all rights and privileges incident thereto, and will be deemed to have assumed all of the Liabilities, and all duties, obligations and responsibilities incident thereto, that such Party is entitled to acquire or intended to assume pursuant to the terms of this Agreement or the applicable Ancillary Agreement, if any.

(v)    The Parties agree to treat, for all Tax purposes, any Asset or Liability that is not transferred or assumed prior to the Effective Time and which is subject to the provisions of this Section 2.2(b), as (A) owned by the Party to which such Asset was intended to be transferred or by the Party which was intended to assume such Liability, as the case may be, from and after the Effective Time, (B) having not been owned by the Party retaining such Asset or Liability, as the case may be, at any time from and after the Effective Time, and (C) having been held by the Party retaining such Asset or Liability, as the case may be, only as agent or nominee on behalf of the other Party from and after the Effective Time until the date such Asset or Liability, as the case may be, is transferred to or assumed by such other Party. The Parties will not take any position inconsistent with the foregoing unless otherwise required by applicable Law (in which case, the Parties will provide indemnification for any Taxes attributable to the Asset or Liability during the period beginning on the Distribution Date and ending on the date of the actual transfer).

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(c)    Misallocated Assets and Liabilities.

(i)    In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is the owner of, receives or otherwise comes to possess or benefit from any Asset (including the receipt of payments made pursuant to Contracts and proceeds from accounts receivable with respect to such Asset) that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate acquisition of Assets from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Asset to such member of the other Group, and such member of the other Group shall accept such Asset for no further consideration other than that set forth in this Agreement and such Ancillary Agreement. Prior to any such transfer, such Asset shall be held in accordance with Section 2.2(b).

(ii)    In the event that, at any time from and after the Effective Time, either Party discovers that it or another member of its Group is liable for any Liability that should have been allocated to a member of the other Group pursuant to this Agreement or any Ancillary Agreement (except in the case of any deliberate assumption of Liabilities from a member of the other Group for value subsequent to the Effective Time), such Party shall promptly transfer, or cause to be transferred, such Liability to such member of the other Group and such member of the other Group shall assume such Liability for no further consideration than that set forth in this Agreement and such Ancillary Agreement. Prior to any such assumption, such Liabilities shall be held in accordance with Section 2.2(b).

(d)    Instruments of Transfer and Assumption. The Parties agree that (i) transfers of Assets that may be required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferor to the transferee of (A) with respect to those Assets that constitute stock or other equity interests, certificates endorsed in blank or evidenced or accompanied by stock powers or other instruments of transfer endorsed in blank, against receipt and (B) with respect to all other Assets, such good and sufficient instruments of contribution, conveyance, assignment and transfer, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, to vest in the designated transferee all of the title and ownership interest of the transferor in and to any such Asset, and (ii) the assumptions of Liabilities required by this Agreement or any Ancillary Agreement shall be effected by delivery by the transferee to the transferor of such good and sufficient instruments of assumption, in form and substance reasonably satisfactory to the Parties, as shall be necessary, in each case, for the assumption by the transferee of such Liabilities. Each Party hereby waives compliance by each other Party and its respective Group members with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to any of the Transactions.

Section 2.3    Release of Guarantees. In furtherance of, and not in limitation of, the obligations set forth in this Agreement.

(a)    Each of WPC and NLOP shall, at the request of the other Party and with the reasonable cooperation of such other Party and the applicable member(s) of such Party’s Group, use commercially reasonable efforts to, as soon as reasonably practicable following the applicable Transactions, (i) have any member(s) of the WPC Group removed as guarantor of, indemnitor of or obligor for any NLOP Liability, including the termination and release of any Security Interest on or in any WPC Asset that may serve as collateral or security for any such NLOP Liability; and (ii) have any member(s) of the NLOP Group

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removed as guarantor of, indemnitor of or obligor for any WPC Liability, including the termination and release of any Security Interest on or in any NLOP Asset that may serve as collateral or security for any such WPC Liability.

(b)    If and to the extent required:

(i)    to obtain a release of any member of the WPC Group from a guarantee or indemnity for any NLOP Liability, NLOP or one or more members of the NLOP Group shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the termination and release of any Security Interest on or in any WPC Asset that may serve as collateral or security for any such NLOP Liability; provided, that, no such new guarantee or indemnity shall be required to the extent that the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (i) with which NLOP or the NLOP Group would be reasonably unable to comply or (ii) which NLOP or the NLOP Group would not reasonably be able to avoid breaching;

(ii)    to obtain a release of any member of the NLOP Group from a guarantee or indemnity for any WPC Liability any member of the NLOP Group, WPC or one or more members of the WPC Group shall execute a guarantee or indemnity agreement in substantially the form of the existing guarantee or indemnity or such other form as is reasonably agreed to by the relevant parties to such guarantee or indemnity agreement, which agreement shall include the termination and release of any Security Interest on or in any NLOP Asset that may serve as collateral or security for any such WPC Liability; provided, that, no such new guarantee or indemnity shall be required to the extent that the corresponding existing guarantee or indemnity contains representations, covenants or other terms or provisions either (i) with which WPC or the WPC Group would be reasonably unable to comply or (ii) which WPC or the WPC Group would not reasonably be able to avoid breaching.

(c)    Until such time as WPC or NLOP has obtained, or has caused to be obtained, any removal or release as set forth in clauses (a) and (b) of this Section 2.3, (i) the Party or the relevant member of its Group that has assumed the Liability related to such guarantee shall indemnify, defend and hold harmless the guarantor or obligor against or from any Liability (in respect of a mortgage or otherwise) arising from or relating thereto in accordance with the provisions of Article IX and shall, as agent or subcontractor for such guarantor, indemnitor or obligor, pay, perform and discharge fully all the obligations or other Liabilities (in respect of mortgages or otherwise) of such guarantor, indemnitor or obligor thereunder; and (ii) each of WPC and NLOP, on behalf of itself and the other members of their respective Group, agree not to renew or extend the term of, increase any obligations under, decrease any rights under or transfer to a third party, any loan, guarantee, lease, contract or other obligation for which the other Party or a member of its Group is or may be liable unless all obligations of such other Party and the members of such other Party’s Group with respect thereto have theretofore terminated by documentation satisfactory in form and substance to such other Party.

Section 2.4    Termination of Intercompany Agreements.

(a)    Except as set forth in Section 2.4(b), WPC, on behalf of itself and each of the other members of the WPC Group, and NLOP, on behalf of itself and each of the other members of the NLOP Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No

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such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.4. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing.

(b)    The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Distribution Date and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement):

(i)    this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement), if any;

(ii)    any confidentiality or non-disclosure agreements among any members of either Group or employees of the NLOP Advisors; and

(iii)    any agreement listed or described on Section 2.4(b) of the Disclosure Schedule.

Section 2.5    Settlement of Intercompany Account. Each Intercompany Account outstanding immediately prior to the Distribution Date (other than those set forth on Section 2.5 of the Disclosure Schedule), will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the WPC Group and the NLOP Group prior to the Effective Time, in each case, in the manner agreed to by the Parties. Each Intercompany Account outstanding immediately prior to the Distribution Date set forth on Section 2.5 of the Disclosure Schedule, if any, shall continue to be outstanding after the Distribution Date (unless previously satisfied in accordance with its terms) and thereafter shall be deemed to be, for each Party (or the relevant member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Account.

Section 2.6    Bank Accounts.

(a)    Each Party agrees to use commercially reasonable efforts to take, or cause the members of its Group to take, at the Effective Time (or such earlier time as the Parties may agree), all actions necessary to amend or substitute all contracts or agreements governing each bank and brokerage account owned by NLOP (including any WPC bank or brokerage account that is part of the NLOP Business) or any other member of the NLOP Group (collectively, the “NLOP Accounts”) and all contracts or agreements governing each bank or brokerage account owned by WPC (including any WPC bank or brokerage account that is not part of the NLOP Business) or any other member of the WPC Group (collectively, the “WPC Accounts”) so that each such NLOP Account and WPC Account, if currently linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “Linked”) to any WPC Account or NLOP Account, respectively, is de-Linked from such WPC Account or NLOP Account, respectively.

(b)    With respect to any outstanding checks issued or payments initiated by WPC, NLOP, or any of the members of their respective Groups prior to the Effective Time, such outstanding checks and payments shall be honored following the Effective Time by the Person or Group owning the account on which the check is drawn or from which the payment was initiated, respectively.

Section 2.7    Rent Allocations. The Parties further agree that no later than 60 days following the Distribution Date, WPC shall be reimbursed an aggregate of $                for certain estimated rent payable with respect to the NLOP Assets that relates to uncollected rent for the period between                ,

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2023 and the Effective Time, which shall be paid by wire transfer to an account designated by WPC in immediately available funds.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1    SEC and Other Securities Filings.

(a)    Prior to the date of this Agreement, the Parties caused the Registration Statement to be declared effective by the SEC.

(b)    Prior to the date of this Agreement, WPC caused the Information Statement to be mailed to the Record Holders.

(c)    The Parties shall cooperate in preparing, filing with the SEC and causing to become effective any other registration statements or amendments or supplements thereto that are necessary or appropriate in order to effect the Transactions, or to reflect the establishment of, or amendments to, any employee benefit plans contemplated hereby.

(d)    The Parties shall take all such action as may be necessary or appropriate under state and foreign securities or “blue sky” Laws in connection with the Transactions.

Section 3.2    NYSE Listing Application.

(a)    Prior to the date of this Agreement, the Parties caused an application for the listing on the NYSE of NLOP Common Shares to be issued to the Record Holders in the Distribution (the “NYSE Listing Application”) to be prepared and filed.

(b)    The Parties shall use commercially reasonable efforts to have the NYSE Listing Application approved, subject to official notice of issuance, as soon as reasonably practicable following the date of this Agreement.

(c)    WPC shall give the NYSE notice of the Record Date in compliance with Rule 10b-17 under the Exchange Act.

Section 3.3    Distribution Agent Agreement. On or prior to the date of this Agreement, WPC shall, if requested by the Distribution Agent, enter into a distribution agent agreement with the Distribution Agent.

Section 3.4    NLOP Advisory Agreements. On or prior to the Distribution Date, NLOP shall enter into the NLOP Advisory Agreements.

Section 3.5    Governmental Approvals and Consents. To the extent that any of the Transactions require any Governmental Approval or Consent which has not been obtained prior to the date of this Agreement, the Parties will use commercially reasonable efforts to obtain, or cause to be obtained, such Governmental Approval or Consent prior to the Effective Time.

Section 3.6    Ancillary Agreements. Prior to the Effective Time, each Party shall execute and deliver, and shall cause each applicable member of its Group to execute and deliver, as applicable, the

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NLOP Advisory Agreements and the Tax Matters Agreement, as well as such other written agreements, documents or instruments as the Parties may agree are reasonably necessary or desirable and to the effect the Transactions (collectively, the “Ancillary Agreements”).

Section 3.7    Governance Matters.

(a)    Organizational Documents. On or prior to the Distribution Date, the Parties shall take all necessary actions to adopt each of the amended and restated declaration of trust of NLOP, the amended and restated bylaws of NLOP and the amended and restated operating agreement of NLOP LLC, each substantially in the forms filed by NLOP with the SEC as exhibits to the Registration Statement.

(b)    Officers and Trustees. On or prior to the Distribution Date, the Parties shall take all necessary action so that, as of the Distribution Date, the officers and trustees of NLOP will be as set forth in the Information Statement.

ARTICLE IV

THE DISTRIBUTION

Section 4.1    Dividend to WPC. On or prior to the Distribution Date, NLOP shall issue to WPC as a stock dividend such number of NLOP Common Shares (or WPC and NLOP shall take or cause to be taken such other appropriate actions to ensure that WPC has the requisite number of NLOP Common Shares) as may be required to effect the Distribution.

Section 4.2    Delivery to Distribution Agent. Subject to Section 5.1, on or prior to the Distribution Date, WPC will authorize the Distribution Agent, for the benefit of holders of record of WPC Common Stock at the close of business on the Record Date (the “Record Holders”), to effect the book-entry transfer of all outstanding NLOP Common Shares and will instruct the Distribution Agent to effect the Distribution at the Effective Time in the manner set forth in Section 4.3.

Section 4.3    Mechanics of the Distribution.

(a)    On the Distribution Date, WPC will direct the Distribution Agent to distribute, effective as of the Effective Time, to each Record Holder, one (1) NLOP Common Share for every                (               ) shares of WPC Common Stock held by such Record Holder on the Record Date (the “Distribution Ratio”), subject to Section 4.3(b). All such NLOP Common Shares to be so distributed shall be distributed as uncertificated shares registered in book-entry form through the direct registration system. No certificates therefor shall be distributed. All of the NLOP Common Shares distributed in the Distribution will be validly issued, fully paid and non-assessable.

(b)    Record Holders who, after aggregating the number of NLOP Common Shares (or fractions thereof) to which such Record Holder would be entitled on the Record Date, would be entitled to receive a fraction of a NLOP Common Share in the Distribution, will receive cash in lieu of fractional shares. Fractional NLOP Common Shares will not be distributed in the Distribution nor credited to book-entry accounts. The Distribution Agent shall, as soon as practicable after the Distribution Date (i) determine the number of whole shares and fractional shares of NLOP Common Shares allocable to each Record Holder, (ii) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of the Record Holders who would

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otherwise be entitled to fractional share interests, and (iii) distribute to each such Record Holder such holder’s ratable share of the net proceeds of such sale, based upon the average gross selling price per share of NLOP Common Shares after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. NLOP shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent. None of WPC, NLOP or the applicable Distribution Agent will guarantee any minimum sale price for the fractional NLOP Common Shares. Neither WPC nor NLOP will pay any interest on the proceeds from the sale of fractional shares. The Distribution Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of WPC or NLOP. Any NLOP Common Shares or cash in lieu of fractional shares with respect to NLOP Common Shares that remain unclaimed by any Record Holder after the Distribution Date shall be the responsibility of NLOP, and any such Record Holder shall look only to NLOP, not WPC, for such NLOP Common Shares and/or cash, if any, in lieu of fractional share interests, subject in each case to applicable escheat or other abandoned property laws.

(c)    Notwithstanding any other provision of this Agreement, WPC, the Distribution Agent or any Person that is a withholding agent under applicable Law shall be entitled to deduct and withhold from any consideration distributable or payable hereunder the amounts required to be deducted and withheld under the Code, or any provision of any U.S. federal, state, local or foreign Tax Law. Any amounts so withheld shall be paid over to the appropriate Tax Authority in the manner prescribed by Law. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made. An applicable withholding agent may collect the deducted or withheld amounts by reducing to cash a sufficient portion of the NLOP Common Shares that a Person would otherwise receive, and may require that such Person bear the brokerage or other costs from this withholding procedure.

ARTICLE V

CONDITIONS

Section 5.1    Conditions Precedent to Consummation of the Distribution. The Distribution shall not be effected unless and until the following conditions have been satisfied or waived by WPC, in its sole and absolute discretion, at or before the Effective Time:

(a)    the Separation shall have occurred;

(b)    the NLOP Financing Arrangements shall have been executed and the conditions for borrowing thereunder satisfied, and $                million from the borrowings under the NLOP Financing Arrangements shall have been transferred to WPC, in each case in accordance with Section 2.1 of the Disclosure Schedule;

(c)    the board of directors of WPC shall have declared the Distribution, which declaration may be made or withheld at its sole and absolute discretion;

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(d)    the Registration Statement shall have been declared effective by the SEC, with no stop order in effect with respect thereto, and no proceedings for such purpose shall be pending before, or threatened by, the SEC;

(e)    WPC shall have mailed the Information Statement (and such other information concerning NLOP, the Distribution and such other matters as the Parties shall determine and as may otherwise be required by Law) to the Record Holders;

(f)    all other actions and filings necessary or appropriate under applicable federal or state securities Laws and state blue sky Laws in connection with the Transactions shall have been taken;

(g)    WPC shall not be required to register as an investment company under the Investment Company Act;

(h)    NLOP shall not be required to register as an investment company under the Investment Company Act;

(i)    the NYSE shall have approved the NYSE Listing Application, subject to official notice of issuance;

(j)    the Ancillary Agreements, including the NLOP Advisory Agreements and the Tax Maters Agreement, shall have been executed and delivered by each of the parties thereto and no party to any of the Ancillary Agreements will be in material breach of any such agreement;

(k)    any material Governmental Approvals and Consents necessary to consummate the Transactions or any portion thereof shall have been obtained and be in full force and effect;

(l)    no preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no Law shall be in effect preventing the consummation of, or materially limiting the benefits of, the Transactions; and

(m)    no other event or development shall have occurred or failed to occur that, in the judgment of the board of directors of WPC, exercised in its sole discretion, prevents the consummation of the Transactions or any portion thereof or makes the consummation of the Transactions inadvisable.

Section 5.2    Right Not to Close. Each of the conditions set forth in Section 5.1 is for the benefit of WPC, and the board of directors of WPC may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part. Any determination made by the board of directors of WPC concerning the satisfaction or waiver of any or all of the conditions in Section 5.1 will be conclusive and binding on the Parties. The satisfaction of the conditions set forth in Section 5.1 will not create any obligation on the part of WPC to any other Person to effect any of the Transactions or in any way limit WPC’s right to terminate this Agreement and the Ancillary Agreements as set forth in Section 11.1 or alter the consequences of any termination from those specified in Section 11.2.

ARTICLE VI

NO REPRESENTATIONS OR WARRANTIES

Section 6.1    Disclaimer of Representations and Warranties. EACH PARTY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS GROUP) UNDERSTANDS AND AGREES

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THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT OR IN ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED BY THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, NO PARTY IS REPRESENTING OR WARRANTING IN ANY WAY AS TO (A) THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, (B) ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, (C) THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, OR ANY OTHER MATTER CONCERNING, ANY ASSETS OF ANY PARTY, (D) THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ACCOUNTS RECEIVABLE, OF ANY PARTY, OR (E) THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER OR THEREUNDER TO CONVEY TITLE TO ANY ASSET UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF.

Section 6.2    As Is, Where Is. EACH PARTY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF ITS GROUP) UNDERSTANDS AND AGREES THAT ALL ASSETS TRANSFERRED PURSUANT TO THIS AGREEMENT OR ANY ANCILLARY AGREEMENT ARE BEING TRANSFERRED “AS IS, WHERE IS.”

ARTICLE VII

CERTAIN COVENANTS AND ADDITIONAL AGREEMENTS

Section 7.1    Insurance Matters.

(a)    Prior to the Distribution Date, WPC and NLOP shall use commercially reasonable efforts to obtain separate Insurance Policies for NLOP related to all applicable currently existing WPC Insurance Policies on commercially reasonable terms (it being understood that NLOP shall be responsible for all premiums, costs and fees associated with any new insurance policies placed for the benefit of NLOP pursuant to this Section 7.1).

(b)    From and after the Effective Time, (i) WPC shall be entitled to terminate, or cause to be terminated, coverage under existing insurance policies with respect to the NLOP Assets, NLOP Liabilities, WPC Assets, and WPC Liabilities, (ii) WPC shall be entitled to cause the WPC Assets and WPC Liabilities to be covered by existing or new insurance policies of the WPC Group, and (iii) NLOP shall cause the NLOP Assets and the NLOP Liabilities to be covered by existing or new insurance policies of the NLOP Group.

(c)    This Agreement shall not be considered as an attempted assignment of any policy of insurance or as a contract of insurance and shall not be construed to waive any right or remedy of any member of either Group in respect of any insurance policy or any other contract or policy of insurance.

(d)    From and after the Effective Time, with respect to any losses, damages and Liability incurred by any member of the NLOP Group or the WPC Group, as the case may be (the “Loss Party”), arising from events or occurrences prior to the date on which the Effective Time occurs (“Insurance Termination Date”), WPC or NLOP, respectively (the “Insured Party”), will provide the Loss Party with access to, and the Loss Party may, upon ten (10) days’ prior written notice to the Insured Party, make claims under the Insured Party’s third-party insurance policies in place prior to the Insurance Termination Date and the Insured Party’s historical policies of insurance, but solely to the extent that such policies

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provided coverage for members of the Loss Party’s Group prior to the Insurance Termination Date; provided that such access to, and the right to make claims under, such insurance policies, shall be subject to the terms and conditions of such insurance policies, including any limits on coverage or scope, any deductibles and other fees and expenses, and shall be subject to the following additional conditions:

(i)    the Loss Party shall report any claim to the Insured Party as promptly as practicable, and in any event in sufficient time so that such claim may be made in accordance with the Insured Party’s claim reporting procedures provided in advance to the Loss Party and in effect immediately prior to the Insurance Termination Date (or in accordance with any modifications to such procedures after the Insurance Termination Date communicated by the Insured Party to the Loss Party in writing in advance of any such claim);

(ii)    the Loss Party and the members of its Group shall exclusively bear and be liable for (and neither the Insured Party, nor any member of its Group, shall have any obligation to repay or reimburse Loss Party or any member of its Group for), and shall indemnify, hold harmless and reimburse the Insured Party and the members of its Group for, any deductibles, self-insured retention, fees and expenses incurred by the Insured Party or any members of its Group to the extent resulting from any access by the Loss Party or any other members of its Group to, or any claims made by the Loss Party or any other members of its Group under, any insurance provided pursuant to this Section 7.1(d), including any indemnity payments, settlements, judgments, legal fees and allocated claims expenses and claim handling fees, whether such claims are made by members of the Loss Party’s Group, its employees or third parties; and

(iii)    any payments and reimbursements by the Loss Party pursuant to this Section 7.1(d) will be made within thirty (30) days after the Loss Party’s receipt of an invoice therefor from the Insured Party. If the Insured Party incurs costs to enforce the Loss Party’s obligations herein, the Loss Party agrees to indemnify and hold harmless the Insured Party for such enforcement costs, including reasonable attorneys’ fees. The Insured Party shall retain the exclusive right to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes with respect to any of its insurance policies and programs and to amend, modify or waive any rights under any such insurance policies and programs, notwithstanding whether any such policies or programs apply to any Loss Party Liabilities and/or claims the Loss Party has made or could make in the future, and no member of the Loss Party’s Group shall erode, exhaust, settle, release, commute, buyback or otherwise resolve disputes with the Insured Party’s insurers with respect to any of the Insured Party’s insurance policies and programs, or amend, modify or waive any rights under any such insurance policies and programs. The Loss Party shall cooperate with the Insured Party and share such information as is reasonably necessary in order to permit the Insured Party to manage and conduct its insurance matters as it deems appropriate. Neither the Insured Party nor any of the members of the Insured Party’s Group shall have any obligation to secure extended reporting for any claims under any Liability policies of the Insured Party or any member of the Insured Party’s Group for any acts or omissions by any member of the Loss Party’s Group incurred prior to the Insurance Termination Date.

Section 7.2    No Restrictions on Post-Closing Competitive Activities; Corporate Opportunities.

(a)    Each of the Parties agrees that this Agreement shall not include any non-competition or other similar restrictive arrangements with respect to the range of business activities that may be conducted, or investments that may be made, by the Groups. Accordingly, each of the Parties acknowledges and agrees that nothing set forth in this Agreement shall be construed to create any explicit or implied restriction or other limitation on the ability of any Group to engage in any business or other

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activity that overlaps or competes with the business of the other Group. Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (x) each Group shall have the right to, and shall have no duty to abstain from exercising such right to, (i) engage or invest, directly or indirectly, in the same, similar or related business activities or lines of business as the other Group, (ii) make investments in the same or similar types of investments as the other Group, (iii) do business with any client, customer, vendor or lessor of any of the other Group or (iv) employ or otherwise engage any officer, trustee, director or employee of the other Group, and (y) neither Party or Group, nor any officer, trustee or director thereof, shall be liable to the other Party or Group or its stockholders for breach of any fiduciary duty by reason of any such activities of such Party or Group or of any such Person’s participation therein.

(b)    Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, and except as WPC and each other member of the WPC Group, on the one hand, and NLOP and each other member of the NLOP Group, on the other hand, may otherwise agree in writing, the Parties hereby acknowledge and agree that if any Person that is a member of a Group, including any officer, trustee or director thereof, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, neither the other Group nor its stockholders shall have an interest in, or expectation that, such corporate opportunity be offered to it or that it be offered an opportunity to participate therein, and any such interest, expectation, offer or opportunity to participate, and any other interest or expectation otherwise due to such Group with respect to such corporate opportunity, is hereby renounced by such Group on its behalf and on behalf of its stockholders. Accordingly, subject to Section 7.2(c) and except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, (i) neither Group nor any officer, trustee or director thereof will be under any obligation to present, communicate or offer any such corporate opportunity to the other Group and (ii) each Group has the right to hold any such corporate opportunity for their own account, or to direct, recommend, sell, assign or otherwise transfer such corporate opportunity to any Person or Persons other than the other Group, and, to the fullest extent permitted by Law, neither Group nor the officers, trustees or directors thereof shall have or be under any fiduciary duty, duty of loyalty or duty to act in good faith or in the best interests of the other Group and its stockholders and shall not be liable to the other Group and its stockholders for any breach or alleged breach thereof or for any derivation of personal economic gain by reason of the fact that such Group or any of its officers, trustees or directors pursues or acquires the corporate opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the corporate opportunity to another Person, or such Group and its officers, trustees or directors does not present, offer or communicate information regarding the corporate opportunity to the other Group.

(c)    Except as expressly provided herein, in the Ancillary Agreements, or in WPC or NLOP’s conflicts of interest policies, and except as WPC and each other member of the WPC Group, on the one hand, and NLOP and each other member of the NLOP Group, on the other hand, may otherwise agree in writing, the Parties hereby acknowledge and agree that in the event that a trustee, director or officer of either Group who is also a trustee, director or officer of the other Group acquires knowledge of a potential transaction or matter that may be a corporate opportunity or is offered a corporate opportunity, if (i) such Person acts in good faith and (ii) such knowledge of such potential transaction or matter was not obtained solely in connection with, or such corporate opportunity was not offered to such Person solely in, such Person’s capacity as trustee, director or officer of either Group, then (A) such trustee, director or officer, to the fullest extent permitted by Law, (1) shall be deemed to have fully satisfied and fulfilled such Person’s fiduciary duty to each Group and their stockholders with respect to such corporate opportunity, (2) shall not have or be under any fiduciary duty to either Group or their stockholders and shall not be liable to either Group or their stockholders for any breach or alleged breach thereof by reason of the fact

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that the other Group pursues or acquires the corporate opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the corporate opportunity to another Person, or either Group or such trustee, director or officer does not present, offer or communicate information regarding the corporate opportunity to the other Group, (3) shall be deemed to have acted in good faith and in a manner such Person reasonably believes to be in, and not opposed to, the best interests of each Group and its stockholders and (4) shall not have any duty of loyalty to the other Group and its stockholders or any duty not to derive any personal benefit therefrom and shall not be liable to the other Group or its stockholders for any breach or alleged breach thereof and (B) such potential transaction or matter that may be a corporate opportunity, or the corporate opportunity, shall belong to the applicable Group (and not to the other Group).

(d)    Except as expressly provided herein, in WPC’s or NLOP’s conflicts of interest policies, or in the Ancillary Agreements, if the NLOP Advisors acquire knowledge of a potential transaction or matter that may be a corporate opportunity for either or both Groups, neither the NLOP Advisors, nor any agent or advisor thereof, shall have any duty to communicate or present such corporate opportunity to either Group and shall not be liable to either Group or to their stockholders for breach of any fiduciary duty by reason of the fact that the NLOP Advisors pursue or acquire the corporate opportunity for itself, or directs, recommends, sells, assigns or otherwise transfers the corporate opportunity to either Group or another Person, or does not present such corporate opportunity to either Group.

(e)    For the purposes of this Section 7.2, “corporate opportunities” of a Group shall include business opportunities that such Group is financially able to undertake, that are, by their nature, in a line of business of such Group, are of practical advantage to it and are ones in which any member of the Group has an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of a Person or any of its officers, trustees or directors will be brought into conflict with that of such Group.

Section 7.3    Cooperation. Each of the Parties shall establish an appropriate administration system in order to handle in an orderly manner the vesting of any restricted NLOP Common Shares received in the Distribution that relate to shares of restricted WPC Common Stock. The Parties shall work together to unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable entity’s data and records in respect of such awards are correct and updated on a timely basis. The foregoing shall include, as applicable, employment status and information required for tax withholding/remittance and reporting, compliance with trading windows and compliance with the requirements of the Exchange Act and other applicable laws.

ARTICLE VIII

ACCESS TO INFORMATION; CONFIDENTIALITY; PRIVILEGE

Section 8.1    Agreement for Exchange of Information.

(a)    For a period (the “Period”) of three (3) years following the Distribution Date or until the termination of both of the NLOP Advisory Agreements, whichever is longer, as soon as reasonably practicable after written request: (i) WPC shall afford to any member of the NLOP Group and their authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the NLOP Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the WPC Group immediately following the Distribution Date that relates to any member of the NLOP Group or the NLOP Assets and (ii) NLOP shall afford to any member of the WPC Group and their

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authorized accountants, counsel and other designated representatives reasonable access during normal business hours to, or, at the WPC Group’s expense, provide copies of, all books, records, Contracts, instruments, data, documents and other information in the possession or under the control of any member of the NLOP Group immediately following the Distribution Date that relates to any member of the WPC Group or the WPC Assets; provided, however, that in the event that NLOP or WPC, as applicable, determine that any such provision of or access to any information in response to a request under this Section 8.1(a) would be commercially detrimental in any material respect, violate any Law or agreement or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures to permit compliance with such request in a manner that avoids any such harm or consequence; provided, further, that to the extent specific information-sharing or knowledge-sharing provisions are contained in any of the Ancillary Agreements, such other provisions (and not this Section 8.1(a)) shall govern; provided, further, that the Period shall be extended with respect to requests related to any third party litigation or other dispute filed prior to the end of such period until such litigation or dispute is finally resolved.

(b)    Without limiting the generality of Section 8.1(a), until the end of the first full fiscal year following the Distribution Date (and for a reasonable period of time thereafter as required for any party to prepare consolidated financial statements or complete a financial statement audit for the fiscal year during which the Distribution Date occurs), NLOP shall use its commercially reasonable efforts to cooperate with any requests from any member of the WPC Group pursuant to Section 8.1(a) and WPC shall use its commercially reasonable efforts to cooperate with any requests from any member of the NLOP Group pursuant to Section 8.1(a), in each case to enable the requesting Party to meet its timetable for dissemination of its earnings releases and financial statements and to enable such requesting party’s auditors to timely complete their audit of the annual financial statements and review of the quarterly financial statements.

Section 8.2    Ownership of Information. Any information owned by any Person as of the Effective Time that is provided pursuant to Section 8.1(a) shall be deemed to remain the property of the providing Person. Unless specifically set forth herein, nothing contained in this Agreement shall be construed to grant or confer rights of license or otherwise to the requesting Person with respect to any such information.

Section 8.3    Compensation for Providing Information. A Person requesting information pursuant to Section 8.1(a) agrees to reimburse the providing Person for the actual expenses, if any, of gathering and copying such information, to the extent that such expenses are incurred for the benefit of the requesting Person.

Section 8.4    Retention of Records. To facilitate the exchange of information pursuant to this Article VIII after the Distribution Date, for the duration of the Period, except as otherwise required or agreed in writing, the Parties agree to use commercially reasonable efforts to retain, or cause to be retained, all information in their, or any member of their Group’s, respective possession or control on the Distribution Date in accordance with the records retention policies and procedures of WPC as in effect on the Distribution Date or modified in good faith thereafter.

Section 8.5    Limitation of Liability. No Person required to provide information under this Article VIII shall have any Liability (a) if any historical information provided pursuant to this Article VIII is found to be inaccurate or incomplete, in the absence of gross negligence or willful misconduct by such Person, or (b) if any information is lost or destroyed despite using commercially reasonable efforts to comply with the provisions of Section 8.4.

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Section 8.6    Production of Witnesses. At all times from and after the Distribution Date, upon reasonable advance request:

(a)    NLOP shall use commercially reasonable efforts to make available, or cause to be made available, to any member of the WPC Group, the trustees, the directors, officers, employees and agents of any member of the NLOP Group as witnesses to the extent that the same may reasonably be required by the requesting party (giving consideration to business demands of such trustees, directors, officers, employees and agents) in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved, except in the case of any action, suit or proceeding in which any member of the NLOP Group is adverse to any member of the WPC Group; and

(b)    WPC shall use commercially reasonable efforts to make available, or cause to be made available, to any member of the NLOP Group, the trustees, the directors, officers, employees and agents of any member of the WPC Group as witnesses to the extent that the same may reasonably be required by the requesting party (giving consideration to business demands of such trustees, directors, officers, employees and agents) in connection with any legal, administrative or other proceeding in which the requesting party may from time to time be involved, except in the case of any action, suit or proceeding in which any member of the WPC Group is adverse to any member of the NLOP Group.

Section 8.7    Confidentiality.

(a)    NLOP (on behalf of itself and each other member of its Group) and WPC (on behalf of itself and each other member of its Group) shall hold, and shall cause each of their respective Affiliates to hold, and each of the foregoing shall cause their respective trustees, directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, for any purpose other than as expressly permitted pursuant to this Agreement or the Ancillary Agreements, any and all Confidential Information concerning any member of the other Group without the prior written consent of such member of the other Group; provided, that each Party and the members of its Group may disclose, or may permit disclosure of, such Confidential Information (i) to other members of their Group and their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors (including the NLOP Advisors, as applicable) who have a need to know such information for purposes of performing services for a member of such Group and who are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, such Party will be responsible, (ii) if it or any of its Affiliates are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, or (iii) as necessary in order to permit such Party to prepare and disclose its financial statements, or other disclosures required by Law or such applicable stock exchange. Notwithstanding the foregoing, in the event that any demand or request for disclosure of Confidential Information is made pursuant to the foregoing clause (ii) above, the Party requested to disclose Confidential Information concerning a member of the other Group, shall, to the extent legally permissible, promptly notify such member of the other Group of the existence of such request or demand and, to the extent commercially practicable and legally permissible, shall provide such member of the other Group thirty (30) days (or such lesser period as is commercially practicable and legally permissible) to seek an appropriate protective order or other remedy, which the Parties will cooperate in obtaining at the sole cost of the Party seeking such protective order or remedy. In the event that such appropriate protective order or other remedy is not obtained, the Party that is required to disclose Confidential Information about a member of the Group shall furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall use commercially reasonable efforts to ensure that confidential treatment is accorded such information.

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(b)    Notwithstanding anything to the contrary set forth herein, the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information of any member of the other Group if they exercise the same degree of care (but no less than a reasonable degree of care) as they exercise to preserve confidentiality for their own similar Confidential Information.

(c)    Upon the written request of a Party or a member of its Group, the other Party shall take, and shall cause the applicable members of its Group to take, reasonable steps to promptly (i) deliver to the requesting Person all original copies of Confidential Information (whether written or electronic) concerning the requesting Person or any member of its Group that is in the possession of the other Party or any member of its Group and (ii) if specifically requested by the requesting Person, destroy (as to electronic Confidential Information, to the extent practical) any copies of such Confidential Information (including any extracts therefrom), unless such delivery or destruction would violate any Law; provided, that the other Party shall not be obligated to destroy Confidential Information that is required by or relates to the business of the other Party or any member of its Group and shall be permitted to retain copies of Confidential Information to the extent necessary to comply with legal, regulatory, audit or document retention policies. Upon the written request of the requesting Person, the other Party shall, or shall cause another member of its Group to cause, its duly authorized officers to certify in writing to the requesting party that the requirements of the preceding sentence have been satisfied in full.

Section 8.8    Privileged Matters.

(a)    Pre-Distribution Services. The Parties recognize that legal and other professional services that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of the Parties and their Affiliates, and that each of the Parties should be deemed to be the client with respect to such pre-Distribution services for the purposes of asserting all privileges that may be asserted under applicable Law.

(b)    Post-Distribution Services. The Parties recognize that legal and other professional services will be provided following the Effective Time that will be rendered solely for the benefit of NLOP and its Affiliates or WPC and its Affiliates, as the case may be. With respect to such post-Distribution services, the Parties agree as follows:

(i)    WPC shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the WPC Assets, whether or not the privileged information is in the possession of or under the control of WPC or NLOP. WPC shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting WPC Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the WPC Group, whether or not the privileged information is in the possession of or under the control of WPC or NLOP; and

(ii)    NLOP shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the NLOP Assets, whether or not the privileged information is in the possession of or under the control of WPC or NLOP. NLOP shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting NLOP Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the NLOP Group,

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whether or not the privileged information is in the possession of or under the control of WPC or NLOP.

(c)    The Parties agree that they shall have a shared privilege, with equal right to assert or waive, subject to the restrictions in this Section 8.8, with respect to all privileges not allocated pursuant to the terms of Section 8.8(b). NLOP may not waive, and shall cause each other member of the NLOP Group not to waive, any privilege that could be asserted by a member of the WPC Group under any applicable Law, and in which a member of the WPC Group has a shared privilege, without the consent of WPC, which consent shall not be unreasonably withheld, conditioned or delayed or as provided in Section 8.8(d) or Section 8.8(e) below. WPC may not waive, and shall cause each other member of the WPC Group not to waive, any privilege that could be asserted by a member of the NLOP Group under any applicable Law, and in which a member of the NLOP Group has a shared privilege, without the consent of NLOP, which consent shall not be unreasonably withheld, conditioned or delayed or as provided in Section 8.8(d) or Section 8.8(e) below.

(d)    In the event of any litigation or dispute between or among NLOP and WPC, or any members of their respective Groups, the Parties may waive a privilege in which a member of the other Group has a shared privilege, without obtaining the consent from any other party; provided, that such waiver of a shared privilege shall be effective only as to the use of information with respect to the litigation or dispute between the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third parties.

(e)    If a dispute arises between or among NLOP and WPC, or any members of their respective Groups, regarding whether a privilege should be waived to protect or advance the interest of a party, each Party agrees that it shall negotiate in good faith, shall endeavor to minimize any prejudice to the rights of such party and shall not withhold consent to any request for waiver by such party except to protect its own legitimate interests or the legitimate interests of any other member of its Group.

(f)    Upon receipt by either Party, or by any member of its Group, of any subpoena, discovery or other request which requires the production or disclosure of information which such Party knows is subject to a shared privilege or as to which a member of the other Group has the sole right hereunder to assert or waive a privilege, or if either Party obtains knowledge that any of its or any other member of its Group’s current or former trustees, directors, officers, agents or employees have received any subpoena, discovery or other requests which requires the production or disclosure of such privileged information, such Party shall, to the extent legally permissible, promptly notify the other Party of the existence of the request and shall provide the other Party a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 8.8 or otherwise to prevent the production or disclosure of such privileged information.

(g)    The access to information being granted pursuant to Section 8.1, the agreement to provide witnesses and individuals pursuant to Section 8.6 hereof, and the transfer of privileged information between and among the Parties and the members of their respective Groups pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement, any of the Ancillary Agreements or otherwise.

Section 8.9    Financial Information Certifications. The Parties agree to reasonably cooperate with each other in such manner as is necessary to enable the principal executive officer or officers, principal financial officer or officers and controller or controllers of each of the Parties to make the certifications required of them under Sections 302, 404 and 906 of the Sarbanes-Oxley Act of 2002.

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ARTICLE IX

MUTUAL RELEASES; INDEMNIFICATION

Section 9.1    Release of Pre-Distribution Claims.

(a)    Except as provided in Section 9.1(c), effective as of the Effective Time, NLOP does hereby, for itself and each other member of the NLOP Group, release and forever discharge each WPC Indemnitee, from any and all Liabilities whatsoever to any member of the NLOP Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Transactions.

(b)    Except as provided in Section 9.1(c), effective as of the Effective Time, WPC does hereby, for itself and each other member of the WPC Group, release and forever discharge each NLOP Indemnitee from any and all Liabilities whatsoever to any member of the WPC Group, whether at law or in equity (including any right of contribution), whether arising under any Contract, by operation of Law or otherwise, existing or arising from any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed at or before the Effective Time, including in connection with the Transactions.

(c)    Nothing contained in Section 9.1(a) or Section 9.1(b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any agreements, arrangements, commitments or understandings that are specified in, or contemplated to continue pursuant to, this Agreement or any Ancillary Agreement. Without limiting the foregoing, nothing contained in Section 9.1(a) or Section 9.1(b) shall release any Person from:

(i)    any Liability, contingent or otherwise, assumed by, or allocated to, such Person in accordance with this Agreement or any Ancillary Agreement;

(ii)    any Liability that such Person may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement for claims brought by third Persons, which Liability shall be governed by the provisions of this Article IX and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iii)    any unpaid accounts payable or receivable arising from or relating to the sale, provision, or receipt of goods, payment for goods, property or services purchased, obtained or used in the ordinary course of business by any member of the WPC Group from any member of the NLOP Group, or by any member of the NLOP Group from any member of the WPC Group from and after the Effective Time; or

(iv)    any Liability the release of which would result in the release of any Person other than an Indemnitee; provided, that the Parties agree not to bring suit, or permit any other member of their respective Group to bring suit, against any Indemnitee with respect to such Liability.

(d)    NLOP shall not make, and shall not permit any other member of the NLOP Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or indemnification, against any WPC Indemnitee with respect to any Liabilities released pursuant to Section 9.1(a). WPC shall not make, and shall not permit any member of the WPC

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Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against any NLOP Indemnitee with respect to any Liabilities released pursuant to Section 9.1(b).

Section 9.2    Indemnification by NLOP. Except as provided in Section 9.4 and Section 9.5, NLOP shall, and, in the case of Section 9.2(a) or Section 9.2(b), shall in addition cause each Appropriate Member of the NLOP Group to, indemnify, defend and hold harmless the WPC Indemnitees from and against any and all Losses of the WPC Indemnitees relating to, arising out of or resulting from any of the following (without duplication):

(a)    any NLOP Liability, including the failure of any member of the NLOP Group or any other Person to pay, perform or otherwise promptly discharge any NLOP Liabilities in accordance with their respective terms, whether prior to, at or after the Effective Time;

(b)    any breach by any member of the NLOP Group of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein;

(c)    any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the Registration Statement or the Information Statement other than information that relates solely to the WPC Assets;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date; provided, however, that no member of the NLOP Group shall have any obligation under this Article IX to indemnify any member of the WPC Group against any Losses to the extent that such Losses arise by virtue of a breach of this Agreement by a member of the WPC Group or the gross negligence, willful misconduct or fraud of any member of the WPC Group. As used in this Section 9.2, “Appropriate Member of the NLOP Group” means the member or members of the NLOP Group, if any, whose acts, conduct or omissions or failures to act caused, gave rise to or resulted in the Loss from and against which indemnity is provided.

Section 9.3    Indemnification by WPC. Except as provided in Section 9.4 and Section 9.5, WPC shall, and, in the case of Section 9.3(a) or Section 9.3(b), shall in addition cause each Appropriate Member of the WPC Group to, indemnify, defend and hold harmless the NLOP Indemnitees from and against any and all Losses of the NLOP Indemnitees relating to, arising out of or resulting from any of the following (without duplication):

(a)    any WPC Liability, including the failure of any member of the WPC Group or any other Person to pay, perform or otherwise promptly discharge any WPC Liabilities in accordance with their respective terms, whether prior to, at or after the Effective Time;

(b)    any breach by any member of the WPC Group of any provision of this Agreement or of any of the Ancillary Agreements, subject to any limitations of liability provisions and other provisions applicable to any such breach set forth therein; and

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(c)    any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, solely with respect to information contained in the Registration Statement or the Information Statement that relates solely to the WPC Assets;

in each case, regardless of when or where the loss, claim, accident, occurrence, event or happening giving rise to the Loss took place, or whether any such loss, claim, accident, occurrence, event or happening is known or unknown, or reported or unreported and regardless of whether such loss, claim, accident, occurrence, event or happening giving rise to the Loss existed prior to, on or after the Distribution Date or relates to, arises out of or results from actions, inactions, events, omissions, conditions, facts or circumstances occurring or existing prior to, on or after the Distribution Date; provided, however, that no member of the WPC Group shall have any obligation under this Article IX to indemnify any member of the NLOP Group against any Losses to the extent that such Losses arise by virtue of a breach of this Agreement by a member of the NLOP Group or the gross negligence, willful misconduct or fraud of any member of the NLOP Group. As used in this Section 9.3, “Appropriate Member of the WPC Group” means the member or members of the WPC Group, if any, whose acts, conduct or omissions or failures to act caused, gave rise to or resulted in the Loss from and against which indemnity is provided.

Section 9.4    Procedures for Indemnification.

(a)    An Indemnitee shall give prompt notice of any matter that such Indemnitee has determined has given or would reasonably be expected to give rise to a right of indemnification under this Agreement or any Ancillary Agreement (other than a Third-Party Claim which shall be governed by Section 9.4(b)) to any Party that is or may be required pursuant to this Agreement or any Ancillary Agreement to make such indemnification (the “Indemnifying Party”) promptly (and in any event within fifteen (15) days) after making such a determination. Such notice shall state the amount of the Loss claimed, if known, and method of computation thereof, and contain a reference to the provisions of this Agreement or the applicable Ancillary Agreement in respect of which such right of indemnification is claimed by such Indemnitee; provided, however, that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

(b)    If a claim or demand is made against an Indemnitee by any Person who is not a Party to this Agreement or an Affiliate of a Party (a “Third-Party Claim”) as to which such Indemnitee is or reasonably expects to be entitled to indemnification pursuant to this Agreement, such Indemnitee shall promptly notify the Indemnifying Party in writing, and in reasonable detail, of the Third-Party Claim (and in any event within thirty (30) days) after receipt by such Indemnitee of written notice of the Third-Party Claim; provided, however, that the failure to provide notice of any such Third-Party Claim pursuant to this sentence shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure (except that the Indemnifying Party or Parties shall not be liable for any expenses incurred by the Indemnitee in defending such Third-Party Claim during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall promptly deliver to the Indemnifying Party (and in any event within ten (10) days) after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third-Party Claim.

(c)    An Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, which counsel must be reasonably acceptable to the Indemnitee,

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if it gives written notice of its intention to do so (including a statement that the Indemnitee is entitled to indemnification under this Article IX) to the applicable Indemnitees within thirty (30) days of the receipt of notice from such Indemnitees of the Third-Party Claim (failure of the Indemnifying Party to respond within such thirty (30) day period shall be deemed to be an election by the Indemnifying Party not to assume the defense for such Third-Party Claim). After a notice from an Indemnifying Party to an Indemnitee of its election to assume the defense of a Third-Party Claim, such Indemnitee shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses and information in such Indemnitee’s possession or under such Indemnitee’s control relating thereto as are reasonably required by the Indemnifying Party; provided, however, that such access shall not require the Indemnitee to disclose any information the disclosure of which would, in the good faith judgment of the Indemnitee, result in the loss of any existing privilege with respect to such information or violate any applicable Law.

(d)    Notwithstanding anything to the contrary in this Section 9.4, in the event that (i) an Indemnifying Party elects not to assume the defense of a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the Indemnitee, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnitee, (iv) the Indemnitee’s exposure to Liability in connection with such Third-Party Claim is reasonably expected to exceed the Indemnifying Party’s exposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder, or (v) the Person making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnitee or any of its material Assets, such Indemnitee shall be entitled to control the defense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnitee’s choosing (such counsel to be reasonably acceptable to the Indemnifying Party). If the Indemnitee is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnitee in such defense and make available to the Indemnitee all witnesses and information in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnitee; provided, however, that such access shall not require the Indemnifying Party to disclose any information the disclosure of which would, in the good faith judgment of the Indemnifying Party, result in the loss of any existing privilege with respect to such information or violate any applicable Law.

(e)    Unless the Indemnifying Party has failed to assume the defense of the Third-Party Claim in accordance with the terms of this Agreement, no Indemnitee may settle or compromise any Third-Party Claim without the consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed). If an Indemnifying Party has failed to assume the defense of the Third-Party Claim, it shall not be a defense to any obligation to pay any amount in respect of such Third-Party Claim that the Indemnifying Party was not consulted in the defense thereof, that such Indemnifying Party’s views or opinions as to the conduct of such defense were not accepted or adopted, that such Indemnifying Party does not approve of the quality or manner of the defense thereof or that such Third-Party Claim was incurred by reason of a settlement rather than by a judgment or other determination of liability.

(f)    In the case of a Third-Party Claim, no Indemnifying Party shall consent to entry of any judgment or enter into any settlement of the Third-Party Claim without the consent (not to be unreasonably withheld, conditioned or delayed) of the Indemnitee if the effect thereof is to permit any injunction, declaratory judgment, other order or other non-monetary relief to be entered, directly or indirectly, against any Indemnitee, does not release the Indemnitee from all liabilities and obligations with

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respect to such Third-Party Claim or includes an admission of guilt or liability on behalf of the Indemnitee.

(g)    Absent fraud or intentional misconduct by an Indemnifying Party, the indemnification provisions of this Article IX shall be the sole and exclusive remedy of an Indemnitee for any monetary or compensatory damages or Losses resulting from any breach of this Agreement or any Ancillary Agreement, and each Indemnitee expressly waives and relinquishes any and all rights, claims or remedies such Person may have with respect to the foregoing other than under this Article IX against any Indemnifying Party.

Section 9.5    Indemnification Obligations Net of Insurance Proceeds. The Parties intend that any Loss subject to indemnification or reimbursement pursuant to this Article IX (an “Indemnifiable Loss”) will be net of Insurance Proceeds that actually reduce the amount of the Loss. Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnitee will be reduced by any Insurance Proceeds actually recovered by or on behalf of the Indemnitee in reduction of the related Loss. If an Indemnitee receives a payment (an “Indemnity Payment”) required by this Agreement from an Indemnifying Party in respect of any Loss and subsequently receives Insurance Proceeds to which the Indemnitee is entitled, the Indemnitee will pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payments received over the amount of the Indemnity Payments that would have been due if the Insurance Proceeds recovery had been received, realized or recovered before the Indemnity Payments were made. The Indemnitee shall use and cause its Affiliates to use commercially reasonable efforts to recover any Insurance Proceeds to which the Indemnitee is entitled with respect to any Indemnifiable Loss. The existence of a claim by an Indemnitee for insurance proceeds or against a third party in respect of any Indemnifiable Loss shall not, however, delay any payment pursuant to the indemnification provisions contained in this Article IX and otherwise determined to be due and owing by an Indemnifying Party; rather, the Indemnifying Party shall make payment in full of such amount so determined to be due and owing by it against a concurrent written assignment by the Indemnitee to the Indemnifying Party of the portion of the claim of the Indemnitee for such insurance or against such third party equal to the amount of such payment. The Indemnitee shall use and cause its Affiliates to use commercially reasonable efforts to assist the Indemnifying Party in recovering or to recover on behalf of the Indemnifying Party, any Insurance Proceeds to which the Indemnifying Party is entitled with respect to any Indemnifiable Loss as a result of such assignment. The Indemnitee shall make available to the Indemnifying Party and its counsel all employees, books and records, communications, documents, items or matters within its knowledge, possession or control that are necessary, appropriate or reasonably deemed relevant by the Indemnifying Party with respect to the recovery of such Insurance Proceeds; provided, however, that nothing in this sentence shall be deemed to require a Party to make available books and records, communications, documents or items which (i) in such Party’s good faith judgment could result in a waiver of any privilege even if the Parties cooperated to protect such privilege as contemplated by this Agreement or (ii) such Party is not permitted to make available because of any Law or any confidentiality obligation to a third party, in which case such Party shall use commercially reasonable efforts to seek a waiver of or other relief from such confidentiality restriction. Unless the Indemnifying Party has made payment in full of any Indemnifiable Loss, such Indemnifying Party shall use and cause its Affiliates to use commercially reasonable efforts to recover any Insurance Proceeds to which it or such Affiliate is entitled with respect to any Indemnifiable Loss.

Section 9.6    Contribution. If the indemnification provided for in this Article IX is unavailable to an Indemnitee in respect of any Indemnifiable Loss, then the Indemnifying Party, in lieu of indemnifying such Indemnitee, shall contribute to the Losses paid or payable by such Indemnitee as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of NLOP

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and each other member of the NLOP Group, on the one hand, and WPC and each other member of the WPC Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 9.7    Remedies Cumulative. The remedies provided in this Article IX shall be cumulative and, subject to the provisions of Article X, shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against any Indemnifying Party.

Section 9.8    Survival of Indemnities. The rights and obligations of each of the Parties and their respective Indemnitees under this Article IX shall survive the Distribution Date indefinitely, unless a specific survival or other applicable period is expressly set forth herein, and shall survive the sale or other transfer by any Party or any of its Subsidiaries of any Assets or businesses or the assignment by it of any Liabilities.

Section 9.9    Limitation of Liability. EXCEPT TO THE EXTENT SPECIFICALLY PROVIDED IN ANY ANCILLARY AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, REMOTE OR SPECULATIVE DAMAGES (INCLUDING IN RESPECT OF LOST PROFITS OR REVENUES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) ARISING IN ANY WAY OUT OF ANY PROVISION OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE X

DISPUTE RESOLUTION

Section 10.1    Appointed Representative. Each Party shall appoint a representative who shall be responsible for administering the dispute resolution provisions in Section 10.2 (each, an “Appointed Representative”). Each Appointed Representative shall have the authority to resolve any Agreement Disputes on behalf of the Party appointing such representative.

Section 10.2    Negotiation and Dispute Resolution.

(a)    Except as otherwise provided in this Agreement or in any Ancillary Agreement, in the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement or otherwise arising out of, or in any way related to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby (each, an “Agreement Dispute”), the Appointed Representatives shall negotiate in good faith for thirty (30) days to settle any such Agreement Dispute.

(b)    Nothing said or disclosed, nor any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall be offered or received as evidence or used for impeachment or for any other purpose, but shall be considered as to have been disclosed for settlement purposes.

(c)    If a satisfactory resolution of any Agreement Dispute is not achieved by the Appointed Representatives within thirty (30) days, each Party will be entitled to refer the dispute to arbitration in accordance with Section 10.3.

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Section 10.3    Arbitration.

(a)    If a satisfactory resolution of any Agreement Dispute is not achieved by the Appointed Representatives within thirty (30) days, such Agreement Dispute shall, on the demand of either Party, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 10.3.

(b)    There shall be three (3) arbitrators. Each Party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. The arbitrators may be affiliated or interested persons of the Parties. If either Party fails to timely select an arbitrator then the Party who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with either Party) and the Party that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the Party fails to select the second (2nd) arbitrator by that time, the Party who has appointed the first (1st ) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and if such Party should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral and impartial and unaffiliated with either Party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each Party having a limited number of strikes, excluding strikes for cause.

(c)    The place of arbitration shall be New York, New York, unless otherwise agreed by the Parties.

(d)    There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

(e)    In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. Any award shall be subject to the provisions of Section 9.9. The Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary award shall be made and payable in U.S. dollars. Subject to Section 10.3(g), the Party against which the Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of the Award or such other date as the Award may provide.

(f)    Except to the extent expressly provided by this Agreement or as otherwise agreed by the Parties, each Party shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees). Each Party shall bear the costs and expenses of its selected arbitrator and the Parties shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

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(g)    Notwithstanding any language to the contrary in this Agreement, the Award, including but not limited to, any interim Award, may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). The Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within (30) days of receipt of the Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, this Section 10.3(g) shall apply to any appeal pursuant to this Section 10.3(g) and the appeal tribunal shall not render an award that would include shifting of any costs or expenses (including attorneys’ fees) of either Party.

(h)    Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 10.3(g), the Award shall be final and binding upon the Parties and shall be the sole and exclusive remedy between the Parties relating to the Agreement Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(i)    This Section 10.3 is intended to benefit and be enforceable by the Parties and their respective successors and assigns and shall be binding upon the Parties, and be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

(j)    The arbitrators may consolidate arbitration under this Agreement with any arbitration arising under or relating to any of the Ancillary Agreements if the subjects of the Agreement Disputes thereunder arise out of or relate essentially to the same set of facts or transactions. Such consolidated arbitration will be determined by the arbitrators appointed for the arbitration proceeding that was commenced first in time.

(k)    Unless otherwise agreed in writing, the Parties will continue to provide service and honor all other commitments under this Agreement and each Ancillary Agreement during the course of dispute resolution pursuant to the provisions of this Article X with respect to all matters not subject to such dispute resolution.

ARTICLE XI

TERMINATION

Section 11.1    Termination. Upon written notice, this Agreement and each of the Ancillary Agreements, may be terminated at any time prior to the Effective Time by and in the sole discretion of WPC without the approval of any other Party.

Section 11.2    Effect of Termination. In the event of termination pursuant to Section 11.1, neither Party shall have any Liability of any kind to the other Party.

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ARTICLE XII

MISCELLANEOUS

Section 12.1    Further Assurances. Subject to the limitations or other provisions of this Agreement, (a) each Party shall, and shall cause the other members of its Group to, use commercially reasonable efforts (subject to, and in accordance with applicable Law) to take promptly, or cause to be taken promptly, all actions, and to do promptly, or cause to be done promptly, and to assist and cooperate with the other Party in doing, all things reasonably necessary, proper or advisable to consummate and make effective the Transactions and to carry out the intent and purposes of this Agreement, including using commercially reasonable efforts to obtain satisfaction of the conditions precedent in Article V within its reasonable control, and to perform all covenants and agreements herein applicable to such Party or any member of its Group and (b) neither Party will, nor will either Party allow any other member of its Group to, without the prior written consent of the other Party, take any action which would reasonably be expected to prevent or materially impede, interfere with or delay any of the Transactions. Without limiting the generality of the foregoing, where the cooperation of third parties, such as insurers or trustees, would be necessary in order for a Party to completely fulfill its obligations under this Agreement, such Party shall use commercially reasonable efforts to cause such third parties to provide such cooperation.

Section 12.2    Payment of Expenses. All costs and expenses incurred related to this Agreement, the Ancillary Agreements and the Transactions on or prior to the Distribution Date, shall be the responsibility of NLOP and paid by NLOP (or, if paid by WPC, reimbursed by NLOP). Following the Separation, unless as otherwise set forth in the Ancillary Agreements or else agreed in writing by the Parties, each Party shall pay their own costs and expenses.

Section 12.3    Amendments and Waivers.

(a)    Subject to Section 11.1, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b)    Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 12.4    Entire Agreement. This Agreement, the Ancillary Agreements, and the Exhibits and Schedules referenced herein and therein and attached hereto or thereto, constitute the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof.

Section 12.5    Survival of Agreements. Except as otherwise expressly contemplated by this Agreement, all covenants and agreements of the Parties contained in this Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

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Section 12.6    Third Party Beneficiaries. Except (a) as provided in Article IX relating to Indemnitees and for the release of any Person provided under Section 9.1, (b) as provided in Section 7.1 relating to insured persons and (c) as provided in Section 8.1(a), this Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 12.7    Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery via a national courier service and, in each case, addressed to a Party at the following address for such Party:

(a)         If to WPC:

One Manhattan West

395 Ninth Avenue

New York, NY 10001

Attention: Chief Legal Officer

(b)         If to NLOP:

c/o W. P. Carey Inc.

One Manhattan West

395 Ninth Avenue

New York, NY 10001

Attention: Chief Legal Officer

Section 12.8    Counterparts; Electronic Delivery. This Agreement may be executed in multiple counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Execution and delivery of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic means shall be deemed to be, and shall have the same legal effect as, execution by an original signature and delivery in person.

Section 12.9    Severability. If any term or other provision of this Agreement or the Exhibits and Schedules attached hereto or thereto is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 12.10    Assignability; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or

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indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

Section 12.11    Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 12.12    Construction. This Agreement shall be construed as if jointly drafted by the Parties and no rule of construction or strict interpretation shall be applied against either Party. The Parties represent that this Agreement is entered into with full consideration of any and all rights which the Parties may have. The Parties have relied upon their own knowledge and judgment. The Parties have had access to independent legal advice, have conducted such investigations they thought appropriate, and have consulted with such other independent advisors as they deemed appropriate regarding this Agreement and their rights and asserted rights in connection therewith. The Parties are not relying upon any representations or statements made by the other Party, or such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties are not relying upon a legal duty, if one exists, on the part of the other Party (or such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or their preparation, it being expressly understood that neither Party shall ever assert any failure to disclose information on the part of the other Party as a ground for challenging this Agreement.

Section 12.13    Performance. Each Party shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party.

Section 12.14    Title and Headings. Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 12.15    Exhibits and Schedules. The Exhibits and Schedules attached hereto are incorporated herein by reference and shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.

Section 12.16    Exclusivity of Tax Matters. Notwithstanding any other provision of this Agreement (other than Sections 2.2(b)(v), 4.3(b), 4.3(c), and 7.3), the Tax Matters Agreement shall exclusively govern all matters related to Taxes (including allocations thereof) addressed therein.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective officers as of the date first set forth above.

W. P. CAREY INC.
By:
	Name:
	Title:
NET LEASE OFFICE PROPERTIES
By:
	Name:
	Title:

[Signature Page to Separation and Distribution Agreement]

EXHIBIT A

NLOP Subsidiaries

Subsidiary	State/Country of Incorporation/Formation
NLO OP LLC		Delaware
NLO Mezzanine Borrower LLC		Delaware
NLO Pledgor LLC		Delaware
NLO Holding Company LLC		Delaware
NLO MB TRS LLC		Delaware
NLO SubREIT LLC		Delaware
308 Route 38 LLC		Delaware
AIRLIQ (TX) LLC		Delaware
RACO (AZ) LLC		Delaware
RRD (IL) LLC		Delaware
Morisek Hoffman (IL) LLC		Delaware
Call BTS (VA) LLC		Delaware
AUTOPRO (GA) LLC		Delaware
FLOUR POWER (OH) LLC		Delaware
WPC Crown Colony (MA) LLC		Delaware
Call LLC		Delaware
JPCENTRE (TX) LLC		Delaware
500 Jefferson Tower (TX) LLC		Delaware
JPTampa Management (FL) LLC		Delaware
601 Jefferson Tower (TX) LLC		Delaware
601 Jefferson Manager (DE) LLC		Delaware
ADS2 (CA) LLC		Delaware
Drug (AZ) LLC		Delaware
Vandenburg Blvd (PA) LLC		Delaware
Roosevelt Blvd North (FL) LLC		Delaware
Rush IT LLC		Delaware
Popcorn (TX) LLC		Delaware
Develop (TX) LP		Delaware
Morrisville Landlord GP (NC) LLC		Delaware
Morrisville Landlord (NC) LP		Delaware
GRC-II (TX) LLC		Delaware
GRC-II (TX) Limited Partnership		Delaware
Mercury (MI) LLC		Delaware

Metaply (MI) LLC	Delaware
USO Landlord (TX) LLC	Delaware
6000 Nathan (MN) LLC	Delaware
Oak Creek 17 Investor (WI) LLC	Delaware
Stone Oak 17 (TX) LLC	Delaware
HNGS AUTO (MI) LLC	Delaware
HM Benefits (MI) LLC	Delaware
Health Landlord (MN) LLC	Delaware
Spring Forest Road (NC) LLC	Delaware
MEDI (PA) LLC	Delaware
Telegraph (MO) LLC	Delaware
Truth (MN) LLC	Delaware
Avasu (AZ) LLC	Delaware
Merge (WI) LLC	Delaware
Boom (MN) LLC	Delaware
Hawk Landlord (IA) LLC	Delaware
Orlando Storage 17 (FL) LLC	Delaware
CII Landlord (IL) LLC	Delaware
Turbo Headquarters (TX) LLC	Delaware
Jax Costa (FL) LLC	Delaware
MIS EGN (MN) LLC	Delaware
Venice (CA) LP	Delaware
GRC (TX) Limited Partnership	Delaware
ØAV 88 AS	Norway
Finnestadveien 44 II AS	Norway
WPC REIT Admir 8 B.V.	Netherlands
WPC REIT Npow 17 (B.V.)	Netherlands
WPC Noki Sp. z o.o.	Poland

EX-2.2

Exhibit 2.2

TAX MATTERS AGREEMENT

BY AND BETWEEN

W. P. CAREY INC.

AND

NET LEASE OFFICE PROPERTIES

DATED AS OF                     , 2023

TABLE OF CONTENTS

			Page
Article 1 Definitions			2
	Section 1.1	Definitions	2
	Section 1.2	Interpretation and Rules of Construction	6
Article 2 Allocation of Taxes			7
	Section 2.1	General Rule	7
	Section 2.2	General Allocation Principles	8
	Section 2.3	Allocation Conventions	8
	Section 2.4	Transfer Taxes	8
Article 3 Tax Returns			8
	Section 3.1	WPC Separate Returns and Joint Returns.	8
	Section 3.2	NLOP Separate Tax Returns	9
	Section 3.3	Tax Reporting Practices.	9
	Section 3.4	Adjustments.	9
	Section 3.5	Tax Attributes	10
Article 4 Tax Payments & Benefits			10
	Section 4.1	Taxes Shown on Tax Returns	10
	Section 4.2	Certain Adjustments Resulting in Underpayments	10
	Section 4.3	Indemnification Payments	10
	Section 4.4	Tax Refunds	10
Article 5 [Reserved]			10
Article 6 Assistance and Cooperation			11
	Section 6.1	Assistance and Cooperation.	11
	Section 6.2	Tax Return Information	11
Article 7 Tax Records			12
	Section 7.1	Retention of Tax Records	12
	Section 7.2	Access to Tax Records	12
	Section 7.3	Preservation of Privilege	12
Article 8 Tax Contests			13
	Section 8.1	Notice	13
	Section 8.2	Control of Tax Contests.	13
Article 9 Tax Treatment of Payments			14
Article 10 Indemnification Payment Escrow			15
Article 11 General Provisions			16
	Section 11.1	Amendments and Waivers	16

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Section 11.2	Survival of Obligations	16
Section 11.3	Dispute Resolution	16
Section 11.4	Notices	16
Section 11.5	Severability	18
Section 11.6	Counterparts	18
Section 11.7	Entire Agreement; No Third-Party Beneficiaries	18
Section 11.8	Governing Law	18
Section 11.9	Assignment; Binding Effect	18
Section 11.10	Remedies.	19
Section 11.11	Waiver of Jury Trial	19
Section 11.12	Authorship	19

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TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this “Agreement”), dated as of                , 2023, is by and between W. P. Carey Inc., a Maryland corporation (“WPC”), and Net Lease Office Properties (“NLOP”), a Maryland real estate investment trust and wholly-owned subsidiary of WPC. Each of WPC and NLOP is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Separation and Distribution Agreement dated as of                , 2023 by and among WPC and NLOP (the “Separation and Distribution Agreement”).

RECITALS

WHEREAS, WPC, through its Subsidiaries, has previously acquired the NLOP Assets;

WHEREAS, NLOP intends to elect to be treated as a real estate investment trust for federal income tax purposes (a "REIT”);

WHEREAS, WPC and NLOP have entered into the Separation and Distribution Agreement, pursuant to which the Parties will complete the Separation, as provided for in a series of contribution and transfer agreements pursuant to Article II of the Separation and Distribution Agreement, whereby WPC has contributed (i) certain NLOP Assets and (ii) 100% of the equity interests in each entity holding the remainder of the NLOP Assets, to NLOP or a NLOP Subsidiary;

WHEREAS, pursuant to the Separation and Distribution Agreement, on the Distribution Date, WPC will complete the distribution of NLOP Common Shares to each Record Holder, as set forth more fully in Section 4.3 of the Separation and Distribution Agreement (such distribution transaction, the “Distribution”); and

WHEREAS, the Parties desire to set forth their agreement on the rights and obligations of the Parties with respect to (A) the administration and allocation of federal, state, local, and foreign Taxes incurred in Tax Periods beginning prior to the date of the Distribution (the “Distribution Date”), (B) Taxes resulting from the Distribution and transactions effected in connection with the Distribution and (C) various other Tax matters;

NOW THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained in this Agreement, and other good and valuable

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consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1    Definitions.

(a)    For purposes of this Agreement:

“Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

“Agreement Dispute” has the meaning set forth in the Separation and Distribution Agreement.

“Allowed Amount” has the meaning set forth in Article 10 of this Agreement.

“Ancillary Agreement” has the meaning set forth in the Separation and Distribution Agreement.

“Business Day” has the meaning set forth in the Separation and Distribution Agreement.

“Change in Control” means any transaction or series of related transactions in which (a) all or substantially all of the assets of NLOP or WPC, as applicable, are sold, assigned, hypothecated, pledged or otherwise transferred to a third party; or (b) possession or control of a controlling portion of the equity interests in NLOP or WPC, as applicable, is directly or indirectly acquired by a third party.

“Controlling Party” has the meaning set forth in Section 8.2(c) of this Agreement.

"Coverage Limit” means the limitation on WPC’s indemnification of NLOP Group under Section 4.2 described in Appendix C.

“Coverage Period” has the meaning set forth in Appendix C.

“Distribution Date” has the meaning set forth in the recitals to this Agreement.

“Escrowed Amount” has the meaning set forth in Article 11 of this Agreement.

“Final Determination” means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for any Tax Period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction,

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except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such Tax Period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the Parties.

“Governmental Authority” means any U.S. federal, state, local or non-U.S. court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“Group” means either the NLOP Group or the WPC Group, as the context requires.

“Income Tax” means all U.S. federal, state, local and foreign income, franchise or similar Taxes imposed on (or measured by) net income or net profits.

“Indemnification Payee” has the meaning set forth in Article 10 of this Agreement.

“Indemnification Payment” has the meaning set forth in Article 10 of this Agreement.

“Indemnification Payor” has the meaning set forth in Article 10 of this Agreement.

“Intended Tax Treatment” means the tax treatment set forth on Appendix A.

“Joint Return” means any Tax Return that includes, by election or otherwise, one or more members of the WPC Group together with one or more members of the NLOP Group.

“NLOP Assets” has the meaning set forth in the Separation and Distribution Agreement.

“NLOP Common Shares” has the meaning set forth in the Separation and Distribution Agreement.

“NLOP Group” means NLOP and the NLOP Subsidiaries.

“NLOP Separate Tax Return” means any Tax Return of any member of the NLOP Group (including any consolidated, combined or unitary return) that does not include any member of the WPC Group.

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“NLOP Subsidiaries” has the meaning set forth in the Separation and Distribution Agreement.

“Non-Controlling Party” has the meaning set forth in Section 8.2(c) of this Agreement.

“Parties” and “Party” have the meaning set forth in the preamble to this Agreement.

“Past Practices” has the meaning set forth in Section 3.3(a) of this Agreement.

“Payor” has the meaning set forth in Section 4.3(a) of this Agreement.

“Positive Tax Opinion or Ruling” has the meaning set forth in Article 10 of this Agreement.

“Pre-Distribution Tax Period” means any Tax period ending on or before the Distribution Date.

“Prime Rate” means the “prime rate” as published in The Wall Street Journal, Eastern Edition.

“Prior Group” means any group that filed or was required to file (or will file or be required to file) a Tax Return, for a Tax Period or portion thereof ending at the close of the Distribution Date, , on an affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) that includes at least one member of the NLOP Group.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Protected REIT” means any entity that (i) has elected or intends to elect to be taxed as a REIT, and (ii) either (A) is an Indemnification Payee or Required Party or (B) owns a direct or indirect equity interest in an Indemnification Payee or Required Party and is treated for purposes of Section 856 of the Code as (x) owning all or a portion of the assets of such Indemnification Payee or Required Party or (y) as receiving all or a portion of such Indemnification Payee’s or Required Party’s income.

“Qualifying Income” has the meaning set forth in Article 11 of this Agreement.

“Record Holder” has the meaning set forth in the Separation and Distribution Agreement.

“REIT” has the meaning set forth in the preamble to this Agreement.

“Required Party” has the meaning set forth in Section 4.3(a) of this Agreement.

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“Responsible Party” means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return under this Agreement.

“Restructuring Transactions” means those transactions identified on Appendix A.

“Retention Date” has the meaning set forth in Section 8.1 of this Agreement.

“Ruling” means a private letter ruling from the IRS regarding the Tax treatment of all or any part of the transactions contemplated by the Separation and Distribution Agreement.

“Separation” has the meaning set forth in the Separation and Distribution Agreement.

“Subsidiary” has the meaning set forth in the Separation and Distribution Agreement.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, escheat, alternative minimum, universal service fund, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any Governmental Authority or political subdivision thereof, and any interest, penalty, additions to tax or additional amounts in respect of the foregoing.

“Tax Advisor” means a Tax counsel or accountant, in each case of recognized national standing.

“Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit (including credits of a foreign company under Section 902 of the Code), excess charitable contribution, general business credit, excess business interest expense carryforward, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

“Tax Authority” means, with respect to any Tax, the Governmental Authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

“Tax Benefit” means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

“Tax Contest” means an audit, review, examination, contest, litigation, investigation or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

“Tax Item” means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

“Tax Law” means the law of any Governmental Authority or political subdivision thereof relating to any Tax.

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“Tax Period” means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

“Tax Records” means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) maintained or required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed or required to be filed with respect to or otherwise relating to Taxes.

“Tax Return” means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Transfer Taxes” means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed in connection with the Restructuring Transactions or the Distribution (excluding in each case, for the avoidance of doubt, any Income Taxes).

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

“WPC Group” means WPC and the Subsidiaries of WPC other than NLOP and the NLOP Subsidiaries.

“WPC Separate Tax Return” means any Tax Return of any member of the WPC Group (including any consolidated, combined or unitary return) that does not include any member of the NLOP Group.

Section 1.2    Interpretation and Rules of Construction. In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a)    when a reference is made in this Agreement to an Article, Section or Exhibit, such reference is to an Article or Section of, or an Exhibit to, this Agreement;

(b)    the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c)    whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

(d)    the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

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(e)    references to any agreement, instrument, statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced from time to time, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes, and all attachments thereto and instruments incorporated therein (and, in the case of statutes, include any rules and regulations promulgated under the statute);

(f)    all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(g)    the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as the feminine and neuter genders of such terms;

(h)    references to a Person are also to its successors and permitted assigns;

(i)    except when used together with the word “either” or otherwise for the purpose of identifying mutually exclusive alternatives, the term “or” has the inclusive meaning represented by the phrase “and/or”;

(j)    all uses of currency or the symbol “$” in this Agreement refer to U.S. dollars; and

(k)    where this Agreement states that a Party “shall,” “will” or “must” perform in some manner, it means that the Party is legally obligated to do so under this Agreement.

ARTICLE 2

ALLOCATION OF TAXES

Section 2.1    General Rule. All Taxes shall be allocated as follows:

(a)    WPC Liability. Except with respect to Taxes described in Section 2.1(b) of this Agreement, WPC shall be liable for, and shall indemnify and hold harmless the NLOP Group from and against any liability for:

(i)    Taxes that are allocated to WPC under this Article 2;

(ii)    any Tax resulting from a breach of any of WPC’s covenants in Section 3.3,Section 3.4, or Section 4.1 of this Agreement; and

(iii)    Taxes imposed on NLOP or any member of the NLOP Group pursuant to the provisions of Treasury Regulations § 1.1502-6 (or similar provisions of state, local, or foreign Tax Law) as a result of any such member being or having been a member of a Prior Group.

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(b)    NLOP Liability. NLOP shall be liable for, and shall indemnify and hold harmless the WPC Group from and against any liability for:

(i)    Taxes that are allocated to NLOP under this Article 2; and

(ii)    Any Tax resulting from a breach of any of NLOP’s covenants in Section 3.3, Section 3.4, or Section 4.1 of this Agreement.

Section 2.2    General Allocation Principles. All Taxes shall be allocated as follows:

(a)    Allocation of Taxes for Joint Returns. WPC shall be responsible for all Taxes reported, or required to be reported, on any Joint Return that any member of the WPC Group files or is required to file under the Code or other applicable Tax Law.

(b)    Allocation of Taxes for Separate Returns.

(i)    WPC shall be responsible for all Taxes reported, or required to be reported, on a WPC Separate Tax Return.

(ii)    NLOP shall be responsible for all Taxes reported, or required to be reported, on a NLOP Separate Tax Return.

(c)    Taxes Not Reported on Tax Returns.

(i)    WPC shall be responsible for any Tax attributable to any member of the WPC Group that is not required to be reported on a Tax Return.

(ii)    NLOP shall be responsible for any Tax attributable to any member of the NLOP Group that is not required to be reported on a Tax Return.

Section 2.3    Allocation Conventions. Any Tax Item of NLOP or any member of the NLOP Group arising from a transaction engaged in outside of the ordinary course of business on the Distribution Date after the Effective Time shall be properly allocable to NLOP and any such transaction by or with respect to NLOP or any member of the NLOP Group occurring after the Effective Time shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law) as occurring at the beginning of the day following the Distribution Date in accordance with the principles of Treasury Regulation § 1.1502-76(b) or any similar provisions of state, local or non-U.S. Law.

Section 2.4    Transfer Taxes. Any Transfer Taxes shall be allocated solely to NLOP.

ARTICLE 3

TAX RETURNS

Section 3.1    WPC Separate Returns and Joint Returns. WPC shall prepare and file, or cause to be prepared and filed, all WPC Separate Returns and Joint Returns, and each member

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of the NLOP Group to which any such Joint Return relates shall execute and file such consents, elections and other documents as WPC may determine, after consulting with NLOP in good faith, are required or appropriate, or otherwise requested by WPC in connection with the filing of such Joint Return. NLOP will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that WPC determines are required to be filed or that WPC elects to file, in each case pursuant to this Section 3.1.

Section 3.2    NLOP Separate Tax Returns. NLOP shall prepare and file (or cause to be prepared and filed) all NLOP Separate Tax Returns and all Tax Returns with respect to Transfer Taxes.

Section 3.3    Tax Reporting Practices.

(a)    General Rule. Except as provided in Section 3.3(b) of this Agreement, WPC shall prepare all Joint Returns and NLOP shall prepare all NLOP Separate Tax Returns in accordance with past practices, permissible accounting methods, elections or conventions (“Past Practices”) used by the members of the NLOP Group and the members of the WPC Group prior to the Distribution Date. With respect to any Tax Return that NLOP has the obligation and right to prepare, or cause to be prepared, under this Article 3, to the extent such Tax Return could affect WPC, such Tax Return shall be prepared in accordance with Past Practices used by the members of the WPC Group and the members of the NLOP Group prior to the Distribution with respect to such Tax Return, and to the extent any items, methods or positions are not covered by Past Practices, such Tax Return shall be prepared in accordance with reasonable Tax accounting practices selected by NLOP, subject to the consent of WPC (which consent may not be unreasonably withheld, conditioned or delayed).

(b)    Consistency with Intended Tax Treatment. The Parties shall (and shall cause each of their Affiliates, as applicable, to) prepare all Tax Returns consistent with the Intended Tax Treatment unless, and then only to the extent, an alternative position is required pursuant to a determination by a Tax Authority; provided, however, that neither Party shall be required to litigate before any court any challenge to the Intended Tax Treatment by a Tax Authority.

(c)    Tax Elections & Statements. The Parties shall (and shall cause each of their Affiliates, as applicable, to) take all actions necessary to effectuate the tax elections and file the statements described in Appendix B, in the form and as described in Appendix B.

Section 3.4    Adjustments.

(a)    NLOP hereby agrees that, unless as required by Law, no member of the NLOP Group (nor its successors) shall file any Adjustment Request with respect to any Tax Return that could affect any Joint Return or any other Tax Return that could affect WPC.

(b)    WPC hereby agrees that, unless NLOP consents in writing (which consent may not be unreasonably withheld, conditioned or delayed) or as required by Law, no member of the WPC Group shall file any Adjustment Request with respect to any NLOP Separate Return.

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Section 3.5     Tax Attributes.Tax Attributes shall not be allocated or apportioned in connection with the Distribution, and shall remain with the taxpayer that is entitled to such Tax Attributes without regard to the Distribution.

ARTICLE 4

TAX PAYMENTS & BENEFITS

Section 4.1    Taxes Shown on Tax Returns. WPC shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the WPC Group is responsible for preparing under Article 3 of this Agreement, and NLOP shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return that a member of the NLOP Group is responsible for preparing under Article 3 of this Agreement.

Section 4.2    Certain Adjustments Resulting in Underpayments. Except as provided in the next sentence, in the case of any adjustment pursuant to a Final Determination with respect to any Tax, the Party responsible for filing the Tax Return relating to such Tax pursuant to this Agreement shall pay to the applicable Tax Authority when due any additional Tax required to be paid as a result of such adjustment. In the event of a Tax Contest with respect to Taxes for a Pre-Distribution Period for which NLOP is responsible pursuant to Article II and for which NLOP provides written notice to WPC prior to the end of the Coverage Period, WPC shall indemnify and hold harmless the NLOP Group from any additional Taxes assessed or imposed in connection with such Tax Contest for a Pre-Distribution Period but only to the extent such Taxes are described in the Coverage Limit set forth in Appendix C.

Section 4.3    Indemnification Payments. To the extent that any Party (the “Payor”) is required under applicable Tax Law to pay to a Tax Authority a Tax that another Party (the “Required Party”) is liable for under this Agreement, the Required Party shall promptly reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The Required Party shall also pay to the Payor any reasonable third-party costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor.

Section 4.4    Tax Refunds. WPC shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which WPC is liable hereunder, and NLOP shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which NLOP is liable hereunder. A Party receiving a refund to which another Party is entitled hereunder shall pay over such refund to such other Party within thirty (30) Business Days after such refund is received or credited.

ARTICLE 5

[RESERVED]

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ARTICLE 6

ASSISTANCE AND COOPERATION

Section 6.1    Assistance and Cooperation.

(a)    The Parties shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Parties and their Affiliates, including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes assessed or proposed to be assessed. Such cooperation shall include making all information and documents in their possession relating to any other Party and its Affiliates reasonably available to such other Party as provided in this Article 6. The Parties shall cooperate with each other and take any and all actions reasonably requested by the other in connection with obtaining Positive Tax Opinion or Ruling (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor).

(b)    Any information or documents provided under this Agreement shall be kept confidential by the Party receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. In addition, in the event that NLOP determines that the provision of any information or documents to WPC or any of its Affiliates, or WPC determines that the provision of any information or documents to NLOP or any its Affiliates, could be commercially detrimental, violate any Law or agreement or waive any Privilege, the Parties shall use commercially reasonable efforts to permit each other’s compliance with its obligations under this Article 6 in a manner that avoids any such harm or consequence.

Section 6.2    Tax Return Information. Each of NLOP and WPC, and each member of their respective Groups, acknowledges that time is of the essence in relation to any request for information, assistance or cooperation made pursuant to Section 6.1 of this Agreement or this Section 6.2. Each of NLOP and WPC, and each member of their respective Groups, acknowledges that failure to conform to the reasonable deadlines set by the Party making such request could cause irreparable harm. Each Party shall provide to the other Party information and documents relating to its Group reasonably required by the other Party to prepare Tax Returns, including any pro forma returns required by the Responsible Party for purposes of preparing such Tax Returns. Any information or documents the Responsible Party requires to prepare such Tax Returns shall be provided in such form as the Responsible Party reasonably requests and at or prior to the time reasonably specified by the Responsible Party so as to enable the Responsible Party to file such Tax Returns on a timely basis.

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ARTICLE 7

TAX RECORDS

Section 7.1    Retention of Tax Records. Each of NLOP and WPC shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, for so long as the contents thereof may be or become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) the expiration of any applicable statutes of limitations, or (ii) seven (7) years after the filing of the Tax Return to which they relate (such later date, the “Retention Date”). After the Retention Date, each of NLOP and WPC may dispose of such Tax Records. If, prior to the Retention Date, NLOP or WPC reasonably determine that any Tax Records which it would otherwise be required to preserve and keep under this Article 7 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Party agrees, then such first Party may dispose of such Tax Records upon sixty (60) Business Days’ prior notice to the other Party. Any notice of an intent to dispose given pursuant to this Section 7.1 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Parties shall have the opportunity, at their cost and expense, to copy or remove, within such sixty (60) Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, a Party or any of its Affiliates determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then such program or system may be decommissioned or discontinued upon ninety (90) Business Days’ prior notice to the other Party and the other Party shall have the opportunity, at its cost and expense, to copy, within such ninety (90) Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 7.2    Access to Tax Records. The Parties and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession in connection with Tax matters relating to the Parties and their Affiliates as described in Section 6.1(a), and shall permit the other Party and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access, at the cost and expense of the requesting Party, during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Party in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement.

Section 7.3    Preservation of Privilege. The Parties and their respective Affiliates shall not provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of the other Party, such consent not to be unreasonably withheld, conditioned or delayed.

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ARTICLE 8

TAX CONTESTS

Section 8.1    Notice. Each Party shall provide prompt notice to the other Party of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware (i) related to Taxes for Tax Periods for which it is indemnified by the other Party hereunder or for which it may be required to indemnify the other Party hereunder, (ii) in the case of the NLOP Group, relating to Tax Items for a Pre-Distribution Period that could affect the Taxes payable by the WPC Group, or (iii) otherwise relating to the Intended Tax Treatment. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters.

Section 8.2    Control of Tax Contests.

(a)    WPC Control. Notwithstanding anything in this Agreement to the contrary, WPC shall have the sole right to control and absolute discretion with respect to any decisions to be made, or the nature of any action to be taken, with respect to any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) a WPC Separate Tax Return, or (iii) a Tax for which WPC is or may be required to indemnify NLOP; provided, however, that with respect to Tax Contests involving NLOP Separate Tax Returns described in clause (iii), WPC shall not settle any such Tax Contest without NLOP’s prior written consent (which may not be unreasonably withheld, conditioned or delayed).

(b)    NLOP Control. Except as otherwise provided in this Section 8.2, NLOP shall have the sole right to control any Tax Contest with respect to any Tax matters relating to a NLOP Separate Tax Return or Transfer Taxes.

(c)    Except as otherwise provided in Section 8.2(a), in connection with any Tax Contest described in this Section 8.2, the Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest; provided that to the extent any such Tax Contest (i) could give rise to a claim for indemnity by the Controlling Party or its Affiliates against the Non-Controlling Party or its Affiliates under this Agreement, (ii) is with respect to a NLOP Group Tax Return for a Pre-Distribution Period, or (iii) is with respect to a NLOP Group Tax Return and involves a challenge to the Intended Tax Treatment, then the Controlling Party shall not settle any such Tax Contest without the Non-Controlling Party’s prior written consent (which may not be unreasonably withheld, conditioned or delayed). In connection with any potential adjustment in a Tax Contest described in clauses (i)-(iii) of the preceding sentence: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in

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connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith; provided, however, that if NLOP is the Controlling Party, (y) WPC shall have the right to participate in the relevant Tax Contest, and (z) NLOP shall not take any action that may negatively impact any Tax Return or Tax liability of WPC without WPC’s prior written consent (which consent may not be unreasonably withheld, conditioned or delayed).The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in this Article 8, “Controlling Party” means the Party entitled to control the Tax Contest under such Section 8.2(a) or Section 8.2(b) and “Non-Controlling Party” means (x) WPC if NLOP is the Controlling Party and (y) NLOP if WPC is the Controlling Party.

(d)    Power of Attorney. Each member of the WPC Group shall execute and deliver to NLOP (or such member of the NLOP Group as NLOP shall designate) any power of attorney or other similar document reasonably requested by NLOP (or such designee) in connection with any Tax Contest (as to which NLOP is the Controlling Party) described in this Article 8. Each member of the NLOP Group shall execute and deliver to WPC (or such member of the WPC Group as WPC shall designate) any power of attorney or other similar document requested by WPC (or such designee) in connection with any Tax Contest (as to which WPC is the Controlling Party) described in this Article 8.

ARTICLE 9

TAX TREATMENT OF PAYMENTS

Unless WPC determines, in its reasonable discretion, that an alternative characterization is appropriate, any payment made by WPC or any member of the WPC Group to NLOP or any member of the NLOP Group, or by NLOP or any member of the NLOP Group to WPC or any member of the WPC Group, pursuant to this Agreement shall be treated by the Parties for all Tax purposes as a distribution by NLOP to WPC, or a capital contribution from WPC to NLOP, as the case may be, occurring immediately before the Distribution; provided, however, that any such payment that is made or received by a Person other than WPC or NLOP, as the case may be, shall be treated as if made or received by the payor or the recipient as agent for WPC or NLOP, in each case as appropriate and as reasonable determined by WPC. No Party shall take any position inconsistent with the treatment described in the preceding sentence (including any alternative treatment determined by WPC), and in the event that a Tax Authority asserts that a Party’s treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

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ARTICLE 10

INDEMNIFICATION PAYMENT ESCROW

Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, if one party to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement (the “Indemnification Payor”) is required to pay another party to such agreement (the “Indemnification Payee”) any indemnification payment that could reasonably result in income to any Protected REIT for U.S. federal income Tax purposes if paid (such payment, an “Indemnification Payment”), then, unless the Indemnification Payee shall have received a tax opinion of a Tax Advisor or a ruling from the IRS to the effect that the Indemnification Payee’s receipt of such payment will be treated as qualifying income with respect to the any applicable Protected REIT for purposes of Section 856(c)(2) and 856(c)(3) of the Code (“Qualifying Income”) or shall be excluded from income for such purposes (such advice or ruling, a “Positive Tax Opinion or Ruling”), and notified the Indemnification Payor in writing of its receipt of such Positive Tax Opinion or Ruling and directed that payment be made otherwise than into escrow as provided below, the amounts payable to the Indemnification Payee shall be limited to the maximum amount (“Allowed Amount”) that can be paid without causing the Indemnification Payee’s receipt of its share of such funds to cause any applicable Protected REIT to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, determined as if the payment of such amount did not constitute Qualifying Income and the Protected REIT has 0.5% of income from unknown sources during such year that does not constitute Qualifying Income (in addition to any known or anticipated income that is not Qualifying Income), as determined by independent accountants to the Indemnification Payee, and any excess of the amount of the Indemnification Payment over the Allowed Amount (such excess, the “Escrowed Amount”) shall be placed into escrow. Any such Escrowed Amount shall be retained by the escrow agent in a separate interest-bearing, segregated account for the account of the Indemnification Payor. The Indemnification Payee shall pay all costs associated with obtaining any tax opinion of a Tax Advisor or ruling from the IRS described above. The Escrowed Amount shall be fully disbursed (and therefore any unpaid portion of the Indemnification Payment shall be paid to the Indemnification Payee) upon the escrow agent’s receipt of a Positive Tax Opinion or Ruling. To the extent not previously paid, upon any determination by independent accountants to the Indemnification Payee that any additional amount of the Indemnification Payment may be disbursed to the Indemnification Payee without causing any applicable Protected REIT to fail to meet the requirements of Sections 856(c)(2) and 856(c)(3) of the Code, determined as if the payment of such amount did not constitute Qualifying Income and the Protected REIT has 0.5% of income from unknown sources during such year that does not constitute Qualifying Income (in addition to any known or anticipated income that is not Qualifying Income), the determination of such independent accountants shall be provided to the escrow agent and such additional amount shall be disbursed to the Indemnification Payee. At the end of the second calendar year beginning after the date on which the Indemnification Payor’s obligation to pay the Indemnification Payment arose (or earlier if directed by the Indemnification Payee), any remainder of the Escrowed Amount (together with interest thereon) then being held by the escrow agent shall be disbursed to the Indemnification Payor and, in the event that the Indemnification Payment has not by then been paid in full, such unpaid portion shall never be due.

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ARTICLE 11

GENERAL PROVISIONS

Section 11.1    Amendments and Waivers.

(a)    Subject to Section 11.1 of the Separation and Distribution Agreement, this Agreement may not be amended except by an agreement in writing signed by both Parties.

(b)    Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party entitled to the benefit thereof and any such waiver shall be validly and sufficiently given for the purposes of this Agreement if it is in writing signed by an authorized representative of such Party. No delay or failure in exercising any right, power or remedy hereunder shall affect or operate as a waiver thereof; nor shall any single or partial exercise thereof or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies that either Party would otherwise have.

Section 11.2    Survival of Obligations. The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 11.3    Dispute Resolution. Any and all Agreement Disputes arising hereunder shall be resolved through the procedures provided in Article X of the Separation and Distribution Agreement.

Section 11.4    Notices. All notices, requests, permissions, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) five (5) Business Days following sending by registered or certified mail, postage prepaid, (b) when sent, if sent by facsimile, (c) when delivered, if delivered personally to the intended recipient, and (d) one (1) Business Day following sending by overnight delivery

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via a national courier service and, in each case, addressed to a Party at the following address for such Party:

(a)	if to WPC to:
	One Manhattan West
	395 9th Avenue
	58th Floor
	New York, NY 10001
	Attn:
	email:
	with a copy (which shall not constitute notice) to:
	Hogan Lovells US LLP
	555 13th Street NW
	Washington, DC 20004
	Attn:
	email:
(b)	if to NLOP to:
	One Manhattan West
	395 9th Avenue
	58th Floor
	New York, NY 10001
	Attn:
	email:
	with a copy (which shall not constitute notice) to:
	Hogan Lovells US LLP
	555 13th Street NW
	Washington, DC 20004
	Attn:
	email:

All notices, requests, claims, consents, demands and other communications under this Agreement shall be deemed duly given or made (A) if delivered in person, on the date delivered, (B) if sent by electronic mail (providing confirmation of transmission), on the date it was received, or (C) if

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sent by prepaid overnight courier, on the next Business Day (providing proof of delivery). For the avoidance of doubt, counsel for a Party may send notices, requests, claims, consents demands or other communications on behalf of such Party.

Section 11.5    Severability. If any term or other provision of this Agreement is determined by a nonappealable decision by a court, administrative agency or arbitrator to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Restructuring Transactions and Distribution is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the court, administrative agency or arbitrator shall interpret this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Restructuring Transactions and Distribution are fulfilled to the fullest extent possible. If any sentence in this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

Section 11.6    Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Signatures to this Agreement transmitted by electronic mail in .pdf format, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

Section 11.7    Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior negotiations, agreements, commitments, writings, courses of dealing and understandings with respect to the subject matter hereof. This Agreement is solely for the benefit of the Parties and should not be deemed to confer upon third parties any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

Section 11.8    Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the substantive laws of the State of New York, without regard to any conflicts of law provisions thereof that would result in the application of the laws of any other jurisdiction.

Section 11.9    Assignment; Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns; provided, however, that the rights and obligations of each Party under this Agreement shall not be assignable, in whole or in part, directly or indirectly, whether by operation of law or otherwise, by such Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed) and any attempt to assign any rights or obligations under this Agreement without such consent shall be null and void. Notwithstanding the foregoing, either Party may assign its rights and obligations under this Agreement to any of

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their respective Affiliates provided that no such assignment shall release such assigning Party from any liability or obligation under this Agreement.

Section 11.10    Remedies.

(a)    Except as otherwise provided in this Agreement, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.

(b)    The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that prior to the termination of this Agreement, the non-breaching Party shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement without proof of damages or otherwise, in addition to any other remedy to which such Party is entitled at Law or in equity. Each of the Parties hereby waives (a) any defense in an Action for specific performance that a remedy at law would be adequate to prevent or restrain breaches or threatened breaches and (b) any requirement under any Law to post a security as a prerequisite to obtaining equitable relief. Each Party agrees that the right of specific performance and other equitable relief is an integral part of the transactions contemplated by this Agreement and without that right neither NLOP, on the one hand, nor WPC, on the other hand, would have entered into this Agreement. For the avoidance of doubt, the Parties may pursue both a grant of specific performance or other equitable remedies to the extent permitted by this Section 11.10 and the payment of damages, but shall not be entitled or permitted to receive an award of damages if specific performance or other equitable remedies are awarded and shall not be entitled or permitted to receive an award of specific performance or other equitable remedies if damages are awarded.

Section 11.11    Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT, BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS Section 11.11.

Section 11.12    Authorship. The Parties agree that the terms and language of this Agreement are the result of negotiations among the Parties and their respective advisors and, as a result, there shall be no presumption that any ambiguities in this Agreement shall be

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resolved against any Party. Any controversy over construction of this Agreement shall be decided without regard to events of authorship or negotiation.

[SIGNATURE PAGE FOLLOWS]

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

W. P. CAREY INC.
By:
	Name:
	Title:
NET LEASE OFFICE PROPERTIES
By:
	Name:
	Title:
With respect to Appendix B:
NLO MEZZANINE BORROWER LLC
By:
	Name:
	Title:

[Signature page to the Tax Matters Agreement]

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EX-2.3

Exhibit 2.3

ADVISORY AGREEMENT

dated as of               , 2023

between

NET LEASE OFFICE PROPERTIES

and

W. P. CAREY MANAGEMENT LLC

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS	1
SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR	6
SECTION 3. OTHER ACTIVITIES OF THE ADVISOR	10
SECTION 4. AGENCY	10
SECTION 5. BANK ACCOUNTS	10
SECTION 6. RECORDS	10
SECTION 7. CONFIDENTIALITY	10
SECTION 8. LIMITATION ON ACTIVITIES; INSURANCE	11
SECTION 9. COMPENSATION	11
SECTION 10. EXPENSES	12
SECTION 11. LIMITATION OF LIABILITY; INDEMNIFICATION	15
SECTION 12. NO JOINT VENTURE	16
SECTION 13. TERM	16
SECTION 14. TERMINATION	16
SECTION 15. TERMINATION FEE	17
SECTION 16. ACTION UPON TERMINATION	17
SECTION 17. ASSIGNMENT	18
SECTION 18. RELEASE OF PROPERTY	18
SECTION 19. NOTICES	19
SECTION 20. SUCCESSORS AND ASSIGNS	19
SECTION 21. ENTIRE AGREEMENT	19
SECTION 22. ARBITRATION	20
SECTION 23. GOVERNING LAW	22
SECTION 24. NO WAIVERS	22
SECTION 25. HEADINGS	22
SECTION 26. EXECUTION IN COUNTERPARTS	22
SECTION 27. SURVIVAL	22
SECTION 28. SEVERABILITY	23

ANNEX A: NLOP PROPERTIES

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (this “Agreement”) is made as of               , 2023 (the “Effective Date”) by and between Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and W. P. Carey Management LLC, a Delaware limited liability company (together with its permitted assignees, the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company, through its own operations and the operations of its Subsidiaries (as defined herein), is in the business of owning, developing, managing and disposing of office real property;

WHEREAS, the Company intends to qualify as a Real Estate Investment Trust (a “REIT”) under the Code (as defined herein);

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of, or available to, the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Trustees of, the Company, as provided in this Agreement;

WHEREAS, the Company and the European Advisor have, concurrently with the execution of this Agreement, entered into that the European Advisory Agreement; and

WHEREAS, the Advisor is willing to render such services on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms have the definitions hereinafter indicated:

“AAA” has the meaning set forth in Section 22(a) of this Agreement.

“Administrative Reimbursement” has the meaning set forth in Section 10(a) of this Agreement.

“Advisor” has the meaning set forth in the preamble to this Agreement.

“Advisor Costs” has the meaning set forth in Section 10(c) of this Agreement.

“Advisor Indemnified Party” has the meaning set forth in Section 11(b) of this Agreement.

“Affiliate” means, with respect to any Person, (i) any other Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any executive officer, general partner or managing member of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person and (iv) any legal entity for which such Person acts as an executive officer, general partner or managing member. For the avoidance of doubt, and for purposes of this Agreement, the Company shall not be considered an Affiliate of the Advisor.

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“Agreement” means this Advisory Agreement, as amended from time to time.

“Appellate Rules” has the meaning set forth in Section 22(g) of this Agreement.

“Applicable Percentage” shall mean, with respect to any NLOP Property, the percentage set forth on Annex A hereto with respect to such NLOP Property.

“Applicable Disposition Discount” means, with respect to any NLOP Property, the dollar amount equal to product of (a) the Applicable Percentage, and (b) the Base Management Fee.

“Audit Committee” means the audit committee of the Board of Trustees or the committee or body performing similar functions.

“Award” has the meaning set forth in Section 22(e) of this Agreement.

“Base Management Fee” has the meaning set forth in Section 9(a) of this Agreement.

“Board of Trustees” means the board of trustees of the Company.

“Cause” means the occurrence of any of the following events:

(a)any material breach of a material term of this Agreement by the Advisor that has not been cured within 30 days following written notice thereof from the Company;

(b)fraud, criminal conduct, willful misconduct or willful or grossly negligent breach by the Advisor in the performance of its duties under this Agreement that, in each case, is determined by a majority of the Company’s Independent Trustees to be materially adverse to the Company;

(c)the commencement of any proceeding relating to the Advisor’s bankruptcy or insolvency, or the dissolution of the Advisor, including an order for relief in an involuntary bankruptcy case or the Advisor authorizing or filing a voluntary bankruptcy petition; or

(d)termination of the European Advisory Agreement by the Company for “Cause” (as defined in the European Advisory Agreement) pursuant to subsections (a), (b) or (c) of the definition thereof.

“Change in Control” means the occurrence of any of the following events:

(a)a transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company or any Subsidiary of the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that no person or group shall be treated for purposes of this clause (b)(ii) as beneficially owning fifty percent (50%) or more of the combined voting power of the Company solely as a result of the voting power held in the Company prior to the consummation of the transaction;

(b)during any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board of Trustees together with any new trustee(s) (other than a trustee designated

2

by a person who shall have entered into an agreement with the Company to effect a transaction described in the preceding clause (i) or the succeeding clause (iii) of this definition) whose election by the Board of Trustees or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the trustees then still in office who either were trustees at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination, (B) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (C) the acquisition of all or substantially all of the assets or stock of another entity, in each case, other than a transaction:

(i)which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and following which the Successor Entity continues to own all or substantially all the assets that the Company owned immediately before the transaction and succeeds to its business, and

(ii)after which no person or group beneficially owns voting securities representing more than fifty percent (50%) of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (b)(ii) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(d)approval by the Company’s shareholders of a liquidation or dissolution of the Company.

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

“Common Share” means a common share of beneficial interest, par value $0.001 per share, of the Company now or hereafter authorized as common voting shares of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Account” has the meaning set forth in Section 5 of this Agreement.

“Company Indemnified Party” has the meaning set forth in Section 11(c) of this Agreement.

“Cross Default Termination” has the meaning set forth in Section 14(c) of this Agreement.

“Disposed Property” has the meaning set forth in Section 9(c) of this Agreement.

“Disputes” has the meaning set forth in Section 22(a) of this Agreement.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

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“European Advisor” means W. P. Carey & Co. B.V., a wholly owned subsidiary of WPC.

“European Advisory Agreement” means that certain European Advisory Agreement entered into by and between the Company and the European Advisor concurrently with this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” has the meaning set forth in Section 10(d) of this Agreement.

“Good Reason” means the occurrence of any of the following events:

(a)any failure to obtain a reasonably satisfactory agreement from any successor to the Company to assume the Company’s obligations under the Agreement;

(b)any material breach of this Agreement by the Company that has not been cured within 30 days following written notice thereof from the Advisor; or

(c)the Advisor has the right to terminate the European Advisory Agreement with “Good Reason” (as defined in the European Advisory Agreement) pursuant to subsection (a) or (b) of the definition thereof.

“Governing Instruments” means, with regard to any entity, the declaration of trust and bylaws in the case of a real estate investment trust, the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, or, in each case, comparable governing documents.

“Indemnified Party” has the meaning set forth in Section 11(d) of this Agreement.

“Independent Trustee” means any member of the Board of Trustees who, on the date at issue, is “independent” as determined by application of the rules and regulations of any applicable securities exchange on which the Common Shares are listed.

“Initial Term” has the meaning set forth in Section 13 of this Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Losses” has the meaning set forth in Section 11(b) of this Agreement.

“Management Fee” has the meaning set forth in Section 9(a) of this Agreement.

“NLOP Properties” means the real properties of the Company or its Subsidiaries listed in Annex A hereto.

“Person” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of the foregoing.

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“REIT” has the meaning set forth in the recitals to this Agreement”

“Renewal Term” has the meaning set forth in Section 13 of this Agreement.

“Required Approval” has the meaning set forth in Section 2(d) of this Agreement:

“Rules” has the meaning set forth in Section 22(a) of this Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means any subsidiary of the Company and any partnership, the general partner of which is the Company or any subsidiary of the Company and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.

“Term” has the meaning set forth in Section 13 of this Agreement.

“Termination Date” means the effective date of any termination pursuant to Section 14.

“Termination Fee” has the meaning set forth in Section 15(a) of this Agreement.

“Termination for Convenience” has the meaning set forth in Section 14(a) of this Agreement.

“Trailing Annual Fees” has the meaning set forth in Section 15 of this Agreement.

“Trustee” means any person holding such office on the Board of Trustees, as of any particular time.

“Qualified Disposition” means, for any NLOP Property, the sale, transfer or other disposition of all of the Company’s direct or indirect interest in and title to such NLOP Property to a third party other than the Company or any of its direct or indirect Subsidiaries.

“Qualifying Termination” means the occurrence of any of the following events:

(a)Termination for Convenience by the Company;

(b)Termination by the Advisor with Good Reason; or

(c)Cross Default Termination by the Advisor if the European Advisory Agreement is terminated pursuant to (i) a “Termination for Convenience” by the Company or (ii) a termination by the Advisor with “Good Reason” (each as defined in the European Advisory Agreement).

“Reimbursable Expenses” has the meaning set forth in Section 10(e) of this Agreement.

“WPC” means W. P. Carey Inc., a Maryland corporation, of which the Advisor is a wholly owned subsidiary.

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SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR

(a)The Company hereby appoints the Advisor to provide management services with respect to the day-to-day operations of the Company and the NLOP Properties, including strategic management services, asset management, property disposition support, and various related services, and the Advisor hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Advisor shall be exclusive to the Advisor, except to the extent that the Advisor elects, pursuant to the terms and conditions of this Agreement, to cause the duties of the Advisor hereunder to be provided by third parties.

(b)The Advisor, in its capacity as such, shall at all times be subject to the supervision, direction and management of the Board of Trustees, and will have only such functions and authority as the Company may delegate to it and as set forth in this Agreement. The Board of Trustee has dispositive power in the event of any conflict between the Board of Trustees and the Advisor with respect to the functions and authority delegated to the Advisor above.

(c)The Company and the Board of Trustees, subject to the limitations set forth in Section 2(d), hereby delegates the following functions and authority to the Advisor, and the Advisor agrees to perform (or cause to be performed) such services and activities relating to the NLOP Properties and operations of the Company as may be appropriate, including, without limitation:

(i)sourcing, investigating and evaluating prospective disposition, exchange or other transactions with respect to the NLOP Properties (including potential seller financing related thereto, as may be permitted), and making recommendations with respect thereto to the Board of Trustees, where applicable;

(ii)conducting negotiations with brokers, purchasers and their respective agents and representatives, investment bankers and other parties regarding the disposition, exchange or other transactions with respect to the NLOP Properties (including potential seller financing related thereto, as may be permitted), and subject to any necessary approvals from the Board of Trustees, executing and delivering documentation related thereto and performing the transactions contemplated thereby;

(iii)managing and monitoring the operating performance of NLOP Properties and providing periodic reports to the Board of Trustees, in form, substance and frequency as the Advisor deems reasonably necessary or as the Board of Trustees may otherwise reasonably request;

(iv)assisting the Company in developing criteria that are specifically tailored to the Company’s operations and divestiture objectives;

(v)engaging and supervising independent contractors that provide services relating to the Company or the NLOP Properties, including, but not limited to, investment banking, legal, regulatory, tax, accounting, securities brokerage, property management, real estate, leasing, brokerage and other advisory and consulting services reasonably necessary for Advisor to perform its duties hereunder (it being understood that the Independent Trustees and any committees of the Board of Trustees shall retain the authority to hire its or their own attorneys or other advisors);

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(vi)negotiating, on behalf of the Company, the terms of loan documents for the Company’s financings;

(vii)coordinating and managing the operations of any joint venture or co-investment interests held by the Company and conducting and overseeing all matters with respect to the joint venture or co-investment partners;

(viii)coordinating and supervising all property managers, tenant operators, leasing agents and developers for the administration, leasing, management and/or development of any of the NLOP Properties;

(ix)providing executive and administrative personnel, office space and administrative services required in rendering services to the Company;

(x)administering bookkeeping and accounting functions as are required for the management and operation of the Company, contracting for audits and preparing such periodic reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advising and assisting the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Exchange Act, the Code and any regulations or rulings thereunder, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;

(xi)advising and assisting in the preparation and filing of all offering documents, registration statements, prospectuses, proxies and other forms or documents filed with the SEC pursuant to the Securities Act or any state securities regulators (it being understood that the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, and that the Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in this subparagraph, whether or not material (except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor’s duties under this Agreement);

(xii)enabling the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and compliance with the provisions of the Code applicable to REITs (it being understood that the Board of Trustees and its Audit Committee shall retain authority to determine the Company’s independent public accountant and that the Independent Trustees and any committees of the Board of Trustees shall retain the authority to hire its or their own attorneys or other advisors);

(xiii)counseling the Company regarding the maintenance of its status as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder;

(xiv)counseling the Company regarding the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining an exemption from the Investment Company Act;

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(xv)counseling the Company in connection with policy decisions to be made by the Board of Trustees;

(xvi)evaluating and recommending to the Board of Trustees modifications to any hedging strategies in effect on the date hereof and engaging in hedging activities;

(xvii)communicating with the Company’s investors and analysts as required to satisfy reporting or other requirements of any governing body or exchange on which the Company’s securities are traded and to maintain effective relations with such parties;

(xviii)investing and re-investing any moneys and securities of the Company (including investing in short-term investments, payment of fees, costs and expenses, or payments of dividends or distributions to shareholders and partners of the Company) and advising the Company as to its capital structure and capital raising;

(xix)causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;

(xx)handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Trustees;

(xxi)using commercially reasonable efforts to enable expenses incurred by or on behalf of the Company to be within any expense guidelines or budgets set by the Board of Trustees from time to time;

(xxii)using commercially reasonable efforts to enable the Company to comply with all applicable laws and regulations in all material respects; and

(xxiii)performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Trustees and the Advisor shall agree from time to time.

Without limiting the foregoing, the Advisor will also perform portfolio management services on behalf of the Company with respect to the NLOP Properties. Such services will include, but not be limited to, consulting with the Company on the purchase and sale of, and other investment opportunities in connection with, the Company’s portfolio of assets; the collection of information and the submission of reports pertaining to the Company’s assets, interest rates and general economic conditions; periodic review and evaluation of the performance of the Company’s portfolio of assets; acting as liaison between the Company and banking, mortgage banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management. Additionally, the Advisor will perform monitoring services on behalf of the Company with respect to any services provided by third parties, which the Advisor determines are material to the performance of the business.

(d)Notwithstanding anything to the contrary in this Agreement, the Advisor must obtain prior approval by a majority of the Board of Trustees (including a majority of the Independent Trustees and a majority of the members of the Board of Trustees not involved in the applicable transaction) (the

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“Required Approval”) prior to causing the Company to take any of the following actions (subject to any delegation for which the Required Approval was obtained with respect thereto):

(i)the entry into, or termination or material modification of, any material transaction related to any NLOP Property, including dispositions and joint ventures;

(ii)the entry into, or termination or material modification of, any material financing, loan or securities offering transaction of the Company or its Subsidiaries;

(iii)the retention of the Company’s independent registered public accountants (which shall also require the prior approval of the Audit Committee of the Board of Trustees);

(iv)the entry into, or termination or modification of, any material transaction between the Company, on the one hand, and the Advisor or its Affiliates, on the other hand;

(v)the issuance, optional redemption or repurchase of equity or debt securities by the Company or any of its Subsidiaries;

(vi)the grant, termination or material modification of any equity incentive awards by the Company or any of its Subsidiaries;

(vii)the entry into, or termination or material modification of any transaction that would constitute a Change in Control; and

(viii)such other matters as may be determined by the Board of Trustees from time to time.

(e)The Advisor shall make available sufficient experienced and appropriate personnel to perform the services and functions specified herein, including, without limitation, a chief executive officer, chief financial officer, the positions required under the Governing Instruments of the Company and its Subsidiaries and such other positions as the Advisor deems reasonably necessary from time to time. The Advisor shall not be obligated to dedicate any of its officers or other personnel exclusively to the Company nor is the Advisor, its Affiliates or any of their officers or other employees obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services required hereunder.

(f)The Advisor may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, tax counsel, appraisers, insurers, brokers, business developers, transfer agents, registrars, developers, investment banks, financial advisors, underwriters, banks and other consultants and advisors as the Advisor deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Advisor shall have the right to cause any such services to be rendered by its employees or Affiliates (which, for the avoidance of doubt, includes any employees, consultants or agents of any Affiliate of the Advisor). The Advisor shall further be entitled to reasonably rely on qualified experts hired by the Advisor, including any of the foregoing.

(g)Subject to Section 2(d) above, the Advisor may enter into agreements with other parties in connection with its duties hereunder.

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(h)Notwithstanding anything to the contrary contained in this Agreement, it is agreed and understood that the European Advisor shall be responsible for providing portfolio management services with respect to the NLOP Properties that are located outside of the United States, and such other services contemplated by, and pursuant to the terms of, the European Advisory Agreement.

SECTION 3. OTHER ACTIVITIES OF THE ADVISOR

Nothing herein shall prevent the Advisor or its Affiliates (or their members, officers, directors, employees, agents, representatives, advisors or others) from engaging in any other business or activities, or from rendering services of any kind to any other Person, including advisory or other services to others similar to those set forth in this Agreement. The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Advisor. The Company and the Board of Trustees acknowledge that the Advisor and/or one or more of its Affiliates may be or become subject to various conflicts of interest. The Advisor shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Advisor and/or any other Person or entity on whose behalf the Advisor may be engaged.

SECTION 4. AGENCY

The Advisor shall act as agent of the Company in making, acquiring, financing and disposing of assets of the Company, disbursing and collecting the Company’s funds, paying the debts and fulfilling the obligations of the Company, supervising the performance of professionals engaged by or on behalf of the Company and handling, prosecuting and settling any claims of or against the Company, the Board of Trustees, holders of the Company’s securities or the Company’s representatives or properties.

SECTION 5. BANK ACCOUNTS

The Advisor may establish and maintain, subject to any applicable conditions or limitations of the loan documents applicable to the Company, one or more bank accounts in its own name for account of the Company or in the name of the Company or any Subsidiary (any such account, a “Company Account”), and may collect and deposit funds into any such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board of Trustees and, upon request, to the auditors of the Company or any Subsidiary.

SECTION 6. RECORDS

The Advisor shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company at any time during normal business hours upon reasonable advance notice to the Advisor.

SECTION 7. CONFIDENTIALITY

The Advisor shall keep confidential any and all non-public information obtained in connection with the services rendered under this Agreement and shall not disclose any such information to any Person, except to (i) its Affiliates, members, officers, directors, employees, agents, representatives or advisors who reasonably need such information for the Advisor to be able to perform its duties hereunder (and the European Advisor to carry out its duties under the European Advisory Agreement, (ii) appraisers, lenders, bankers and other parties as necessary in the ordinary course of the Company’s business, (iii) in

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connection with any governmental or regulatory filings or requests of the Company or the Advisor or any of their Affiliates, (v) as required by applicable law or regulation, including any applicable disclosure requirements applicable to the Company and the Advisor and their Affiliates under securities or blue sky laws or stock exchange listing requirements, or (vi) with the prior written consent of the Board of Trustees. The confidentiality provisions of this Section 7 shall survive for a period of three (3) years after the Termination Date.

SECTION 8. LIMITATION ON ACTIVITIES; INSURANCE

(a)The Advisor shall refrain from any action that, in its sole judgment made in good faith, (i) can reasonably be expected to result in the loss of the Company’s status as a REIT under the Code, or to subject the Company to regulation under the Investment Company Act, or (ii) can reasonably be expected to result in the violation of any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company or that would otherwise not be permitted by such entity’s Governing Instruments. If the Advisor is ordered to take any such action by the Board of Trustees, the Advisor shall promptly notify the Board of Trustees of the Advisor’s judgment with respect thereto. Notwithstanding the foregoing, the Advisor and its Affiliates, officers and employees shall not be liable to the Company or any Subsidiary, the Board of Trustees, or the Company’s or any Subsidiary’s shareholders or partners for any act or omission by the Advisor, its Affiliates, officers or employees except as provided in Section 11.

(b)The Advisor shall at all times during the term of this Agreement (including the Initial Term and any Renewal Term) maintain such insurance coverage as is customarily maintained by other advisors, managers or servicers of similar assets. No fidelity bond shall be required.

(c)The Advisor acknowledges receipt of the Company’s Code of Business Conduct and Ethics, and Policy on Insider Training, and agrees to require its employees who provide services to the Company to comply with such codes and policies.

SECTION 9. COMPENSATION

(a)Management Fee. As compensation for the Advisor’s services under this Agreement, during the Term, the Company will pay the Advisor a management fee of $625,000.00 per calendar month (the “Base Management Fee”), which shall be subject to adjustment as set forth in this Section 9 (as may be adjusted pursuant to this Section 9, the “Management Fee”).

(b)Initial Management Fee Proration. The Management Fee for the initial calendar month following the Effective Time shall be prorated to an amount equal to the product of (i) the Base Management Fee and (ii) the quotient obtained by dividing (a) the number of calendar days remaining in such calendar month following the Effective Date; and (b) the total number of calendar days in such initial calendar month.

(c)Adjustments for Dispositions. If a Qualified Disposition of a NLOP Property (each a “Disposed Property”) occurs during a calendar month, the Management Fee for such calendar month shall be reduced, for each such Disposed Property, by an amount equal to the product of (i) the Applicable Disposition Discount with respect to such Disposed Property, and (ii) the quotient obtained by dividing (a) the number of calendar days remaining in such calendar month following the closing date of such Qualified Disposition and (b) the total number of calendar days in such calendar month. For each full calendar month following any such Qualified Disposition, the Management Fee shall be reduced by the Applicable Disposition Discount with respect to such Disposed Property.

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(d)Limitations. In no event shall the Management Fee for any calendar month be greater than the Management Fee in effect during the preceding calendar month (without regard for the adjustments, if any, as set forth in Section 9(b) above), and in no event shall the aggregate Management Fee payable for a given fiscal year exceed $7.5 million. For the avoidance of doubt, the Management Fee shall not be modified or reduced except as expressly set forth in this Section 9, and shall not be modified or reduced for changes and amendments with respect to any NLOP Property, other than a Qualifying Disposition, including, but not limited to (i) new or amended lease arrangements, (ii) property vacancies, (iii) insolvency or bankruptcy, or (iv) changes in the operating performance of such NLOP Property. The Management Fee to be paid to the Advisor under this Section 9, a portion of which shall be paid to the European Advisor as agreed between the Advisor and the European Advisor for the services provided by the European Advisor under the European Advisory Agreement, is not intended to compensate the Advisor with respect to the NLOP Properties that are located outside of the United States.

(e)Invoices. Promptly following the end of each calendar month, the Advisor shall prepare and deliver to the Company a written invoice for such calendar month’s Management Fee. Upon the request of the Board of Trustees, the Advisor shall also provide the supporting calculations with respect to the Management Fee for any given calendar month (provided that such a request, and the Company’s delivery thereof, shall not delay the payment date set forth in Section 9(f) below).

(f)Payment. The Management Fee shall be payable, in cash, monthly in arrears, by wire transfer of immediately available funds in accordance with the Advisor’s written invoice, on the later of (i) 30 calendar days following the end of such calendar month or (ii) 20 calendar days following receipt of the Advisor’s invoice for such prior calendar month’s Management Fee.

SECTION 10. EXPENSES

(a)Administrative Reimbursement. During the Term, the Company shall pay the Advisor a base administrative reimbursement of $333,333.33 per calendar month (as may be adjusted pursuant to Section 10(b), the “Administrative Reimbursement”) as reimbursement for the Advisor Costs.

(b)Initial Administrative Reimbursement Proration. The Administrative Reimbursement for the initial calendar month following the Effective Time shall be prorated to an amount equal to the product of (i) the Administrative Reimbursement and (ii) the quotient obtained by dividing (a) the number of calendar days remaining in such calendar month following the Effective Date; and (b) the number of calendar days in such initial calendar month.

(c)Advisor Costs. Except as otherwise expressly provided herein or approved by majority vote of the Independent Trustees or the Audit Committee, in exchange for the Administrative Reimbursement, the Advisor shall bear the following expenses incurred in connection with the performance of its duties under this Agreement, and shall not be entitled to reimbursement with respect to such expenses (collectively, the “Advisor Costs”):

(i)base salary, cash incentive compensation and other employment expenses of personnel employed by the Advisor, including, but not limited to, salaries, wages, payroll taxes and the cost of employee benefit plans (other than equity awards granted by the Company pursuant to an equity compensation plan approved by the Board of Trustees);

(ii)fees and travel and other expenses of employees of the Advisor, to the extent not incurred while providing services pursuant to this Agreement;

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(iii)rent, telephone, utilities, office furniture, equipment and machinery (including computers, to the extent utilized) and other office expenses of the Advisor, except to the extent such expenses relate solely to an office maintained by the Company separate from the offices of the Advisor; and

(iv)miscellaneous administrative expenses relating to performance by the Advisor of its obligations hereunder.

(d)Expense Reimbursement. Except as expressly otherwise provided in this Agreement, the Company shall pay (or shall reimburse the Advisor for) all of its and its Subsidiaries’ expenses and all costs and expenses associated with the services to be provided pursuant to this Agreement. Without limiting the generality of the foregoing, it is specifically agreed that the following out-of-pocket expenses of the Company and its Subsidiaries shall be paid by the Company (or shall be reimbursed by the Company to the Advisor) (collectively, the “Expenses”):

(i)the cost of borrowed money;

(ii)taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company or its Subsidiaries;

(iii)legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries’ securities on a stock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges;

(iv)expenses of organizing, restructuring, reorganizing or liquidating the Company or any of its Subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ Governing Instruments;

(v)fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Advisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants and other agents and independent contractors employed by or on behalf of the Company and its Subsidiaries (whether or not engaged by the Advisor rather than directly by the Company);

(vi)expenses directly connected with the investigation, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Advisor, to the extent that such expenses are to be borne by the Advisor pursuant to this Agreement, including Section 10(c);

(vii)all insurance costs (including officer and trustee liability insurance) incurred in connection with the Company and its Subsidiaries or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party or arising under the Company’s or any of its Subsidiaries’ Governing Instruments;

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(viii)expenses connected with payments of distributions, dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company or any of its Subsidiaries;

(ix)all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other administrative work necessary to maintaining relations with holders of securities, including the proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities;

(x)legal, accounting, auditing and other professional services fees and expenses in addition to those described above;

(xi)filing and recording fees and costs for regulatory or governmental filings, approvals and notices;

(xii)the costs and expenses of conceiving, implementing, managing and settling all equity award or compensation plans or arrangements established by the Company or any of its Subsidiaries, including but not limited to the value of awards made by the Company or any of its Subsidiaries to members of the Board of Trustees, the Advisor or its employees, if any, and payment of any employment or withholding taxes in connection therewith; and

(xiii)all other costs and expenses of the Company and its Subsidiaries, other than those to be specifically borne by the Advisor pursuant to Section 10(c) above.

(e)Invoices. Promptly following the end of each calendar month, the Advisor shall prepare and deliver to the Company a written invoice for such calendar month’s Expenses paid by the Advisor and for which the Advisor is entitled to reimbursement pursuant to Section 10(d) and such Expenses (as defined in the European Advisory Agreement) paid by the European Advisor and for which the European Advisor is entitled to reimbursement pursuant to the European Advisory Agreement (collectively, the “Reimbursable Expenses”). Upon the request of the Board of Trustees, the Advisor shall also provide the reasonable supporting documentation with respect to the Reimbursable Expenses for any given calendar month (provided that such a request, and the Advisor’s delivery thereof, shall not delay the payment date set forth in Section 10(f) below).

(f)Payment. The Administrative Reimbursement shall be payable, in cash, monthly in arrears, by wire transfer of immediately available funds to the account or accounts designated in writing by the Advisor, on the date that is 30 calendar days following the end of such calendar month. Reimbursable Expenses for which the Advisor is entitled to reimbursement pursuant to Section 10(d) shall be payable, in cash, monthly in arrears, by wire transfer of immediately available funds in accordance with the Advisor’s written invoice, on the later of (i) 30 calendar days following the end of such calendar month or (ii) 20 calendar days following receipt of the Advisor’s invoice for such prior calendar month’s Expenses.

(g)The Administrative Reimbursement and Reimbursable Expenses to be paid to the Advisor under this Section 10, a portion of which shall be paid to the European Advisor as agreed between the Advisor and the European Advisor for the services provided by the European Advisor under the European Advisor Agreement, are not intended to compensate the Advisor with respect to the NLOP Properties that are located outside of the United States.

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SECTION 11. LIMITATION OF LIABILITY; INDEMNIFICATION

(a)Notwithstanding anything to the contrary in this Agreement, the Advisor shall have no responsibility under this Agreement other than to render the services as required under this Agreement in good faith and shall not be responsible for any action of the Board of Trustees in following or declining to follow any advice or recommendations of the Advisor, including as set forth in Section 8(a). The Advisor, its Affiliates and their members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Trustees or to the Company’s or any Subsidiary’s shareholders or partners for any acts or omissions by the Advisor, its Affiliates, members, managers, officers or employees pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct or gross negligence.

(b)The Company shall, to the full extent lawful, reimburse, indemnify and hold the Advisor, its Affiliates, members, managers, officers and employees, sub-advisors and each other Person, if any, controlling the Advisor or its Affiliates (each, an “Advisor Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever (including attorneys’ fees) (collectively, “Losses”) in respect of or arising from any acts or omissions of such Advisor Indemnified Party made in good faith in the performance of the Advisor’s duties under this Agreement and not constituting such Advisor Indemnified Party’s bad faith, willful misconduct or gross negligence.

(c)The Advisor shall, to the full extent lawful, reimburse, indemnify and hold the Company, its Subsidiaries, its shareholders, trustees, officers and employees and each other Person, if any, controlling the Company or its Subsidiaries (each, a “Company Indemnified Party”), harmless of and from any and all Losses in respect of or arising from any acts or omissions of the Advisor constituting bad faith, willful misconduct or gross negligence.

(d)Promptly after receipt by the Advisor Indemnified Party or the Company Indemnified Party, as applicable (the “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made pursuant hereto, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any Indemnified Party pursuant to this Section 11. In case any such action shall be brought against an Indemnified Party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such Indemnified Party and, after notice from the indemnifying party to such Indemnified Party of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under this Section 11, as applicable, for any legal expenses of other counsel or any of the expenses, in each case subsequently incurred by such Indemnified Party, unless (i) the indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and Indemnified Party and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them.

(e)The Company shall be required to advance funds to an Advisor Indemnified Party for legal expenses and other costs incurred as a result of any legal action or proceeding if a claim in respect thereof is to be made pursuant hereto and if requested by such Advisor Indemnified Party if (i) such suit, action or proceeding relates to or arises out of, or is alleged to relate to or arise out of or has been caused

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or alleged to have been caused in whole or in part by, any action or inaction on the part of the Advisor Indemnified Party in the performance of its duties or provision of its services on behalf of the Company; and (ii) the Advisor Indemnified Party undertakes to repay any funds advanced pursuant to this Section 11(e) in cases in which such Indemnified Party would not be entitled to indemnification under Section 11(b). If advances are required under this Section 11(e), the Advisor Indemnified Party shall furnish the Company with an undertaking as set forth in clause (ii) of the preceding sentence and shall thereafter have the right to bill the Company for, or otherwise require the Company to pay, at any time and from time to time after such Advisor Indemnified Party shall become obligated to make payment therefor, any and all reasonable amounts for which such Advisor Indemnified Party is entitled to indemnification under this Section 11, and the Company shall pay the same within thirty (30) days after request for payment. In the event that a determination is made by a court of competent jurisdiction or an arbitrator that the Company is not so obligated in respect of any amount paid by it to a particular Advisor Indemnified Party, such Advisor Indemnified Party will refund such amount within sixty (60) days of such determination, and in the event that a determination by a court of competent jurisdiction or an arbitrator is made that the Company is so obligated in respect to any amount not paid by the Company to a particular Advisor Indemnified Party, the Company will pay such amount to such Advisor Indemnified Party within thirty (30) days of such final determination, in either case together with interest at the current prime rate plus two percent (2%) from the date paid until repaid or the date it was obligated to be paid until the date actually paid.

SECTION 12. NO JOINT VENTURE

Nothing in this Agreement shall be construed to make the Company and the Advisor partners or joint venturers or impose any liability as such on either of them.

SECTION 13. TERM

This Agreement shall have an initial term of three (3) years (the “Initial Term”), and shall automatically renew thereafter for successive one (1) year terms (each a “Renewal Term,” and such term, as renewed, the “Term”) without further action by either the Company or the Advisor, unless earlier terminated in accordance with the terms of this Agreement.

SECTION 14. TERMINATION

(a)No later than 180 days prior to the expiration of the Initial Term or any Renewal Term, either the Company or the Advisor may deliver written notice of its intention not to renew the term, whereupon the term of this Agreement shall not be renewed and extended, and this Agreement shall terminate effective on the expiration date of such Initial Term or Renewal Term, as applicable (each a “Termination for Convenience” by such notifying party).

(b)The Company may terminate this Agreement immediately, without prior notice to the Advisor, for Cause.

(c)The Advisor may terminate this Agreement (i) immediately, without prior notice to the Company, with Good Reason or (ii) effective concurrently with or within 90 days following the Termination Date (as defined in the European Advisory Agreement) of the European Advisory Agreement (a “Cross Default Termination”).

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SECTION 15. TERMINATION FEE

(a)In the event of a Qualifying Termination, the Company shall pay the Advisor a fee (the “Termination Fee”) in an amount equal to the product of (i) either (a) 2.0, if such Qualifying Termination occurs prior to the end of the Initial Term, or (b) 1.5, if such Qualifying Termination occurs on or after the end of the Initial Term, and (ii) the sum of the Management Fee payable by the Company during the twelve full calendar months preceding such termination (the “Trailing Annual Fees”). In the event of a Qualifying Termination that occurs on or prior to the end of the twelfth full calendar month following the Effective Time, Trailing Annual Fees shall be deemed to equal the product of (i) the average of the sum of the Management Fees payable during each completed calendar month following the Effective Time (or $1,875,000.00, if no calendar month has been completed following the Effective Time), and (ii) twelve. The Termination Fee shall be payable to the Advisor on or before the Termination Date of this Agreement, and shall be in addition to all other earned but unpaid Management Fee and Administrative Reimbursement, and any incurred but unreimbursed Expenses accumulated as of the Termination Date, in each case, in accordance with Section 16.

(b)For the avoidance of doubt, in no event shall a Termination Fee be payable exclusively as a result of the liquidation, dissolution or winding up of the Company.

SECTION 16. ACTION UPON TERMINATION

(a)From and after the Termination Date, the Advisor shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing through the Termination Date, including, without limitation, any Termination Fee due in connection with such termination.

(b)On the Termination Date or as promptly thereafter as practicable, the Advisor shall forthwith:

(i)after deducting any earned but unpaid Management Fee or Administrative Reimbursement (including, for the avoidance of doubt, the prorated portion of the Management Fee or Administrative Reimbursement for the period between the beginning of the calendar month during which the termination occurred and the Termination Date) and incurred but unreimbursed Expenses accumulated, in each case, through the Termination Date, including, without limitation, any Termination Fee due in connection with such termination, pay over to the Company all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;

(ii)deliver to the Board of Trustees a full accounting, including a statement showing all payments collected and money held by it, covering the period following the date of the last accounting furnished to the Board of Trustees with respect to the Company or a Subsidiary; and

(iii)deliver to the Board of Trustees all property and documents of the Company or any Subsidiary then in the custody of the Advisor; provided, however, that the Advisor may retain copies of all such information.

(c)On the Termination Date or as promptly thereafter as practicable, the Company shall (to the extent such amounts have not already been deducted in accordance with Section 16(b)(i) above) forthwith:

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(i)pay to the Advisor all earned but unpaid Management Fees and Administrative Reimbursement (including, for the avoidance of doubt, the prorated portion of the Management Fee or Administrative Reimbursement for the period between the beginning of the calendar month during which the termination occurred and the Termination Date) through the Termination Date, including, without limitation, any Termination Fee due in connection with such termination; and

(ii)reimburse the Advisor for all incurred but unreimbursed Expenses payable to the Advisor under this Agreement and payable to the European Advisory under the European Advisory Agreement through the Termination Date.

SECTION 17. ASSIGNMENT

Neither party may assign this Agreement or its rights hereunder without the written consent of the other party, except that the Advisor may assign this Agreement (i) to an Affiliate (only with respect to an entity described in clause (i) of the definition thereof) or other entity whose business and operations are managed or supervised by WPC, or (ii) to a corporation, partnership, limited liability company, association, trust, or other entity that is a successor (by merger, consolidation or otherwise) to the Advisor.

SECTION 18. RELEASE OF PROPERTY

(a)The Advisor agrees that any money or other property of the Company or a Subsidiary thereof held by the Advisor under this Agreement shall be held by the Advisor as custodian for the Company or such Subsidiary, and the Advisor’s records shall be appropriately marked clearly to reflect the ownership of such money or other property by the Company or such Subsidiary. Upon the receipt by the Advisor of a written request from the Board of Trustees requesting the Advisor to release to the Company or any Subsidiary any money or other property then held by the Advisor for the account of the Company or any Subsidiary under this Agreement, the Advisor shall release such money or other property to the Company or any Subsidiary within a reasonable period of time, but in no event later than 30 days following such request. The Advisor shall not be liable to the Company, any Subsidiary, the Board of Trustees or the Company’s or any Subsidiary’s shareholders or partners for any act or omission by the Company or any Subsidiary in connection with the money or other property released to the Company or any Subsidiary in accordance with this Section 18.

(b)The Company agrees to reasonably cooperate with the Advisor to the extent any release of money or other property to the Company or any Subsidiary, and shall refrain from demanding any such release to the extent doing so may compromise the Company’s operations or Advisor’s ability to effectively carry out its duties under this Agreement, or that may materially adversely affect the Company or not be permitted by the Company’s or any Subsidiary’s Governing Instruments. If the Advisor is ordered release any money or other property in a manner that may be adverse to the Company, as described in the preceding sentence, the Advisor shall promptly notify the Board of Trustees of the Advisor’s judgment thereof. Notwithstanding the foregoing, the Advisor and its Affiliates, officers and employees shall not be liable to the Company or any Subsidiary, the Board of Trustees, or the Company’s or any Subsidiary’s shareholders or partners for any act or omission by the Advisor, its Affiliates, officers or employees except as provided in Section 11.

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SECTION 19. NOTICES

Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by email, facsimile transmission or email against answerback or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

(a)If to the Company:

One Manhattan West

395 Ninth Avenue

New York, NY 10001

Attention: Chief Legal Officer

(b)If to the Advisor:

One Manhattan West

395 Ninth Avenue

New York, NY 10001

Attention: Chief Legal Officer

Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 19 for the giving of notice.

SECTION 20. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.

SECTION 21. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing executed by both parties.

SECTION 22. ARBITRATION

(a)Any disputes, claims or controversies arising out of or relating to this Agreement, the provision of services by the Advisor pursuant to this Agreement or the transactions contemplated hereby, including any disputes, claims or controversies brought by or on behalf of the Company or the Advisor or any holder of equity interests (which, for purposes of this Section 22, shall mean any holder of record or any beneficial owner of equity interests or any former holder of record or beneficial owner of equity

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interests) of the Company or the Advisor, either on his, her or its own behalf, on behalf of the Company or the Advisor or on behalf of any series or class of equity interests of the Company or the Advisor or holders of any equity interests of the Company or the Advisor against the Company or the Advisor or any of their respective trustees, directors, members, officers, managers (including the Advisor or its successor), agents or employees, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement or the governing documents of the Company or the Advisor (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 22. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against the trustees, directors, officers or managers of the Company or the Advisor and class actions by a holder of equity interests against those individuals or entities and the Company or the Advisor. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 22, the term “equity interest” shall mean, (i) in respect of the Company, shares of beneficial interest of the Company, and (ii) in respect of the Advisor, “membership interest” in the Advisor as defined in the Delaware Limited Liability Company Act, as amended.

(b)There shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. The arbitrators may be affiliated or interested persons of the parties. If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

(c)The place of arbitration shall be New York, New York, unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there

20

shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 22(g), each party against which the Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of the Award or such other date as the Award may provide.

(f)Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties thereto, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Company’s or the Advisor’s, as applicable, award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

(g)Notwithstanding any language to the contrary in this Agreement, the Award, including but not limited to, any interim Award, may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). The Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of the Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, this Section 22(f) shall apply to any appeal pursuant to this Section 22(f) and the appeal tribunal shall not render an award that would include shifting of any costs or expenses (including attorneys’ fees) of any party.

(h)Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 22(g), the Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

(i)This Section 22 is intended to benefit and be enforceable by the Company, the Advisor and their respective holders of equity interests, trustees, directors, officers, managers (including the Advisor or its successor), agents or employees, and their respective successors and assigns and shall be binding upon the Company, the Advisor and their respective holders of equity interests, and be in addition

21

to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

SECTION 23. GOVERNING LAW

This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, notwithstanding any New York or other conflict-of-law provisions to the contrary.

SECTION 24. NO WAIVERS

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

SECTION 25. HEADINGS

The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.

SECTION 26. EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

SECTION 27. SURVIVAL

Sections 1, 7, 11, 15, 16, 20, 22, 23, 25 and 27 shall survive the termination hereof. Any termination of this Agreement shall be without prejudice to the rights of the parties hereto accrued prior to the termination or upon termination.

SECTION 28. SEVERABILITY

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY
Net Lease Office Properties,
a Maryland real estate trust
By:
	Name:
	Title:

ADVISOR
W. P. Carey Management LLC,
a Delaware limited liability company
By:
	Name:
	Title:

[Signature Page to Advisory Agreement]

EX-2.4

Exhibit 2.4

ADVISORY AGREEMENT

dated as of               , 2023

between

NET LEASE OFFICE PROPERTIES

and

W. P. CAREY & CO. B.V.

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS	1
SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR	6
SECTION 3. OTHER ACTIVITIES OF THE ADVISOR	10
SECTION 4. AGENCY	10
SECTION 5. BANK ACCOUNTS	10
SECTION 6. RECORDS	10
SECTION 7. CONFIDENTIALITY	10
SECTION 8. LIMITATION ON ACTIVITIES; INSURANCE	11
SECTION 9. COMPENSATION	11
SECTION 10. EXPENSES	12
SECTION 11. LIMITATION OF LIABILITY; INDEMNIFICATION	15
SECTION 12. NO JOINT VENTURE	16
SECTION 13. TERM	16
SECTION 14. TERMINATION	16
SECTION 15. TERMINATION FEE	17
SECTION 16. ACTION UPON TERMINATION	17
SECTION 17. ASSIGNMENT	18
SECTION 18. RELEASE OF PROPERTY	18
SECTION 19. NOTICES	19
SECTION 20. SUCCESSORS AND ASSIGNS	19
SECTION 21. ENTIRE AGREEMENT	19
SECTION 22. ARBITRATION	19
SECTION 23. GOVERNING LAW	22
SECTION 24. NO WAIVERS	22
SECTION 25. HEADINGS	22
SECTION 26. EXECUTION IN COUNTERPARTS	22
SECTION 27. SURVIVAL	22
SECTION 28. SEVERABILITY	22

ANNEX A: COVERED PROPERTIES

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (this “Agreement”) is made as of                    , 2023 (the “Effective Date”) by and between Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and W. P. Carey & Co. B.V., a Dutch limited liability company (together with its permitted assignees, the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company, through its own operations and the operations of its Subsidiaries (as defined herein), is in the business of owning, developing, managing and disposing of office real property;

WHEREAS, the Company intends to qualify as a Real Estate Investment Trust (a “REIT”) under the Code (as defined herein);

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certain facilities of, or available to, the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Trustees of, the Company, as provided in this Agreement;

WHEREAS, the Company and the US Advisor have, concurrently with the execution of this Agreement, entered into that the US Advisory Agreement; and

WHEREAS, the Advisor is willing to render such services on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following terms have the definitions hereinafter indicated:

“AAA” has the meaning set forth in Section 22(a) of this Agreement.

“Advisor” has the meaning set forth in the preamble to this Agreement.

“Advisor Costs” has the meaning set forth in Section 10(b) of this Agreement.

“Advisor Indemnified Party” has the meaning set forth in Section 11(b) of this Agreement.

“Affiliate” means, with respect to any Person, (i) any other Person directly or indirectly controlling, controlled by, or under common control with such Person, (ii) any executive officer, general partner or managing member of such Person, (iii) any member of the board of directors or board of managers (or bodies performing similar functions) of such Person and (iv) any legal entity for which such Person acts as an executive officer, general partner or managing member. For the avoidance of doubt, and for purposes of this Agreement, the Company shall not be considered an Affiliate of the Advisor.

“Agreement” means this Advisory Agreement, as amended from time to time.

“Appellate Rules” has the meaning set forth in Section 22(g) of this Agreement.

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“Audit Committee” means the audit committee of the Board of Trustees or the committee or body performing similar functions.

“Award” has the meaning set forth in Section 22(e) of this Agreement.

“Board of Trustees” means the board of trustees of the Company.

“Cause” means the occurrence of any of the following events:

(a)any material breach of a material term of this Agreement by the Advisor that has not been cured within 30 days following written notice thereof from the Company;

(b)fraud, criminal conduct, willful misconduct or willful or grossly negligent breach by the Advisor in the performance of its duties under this Agreement that, in each case, is determined by a majority of the Company’s Independent Trustees to be materially adverse to the Company;

(c)the commencement of any proceeding relating to the Advisor’s bankruptcy or insolvency, or the dissolution of the Advisor, including an order for relief in an involuntary bankruptcy case or the Advisor authorizing or filing a voluntary bankruptcy petition; or

(d)termination of the US Advisory Agreement by the Company for “Cause” (as defined in the US Advisory Agreement) pursuant to subsections (a), (b) or (c) of the definition thereof.

“Change in Control” means the occurrence of any of the following events:

(a)a transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company or any Subsidiary of the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; provided, however, that no person or group shall be treated for purposes of this clause (b)(ii) as beneficially owning fifty percent (50%) or more of the combined voting power of the Company solely as a result of the voting power held in the Company prior to the consummation of the transaction;

(b)during any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board of Trustees together with any new trustee(s) (other than a trustee designated by a person who shall have entered into an agreement with the Company to effect a transaction described in the preceding clause (i) or the succeeding clause (iii) of this definition) whose election by the Board of Trustees or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the trustees then still in office who either were trustees at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c)the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (A) a merger, consolidation, reorganization, or business combination, (B) a sale or other disposition of all or substantially all of the

2

Company’s assets in any single transaction or series of related transactions or (C) the acquisition of all or substantially all of the assets or stock of another entity, in each case, other than a transaction:

(i)which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and following which the Successor Entity continues to own all or substantially all the assets that the Company owned immediately before the transaction and succeeds to its business, and

(ii)after which no person or group beneficially owns voting securities representing more than fifty percent (50%) of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (b)(ii) as beneficially owning fifty percent (50%) or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction; or

(d)approval by the Company’s shareholders of a liquidation or dissolution of the Company.

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

“Common Share” means a common share of beneficial interest, par value $0.001 per share, of the Company now or hereafter authorized as common voting shares of the Company.

“Company” has the meaning set forth in the preamble to this Agreement.

“Company Account” has the meaning set forth in Section 5 of this Agreement.

“Company Indemnified Party” has the meaning set forth in Section 11(c) of this Agreement.

“Covered Properties” means the real properties of the Company or its Subsidiaries located outside of the United States listed in Annex A hereto.

“Cross Default Termination” has the meaning set forth in Section 14(c) of this Agreement.

“Disputes” has the meaning set forth in Section 22(a) of this Agreement.

“Effective Date” has the meaning set forth in the preamble to this Agreement.

“European Qualifying Termination” means the occurrence of any of the following events:

(a)Termination for Convenience by the Company;

(b)Termination by the Advisor with Good Reason; or

3

(c)Cross Default Termination by the Advisor if the US Advisory Agreement is terminated pursuant to (i) a “Termination for Convenience” by the Company or (ii) a termination by the Advisor with “Good Reason” (each as defined in the US Advisory Agreement).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses” has the meaning set forth in Section 10(c) of this Agreement.

“Good Reason” means the occurrence of any of the following events:

(a)any failure to obtain a reasonably satisfactory agreement from any successor to the Company to assume the Company’s obligations under the Agreement;

(b)any material breach of this Agreement by the Company that has not been cured within 30 days following written notice thereof from the Advisor; or

(c)the Advisor has the right to terminate the US Advisory Agreement with “Good Reason” (as defined in the US Advisory Agreement) pursuant to subsection (a) or (b) of the definition thereof.

“Governing Instruments” means, with regard to any entity, the declaration of trust and bylaws in the case of a real estate investment trust, the articles of incorporation and bylaws in the case of a corporation, the certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership, the articles of formation and the operating agreement in the case of a limited liability company, or, in each case, comparable governing documents.

“Indemnified Party” has the meaning set forth in Section 11(d) of this Agreement.

“Independent Trustee” means any member of the Board of Trustees who, on the date at issue, is “independent” as determined by application of the rules and regulations of any applicable securities exchange on which the Common Shares are listed.

“Initial Term” has the meaning set forth in Section 13 of this Agreement.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Losses” has the meaning set forth in Section 11(b) of this Agreement.

“Person” means any natural person, corporation, partnership, association, limited liability company, estate, trust, joint venture, any federal, state, county or municipal government or any bureau, department or agency thereof or any other legal entity and any fiduciary acting in such capacity on behalf of the foregoing.

“REIT” has the meaning set forth in the recitals to this Agreement”

“Renewal Term” has the meaning set forth in Section 13 of this Agreement.

“Required Approval” has the meaning set forth in Section 2(d) of this Agreement:

“Rules” has the meaning set forth in Section 22(a) of this Agreement.

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“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means any subsidiary of the Company and any partnership, the general partner of which is the Company or any subsidiary of the Company and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.

“Term” has the meaning set forth in Section 13 of this Agreement.

“Termination Date” means the effective date of any termination pursuant to Section 14.

“Termination for Convenience” has the meaning set forth in Section 14(a) of this Agreement.

“Trustee” means any person holding such office on the Board of Trustees, as of any particular time.

“US Advisor” means W. P. Carey Management LLC, a wholly owned subsidiary of WPC.

“US Advisory Agreement” means that certain US Advisory Agreement entered into by and between the Company and the US Advisor concurrently with this Agreement, as such agreement may be modified or amended from time to time in accordance with its terms.

“WPC” means W. P. Carey Inc., a Maryland corporation, of which the Advisor is a wholly owned subsidiary.

SECTION 2. APPOINTMENT AND DUTIES OF THE ADVISOR

(a)The Company hereby appoints the Advisor to provide management services with respect to the asset management, property disposition support, strategic management services, and related services, in each case, related to the Covered Properties, and the Advisor hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Advisor shall be exclusive to the Advisor, except to the extent that the Advisor elects, pursuant to the terms and conditions of this Agreement, to cause the duties of the Advisor hereunder to be provided by third parties.

(b)The Advisor, in its capacity as such, shall at all times be subject to the supervision, direction and management of the Board of Trustees, and will have only such functions and authority as the Company may delegate to it and as set forth in this Agreement. The Board of Trustee has dispositive power in the event of any conflict between the Board of Trustees and the Advisor with respect to the functions and authority delegated to the Advisor above.

(c)The Company and the Board of Trustees, subject to the limitations set forth in Section 2(d), hereby delegates the following functions and authority to the Advisor, and the Advisor agrees to perform (or cause to be performed) such services and activities relating to the Covered Properties as may be appropriate, including, without limitation:

(i)sourcing, investigating and evaluating prospective disposition, exchange or other transactions with respect to the Covered Properties (including potential seller financing related

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thereto, as may be permitted), and making recommendations with respect thereto to the Board of Trustees, where applicable;

(ii)conducting negotiations with brokers, purchasers and their respective agents and representatives, investment bankers and other parties regarding the disposition, exchange or other transactions with respect to the Covered Properties (including potential seller financing related thereto, as may be permitted), and subject to any necessary approvals from the Board of Trustees, executing and delivering documentation related thereto and performing the transactions contemplated thereby;

(iii)managing and monitoring the operating performance of Covered Properties and cooperating with the U.S. Advisor to provide periodic reports to the Board of Trustees, in form, substance and frequency as the Advisor deems reasonably necessary or as the Board of Trustees may otherwise reasonably request;

(iv)assisting the Company in developing criteria that are specifically tailored to the Company’s operations and divestiture objectives with respect to the Covered Properties;

(v)engaging and supervising independent contractors that provide services relating to the Covered Properties, including, but not limited to, investment banking, legal, regulatory, tax, accounting, securities brokerage, property management, real estate, leasing, brokerage and other advisory and consulting services reasonably necessary for Advisor to perform its duties hereunder (it being understood that the Independent Trustees and any committees of the Board of Trustees shall retain the authority to hire its or their own attorneys or other advisors);

(vi)cooperating with the U.S. Advisor in the negotiation, on behalf of the Company, of the terms of loan documents for the Company’s financings, if any, with respect to any Covered Property;

(vii)coordinating and managing the operations of any joint venture or co-investment interests held by the Company and conducting and overseeing all matters with respect to the joint venture or co‑investment partners, in each case, with respect to the Covered Properties;

(viii)coordinating and supervising all property managers, tenant operators, leasing agents and developers for the administration, leasing, management and/or development of any of the Covered Properties;

(ix)providing executive and administrative personnel, office space and administrative services required in rendering services to the Company;

(x)administering bookkeeping and accounting functions as are required for the management and operation of the Company, contracting for audits and preparing such periodic reports and filings as may be required by any governmental authority in connection with the ordinary conduct of the Company’s business, and otherwise advising and assisting the Company with its compliance with applicable legal and regulatory requirements, including, without limitation, periodic reports, returns or statements required under the Exchange Act, the Code and any regulations or rulings thereunder, the securities and tax statutes of any jurisdiction in which the Company is obligated to file such reports, or the rules and regulations promulgated under any of the foregoing;

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(xi)advising and assisting in the preparation and filing of all offering documents, registration statements, prospectuses, proxies and other forms or documents filed with the SEC pursuant to the Securities Act or any state securities regulators (it being understood that the Company shall be responsible for the content of any and all of its offering documents, SEC filings or state regulatory filings, and that the Advisor shall not be held liable for any costs or liabilities arising out of any misstatements or omissions in the Company’s offering documents, SEC filings, state regulatory filings or other filings referred to in this subparagraph, whether or not material (except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Advisor’s duties under this Agreement);

(xii)causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses, in each case, with respect to the Covered Properties;

(xiii)handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Trustees;

(xiv)using commercially reasonable efforts to enable expenses incurred by or on behalf of the Company to be within any expense guidelines or budgets set by the Board of Trustees from time to time;

(xv)using commercially reasonable efforts to enable the Company to comply with all applicable laws and regulations in all material respects;

(xvi)providing reasonable assistance to the U.S. Advisor with respect to any of the duties, functions or responsibilities delegated to the U.S. Advisor under the U.S. Advisory Agreement; and

(xvii)performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Trustees and the Advisor shall agree from time to time.

Without limiting the foregoing, the Advisor will also perform portfolio management services on behalf of the Company with respect to the Covered Properties. Such services will include, but not be limited to, consulting with the Company on the purchase and sale of, and other investment opportunities in connection with, the Covered Properties; the collection of information and the submission of reports pertaining to the Company’s assets, interest rates and general economic conditions applicable to the Covered Properties; periodic review and evaluation of the performance of the Covered Properties; acting as liaison between the Company and banking, mortgage banking, investment banking and other parties with respect to the purchase, financing and disposition of assets outside of the United States; and other customary functions related to portfolio management. Additionally, the Advisor will perform monitoring services on behalf of the Company with respect to any services provided by third parties, which the Advisor determines are material to the performance of the business.

(d)Notwithstanding anything to the contrary in this Agreement, the Advisor must obtain prior approval by a majority of the Board of Trustees (including a majority of the Independent Trustees and a majority of the members of the Board of Trustees not involved in the applicable transaction) (the

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“Required Approval”) prior to causing the Company to take any of the following actions (subject to any delegation for which the Required Approval was obtained with respect thereto):

(i)the entry into, or termination or material modification of, any material transaction related to any Covered Property, including dispositions and joint ventures;

(ii)the entry into, or termination or material modification of, any material financing, loan or securities offering transaction of the Company or its Subsidiaries;

(iii)the retention of the Company’s independent registered public accountants (which shall also require the prior approval of the Audit Committee of the Board of Trustees);

(iv)the entry into, or termination or modification of, any material transaction between the Company, on the one hand, and the Advisor or its Affiliates, on the other hand;

(v)the issuance, optional redemption or repurchase of equity or debt securities by the Company or any of its Subsidiaries;

(vi)the grant, termination or material modification of any equity incentive awards by the Company or any of its Subsidiaries;

(vii)the entry into, or termination or material modification of any transaction that would constitute a Change in Control; and

(viii)such other matters as may be determined by the Board of Trustees from time to time.

(e)The Advisor shall make available sufficient experienced and appropriate personnel to perform the services and functions specified herein. The Advisor shall not be obligated to dedicate any of its officers or other personnel exclusively to the Company nor is the Advisor, its Affiliates or any of their officers or other employees obligated to dedicate any specific portion of its or their time to the Company or its business, except as necessary to perform the services required hereunder.

(f)The Advisor may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, tax counsel, appraisers, insurers, brokers, business developers, transfer agents, registrars, developers, investment banks, financial advisors, underwriters, banks and other consultants and advisors as the Advisor deems necessary or advisable in connection with the management and operations of the Covered Properties. Notwithstanding anything contained herein to the contrary, the Advisor shall have the right to cause any such services to be rendered by its employees or Affiliates (which, for the avoidance of doubt, includes any employees, consultants or agents of any Affiliate of the Advisor). The Advisor shall further be entitled to reasonably rely on qualified experts hired by the Advisor, including any of the foregoing.

(g)Subject to Section 2(d) above, the Advisor may enter into agreements with other parties in connection with its duties hereunder.

(h)Notwithstanding anything to the contrary contained in this Agreement, it is agreed and understood that the Advisor shall not be responsible for providing portfolio or asset management services with respect to the real properties owned or controlled by the Company or its Subsidiaries that are located

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in the United States, and such other services expressly contemplated by, and pursuant to the terms of, the US Advisory Agreement.

SECTION 3. OTHER ACTIVITIES OF THE ADVISOR

Nothing herein shall prevent the Advisor or its Affiliates (or their members, officers, directors, employees, agents, representatives, advisors or others) from engaging in any other business or activities, or from rendering services of any kind to any other Person, including advisory or other services to others similar to those set forth in this Agreement. The Company recognizes that it is not entitled to preferential treatment in receiving information, recommendations and other services from the Advisor. The Company and the Board of Trustees acknowledge that the Advisor and/or one or more of its Affiliates may be or become subject to various conflicts of interest. The Advisor shall act in good faith to endeavor to identify to the Independent Trustees any conflicts that may arise among the Company, the Advisor and/or any other Person or entity on whose behalf the Advisor may be engaged.

SECTION 4. AGENCY

The Advisor shall act as agent of the Company in making, acquiring, financing and disposing of assets of the Company, disbursing and collecting the Company’s funds, paying the debts and fulfilling the obligations of the Company, supervising the performance of professionals engaged by or on behalf of the Company and handling, prosecuting and settling any claims of or against the Company, the Board of Trustees, holders of the Company’s securities or the Company’s representatives or properties.

SECTION 5. BANK ACCOUNTS

The Advisor may establish and maintain, subject to any applicable conditions or limitations of the loan documents applicable to the Company, one or more bank accounts in its own name for account of the Company or in the name of the Company or any Subsidiary (any such account, a “Company Account”), and may collect and deposit funds into any such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board of Trustees and, upon request, to the auditors of the Company or any Subsidiary.

SECTION 6. RECORDS

The Advisor shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company at any time during normal business hours upon reasonable advance notice to the Advisor.

SECTION 7. CONFIDENTIALITY

The Advisor shall keep confidential any and all non-public information obtained in connection with the services rendered under this Agreement and shall not disclose any such information to any Person, except to (i) its Affiliates, members, officers, directors, employees, agents, representatives or advisors who reasonably need such information for the Advisor to be able to perform its duties hereunder (and the US Advisor to carry out its duties under the US Advisory Agreement, (ii) appraisers, lenders, bankers and other parties as necessary in the ordinary course of the Company’s business, (iii) in connection with any governmental or regulatory filings or requests of the Company or the Advisor or any of their Affiliates, (v) as required by applicable law or regulation, including any applicable disclosure

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requirements applicable to the Company and the Advisor and their Affiliates under securities or blue sky laws or stock exchange listing requirements, or (vi) with the prior written consent of the Board of Trustees. The confidentiality provisions of this Section 7 shall survive for a period of three (3) years after the Termination Date.

SECTION 8. LIMITATION ON ACTIVITIES; INSURANCE

(a)The Advisor shall refrain from any action that, in its sole judgment made in good faith, (i) can reasonably be expected to result in the loss of the Company’s status as a REIT under the Code, or to subject the Company to regulation under the Investment Company Act, or (ii) can reasonably be expected to result in the violation of any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company or that would otherwise not be permitted by such entity’s Governing Instruments. If the Advisor is ordered to take any such action by the Board of Trustees, the Advisor shall promptly notify the Board of Trustees of the Advisor’s judgment with respect thereto. Notwithstanding the foregoing, the Advisor and its Affiliates, officers and employees shall not be liable to the Company or any Subsidiary, the Board of Trustees, or the Company’s or any Subsidiary’s shareholders or partners for any act or omission by the Advisor, its Affiliates, officers or employees except as provided in Section 11.

(b)The Advisor shall at all times during the term of this Agreement (including the Initial Term and any Renewal Term) maintain (ii) such insurance coverage as is customarily maintained by other advisors, managers or servicers of similar assets. No fidelity bond shall be required,

(c)The Advisor acknowledges receipt of the Company’s Code of Business Conduct and Ethics, and Policy on Insider Training, and agrees to require its employees who provide services to the Company to comply with such codes and policies.

SECTION 9. COMPENSATION

The Advisor shall be entitled to a portion of the Management Fee (as defined in the US Advisory Agreement) payable to the US Advisor, in accordance with the US Advisory Agreement, which shall be paid to the Advisor by the US Advisor for any such Management Fee in such amount, and on such terms, as may be agreed between the Advisor and the US Advisor.

SECTION 10. EXPENSES

(a)Administrative Reimbursement. The Advisor shall be entitled to a portion of the Administrative Reimbursement (as defined in the US Advisory Agreement) payable to the US Advisor, in accordance with the US Advisory Agreement, which shall be reimbursed to the Advisor by the US Advisor for any such Administrative Reimbursement in such amount, and on such terms, as may be agreed between the Advisor and the US Advisor.

(b)Advisor Costs. Except as otherwise expressly provided herein or approved by majority vote of the Independent Trustees or the Audit Committee, in exchange for the Advisor’s portion of the Administrative Reimbursement, the Advisor shall bear the following expenses incurred in connection with the performance of its duties under this Agreement, and shall not be entitled to reimbursement with respect to such expenses (collectively, the “Advisor Costs”):

(i)base salary, cash incentive compensation and other employment expenses of personnel employed by the Advisor, including, but not limited to, salaries, wages, payroll taxes

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and the cost of employee benefit plans (other than equity awards granted by the Company pursuant to an equity compensation plan approved by the Board of Trustees);

(ii)fees and travel and other expenses of employees of the Advisor, to the extent not incurred while providing services pursuant to this Agreement;

(iii)rent, telephone, utilities, office furniture, equipment and machinery (including computers, to the extent utilized) and other office expenses of the Advisor, except to the extent such expenses relate solely to an office maintained by the Company separate from the offices of the Advisor; and

(iv)miscellaneous administrative expenses relating to performance by the Advisor of its obligations hereunder.

(c)Expense Reimbursement. Except as expressly otherwise provided in this Agreement, the Company shall pay (or shall reimburse the Advisor for) all of its and its Subsidiaries’ expenses and all costs and expenses associated with the services to be provided pursuant to this Agreement. Without limiting the generality of the foregoing, it is specifically agreed that the following out-of-pocket expenses of the Company and its Subsidiaries shall be paid by the Company (or shall be reimbursed by the Company to the Advisor) (collectively, the “Expenses”):

(i)the cost of borrowed money;

(ii)taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to the Company or its Subsidiaries;

(iii)legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of the Company’s or any of its Subsidiaries’ securities on a stock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges;

(iv)expenses of organizing, restructuring, reorganizing or liquidating the Company or any of its Subsidiaries, or of revising, amending, converting or modifying the Company’s or any of its Subsidiaries’ Governing Instruments;

(v)fees and travel and other expenses paid to members of the Board of Trustees and officers of the Company or those of individuals in similar positions with any of its Subsidiaries in their capacities as such (but not in their capacities as officers or employees of the Advisor) and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants and other agents and independent contractors employed by or on behalf of the Company and its Subsidiaries (whether or not engaged by the Advisor rather than directly by the Company);

(vi)expenses directly connected with the investigation, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect thereto of employees of the Advisor, to the extent that such expenses are to be borne by the Advisor pursuant to this Agreement, including Section 10(b);

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(vii)all insurance costs (including officer and trustee liability insurance) incurred in connection with the Company and its Subsidiaries or in connection with any officer and trustee indemnity agreement to which the Company or any of its Subsidiaries is a party or arising under the Company’s or any of its Subsidiaries’ Governing Instruments;

(viii)expenses connected with payments of distributions, dividends or interest or contributions in cash or any other form made or caused to be made by the Trustees to holders of securities of the Company or any of its Subsidiaries;

(ix)all expenses connected with communications to holders of securities of the Company or its Subsidiaries and other administrative work necessary to maintaining relations with holders of securities, including the proxy solicitation materials and reports to holders of the Company’s or its Subsidiaries’ securities;

(x)legal, accounting, auditing and other professional services fees and expenses in addition to those described above;

(xi)filing and recording fees and costs for regulatory or governmental filings, approvals and notices;

(xii)the costs and expenses of conceiving, implementing, managing and settling all equity award or compensation plans or arrangements established by the Company or any of its Subsidiaries, including but not limited to the value of awards made by the Company or any of its Subsidiaries to members of the Board of Trustees, the Advisor or its employees, if any, and payment of any employment or withholding taxes in connection therewith; and

(xiii)all other costs and expenses of the Company and its Subsidiaries, other than those to be specifically borne by the Advisor pursuant to Section 10(b) above.

(d)Invoices and Payment. All invoicing of, and reimbursement for, the Expenses shall be conducted by the US Advisor pursuant to, and subject to the terms of, the US Advisory Agreement, and any reimbursable Expenses shall be reimbursed to the Advisor by the US Advisor, in such amounts, and on such terms, as may be agreed between the Advisor and the US Advisor.

SECTION 11. LIMITATION OF LIABILITY; INDEMNIFICATION

(a)Notwithstanding anything to the contrary in this Agreement, the Advisor shall have no responsibility under this Agreement other than to render the services as required under this Agreement in good faith and shall not be responsible for any action of the Board of Trustees in following or declining to follow any advice or recommendations of the Advisor, including as set forth in Section 8(a). The Advisor, its Affiliates and their members, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Trustees or to the Company’s or any Subsidiary’s shareholders or partners for any acts or omissions by the Advisor, its Affiliates, members, managers, officers or employees pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct or gross negligence.

(b)The Company shall, to the full extent lawful, reimburse, indemnify and hold the Advisor, its Affiliates, members, managers, officers and employees, sub-advisors and each other Person, if any, controlling the Advisor or its Affiliates (each, an “Advisor Indemnified Party”), harmless of and from any and all expenses, losses, damages, liabilities, demands, charges and claims of any nature whatsoever

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(including attorneys’ fees) (collectively, “Losses”) in respect of or arising from any acts or omissions of such Advisor Indemnified Party made in good faith in the performance of the Advisor’s duties under this Agreement and not constituting such Advisor Indemnified Party’s bad faith, willful misconduct or gross negligence.

(c)The Advisor shall, to the full extent lawful, reimburse, indemnify and hold the Company, its Subsidiaries, its shareholders, trustees, officers and employees and each other Person, if any, controlling the Company or its Subsidiaries (each, a “Company Indemnified Party”), harmless of and from any and all Losses in respect of or arising from any acts or omissions of the Advisor constituting bad faith, willful misconduct or gross negligence.

(d)Promptly after receipt by the Advisor Indemnified Party or the Company Indemnified Party, as applicable (the “Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if a claim in respect thereof is to be made pursuant hereto, notify the indemnifying party in writing of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any Indemnified Party pursuant to this Section 11. In case any such action shall be brought against an Indemnified Party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel satisfactory to such Indemnified Party and, after notice from the indemnifying party to such Indemnified Party of its election to assume the defense thereof, the indemnifying party shall not be liable to such Indemnified Party under this Section 11, as applicable, for any legal expenses of other counsel or any of the expenses, in each case subsequently incurred by such Indemnified Party, unless (i) the indemnifying party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and Indemnified Party and representation of both parties by the same counsel would be inappropriate in the reasonable opinion of the Indemnified Party, due to actual or potential differing interests between them.

(e)The Company shall be required to advance funds to an Advisor Indemnified Party for legal expenses and other costs incurred as a result of any legal action or proceeding if a claim in respect thereof is to be made pursuant hereto and if requested by such Advisor Indemnified Party if (i) such suit, action or proceeding relates to or arises out of, or is alleged to relate to or arise out of or has been caused or alleged to have been caused in whole or in part by, any action or inaction on the part of the Advisor Indemnified Party in the performance of its duties or provision of its services on behalf of the Company; and (ii) the Advisor Indemnified Party undertakes to repay any funds advanced pursuant to this Section 11(e) in cases in which such Indemnified Party would not be entitled to indemnification under Section 11(b). If advances are required under this Section 11(e), the Advisor Indemnified Party shall furnish the Company with an undertaking as set forth in clause (ii) of the preceding sentence and shall thereafter have the right to bill the Company for, or otherwise require the Company to pay, at any time and from time to time after such Advisor Indemnified Party shall become obligated to make payment therefor, any and all reasonable amounts for which such Advisor Indemnified Party is entitled to indemnification under this Section 11, and the Company shall pay the same within thirty (30) days after request for payment. In the event that a determination is made by a court of competent jurisdiction or an arbitrator that the Company is not so obligated in respect of any amount paid by it to a particular Advisor Indemnified Party, such Advisor Indemnified Party will refund such amount within sixty (60) days of such determination, and in the event that a determination by a court of competent jurisdiction or an arbitrator is made that the Company is so obligated in respect to any amount not paid by the Company to a particular Advisor Indemnified Party, the Company will pay such amount to such Advisor Indemnified

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Party within thirty (30) days of such final determination, in either case together with interest at the current prime rate plus two percent (2%) from the date paid until repaid or the date it was obligated to be paid until the date actually paid.

SECTION 12. NO JOINT VENTURE

Nothing in this Agreement shall be construed to make the Company and the Advisor partners or joint venturers or impose any liability as such on either of them.

SECTION 13. TERM

This Agreement shall have an initial term of three (3) years (the “Initial Term”), and shall automatically renew thereafter for successive one (1) year terms (each a “Renewal Term,” and such term, as renewed, the “Term”) without further action by either the Company or the Advisor, unless earlier terminated in accordance with the terms of this Agreement.

SECTION 14. TERMINATION

(a)No later than 180 days prior to the expiration of the Initial Term or any Renewal Term, either the Company or the Advisor may deliver written notice of its intention not to renew the term, whereupon the term of this Agreement shall not be renewed and extended, and this Agreement shall terminate effective on the expiration date of such Initial Term or Renewal Term, as applicable (each a “Termination for Convenience” by such notifying party).

(b)The Company may terminate this Agreement immediately, without prior notice to the Advisor, for Cause.

(c)The Advisor may terminate this Agreement (i) immediately, without prior notice to the Company, with Good Reason or (ii) effective concurrently with or within 90 days following the Termination Date (as defined in the US Advisory Agreement) of the US Advisory Agreement (a “Cross Default Termination”).

SECTION 15. TERMINATION FEE

In the event of a European Qualifying Termination or a Qualifying Termination (as such term is defined in the US Advisory Agreement), the Advisor shall be entitled to a portion of any Termination Fee (as defined in the US Advisory Agreement) payable to the US Advisor, in accordance with the US Advisory Agreement, which shall be paid to the Advisor by the US Advisor for any such Termination Fee in such amount, and on such terms, as may be agreed between the Advisor and the US Advisor.

SECTION 16. ACTION UPON TERMINATION

(a)From and after the Termination Date, the Advisor shall not be entitled to compensation for further services under this Agreement, but shall be paid all compensation accruing through the Termination Date.

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(b)On the Termination Date or as promptly thereafter as practicable, the Advisor shall forthwith:

(i)after deducting any incurred but unreimbursed Expenses accumulated through the Termination Date due in connection with such termination, pay over to the Company all money collected and held for the account of the Company or a Subsidiary pursuant to this Agreement;

(ii)deliver to the Board of Trustees a full accounting, including a statement showing all payments collected and money held by it, covering the period following the date of the last accounting furnished to the Board of Trustees with respect to the Company or a Subsidiary; and

(iii)deliver to the Board of Trustees all property and documents of the Company or any Subsidiary then in the custody of the Advisor; provided, however, that the Advisor may retain copies of all such information.

(c)On the Termination Date or as promptly thereafter as practicable, the Company shall (to the extent such amounts have not already been deducted in accordance with Section 16(b)(i) above) forthwith:

(i)reimburse the Advisor for all incurred but unreimbursed Expenses through the Termination Date pursuant to Section 10(c) above.

SECTION 17. ASSIGNMENT

Neither party may assign this Agreement or its rights hereunder without the written consent of the other party, except that the Advisor may assign this Agreement (i) to an Affiliate (only with respect to an entity described in clause (i) of the definition thereof) or other entity whose business and operations are managed or supervised by WPC, or (ii) to a corporation, partnership, limited liability company, association, trust, or other entity that is a successor (by merger, consolidation or otherwise) to the Advisor.

SECTION 18. RELEASE OF PROPERTY

(a)The Advisor agrees that any money or other property of the Company or a Subsidiary thereof held by the Advisor under this Agreement shall be held by the Advisor as custodian for the Company or such Subsidiary, and the Advisor’s records shall be appropriately marked clearly to reflect the ownership of such money or other property by the Company or such Subsidiary. Upon the receipt by the Advisor of a written request from the Board of Trustees requesting the Advisor to release to the Company or any Subsidiary any money or other property then held by the Advisor for the account of the Company or any Subsidiary under this Agreement, the Advisor shall release such money or other property to the Company or any Subsidiary within a reasonable period of time, but in no event later than 30 days following such request. The Advisor shall not be liable to the Company, any Subsidiary, the Board of Trustees or the Company’s or any Subsidiary’s shareholders or partners for any act or omission by the Company or any Subsidiary in connection with the money or other property released to the Company or any Subsidiary in accordance with this Section 18.

(b)The Company agrees to reasonably cooperate with the Advisor to the extent any release of money or other property to the Company or any Subsidiary, and shall refrain from demanding any such release to the extent doing so may compromise the Company’s operations or Advisor’s ability to effectively carry out its duties under this Agreement, or that may materially adversely affect the Company

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or not be permitted by the Company’s or any Subsidiary’s Governing Instruments. If the Advisor is ordered release any money or other property in a manner that may be adverse to the Company, as described in the preceding sentence, the Advisor shall promptly notify the Board of Trustees of the Advisor’s judgment thereof. Notwithstanding the foregoing, the Advisor and its Affiliates, officers and employees shall not be liable to the Company or any Subsidiary, the Board of Trustees, or the Company’s or any Subsidiary’s shareholders or partners for any act or omission by the Advisor, its Affiliates, officers or employees except as provided in Section 11.

SECTION 19. NOTICES

Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by email, facsimile transmission or email against answerback or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

(a)If to the Company:

One Manhattan West

395 Ninth Avenue

New York, NY 10001

Attention: Chief Legal Officer

(b)If to the Advisor:

One Manhattan West

395 Ninth Avenue

New York, NY 10001

Attention: Chief Legal Officer

Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 19 for the giving of notice.

SECTION 20. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.

SECTION 21. ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing executed by both parties.

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SECTION 22. ARBITRATION

(a)Any disputes, claims or controversies arising out of or relating to this Agreement, the provision of services by the Advisor pursuant to this Agreement or the transactions contemplated hereby, including any disputes, claims or controversies brought by or on behalf of the Company or the Advisor or any holder of equity interests (which, for purposes of this Section 22, shall mean any holder of record or any beneficial owner of equity interests or any former holder of record or beneficial owner of equity interests) of the Company or the Advisor, either on his, her or its own behalf, on behalf of the Company or the Advisor or on behalf of any series or class of equity interests of the Company or the Advisor or holders of any equity interests of the Company or the Advisor against the Company or the Advisor or any of their respective trustees, directors, members, officers, managers (including the Advisor or its successor), agents or employees, including any disputes, claims or controversies relating to the meaning, interpretation, effect, validity, performance or enforcement of this Agreement, including this arbitration agreement or the governing documents of the Company or the Advisor (all of which are referred to as “Disputes”), or relating in any way to such a Dispute or Disputes shall, on the demand of any party to such Dispute or Disputes, be resolved through binding and final arbitration in accordance with the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) then in effect, except as those Rules may be modified in this Section 22. For the avoidance of doubt, and not as a limitation, Disputes are intended to include derivative actions against the trustees, directors, officers or managers of the Company or the Advisor and class actions by a holder of equity interests against those individuals or entities and the Company or the Advisor. For the avoidance of doubt, a Dispute shall include a Dispute made derivatively on behalf of one party against another party. For purposes of this Section 22, the term “equity interest” shall mean, (i) in respect of the Company, shares of beneficial interest of the Company, and (ii) in respect of the Advisor, “membership interest” in the Advisor as defined in the Delaware Limited Liability Company Act, as amended.

(b)There shall be three (3) arbitrators. If there are only two (2) parties to the Dispute, each party shall select one (1) arbitrator within fifteen (15) days after receipt by respondent of a copy of the demand for arbitration. The arbitrators may be affiliated or interested persons of the parties. If there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, shall each select, by the vote of a majority of the claimants or the respondents, as the case may be, one (1) arbitrator within fifteen (15) days after receipt of the demand for arbitration. The arbitrators may be affiliated or interested persons of the claimants or the respondents, as the case may be. If either a claimant (or all claimants) or a respondent (or all respondents) fail(s) to timely select an arbitrator then the party (or parties) who has selected an arbitrator may request AAA to provide a list of three (3) proposed arbitrators in accordance with the Rules (each of whom shall be neutral, impartial and unaffiliated with any party) and the party (or parties) that failed to timely appoint an arbitrator shall have ten (10) days from the date AAA provides the list to select one (1) of the three (3) arbitrators proposed by AAA. If the party (or parties) fail(s) to select the second (2nd) arbitrator by that time, the party (or parties) who have appointed the first (1st) arbitrator shall then have ten (10) days to select one (1) of the three (3) arbitrators proposed by AAA to be the second (2nd) arbitrator; and, if he/they should fail to select the second (2nd) arbitrator by such time, AAA shall select, within fifteen (15) days thereafter, one (1) of the three (3) arbitrators it had proposed as the second (2nd) arbitrator. The two (2) arbitrators so appointed shall jointly appoint the third (3rd) and presiding arbitrator (who shall be neutral, impartial and unaffiliated with any party) within fifteen (15) days of the appointment of the second (2nd) arbitrator. If the third (3rd) arbitrator has not been appointed within the time limit specified herein, then AAA shall provide a list of proposed arbitrators in accordance with the Rules, and the arbitrator shall be appointed by AAA in accordance with a listing, striking and ranking procedure, with each party having a limited number of strikes, excluding strikes for cause.

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(c)The place of arbitration shall be New York, New York, unless otherwise agreed by the parties.

(d)There shall be only limited documentary discovery of documents directly related to the issues in dispute, as may be ordered by the arbitrators. For the avoidance of doubt, it is intended that there shall be no depositions and no other discovery other than limited documentary discovery as described in the preceding sentence.

(e)In rendering an award or decision (the “Award”), the arbitrators shall be required to follow the laws of the State of Maryland. Any arbitration proceedings or award rendered hereunder and the validity, effect and interpretation of this arbitration agreement shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et seq. The Award shall be in writing and shall state the findings of fact and conclusions of law on which it is based. Any monetary award shall be made and payable in U.S. dollars free of any tax, deduction or offset. Subject to Section 22(g), each party against which the Award assesses a monetary obligation shall pay that obligation on or before the thirtieth (30th) day following the date of the Award or such other date as the Award may provide.

(f)Except to the extent expressly provided by this Agreement or as otherwise agreed by the parties thereto, each party involved in a Dispute shall bear its own costs and expenses (including attorneys’ fees), and the arbitrators shall not render an award that would include shifting of any such costs or expenses (including attorneys’ fees) or, in a derivative case or class action, award any portion of the Company’s or the Advisor’s, as applicable, award to the claimant or the claimant’s attorneys. Each party (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand, respectively) shall bear the costs and expenses of its (or their) selected arbitrator and the parties (or, if there are more than two (2) parties to the Dispute, all claimants, on the one hand, and all respondents, on the other hand) shall equally bear the costs and expenses of the third (3rd) appointed arbitrator.

(g)Notwithstanding any language to the contrary in this Agreement, the Award, including but not limited to, any interim Award, may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”). The Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of the Award by filing a notice of appeal with any AAA office. Following the appeal process, the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof. For the avoidance of doubt, and despite any contrary provision of the Appellate Rules, this Section 22(f) shall apply to any appeal pursuant to this Section 22(f) and the appeal tribunal shall not render an award that would include shifting of any costs or expenses (including attorneys’ fees) of any party.

(h)Following the expiration of the time for filing the notice of appeal, or the conclusion of the appeal process set forth in Section 22(g), the Award shall be final and binding upon the parties thereto and shall be the sole and exclusive remedy between those parties relating to the Dispute, including any claims, counterclaims, issues or accounting presented to the arbitrators. Judgment upon the Award may be entered in any court having jurisdiction. To the fullest extent permitted by law, no application or appeal to any court of competent jurisdiction may be made in connection with any question of law arising in the course of arbitration or with respect to any award made except for actions relating to enforcement of this agreement to arbitrate or any arbitral award issued hereunder and except for actions seeking interim or other provisional relief in aid of arbitration proceedings in any court of competent jurisdiction.

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(i)This Section 22 is intended to benefit and be enforceable by the Company, the Advisor and their respective holders of equity interests, trustees, directors, officers, managers (including the Advisor or its successor), agents or employees, and their respective successors and assigns and shall be binding upon the Company, the Advisor and their respective holders of equity interests, and be in addition to, and not in substitution for, any other rights to indemnification or contribution that such individuals or entities may have by contract or otherwise.

SECTION 23. GOVERNING LAW

This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, notwithstanding any New York or other conflict-of-law provisions to the contrary.

SECTION 24. NO WAIVERS

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

SECTION 25. HEADINGS

The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.

SECTION 26. EXECUTION IN COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. This Agreement shall become binding when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

SECTION 27. SURVIVAL

Sections 1, 7, 11, 15, 16, 20, 22, 23, 25 and 27 shall survive the termination hereof. Any termination of this Agreement shall be without prejudice to the rights of the parties hereto accrued prior to the termination or upon termination.

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SECTION 28. SEVERABILITY

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

COMPANY
Net Lease Office Properties,
a Maryland real estate trust
By:
	Name:
	Title:

ADVISOR
W. P. Carey & Co. B.V.,
a Dutch limited liability company
By:
	Name:
	Title:

By:
	Name:
	Title:

[Signature Page to Advisory Agreement]

EX-3.1

Exhibit 3.1

DECLARATION OF TRUST OF

NET LEASE OFFICE PROPERTIES

ARTICLE I

FORMATION

Net Lease Office Properties (the “Trust”) is a real estate investment trust within the meaning of Title 8. The Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint stock company or a corporation but nothing herein shall preclude the Trust from being treated for tax purposes as an association under the Internal Revenue Code of 1986, as amended.

ARTICLE II

NAME

The name of the real estate investment trust is Net Lease Office Properties.

ARTICLE III

PURPOSE

The purpose of the Trust is to engage in any lawful act or activity for which a real estate investment trust may be organized under the Maryland Real Estate Investment Trust Law as now or hereafter in force.

ARTICLE IV

PRINCIPAL OFFICE AND RESIDENT AGENT

The address of the principal office of the Trust is One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001. The Trust may have such offices or places of business within or outside the State of Maryland as the board of trustees of the Trust may from time to time determine. The name of the resident agent of the Trust in the State of Maryland is The Corporation Service Company, whose address is 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

ARTICLE V

BOARD OF TRUSTEES

The management of the business and the conduct of the affairs of the trust shall be vested in its board of trustees (the “Board of Trustees”). The number of trustees initially shall be one (1), which number may thereafter be increased or decreased by the trustees then in office from time to time; however, the total number of trustees shall be not less than one (1) and not more than fifteen (15). The trustees shall be elected every year at an annual meeting of shareholders. The name of the trustee who shall serve until the first meeting and until his successor is duly elected and qualifies is John J. Park. Subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, a trustee may be removed only for cause and only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of trustees.

ARTICLE VI

SHARES

The total number of common shares of beneficial interest of all classes which the Trust shall have authority to issue is 1,000 common shares, $0.001 par value per share, and having an aggregate par value of $1.00. The Board of Trustees, with the approval of a majority of the entire Board of Trustees and without any action by the shareholders of the Trust, may amend the declaration of trust of the Trust from time to time to increase or decrease the aggregate number of common shares or the number of shares of any class or series that the Trust has the authority to issue.

The Board of Trustees may authorize the issuance from time to time of shares of any class, whether now or hereafter authorized, or securities or rights convertible into shares of any class or series, whether now or hereafter authorized, for such consideration (whether in cash, property, past or future services, obligation for future payment or otherwise) as the Board of Trustees may deem advisable (or without consideration in the case of a share split or share dividend), subject to such restrictions or limitations, if any, as may be set forth in the declaration of trust or bylaws of the Trust.

ARTICLE VII

LIABILITY OF TRUSTEES AND OFFICERS

To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers, no trustee or officer of the Trust shall be liable to the Trust or its shareholders for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any other provision of the declaration of trust or bylaws of the Trust inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

ARTICLE VIII

INDEMNIFICATION

The Trust shall indemnify, to the fullest extent permitted by the laws of the State of Maryland, and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former trustee or officer of the Trust or (ii) any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a trustee, officer, partner, member, manager or director of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise who, by reason of such position, was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. The Trust shall provide such indemnification and advancement of expenses to a person who served a predecessor of the Trust in any of the capacities described in (i) or (ii) above and to any employee or agent of the Trust or a predecessor of the Trust.

The indemnification provided herein shall not be deemed to limit the right of the Trust to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Trust may be entitled under any agreement, vote of shareholders or disinterested trustees, or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office.

ARTICLE IX

ANNUAL MEETING

An annual meeting of the shareholders for the election of trustees and the transaction of any business within the powers of the Trust shall be held each year at a convenient location and on proper notice, on a date and at the time set by the Board of Trustees, beginning with the year 2023. Failure to hold an annual meeting does not invalidate the Trust’s existence or affect any otherwise valid acts of the Trust.

IN WITNESS WHEREOF, this declaration of trust has been executed on this 19th day of October 2022, by the undersigned trustee, who acknowledges that this document is his act, that to the best of his knowledge, information, and belief, the matters and facts set forth herein are true in all material respects and that this statement is made under the penalties for perjury.

Signature	Title	Date
/s/ John J. Park	Trustee	October 19, 2022
John J. Park

I HEREBY CONSENT TO ACT AS RESIDENT AGENT IN MARYLAND FOR THE ENTITY NAMED IN THE ATTACHED INSTRUMENT.

CSC-Lawyers Incorporating Service Company

By:	/s/ Jennifer Strickland
SIGNATURE
	JENNIFER STRICKLAND
	AUTHORIZED REP

EX-3.2

Exhibit 3.2

BYLAWS

OF

NET LEASE OFFICE PROPERTIES

ARTICLE I

OFFICES

Section 1.    Principal Office

The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be as designated by the Board of Trustees from time to time. The name of the resident agent of the Trust in the State of Maryland is The Corporation Service Company, and the address of such resident agent is 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The name and address of the resident agent of the Trust in the State of Maryland may be changed by the Board of Trustees from time to time.

Section 2.    Other Offices

The Trust may also have other offices at such locations both within and without the State of Maryland as the Board of Trustees may determine or as the business of the Trust may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1.    Place of Meetings

All meetings of the shareholders of the Trust shall be held at such place in the United States as may be designated by the Board of Trustees and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.    Annual Meetings

The annual meeting of shareholders of the Trust for the election of trustees and the transaction of such other business as may properly be brought before such meeting shall be held at such time on such date of each year as may be set from time to time by the Board of Trustees, commencing with the year 2023. Any business of the Trust may be transacted at the annual meeting without being specified in the notice thereof, except as otherwise provided by law.

Section 3.    Special Meetings

Special meetings of shareholders of the Trust for any purpose or purposes may be called at any time by the Chairman of the Board of Trustees, the Chief Executive Officer or the Board of Trustees, and shall be called by the Secretary upon the written request of shareholders entitled to cast at least a majority of all votes entitled to be cast at any such meeting. Such request shall state the purpose or purposes of the meeting and the matters proposed to be acted on thereat. Upon receipt of such request, the Secretary shall inform such shareholders of the reasonably estimated cost of preparing and mailing a notice of the meeting and, upon payment of such costs to the Trust, the Secretary shall give notice to each shareholder

entitled to notice of such meeting. No special meeting need be called upon the request of shareholders entitled to cast less than a majority of all votes entitled to be cast at such a meeting to consider any matter which is substantially the same as a matter voted on at any special meeting of shareholders held during the preceding 12 months. The Board of Trustees shall have the sole power to fix the record date for determining shareholders entitled to request a special meeting of shareholders and the date, time and place of the special meeting.

Section 4.    Notice of Meetings; Waiver of Notice; Shareholder Proposals

Written notice of the time and place of each meeting of shareholders, and the purpose of any special meeting, shall be given to each shareholder entitled to vote at or to notice of such meeting not less than 10 nor more than 90 days before the date of such meeting, either personally delivered to the shareholder, left at the shareholder's residence or usual place of business, mailed to the shareholder, postage prepaid, at the shareholder's address as it appears on the records of the Trust or transmitted to the shareholder by electronic mail to any electronic mail address of the shareholder or by any other electronic means. No notice of the time, place, or purpose of any meeting of shareholders need be given to any shareholder entitled to such notice who is present at the meeting in person or by proxy, or who, either before or after the meeting, executes a written waiver of notice which is filed by the Secretary with the records of meetings of shareholders. Any shareholder proposing a nominee for election as a trustee or any other matter for consideration at a meeting of shareholders shall provide advance notice of the nomination or proposal to the Trust at least 90 days before the date of the meeting, or, in the case of an annual meeting, 90 days before the first anniversary of the mailing date of the notice of the preceding year's annual meeting.

Section 5.    Record Date and Closing of Transfer Books

For the purpose of determining the shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive dividends or be allotted any other right, or for any other proper purpose, the Board of Trustees may fix, in advance, a record date, which shall be not more than 90 days before the date on which the action requiring the determination will be taken, or the Board of Trustees may direct that the share transfer books be closed for a stated period, not to exceed 20 days. In the case of a meeting of shareholders, the record date or the closing of the transfer books shall be at least 10 days before the date of the meeting. Except as otherwise provided by law, the record date may not be prior to the close of business on the day the record date is fixed. Shares of the Trust acquired by the Trust between the record date for any meeting of shareholders and the time of the meeting may be voted at the meeting by the holder of record as of the record date and shall be counted in determining the total number of outstanding shares entitled to be voted at the meeting.

Section 6.    Quorum

Unless otherwise provided by law or the Declaration of Trust of the Trust, the presence in person or by proxy of shareholders entitled to cast a majority of all votes entitled to be cast at a meeting shall constitute a quorum at all meetings of shareholders. The shareholders entitled to cast a majority of the votes so represented may adjourn the meeting from time to time without further notice other than announcement at the meeting to a date not more than 120 days after the original record date. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding any absence or withdrawal of any shareholder or shareholders during the meeting that has or have the effect of reducing the number of shareholders remaining in attendance at the meeting to less than a quorum.

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Section 7.    Proxies

At all meetings of shareholders of the Trust, a shareholder may vote either in person or by proxy. A shareholder may sign a writing authorizing another person to act as proxy. Signing may be accomplished by the shareholder or the shareholder's authorized agent signing the writing or causing the shareholder's signature to be affixed to the writing by any reasonable means, including facsimile signature. A shareholder may authorize another person to act as proxy by transmitting, or authorizing the transmission of, an authorization by telegram, cablegram, datagram, electronic mail or any other electronic or telephonic means to the person authorized to act as proxy or to any other person authorized to receive the proxy authorization on behalf of the person authorized to act as the proxy, including a proxy solicitation firm or proxy support service organization. Unless a proxy provides otherwise, it is not valid more than 11 months after its date. A proxy is revocable by a shareholder at any time without condition or qualification unless the proxy states that it is irrevocable and the proxy is coupled with an interest. A proxy may be made irrevocable for so long as it is coupled with an interest. The interest in which a proxy may be coupled includes as interest in the share to be voted under the proxy or another general interest in the Trust or its assets or liabilities.

Section 8.    Voting

Unless the Declaration of Trust of the Trust provides for a greater or lesser number of votes per share or limits or denies voting rights, each outstanding share, regardless of class, is entitled to one vote on each matter submitted to a vote at a meeting of shareholders. Unless otherwise provided by law or the Declaration of Trust of the Trust, a majority of all the votes cast at a meeting at which a quorum is present is sufficient to approve any matter that properly comes before the meeting. Candidates for election as members of the Board of Trustees who receive the highest number of votes at a meeting at which a quorum is present, up to the number of trustees to be chosen, shall stand elected by a plurality of the votes cast, and an absolute majority of the votes cast shall not be a prerequisite to the election of any candidate to the Board of Trustees.

Section 9.    List of Shareholders

The Secretary of the Trust shall prepare a list of the shareholders entitled to vote at any meeting of shareholders, arranged in alphabetical order, and indicating the number and class of shares held by each shareholder as of the record date for such meeting. Such list of shareholders shall be kept at the place of the meeting of shareholders during such meeting.

Section 10.    Informal Action

Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if a unanimous written consent which sets forth the action and is signed by each shareholder entitled to vote on the matter is filed with the records of shareholder meetings. Unless the Declaration of Trust of the Trust requires otherwise, the holders of any class of the Trust's shares other than common shares, entitled to vote generally in the election of trustees, may take action or consent to any action by the written consent of shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders if the Trust gives notice of the action so taken to each shareholder not later than ten days after the effective time of the action.

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Section 11.    Meeting by Conference Telephone

Shareholders may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by these means constitutes presence in person at the meeting.

ARTICLE III

BOARD OF TRUSTEES

Section 1.    Function of Trustees

The business and affairs of the Trust shall be managed under the direction of the Board of Trustees, which shall have and exercise all powers of the Trust, except as conferred upon or reserved to the shareholders by law, the Declaration of Trust of the Trust or these Bylaws.

Section 2.    Number of Trustees

The Board of Trustees of the Trust shall consist of no less than one trustee and not more than fifteen as a majority of the entire Board of Trustees shall determine from time to time, but any action changing the number of trustees shall not affect the tenure of any trustee.

Section 3.    Qualification of Trustees

Unless otherwise provided by law, the Declaration of Trust of the Trust, or these Bylaws, trustees need not be shareholders of the Trust.

Section 4.    Election and Tenure of Trustees

Trustees shall be elected at the annual meeting of shareholders and shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified.

Section 5.    Regular Meetings

The regular annual meeting of the Board of Trustees shall be held without notice immediately after and at the same place as the annual meeting of shareholders. Other regular meetings of the Board of Trustees may be held without notice at such time and place as shall from time to time be determined by resolution of trustees.

Section 6.    Special Meetings

Special meetings of the Board of Trustees may be called by the Chairman of the Board or Chief Executive Officer and shall be called by the Secretary upon the written request of a majority of the trustees. Special meetings of the Board of Trustees shall be held at any place in or out of the State of Maryland as the Board of Trustees may from time to time determine by resolution or as shall be specified in any notice or waiver of notice of such meeting.

Section 7.    Notice; Waiver of Notice

Written notice of the time and place of any special meeting of the Board of Trustees shall be given to each trustee at least one day prior thereto either by personal delivery, facsimile transmission

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(directed to the facsimile transmission number at which the trustee has consented to receive notice), electronic mail (directed to the electronic mail address at which the trustee has consented to receive notice) or other form of electronic transmission pursuant to which the trustee has consented to receive notice, or at least five days prior thereto by mail, addressed to such trustee at his address as it appears in the records of the Trust. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any trustee may waive notice of any meeting, either before or after such meeting, by signing or submitting by electronic transmission a waiver of notice that is filed with the records of the meeting. Attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting, except where the trustee attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any meeting of the Board of Trustees need be specified in the notice or waiver of notice of such meeting.

Section 8.    Quorum; Manner of Acting

A majority of the entire Board of Trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees. If a quorum is not present at any meeting, the trustees present may adjourn the meeting. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 7 of this Article III. Unless a greater proportion is required by law, the Declaration of Trust of the Trust or these Bylaws, the action of a majority of the trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees.

Section 9.    Action Without a Meeting; Telephone Meeting

Any action required or permitted to be taken at a meeting of the Board of Trustees, or any committee thereof, may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, is signed or submitted by electronic transmission by each member of the Board of Trustees or committee and filed with the minutes of proceedings of the Board of Trustees or committee. Members of the Board of Trustees, or any committee thereof, may participate in meetings by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 10.    Resignation

Any trustee may resign at any time by giving written notice of such resignation to the Chief Executive Officer or the Secretary at the principal office of the Trust. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

Section 11.    Vacancies

The shareholders may elect a successor to fill a vacancy on the Board of Trustees which results from the removal of a trustee. A vacancy occurring on the Board of Trustees other than by reason of an increase in the number of trustees may be filled by the affirmative vote of a majority of the remaining trustees, although less than a quorum. Any trusteeship to be filled by reason of an increase in the number of trustees may be filled by a majority of the entire Board of Trustees. A trustee elected by the Board of Trustees to fill a vacancy shall serve until the next annual meeting of shareholders and until his successor is elected and qualifies. A trustee elected by the shareholders to fill a vacancy which results from the removal of a trustee shall serve for the balance of the term of the removed trustee.

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Section 12.    Presumption of Assent

A trustee of the Trust who is present at a meeting of the Board of Trustees at which action on any corporate matter is taken shall be assumed to have assented to such action unless such trustee announces his dissent at the meeting and (a) such trustee's dissent is entered in the minutes of the meeting, (b) such trustee files his written dissent to such action with the secretary of the meeting before the adjournment thereof, or (c) such trustee forwards his written dissent, by certified mail, return receipt requested, bearing a postmark from the United States Postal Service, to the secretary of the meeting or the Secretary of the Trust within 24 hours after the meeting is adjourned. Such right to dissent shall not apply to a trustee who voted in favor of such action or failed to make his dissent known at the meeting.

Section 13.    Compensation of Trustees

By resolution of the Board of Trustees, the trustees may be paid their expenses of attendance at each meeting of the Board of Trustees and may be paid a fixed sum for attendance at each meeting of the Board of Trustees or a stated salary as trustee. No such payment shall preclude any trustee from serving the Trust in any other capacity and receiving compensation therefor. By resolution of the Board of Trustees, members of special or standing committees may be paid like compensation for attending committee meetings.

ARTICLE IV

COMMITTEES

Section 1.    Appointment

The Board of Trustees may appoint from among its members an Executive Committee and other committees composed of one or more trustees for such purposes and with such powers as the Board of Trustees may determine, subject to Section 2 of this Article IV. The members of any committee present at any meeting of the committee, whether or not they constitute a quorum, may appoint another trustee to act in the place of an absent member of the committee. The Board of Trustees shall by majority vote appoint a chairman of each such committee. The appointment of any committee pursuant to this Article IV, the delegation of authority thereto, or any action by a committee pursuant to this Article IV shall not constitute, of itself, compliance by any trustee, not a member of the committee, with the standard of care established by law for the performance of duties of trustees.

Section 2.    Executive Committee; Authority

The Board of Trustees may, by resolution adopted by a majority of the trustees present at any meeting, establish an Executive Committee to consist of one or more trustees. When the Board of Trustees is not in session, the Executive Committee shall have and may exercise all of the powers of the Board of Trustees, except to the extent, if any, that such authority shall be limited by resolution of the entire Board of Trustees; provided, however, that neither the Executive Committee nor any other committee shall have the power to amend the Bylaws of the Trust, to declare dividends or distributions on shares, to issue shares (except as permitted by law pursuant to a duly authorized share option or similar plan), to recommend to the shareholders any action which requires shareholder approval, or to approve any merger or share exchange which does not require shareholder approval.

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Section 3.    Tenure

Subject to the provisions of Section 8 of this Article IV, each member of the Executive Committee or any other committee shall hold office until the next regular annual meeting of the Board of Trustees following his appointment and until his successor is designated by the Board of Trustees.

Section 4.    Meetings and Notices

Regular meetings of committees of the Board of Trustees may be held without notice at such times and places as such committees may determine from time to time by resolution. Special meetings of committees may be called by any member thereof upon not less than one day's notice stating the place, date, and hour of the meeting, which notice may be given by telephone or in writing by personal delivery, facsimile transmission (directed to the facsimile transmission number at which a member has consented to receive notice), electronic transmission (directed to the electronic mail address at which a member has consented to receive notice), other form of electronic transmission pursuant to which a member has consented to receive notice or, at least five days prior thereto by mail, addressed to a member at his address as it appears in the records of the Trust. Such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. The notice of a meeting of a committee need not state the business proposed to be transacted at the meeting. Any member of a committee may waive notice of any meeting thereof, either before or after the meeting, by signing or submitting by electronic transmission a waiver of notice which shall be filed with the records of such meeting, or by attendance at such meeting.

Section 5.    Quorum

Except as provided otherwise in Section 1 of this Article IV, a majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof. The vote of a majority of the members of a committee present at a meeting at which a quorum is present shall constitute action of the committee.

Section 6.    Action Without a Meeting; Telephone Meetings

Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, is signed or submitted by electronic transmission by all of the members of the committee and filed with the minutes of proceedings of the committee. Members of committees may participate in meetings by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Section 7.    Vacancies

Any vacancy on a committee may be filled by a resolution adopted by a majority of the Board of Trustees.

Section 8.    Removal and Resignations

Any member of a committee may be removed at any time, with or without cause, by resolution of the Board of Trustees. Any member of a committee may resign from the committee at any time by giving written notice to the Chief Executive Officer or Secretary of the Trust. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof.

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Section 9.    Procedure

All committees established by the Board of Trustees shall keep correct and complete minutes of their proceedings which minutes shall be recorded in written form but may be maintained in the form of a reproduction, and the Chairman of each committee shall report any actions taken to the Board of Trustees at the next meeting thereof held after the committee meeting. The minutes of committee meetings shall be distributed to all members of the Board of Trustees.

ARTICLE V

OFFICERS

Section 1.    Positions

The officers of the Trust shall be a Chief Executive Officer, President, a Secretary, and a Treasurer, and such other officers as the Board of Trustees may appoint, including a Chairman of the Board, Chief Financial Officer, one or more Chief Operating Officers and one or more Vice Presidents, Assistant Secretaries, and Assistant Treasurers, who shall exercise such powers and perform such duties as are provided in these Bylaws and as may be determined from time to time by resolution of the Board of Trustees. Any two or more offices may be held by the same person, except that (a) one person may not serve concurrently as both President and Vice President, and (b) any person who holds more than one office may not act in more than one capacity to execute, acknowledge, or verify any instrument required by law to be executed, acknowledged or verified by more than one officer. The Chairman of the Board, if one is appointed, shall be a trustee, and the other officers may be trustees.

Section 2.    Chief Executive Officer

The Chief Executive Officer shall be the chief executive officer of the Trust, shall, unless otherwise provided by the Board of Trustees, preside at all meetings of the Board of Trustees and of the shareholders, shall have overall responsibility and authority for the management of the operations of the Trust (subject to the authority of the Board of Trustees) and shall ensure that all orders and resolutions of the Board of Trustees and shareholders are carried into effect. The Chief Executive Officer shall have authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Trust, except where required by law to be otherwise signed and executed, and except where the execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the Trust.

Section 3.    President

The President shall have general and active supervision over the business and affairs of the Trust. The President shall have authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Trust, except where required by law to be otherwise signed and executed, and except where the execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the Trust. In the absence of the Chief Executive Officer or in the event of the Chief Executive Officer’s inability or refusal to act, the President shall perform the duties of the Chief Executive Officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer.

Section 4.    Chairman of the Board

If the trustees shall appoint a Chairman of the Board, the Chairman shall, when present, preside at all meetings of the Board of Trustees and shall perform such other duties and have such other powers as may be vested in the Chairman by the Board of Trustees.

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Section 5.    Chief Operating Officer

The Chief Operating Officer shall be the chief operating officer of the Trust and shall have full responsibility and authority for management of the day-to-day operations of the Trust. The Chief Operating Officer shall report to the Chief Executive Officer and shall carry out the directions of the Chief Executive Officer and the Board of Trustees. The Chief Operating Officer shall also perform such other duties as may from time to time be assigned to him by the Board of Trustees. The Chief Operating Officer shall have authority to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Trust, if required, except where required by law to be otherwise signed and executed, and except where the execution thereof shall be expressly delegated by the Board of Trustees to some other officer or agent of the Trust. Section 6. Chief Financial Officer The Chief Financial Officer shall have general charge and supervision of the financial affairs of the Trust, including budgetary, accounting and statistical methods, and shall approve payment, or designate others serving under him to approve for payment, all vouchers and warrants for disbursements of funds, and, in general, shall perform all other duties incident to the office of Chief Financial Officer and such other duties as from time to time may be assigned to him or her by the Board of Trustees or the Chief Executive Officer, or as may be prescribed by these Bylaws.

Section 7.    Vice President

In the absence of the Chief Operating Officer or in the event of the Chief Operating Officer’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the Chief Operating Officer, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the Chief Operating Officer. The Vice President shall perform such other duties as from time to time may be assigned to him or her by the Board of Trustees or the Chief Executive Officer and have such other powers as the Board of Trustees may from time to time prescribe.

Section 8.    Secretary

The Secretary shall attend all meetings of the shareholders and the Board of Trustees, shall record or cause to be recorded all the proceedings of the meetings of the shareholders and of the Board of Trustees in a book or books to be kept for that purpose, and shall perform like duties for the Executive Committee or other committees, when required. The Secretary shall give, or cause to be given, such notices as are required to be given in accordance with the provisions of these Bylaws or as required by law or the Declaration of Trust of the Trust. The Secretary shall have custody of the seal of the Trust, and shall have the authority to affix the same to any instrument or document the execution of which in the name or on behalf of the Trust is duly authorized, and when so affixed it may be attested by the signature of the Secretary. The Secretary shall see that the books, records, and other documents required by law (including the share ledger and the records of the issue, transfer and registration of certificates for common shares) are properly kept and filed. The Secretary shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be prescribed by these Bylaws or may be assigned to him or her by the Board of Trustees or the Chief Executive Officer.

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Section 9.    Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Trustees (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section 10.    Treasurer

The Treasurer shall have the custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust, and shall deposit all monies and valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board of Trustees. The Treasurer shall disburse the funds of the Trust as directed by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, and to the Board of Trustees at its regular meetings, or when the Board of Trustees so requires, an account as to all transactions as Treasurer and of the financial condition of the Trust. The Treasurer shall also perform all other duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the Board of Trustees or the Chief Executive Officer, or as may be prescribed by these Bylaws. If required by the Board of Trustees, the Treasurer shall give the Trust a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Trustees for the faithful performance of the duties of the Treasurer's office and for the restoration to the Trust, in case of the Treasurer's death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind, in the Treasurer's possession or under the Treasurer's control and belonging to the Trust.

Section 11.    Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Trustees (or if there shall have been no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section 12.    Election and Term of Office

Starting with the first regular annual meeting of the Trust, the officers of the Trust shall be elected at the regular annual meeting of the Board of Trustees, or as soon thereafter as possible, to hold office until the next regular annual meeting of the Board of Trustees and until their respective successors are elected and qualified, or until their earlier death, resignation, or removal.

Section 13.    Compensation

The compensation of all officers of the Trust shall be fixed from time to time by the Board of Trustees.

Section 14.    Resignation and Removal

Any officer may at any time resign in the same manner provided for trustees in Section 10 of Article III of these Bylaws. Any officer may be removed by the Board of Trustees whenever, in its

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judgment, the best interests of the Trust will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 15.    Vacancies

A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Trustees for the unexpired portion of the term of such office and until a successor is elected by the Board of Trustees and qualifies.

Section 16.    Fidelity Bonds

The Trust may secure the fidelity of any or all of its officers or agents by bond or otherwise.

ARTICLE VI

INDEMNIFICATION

The Trust shall indemnify, to the fullest extent permitted by the laws of the State of Maryland, and pay or reimburse reasonable expenses in advance of final disposition of a proceeding to, (i) any individual who is a present or former trustee or officer of the Trust or (ii) any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a trustee, officer, partner, member, manager or director of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or any other enterprise who, by reason of such position, was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative. The Trust shall provide such indemnification and advancement of expenses to a person who served a predecessor of the Trust in any of the capacities described in (i) or (ii) above and to any employee or agent of the Trust or a predecessor of the Trust.

The indemnification provided herein shall not be deemed to limit the right of the Trust to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Trust may be entitled under any agreement, vote of shareholders or disinterested trustees, or otherwise, both as to action in such persons official capacity and as to action in another capacity while holding such office.

ARTICLE VII

CAPITAL SHARES

Section 1.    Share Certificates

Each shareholder is entitled to a certificate which represents and certifies the shares the shareholder holds in the Trust. A certificate may not be issued until the share represented by it is fully paid. Certificates representing shares of the Trust shall be signed by the Chief Executive Officer, President, Chief Operating Officer, Vice President or the Chairman of the Board, and countersigned by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a share certificate may be either manual or facsimile. Any share certificate so signed shall be valid and may be issued whether or not the officer who signed it is still an officer when it is issued. Share certificates shall be consecutively numbered or otherwise identified, and each such certificate shall state on its face the name of the Trust, the class of shares and the number of shares it represents, and the name of the shareholder or other person to whom it is issued. The share certificate shall also include on its face or back (a) a statement of any restrictions on transferability and a

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statement of the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class which the Trust is authorized to issue, of the differences in the relative rights and preferences between the shares of each series of a preferred or special class in series which the Trust is authorized to issue, to the extent they have been set, and of the authority of the Board of Trustees to set the relative rights and preferences of subsequent series of a preferred or special class of shares or (b) a statement which provides in substance that the Trust will furnish a full statement of such information to any shareholder on request and without charge. The name and address of each shareholder, with the number of shares held and the date of issue, shall be entered on the share ledger of the Trust. Except as otherwise provided in the Maryland Uniform Commercial Code, the fact that a share certificate does not contain or refer to a restriction on transferability that is adopted after the date of issuance of the share certificate does not mean that the restriction is invalid or unenforceable.

Section 2.    Transfer of Shares

Transfer of shares of the Trust shall be made only on its share ledger, and only upon surrender for cancellation of the certificate for such shares, properly endorsed. Authority for such transfer shall be given only by the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Trust. In case of a lost, stolen, or destroyed certificate, a new certificate may be issued upon such conditions and indemnity to the Trust as the Board of Trustees in its discretion may prescribe.

Section 3.    Issuance of Shares

The Board of Trustees may from time to time authorize the issuance of additional shares or securities convertible into shares. Prior to each such issuance the Board of Trustees shall adopt a resolution which authorizes the issuance and sets the minimum consideration for which such shares or convertible securities are to be issued, or a formula or method pursuant to which the same is to be determined, including a fair description of any consideration other than money. In the absence of actual fraud in the transaction, the minimum consideration so fixed by the Board of Trustees shall be conclusive for all purposes. The actual value of consideration to be received by the Trust, as determined by the Board of Trustees, upon the issuance of additional common shares shall be not less than the par value thereof. For the purposes of this Section, the consideration for which shares are issued as a share dividend is the resulting capitalization of surplus, and at the time the dividend is paid, the Trust shall transfer from surplus to stated capital an amount at least equal to the aggregate par value of the shares to be issued. Unless otherwise required by law, no vote of the shareholders of the Trust shall be required for the issuance of additional shares or securities convertible into shares.

Section 4.    Books and Records; Share Ledgers

The Trust shall keep correct and complete books and records of its accounts and transactions and minutes of the proceedings of its shareholders and Board of Trustees and of any executive or other committee when exercising any of the powers of the Board of Trustees. The Trust shall maintain a share ledger containing the names and addresses of the shareholders of the Trust and the number of shares of each class held by each shareholder, and an original or duplicate of the share ledger shall be kept at the principal office of the Trust, or at such other place as the Board of Trustees may determine. The books and records of the Trust's accounts and transactions and the share ledger may be in written form or in any other form which can be converted within a reasonable time into written form for visual inspection.

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Section 5.    Dividends

The Board of Trustees may declare dividends on the shares of the Trust, which may be paid in cash or the Trust's shares in accordance with applicable law. No dividend may be declared or paid if, after giving effect to the distribution, the Trust would not be able to pay its indebtedness as the indebtedness becomes due in the usual course of business or the Trust's total assets would be less than the sum of the Trust's total liabilities plus the amount that would be needed, if the Trust were dissolved at the time of the distribution, to satisfy all preferential rights upon dissolution superior to the preferential rights of those receiving the distribution.

Section 6.    Registered Shareholders

The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, to receive notifications, to vote as such owner, and to exercise the rights and powers of an owner. The Trust shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Maryland.

Section 7.    Exemption from Control Share Acquisition Act

Notwithstanding any other provision of the Declaration of Trust of the Trust or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law (or any successor statute) shall not apply to any acquisition by any person of shares of beneficial interest of the Trust. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1.    Fiscal Year

The fiscal year of the Trust shall be fixed by resolution of the Board of Trustees.

Section 2.    Financial Statements

The Chief Executive Officer, Chief Financial Officer, President, Treasurer, or such other executive officer as may be designated in these Bylaws, shall prepare annually a full and correct statement of the affairs of the Trust, including a balance sheet and a financial statement of operations for the preceding fiscal year, which shall be submitted at the annual meeting of shareholders of the Trust and filed within 20 days thereafter at the principal office of the Trust.

Section 3.    Seal

The corporate seal of the Trust shall have inscribed thereon the name of the Trust, the year of its organization, and the words “Corporate Seal” and “Maryland,” and shall be in such form as shall be approved from time to time by the Board of Trustees. The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed, or otherwise reproduced. Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation

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relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

Section 4.    Amendments

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted, by the vote of a majority of the entire Board of Trustees or by the affirmative vote of holders of shares of the Trust representing not less than a majority of all the votes entitled to be cast on the matter.

*    *    *    *    *

The foregoing Bylaws were adopted by the Board of Trustees on October 21, 2022.

/s/ Susan Hyde
Name:	Susan C. Hyde
Title:	Secretary

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EX-3.3

Exhibit 3.3

NET LEASE OFFICE PROPERTIES

ARTICLES OF AMENDMENT AND RESTATEMENT OF DECLARATION OF TRUST

FIRST: Net Lease Office Properties, a Maryland real estate investment trust (the “Trust”) formed under Title 8 of the Corporations and Associations Article of the Annotated Code of Maryland (the “Maryland REIT Law”), desires to amend and restate its Declaration of Trust as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the Declaration of Trust as hereby amended and restated.

ARTICLE I

FORMATION

The Trust is a real estate investment trust within the meaning of the Maryland REIT Law. The Trust shall not be deemed to be a general partnership, limited partnership, joint venture, joint stock company or a corporation but nothing herein shall preclude the Trust from being treated for tax purposes as an association under the Internal Revenue Code of 1986, as amended (the “Code”).

ARTICLE II

NAME

The name of the Trust is: Net Lease Office Properties. The Board of Trustees of the Trust (the “Board” or “Board of Trustees”) may change the name of the Trust without approval of the shareholders (collectively, the “Shareholders” and individually, the “Shareholder”) of shares of beneficial interest of the Trust (the “Shares”).

ARTICLE III

PURPOSES AND POWERS

Section 3.1  Purposes.  The purposes for which the Trust is formed are to engage in any lawful business or other activity, either directly or indirectly through subsidiaries of the Trust, including, without limitation or obligation, engaging in business as a real estate investment trust (“REIT”) under the Code, for which real estate investment trusts may be organized under the general laws of the State of Maryland as now or hereafter in effect.

Section 3.2  Powers.  The Trust shall have all of the powers granted to REITs by Maryland law and all other powers set forth in these Articles of Amendment and Restatement of Declaration of Trust (the “Declaration of Trust”) that are not inconsistent with law and are appropriate to promote and attain its purposes set forth in this Declaration of Trust.

ARTICLE IV

PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

The address of the principal office of the Trust in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The name of the resident agent of the Trust in the State of Maryland is CSC-Lawyers Incorporating Service Company, whose address is 7 St. Paul Street, Suite 820, Baltimore, Maryland 21202. The resident agent is a Maryland corporation.

ARTICLE V

BOARD OF TRUSTEES

Section 5.1  Powers.  Subject to any express limitations contained in this Declaration of Trust or in the bylaws of the Trust (the “Bylaws”), (a) the business and affairs of the Trust shall be managed under the direction of the Board of Trustees, (b) the Board of Trustees shall have full, exclusive and absolute power, control and authority over the Trust and any and all property of the Trust and (c) all powers of the Trust may be exercised by or under authority of the Board of Trustees except as expressly conferred on or expressly reserved to the Shareholders by law or by this Declaration of Trust or the Bylaws.  The Board of Trustees may take any action as in its sole judgment and discretion is necessary or appropriate in the conduct of the business and affairs of the Trust or in the furtherance of the interests of the Trust and the owners of its shares of beneficial interest.  This Declaration of Trust shall be construed with the presumption in favor of the grant of power and authority to the Board of Trustees.  Any construction of this Declaration of Trust or determination made in good faith by the Board of Trustees concerning its powers and authority hereunder shall be conclusive.  The enumeration and definition of particular powers of the Board of Trustees included in this Declaration of Trust or in the Bylaws shall in no way be limited or restricted by reference to or inference from the terms of this or any other provision of this Declaration of Trust or the Bylaws or construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board of Trustees or the trustees (collectively, the “Trustees” and, individually, a “Trustee”) under the general laws of the State of Maryland or any other applicable laws.

Section 5.2  Number of Trustees.  The number of Trustees constituting the entire Board of Trustees is currently set at                 (               ), but may hereafter be increased or decreased only by the Board of Trustees in accordance with the provisions set forth in the Bylaws or this Section 5.2, but shall never be fewer than the minimum number required by the Maryland General Corporation Law (“MGCL”) nor more than fifteen (15). No reduction in the number of Trustees shall cause the removal of any Trustee from office prior to the expiration of his or her term.

The Trustees shall be classified, with respect to the terms for which they severally hold office, into three classes, one class (“Class I”) to hold office initially for a term expiring at the annual meeting of Shareholders in 2025, another class (“Class II”) to hold office initially for a term expiring at the annual meeting of Shareholders in 2026 and another class (“Class III”) to hold office initially for a term expiring at the annual meeting of Shareholders in 2027, with the

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members of each class to hold office until their successors are duly elected and qualify. At the annual meeting of Shareholders held in 2025, the successors to the Trustees whose terms expire at such meeting shall be elected to hold office for a term expiring at the annual meeting of Shareholders held in 2027 and until their successors are duly elected and qualify. At the annual meeting of Shareholders held in 2026, the successors to the Trustees whose terms expire at such meeting shall be elected to hold office for a term expiring at the annual meeting of Shareholders held in 2027 and until their successors are duly elected and qualify. At the annual meeting of Shareholders held in 2027 and each annual meeting of Shareholders held thereafter, the successors to the Trustees whose terms expire at each annual meeting shall be elected to hold office for a term expiring at the next annual meeting of Shareholders and until their successors are duly elected and qualify. The names and class of the Trustees who shall serve until their successors are duly elected and qualify shall be:

Class I

Class II

Class III

It shall not be necessary to list in this Declaration of Trust the names of any Trustees hereinafter elected.

Except as may be provided by the Board of Trustees in setting the terms of any class or series of Shares and subject to Section 5.3 hereof, any and all vacancies on the Board of Trustees may be filled only by the affirmative vote of a majority of the remaining Trustees in office, even if the remaining Trustees do not constitute a quorum, and any Trustee elected to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which such vacancy occurred and until a successor is elected and qualifies; provided, however, that the Shareholders shall have the right to fill any vacancy that results from the removal of a Trustee for cause pursuant to Section 5.3.

Section 5.3  Resignation or Removal of Trustees.  Any Trustee may resign at any time by delivering written notice to the Board of Trustees, effective upon execution and delivery to the Trust of such written notice or upon any future date specified in the notice. Subject to the rights of holders of one or more classes or series of Preferred Shares, as hereinafter defined, to elect or remove one or more Trustees, any Trustee may be removed at any time, but only for cause and then only by the affirmative vote of a majority of the Shares then outstanding and entitled to vote generally in the election of Trustees. For the purpose of this paragraph, “cause” shall mean, with respect to any particular Trustee, conviction of a felony or a final judgment of a court of competent jurisdiction holding that such Trustee caused demonstrable, material harm to the Trust

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through willful misconduct, bad faith or active and deliberate dishonesty. Any amendment to this Section 5.3 that amends or removes the requirement of cause for the removal of Trustees shall not apply to or affect in any respect the applicability of the preceding sentence with respect to any Trustee in office at the time of such amendment.

Section 5.4  REIT Qualification.  The Board of Trustees, without any action by the Shareholders, shall have the authority to cause the Trust to elect to qualify for U.S. federal income tax purposes as a REIT.  Following such election, if the Board of Trustees determines that it is no longer in the best interests of the Trust to continue to be qualified as a REIT, the Board of Trustees, without any action by the Shareholders, may revoke or otherwise terminate the Trust’s REIT election pursuant to Section 856(g) of the Code or through such other means as the Board determines appropriate.  In addition, the Board of Trustees, without any action by the Shareholders of the Trust, shall have and may exercise, on behalf of the Trust, without limitation, the power to determine that compliance with any restriction or limitation on ownership and transfers of Shares set forth in Article VII is no longer required in order for the Trust to qualify as a REIT.

Section 5.5  Determinations by Board. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Trustees consistent with this Declaration of Trust, shall be final and conclusive and shall be binding upon the Trust and every holder of Shares: the amount of the net income of the Trust for any period and the amount of assets at any time legally available for the payment of dividends, redemption of Shares or the payment of other distributions on Shares; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or distributions, qualifications or terms or conditions of redemption of any class or series of Shares; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Trust or of any Shares; the number of Shares of any class of the Trust; any matter relating to the acquisition, holding and disposition of any assets by the Trust; or any other matter relating to the business and affairs of the Trust or required or permitted by applicable law, this Declaration of Trust or the Bylaws or otherwise to be determined by the Board of Trustees. 

Section 5.6  Approval of Extraordinary Actions.  Except as specifically provided Article VII, Article X and Section 12.2, notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of Shares entitled to cast a greater proportion of votes, any such action shall be effective and valid if declared advisable by the Board of Trustees and taken or approved by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 5.7  Business Opportunities.  The Trust shall have the power to renounce, by resolution of the Board of Trustees, any interest or expectancy of the Trust in, or in being offered

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an opportunity to participate in, business opportunities or classes or categories of business opportunities that are (i) presented to the Trust or (ii) developed by or presented to one or more Trustees or officers of the Trust.

ARTICLE VI

SHARES OF BENEFICIAL INTEREST

Section 6.1  Authorized Shares.  The beneficial interest of the Trust shall be divided into Shares.  The total number of Shares of all classes that the Trust has authority to issue is                 (               ), consisting of                 (               ) common shares of beneficial interest, $0.001 par value per share (“Common Shares”), and                 (               ) preferred shares of beneficial interest, $0.001 par value per share (“Preferred Shares”).  The aggregate par value of all authorized Shares having par value is                 Dollars ($               ). The Board of Trustees, with the affirmative vote of a majority of Trustees, may amend this Declaration of Trust from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series that the Trust has the authority to issue, without approval of any Shareholder.

Section 6.2  Common Shares.  Subject to the provisions of Article VII, each Common Share shall entitle the holder thereof to one vote on each matter upon which holders of Common Shares are entitled to vote. The Board of Trustees may reclassify any unissued Common Shares from time to time in one or more classes or series of Common Shares or Preferred Shares.

Section 6.2.1  Dividends and Distributions.  The Board of Trustees may from time to time authorize and declare (or cause the Trust to declare) to Shareholders such dividends or distributions in cash or other assets of the Trust or in securities of the Trust or from any other source as the Board of Trustees in its discretion shall determine, but only out of funds legally available therefor.  The Board of Trustees shall endeavor to authorize, and the Trust shall declare and pay, such dividends and distributions as shall be necessary for the Trust to qualify as a REIT under the Code (unless the Board of Trustees has determined that it is no longer in the best interests of the Trust to continue to be qualified as a REIT); however, Shareholders shall have no right to any dividend or distribution unless and until authorized by the Board of Trustees and declared by the Board of Trustees or the Trust, but subject to any conditions established by the Board in connection with the declaration of any such dividend.  The exercise of the powers and rights of the Board of Trustees pursuant to this Section 6.2.1 shall be subject to the preferences of any class or series of Shares at the time outstanding.

Section 6.2.2  Liquidation Rights.  In the event of any voluntary or involuntary liquidation, dissolution or winding up of, or any distribution of the assets of, the Trust, the holders of Common Shares shall be entitled to participate in the pro rata distribution of any assets of the Trust remaining after the Trust shall have paid, or provided for payment of, all debts and liabilities of the Trust and after the Trust shall have paid, or set aside for payment, amounts due to the holders of any class of stock having preference over the Common Shares as to distributions in the event of dissolution, liquidation or winding up of the Trust.

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Section 6.3  Preferred Shares.  The Board of Trustees may classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, in one or more classes or series of Common Shares or Preferred Shares.

Section 6.4  Classification and Reclassification of Shares.  Prior to issuance of classified or reclassified Shares of any class or series, the Board of Trustees, without approval of any Shareholder, (a) by resolution shall: (i) designate that class or series to distinguish it from all other classes and series of Shares; (ii) specify the number of Shares to be included in the class or series; and (iii) set or change, subject to the provisions of Article VII and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms and conditions of redemption for each class or series; and (b) shall cause the Trust to file articles supplementary with the State Department of Assessments and Taxation (“SDAT”) containing the information required by the Maryland REIT Law.  Any of the terms of any class or series of Shares set or changed pursuant to clause (a)(iii) of this Section 6.4 may be made dependent upon facts ascertainable outside this Declaration of Trust (including the occurrence of any event, including a determination or action by the Trust or any other person or body) and may vary among holders thereof, provided that the manner in which such facts or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary filed with the SDAT.

If shares of one class are classified or reclassified into shares of another class pursuant to this Article VI, the number of authorized shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of all classes that the Trust has authority to issue shall not be more than the total number of shares of stock set forth in Section 6.1.

Section 6.5  Authorization by Board of Trustees of Share Issuance.  The Board of Trustees, without approval of any Shareholder, may authorize the issuance from time to time of Shares of any class or series, whether now or hereafter authorized, or securities or rights convertible into Shares of any class or series, whether now or hereafter authorized, for such consideration (whether in cash, property, past or future services, obligation for future payment or otherwise) as the Board of Trustees may deem advisable (or without consideration in the case of a stock split or stock dividend or other situation permitted under the Maryland REIT Law), subject to such restrictions or limitations, if any, as may be set forth in this Declaration of Trust or the Bylaws.

Section 6.6  Transferable Shares; Preferential Dividends. Notwithstanding any other provision in this Declaration of Trust, no determination shall be made by the Board of Trustees nor shall any transaction be entered into by the Trust that would cause any Shares or other beneficial interest in the Trust not to constitute “transferable shares” or “transferable certificates of beneficial interest” under Section 856(a)(2) of the Code or, with respect to any taxable year(s) in which the Trust is not required to file annual and periodic reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange

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Act”), that would cause any distribution to constitute a preferential dividend as described in Section 562(c) of the Code.

Section 6.7 General Nature of Shares.  All Shares shall be personal property entitling the Shareholders only to those rights provided in this Declaration of Trust.  The Shareholders shall have no interest in the property of the Trust and shall have no right to compel any partition, division, dividend or distribution of the Trust or of the property of the Trust.  The death of a Shareholder shall not terminate the Trust.  The Trust is entitled to treat as Shareholders only those persons in whose names Shares are registered as holders of Shares on the share ledger of the Trust.

Section 6.8  Fractional Shares.  The Trust may, without the consent or approval of any Shareholder, issue fractional Shares, eliminate a fraction of a Share by rounding up or down to a full Share, arrange for the disposition of a fraction of a Share by the person entitled to it, or pay cash for the fair value of a fraction of a Share.

Section 6.9  Divisions and Combinations of Shares.  Subject to any express provision to the contrary in the terms of any class or series of Shares hereafter authorized, the Board of Trustees shall have the power, without a vote of Shareholders, to divide or combine the outstanding Shares of any class or series of Shares into a greater or lesser number of Shares and the corresponding number of authorized Shares of such class or series of Shares (and without regard to any limitation applicable to divisions or combinations of shares by a Maryland corporation that may be effected without the authorization of the stockholders of a Maryland corporation).

Section 6.10  Declaration of Trust and Bylaws.  All persons who shall acquire a Share shall acquire the same subject to the provisions of this Declaration of Trust and the Bylaws.

ARTICLE VII

RESTRICTIONS ON TRANSFER AND OWNERSHIP OF SHARES

Section 7.1  Definitions.  For the purpose of this Article VII, the following terms shall have the following meanings:

Beneficial Ownership.  The term “Beneficial Ownership” shall mean ownership of Shares by a Person, whether the interest in the Shares is held directly or indirectly (including by a nominee) by such Person, and shall include ownership through the application of Section 544 of the Code, as modified by Sections 856(h)(1)(B) and 856(h)(3) of the Code. Whenever a Person Beneficially Owns Shares that are not actually outstanding (e.g., Shares issuable upon the exercise of an option or the conversion of a convertible security) (“Option Shares”), then, whenever the Declaration of Trust requires a determination of the percentage of outstanding Shares of a class of Shares Beneficially Owned by such Person, the Option Shares Beneficially Owned by such Person shall also be deemed to be outstanding. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

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Business Day.  The term “Business Day” shall mean any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

Charitable Beneficiary.  The term “Charitable Beneficiary” shall mean one or more beneficiaries of the Charitable Trust as determined pursuant to Section 7.3.7, provided that each such organization must be described in Sections 501(c)(3) and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A) and 170(c)(2), and Sections 2055 and 2522 of the Code.

Charitable Trust.  The term “Charitable Trust” shall mean any trust provided for in Section 7.2.1(b)(i) and Section 7.3.1.

Charitable Trustee.  The term “Charitable Trustee” shall mean the Person unaffiliated with both the Trust and the relevant Prohibited Owner that is appointed by the Trust to serve as trustee of the Charitable Trust.

Constructive Ownership.  The term “Constructive Ownership” shall mean ownership of Shares by a Person who is or would be treated as an owner of such Shares either actually (including through a nominee) or constructively through the application of section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Own,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Declaration of Trust.  The term “Declaration of Trust” shall mean these Articles of Amendment and Restatement of Declaration of Trust as filed for record with the SDAT, and any amendments and supplements thereto.

Initial Date.  The term “Initial Date” shall mean (i) the close of business on the date on which W. P. Carey Inc., a Maryland corporation (“WPC”), distributes 100% of the Common Shares of the Trust held by WPC to the holders of shares of common stock of WPC after such distribution is completed or (ii) such other date as determined by the Board of Trustees in its sole discretion.

Market Price.  The term “Market Price” on any date shall mean, with respect to any class or series of outstanding Shares, the Closing Price for such Shares on such date. The “Closing Price” on any date shall mean the last sale price for such Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trade on the NYSE or, if such Shares are not listed or admitted to trade on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Shares are listed or admitted to trading or, if such Shares are not listed or admitted to trade on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Shares are not quoted by any such system, the average of the closing bid and asked prices as furnished by a professional market

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maker making a market in such Shares selected by the Board of Trustees or, in the event that no trading price is available for such Shares, the fair market value of Shares, as determined in good faith by the Board of Trustees.

Non-Transfer Event.  The term “Non-Transfer Event” shall mean any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares and any redemption of any Shares.

NYSE.  The term “NYSE” shall mean the New York Stock Exchange.

Ownership Limit.  The term “Ownership Limit” shall mean 9.8% (or such other limit designated by the Board of Trustees pursuant to Section 7.2.8 or Section 7.2.9) (in value or in number of Shares, whichever is more restrictive) of (A) in the case of Common Shares, the aggregate of the outstanding Common Shares, and (B) in the case of any class or series of Preferred Shares, the aggregate of the Preferred Shares in such class or series. For purposes of determining the percentage ownership of Shares of any class or series by any Person, Shares that are treated as Beneficially Owned or Constructively Owned by such Person shall be deemed outstanding. The number and value of the outstanding Shares of any class or series shall be determined by the Board of Trustees in good faith, which determination shall be conclusive for all purposes hereof.

Person.  The term “Person” shall mean an individual, corporation, partnership, limited liability company, estate, trust (including, without limitation, a trust qualified under Sections 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act.

Prohibited Owner.  The term “Prohibited Owner” shall mean, with respect to any purported Transfer or Non-Transfer Event, any Person who, but for the provisions of Section 7.2.1, would Beneficially Own or Constructively Own Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of Shares that the Prohibited Owner would have so owned.

REIT.  The term “REIT” shall mean a real estate investment trust within the meaning of Sections 856 through 859 of the Code.

Restriction Termination Date.  The term “Restriction Termination Date” shall mean the first day after the Initial Date on which the Board of Trustees determines, pursuant to Section 5.4, that it is no longer in the best interests of the Trust to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Trust to qualify as a REIT.

Shares. The term “Shares” shall mean all classes or series of shares of beneficial interest of the Trust, including, without limitation, Common Shares and Preferred Shares.

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Subsidiary REIT.  The term “Subsidiary REIT” shall mean any subsidiary of the Trust that has or will make an election to qualify to be taxed as a REIT.

Transfer.  The term “Transfer” shall mean any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire, or change its level of, beneficial ownership (for purposes of Section 856(a)(5) of the Code), Beneficial Ownership or Constructive Ownership of Shares, or the right to vote or receive dividends or distributions on Shares, or any agreement to take any such actions or cause any such events, including (a) a change in the capital structure of the Trust, (b) a change in the relationship between two or more Persons which causes a change in ownership of Shares by application of Section 544 of the Code, as modified by Section 856(h) of the Code, (c) the granting or exercise of any option or warrant (or any acquisition or disposition of any option or warrant), pledge, security interest, or similar right to acquire Shares, (d) any acquisition or disposition of any securities or rights convertible into or exchangeable for Shares or any interest in Shares or any exercise of any such conversion or exchange right and (e) Transfers of interests in other entities that result in changes in beneficial ownership, Beneficial Ownership or Constructive Ownership of Shares; in each case, whether voluntary or involuntary, whether owned of record, beneficially owned (for purposes of Section 856(a)(5) of the Code), Constructively Owned or Beneficially Owned and whether by operation of law or otherwise.  The terms “Transferring” and “Transferred” shall have the correlative meanings.

Section 7.2  Shares.

Section 7.2.1  Ownership Limitations.  During the period commencing on the Initial Date and through the date prior to the Restriction Termination Date:

(a)           Basic Restrictions.

(i)            No Person shall Beneficially Own or Constructively Own Common Shares or Preferred Shares in excess of the Ownership Limit unless, as provided in Section 7.2.8, the Board of Trustees, in its sole and absolute discretion, increases the Ownership Limit with respect to such Person, in which case such Person shall not Beneficially Own or Constructively Own Common Shares in excess of such modified Ownership Limit.

(ii)           No Person shall Beneficially Own or Constructively Own Shares to the extent that:

(1) such Beneficial Ownership or Constructive Ownership of Shares would result in the Trust or any Subsidiary REIT being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year);

(2) such Beneficial Ownership or Constructive Ownership of Shares would (or, in the sole judgment of the Board of Trustees, could) cause any income of the Trust or any Subsidiary REIT, as applicable, that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing the Trust or any Subsidiary REIT, as applicable, to Constructively Own an interest in a tenant that is described in Section 856(d)(2)(B) of the Code

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if the income derived by the Trust or Subsidiary REIT, as applicable, from such tenant for the taxable year of the Trust or any Subsidiary REIT, as applicable, during which such determination is being made would reasonably be expected to equal or exceed the lesser of (a) one percent (1%) of the Trust’s or Subsidiary REIT’s, as applicable, gross income (as determined for purposes of Section 856(c) of the Code), or (b) an amount that would cause the Trust or Subsidiary REIT, as applicable, to fail to satisfy any of the gross income requirements of Section 856(c) of the Code); or

(3) such Beneficial Ownership or Constructive Ownership of Shares would result in the Trust or any Subsidiary REIT, as applicable, otherwise failing to qualify as a REIT.

(iii)         No Person shall Transfer any Shares if, as a result of the Transfer, the Shares would be beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code).  Subject to Section 7.4 and notwithstanding any other provisions contained herein, any Transfer of Shares (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) that, if effective, would result in Shares being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

(b)           Transfer in Trust.  If any Transfer of Shares (whether or not such Transfer is the result of a transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system) or Non-Transfer Event occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Shares in violation of Section 7.2.1(a)(i) or (ii),

(i)            then that number of Shares the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 7.2.1(a)(i) or (ii) (rounded up to the nearest whole Share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 7.3, effective as of the close of business on the Business Day prior to the date of such Transfer or Non-Transfer Event, and such Person shall acquire no rights in such Shares; or

(ii)           if the transfer to the Charitable Trust described in clause (i) of this subparagraph would not be effective for any reason to prevent the violation of Section 7.2.1(a)(i) or (ii), or would not prevent the Trust from failing to qualify as a REIT, then the Transfer of that number of Shares that otherwise would cause any Person to violate Section 7.2.1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Shares.

(iii)          In determining which Shares are to be transferred to a Charitable Trust in accordance with this Section 7.2.1(b) and Section 7.3 hereof, Shares shall be so transferred to a Charitable Trust in such manner as minimizes the aggregate value of the Shares that are transferred to the Charitable Trust (except as provided in Section 7.2.6) and, to the extent not inconsistent therewith, on a pro rata basis.

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(iv)          To the extent that, upon a transfer of Shares pursuant to this Section 7.2.1(b), a violation of any provision of Section 7.2.1(a) would nonetheless be continuing (as, for example, where the ownership of Shares by a single Charitable Trust would result in the Shares being beneficially owned (determined under the principles of Section 856(a)(5) of the Code) by fewer than 100 Persons), then Shares shall be transferred to that number of Charitable Trusts, each having a Charitable Trustee and a Charitable Beneficiary or Charitable Beneficiaries that are distinct from those of each other Charitable Trust, such that there is no violation of any provision of Section 7.2.1(a) hereof.

Section 7.2.2  Remedies for Breach.  If the Board of Trustees or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or Non-Transfer Event has taken place that results in a violation of Section 7.2.1 or that a Person intends to acquire or has attempted to acquire beneficial ownership (for purposes of Section 856(a)(5) of the Code), Beneficial Ownership or Constructive Ownership of any Shares in violation of Section 7.2.1 (whether or not such violation is intended), the Board of Trustees or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or Non-Transfer Event, including, without limitation, causing the Trust to redeem Shares, refusing to give effect to such Transfer or Non-Transfer Event on the books of the Trust or instituting proceedings to enjoin such Transfer or Non-Transfer Event; provided, however, that any Transfer or attempted Transfer or Non-Transfer Event in violation of Section 7.2.1 shall automatically result in the Transfer to the Charitable Trust described above irrespective of any action (or non-action) by the Board of Trustees or a committee thereof and, where applicable, be void ab initio as provided above.

Section 7.2.3  Notice of Restricted Transfer.  Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Shares that will or may violate Section 7.2.1(a), or any Person who would have owned Shares that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 7.2.1(b), shall immediately give written notice to the Trust of such event or, in the case of such a proposed or attempted transaction, shall give at least fifteen (15) days prior written notice, and shall provide to the Trust such other information as the Trust may request in order to determine the effect, if any, of such acquisition or ownership on the Trust’s qualification as a REIT.

Section 7.2.4  Owners Required To Provide Information.  From the Initial Date and prior to the Restriction Termination Date:

(a)           every owner of more than five percent (5%) (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding Shares, within thirty (30) days after the end of each taxable year, shall give written notice to the Trust stating the name and address of such owner, the number of Shares Beneficially Owned and a description of the manner in which such Shares are held; provided, that a Shareholder of record who holds outstanding Shares as nominee for another Person, which other Person is required to include in gross income the dividends or distributions received on such Shares (an “Actual Owner”), shall give written notice to the Trust stating the name and address of such Actual Owner and the number of Shares of such Actual Owner with respect to which the Shareholder of record is nominee.  Each owner shall provide to the Trust such additional information as the

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Trust may request in order to determine the effect, if any, of such Beneficial Ownership on the Trust’s qualification as a REIT and to ensure compliance with the Ownership Limit; and

(b)           each Person who is a Beneficial Owner or Constructive Owner of Shares and each Person (including the Shareholder of record) who is holding Shares for a Beneficial Owner or Constructive Owner shall provide to the Trust such information as the Trust may request, in good faith, in order to determine the Trust’s qualification as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance and to ensure compliance with the Ownership Limit.

Section 7.2.5  Remedies Not Limited. Subject to Sections 5.1, 5.4 and 7.4 of this Declaration of Trust, nothing contained in this Section 7.2 shall limit the authority of the Board of Trustees to take such other action as it deems necessary or advisable to protect the Trust and the interests of its Shareholders in preserving the Trust’s qualification as a REIT.

Section 7.2.6  Ambiguity.  In the case of an ambiguity in the application of any of the provisions of this Section 7.2, Section 7.3 or any definition contained in Section 7.1, the Board of Trustees shall have the power to determine the application of the provisions of this Section 7.2 or Section 7.3 with respect to any situation based on the facts known to it.  If Section 7.2 or 7.3 requires an action by the Board of Trustees and this Declaration of Trust fails to provide specific guidance with respect to such action, the Board of Trustees shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Sections 7.1, 7.2 or 7.3. Absent a decision to the contrary by the Board of Trustees (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 7.2.2) acquired Beneficial Ownership or Constructive Ownership of Shares in violation of Section 7.2.1, such remedies (as applicable) shall apply first to the Shares which, but for such remedies, would have been actually owned by such Person, and second to Shares which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Shares based upon the relative number of the Shares held by each such Person.

Section 7.2.7  Exemptions.

(a)           Subject to Section 7.2.1(a)(ii)(1) and (3), the Board may (but shall not be required to) exempt, prospectively or retroactively, a Person from the Ownership Limit for purposes of the application of Section 7.2.1(a)(i), and/or may prospectively or retroactively waive the provisions of Section 7.2.1(a)(ii)(2) with respect to a Person if:

(i) the Board determines, in its sole discretion, based on representations and undertakings provided by such Person to the Board and/or other information submitted by such Person to the Board, that such Person is not an individual for purposes of Section 542(a)(2) of the Code (determined taking into account Section 856(h)(3)(A) of the Code);

(ii) such Person submits to the Board information satisfactory to the Board, in its reasonable discretion, demonstrating that no Person who is an individual for purposes of Section 542(a)(2) of the Code (determined taking into account

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Section 856(h)(3)(A) of the Code) would be considered to Beneficially Own Shares in excess of the Ownership Limit by reason of such Person’s ownership of Shares in excess of the relevant ownership limit under Section 7.2.1(a)(i) pursuant to the exemption granted under this subparagraph (a);

(iii) such Person submits to the Board information satisfactory to the Board, in its reasonable discretion, demonstrating that clauses (2) and (3) of subparagraph (a)(ii) of Section 7.2.1 will not be violated by reason of such Person’s ownership of Shares in excess of the Ownership Limit under Section 7.2.1(a)(i) pursuant to the exemption granted under this subparagraph 7.2.7(a) (unless a waiver of clause (2) of subparagraph (a)(ii) of Section 7.2.1 is being granted, in which case such information shall be sufficient to allow the Board to conclude that such Person’s ownership of Shares, as and to the extent permitted under such waiver, will not now or in the future jeopardize the Trust’s ability to qualify as a REIT under the Code); and

(iv) such Person provides to the Board such representations and undertakings, if any, as the Board may, in its reasonable discretion, require to ensure that the conditions in clauses (i), (ii) and (iii) hereof are satisfied and will continue to be satisfied throughout the period during which such Person owns Shares in excess of the Ownership Limit under Section 7.2.1(a)(i) pursuant to any exemption thereto granted under this subparagraph (a) or in excess of the limitation set forth in Section 7.2.1(a)(ii)(2) pursuant to any waiver with respect thereto, and such Person agrees that any violation of such representations and undertakings or any attempted violation thereof will result in the application of the remedies set forth in Section 7.2 (including, without limitation, Section 7.2.5) with respect to Shares in excess of the Ownership Limit with respect to such Person or with respect to Shares as to which a waiver of the limitation set forth in Section 7.2.1(a)(ii)(2) applies (determined without regard to the exemption or waiver granted such Person under this subparagraph (a)).

(b)           Prior to granting any exemption pursuant to subparagraph (a), the Board, in its sole and absolute discretion, may require a ruling from the Internal Revenue Service or an opinion of counsel, in either case in form and substance satisfactory to the Board, in its sole and absolute discretion, as it may deem necessary or advisable in order to determine or ensure the Trust’s qualification as a REIT; provided, however, that the Board shall not be obligated to require obtaining a favorable ruling or opinion in order to grant an exception hereunder.  In addition, notwithstanding the receipt of any ruling or opinion, the Board of Trustees may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(c)           Subject to Section 7.2.1(a)(ii), an underwriter that participates in a public offering or a private placement of Shares (or securities convertible into or exchangeable for Shares) may Beneficially Own or Constructively Own Shares (or securities convertible into or exchangeable for Shares) in excess of the Ownership Limit, but only to the extent necessary to facilitate such public offering or private placement.

Section 7.2.8  Increase in the Ownership Limit.  Subject to the limitations provided in Section 7.2.1(a)(ii) and this Section 7.2.8, the Board of Trustees may, in its sole and

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absolute discretion, from time to time increase the Ownership Limit for any one or more Persons; provided, however, that:

(a)           The Ownership Limit may not be increased if, after giving effect to such change, either (1) five Persons who are considered individuals pursuant to Section 542 of the Code, as modified by Section 856(h)(3) of the Code, could Beneficially Own, in the aggregate, more than 49.9% of the value of the outstanding Shares (determined taking into account any reduction in the Ownership Limit for other Persons being made contemporaneously pursuant to Section 7.2.9), or (2) either clause (2) or clause (3) of subparagraph (a)(ii) of Section 7.2.1 could be violated (taking into account any prior or contemporaneous waiver of Section 7.2.1(a)(ii)(2)) by any Person for whom the Ownership Limit is increased by reason of such Person’s ownership of Shares in accordance with the increased ownership limit.

(b)           Prior to the modification of the Ownership Limit pursuant to this Section 7.2.8, the Board, in its sole and absolute discretion, may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or ensure the Trust’s qualification as a REIT if the modification of the Ownership Limit were to be made.

Section 7.2.9  Decrease in the Ownership Limit.  The Board of Trustees may from time to time decrease the Ownership Limit for some or all Persons (including in connection with an increase of the Ownership Limit pursuant to Section 7.2.8 for some Persons); provided, however, that any such decreased Ownership Limit will not be effective for any Person whose percentage ownership in Shares is in excess of the decreased Ownership Limit until such time as such Person’s percentage ownership of Shares equals or falls below the decreased Ownership Limit but any further acquisition of Shares in excess of such percentage ownership of Shares will be in violation of the Ownership Limit.

Section 7.2.10  Legend.  Each certificate for Shares shall bear substantially the following legend:

The Shares represented by this certificate are subject to restrictions on Beneficial Ownership, Constructive Ownership and Transfer.  Subject to certain further restrictions and except as expressly provided in the Trust’s Declaration of Trust, (i) no Person may Beneficially Own or Constructively Own Shares of the Trust in excess of 9.8% (in value or number of Shares, whichever is more restrictive) (A) in the case of Common Shares, the aggregate of the outstanding Common Shares, and (B) in the case of any class or series of Preferred Shares, the aggregate of the Preferred Shares in such class or series; (ii) no Person may Beneficially Own or Constructively Own Shares of the Trust that would result in the Trust or any Subsidiary REIT, as applicable, being “closely held” under Section 856(h) of the Code or otherwise cause the Trust to fail to qualify as a REIT; (iii) no Person may Beneficially Own or Constructively Own Shares of the Trust that would (or, in the sole judgment of the Board of Trustees, could) cause any income of the Trust or any Subsidiary REIT, as applicable, that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but

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not limited to, as a result of causing the Trust or any Subsidiary REIT, as applicable, to Constructively Own an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Trust or Subsidiary REIT, as applicable, from such tenant for the taxable year of the Trust or Subsidiary REIT, as applicable, during which such determination is being made would reasonably be expected to equal or exceed the lesser of (a) one percent (1%) of the Trust’s or Subsidiary REIT’s, as applicable, gross income (as determined for purposes of Section 856(c) of the Code), or (b) an amount that would cause the Trust or Subsidiary REIT, as applicable, to fail to satisfy any of the gross income requirements of Section 856(c) of the Code); and (iv) no Person may Transfer Shares of the Trust if such Transfer would result in Shares of the Trust being beneficially owned by fewer than 100 Persons (as determined under the principles of Section 856(a)(5) of the Code). Any Person who Beneficially Owns or Constructively Owns, Transfers or attempts to Beneficially Own or Constructively Own Shares of the Trust which causes or will cause a Person to Beneficially Own or Constructively Own Shares of the Trust in excess or in violation of the above limitations must immediately notify the Trust.  If certain of the restrictions on Transfer or ownership above are violated, the Shares of the Trust represented hereby will be automatically Transferred to a Charitable Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. In addition, the Trust may take other actions, including redeeming Shares upon the terms and conditions specified by the Board of Trustees in its sole and absolute discretion if the Board of Trustees determines that ownership or a Transfer or other event may violate the restrictions described above. A Person who attempts to Beneficially Own or Constructively Own Shares in violation of the ownership limitations described above shall have no claim, cause of action or any recourse whatsoever against a transferor of such Shares.  All capitalized terms in this legend have the meanings defined in the Declaration of Trust of the Trust, as the same may be amended from time to time, a copy of which, including the restrictions on Transfer and ownership, will be furnished to each holder of Shares of the Trust on request and without charge. Requests for such a copy may be directed to the Secretary of the Trust at its Principal Office.

Instead of the foregoing legend, the certificate may state that the Trust will furnish a full statement about certain restrictions on transferability to a shareholder on request and without charge.

Section 7.3  Transfer of Shares in Trust.

Section 7.3.1  Ownership in Trust.  Upon any purported Transfer or other event described in Section 7.2.1(b) that would result in a transfer of Shares to a Charitable Trust, such Shares shall be deemed to have been transferred to the Charitable Trustee as trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries.  Such transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the

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Business Day prior to the purported Transfer or other event that results in the Transfer to the Charitable Trust pursuant to Section 7.2.1(b).  The Charitable Trustee shall be appointed by the Trust and shall be a Person unaffiliated with the Trust and any Prohibited Owner.  Each Charitable Beneficiary shall be designated by the Trust as provided in Section 7.3.7.

Section 7.3.2  Status of Shares Held by the Charitable Trustee. Shares held by the Charitable Trustee shall be issued and outstanding Shares of the Trust.  The Prohibited Owner shall have no rights in the Shares held by the Charitable Trustee.  The Prohibited Owner shall not benefit economically from ownership of any Shares held in trust by the Charitable Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the Shares held in the Charitable Trust.  The Prohibited Owner shall have no claim, cause of action, or any other recourse whatsoever against the purported transferor of such Shares.

Section 7.3.3  Dividend and Voting Rights.  The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary.  Any dividend or other distribution paid prior to the discovery by the Trust that Shares have been transferred to the Charitable Trustee shall be paid with respect to such Shares by the recipient to the Charitable Trustee upon demand by the Trust and any dividend or other distribution authorized but unpaid shall be paid when due to the Charitable Trustee.  Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary.  The Prohibited Owner shall have no voting rights with respect to Shares held in the Charitable Trust and, subject to Maryland law, effective as of the date that Shares have been transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Trust that Shares have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Trust has already taken irreversible action, then the Charitable Trustee shall not have the authority to rescind and recast such vote.  Notwithstanding the provisions of this Article VII, until the Trust has received notification that Shares have been transferred into a Charitable Trust, the Trust shall be entitled to rely on its share transfer and other shareholder records for purposes of preparing lists of Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Shareholders.

Section 7.3.4  Rights Upon Liquidation.  Upon any voluntary or involuntary liquidation, dissolution or winding up of or any distribution of the assets of the Trust, the Charitable Trustee shall be entitled to receive, ratably with each other holder of Shares of the class or series of Shares that is held in the Charitable Trust, that portion of the assets of the Trust available for distribution to the holders of such class or series (determined based upon the ratio that the number of Shares of such class or series of Shares held by the Charitable Trustee bears to the total number of Shares of such class or series of Shares then outstanding).  The Charitable Trustee shall distribute any such assets received in respect of the Shares held in the Charitable Trust in any liquidation, dissolution or winding up of, or distribution of the assets of the Trust, in accordance with Section 7.3.5.

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Section 7.3.5  Sale of Shares by Charitable Trustee.  Within twenty (20) days of receiving notice from the Trust that Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the Shares held in the Charitable Trust to a person, designated by the Charitable Trustee, whose ownership of the Shares will not violate the ownership limitations set forth in Section 7.2.1(a).  In connection with any such sale, the Charitable Trustee shall use good faith efforts to sell such Shares at a fair market price.  Upon such sale, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 7.3.5.  The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Shares or, if the Prohibited Owner did not give value for the Shares in connection with the event causing the Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Shares on the day of the event causing the Shares to be held in the Charitable Trust and (2) the price per share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Shares held in the Charitable Trust.  The Charitable Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 7.3.3. Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary.  If, prior to the discovery by the Trust that Shares have been transferred to the Charitable Trustee, such Shares are sold by a Prohibited Owner, then (i) such Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 7.3.5, such excess shall be paid to the Charitable Trustee upon demand.  The Charitable Trustee shall have the right and power (but not the obligation) to offer any Shares held in trust for sale to the Trust on such terms and conditions as the Charitable Trustee shall deem appropriate.

Section 7.3.6  Purchase Right in Shares Transferred to the Charitable Trustee.  Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Trust, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Trust, or its designee, accepts such offer.  The Trust may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 7.3.3.  The Trust may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary. The Trust shall have the right to accept such offer until the Charitable Trustee has sold the Shares held in the Charitable Trust pursuant to Section 7.3.5.  Upon such a sale to the Trust, the interest of the Charitable Beneficiary in the Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and any dividends or other distributions held by the Charitable Trustee will be paid to the Charitable Beneficiary.

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Section 7.3.7  Designation of Charitable Beneficiaries.  By written notice to the Charitable Trustee, the Trust shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that Shares held in the Charitable Trust would not violate the restrictions set forth in Section 7.2.1(a) in the hands of such Charitable Beneficiary. Neither the failure of the Trust to make such designation nor the failure of the Trust to appoint the Trustee before the automatic transfer provided in Section 7.2.1(b) shall make such transfer ineffective, provided that the Trust thereafter makes such designation and appointment. The designation of a nonprofit organization as a Charitable Beneficiary shall not entitle such nonprofit organization to serve in such capacity and the Trust may, in its sole discretion, designate a different nonprofit organization as the Charitable Beneficiary at any time and for any or no reason.

Section 7.4  NYSE Transactions.  Nothing in this Article VII shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system.  The fact that the settlement of any transaction takes place shall not negate the effect of any other provision of this Article VII and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article VII.

Section 7.5  Enforcement.  The Trust is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article VII.

Section 7.6  Non-Waiver.  No delay or failure on the part of the Trust or the Board of Trustees in exercising any right hereunder shall operate as a waiver of any right of the Trust or the Board of Trustees, as the case may be, except to the extent specifically waived in writing.

ARTICLE VIII

SHAREHOLDERS

Section 8.1  Meetings.  There shall be an annual meeting of the Shareholders, to be held on proper notice at such time and location as shall be determined by or in the manner prescribed in the Bylaws, for the election of the Trustees and for the transaction of any other business as may properly come before meeting.  Failure to hold an annual meeting does not affect the validity of any act otherwise taken by or on behalf of the Trust or affect the legal existence of the Trust.  Except as otherwise provided in this Declaration of Trust, special meetings of Shareholders may be called in the manner provided in the Bylaws. If there are no Trustees, the officers of the Trust shall promptly call a special meeting of the Shareholders entitled to vote for the election of successor Trustees.  Any meeting may be adjourned and reconvened as the Trustees determine or as provided in the Bylaws.

Section 8.2  Voting Rights. 

(a)     Subject to the provisions of any class or series of Shares then outstanding or as otherwise required by law, the Shareholders shall be entitled to vote only on the following matters: (i) election of Trustees as provided in Section 5.2 and the removal of Trustees as provided in Section 5.3; (ii) amendment of this Declaration of Trust as provided in Article X; (iii) termination of the Trust as provided in Section 12.2; (iv) merger or consolidation of the

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Trust as provided in Article XI; (v) such other matters with respect to which the Board of Trustees has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Shareholders for approval or ratification; and (vi) such other matters as may be properly brought before a meeting by a Shareholder pursuant to the Bylaws.

(b)     Subject to the provisions of any class or series of Shares then outstanding or as otherwise required by law, each outstanding share entitled to vote, regardless of class, shall be entitled to one vote on each matter presented to Shareholders.

(c)     With the exception of the election and removal of Trustees in accordance with this Declaration of Trust and the Bylaws of the Trust, the amendment of the Bylaws in accordance with the terms thereof, and any matter as may be properly brought before a meeting by a Shareholder pursuant to the Bylaws and applicable laws, no action that would bind the Trust and the Trustees may be taken without the prior recommendation of the Trustees.  Except with respect to the foregoing matters, no action taken by the Shareholders at any meeting shall in any way bind the Board of Trustees.

Section 8.3  Preemptive and Appraisal Rights.

(a)     Except as may be provided by the Board of Trustees in setting the terms of classified or reclassified Shares pursuant to Section 6.4 or as may otherwise be provided by contract, no holder of Shares shall, as such holder, have any preemptive right to purchase or subscribe for any additional Shares of the Trust or any other security of the Trust which it may issue or sell.

(b)     Except as may be provided by the Board of Trustees in setting the terms of classified or reclassified Shares pursuant to Section 6.4 or as may otherwise be provided by contract, Shareholders of the Trust are not entitled to exercise the rights of objecting stockholders provided for under Title 3, Subtitle 2 or Title 3, Subtitle 7 of the MGCL or under Section 8-501.1(j) of the Maryland REIT Law, or any successor statute to any of the foregoing statutory provisions.

Section 8.4  Action by Shareholders without a Meeting.  The Bylaws may provide that any action required or permitted to be taken by the Shareholders may be taken without a meeting by the written consent of the Shareholders entitled to cast the minimum number of votes that would be necessary to approve the matter at a meeting at which all Shares entitled to vote thereon were present and voted, as required by statute, this Declaration of Trust or the Bylaws, as the case may be. 

ARTICLE IX

LIMITATION OF LIABILITY, INDEMNIFICATION OF DIRECTORS AND

OFFICERS

AND TRANSACTIONS WITH THE TRUST

Section 9.1  Limitation of Shareholder Liability.  No Shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Trust by reason of being a Shareholder, nor shall any Shareholder be subject to any personal liability

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whatsoever, in tort, contract or otherwise, to any person in connection with the property or the affairs of the Trust by reason of being a Shareholder.

Section 9.2  Limitation of Trustee and Officer Liability.  To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers of a Maryland REIT or directors and officers of a Maryland corporation, no present or former Trustee or officer of the Trust shall be liable to the Trust or to any Shareholder for money damages except to the extent that (a) the Trustee or officer actually received an improper benefit or profit in money, property or services, for the amount of the benefit or profit in money, property, or services actually received; or (b) a judgment or other final adjudication adverse to the Trustee or officer is entered in a proceeding based on a finding in the proceeding that the Trustee’s or officer’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Neither the amendment nor repeal of this Section 9.2, nor the adoption or amendment of any other provision of this Declaration of Trust or Bylaws inconsistent with this Section 9.2, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption. 

Section 9.3  Indemnification.

(a)           To the maximum extent permitted by Maryland law in effect from time to time, and in accordance with applicable provisions of the Bylaws and any indemnification agreement or resolution of the Board of Trustees in effect from time to time, the Trust shall indemnify, and pay or reimburse the reasonable expenses in advance of final disposition of a proceeding to, (i) any present or former Trustee or officer of the Trust against any claim or liability to which he or she may become subject by reason of service in such capacity and (ii) any individual who, while a Trustee or officer of the Trust and at the request of the Trust, serves or has served as a director, trustee, officer, partner, member or manager of another corporation, REIT, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity.  In addition, the Trust may, with the approval of the Board of Trustees, provide such indemnification and advancement of expenses to any individual who served a predecessor of the Trust in any of the capacities described in (i) or (ii) above and to any employee or agent of the Trust or a predecessor of the Trust.  Neither the amendment nor repeal of this Section 9.3, nor the adoption or amendment of any other provision of this Declaration of Trust or the Bylaws inconsistent with this Section 9.3, shall apply to or affect in any respect the applicability of this section with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

(b)           The Trust may, to the fullest extent permitted by law, purchase and maintain insurance on behalf of any person described in the preceding paragraph against any liability which may be asserted against such person.

(c)           The indemnification provided herein shall not be deemed to limit the right of the Trust to indemnify any other person for any such expenses to the fullest extent permitted by law, nor shall it be deemed exclusive of any other rights to which any person seeking indemnification from the Trust may be entitled under any agreement, vote of

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Shareholders or disinterested trustees, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 9.4  Transactions Between the Trust and Its Trustees, Officers, Employees and Agents.  Subject to any express restrictions in this Declaration of Trust and any restrictions adopted by the Trustees in the Bylaws or by resolution, the Trust may enter into any contract or transaction of any kind with any person, including any Trustee, officer, employee or agent of the Trust or any person affiliated with a Trustee, officer, employee or agent of the Trust, whether or not any of them has a financial interest in such transaction, provided, however, that in the case of any contract or transaction in which any Trustee, officer, employee or agent of the Trust (or any person affiliated with such person) has a material financial interest in such transaction, then: (a) the fact of the interest shall be disclosed or known to: (i) the Board of Trustees, and the Board of Trustees shall approve or ratify the contract or transaction by the affirmative vote of a majority of disinterested Trustees, even if the disinterested Trustees constitute less than a quorum, or (ii) the Shareholders entitled to vote, and the contract or transaction shall be authorized, approved or ratified by a majority of the votes cast by the Shareholders entitled to vote other than the votes of shares owned of record or beneficially by the interested party; or (b) the contract or transaction is fair and reasonable to the Trust.

Section 9.5  Express Exculpatory Clauses in Instruments.  The Board of Trustees may cause to be inserted in every written agreement, undertaking or obligation made or issued on behalf of the Trust, an appropriate provision to the effect that neither the Shareholders nor the Trustees, officers, employees or agents of the Trust shall be liable under any written instrument creating an obligation of the Trust, and all Persons shall look solely to the property of the Trust for the payment of any claim under or for the performance of that instrument.  The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Shareholder, Trustee, officer, employee or agent liable thereunder to any third party nor shall the Trustees or any officer, employee or agent of the Trust be liable to anyone for such omission.

ARTICLE X

AMENDMENTS

Section 10.1  General.  The Trust reserves the right from time to time to make any amendment to this Declaration of Trust, now or hereafter authorized by law, including, without limitation, any amendment altering the terms or contract rights, as expressly set forth in this Declaration of Trust, of any Shares.  All rights and powers conferred by this Declaration of Trust on Shareholders, Trustees and officers are granted subject to this reservation.  All references to the Declaration of Trust shall include all amendments thereto.

Section 10.2  By Trustees.  The Trustees may amend this Declaration of Trust from time to time, in the manner provided by the Maryland REIT Law, without any action by the Shareholders: (i) to qualify as a REIT under the Code or under the Maryland REIT Law, (ii) in any manner in which the charter of a Maryland corporation may be amended without shareholder approval, and (iii) as otherwise provided in this Declaration of Trust.

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Section 10.3  By Shareholders.  Except as otherwise provided in this Declaration of Trust, any amendment to this Declaration of Trust shall be valid only after the Board of Trustees has adopted a resolution setting forth the proposed amendment and declaring such amendment advisable, and such amendment has been approved by the affirmative vote of the Shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter.  Any amendment to Article VII, Section 12.2 or this sentence of this Declaration of Trust shall be valid only after the Board of Trustees has adopted a resolution setting forth the proposed amendment and declares such amendment advisable and such amendment has been approved by the affirmative vote of two-thirds of all the Shares of the Trust then outstanding and entitled to be cast on the matter.

ARTICLE XI

MERGER, CONSOLIDATION OR SALE OF TRUST PROPERTY

Subject to the provisions of any class or series of Shares at the time outstanding, the Trust may (a) merge the Trust with or into another entity or merge another entity into the Trust or (b) consolidate the Trust with one or more other entities into a new entity.  The Board of Trustees in proposing such action shall adopt a resolution that declares that the proposed transaction is advisable on substantially the terms and conditions set forth or referred to in the resolution, and direct that the proposed transaction be submitted for consideration by the Shareholders.  Except as otherwise provided by the Maryland REIT Law, the transaction must be approved by the affirmative vote of not less than a majority of all the votes entitled to be cast on the matter.

A vote of the Shareholders shall not be required for the merger into the Trust of any entity in which the Trust owns ninety percent (90%) or more of the entire equity interests in such entity, subject to the conditions and rights set forth in Section 8-501.1(c)(4) of the Maryland REIT Law. A vote of the Shareholders shall not be required for the merger of the Trust with or into an acquiring entity, subject to the conditions and rights set forth in Section 8-501.1(c)(5) of the Maryland REIT Law.

Subject to applicable law, a vote of the Shareholders shall not be required if the Trust is the successor in the merger, the merger does not reclassify or change the terms of any class or series of Shares that are outstanding immediately before the merger becomes effective or otherwise amend this Declaration of Trust and the number of Shares of each class or series outstanding immediately after the effective time of the merger does not increase by more than twenty percent (20%) of the number of Shares of the same class or series outstanding immediately before the merger becomes effective.

ARTICLE XII

DURATION AND TERMINATION OF TRUST

Section 12.1  Duration.  The Trust shall continue perpetually unless terminated pursuant to Section 12.2 or pursuant to any applicable provision of the Maryland REIT Law.

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Section 12.2  Termination.

(a)           Subject to the provisions of any class or series of Shares at the time outstanding, the Trust may be terminated at any time only upon adoption of a resolution by the Board of Trustees declaring that the termination of the Trust is advisable, submission of the matter by the Board of Trustees to the Shareholders for approval and the approval thereof by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter. Upon the termination of the Trust:

(i)            The Trust shall carry on no business except for the purpose of winding up its affairs.

(ii)           The Trustees shall proceed to wind up the affairs of the Trust and all of the powers of the Trustees under this Declaration of Trust shall continue, including the powers to fulfill or discharge the Trust’s contracts, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining property of the Trust to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities and do all other acts appropriate to liquidate its business.

(iii)          After paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and agreements as the Trustees deem necessary for the protection of the Trust, the Trust may distribute the remaining property of the Trust among the Shareholders so that after payment in full or the setting apart for payment of such preferential amounts, if any, to which the holders of any Shares at the time outstanding shall be entitled, the remaining property of the Trust shall, subject to any participating or similar rights of Shares at the time outstanding, be distributed ratably among the holders of Common Shares at the time outstanding.

(b)           After termination of the Trust, the liquidation of its business and the distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and file with the Trust’s records a document certifying that the Trust has been duly terminated, and the Trustees shall be discharged from all liabilities and duties hereunder, and the rights and interests of all Shareholders shall cease.

ARTICLE XIII

MISCELLANEOUS

Section 13.1  Governing Law.  This Declaration of Trust is executed by the undersigned and delivered in the State of Maryland with reference to the laws thereof, and the rights of all parties and the validity, construction and effect of every provision hereof shall be subject to and construed in accordance with the laws of the State of Maryland without regard to conflicts of laws provisions thereof.

Section 13.2  Reliance by Third Parties.  Any certificate shall be final and conclusive as to any person dealing with the Trust if executed by the Secretary or an Assistant Secretary of the Trust or a Trustee, and if certifying to: (a) the number or identity of Trustees, officers of the

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Trust or Shareholders; (b) the due authorization of the execution of any document; (c) the action or vote taken, and the existence of a quorum, at a meeting of the Board of Trustees or Shareholders; (d) a copy of this Declaration of Trust or of the Bylaws as a true and complete copy as then in force; (e) an amendment to this Declaration of Trust; (f) the termination of the Trust; or (g) the existence of any fact relating to the affairs of the Trust.  No purchaser, lender, transfer agent or other person shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trust on its behalf or by any officer, employee or agent of the Trust.

Section 13.3  Severability.

(a)           The provisions of this Declaration of Trust are severable, and if the Board of Trustees shall determine, with the advice of counsel, that any one or more of such provisions (the “Conflicting Provisions”) are in conflict with the Code, Maryland REIT Law or other applicable federal or state laws, the Conflicting Provisions, to the extent of the conflict, shall be deemed never to have constituted a part of this Declaration of Trust, even without any amendment of this Declaration of Trust pursuant to Article X and without affecting or impairing any of the remaining provisions of this Declaration of Trust or rendering invalid or improper any action taken or omitted prior to such determination.  No Trustee shall be liable for making or failing to make such a determination.  In the event of any such determination by the Board of Trustees, the Board shall amend this Declaration of Trust in the manner provided in Section 10.2.

(b)           If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 13.4  Construction.  In this Declaration of Trust, unless the context otherwise requires, words used in the singular or in the plural include both the plural and singular and words denoting any gender include all genders.  The title and headings of different parts are inserted for convenience and shall not affect the meaning, construction or effect of this Declaration of Trust.  In defining or interpreting the powers and duties of the Trust and its Trustees and officers, reference may be made by the Trustees or officers, to the extent appropriate and not inconsistent with the Code or the Maryland REIT Law, to Titles 1 through 3 of the Corporations and Associations Article of the Annotated Code of Maryland.  In furtherance and not in limitation of the foregoing, in accordance with the provisions of Title 3, Subtitles 6, 7, and 8, of the Corporations and Associations Article of the Annotated Code of Maryland, the Trust shall be included within the definition of “corporation” for purposes of such provisions.

Section 13.5  Recordation.  This Declaration of Trust and any articles of amendment hereto or articles supplementary hereto shall be filed for record with the SDAT and may also be filed or recorded in such other places as the Trustees deem appropriate, but failure to file for record this Declaration of Trust or any articles of amendment hereto in any office other than in the State of Maryland shall not affect or impair the validity or effectiveness of this Declaration of Trust or any amendment hereto.  A restated Declaration of Trust shall, upon filing, be conclusive

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evidence of all amendments contained therein and may thereafter be referred to in lieu of the original Declaration of Trust and the various articles of amendments thereto.

Section 13.6 Maryland Unsolicited Takeovers Act. The Trust is prohibited from electing to be subject to any provision of Title 3, Subtitle 8 of the MGCL, unless such election is first approved by the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of Trustees.

THIRD:    The amendment and restatement of this Declaration of Trust as hereinabove set forth has been duly advised by the Board of Trustees and approved by the Shareholders of the Trust as required by law.

FOURTH:    The current address of the principal office of the Trust in the State of Maryland is as set forth in Article IV of the foregoing amendment to and restatement of the Declaration of Trust.

FIFTH:    The name and address of the Trust’s current resident agent are as set forth in Article IV of the foregoing amendment to and restatement of the Declaration of Trust.

SIXTH:    The number of trustees of the Trust and the names of those currently in office are as set forth in Article V of the foregoing amendment to and restatement of the Declaration of Trust.

SEVENTH:    The total number of Shares which the Trust had authority to issue immediately prior to these articles of amendment and restatement of the Declaration of Trust was one thousand (1,000), consisting of one thousand (1,000) Common Shares, $0.001 par value per share. The aggregate par value of all Shares having par value was ten dollars ($1.00).

EIGHTH:    The total number of Shares which the Trust has authority to issue pursuant to these articles of amendment and restatement of the Declaration of Trust is               (               ), consisting of                 (               ) Common Shares, $0.01 par value per share, and                 (               ) Preferred Shares, $.01 par value per share. The aggregate par value of all authorized Shares having par value is                 ($               ).

NINTH:    The undersigned acknowledges these Articles of Amendment and Restatement of Declaration of Trust to be the act of the Trust and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his or her knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

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IN WITNESS WHEREOF, the Trust has caused these Articles of Amendment and Restatement of Declaration of Trust to be signed in its name and on its behalf by its President and attested to by its Chief Administrative Officer and Secretary on this                 day of                , 2023.

ATTEST:	NET LEASE OFFICE PROPERTIES
Name:	Name:
Title:	Title:

EX-3.4

Exhibit 3.4

NET LEASE OFFICE PROPERTIES

AMENDED AND RESTATED

BYLAWS

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of Net Lease Office Properties (the “Trust”) in the State of Maryland shall be located at such place as the Board of Trustees of the Trust (the “Board of Trustees”) may designate.

Section 2. ADDITIONAL OFFICES. The Trust may have additional offices, including a principal executive office, at such places as the Board of Trustees may from time to time determine or the business of the Trust may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

Section 1. PLACE. All meetings of shareholders shall be held at the principal executive office of the Trust or at such other place as shall be set in accordance with these Bylaws and stated in the notice of the meeting.

Section 2. ANNUAL MEETING. An annual meeting of shareholders for the election of trustees and the transaction of any business within the powers of the Trust shall be held on the date and at the time and place set by the Board of Trustees. If authorized by the Board of Trustees, and subject to applicable provisions of Maryland law and any guidelines and procedures that the Board of Trustees may adopt, shareholders not physically present in person or by proxy at a meeting of shareholders may, by electronic transmission by and to the Trust including by electronic video screen, participate in a meeting of shareholders, be deemed present in person or by proxy, and vote at a meeting of shareholders whether that meeting is to be held at a designated place or in whole or in part by means of electronic transmission by and to the Trust or by electronic video screen communication.

Section 3. SPECIAL MEETINGS.

(a) General. Each of the chairperson of the board, chief executive officer, and a majority of the Board of Trustees then in office may call a special meeting of shareholders. Except as provided in subsection (b)(4) of this Section 3, a special meeting of shareholders shall be held on the date and at the time and place set by the person or persons calling the meeting. Subject to subsection (b) of this Section 3, a special meeting of shareholders shall also be called by the secretary of the Trust to act on any matter that may properly be considered at a meeting of shareholders upon the written request of shareholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting.

(b) Shareholder-Requested Special Meetings.

(1) Any shareholder of record seeking to have shareholders request a special meeting shall, by sending written notice to the secretary (the “Record Date Request Notice”) by registered mail, return receipt requested, request the Board of Trustees to fix a record date to determine the shareholders entitled to request a special meeting (the “Request Record Date”). The Record Date Request Notice shall set forth the purpose of the meeting and the matters proposed to be acted on at it, shall be signed by one or more shareholders of record as of the date of signature (or their agents duly authorized in a writing accompanying the Record Date Request Notice), shall bear the date of signature of each such shareholder (or such agent) and shall set forth all information relating to each such shareholder and each matter proposed to be acted on at the meeting that would be required to be disclosed in connection with the solicitation of proxies for the election of trustees in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such a solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended, and the

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rules and regulations promulgated thereunder (the “Exchange Act”). Upon receiving the Record Date Request Notice, the Board of Trustees may fix a Request Record Date. The Request Record Date shall not precede and shall not be more than ten days after the close of business on the date on which the resolution fixing the Request Record Date is adopted by the Board of Trustees. If the Board of Trustees, within ten days after the date on which a valid Record Date Request Notice is received, fails to adopt a resolution fixing the Request Record Date, the Request Record Date shall be the close of business on the tenth day after the first date on which a Record Date Request Notice is received by the secretary.

(2) In order for any shareholder to request a special meeting to act on any matter that may properly be considered at a meeting of shareholders, one or more written requests for a special meeting (collectively, the “Special Meeting Request”) signed by shareholders of record (or their agents duly authorized in a writing accompanying the request) as of the Request Record Date entitled to cast not less than a majority of all of the votes entitled to be cast on such matter at such meeting (the “Special Meeting Percentage”) shall be delivered to the secretary. In addition, the Special Meeting Request shall (i) set forth the purpose of the meeting and the matters proposed to be acted on at it (which shall be limited to those lawful matters set forth in the Record Date Request Notice received by the secretary), (ii) bear the date of signature of each such shareholder (or such agent) signing the Special Meeting Request, (iii) set forth (A) the name and address, as they appear in the Trust’s books, of each shareholder signing such request (or on whose behalf the Special Meeting Request is signed), (B) the class, series and number of all shares of the Trust which are owned (beneficially or of record) by each such shareholder and (C) the nominee holder for, and number of, shares of the Trust owned beneficially but not of record by such shareholder, (iv) be sent to the secretary by registered mail, return receipt requested, and (v) be received by the secretary within 60 days after the Request Record Date. Any requesting shareholder (or agent duly authorized in a writing accompanying the revocation of the Special Meeting Request) may revoke his, her or its request for a special meeting at any time by written revocation delivered to the secretary.

(3) The secretary shall inform the requesting shareholders of the reasonably estimated cost of preparing and mailing or delivering the notice of the meeting (including the Trust’s proxy materials). The secretary shall not be required to call a special meeting upon shareholder request and such meeting shall not be held unless, in addition to the documents required by paragraph (2) of this Section 3(b), the secretary receives payment of such reasonably estimated cost prior to the preparation and mailing or delivery of such notice of the meeting.

(4) In the case of any special meeting called by the secretary upon the request of shareholders (a “Shareholder-Requested Meeting”), such meeting shall be held at such place, date and time as may be designated by the Board of Trustees; provided, however, that the date of any Shareholder-Requested Meeting shall be not more than 90 days after the record date for such meeting (the “Meeting Record Date”); and provided further that if the Board of Trustees fails to designate, within ten days after the date that a valid Special Meeting Request is actually received by the secretary (the “Delivery Date”), a date and time for a Shareholder-Requested Meeting, then such meeting shall be held at 2:00 p.m., local time, on the 90th day after the Meeting Record Date or, if such 90th day is not a business day on the first preceding business day; and provided further that in the event that the Board of Trustees fails to designate a place for a Shareholder-Requested Meeting within ten days after the Delivery Date, then such meeting shall be held at the principal executive office of the Trust. In fixing a date for a Shareholder-Requested Meeting, the Board of Trustees may consider such factors as it deems relevant, including, without limitation, the nature of the matters to be considered, the facts and circumstances surrounding any request for the meeting and any plan of the Board of Trustees to call an annual meeting or a special meeting. In the case of any Shareholder-Requested Meeting, if the Board of Trustees fails to fix a Meeting Record Date that is a date within 30 days after the Delivery Date, then the close of business on the 30th day after the Delivery Date shall be the Meeting Record Date. The Board of Trustees may revoke the notice for any Shareholder-Requested Meeting in the event that the requesting shareholders fail to comply with the provisions of paragraph (3) of this Section 3(b). Notwithstanding anything to the contrary in these Bylaws, the Board of Trustees may submit its own proposal or proposals for consideration at any such Shareholder-Requested Meeting.

(5) If written revocations of the Special Meeting Request have been delivered to the secretary and the result is that shareholders of record (or their agents duly authorized in writing), as of the Request Record Date, entitled to cast less than the Special Meeting Percentage have delivered, and not revoked, requests for a special meeting on the matter to the secretary: (i) if the notice of meeting has not already been delivered, the secretary shall refrain from delivering the notice of the meeting and send to all requesting shareholders who have not revoked such requests written notice of any revocation of a request for a special meeting on the matter, or (ii) if the notice of meeting has been delivered and if the secretary first sends to all requesting shareholders who have not revoked

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requests for a special meeting on the matter written notice of any revocation of a request for the special meeting and written notice of the Trust’s intention to revoke the notice of the meeting or for the chairperson of the meeting to adjourn the meeting without action on the matter, (A) the secretary may revoke the notice of the meeting at any time before ten days before the commencement of the meeting or (B) the chairperson of the meeting may call the meeting to order and adjourn the meeting without acting on the matter. Any request for a special meeting received after a revocation by the secretary of a notice of a meeting shall be considered a request for a new special meeting.

(6) The chairperson of the board, chief executive officer, president or Board of Trustees may appoint regionally or nationally recognized independent inspectors of elections to act as the agent of the Trust for the purpose of promptly performing a ministerial review of the validity of any purported Special Meeting Request received by the secretary. For the purpose of permitting the inspectors to perform such review, no such purported Special Meeting Request shall be deemed to have been received by the secretary until the earlier of (i) five business days after actual receipt by the secretary of such purported request and (ii) such date as the independent inspectors certify to the Trust that the valid requests received by the secretary represent, as of the Request Record Date, shareholders of record entitled to cast not less than the Special Meeting Percentage. Nothing contained in this paragraph (6) shall in any way be construed to suggest or imply that the Trust or any shareholder shall not be entitled to contest the validity of any request, whether during or after such five business day period, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

Section 4. NOTICE. Not less than ten nor more than 90 days before each meeting of shareholders, the secretary shall give to each shareholder entitled to vote at such meeting and to each shareholder not entitled to vote who is entitled to notice of the meeting notice in writing or by electronic transmission stating the time and place of the meeting and, in the case of a special meeting or as otherwise may be required by any statute, the purpose for which the meeting is called, by mail, by presenting it to such shareholder personally, by leaving it at the shareholder’s residence or usual place of business or by any other means permitted by Maryland law. If mailed, such notice shall be deemed to be given when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the Trust, with postage thereon prepaid. If transmitted electronically, such notice shall be deemed to be given when transmitted to the shareholder by an electronic transmission to any address or number of the shareholder at which the shareholder receives electronic transmissions. The Trust may give a single notice to all shareholders who share an address, which single notice shall be effective as to any shareholder at such address, unless such shareholder objects to receiving such single notice or revokes a prior consent to receiving such single notice. Failure to give notice of any meeting to one or more shareholders, or any irregularity in such notice, shall not affect the validity of any meeting fixed in accordance with this Article II or the validity of any proceedings at any such meeting.

Subject to Section 12(a) of this Article II, any business of the Trust may be transacted at an annual meeting of shareholders without being specifically designated in the notice, except such business as is required by any statute to be stated in such notice. No business shall be transacted at a special meeting of shareholders except as specifically designated in the notice. The Trust may postpone or cancel a meeting of shareholders by making a “public announcement” (as defined in Section 12(c)(3) of this Article II) of such postponement or cancellation prior to the meeting. Notice of the date, time and place to which the meeting is postponed shall be given not less than ten days prior to such date and otherwise in the manner set forth in this section.

Section 5. ORGANIZATION AND CONDUCT. Every meeting of shareholders shall be conducted by an individual appointed by the Board of Trustees to be chairperson of the meeting or, in the absence of such appointment or appointed individual, by the chairperson of the board or, in the case of a vacancy in the office or absence of the chairperson of the board, by one of the following officers present at the meeting in the following order: the vice chairperson of the board, if there is one, the chief executive officer, the president, the vice presidents in their order of rank and seniority, the secretary or, in the absence of such officers, a chairperson chosen by the shareholders by the vote of a majority of the votes cast by shareholders present in person or by proxy. The secretary or, in the secretary’s absence, an assistant secretary, or, in the absence of both the secretary and assistant secretaries, an individual appointed by the Board of Trustees or, in the absence of such appointment, an individual appointed by the chairperson of the meeting shall act as secretary. In the event that the secretary presides at a meeting of shareholders, an assistant secretary or, in the absence of all assistant secretaries, an individual appointed by the Board of Trustees or the chairperson of the meeting, shall record the minutes of the meeting. The order of business and all other matters of procedure at any meeting of shareholders shall be determined by the chairperson of the meeting. The chairperson of the meeting may prescribe such rules, regulations and procedures and take such action

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as, in the discretion of the chairperson and without any action by the shareholders, are appropriate for the proper conduct of the meeting, including, without limitation, (a) restricting admission to the time set for the commencement of the meeting; (b) limiting attendance at the meeting to shareholders of record of the Trust, their duly authorized proxies and such other individuals as the chairperson of the meeting may determine; (c) limiting participation at the meeting on any matter to shareholders of record of the Trust entitled to vote on such matter, their duly authorized proxies and other such individuals as the chairperson of the meeting may determine; (d) limiting the time allotted to questions or comments; (e) determining when and for how long the polls should be opened and when the polls should be closed; (f) maintaining order and security at the meeting or the health and safety of meeting participants and Company representatives; (g) removing any shareholder or any other individual who refuses to comply with meeting procedures, rules or guidelines as set forth by the chairperson of the meeting; (h) concluding a meeting or recessing or adjourning the meeting, whether or not a quorum is present, to a later date and time and at a place announced at the meeting; and (i) complying with any state and local laws and regulations concerning safety and security. Unless otherwise determined by the chairperson of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 6. QUORUM. At any meeting of shareholders, the presence in person or by proxy of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter shall constitute a quorum; but this section shall not affect any requirement under any statute or the Declaration of Trust of the Trust (the “Declaration of Trust”) for the vote necessary for the approval of any matter. If such quorum is not established at any meeting of the shareholders, the chairperson of the meeting may adjourn the meeting sine die or from time to time to a date not more than 120 days after the original record date without notice other than announcement at the meeting. At such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

The shareholders present either in person or by proxy, at a meeting which has been duly called and at which a quorum has been established, may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough shareholders to leave fewer than would be required to establish a quorum.

Section 7. VOTING. A nominee for election as a trustee shall be elected as a trustee only if such nominee receives the affirmative vote of a majority of the votes cast for and against such nominee at a meeting of shareholders duly called and at which a quorum is present. However, trustees shall be elected by a plurality of all votes cast at a meeting of shareholders duly called and at which a quorum is present for which (i) the secretary of the Trust receives notice that a shareholder intends to nominate an individual for election as a trustee in compliance with the requirements of advance notice of shareholder nominees for trustee set forth in Article II, Section 12 of these Bylaws, and (ii) such proposed nomination has not been withdrawn by such shareholder on or prior to the close of business on the tenth day preceding the date of filing of the definitive proxy statement of the Trust with the Securities and Exchange Commission for such meeting, and, as a result of which, the number of nominees is greater than the number of trustees to be elected at the meeting. Each share may be voted for as many individuals as there are trustees to be elected and for whose election the share is entitled to be voted. A majority of the votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to approve any other matter which may properly come before the meeting, unless more than a majority of the votes cast is required by statute or by the Declaration of Trust. If trustees are to be elected by a plurality of all votes cast at a meeting, shareholders shall not be permitted to vote against a nominee for election to the Board of Trustees. Unless otherwise provided by statute or by the Declaration of Trust, each outstanding share of beneficial interest, regardless of class, entitles the holder thereof to cast one vote on each matter submitted to a vote at a meeting of shareholders. Voting on any question or in any election may be viva voce unless the chairperson of the meeting shall order that voting be by ballot or otherwise.

Section 8. PROXIES. A holder of record of shares of beneficial interest of the Trust may cast votes in person or by proxy executed by the shareholder or by the shareholder’s duly authorized agent in any manner permitted by law. Such proxy or evidence of authorization of such proxy shall be filed with the secretary of the Trust before or at the meeting. No proxy shall be valid more than eleven months after its date unless otherwise provided in the proxy. Any shareholder directly or indirectly soliciting proxies from other shareholders must use a proxy card color other than white, which shall be reserved for exclusive use by the Board of Trustees.

Section 9. VOTING OF SHARES BY CERTAIN HOLDERS. Shares of beneficial interest of the Trust registered in the name of a corporation, limited liability company, partnership, joint venture, trust or other entity, if entitled to be voted, may be voted by the president or a vice president, managing member, manager, general

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partner or trustee thereof, as the case may be, or a proxy appointed by any of the foregoing individuals, unless some other person who has been appointed to vote such shares pursuant to a bylaw or a resolution of the governing body of such corporation or other entity or agreement of the partners of a partnership presents a certified copy of such bylaw, resolution or agreement, in which case such person may vote such shares. Any trustee or fiduciary, in such capacity, may vote shares of beneficial interest registered in such trustee’s or fiduciary’s name, either in person or by proxy.

Shares of beneficial interest of the Trust directly or indirectly owned by it shall not be voted at any meeting and shall not be counted in determining the total number of outstanding shares entitled to be voted at any given time, unless they are held by it in a fiduciary capacity, in which case they may be voted and shall be counted in determining the total number of outstanding shares at any given time.

The Board of Trustees may adopt by resolution a procedure by which a shareholder may certify in writing to the Trust that any shares of beneficial interest registered in the name of the shareholder are held for the account of a specified person other than the shareholder. The resolution shall set forth the class of shareholders who may make the certification, the purpose for which the certification may be made, the form of certification and the information to be contained in it; if the certification is with respect to a record date, the time after the record date within which the certification must be received by the Trust; and any other provisions with respect to the procedure which the Board of Trustees considers necessary or desirable. On receipt by the Trust of such certification, the person specified in the certification shall be regarded as, for the purposes set forth in the certification, the holder of record of the specified shares of beneficial interest in place of the shareholder who makes the certification.

Section 10. INSPECTORS. The Board of Trustees or the chairperson of the meeting may appoint, before or at the meeting, one or more inspectors for the meeting and any successor to the inspector. Except as otherwise provided by the chairperson of the meeting, the inspectors, if any, shall (i) determine the number of shares of beneficial interest represented at the meeting in person or by proxy and the validity and effect of proxies, (ii) receive and tabulate all votes, ballots or consents, (iii) report such tabulation to the chairperson of the meeting, (iv) hear and determine all challenges and questions arising in connection with the right to vote, and (v) do such acts as are proper to fairly conduct the election or vote. Each such report shall be in writing and signed by the inspector or by a majority of them if there is more than one inspector acting at such meeting. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be primafacie evidence thereof.

Section 11. REPORTS TO SHAREHOLDERS. The president or some other executive officer designated by the Board of Trustees shall prepare annually a full and correct statement of the affairs of the Trust, which shall include a balance sheet and a financial statement of operations for the preceding fiscal year. The statement of affairs shall be submitted at the annual meeting of the shareholders and, within 20 days after the annual meeting of shareholders, placed on file at the principal office of the Trust.

Section 12. ADVANCE NOTICE OF SHAREHOLDER NOMINEES FOR TRUSTEE AND OTHER SHAREHOLDER PROPOSALS.

(a) Annual Meetings of Shareholders. (1) Nominations of individuals for election to the Board of Trustees and the proposal of other business to be considered by the shareholders may be made at an annual meeting of shareholders (i) pursuant to the Trust’s notice of meeting, (ii) by or at the direction of the Board of Trustees or any duly authorized committee of the Board of Trustees, (iii) by any shareholder of the Trust present in person or by proxy who was a shareholder of record both at the time of giving of notice by the shareholder as provided for in this Section 12 and at the time of the annual meeting, who is entitled to vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with the procedures set forth in this Section 12 or (iv) pursuant to Section 13 of this Article II.

(2) For any nomination or other business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a)(1) of this Section 12, the shareholder must have given timely notice thereof in writing to the secretary of the Trust and any such other business must otherwise be a proper matter for action by the shareholders. To be timely, such shareholder’s notice shall set forth all information required under this Section 12 and shall be delivered to the secretary at the principal executive office of the Trust not earlier than the 150th day nor later than 5:00 p.m., Eastern Standard Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in Section 12(c)(3) of this Article II) for the preceding year’s annual

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meeting; provided, however, that, in connection with the Trust’s first annual meeting or in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, in order for notice by the shareholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Standard Time, on the later of the 120th day prior to the date of such annual meeting, as originally convened, or the tenth day following the day on which public announcement of the date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period or extend any time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may nominate for election to the Board of Trustees at the annual meeting shall not exceed the number of trustees to be elected at such annual meeting, and for the avoidance of doubt, no shareholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this section. To be timely for nominations made pursuant to Section 13 of this Article II, a Nomination Notice (as defined below) shall be delivered in accordance with the requirements of Section 13.

(3) Any shareholder’s notice given pursuant to paragraph (a)(2) of this Section 12 shall set forth:

(i) as to the shareholder giving the notice,

(A) that such shareholder is a holder of record of shares of the Company entitled to vote at the meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice or propose such other business proposal,

(B) that such shareholder or the beneficial owner, if any, intends or is part of a group which intends to solicit shareholders representing at least 67% of the voting power of shares entitled to vote in the election of directors and otherwise and comply with Rule 14a-19 promulgated under the Exchange Act in connection with such solicitation;

(ii) as to each individual whom the shareholder proposes to nominate for election or reelection as a trustee (each, a “Proposed Nominee”), all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act;

(iii) as to any other business that the shareholder proposes to bring before the meeting, a description of such business, the shareholder’s reasons for proposing such business at the meeting and any material interest in such business of such shareholder or any Shareholder Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the shareholder or the Shareholder Associated Person therefrom;

(iv) as to the shareholder giving the notice, any Proposed Nominee and any Shareholder Associated Person,

(A) the class, series and number of all shares of beneficial interest or other securities of the Trust or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such shareholder, Proposed Nominee or Shareholder Associated Person, the date on which each such Company Security was acquired and the investment intent of such acquisition, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such shares or other security) in any Company Securities of any such person,

(B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such shareholder, Proposed Nominee or Shareholder Associated Person,

(C) whether and the extent to which such shareholder, Proposed Nominee or Shareholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last six months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent of which is to (I) manage risk or benefit

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of changes in the price of Company Securities for such shareholder, Proposed Nominee or Shareholder Associated Person or (II) increase or decrease the voting power of such shareholder, Proposed Nominee or Shareholder Associated Person in the Trust or any affiliate thereof disproportionately to such person’s economic interest in the Company Securities,

(D) a description of any agreement, arrangement, or understanding with respect to such nomination or other business proposal on whose behalf the nomination or other business proposal is being made and any of their affiliates or associates, and a representation that the shareholder giving the notice will notify the Company in writing of any such agreement, arrangement, or understanding in effect as of the record date for the meeting within five business days after the record date for such meeting, and

(E) any substantial interest, direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Trust), by security holdings or otherwise, of such shareholder, Proposed Nominee or Shareholder Associated Person, in the Trust or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such shareholder, Proposed Nominee or Shareholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class or series;

(v) as to the shareholder giving the notice, any Shareholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 12(a) and any Proposed Nominee,

(A) the name and address of such shareholder, as they appear on the Trust’s share ledger, and the current name and business address, if different, of each such Shareholder Associated Person and any Proposed Nominee,

(B) the investment strategy or objective, if any, of such shareholder and each such Shareholder Associated Person who is not an individual and a copy of the prospectus, offering memorandum or similar document, if any, provided to investors or potential investors in such shareholder and each such Shareholder Associated Person, and

(C) whether any such shareholder or any Shareholder Associated Person has received any financial assistance, funding or other consideration from any other person in respect of the nomination or such other business;

(vi) the name and address of any person who contacted or was contacted by the shareholder giving the notice or any Shareholder Associated Person about the Proposed Nominee or other business proposal prior to the date of such shareholder’s notice; and

(vii) to the extent known by the shareholder giving the notice, the name and address of any other shareholder supporting the Proposed Nominee or the proposal of other business on the date of such shareholder’s notice.

(4) Any shareholder’s notice given pursuant to paragraph (a)(2) of this Section 12 shall, with respect to any Proposed Nominee, be accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (A) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than the Trust in connection with service or action as a trustee that has not been disclosed to the Trust, (B) consents to being named as a nominee in any proxy statement and any associated proxy card for the Trust’s next meeting of shareholders for the election of trustees and will serve as a trustee of the Trust if elected, and (C) will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and share ownership and trading policies and guidelines of the Trust; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be provided by the Trust, upon request, to the shareholder providing the notice and shall include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the Proposed Nominee as a trustee in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation in each case pursuant to Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities

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exchange on which any securities of the Trust are listed or over-the-counter market on which any securities of the Trust are traded).

(5) Notwithstanding anything in this subsection (a) of this Section 12 to the contrary, in the event that the number of trustees to be elected to the Board of Trustees is increased, effective after the time period for which nominations would otherwise be due under Section 12(a)(2) of this Article II, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 12(c)(3) of this Article II) for the preceding year’s annual meeting, a shareholder’s notice required by paragraph (a)(2) of this Section 12(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive office of the Trust not later than 5:00 p.m., Eastern Standard Time, on the tenth day following the day on which such public announcement is first made by the Trust.

(6) For purposes of this Section 12, “Shareholder Associated Person” of any shareholder shall mean (i) any person acting in concert with, such shareholder, (ii) any beneficial owner of shares of beneficial interest of the Trust owned of record or beneficially by such shareholder (other than a shareholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such shareholder or Shareholder Associated Person.

(b) Special Meetings of Shareholders. Only such business shall be conducted at a special meeting of shareholders as shall have been brought before the meeting pursuant to the Trust’s notice of meeting. Nominations of individuals for election to the Board of Trustees may be made at a special meeting of shareholders at which trustees are to be elected only (i) by or at the direction of the Board of Trustees or any duly authorized committee of the Board of Trustees or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing trustees, by any shareholder of the Trust who is a shareholder of record both at the time of giving of notice provided for in this Section 12 and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 12. In the event the Trust calls a special meeting of shareholders for the purpose of electing one or more individuals to the Board of Trustees, any shareholder may nominate an individual or individuals (as the case may be) for election as a trustee as specified in the Trust’s notice of meeting, if (i) the shareholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 12 is delivered to the secretary at the principal executive office of the Trust not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Standard Time, on the later of the 90th day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Trustees to be elected at such meeting, and (ii) the shareholder otherwise complies in all respects with the requirements of Section 14 of the Exchange Act, including, without limitation, the requirements of Rule 14a-19 (as such rule and regulation may be amended from time to time by the SEC) including any SEC staff interpretations related thereto). The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period or extend any time period for the giving of a shareholder’s notice as described above. The number of nominees a shareholder may nominate for election to the Board of Trustees at the special meeting shall not exceed the number of trustees to be elected at such special meeting, and for the avoidance of doubt, no shareholder shall be entitled to make additional or substitute nominations following the expiration of the time periods set forth in this Section 12(b).

(c) General. (1) If information submitted pursuant to this Section 12 or Section 13 of this Article II, as the case may be, by any shareholder proposing a nominee for election as a trustee or any proposal for other business at a meeting of shareholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 12 or Section 13 of this Article II, as the case may be. Any such shareholder shall notify the Trust of any inaccuracy or change in any such information or if its intention to comply with Rule 14a-19 of the Exchange Act has changed (in each case within two Business Days of becoming aware of such inaccuracy or change). A shareholder shall further update and supplement its notice of any nominee for election as a trustee or any proposal for other business to be brought before a meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 12 shall be true and correct (i) as of the record date for the meeting and (ii) as of the date that is ten Business Days prior to the meeting or any adjournment, recess or postponement thereof. Such update and supplement shall be delivered in writing to the Secretary at the principal executive office of the Trust not later than three Business Days after the later of the record date or the date notice of the record date is first publicly announced (in the case of the update and supplement required to be made as of the record date for the meeting) and not later than seven Business Days prior to the date

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for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the meeting), or any adjournment, recess or postponement thereof (in the case of the update and supplement required to be made as of ten Business Days prior to the meeting or any adjournment, recess or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 12(c)(1) or any other section of these Bylaws shall not limit the Trust’s rights with respect to any deficiencies in any shareholder’s notice, extend any applicable deadlines under these Bylaws or enable or be deemed to permit a shareholder who has previously submitted a shareholder’s notice under these Bylaws to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business and/or resolutions proposed to be brought before a meeting of shareholders. Upon written request by the secretary or the Board of Trustees, any such shareholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Trustees or any authorized officer of the Trust, to demonstrate the accuracy of any information submitted by the shareholder pursuant to this Section 12 or Section 13 of this Article II, as the case may be, and (B) a written update of any information (including, if requested by the Trust, written confirmation by such shareholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the shareholder pursuant to this Section 12 or Section 13 of this Article II, as the case may be, as of an earlier date. If a shareholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 12 or Section 13 of this Article II, as the case may be.

(2) Except as otherwise provided in any applicable rule or regulation promulgated under the Exchange Act, only such individuals who are nominated in accordance with this Section 12 or Section 13 of this Article II, shall be eligible for election by shareholders as trustees, and only such business shall be conducted at a meeting of shareholders as shall have been brought before the meeting in accordance with this Section 12 or Section 13 of this Article II, as the case may be. The chairperson of the meeting (and, in advance of any meeting of shareholders, the Board of Trustees) shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 12 or Section 13 of this Article II, and, if any nomination or other business proposed to be brought before the meeting was not made or proposed, as the case may be, in compliance with this Section 12, to declare that such defective nomination or proposal, and any proxies or votes solicited for such nomination or proposal, be disregarded, notwithstanding that such nomination or proposal is set forth in the notice of meeting or other proxy materials and notwithstanding that proxies in respect of such vote may have been received by the Trust.

(3) For purposes of this Section 12, “the date of the proxy statement” shall have the same meaning as “the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission from time to time. “Public announcement” shall mean disclosure (A) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or (B) in a document publicly filed by the Trust with the Securities and Exchange Commission pursuant to the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder.

(4)Notwithstanding the foregoing provisions of this Section 12, a shareholder shall also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 12. Nothing in this Section 12 shall be deemed to affect any right of a shareholder to request inclusion of a proposal in, or the right of the Trust to omit a proposal from, the Trust’s proxy statement pursuant to Rule 14a-8 (or any successor provision) under the Exchange Act. Nothing in this Section 12 shall require disclosure of revocable proxies received by the shareholder or Shareholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by such shareholder or Shareholder Associated Person under Section 14(a) of the Exchange Act.

(5) Upon request by the Company, if any shareholder provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such shareholder shall deliver to the Company, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. In addition, any such shareholder shall notify the Company within two (2) business days prior to the applicable meeting if such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act.

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(6) Without limiting the other provisions and requirements of this Section 12 or Section 13 of this Article II, unless otherwise required by law, if any shareholder (i) provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act and (ii) subsequently (A) notifies the Company that such shareholder no longer intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act or (B) fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, or (C) does not appear in person or by proxy at such annual or special meeting to present each nominee for election as a trustee, then the Company shall disregard any proxies or votes solicited for such shareholder’s nominees.

(7) For purposes of these Bylaws, “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close.

Section 13. SHAREHOLDER NOMINATIONS INCLUDED IN THE TRUST’S PROXY MATERIAL.

(a) Inclusion of Proxy Access Nominees in Proxy Statement. Subject to the provisions of this Section 13, if expressly requested in the relevant Nomination Notice (as defined below), the Trust shall include in its proxy statement for any annual meeting of shareholders: (1) the names of any person or persons nominated for election (each, a “Proxy Access Nominee”), which shall also be included on the Trust’s form of proxy and ballot, by any Eligible Holder (as defined below) or group of up to 20 Eligible Holders that has (individually and collectively, in the case of a group) satisfied, as determined by the Board of Trustees, all applicable conditions and complied with all applicable procedures set forth in this Section 13 (such Eligible Holder or group of Eligible Holders being a “Nominating Shareholder”); (2) disclosure about each Proxy Access Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement; (3) any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of each Proxy Access Nominee’s election to the Board of Trustees (subject, without limitation, to Section 13(e)(2)), if such statement does not exceed 500 words and fully complies with Section 14 of the Exchange Act and the rules and regulations thereunder, including Rule 14a-9 (the “Supporting Statement”); and (4) any other information that the Trust or the Board of Trustees determines, in their discretion, to include in the proxy statement relating to the nomination of each Proxy Access Nominee, including, without limitation, any statement in opposition to the nomination, any of the information provided pursuant to this Section 13 and any solicitation materials or related information with respect to a Proxy Access Nominee.

For purposes of this Section 13, any determination to be made by the Board of Trustees may be made by the Board of Trustees, a committee of the Board of Trustees or any officer of the Trust designated by the Board of Trustees or a committee of the Board of Trustees, and any such determination shall be final and binding on the Trust, any Eligible Holder, any Nominating Shareholder, any Proxy Access Nominee and any other person so long as made in good faith (without any further requirements). The chairperson of any annual meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether a Proxy Access Nominee has been nominated in accordance with the requirements of this Section 13 and, if not so nominated, shall direct and declare at the meeting that such Proxy Access Nominee shall not be considered.

(b) Maximum Number of Proxy Access Nominees. (1) The Trust shall not be required to include in the proxy statement for an annual meeting of shareholders more Proxy Access Nominees than that number of trustees constituting the greater of (i) two or (ii) 20% of the total number of trustees of the Trust on the last day on which a Nomination Notice may be submitted pursuant to this Section 13 (rounded down to the nearest whole number) (the “Maximum Number”). The Maximum Number for a particular annual meeting shall be reduced by: (i) Proxy Access Nominees who the Board of Trustees itself decides to nominate for election at such annual meeting; (ii) the number of individuals who will be included in the Trust’s proxy materials as nominees recommended by the Board of Trustees pursuant to an agreement, arrangement or other understanding with a shareholder or group of shareholders (other than any such agreement, arrangement or understanding entered into in connection with an acquisition of shares from the Trust by such shareholder or group of shareholders); (iii) Proxy Access Nominees who cease to satisfy, or Proxy Access Nominees of Nominating Shareholders that cease to satisfy, the eligibility requirements in this Section 13, as determined by the Board of Trustees; (iv) Proxy Access Nominees whose nomination is withdrawn by the Nominating Shareholder or who become unwilling to serve on the Board of Trustees; and (v) the number of incumbent trustees who had been Proxy Access Nominees with respect to any of the

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preceding two annual meetings of shareholders and whose reelection at the upcoming annual meeting is being recommended by the Board of Trustees. In the event that one or more vacancies for any reason occurs on the Board of Trustees after the deadline for submitting a Nomination Notice as set forth in Section 13(d) below but before the date of the annual meeting, and the Board of Trustees resolves to reduce the size of the board in connection therewith, the Maximum Number shall be calculated based on the number of trustees in office as so reduced.

(2) If the number of Proxy Access Nominees pursuant to this Section 13 for any annual meeting of shareholders exceeds the Maximum Number then, promptly upon notice from the Trust, each Nominating Shareholder will select one Proxy Access Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of the ownership position as disclosed in each Nominating Shareholder’s Nomination Notice, with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Proxy Access Nominee. If, after the deadline for submitting a Nomination Notice as set forth in Section 13(d), a Nominating Shareholder or a Proxy Access Nominee ceases to satisfy the eligibility requirements in this Section 13, as determined by the Board of Trustees, a Nominating Shareholder withdraws its nomination or a Proxy Access Nominee becomes unwilling to serve on the Board of Trustees, whether before or after the mailing or other distribution of the definitive proxy statement, then the nomination shall be disregarded, and the Trust: (i) shall not be required to include in its proxy statement or on any ballot or form of proxy the disregarded Proxy Access Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (ii) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that a Proxy Access Nominee will not be included as a nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting.

(c) Eligibility of Nominating Shareholder. (1) An “Eligible Holder” is a person who has either (i) been a record holder of the common shares used to satisfy the eligibility requirements in this Section 13(c) continuously for the three-year period specified in Subsection (2) below or (ii) provides to the Secretary of the Trust, within the time period referred to in Section 13(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Trustees determines would be deemed acceptable for purposes of a shareholder proposal under Rule 14a-8(b)(2) under the Exchange Act (or any successor rule).

(2) An Eligible Holder or group of up to 20 Eligible Holders may submit a nomination in accordance with this Section 13 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined below) of common shares of the Trust (excluding any common shares of any predecessor of the Trust) throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number through the date of the annual meeting. Two or more funds that are (i) under common management and investment control, (i) under common management and funded primarily by a single employer or (iii) a “group of investment companies,” as such term is defined in Section 12(d)(1)(G)(ii) of the Investment Company Act of 1940, as amended, shall be treated as one Eligible Holder if such Eligible Holder shall provide together with the Nomination Notice documentation reasonably satisfactory to the Trust that demonstrates that the funds meet the criteria set forth in (i), (ii) or (iii) hereof. For the avoidance of doubt, in the event of a nomination by a group of Eligible Holders, any and all requirements and obligations for an individual Eligible Holder that are set forth in this Section 13, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the ownership of the group in the aggregate. Should any shareholder cease to satisfy the eligibility requirements in this Section 13, as determined by the Board of Trustees, or withdraw from a group of Eligible Holders at any time prior to the annual meeting of shareholders, the group of Eligible Holders shall only be deemed to own the shares held by the remaining members of the group.

(3) The “Minimum Number” of the Trust’s common shares means 3% of the number of outstanding common shares as of the most recent date for which such amount is given in any filing by the Trust with the Securities and Exchange Commission prior to the submission of the Nomination Notice.

(4) For purposes of this Section 13, an Eligible Holder “owns” only those outstanding shares of the Trust as to which the Eligible Holder possesses both: (A) the full voting and investment rights pertaining to the shares; and (B) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (A) and (B) shall not include any shares: (i) purchased or sold by such Eligible Holder or any of its affiliates in any transaction that has not been settled or

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closed, (ii) sold short by such Eligible Holder, (iii) borrowed by such Eligible Holder or any of its affiliates for any purpose or purchased by such Eligible Holder or any of its affiliates pursuant to an agreement to resell or subject to any other obligation to resell to another person, or (iv) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such Eligible Holder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Trust, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (x) reducing in any manner, to any extent or at any time in the future, such Eligible Holder’s or any of its affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting, or altering to any degree, gain or loss arising from the full economic ownership of such shares by such Eligible Holder or any of its affiliates. An Eligible Holder “owns” shares held in the name of a nominee or other intermediary so long as the Eligible Holder retains the right to instruct how the shares are voted with respect to the election of trustees and possesses the full economic interest in the shares. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Holder. An Eligible Holder’s ownership of shares shall be deemed to continue during any period in which the Eligible Holder has loaned such shares provided that the Eligible Holder has the power to recall such loaned shares on five business days’ notice. The terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. Whether outstanding shares of the Trust are “owned” for these purposes shall be determined by the Board of Trustees.

(5) No Eligible Holder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Holder appears as a member of more than one group, it shall be deemed to be a member of the group that has the largest ownership position as reflected in the Nomination Notice.

(6) Any Eligible Holder (including each Eligible Holder whose stock ownership is counted for the purposes of qualifying as a group) whose Proxy Access Nominee withdraws, becomes ineligible or does not receive at least 10% of the votes cast for such Proxy Access Nominee at an annual meeting of shareholders will not be eligible to nominate or participate in the nomination of a Proxy Access Nominee pursuant to this Section 13 for the following two annual meetings of shareholders.

(d) Nomination Notice.

To nominate a Proxy Access Nominee, the Nominating Shareholder must, no earlier than 150 days and no later than 120 days before the anniversary of the date that the Trust mailed its proxy statement for the prior year’s annual meeting of shareholders, submit to the Secretary of the Trust at the principal executive office of the Trust all of the following information and documents (collectively, the “Nomination Notice”); provided, however, that in connection with the Trust’s first annual meeting or if (and only if) the annual meeting is not scheduled to be held within a period that commences 30 days before such anniversary date and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), the Nomination Notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such Other Meeting Date or the tenth day following the day on which public announcement of the date of such Other Meeting Date is first made: (i) a Schedule 14N (or any successor form) relating to each Proxy Access Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with Securities and Exchange Commission rules; (ii) a written notice, in a form deemed satisfactory by the Board of Trustees, of the nomination of each Proxy Access Nominee that includes the following additional information, agreements, representations and warranties by the Nominating Shareholder (including each group member): (A) the information required with respect to the nomination of trustees pursuant to Section 12 of this Article II; (B) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; (C) a representation and warranty that the Nominating Shareholder acquired the securities of the Trust in the ordinary course of business and did not acquire, and is not holding, securities of the Trust for the purpose or with the effect of influencing or changing control of the Trust; (D) a representation and warranty that each Proxy Access Nominee’s candidacy or, if elected, Board of Trustees membership would not violate applicable state or federal law or the rules of any stock exchange on which the Trust’s securities are traded; (E) a representation and warranty that each Proxy Access Nominee: (1) does not have any direct or indirect relationship with the Trust that would cause the Proxy Access Nominee to be considered not independent pursuant to the Trust’s Corporate Governance Guidelines as most recently published on its website and otherwise qualifies as independent under the rules of the primary stock exchange on which the common shares of beneficial interest of the

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Trust are traded; (2) meets the audit committee and compensation committee independence requirements under the rules of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (3) is a “non-employee trustee” for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (4) is an “outside trustee” for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); (5) meets the trustee qualifications set forth in Article III of these Bylaws; and (6) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of such Proxy Access Nominee; (F) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 13(c) and has provided evidence of ownership to the extent required by Section 13(c)(1); (G) a representation and warranty that the Nominating Shareholder intends to continue to satisfy the eligibility requirements described in Section 13(c) through the date of the annual meeting; (H) details of any position of a Proxy Access Nominee as an officer, director or trustee of any competitor (that is, any entity that provides services or engages in business activities that compete with or are alternatives to the services provided or business activities engaged in by the Trust or its affiliates) of the Trust, within the three years preceding the submission of the Nomination Notice; (I) a representation and warranty that the Nominating Shareholder will not engage in a “solicitation” within the meaning of Rule 14a-1(l) (without reference to the exception in Section 14a-1(l)(2)(iv)) (or any successor rules) with respect to the annual meeting, other than with respect to a Proxy Access Nominee or any nominee of the Board of Trustees; (J) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the Trust’s proxy card in soliciting shareholders in connection with the election of a Proxy Access Nominee at the annual meeting; (K) if desired, a Supporting Statement; and (L) in the case of a nomination by a group, the designation by all group members of one group member that is authorized to act on behalf of all group members with respect to matters relating to the nomination, including withdrawal of the nomination; (iii) an executed agreement, in a form deemed satisfactory by the Board of Trustees, pursuant to which the Nominating Shareholder (including each group member) agrees: (A) to comply with all applicable laws, rules and regulations in connection with the nomination, solicitation and election; (B) to file any written solicitation or other communication with the Trust’s shareholders relating to one or more of the Trust’s trustees or trustee nominees or any Proxy Access Nominee with the Securities and Exchange Commission, to the extent that such filing would be required if such communication were made by or on behalf of the Trust; (C) to assume all liability stemming from an action, suit or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or any of its Proxy Access Nominees with the Trust, its shareholders or any other person in connection with the nomination or election of trustees, including, without limitation, the Nomination Notice; (D) to indemnify and hold harmless (jointly with all other group members, in the case of a group member) the Trust and each of its trustees, officers and employees individually against any liability, loss, damages, expenses or other costs (including attorneys’ fees) incurred in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Trust or any of its trustees, officers or employees arising out of or relating to any nomination, solicitation or other activity by the Nominating Shareholder in connection with its efforts to elect its Proxy Access Nominees pursuant to this Section 13; and (E) in the event that any information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including with respect to any group member), with the Trust, its shareholders or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), or that the Nominating Shareholder (including any group member) has failed to continue to satisfy the eligibility requirements described in Section 13(c), to promptly (and in any event within 48 hours of discovering such misstatement, omission or failure) notify the Trust and any other recipient of such communication of (1) the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission or (2) such failure; and (iv) an executed agreement, in a form deemed satisfactory by the Board of Trustees, by each Proxy Access Nominee: (A) to consent to being named in the proxy statement as a nominee; (B) to provide to the Trust such other information and certifications, including completion of the Trust’s trustee questionnaire, as it may reasonably request; (C) at the reasonable request of the Trust’s Nominating and Corporate Governance Committee, to meet with the Nominating and Corporate Governance Committee to discuss matters relating to the nomination of such Proxy Access Nominee to the Board of Trustees, including the information provided by such Proxy Access Nominee to the Trust in connection with his or her nomination and such Proxy Access Nominee’s eligibility to serve as a member of the Board of Trustees; (D) that such Proxy Access Nominee agrees, if elected, to serve as a member of the Board of Trustees for the entire term until the next meeting at which such candidate would face re-election, and has read and agrees to adhere to the Trust’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, and any other Trust policies and guidelines applicable to trustees; and (E) that such Proxy Access Nominee is not and will not become a party to (1) any compensatory, payment or other financial agreement, arrangement or understanding with any person or entity in connection with his or her nomination, service or action as a trustee of the Trust that has not been disclosed to the Trust, (2) any agreement,

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arrangement or understanding with any person or entity as to how such Proxy Access Nominee would vote or act on any issue or question as a trustee (a “Voting Commitment”) that has not been disclosed to the Trust or (3) any Voting Commitment that could limit or interfere with such Proxy Access Nominee’s ability to comply, if elected as a trustee of the Trust, with its fiduciary duties under applicable law.

The information and documents required by this Section 13(d) to be provided by the Nominating Shareholder shall be: (i) provided with respect to and executed by each group member, in the case of information applicable to group members; and (ii) provided with respect to the persons specified in Instruction 1 to Items 6(c) and (d) of Schedule 14N (or any successor item) in the case of a Nominating Shareholder or group member that is an entity. The Nomination Notice shall be deemed submitted on the date on which all the information and documents referred to in this Section 13(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Secretary of the Trust.

(e) Exceptions. (1) Notwithstanding anything to the contrary contained in this Section 13, the Trust may omit from its proxy statement any Proxy Access Nominee and any information concerning such Proxy Access Nominee (including a Nominating Shareholder’s Supporting Statement) and no vote on such Proxy Access Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Trust), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of such Proxy Access Nominee, if: (i) the Trust receives a notice pursuant to Section 12 of this Article II that a shareholder intends to nominate a candidate for trustee at the annual meeting, whether or not such notice is subsequently withdrawn or made the subject of a settlement with the Trust; (ii) the Nominating Shareholder or the designated lead group member, as applicable, or any qualified representative thereof, does not appear at the meeting of shareholders to present the nomination submitted pursuant to this Section 13, the Nominating Shareholder withdraws its nomination or the chairperson of the annual meeting declares that such nomination was not made in accordance with the procedures prescribed by this Section 13 and shall therefore be disregarded; (iii) the Board of Trustees determines that such Proxy Access Nominee’s nomination or election to the Board of Trustees would result in the Trust violating or failing to be in compliance with the Declaration of Trust, these Bylaws or any applicable law, rule or regulation to which the Trust is subject, including any rules or regulations of the primary stock exchange on which the common shares of beneficial interest of the Trust are traded; (iv) such Proxy Access Nominee was nominated for election to the Board of Trustees pursuant to this Section 13 at one of the Trust’s two preceding annual meetings of shareholders and either withdrew or became ineligible or received a vote of less than 25% of the votes cast in favor of such Proxy Access Nominee; (v) such Proxy Access Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or (vi) the Trust is notified, or the Board of Trustees determines, that the Nominating Shareholder or the Proxy Access Nominee has failed to continue to satisfy the eligibility requirements described in Section 13(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statements made not misleading), such Proxy Access Nominee becomes unwilling or unable to serve on the Board of Trustees or any material violation or breach occurs of the obligations, agreements, representations or warranties of the Nominating Shareholder or such Proxy Access Nominee under this Section 13;

(2) Notwithstanding anything to the contrary contained in this Section 13, the Trust may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the Supporting Statement or any other statement in support of a Proxy Access Nominee included in the Nomination Notice, if the Board of Trustees determines that: (i) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading; (ii) such information directly or indirectly impugns the character, integrity or personal reputation of, or directly or indirectly makes charges concerning improper, illegal or immoral conduct or associations, without factual foundation, with respect to, any person; or (iii) the inclusion of such information in the proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule or regulation.

The Trust may solicit against, and include in the proxy statement its own statement relating to, any Proxy Access Nominee.

Section 14. CONTROL SHARE ACQUISITION ACT. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, Title 3, Subtitle 7 of the Maryland General Corporation Law, or any successor statute (the “MGCL”), shall not apply to any acquisition by any person of shares of beneficial interest of

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the Trust. This section may be repealed, in whole or in part, at any time, whether before or after an acquisition of control shares and, upon such repeal, may, to the extent provided by any successor bylaw, apply to any prior or subsequent control share acquisition.

Section 15. SHAREHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of shareholders may be taken without a meeting (a) if a unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed with the minutes of proceedings of the shareholders or (b) if the action is advised, and submitted to the shareholders for approval, by the Board of Trustees and a consent in writing or by electronic transmission of shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders is delivered to the Trust in accordance with Title 8 or the other applicable provisions of the Corporations and Associations Article of the Annotated Code of Maryland (collectively, the “MRL”). The Trust shall give notice of any action taken by less than unanimous consent to each shareholder not later than ten days after the effective time of such action.

ARTICLE III

TRUSTEES

Section 1. GENERAL POWERS. The business and affairs of the Trust shall be managed under the direction of its Board of Trustees.

Section 2. NUMBER, TENURE, QUALIFICATIONS AND RESIGNATION. At any regular meeting or at any special meeting called for that purpose, a majority of the entire Board of Trustees may establish, increase or decrease the number of trustees, provided that the number thereof shall never be less than the minimum number required by the MRL, nor more than 15, and further provided that the tenure of office of a trustee shall not be affected by any decrease in the number of trustees. In case of failure to elect trustees at the designated time, the trustees holding over shall continue to serve as trustees until their successors are elected and qualify. Any trustee of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the chairperson of the board or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation.

Section 3. ANNUAL AND REGULAR MEETINGS. An annual meeting of the Board of Trustees shall be held immediately after and at the same place as the annual meeting of shareholders, no notice other than this Bylaw being necessary. In the event such meeting is not so held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Trustees. The Board of Trustees may provide, by resolution, the time and place of regular meetings of the Board of Trustees without other notice than such resolution.

Section 4. SPECIAL MEETINGS. Special meetings of the Board of Trustees may be called by or at the request of the chairperson of the board, the chief executive officer, the president or a majority of the trustees then in office. The person or persons authorized to call special meetings of the Board of Trustees may fix the time and place of any special meeting of the Board of Trustees called by them. The Board of Trustees may provide, by resolution, the time and place for special meetings of the Board of Trustees without other notice than such resolution.

Section 5. NOTICE. Notice of any special meeting of the Board of Trustees shall be delivered personally or by telephone, electronic mail, facsimile transmission, courier or United States mail to each trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic mail or facsimile transmission shall be given at least 24 hours prior to the meeting. Notice by United States mail shall be given at least three days prior to the meeting. Notice by courier shall be given at least two days prior to the meeting. Telephone notice shall be deemed to be given when the trustee or his or her agent is personally given such notice in a telephone call to which the trustee or his or her agent is a party. Electronic mail notice shall be deemed to be given upon transmission of the message to the electronic mail address given to the Trust by the trustee. Facsimile transmission notice shall be deemed to be given upon completion of the transmission of the message to the number given to the Trust by the trustee and receipt of a completed answer-back indicating receipt. Notice by United States mail shall be deemed to be given when deposited in the United States mail properly addressed, with postage thereon prepaid.

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Notice by courier shall be deemed to be given when deposited with or delivered to a courier properly addressed. Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the Board of Trustees need be stated in the notice, unless specifically required by statute or these Bylaws.

Section 6. QUORUM. A majority of the trustees shall constitute a quorum for transaction of business at any meeting of the Board of Trustees, provided that, if less than a majority of such trustees is present at such meeting, a majority of the trustees present may adjourn the meeting from time to time without further notice, and provided further that if, pursuant to applicable law, the Declaration of Trust or these Bylaws, the vote of a majority or other percentage of a particular group of trustees is required for action, a quorum must also include a majority or such other percentage of such group.

The trustees present at a meeting which has been duly called and at which a quorum has been established may continue to transact business until adjournment, notwithstanding the withdrawal from the meeting of enough trustees to leave fewer than required to establish a quorum.

Section 7. VOTING. The action of a majority of the trustees present at a meeting at which a quorum is present shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws. If enough trustees have withdrawn from a meeting to leave fewer than required to establish a quorum, but the meeting is not adjourned, the action of the majority of that number of trustees necessary to constitute a quorum at such meeting shall be the action of the Board of Trustees, unless the concurrence of a greater proportion is required for such action by applicable law, the Declaration of Trust or these Bylaws.

Section 8. ORGANIZATION. At each meeting of the Board of Trustees, the chairperson of the board or, in the absence of the chairperson, the vice chairperson of the board, if any, shall act as chairperson of the meeting. In the absence of both the chairperson and vice chairperson of the board, the chief executive officer or, in the absence of the chief executive officer, the president or, in the absence of the president, a trustee chosen by a majority of the trustees present, shall act as chairperson of the meeting. The secretary or, in his or her absence, an assistant secretary of the Trust or, in the absence of the secretary and all assistant secretaries, an individual appointed by the chairperson of the meeting, shall act as secretary of the meeting.

Section 9. TELEPHONE MEETINGS. Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 10. CONSENT BY TRUSTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each trustee and is filed with the minutes of proceedings of the Board of Trustees.

Section 11. VACANCIES. If for any reason any or all the trustees cease to be trustees, such event shall not terminate the Trust or affect these Bylaws or the powers of the remaining trustees hereunder. Except as may be provided by the Board of Trustees in setting the terms of any class or series of preferred shares of beneficial interest, any vacancy on the Board of Trustees may be filled only by the affirmative vote of a majority of the remaining trustees, even if the remaining trustees do not constitute a quorum; provided, however, that a vacancy created by the removal of a trustee by Shareholders may also be filled by Shareholders in the manner set forth in Article II, Section 7. Any trustee elected to fill a vacancy shall serve for the remainder of the full term of the trusteeship in which the vacancy occurred and until a successor is elected and qualifies.

Section 12. COMPENSATION. Trustees shall not receive any stated salary for their services as trustees but, by resolution of the trustees, may receive compensation per year and/or per meeting and/or per visit to real property or other facilities owned or leased by the Trust and for any service or activity they performed or engaged in as trustees. Trustees may be reimbursed for expenses of attendance, if any, at each annual, regular or special meeting of the trustees or of any committee thereof and for their expenses, if any, in connection with each property visit and any other service or activity they perform or engage in as trustees; but nothing herein contained shall be construed to preclude any trustees from serving the Trust in any other capacity and receiving compensation therefor.

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Section 13. RELIANCE. Each trustee and officer of the Trust shall, in the performance of his or her duties with respect to the Trust, be entitled to rely on any information, opinion, report or statement, including any financial statement or other financial data, prepared or presented by an officer or employee of the Trust whom the trustee or officer reasonably believes to be reliable and competent in the matters presented, by a lawyer, certified public accountant or other person, as to a matter which the trustee or officer reasonably believes to be within the person’s professional or expert competence, or, with respect to a trustee, by a committee of the Board of Trustees on which the trustee does not serve, as to a matter within its designated authority, if the trustee reasonably believes the committee to merit confidence.

Section 14. RATIFICATION. The Board of Trustees or the shareholders may ratify and make binding on the Trust any action or inaction by the Trust or its officers to the extent that the Board of Trustees or the shareholders could have originally authorized the matter. Moreover, any action or inaction questioned in any shareholders’ derivative proceeding or any other proceeding on the ground of lack of authority, defective or irregular execution, adverse interest of a trustee, officer or shareholder, non-disclosure, miscomputation, the application of improper principles or practices of accounting or otherwise, may be ratified, before or after judgment, by the Board of Trustees or by the shareholders, and if so ratified, shall have the same force and effect as if the questioned action or inaction had been originally duly authorized, and such ratification shall be binding upon the Trust and its shareholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned action or inaction.

Section 15. INTERESTED TRUSTEE TRANSACTIONS. Section 2-419 of the MGCL shall be available for and apply to any contract or other transaction between the Trust and any of its trustees or between the Trust and any other trust, corporation, firm or other entity in which any of its trustees is a trustee or director or has a material financial interest.

Section 16. CERTAIN RIGHTS OF TRUSTEES AND OFFICERS. Any trustee or officer, in his or her personal capacity or in a capacity as an affiliate, employee or agent of any other person, or otherwise, may have business interests and engage in business activities similar to, in addition to or in competition with those of or relating to the Trust.

Section 17. EMERGENCY PROVISIONS. Notwithstanding any other provision in the Declaration of Trust or these Bylaws, this Section 17 shall apply during the existence of any catastrophe, or other similar emergency condition, as a result of which a quorum of the Board of Trustees under Article III of these Bylaws cannot readily be obtained (an “Emergency”).During any Emergency, unless otherwise provided by the Boardof Trustees, (i) a meeting of the Board of Trustees or a committee thereof may be called by any trustee or officer by any means feasible under the circumstances; (ii) notice of any meeting of the Board of Trustees during such an Emergency may be given less than 24 hours prior to the meeting to as many trustees and by such means as may be feasible at the time, including publication, television or radio; and (iii) the number of trustees necessary to constitute a quorum shall be one-third of the entire Board of Trustees.

ARTICLE IV

COMMITTEES

Section 1. NUMBER, TENURE AND QUALIFICATIONS. The Board of Trustees may appoint from among its members an Audit Committee, a Compensation Committee, a Nominating and Corporate Governance Committee and other committees, composed of one or more trustees, to serve at the pleasure of the Board of Trustees.

Section 2. POWERS. The Board of Trustees may delegate to committees appointed under Section 1 of this Article IV any of the powers of the Board of Trustees. Except as may be otherwise provided by the Board of Trustees, any committee may delegate some or all of its power and authority to one or more subcommittees, composed of one or more trustees, as the committee deems appropriate in its sole and absolute discretion.

Section 3. MEETINGS. Notice of committee meetings shall be given in the same manner as notice for special meetings of the Board of Trustees. A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting of the committee. The act of a majority of the committee members present at a meeting shall be the act of such committee. The Board of Trustees may designate a chairperson of any

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committee, and such chairperson or, in the absence of a chairperson, any two members of any committee (if there are at least two members of the committee) may fix the time and place of its meeting unless the Board of Trustees shall otherwise provide. In the absence of any member of any such committee, the members thereof present at any meeting, whether or not they constitute a quorum, may appoint another trustee to act in the place of such absent member, provided such appointed trustee meets the membership requirements of such committee.

Section 4. TELEPHONE MEETINGS. Members of a committee of the Board of Trustees may participate in a meeting by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means shall constitute presence in person at the meeting.

Section 5. CONSENT BY COMMITTEES WITHOUT A MEETING. Any action required or permitted to be taken at any meeting of a committee of the Board of Trustees may be taken without a meeting, if a consent in writing or by electronic transmission to such action is given by each member of the committee and is filed with the minutes of proceedings of such committee.

Section 6. VACANCIES. Subject to the provisions hereof, the Board of Trustees shall have the power at any time to change the membership of any committee, to fill any vacancy, to designate an alternate member to replace any absent or disqualified member or to dissolve any such committee.

ARTICLE V

OFFICERS

Section 1. GENERAL PROVISIONS. The officers of the Trust shall include a president, a secretary and a treasurer and may include a chairperson of the board, a vice chairperson of the board, a chief executive officer, one or more vice presidents, a chief operating officer, a chief financial officer, one or more assistant secretaries and one or more assistant treasurers. In addition, the Board of Trustees may from time to time elect such other officers with such powers and duties as it shall deem necessary or desirable. The officers of the Trust shall be elected annually by the Board of Trustees, except that the chief executive officer or president may from time to time appoint one or more vice presidents, assistant secretaries and assistant treasurers or other officers. Each officer shall serve until his or her successor is elected and qualifies or until his or her death, or his or her resignation or removal in the manner hereinafter provided. Any two or more offices except president and vice president may be held by the same person. Election of an officer or agent shall not of itself create contract rights between the Trust and such officer or agent.

Section 2. REMOVAL AND RESIGNATION. Any officer or agent of the Trust may be removed, with or without cause, by the Board of Trustees if in its judgment the best interests of the Trust would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any officer of the Trust may resign at any time by delivering his or her resignation to the Board of Trustees, the chairperson of the board, the chief executive officer, the president or the secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. The acceptance of a resignation shall not be necessary to make it effective unless otherwise stated in the resignation. Such resignation shall be without prejudice to the contract rights, if any, of the Trust.

Section 3. VACANCIES. A vacancy in any office may be filled by the Board of Trustees for the balance of the term.

Section 4. CHIEF EXECUTIVE OFFICER. The Board of Trustees may designate a chief executive officer. The chief executive officer shall have general responsibility for implementation of the policies of the Trust, as determined by the Board of Trustees, and for the management of the business and affairs of the Trust. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of chief executive officer and such other duties as may be prescribed by the Board of Trustees from time to time.

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Section 5. CHIEF OPERATING OFFICER. The Board of Trustees may designate a chief operating officer. The chief operating officer shall have the responsibilities and duties as determined by the Board of Trustees or the chief executive officer.

Section 6. CHIEF FINANCIAL OFFICER. The Board of Trustees may designate a chief financial officer. The chief financial officer shall have the responsibilities and duties as determined by the Board of Trustees or the chief executive officer.

Section 7. CHAIRPERSON OF THE BOARD. The Board of Trustees may designate from among its members a chairperson of the board, who shall not, solely by reason of these Bylaws, be an officer of the Trust. The Board of Trustees may designate the chairperson of the board as an executive or non-executive chairperson. The chairperson of the board shall preside over the meetings of the Board of Trustees. The chairperson of the board shall perform such other duties as may be assigned to him or her by these Bylaws or the Board of Trustees.

Section 8. PRESIDENT. In the absence of a chief executive officer, the president shall in general supervise and control all of the business and affairs of the Trust. In the absence of a designation of a chief operating officer by the Board of Trustees, the president shall be the chief operating officer. He or she may execute any deed, mortgage, bond, contract or other instrument, except in cases where the execution thereof shall be expressly delegated by the Board of Trustees or by these Bylaws to some other officer or agent of the Trust or shall be required by law to be otherwise executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Trustees from time to time.

Section 9. VICE PRESIDENTS. In the absence of the president or in the event of a vacancy in such office, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated at the time of their election or, in the absence of any designation, then in the order of their election) shall perform the duties of the president and when so acting shall have all the powers of and be subject to all the restrictions upon the president; and shall perform such other duties as from time to time may be assigned to such vice president by the chief executive officer, the president or the Board of Trustees. The Board of Trustees may designate one or more vice presidents as executive vice president, senior vice president, or vice president for particular areas of responsibility.

Section 10. SECRETARY. The secretary shall (a) keep the minutes of the proceedings of the shareholders, the Board of Trustees and committees of the Board of Trustees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the trust records and of the seal of the Trust; (d) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (e) have general charge of the share transfer books of the Trust; and (f) in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Trustees.

Section 11. TREASURER. The treasurer shall have the custody of the funds and securities of the Trust, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Trust, shall deposit all moneys and other valuable effects in the name and to the credit of the Trust in such depositories as may be designated by the Board of Trustees and in general perform such other duties as from time to time may be assigned to him or her by the chief executive officer, the president or the Board of Trustees. In the absence of a designation of a chief financial officer by the Board of Trustees, the treasurer shall be the chief financial officer of the Trust.

The treasurer shall disburse the funds of the Trust as may be ordered by the Board of Trustees, taking proper vouchers for such disbursements, and shall render to the president and Board of Trustees, at the regular meetings of the Board of Trustees or whenever it may so require, an account of all his or her transactions as treasurer and of the financial condition of the Trust.

Section 12. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or treasurer, respectively, or by the chief executive officer, the president or the Board of Trustees.

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Section 13. COMPENSATION. The compensation of the officers shall be fixed from time to time by or under the authority of the Board of Trustees and no officer shall be prevented from receiving such compensation by reason of the fact that he or she is also a trustee.

ARTICLE VI

CONTRACTS, CHECKS AND DEPOSITS

Section 1. CONTRACTS. The Board of Trustees may authorize any officer or agent to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Trust and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Trust when duly authorized or ratified by action of the Board of Trustees and executed by an authorized person.

Section 2. CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Trust shall be signed by such officer or agent of the Trust in such manner as shall from time to time be determined by the Board of Trustees.

Section 3. DEPOSITS. All funds of the Trust not otherwise employed shall be deposited or invested from time to time to the credit of the Trust as the Board of Trustees, the chief executive officer, the president, the chief financial officer, or any other officer designated by the Board of Trustees may determine.

ARTICLE VII

SHARES

Section 1. CERTIFICATES. Except as may be otherwise provided by the Board of Trustees, shareholders of the Trust are not entitled to certificates evidencing the shares of beneficial interest held by them. In the event that the Trust issues shares of beneficial interest evidenced by certificates, such certificates shall be in such form as prescribed by the Board of Trustees or a duly authorized officer, shall contain the statements and information required by the MRL and shall be signed by the officers of the Trust in any manner permitted by the MRL. In the event that the Trust issues shares of beneficial interest without certificates, to the extent then required by the MRL, the Trust shall provide to the record holders of such shares a written statement of the information required by the MRL to be included on share certificates. There shall be no differences in the rights and obligations of shareholders based on whether or not their shares are evidenced by certificates.

Section 2. TRANSFERS. All transfers of shares shall be made on the books of the Trust, by the holder of the shares, in person or by his or her attorney, in such manner as the Board of Trustees or any officer of the Trust may prescribe and, if such shares are certificated, upon surrender of certificates duly endorsed. The issuance of a new certificate upon the transfer of certificated shares is subject to the determination of the Board of Trustees that such shares shall no longer be evidenced by certificates. Upon the transfer of any uncertificated shares the Trust shall provide to the record holders of such shares, to the extent then required by the MRL, a written statement of the information required by the MRL to be included on share certificates.

The Trust shall be entitled to treat the holder of record of any share of beneficial interest as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the laws of the State of Maryland.

Notwithstanding the foregoing, transfers of shares of any class or series of beneficial interest will be subject in all respects to the Declaration of Trust and all of the terms and conditions contained therein.

Section 3. REPLACEMENT CERTIFICATE. Any officer of the Trust may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Trust alleged to have been lost, destroyed, stolen or mutilated, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, destroyed, stolen or mutilated; provided, however, if such shares have ceased to be certificated, no new certificate shall be issued unless requested in writing by such shareholder and the Board of Trustees has

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determined that such certificates may be issued. Unless otherwise determined by an officer of the Trust, the owner of such lost, destroyed, stolen or mutilated certificate or certificates, or his or her legal representative, shall be required, as a condition precedent to the issuance of a new certificate or certificates, to give the Trust a bond in such sums as it may direct as indemnity against any claim that may be made against the Trust.

Section 4. FIXING OF RECORD DATE. The Board of Trustees may set, in advance, a record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or determining shareholders entitled to receive payment of any dividend or the allotment of any other rights, or in order to make a determination of shareholders for any other proper purpose. Such date, in any case, shall not be prior to the close of business on the day the record date is fixed and shall be not more than 90 days and, in the case of a meeting of shareholders, not less than ten days, before the date on which the meeting or particular action requiring such determination of shareholders of record is to be held or taken.

When a record date for the determination of shareholders entitled to notice of and to vote at any meeting of shareholders has been set as provided in this section, such record date shall continue to apply to the meeting if adjourned or postponed, except if the meeting is adjourned or postponed to a date more than 120 days after the record date originally fixed for the meeting, in which case a new record date for such meeting shall be determined as set forth herein.

Section 5. SHARE LEDGER. The Trust shall maintain at its principal office or at the office of its counsel, accountants or transfer agent, an original or duplicate share ledger containing the name and address of each shareholder and the number of shares of each class held by such shareholder.

Section 6. FRACTIONAL SHARES; ISSUANCE OF UNITS. The Board of Trustees may authorize the Trust to issue fractional shares or authorize the issuance of scrip, all on such terms and under such conditions as it may determine. Notwithstanding any other provision of the Declaration of Trust or these Bylaws, the Board of Trustees may authorize the issuance of units consisting of different securities of the Trust. Any security issued in a unit shall have the same characteristics as any identical securities issued by the Trust, except that the Board of Trustees may provide that for a specified period securities of the Trust issued in such unit may be transferred on the books of the Trust only in such unit.

ARTICLE VIII

ACCOUNTING YEAR

The Board of Trustees shall have the power, from time to time, to fix the fiscal year of the Trust by a duly adopted resolution.

ARTICLE IX

DISTRIBUTIONS

Section 1. AUTHORIZATION. Dividends and other distributions upon the shares of beneficial interest of the Trust may be authorized by the Board of Trustees, subject to the provisions of law and the Declaration of Trust. Dividends and other distributions may be paid in cash, property or shares of beneficial interest of the Trust, subject to the provisions of law and the Declaration of Trust.

Section 2. CONTINGENCIES. Before payment of any dividends or other distributions, there may be set aside out of any assets of the Trust available for dividends or other distributions such sum or sums as the Board of Trustees may from time to time, in its absolute discretion, think proper as a reserve fund for contingencies, for equalizing dividends, for repairing or maintaining any property of the Trust or for such other purpose as the Board of Trustees shall determine, and the Board of Trustees may modify or abolish any such reserve.

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ARTICLE X

INVESTMENT POLICY

Subject to the provisions of the Declaration of Trust, the Board of Trustees may from time to time adopt, amend, revise or terminate any policy or policies with respect to investments by the Trust as it shall deem appropriate in its sole discretion.

ARTICLE XI

SEAL

Section 1. SEAL. The Board of Trustees may authorize the adoption of a seal by the Trust. The seal shall contain the name of the Trust and the year of its formation and the words “Formed Maryland.” The Board of Trustees may authorize one or more duplicate seals and provide for the custody thereof.

Section 2. AFFIXING SEAL. Whenever the Trust is permitted or required to affix its seal to a document, it shall be sufficient to meet the requirements of any law, rule or regulation relating to a seal to place the word “(SEAL)” adjacent to the signature of the person authorized to execute the document on behalf of the Trust.

ARTICLE XII

INDEMNIFICATION AND ADVANCE OF EXPENSES

To the maximum extent permitted by Maryland law in effect from time to time, the Trust shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former trustee or officer of the Trust and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (b) any individual who, while a trustee or officer of the Trust and at the request of the Trust, serves or has served as a director, trustee, officer, partner, member or manager of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity. The rights to indemnification and advance of expenses provided by the Declaration of Trust and these Bylaws shall vest immediately upon election of a trustee or officer. The Trust may, with the approval of its Board of Trustees, provide such indemnification and advance for expenses to an individual who served a predecessor of the Trust in any of the capacities described in (a) or (b) above and to any employee or agent of the Trust or a predecessor of the Trust. The indemnification and payment or reimbursement of expenses provided in these Bylaws shall not be deemed exclusive of or limit in any way other rights to which any person seeking indemnification or payment or reimbursement of expenses may be or may become entitled under any bylaw, resolution, insurance, agreement or otherwise.

Neither the amendment nor repeal of this Article XII, nor the adoption or amendment of any other provision of the Declaration of Trust or these Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding paragraph of this Article XII with respect to any act or failure to act that occurred prior to such amendment, repeal or adoption.

ARTICLE XIII

WAIVER OF NOTICE

Whenever any notice of a meeting is required to be given pursuant to the Declaration of Trust or these Bylaws or pursuant to applicable law, a waiver thereof in writing or by electronic transmission, given by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any meeting need be set forth in the waiver of notice of such meeting, unless specifically required by statute. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except where such person attends a meeting for the

22

express purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully called or convened.

ARTICLE XIV

EXCLUSIVE FORUM FOR CERTAIN LITIGATION

Unless the Trust consents in writing to the selection of an alternative forum, and to the fullest extent permitted by law, the Circuit Court for Baltimore City, Maryland, or, if that Court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought in the right or on behalf of the Trust, (b) any action asserting a claim of breach of any duty owed by any present or former trustee, officer, other employee, or agent of the Trust or to the shareholders of the Trust, (c) any action asserting a claim against the Trust or any present or former trustee, officer, other employee, or agent of the Trust arising pursuant to any provision of the MRL, the Declaration of Trust or these Bylaws, or (d) any action asserting a claim against the Trust or any present or former trustee or officer or other employee of the Trust that is governed by the internal affairs doctrine. In the event that any action or proceeding described in the this Article XIV is pending in the Circuit Court for Baltimore City, Maryland, any shareholder that is a party to such action, proceeding or claim shall cooperate in seeking to have the action or proceeding assigned to the Business & Technology Case Management Program.The provisions of this Article XIV do not apply to claims brought to enforce a duty or liability created by the Securities Act or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

ARTICLE XV

AMENDMENT OF BYLAWS

These Bylaws may be amended, altered or repealed, and new Bylaws adopted, by the Board of Trustees or by the affirmative vote of holders of shares of the Trust representing not less than a majority of all the votes outstanding and entitled to be cast on the matter.

ARTICLE XVI

MISCELLANEOUS

All references to the Declaration of Trust shall include all amendments and supplements thereto and any other documents filed with and accepted for record by the State Department of Assessments and Taxation related thereto.

ARTICLE XVII

SEVERABILITY

If any provision of these Bylaws shall be held invalid or unenforceable in any respect, such holding shall apply only to the extent of any such invalidity or unenforceability and shall not in any manner affect, impair or render invalid or unenforceable any other provision of these Bylaws in any jurisdiction.

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EX-10.1

Exhibit 10.1

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of ______________, 2023, by and among Net Lease Office Properties, a Maryland real estate investment trust (the “Company” or the “Indemnitor”), and ____________________ (the “Indemnitee”).

WHEREAS, the Indemnitee is an officer and/or a trustee of the Company and in such capacity is performing a valuable service for the Company;

WHEREAS, Maryland law permits the Company to enter into contracts with its officers or members of its Board of Trustees with respect to indemnification of, and advancement of expenses to, such persons;

WHEREAS, the Articles of Amendment and Restatement of the Declaration of Trust of the Company (the “Declaration of Trust”) provide that the Company shall indemnify and advance expenses to its trustees and officers to the maximum extent permitted by Maryland law in effect from time to time;

WHEREAS, the Amended and Restated Bylaws of the Company (the “Bylaws”) provide that each trustee and officer of the Company shall be indemnified by the Company to the maximum extent permitted by Maryland law in effect from time to time and shall be entitled to advancement of expenses consistent with Maryland law; and

WHEREAS, to induce the Indemnitee to provide services to the Company as an officer of the Company, and to provide the Indemnitee with specific contractual assurance that indemnification will be available to the Indemnitee regardless of, among other things, any amendment to or revocation of the Declaration of Trust or the Bylaws, or any acquisition transaction relating to the Company, the Indemnitor desires to provide the Indemnitee with protection against personal liability as set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Indemnitor and the Indemnitee hereby agree as follows:

1.DEFINITIONS

For purposes of this Agreement:

(A)“Change in Control” shall have the definition set forth in the Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan.

(B)“Corporate Status” describes the status of a person who is or was a trustee or officer of the Company or is or was serving at the request of the Company as a director, trustee, officer, partner (limited or general), member, employee or agent of any other foreign or domestic corporation, partnership, joint venture, limited liability company, trust, other enterprise (whether conducted for profit or not for

profit) or employee benefit plan. The Company shall be deemed to have requested the Indemnitee to serve an employee benefit plan where the performance of the Indemnitee’s duties to the Company also imposes or imposed duties on, or otherwise involves or involved services by, the Indemnitee to the plan or participants or beneficiaries of the plan.

(C)“Determination” means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee had met the applicable standard of conduct (a “Favorable Determination”) or (y) there is no reasonable basis for the conclusion that indemnification of the Indemnitee is proper in the circumstances (an “Adverse Determination”).

(D)“Disinterested Trustee” means a trustee who is not and was not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.

(E)“Expenses” shall include all attorneys’ and paralegals’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(F)“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation (including any formal or informal internal investigation to which the Indemnitee is made a party by reason of the Corporate Status of the Indemnitee), administrative hearing, or any other proceeding, including appeals therefrom, whether civil, criminal, administrative, or investigative, except one initiated by the Indemnitee pursuant to paragraph 8 of this Agreement to enforce such Indemnitee’s rights under this Agreement.

(G)“Special Legal Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

2.INDEMNIFICATION

The Indemnitee shall be entitled to the rights of indemnification provided in this paragraph 2 and under applicable law, the Declaration of Trust, the Bylaws, any other agreement, a vote of shareholders or resolution of the Board of Trustees or otherwise if, by reason of such Indemnitee’s Corporate Status, such Indemnitee is, or is threatened to be made, a party to any threatened, pending, or contemplated Proceeding, including a Proceeding by or in the right of the

Company. Unless prohibited by paragraph 13 hereof and subject to the other provisions of this Agreement, the Indemnitee shall be indemnified hereunder, to the maximum extent permitted by Maryland law in effect from time to time, against judgments, penalties, fines and settlements and reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with such Proceeding or any claim, issue or matter therein; provided, however, that if such Proceeding was initiated by or in the right of the Company, indemnification may not be made in respect of such Proceeding if the Indemnitee shall have been finally adjudged to be liable to the Company. For purposes of this paragraph 2, excise taxes assessed on the Indemnitee with respect to an employee benefit plan pursuant to applicable law shall be deemed fines.

3.INDEMNIFICATION FOR EXPENSES IN CERTAIN CIRCUMSTANCES

(A)Without limiting the effect of any other provision of this Agreement (including the Indemnitee’s rights to indemnification under paragraph 2 and advancement of expenses under paragraph 4), without regard to whether the Indemnitee is entitled to indemnification under paragraph 2 and without regard to the provisions of paragraph 6 hereof, to the extent that the Indemnitee is successful, on the merits or otherwise, in any Proceeding to which the Indemnitee is a party by reason of such Indemnitee’s Corporate Status, such Indemnitee shall be indemnified against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection therewith.

(B)If the Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Indemnitor shall indemnify the Indemnitee against all reasonable Expenses actually incurred by or on behalf of such Indemnitee in connection with each successfully resolved claim, issue or matter.

(C)For purposes of this paragraph 3 and without limitation, the termination of any claim, issue or matter in such Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

4.ADVANCEMENT OF EXPENSES

Notwithstanding anything in this Agreement to the contrary, but subject to paragraph 13 hereof, if the Indemnitee is or was or becomes a party to or is otherwise involved in any Proceeding (including as a witness), or is or was threatened to be made a party to or a participant (including as a witness) in any such Proceeding, by reason of the Indemnitee’s Corporate Status, or by reason of (or arising in part out of) any actual or alleged event or occurrence related to the Indemnitee’s Corporate Status, or by reason of any actual or alleged act or omission on the part of the Indemnitee taken or omitted in or relating to the Indemnitee’s Corporate Status, then the Indemnitor shall advance all reasonable Expenses incurred by the Indemnitee in connection with any such Proceeding within twenty (20) days after the receipt by the Indemnitor of a statement from the Indemnitee requesting such advance from time to time, whether prior to or after final disposition of such Proceeding; provided that, such statement shall reasonably evidence the Expenses incurred or to be incurred by the Indemnitee and shall include or be preceded or

accompanied by (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Indemnitor as authorized by this Agreement has been met and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amounts advanced if it should ultimately be determined that the standard of conduct has not been met. The undertaking required by clause (ii) of the immediately preceding sentence shall be an unlimited general obligation of the Indemnitee but need not be secured and may be accepted without reference to financial ability to make the repayment.

5.WITNESS EXPENSES

Notwithstanding any other provision of this Agreement, to the extent that the Indemnitee is, by reason of such Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) for any reason in any Proceeding to which such Indemnitee is not a named defendant or respondent, the Indemnitor shall advance all Expenses actually incurred by or on behalf of such Indemnitee, on an as-incurred basis in accordance with paragraph 4 of this Agreement, in connection therewith and indemnify the Indemnitee therefor.

6.DETERMINATION OF ENTITLEMENT TO AND AUTHORIZATION OF INDEMNIFICATION

(A)To obtain indemnification under this Agreement, the Indemnitee shall submit to the Indemnitor a written request, including therewith such documentation and information reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification.

(B)Indemnification under this Agreement may not be made unless authorized for a specific Proceeding after a Determination has been made in accordance with this paragraph 6(B) that indemnification of the Indemnitee is permissible in the circumstances because the Indemnitee has met the following standard of conduct: the Indemnitor shall indemnify the Indemnitee in accordance with the provisions of paragraph 2 hereof, unlessit is established that: (a) the act or omission of the Indemnitee was material to the matter giving rise to the Proceeding and (x) was committed in bad faith or (y) was the result of active and deliberate dishonesty; (b) the Indemnitee actually received an improper personal benefit in money, property or services; or (c) in the case of any criminal proceeding, the Indemnitee had reasonable cause to believe that the act or omission was unlawful. Upon receipt by the Indemnitor of the Indemnitee’s written request for indemnification pursuant to paragraph 6(A), a Determination shall be made within the period specified in paragraph 6(E): (i) if a Change in Control shall have occurred, by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to the Indemnitee, with Special Legal Counsel selected by the Indemnitee (the Indemnitee shall give prompt written notice to the Indemnitor advising the Indemnitor of the identity of the Special Legal Counsel so selected); or (ii) if a Change in Control shall not have occurred, (A) by the Board of Trustees by a majority vote of a quorum consisting of Disinterested Trustees, or, if such quorum cannot be obtained, then by a majority vote of a

committee of the Board of Trustees consisting solely of two or more Disinterested Trustees and who were duly designated to act in the matter by a majority vote of the full Board of Trustees in which the designated trustees who are parties to the Proceeding may participate, (B) if the requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee cannot be established (or, even if such quorum is obtainable or such committee can be established, if such quorum or committee so directs), by Special Legal Counsel in a written opinion to the Board of Trustees, a copy of which shall be delivered to Indemnitee, with Special Legal Counsel selected by the Board of Trustees or a committee of the Board of Trustees by vote as set forth in clause (ii)(A) of this paragraph 6(B) (or, if the requisite quorum of the full Board of Trustees cannot be obtained therefor and the committee cannot be established, by a majority of the full Board of Trustees in which trustees who are parties to the Proceeding may participate) (if the Indemnitor selects Special Legal Counsel to make the Determination under this clause (ii), the Indemnitor shall give prompt written notice to the Indemnitee advising him or her of the identity of the Special Legal Counsel so selected) or (C) if so directed by a majority of the members of the Board of Trustees, by the shareholders of the Company. If a Favorable Determination shall have been made, payment to the Indemnitee shall be made within fifteen (15) business days after such Favorable Determination. Authorization of indemnification and determination as to reasonableness of Expenses shall be made in the same manner as the Determination. However, if the Determination is made by Special Legal Counsel under clause (ii)(B) above, authorization of indemnification and determination as to reasonableness of Expenses shall be made in the manner specified under clause (ii)(B) above for the selection of such Special Legal Counsel.

(C)    The Indemnitee shall cooperate with the person or entity making such Determination, including providing upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such Determination. Any reasonable costs or expenses (including reasonable attorneys’ fees and disbursements) incurred by the Indemnitee in so cooperating shall be borne by the Indemnitor (irrespective of the Determination) and the Indemnitor hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

(D)In the event the Determination is to be made by Special Legal Counsel pursuant to paragraph 6(B) hereof, the Indemnitee, or the Indemnitor, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Indemnitor or to the Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the grounds that the Special Legal Counsel so selected does not meet the requirements of “Special Legal Counsel” as defined in paragraph 1 of this Agreement. If such written objection is made, the Special Legal Counsel so selected may not serve as

Special Legal Counsel until a court has determined that such objection is without merit. If, within twenty (20) days after submission by the Indemnitee of a written request for indemnification pursuant to paragraph 6(A) hereof, no Special Legal Counsel shall have been selected or, if selected, shall have been objected to, either the Indemnitor or the Indemnitee may petition a court for resolution of any objection which shall have been made by the Indemnitor or the Indemnitee to the other’s selection of Special Legal Counsel and/or for the appointment as Special Legal Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Special Legal Counsel under paragraph 6(B) hereof. The Indemnitor shall pay all reasonable fees and expenses of Special Legal Counsel incurred in connection with acting pursuant to paragraph 6(B) hereof, and all reasonable fees and expenses incident to the selection of such Special Legal Counsel pursuant to this paragraph 6(D). In the event that a Determination is to be made by Special Legal Counsel and such Determination shall not have been made and delivered in a written opinion within ninety (90) days after the receipt by the Indemnitor of the Indemnitee’s request in accordance with paragraph 6(A), upon the due commencement of any judicial proceeding in accordance with paragraph 8(A) of this Agreement, Special Legal Counsel shall be discharged and relieved of any further responsibility in such capacity.

(E)If the person or entity making the Determination shall not have made a Determination within forty-five (45) days after receipt by the Indemnitor of the request therefor, the Determination shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. Such 45-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days, if the person or entity making said Determination in good faith requires additional time for the obtaining or evaluating of documentation and/or information relating thereto. The foregoing provisions of this paragraph 6(E) shall not apply: (i) if the Determination is to be made by the shareholders and if within fifteen (15) days after receipt by the Indemnitor of the request for such Determination the Board of Trustees resolves to submit such Determination to the shareholders for consideration at an annual or special meeting thereof to be held within seventy-five (75) days after such receipt and such Determination is made at such meeting, or (ii) if the Determination is to be made by Special Legal Counsel pursuant to paragraph 6(B) of this Agreement.

7.PRESUMPTIONS

(A)In making a Determination, the person or entity making such Determination shall presume that the Indemnitee is entitled to indemnification under this Agreement and the Indemnitor shall have the burden of proof to overcome such presumption.

(B)The termination of any Proceeding by conviction, or upon a plea of nolo contendere or its equivalent, or an entry of an order of probation prior to judgment, creates a rebuttable presumption that the Indemnitee did not meet the requisite standard of conduct described herein for indemnification.

8.REMEDIES

(A)In the event that: (i) an Adverse Determination is made, or (ii) advancement of reasonable Expenses is not timely made pursuant to this Agreement, or (iii) payment of indemnification due the Indemnitee under this Agreement is not timely made, the Indemnitee shall be entitled to an adjudication in an appropriate court of competent jurisdiction of such Indemnitee’s entitlement to such indemnification or advancement of Expenses.

(B)In the event that an Adverse Determination shall have been made pursuant to paragraph 6(B) of this Agreement, any judicial proceeding commenced pursuant to this paragraph 8 shall be conducted in all respects as a de novo trial on the merits. The fact that an Adverse Determination has been made earlier pursuant to paragraph 6 of this Agreement that the Indemnitee was not entitled to indemnification shall not be taken into account in any judicial proceeding commenced pursuant to this paragraph 8 and (i) the Indemnitee shall not be prejudiced in any way by reason of that Adverse Determination and (ii) the Indemnitor shall have the burden of proving that the Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(C)If a Favorable Determination shall have been made or deemed to have been made pursuant to this Agreement, the Indemnitor shall be bound by such Determination in any judicial proceeding commenced pursuant to this paragraph 8, absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(D)The Indemnitor shall be precluded from asserting in any judicial proceeding commenced pursuant to this paragraph 8 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Indemnitor is bound by all the provisions of this Agreement.

(E)In the event that the Indemnitee, pursuant to this paragraph 8, seeks a judicial adjudication of such Indemnitee’s rights under, or to recover damages for breach of, this Agreement, if successful on the merits or otherwise as to all or less than all claims, issues or matters in such judicial adjudication, the Indemnitee shall be entitled to recover from the Indemnitor, and shall be indemnified by the Indemnitor against, any and all reasonable Expenses actually incurred by such Indemnitee in connection with each successfully resolved claim, issue or matter.

(F)Notwithstanding anything in this Agreement to the contrary, no Determination as to entitlement of the Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

9.NOTIFICATION AND DEFENSE OF CLAIMS

The Indemnitee agrees promptly to notify the Indemnitor in writing upon being served with any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder, but the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability that the Indemnitor may have to Indemnitee under this Agreement unless the Indemnitor can establish that such omission to notify resulted in actual and material prejudice to it which cannot be reversed or otherwise eliminated without any material adverse effect on the Indemnitor. With respect to any such Proceeding as to which Indemnitee notifies the Indemnitor of the commencement thereof:

(A)The Indemnitor will be entitled to participate therein at its own expense.

(B)Except as otherwise provided below, the Indemnitor will be entitled to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Indemnitor to Indemnitee of the Indemnitor’s election to assume the defense thereof, the Indemnitor will not be liable to Indemnitee under this Agreement for any legal or other expenses subsequently incurred by Indemnitee in connection with the defense thereof other than reasonable costs of investigation or as otherwise provided below. The Indemnitee shall have the right to employ Indemnitee’s own counsel in such Proceeding, but the fees and disbursements of such counsel incurred after notice from the Indemnitor of the Indemnitor’s assumption of the defense thereof shall be at the expense of Indemnitee unless (a) the employment of counsel by the Indemnitee has been authorized by the Indemnitor, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, (c) such Proceeding seeks penalties or other relief against the Indemnitee with respect to which the Indemnitor could not provide monetary indemnification to the Indemnitee (such as injunctive relief or incarceration) or (d) the Indemnitor shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and disbursements of counsel shall be at the expense of the Indemnitor. The Indemnitor shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Indemnitor, or as to which the Indemnitee shall have reached the conclusion specified in clause (b) above, or which involves penalties or other relief against the Indemnitee of the type referred to in clause (c) above.

(C)The Indemnitor shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Indemnitor’s written consent. The Indemnitor shall not settle any action or claim in any manner that would impose any penalty or limitation on the

Indemnitee without the Indemnitee’s written consent. Neither the Indemnitor nor Indemnitee will unreasonably withhold or delay consent to any proposed settlement.

10.NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE SUBROGATION

(A)The rights of indemnification and to receive advancement of reasonable Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may at any time be entitled under applicable law, the Declaration of Trust, the Bylaws, any other agreement, a vote of shareholders, a resolution of the Board of Trustees or otherwise, except that any payments otherwise required to be made by the Indemnitor hereunder shall be offset by any and all amounts received by the Indemnitee from any other indemnitor or under one or more liability insurance policies maintained by an indemnitor or otherwise and shall not be duplicative of any other payments received by an Indemnitee from the Indemnitor in respect of the matter giving rise to the indemnity hereunder; provided, however, that if indemnification rights are provided by an Additional Indemnitor as defined in paragraph 18(B) hereof, such paragraph shall govern. No amendment, alteration or repeal of this Agreement or any provision hereof shall be effective as to the Indemnitee with respect to any action taken or omitted by the Indemnitee prior to such amendment, alteration or repeal.

(B)To the extent that the Company maintains an insurance policy or policies providing liability insurance for trustees and officers of the Company, the Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available and upon any Change in Control the Company shall use commercially reasonable efforts to obtain or arrange for continuation and/or “tail” coverage for the Indemnitee to the maximum extent obtainable at such time.

(C)Except as otherwise provided in paragraph 18(B) hereof, in the event of any payment under this Agreement, the Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all actions necessary to secure such rights, including execution of such documents as are necessary to enable the Indemnitor to bring suit to enforce such rights.

(D)Except as otherwise provided in paragraph 18(B) hereof, the Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise.

11.CONTINUATION OF INDEMNITY

(A)All agreements and obligations of the Indemnitor contained herein shall continue during the period the Indemnitee is an officer or a member of the Board of Trustees of the Company and shall continue thereafter so long as the Indemnitee shall be subject to any threatened, pending or completed Proceeding by reason of such Indemnitee’s Corporate Status and during the period of statute of limitations for any act or omission occurring during the Indemnitee’s term of Corporate Status. This Agreement shall be binding upon the Indemnitor and its respective successors and assigns and shall inure to the benefit of the Indemnitee and such Indemnitee’s heirs, executors and administrators.

(B)The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

12.SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provisions held invalid, illegal or unenforceable.

13.EXCEPTIONS TO RIGHT OF INDEMNIFICATION OR ADVANCEMENT OF EXPENSES

Notwithstanding any other provisions of this Agreement, the Indemnitee shall not be entitled to indemnification or advancement of reasonable Expenses under this Agreement with respect to (i) any Proceeding initiated by such Indemnitee against the Indemnitor other than a proceeding commenced pursuant to paragraph 8 hereof, or (ii) any Proceeding for an accounting of profits arising from the purchase and sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, rules and regulations promulgated thereunder, or any similar provisions of any federal, state or local statute.

14.NOTICE TO THE COMPANY SHAREHOLDERS

Any indemnification of, or advancement of reasonable Expenses, to an Indemnitee in accordance with this Agreement, if arising out of a Proceeding by or in the right of the Company, shall be reported in writing to the shareholders of the Company with the notice of the next Company shareholders’ meeting or prior to the meeting.

15.HEADINGS

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

16.MODIFICATION AND WAIVER

No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

17.NOTICES

All notices, requests, demands, and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand or by a nationally recognized overnight delivery service and received by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, if so delivered or mailed, as the case may be, to the following addresses:

If to the Indemnitee, to the address set forth in the records of the Company.

If to the Indemnitor, to:

Net Lease Office Properties

One Manhattan West

395 9th Avenue, 58th Floor

New York, New York 10001

Attention: Chief Executive Officer

or to such other address as may have been furnished to the Indemnitee by the Indemnitor or to the Indemnitor by the Indemnitee, as the case may be.

18.CONTRIBUTION

(A)To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, penalties, fines and

settlements and reasonable expenses actually incurred by or on behalf of an Indemnitee, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its trustees, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

(B)The Company acknowledges and agrees that as between the Company and any other entity that has provided indemnification rights in respect of Indemnitee’s service as a trustee of the Company at the request of such entity (an “Additional Indemnitor”), the Company shall be primarily liable to Indemnitee as set forth in this Agreement for any indemnification claim (including, without limitation, any claim for advancement of Expenses) by Indemnitee in respect of any Proceeding for which Indemnitee is entitled to indemnification hereunder. In the event the Additional Indemnitor is liable to any extent to Indemnitee by virtue of indemnification rights provided by the Additional Indemnitor to Indemnitee in respect of Indemnitee’s service on the Board at the request of the Additional Indemnitor and Indemnitee is also entitled to indemnification under this Agreement (including, without limitation, for advancement of Expenses) as a result of any Proceeding, the Company shall pay, in the first instance, the entire amount of any indemnification claim (including, without limitation, any claim for advancement of Expenses) brought by the Indemnitee against the Company under this Agreement (including, without limitation, any claim for advancement of Expenses) without requiring the Additional Indemnitor to contribute to such payment and the Company hereby waives and relinquishes any right of contribution, subrogation or any other right of recovery of any kind it may have against the Additional Indemnitor in respect thereof. The Company further agrees that no advancement or payment by the Additional Indemnitor on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Additional Indemnitor shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.

19.GOVERNING LAW

The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland, without application of the conflict of laws principles thereof.

20.NO ASSIGNMENTS

The Indemnitee may not assign its rights or delegate obligations under this Agreement without the prior written consent of the Indemnitor. Any assignment or delegation in violation of this paragraph 20 shall be null and void.

21.NO THIRD PARTY RIGHTS

Except for the rights of an Additional Indemnitor under paragraph 18(B) hereof: (a), nothing expressed or referred to in this Agreement will be construed to give any person other than the parties to this Agreement any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; and (b) this Agreement and all of its provisions are for the sole and exclusive benefit of the parties to this Agreement and their successors and permitted assigns.

22.COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together constitute an agreement binding on all of the parties hereto.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

NET LEASE OFFICE PROPERTIES
By:
Name:
Title:
INDEMNITEE:
By:
	Name:

Signature Page to Indemnification Agreement

EX-10.2

Exhibit 10.2

NET LEASE OFFICE PROPERTIES AND NLO OP LLC

2023 INCENTIVE AWARD PLAN

ARTICLE 1.

PURPOSE

The purpose of the Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and NLO OP LLC, a Delaware limited liability company (the “Partnership”), by linking the individual interests of Employees, Consultants and members of the Board to those of the Company’s shareholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s shareholders. The Plan is further intended to provide flexibility to the Company, the Partnership and their subsidiaries in their ability to motivate, attract, and retain the services of those individuals upon whose judgment, interest, and special effort the successful conduct of the Company’s and the Partnership’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1    “Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 9. With reference to the duties of the Administrator under the Plan which have been delegated to one or more persons pursuant to Section 9.6 hereof, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2    “Affiliate” shall mean the Partnership, any Parent or any Subsidiary.

2.3    “Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4    “Applicable Law” shall mean any applicable law, including without limitation, (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.

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2.5    “Award” shall mean an Option, a Restricted Stock award, a Dividend Equivalent award, a Stock Payment award, a Restricted Stock Unit award, an Other Incentive Award, an LTIP Unit award or a Stock Appreciation Right, which may be awarded or granted under the Plan.

2.6    “Award Agreement” shall mean any written notice, agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.

2.7    “Board” shall mean the Board of Trustees of the Company.

2.8    “Cause” means, except as otherwise provided in an Award Agreement, that a Participant who is an Employee should be or was dismissed as a result of (i) any material breach by the participant of any agreement to which the participant and the Company or an Affiliate are parties, (ii) any act (other than retirement) or omission to act by the Participant, including without limitation, the commission of any crime (other than ordinary traffic violations) that may have a material and adverse effect on the business of the Company or any Affiliate or on the Participant's ability to perform services for the Company or any Affiliate, or (iii) any material misconduct or neglect of duties by the participant in connection with the business or affairs of the Company or any Affiliate.

2.9    “Change in Control”means the occurrence of any one of the following events:

(i)    any “person”, as such term is used in Sections 13(d) and 14(d) of the Act (other than the Company, any of its Subsidiaries, and any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its Subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company's then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding Shares of the Company (in either such case other than as a result of acquisition of securities directly from the Company); provided, however, that a “Change in Control” shall not be deemed to have occurred for purposes of this Section 2.8(i) if, prior to reaching or exceeding such beneficial ownership limit, the Board approves the purchase, issuance, transfer, gift, assignment, or other similar transaction pursuant to which such person reaches or exceeds such beneficial ownership limit; provided, further, that if any such person shall thereafter become the beneficial owner of any additional Voting Securities or Shares (other than pursuant to a Share split, Share dividend, or similar transaction), then, absent additional Board approval, a “Change in Control” shall be deemed to have occurred for purposes of this Section 2.8(i). For the avoidance of doubt, in no way shall the approval by the Board of an acquisition of Voting Securities or Shares subject to this Section 2.8(i) be deemed to limit, in any way, the provisions contained in Section 2.8(iii); or

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(ii)    persons (as defined in the previous subsection) who, as of the Effective Date, constitute the Trustees of the Board (the “Incumbent Trustees”) cease for any reason, including without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a Trustee of the Board subsequent to the Effective Date whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Trustees shall, for purposes of this Plan, be considered an Incumbent Trustee; or

(iii)     the consummation of (A) any consolidation or merger of the Company or any Subsidiary (other than a consolidation or merger of the Company or any Subsidiary, on the one hand, and an affiliate of, or entity managed or advised by, the Company or any Subsidiary, on the other hand) where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing more than 50% of the combined voting power of the outstanding voting securities entitled to vote generally in the election of the board of directors or trustees, as applicable, of the surviving entity in such consolidation or merger in substantially the same relative proportion as ownership immediately prior to the consolidation or merger (or of its ultimate parent entity, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company other than to an entity with respect to which, following such sale or disposition, the shareholders of the Company immediately prior to the sale own more than fifty percent (50%) of, respectively, the outstanding shares and the combined voting power of the outstanding voting securities entitled to vote generally in the election of the board of directors or trustees, as applicable, of such entity, or (C) any plan or proposal for the liquidation or dissolution of the Company;

Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of Shares outstanding, increases (x) the proportionate number of Shares beneficially owned by any person to 25% or more of the Shares then outstanding or (y) the proportionate voting power represented by the Shares beneficially owned by any person to 25% or more of the combined voting power of all then outstanding voting Securities; provided, however, that if any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional Shares or other Voting Securities (other than pursuant to a Share split, Share dividend, or similar transaction), then a “Change in Control” shall be deemed to have occurred for purposes of the foregoing clause (i). Further, notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A of the Code (“Section 409A”), to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described above with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

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The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

2.10    “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.11    “Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board described in Article 11 hereof.

2.12    “Common Shares” shall mean the common shares of beneficial interest of the Company, par value $0.01 per share.

2.13    “Company” shall mean Net Lease Office Properties, a Maryland real estate investment trust.

2.14    “Consultant” shall mean any consultant or advisor of the Company, the Partnership or any Subsidiary who qualifies as a consultant or advisor under the applicable rules of Form S-8 Registration Statement.

2.15     “Distribution” shall have the meaning provided Separation Agreement.

2.16    “Distribution Date” shall have the meaning provided Separation Agreement.

2.17    “Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Common Shares) of dividends paid on Common Shares, awarded under Section 7.1 hereof.

2.18    “DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.19     “Effective Date” shall mean the date immediately prior to the Distribution Date.

2.20    “Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Trustee, as determined by the Administrator.

2.21    “Employee” shall mean any officer or other employee (within the meaning of Section 3401(c) of the Code) of the Company, the Partnership or any Subsidiary.

2.22    “Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its shareholders, such as a share dividend, share split, spin-off, rights offering or

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recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Common Shares (or other securities of the Company) or the share price of Common Shares (or other securities) and causes a change in the per share value of the Common Shares underlying outstanding share-based Awards.

2.23    “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.24    “Fair Market Value” shall mean, as of any given date, the value of a Common Share determined as follows:

(a)    If the Common Shares are (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a Common Share as quoted on such exchange or system for such date or, if there is no closing sales price for a Common Share on the date in question, the closing sales price for a Common Share on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)    If the Common Shares are not listed on an established securities exchange, national market system or automated quotation system, but the Common Shares are regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a Common Share on such date, the high bid and low asked prices for a Common Share on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c)    If the Common Shares are neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

2.25     “Good Reason” shall mean the occurrence of any of the following, without the Participant's written consent, after a Change in Control: (i) a material reduction in the Participant's base salary or wage rate or target incentive opportunity, or (ii) the relocation of the Participant's principal place of employment to a location more than twenty miles from the Participant's principal place of employment as of immediately prior to the Change in Control, provided, that the foregoing events shall constitute Good Reason only if the Participant provides the Company with written objection to the event within thirty days following the occurrence thereof, the Company does not reverse or otherwise cure the event within thirty days of receiving that written objection and the Participant actually resigns the Participant's employment within sixty days following the expiration of that cure period.

2.26    “Greater Than 10% Shareholder” shall mean an individual then-owning (within the meaning of Section 424(d) of the Code) more than ten percent (10%) of the total combined

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voting power of all classes of shares of the Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code, respectively).

2.27    “Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

2.28    “Individual Award Limit” shall mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section 3.3 hereof.

2.29    “LTIP Unit” shall mean, to the extent authorized by the Partnership Agreement, a unit of the Partnership that is granted pursuant to Section 7.5 hereof and is intended to constitute a “profits interest” within the meaning of the Code.

2.30    “Non-Employee Trustee” shall mean a Trustee of the Company who is not an Employee.

2.31    “Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.32    “Option” shall mean a right to purchase Common Shares at a specified exercise price, granted under Article 6 hereof. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided, however, that Options granted to Non-Employee Trustees and Consultants shall only be Non-Qualified Stock Options.

2.33    “Organizational Documents” shall mean, collectively, (a) the Company’s declaration of trust, bylaws or other similar organizational documents relating to the creation and governance of the Company, and (b) the Committee’s charter or other similar organizational documentation relating to the creation and governance of the Committee.

2.34    “Other Incentive Award” shall mean an award of cash or Common Shares, or any other award valued wholly or partially by referring to, or otherwise based on, Common Shares or other property, awarded to a Participant pursuant to Section 7.4 hereof.

2.35    “Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.36    “Participant” shall mean a person who has been granted an Award pursuant to the Plan.

2.37    “Partnership” shall mean NLO OP LLC, a Delaware limited liability company.

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2.38    “Partnership Agreement” shall mean that certain Operating Agreement of NLO OP LLC, dated September 19, 2023, as the same may be amended, modified or restated from time to time.

2.39    “Performance Criteria” shall mean the criteria (and adjustments) that the Administrator may select for an Award for purposes of establishing performance goals for a given performance period, which may include the following (without limitation): (i) net earnings or adjusted net earnings (in each case, either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization, and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue or sales or revenue growth; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit (either before or after taxes); (vi) cash flow (including, but not limited to, operating cash flow, free cash flow and cash flow return on capital); (vii) return on assets; (viii) return on net assets; (ix) return on capital or return on invested capital; (x) return on shareholders’ equity; (xi) shareholder return; (xii) return on sales; (xiii) gross or net profit or operating margin; (xiv) costs, reductions in costs and cost control measures; (xv) funds from operations; (xvi) adjusted funds from operations; (xvii) core funds from operations; (xviii) cash available for distribution; (xix) productivity; (xx) expenses; (xxi) margins; (xxii) working capital; (xxiii) earnings or loss per share; (xxiv) adjusted earnings or loss per share; (xxv) price per Common Share or dividends per share (or appreciation in and/or maintenance of such price or dividends); (xxvi) implementation or completion of critical projects; (xxvii) market share; (xxviii) debt levels or reduction; (xxix) comparisons with other stock market indices; (xxx) financing and other capital raising transactions; (xxxi) acquisition activity; (xxxii) economic value-added; (xxxiii) earnings as a multiple of interest expense; and (xxxiv) total capital invested in assets, any of which may be measured either in absolute terms for the Company or an Affiliate or any operating unit of the Company or an Affiliate or as compared to any incremental increase or decrease, or relative to or as compared to performance of other companies or to market performance indicators or indices.

2.40    “Permitted Transferee” shall mean, with respect to a Participant, (a) prior to the Public Trading Date, any “family member” of the Participant, as defined under Rule 701 of the Securities Act and (b) on or after the Public Trading Date, any “family member” of the Participant, as defined under the General Instructions to Form S-8 Registration Statement under the Securities Act or any successor Form thereto, or any other transferee specifically approved by the Administrator, after taking into account Applicable Law.

2.41    “Plan” shall mean this Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan, as it may be amended from time to time.

2.42    “Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.43    “Public Trading Date” shall mean the first date upon which the Common Shares are listed (or approved for listing) upon notice of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market security on an interdealer quotation system.

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2.44    “REIT” shall mean a real estate investment trust within the meaning of Sections 856 through 860 of the Code.

2.45    “Restricted Stock” shall mean an award of Common Shares made under Article 7 hereof that is subject to certain restrictions and may be subject to risk of forfeiture.

2.46    “Restricted Stock Unit” shall mean a contractual right awarded under Section 7.3 hereof to receive in the future a Common Share or the Fair Market Value of a Common Share in cash.

2.47    “Securities Act” shall mean the Securities Act of 1933, as amended.

2.48    “Separation Agreement” shall mean the Separation and Distribution Agreement dated on or about [______], 2023 (as amended or otherwise modified from time to time), by and between the Company and WPC.

2.49    “Share Limit” shall have the meaning provided in Section 3.1(a) hereof.

2.50    “Stock Appreciation Right” shall mean an Award entitling the Participant (or other person entitled to exercise pursuant to the Plan) to exercise all or a specified portion thereof (to the extent then exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of such Award from the Fair Market Value on the date of exercise of such Award by the number of Common Shares with respect to which such Award shall have been exercised, subject to any limitations the Administrator may impose.

2.51    “Stock Payment” shall mean a payment in the form of Common Shares awarded under Section 7.2 hereof.

2.52    “Subsidiary” shall mean (a) a corporation, association or other business entity of which fifty percent (50%) or more of the total combined voting power of all classes of capital stock is owned, directly or indirectly, by the Company, the Partnership and/or by one or more Subsidiaries, (b) any partnership or limited liability company of which fifty percent (50%) or more of the equity interests are owned, directly or indirectly, by the Company, the Partnership and/or by one or more Subsidiaries, and (c) any other entity not described in clauses (a) or (b) above of which fifty percent (50%) or more of the ownership and the power (whether voting interests or otherwise), pursuant to a written contract or agreement, to direct the policies and management or the financial and the other affairs thereof, are owned or controlled by the Company, the Partnership and/or by one or more Subsidiaries.

2.53    “Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party to such transaction; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an

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award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.54     “Termination of Service in Connection with a Change in Control” shall be deemed to occur with respect to a participant if within the two-year period beginning on the date of a Change in Control the employment or service of the Participant shall be terminated either (i) by the Company without Cause, (ii) due to a resignation by the Participant for Good Reason or (iii) in the case of Trustees, a required resignation from the Board.

2.55    “Termination of Service” shall mean, unless otherwise determined by the Administrator:

(a)    As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company and its Affiliates is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment and/or service as an Employee and/or Trustee with the Company or any Affiliate.

(b)    As to a Non-Employee Trustee, the time when a Participant who is a Non-Employee Trustee ceases to be a Trustee for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment and/or service as an Employee and/or Consultant with the Company or any Affiliate.

(c)    As to an Employee, the time when the employee-employer relationship between a Participant and the Company and its Affiliates is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding terminations where the Participant simultaneously commences or remains in service as a Consultant and/or Trustee with the Company or any Affiliate.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and whether any particular leave of absence constitutes a Termination of Service; provided, however, that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, or as otherwise required by Applicable Law, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of shares or other corporate transaction or event (including, without limitation, a spin-off).

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2.56    “Trustee” shall mean a member of the Board, as constituted from time to time.

2.57    “WPC” shall mean W. P. Carey Inc., a Maryland corporation.

ARTICLE 3.

COMMON SHARES SUBJECT TO THE PLAN

3.1    Number of Common Shares.

(a)    Subject to Section 3.1(b) and Section 10.2 hereof, the maximum aggregate number of Common Shares which may be issued or transferred pursuant to Awards under the Plan is [__________] Common Shares (the “Share Limit”). In order that the applicable regulations under the Code relating to Incentive Stock Options be satisfied, the maximum number of Common Shares that may be issued under the Plan upon the exercise of Incentive Stock Options shall be [_____________]. Each LTIP Unit issued pursuant to an Award shall count as one Common Share for purposes of calculating the aggregate number of Common Shares available for issuance under the Plan as set forth in this Section 3.1(a) and for purposes of calculating the Individual Award Limits set forth in Section 3.3 hereof.

(b)    If any Common Shares subject to an Award are forfeited or expire or such Award is settled for cash (in whole or in part), the Common Shares subject to such Award shall, to the extent of such forfeiture, expiration or cash settlement, again be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same number of Common Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 11.2 hereof). Notwithstanding anything to the contrary contained herein, the following Common Shares shall not be added back to the Share Limit and will not be available for future grants of Awards: (i) Common Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Common Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; (iii) Common Shares subject to a Stock Appreciation Right that are not issued in connection with the share settlement of the Stock Appreciation Right on exercise thereof; and (iv) Common Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Common Shares repurchased by the Company under Section 7.4 hereof at the same price paid by the Participant such that such Common Shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the Common Shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Common Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c)    Substitute Awards shall not reduce the Common Shares authorized for grant under the Plan, except to the extent required by reason of Section 422 of the Code. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan

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approved by its shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common shares of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Common Shares authorized for grant under the Plan to the extent that grants of Awards using such available shares are (i) permitted without shareholder approval under the rules of the principal securities exchange on which the Common Shares are then listed and (ii) made only to individuals who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.

(d)    Notwithstanding any other provision of the Plan to the contrary, but subject to Section 11.2 of the Plan, Awards granted under the Plan shall vest no earlier than the first anniversary of such Award’s date of grant; provided, however, that, notwithstanding the foregoing, Awards that result in the issuance of an aggregate of up to 5% of the Common Shares available pursuant to this Section 3.1 (as such number of the Common Shares may be increased from time to time in accordance with the Plan) may be granted to any one or more Participants without respect to such minimum vesting provisions. For purposes of Awards granted to Non-Employee Trustees, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of the Company’s shareholders to the next annual meeting of the Company’s shareholders that occurs at least fifty (50) weeks following the date of such first annual meeting. Notwithstanding the foregoing, nothing in this Section 3.1(d) shall preclude or limit any Award or other arrangement (or any action by the Committee) from providing for accelerated vesting of such Award in connection with or following a Participant’s death, disability, retirement or involuntary termination or in connection with the occurrence of a Change in Control.

3.2    Common Shares Distributed. Any Common Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Shares or Common Shares purchased on the open market.

3.3    Individual Award Limits. Notwithstanding any provision in the Plan to the contrary, and subject to Section 10.2 hereof, (a) the maximum aggregate number of Common Shares with respect to one or more Awards that may be granted to any one individual during any calendar year shall be 850,000 Common Shares, (b) the maximum aggregate amount of cash that may be paid in cash during any calendar year with respect to one or more Awards payable in cash shall be $10,000,000, and (c) the sum of any cash compensation and the value (determined as of the date of grant under Applicable Accounting Standards) of Awards granted to any Non-Employee Trustee during any calendar year may not exceed $1,000,000 (together, the “Individual Award Limits”).

ARTICLE 4.

GRANTING OF AWARDS

4.1    Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the

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nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual or other Person shall have any right to be granted an Award pursuant to the Plan.

4.2    Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of Section 422 of the Code.

4.3    Limitations Applicable to Section 16 Persons. Notwithstanding anything contained herein to the contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b-3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such Award to the extent permitted by Applicable Law.

4.4    At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to continue as an Employee, Trustee or Consultant of the Company or any Affiliate, or shall interfere with or restrict in any way the rights of the Company or any Affiliate, which rights are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of any Participant’s employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Participant and the Company or any Affiliate.

4.5    Foreign Participants. Notwithstanding any provision of the Plan or an applicable Program to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, Non-Employee Trustees or Consultants, or in order to comply with the requirements of any foreign securities exchange or Applicable Law, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms, conditions and procedures, to the extent such actions may be necessary or advisable; provided, however, that no such subplans and/or modifications shall increase the Share Limit or Individual Award Limits contained in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange.

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4.6    Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

ARTICLE 5.

OPTIONS AND STOCK APPRECIATION RIGHTS

5.1    General. The Administrator is authorized to grant Options and Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan. The Administrator will determine the number of Common Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the vesting and exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Common Share on the date of exercise over the exercise price per Common Share of the Stock Appreciation Right by the number of Common Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Common Shares valued at Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2    Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Sections 424(e) and 424(f) of the Code, respectively). No person who qualifies as a Greater Than 10% Shareholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of shares or stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Section 424(e) and 424(f) of the Code, respectively) exceeds one hundred thousand dollars ($100,000), the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the fair market value of shares or stock shall be determined as of the time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as

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Non-Qualified Stock Options. Any interpretations and rules under the Plan with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code.

5.3    Option and Stock Appreciation Right Exercise Price. The exercise price per Common Share subject to each Option and Stock Appreciation Right shall be set by the Administrator, but shall not be less than one hundred percent (100%) of the Fair Market Value of a Common Share on the date the Option or Stock Appreciation Right, as applicable, is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Shareholder, such price shall not be less than one hundred ten percent (110%) of the Fair Market Value of a Common Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). Notwithstanding the foregoing, in the case of an Option or Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Common Shares subject to such Option or Stock Appreciation Right, as applicable, may be less than the Fair Market Value per share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Section 424 and 409A of the Code.

5.4    Option and SAR Term. The term of each Option and the term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion; provided, however, that the term shall not be more than ten (10) years from the date the Option or Stock Appreciation Rights, as applicable, is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Shareholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Options or Stock Appreciation Rights, which time period may not extend beyond the stated term of the Option or Stock Appreciation Right. Notwithstanding the foregoing, the Administrator may determine that in the event that on the last business day of the term of an Option or Stock Appreciation Right (other than an Incentive Stock Option) (i) the exercise of the Option or Stock Appreciation Right is prohibited by Applicable Law, as determined by the Company, or (ii) Common Shares may not be purchased or sold by the applicable Participant due to any Company insider trading policy (including blackout periods) or a “lock-up” agreement undertaken in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation Right shall be extended until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by the Company; provided, however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock Appreciation Right. Notwithstanding the foregoing, to the extent permitted under Applicable Laws, the Administrator may provide in the terms of any Option or Stock Appreciation Right that if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation, unless the Company otherwise determines.

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5.5    Exercise and Payment.

(a)    Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form prescribed by the Administrator (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5(b) below for the number of Common Shares for which the Award is exercised and (ii) as specified in Section 8.2 below for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Common Share.

(b)     Subject to any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

(i)    cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

(ii)    if there is a public market for Common Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

(iii)    to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Common Shares owned by the Participant valued at their fair market value;

(iv)    to the extent permitted by the Administrator, surrendering Common Shares then issuable upon the Option’s exercise valued at their fair market value on the exercise date;

(v)    to the extent permitted by the Administrator, delivery of a promissory note or any other property that the Administrator determines is good and valuable consideration; or

(vi)    to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

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ARTICLE 6.

RESTRICTED STOCK

6.1    Award of Restricted Stock.

(a)    The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan or any applicable Program, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(b)    The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided, however, that if a purchase price is charged, such purchase price shall be no less than the par value of the Common Shares to be purchased, unless otherwise permitted by Applicable Law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the extent required by Applicable Law.

6.2    Rights as Shareholders. Subject to Section 6.4 hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a shareholder with respect to said shares, subject to the restrictions in the Plan, an applicable Program or in the applicable Award Agreement, including the right to receive all dividends and other distributions paid or made with respect to the shares; provided, however, that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the shares may be subject to the restrictions set forth in Section 6.3 hereof. In addition, notwithstanding anything to the contrary herein, with respect to Restricted Stock, dividends which are paid prior to vesting shall only be paid out to the Participant to the extent that the vesting conditions are subsequently satisfied and the share of Restricted Stock vests.

6.3    Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of Restricted Stock as a result of share dividends, share splits or any other form of recapitalization) shall be subject to such restrictions and vesting requirements as the Administrator shall provide in the applicable Program or Award Agreement.

6.4    Repurchase or Forfeiture of Restricted Stock. Except as otherwise determined by the Administrator, if no purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Participant’s rights in unvested Restricted Stock then subject to restrictions shall lapse and be forfeited, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration on the date of such Termination of Service. If a purchase price was paid by the Participant for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Participant the unvested Restricted Stock then-subject to restrictions at a cash price per share equal to the price paid by the Participant for such Restricted Stock or such other amount as may be specified in an applicable Program or the applicable Award Agreement. The Administrator in its sole discretion may provide that, upon certain events, including without limitation a Change in Control, the Participant’s death, retirement or disability, any other specified Termination of Service or any

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other event, the Participant’s rights in unvested Restricted Stock shall not terminate, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company shall cease to have a right of repurchase.

6.5    Certificates/Book Entries for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in its sole discretion, retain physical possession of any share certificate until such time as all applicable restrictions lapse.

ARTICLE 7.

DIVIDEND EQUIVALENTS; STOCK PAYMENTS; RESTRICTED STOCK UNITS; OTHER INCENTIVE AWARDS; LTIP UNITS; ADJUSTED AWARDS

7.1    Dividend Equivalents.

(a)    Subject to Section 7.1(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Shares, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional Common Shares by such formula and at such time and subject to such limitations as may be determined by the Administrator. In addition, notwithstanding anything to the contrary herein, Dividend Equivalents with respect to an Award that are based on dividends paid prior to the vesting of such Award shall only be paid out to the Participant to the extent that the vesting conditions are subsequently satisfied and the Award vests.

(b)    Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

7.2    Stock Payments. The Administrator is authorized to make one or more Stock Payments to any Eligible Individual. The number or value of Common Shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

7.3    Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or

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more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case, on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or may permit the Participant to elect, the conditions and dates upon which the Common Shares underlying the Restricted Stock Units shall be issued, which dates shall not be earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be consistent with the applicable provisions of Section 409A or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Common Share (or the Fair Market Value of one such Common Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

7.4    Other Incentive Awards.  Other Incentive Awards may be granted to Participants, including Awards entitling Participants to receive Common Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Incentive Awards will also be available as a payment form in the settlement of other Awards, as standalone payments or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Incentive Awards may be paid in cash, Common Shares, or a combination of cash and Common Shares, as determined by the Administrator.

7.5    LTIP Units. The Administrator is authorized to grant LTIP Units in such amounts and subject to such terms and conditions as may be determined by the Administrator; provided,however, that LTIP Units may only be issued to a Participant for the performance of services to or for the benefit of the Partnership (a) in the Participant’s capacity as a partner of the Partnership, (b) in anticipation of the Participant becoming a partner of the Partnership, or (c) as otherwise determined by the Administrator, provided that the LTIP Units are intended to constitute “profits interests” within the meaning of the Code, including, to the extent applicable, Revenue Procedure 93-27, 1993-2 C.B. 343 and Revenue Procedure 2001-43, 2001-2 C.B. 191. The Administrator shall specify the conditions and dates upon which the LTIP Units shall vest and become nonforfeitable. LTIP Units shall be subject to the terms and conditions of the Partnership Agreement and such other restrictions, including restrictions on transferability, as the Administrator may impose. These restrictions may lapse separately or in combination at such times, pursuant to such circumstances, in such installments, or otherwise, as the Administrator determines at the time of the grant of the Award or thereafter.

7.6    Other Terms and Conditions. All applicable terms and conditions of each Award described in this Article 9, including without limitation, as applicable, the term, vesting conditions and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion.

ARTICLE 8.

ADDITIONAL TERMS OF AWARDS

8.1    Delivery of Common Shares. The Administrator shall also determine the methods by which Common Shares shall be delivered or deemed to be delivered to Participants.

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8.2    Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising in connection with any Award. In satisfaction of the foregoing requirement or in satisfaction of any additional tax withholding, the Company may satisfy, or may allow a Participant to satisfy, such obligations by any payment means described in Section 5.5(b) hereof, including, without limitation, by withholding, or allowing such Participant to elect to have the Company or an Affiliate withhold, Common Shares otherwise issuable under an Award (or allow the surrender of Common Shares). The number of Common Shares which may be so withheld or surrendered shall be limited to the number of Common Shares which have a fair market value on the date of withholding or repurchase no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in the applicable jurisdiction. The Administrator shall determine the fair market value of the Common Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of Common Shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

8.3    Transferability of Awards.

(a)    Except as otherwise provided in Section 8.3(b) or (c) hereof:

(i)    No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the Common Shares underlying such Award have been issued, and all restrictions applicable to such Common Shares have lapsed;

(ii)    No Award or interest or right therein shall be liable for or otherwise subject to the debts, contracts or engagements of the Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Common Shares underlying such Award have been issued, and all restrictions applicable to such Common Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by clause (i) of this provision; and

(iii)    During the lifetime of the Participant, only the Participant may exercise any exercisable portion of an Award granted to him or her under the Plan, unless it has been disposed of pursuant to a DRO. After the death of the Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his personal representative or by

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any person empowered to do so under the deceased Participant’s will or under the then-applicable laws of descent and distribution.

(b)    Notwithstanding Section 8.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant or a Permitted Transferee of such Participant to transfer an Award other than an Incentive Stock Option (unless such Incentive Stock Option is to become a Non-Qualified Stock Option) to any one or more Permitted Transferees of such Participant, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee (other than to another Permitted Transferee of the applicable Participant) other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant (or transferring Permitted Transferee) and the Permitted Transferee shall execute any and all documents requested by the Administrator, including without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer. In addition, and further notwithstanding Section 8.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer Incentive Stock Options to a trust that constitutes a Permitted Transferee if, under Section 671 of the Code and applicable state law, the Participant is considered the sole beneficial owner of the Incentive Stock Option while it is held in the trust.

(c)    Notwithstanding Section 8.3(a) hereof, a Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Participant, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is married or a domestic partner in a domestic partnership qualified under Applicable Law and resides in a “community property” state, a designation of a person other than the Participant’s spouse or domestic partner, as applicable, as his beneficiary with respect to more than fifty percent (50%) of the Participant’s interest in the Award shall not be effective without the prior written or electronic consent of the Participant’s spouse or domestic partner. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is delivered to the Administrator in writing prior to the Participant’s death.

8.4    Conditions to Issuance of Common Shares.

(a)    The Administrator shall determine the methods by which Common Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue or deliver any

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certificates or make any book entries evidencing Common Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Common Shares is in compliance with Applicable Law, and the Common Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein, the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such Applicable Law.

(b)    All Common Share certificates delivered pursuant to the Plan and all Common Shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with Applicable Law. The Administrator may place legends on any Common Share certificate or book entry to reference restrictions applicable to the Common Shares.

(c)    The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d)    No fractional Common Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional Common Shares or whether such fractional Common Shares shall be eliminated by rounding down.

(e)    The Company, in its sole discretion, may (i) retain physical possession of any share certificate evidencing Shares until any restrictions thereon shall have lapsed and/or (ii) require that the share certificates evidencing such Common Shares be held in custody by a designated escrow agent (which may but need not be the Company) until the restrictions thereon shall have lapsed, and that the Participant deliver a share power, endorsed in blank, relating to such Common Shares.

(f)    Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by Applicable Law, the Company and/or its Affiliates may, in lieu of delivering to any Participant certificates evidencing Common Shares issued in connection with any Award, record the issuance of Common Shares in the books of the Company (or, as applicable, its transfer agent or share plan administrator).

8.5    Forfeiture and Claw-Back Provisions.

(a)    Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that: (i) any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Common Shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not

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vested) shall be forfeited, if (x) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, (y) the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (z) the Participant incurs a Termination of Service for cause; and

(b)    All Awards (including any proceeds, gains or other economic benefit actually or constructively received by a Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Common Shares underlying the Award) shall be subject to the applicable provisions of any claw-back policy implemented by the Company, whether implemented prior to or after the grant of such Award, including without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law, including without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder, to the extent set forth in such claw-back policy and/or in the applicable Award Agreement.

8.6    Prohibition on Repricing. Subject to Section 10.2 hereof, the Administrator shall not, without the approval of the shareholders of the Company, (a) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (b) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Common Shares. Subject to Section 10.2 hereof, the Administrator shall have the authority, without the approval of the shareholders of the Company, to amend any outstanding Award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.

8.7    Acceleration. The Administrator may at any time provide that any Award will, subject to the terms of this Plan, become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable, in connection with or following a Participant’s death, disability, retirement or involuntary termination or in connection with the occurrence of a Change in Control.

ARTICLE 9.

ADMINISTRATION

9.1    Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely of two or more Non-Employee Trustees of the Company appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act and an “independent director” under the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided,however, that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for

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membership set forth in this Section 9.l or otherwise provided in the Organizational Documents. Except as may otherwise be provided in the Organizational Documents, appointment of Committee members shall be effective upon acceptance of appointment, Committee members may resign at any time by delivering written or electronic notice to the Board, and vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Trustees of the Company and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 9.6 hereof.

9.2    Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are not materially adversely affected by such amendment, unless the consent of the Participant is obtained or such amendment is otherwise permitted under Section 10.15 hereof. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee in its capacity as the Administrator under the Plan except with respect to matters which under Rule 16b-3 under the Exchange Act or the rules of any securities exchange or automated quotation system on which the Common Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

9.3    Action by the Committee. Unless otherwise established by the Board or in the Organizational Documents or as required by Applicable Law, a majority of the Administrator shall constitute a quorum and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Administrator in lieu of a meeting, shall be deemed the acts of the Administrator. Each member of the Administrator is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

9.4    Authority of Administrator. Subject to any specific designation in the Plan and Applicable Law, the Administrator has the exclusive power, authority and sole discretion to:

(a)    Designate Eligible Individuals to receive Awards;

(b)    Determine the type or types of Awards to be granted to each Eligible Individual;

(c)    Determine the number of Awards to be granted and the number of Common Shares to which an Award will relate;

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(d)    Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

(e)    Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Common Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)        Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g)    Determine as between the Company, the Partnership and any Subsidiary which entity will make payments with respect to an Award, consistent with applicable securities laws and other Applicable Law;

(h)    Decide all other matters that must be determined in connection with an Award;

(i)    Establish, adopt, or revise any Programs, rules and regulations as it may deem necessary or advisable to administer the Plan;

(j)        Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and

(k)    Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

9.5    Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

9.6    Delegation of Authority. To the extent permitted by Applicable Law, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 11; provided, however,that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, or (b) officers of the Company (or Trustees) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall

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only be permitted to the extent it is permissible under the Organizational Documents and other Applicable Law. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation or that are otherwise included in the applicable Organizational Documents, and the Board or Committee, as applicable, may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 9.6 shall serve in such capacity at the pleasure of the Board or the Committee, as applicable, and the Board or the Committee may abolish any committee at any time and re-vest in itself any previously delegated authority.

ARTICLE 10.

MISCELLANEOUS PROVISIONS

10.1    Amendment, Suspension or Termination of the Plan.

(a)    Except as otherwise provided in this Section 10.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board; provided that, except as provided in Section 10.15 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides.

(b)    Notwithstanding Section 10.1(a), the Administrator may not, except as provided in Section 10.2, take any of the following actions without approval of the Company’s shareholders given within twelve (12) months before or after the action by the Administrator: (i) increase the Share Limit or any Individual Award Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 8.6 hereof. Notwithstanding anything herein to the contrary, no Incentive Stock Option shall be granted under the Plan after the tenth (10th) anniversary of the date on which the Plan is adopted by the Board.

10.2    Changes in Common Shares or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events.

(a)    In the event of any share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Company’s shares or the Company’s share price other than an Equity Restructuring, the Administrator may make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and Individual Award Limits); (ii) the number and kind of Common Shares (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and/or (iv) the grant or exercise price per share for any outstanding Awards under the Plan.

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(b)    In the event of any transaction or event described in Section 10.2(a) hereof or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law or Applicable Accounting Standards, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in Applicable Law or Applicable Accounting Standards:

(i)    To provide for the termination of any such Award in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 10.2, the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment);

(ii)    To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and applicable exercise or purchase price;

(iii)    To make adjustments in the number and type of securities subject to outstanding Awards and Awards which may be granted in the future and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable);

(iv)    To provide that such Award shall be exercisable or payable or fully vested with respect to all securities covered thereby, notwithstanding anything to the contrary in the Plan or an applicable Program or Award Agreement;

(v)    To replace such Award with other rights or property selected by the Administrator in its sole discretion; and/or

(vi)    To provide that the Award cannot vest, be exercised or become payable after such event.

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(c)    In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 10.2(a) and 10.2(b) hereof:

(i)    The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or

(ii)    The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments to the Share Limit and the Individual Award Limits).

The adjustments provided under this Section 10.2(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company.

(d)    Except as may otherwise be provided in any applicable Award Agreement or other written agreement entered into between the Company (or an Affiliate) and a Participant, if a Change in Control occurs and a Participant’s outstanding Awards are not continued, converted, assumed, or replaced by the surviving or successor entity in such Change in Control, then, immediately prior to the Change in Control, such outstanding Awards, to the extent not continued, converted, assumed, or replaced, shall become fully vested and, as applicable, exercisable, and all forfeiture, repurchase and other restrictions on such Awards shall lapse (with performance-vesting awards vesting and restrictions thereon lapsing based on actual performance as of the date of such Change in Control with goals adjusted if the Administrator determines, in its discretion, that adjustment is necessary or appropriate to reflect the shortened performance period unless otherwise provided in an applicable Award Agreement), in which case, such Awards will be canceled upon the consummation of the Change in Control in exchange for the right to receive the Change in Control consideration payable to other holders of Common Shares, which may be on such terms and conditions as apply generally to holders of Common Shares under the Change in Control documents (including, without limitation, any escrow, earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and determined by reference to the number of Common Shares subject to such Awards and net of any applicable exercise price; provided that to the extent that any Awards constitute “nonqualified deferred compensation” that may not be paid upon the Change in Control under Section 409A without the imposition of taxes thereon under Section 409A, the timing of such payments shall be governed by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); and provided, further, that if the amount to which a Participant would be entitled upon the settlement or exercise of such Award at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. Upon, or in anticipation of, a Change in Control, the Administrator may cause any and all Awards outstanding hereunder to terminate at a specific time in the future, including but not limited to the date of such Change in Control, and shall give each Participant the right to exercise such Awards during a period of time as the Administrator, in its sole and absolute discretion, shall determine.

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(e)    The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(f)    Unless otherwise determined by the Administrator, no adjustment or action described in this Section 10.2 or in any other provision of the Plan shall be authorized to the extent it would (i) cause the Plan to violate Section 422(b)(1) of the Code, (ii) result in short-swing profits liability under Section 16 of the Exchange Act or violate the exemptive conditions of Rule 16b-3 of the Exchange Act, or (iii) cause an Award to fail to be exempt from or comply with Section 409A.

(g)    The existence of the Plan, any Program, any Award Agreement and/or any Award granted hereunder shall not affect or restrict in any way the right or power of the Company, the shareholders of the Company or any Affiliate to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s or such Affiliate’s capital structure or its business, any merger or consolidation of the Company or any Affiliate, any issue of shares or of options, warrants or rights to purchase shares or of bonds, debentures, preferred or prior preference shares whose rights are superior to or affect the Common Shares, the securities of any Affiliate or the rights thereof or which are convertible into or exchangeable for Common Shares or securities of any Affiliate, or the dissolution or liquidation of the Company or any Affiliate, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(h)    In the event of any pending share dividend, share split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to shareholders, or any other change affecting the Common Shares or the share price of the Common Shares including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction.

10.3    Approval of Plan by Shareholders. The Plan shall be submitted for the approval of the Company’s sole shareholder after the date of the Board’s initial adoption of the Plan and prior to the Distribution Date.

10.4    No Shareholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant shall have none of the rights of a shareholder with respect to Common Shares covered by any Award until the Participant becomes the record owner of such Common Shares.

10.5    Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

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10.6    Section 83(b) Election. No Participant may make an election under Section 83(b) of the Code with respect to any Award under the Plan without the consent of the Administrator, which the Administrator may grant or withhold in its sole discretion. If, with the consent of the Administrator, a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Award as of the date of transfer of the Award rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

10.7    Grant of Awards to Certain Employees or Consultants. The Company, the Partnership or any Subsidiary may provide through the establishment of a formal written policy or otherwise for the method by which Common Shares or other securities of the Company or the Partnership may be issued and by which such Common Shares or other securities and/or payment therefor may be exchanged or contributed among such entities, or may be returned upon any forfeiture of Common Shares or other securities by the Participant.

10.8    REIT Status. The Plan shall be interpreted and construed in a manner consistent with the Company’s status as a REIT. No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled:

(a)    to the extent that the grant, vesting, exercise or settlement of such Award could cause the Participant or any other person to be in violation of the Ownership Limit (as defined in the Company’s declaration of trust, as amended from time to time) or any other provision of Section 7.2.1 of the Company’s declaration of trust, as amended from time to time, or

(b)    if, in the discretion of the Administrator, the grant, vesting, exercise or settlement of such Award could impair the Company’s status as a REIT.

10.9    Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Trustees or Consultants of the Company or any Affiliate or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, shares, stock or assets of any corporation, partnership, limited liability company, firm or association.

10.10    Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan, the issuance and delivery of Common Shares and LTIP Units and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all Applicable Law and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and

29

representations to the Company as the Company may deem necessary or desirable to assure compliance with all Applicable Law. The Administrator, in its sole discretion, may take whatever actions it deems necessary or appropriate to effect compliance with Applicable Law, including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars. Notwithstanding anything to the contrary herein, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate Applicable Law. To the extent permitted by Applicable Law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such Applicable Law.

10.11    Data Privacy. As a condition to receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Common Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Common Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.11 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.11. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.12    Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

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References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

10.13    Governing Law. The Plan and any Programs or Award Agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of Maryland without regard to conflicts of laws thereof.

10.14    Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A, the Plan, any applicable Program and the Award Agreement covering such Award shall be interpreted in accordance with Section 409A. Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the Administrator determines that any Award may be subject to Section 409A, the Administrator may adopt such amendments to the Plan, any applicable Program and the Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes on the Award under Section 409A, either through compliance with the requirements of Section 409A or with an available exemption therefrom. The Company makes no representations or warranties as to the tax treatment of any Award under Section 409A or otherwise. The Company shall have no obligation under this Section 10.13 or otherwise to take any action (whether or not described herein) to avoid the imposition of taxes, penalties or interest under Section 409A with respect to any Award and shall have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute non-compliant, “nonqualified deferred compensation” subject to the imposition of taxes, penalties and/or interest under Section 409A. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.15    No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Participants or any other persons uniformly.

10.16    Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the

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Participant any rights that are greater than those of a general creditor of the Company or any Affiliate.

10.17    Indemnification. To the extent allowable pursuant to Applicable Law and the Company’s charter and bylaws, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him in satisfaction of judgment in such action, suit, or proceeding against him or her; provided, however, that he gives the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Organizational Documents, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

10.18    Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

10.19    Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

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* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Trustees of Net Lease Office Properties on _________________, 2023.

* * * * *

I hereby certify that the foregoing Plan was approved by the sole shareholder of Net Lease Office Properties on _________________, 2023.

[SIGNATURE PAGE FOLLOWS]

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Executed on this ____ day of ________, 2023.

[Name]

[Title]

[Signature Page to 2023 Incentive Award Plan]

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EX-10.3

Exhibit 10.3

RESTRICTED STOCK UNIT AGREEMENT (TRUSTEES)

This Restricted Stock Unit Agreement (this “Agreement”), dated as of ________, 20___ (the “Grant Date”), is made by and between Net Lease Office Properties, a Maryland real estate investment trust (the “Company”), and [_______________] (the “Participant”).

WHEREAS, the Participant serves as a non-employee trustee on the Board of Trustees of the Company (a “Trustee”);

WHEREAS, the Company maintains the Net Lease Office Properties and NLO OP LLC Incentive Award Plan (as amended from time to time, the “Plan”);

WHEREAS, the Company wishes to carry out the Plan (the terms of which are hereby incorporated by reference and made a part of this Agreement);

WHEREAS, Section 7.3 of the Plan provides for the issuance of Restricted Stock Units (“RSUs”); and

WHEREAS, the Administrator has determined that it would be to the advantage and in the best interest of the Company to issue RSUs to the Participant as an inducement to enter into or remain in the service of the Company, NLO OP LLC (the “Partnership”) or any Subsidiary, and as an additional incentive during such service, and has advised the Company thereof.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

1.    Issuance of Award of RSUs. Pursuant to the Plan, in consideration of the services provided by Participant to the Company, the Partnership or any Subsidiary (as applicable), the Company hereby issues to the Participant an award of [______] RSUs. Each RSU that vests shall represent the right to receive payment, in accordance with this Agreement, of one common share of beneficial interest of the Company (the “Common Shares”). Unless and until an RSU vests, the Participant will have no right to payment in respect of any such RSU. Prior to actual payment in respect of any vested RSU, such RSU will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.    Dividend Equivalents. Each RSU granted hereunder is hereby granted in tandem with a corresponding Dividend Equivalent, which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the payment or forfeiture of the RSU to which it corresponds. Pursuant to each outstanding Dividend Equivalent, the Participant shall be entitled to receive payments equal to dividends paid, if any, on the Common Shares underlying the RSU to which such Dividend Equivalent relates. All such amounts shall be credited to Participant and shall be subject to the same vesting, distribution or payment, adjustment and other provisions which apply to the underlying RSU to which such amounts relate. Dividend Equivalents shall not entitle the Participant to any payments relating to dividends for which the record date occurs after the earlier to occur of the payment or forfeiture of the RSU underlying such Dividend Equivalent. In addition, notwithstanding the foregoing, in the event of a Termination of Service for any reason, the Participant shall not be entitled to any Dividend Equivalent payments with respect to dividends declared but not paid prior to the date of such termination on Common Shares underlying RSUs which are unvested as of the date of such termination (after taking into account any accelerated vesting that occurs in connection with such termination). Dividend Equivalents and any

1

amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by Section 409A of the Code.

3.    Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

(a)    “Disability” means disability as set forth in Section 409A(a)(2)(c) of the Code.

(b)    “Service Provider” means an Employee, Consultant or Trustee, as applicable.

4.    RSUs and Dividend Equivalents Subject to the Plan; Ownership and Transfer Restrictions.

(a)    The RSUs and Dividend Equivalents are subject to the terms, definitions and provisions of the Plan, which is incorporated herein by reference, including, without limitation, the restrictions on transfer set forth in Section 8.3 of the Plan and the REIT restrictions set forth in Section 10.8 of the Plan.

(b)    Without limiting the foregoing, the RSUs and Common Shares issuable with respect thereto shall be subject to the restrictions on ownership and transfer set forth in the charter of the Company, as amended and supplemented from time to time.

5.    Vesting.

(a)    Time Vesting. Subject to Sections 5(b) and 6 below, the RSUs will vest and become nonforfeitable in accordance with and subject to the time vesting schedule set forth on Exhibit A attached hereto, subject to the Participant’s continued status as a Service Provider through each applicable vesting date.

(b)    Change in Control. Notwithstanding the foregoing, in the event that a Change in Control occurs and the Participant has not incurred a Termination of Service prior to such Change in Control, the RSUs will vest in full and become nonforfeitable immediately prior to such Change in Control.

6.    Effect of Termination of Service.

(a)    Termination of Service. Subject to Section 6(b) below, in the event of the Participant’s Termination of Service for any reason, any and all RSUs that have not vested as of the date of such Termination of Service (after taking into account any accelerated vesting that occurs in connection with such termination) will automatically and without further action be cancelled and forfeited without payment of any consideration therefor, and the Participant shall have no further right to or interest in such RSUs. No RSUs which have not vested as of the date of the Participant’s Termination of Service shall thereafter become vested.

(b)    Termination Due to Death or Disability. In the event that the Participant incurs a Termination of Service due to death or Disability, the RSUs will vest in full and become nonforfeitable upon such Qualifying Termination.

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7.    Payment. Payments in respect of any RSUs that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Common Shares, and any fractional Common Share will be rounded as determined by the Company. Such payments shall be made on the earlier to occur of (i) Participant’s “separation from service” from the Company, within the meaning of Section 409A of the Code, and (ii) a Change in Control that constitutes a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5). Any payment made pursuant to clause (i) of the preceding sentence may be made within thirty (30) days following Participant’s “separation from service” from the Company.

8.    Restrictions on New RSUs or Common Shares. In the event that the RSUs or the Common Shares underlying the RSUs are changed into or exchanged for a different number or kind of securities of the Company or of another corporation or other entity by reason of merger, consolidation, recapitalization, reclassification, share split, share dividend or combination of shares, such new or additional or different securities which are issued upon conversion of or in exchange or substitution for RSUs or the Common Shares underlying the RSUs which are then subject to vesting shall be subject to the same vesting conditions as such RSUs or Common Shares, as applicable, unless the Administrator provides for the vesting of the RSUs or the Common Shares underlying the RSUs, as applicable.

9.    Conditions to Issuance of Common Shares. Common Shares issued as payment for the RSUs will be issued out of the Company’s authorized but unissued Common Shares. Upon issuance, such Common Shares shall be fully paid and nonassessable. The Common Shares issued pursuant to this Agreement shall be held in book-entry form and no certificates shall be issued therefor. In addition to the other requirements set forth herein, the Common Shares issued as payment for the RSUs shall be issued only upon the fulfillment of all of the following conditions:

(a)    The admission of such Common Shares to listing on all stock exchanges on which such class of share are then listed;

(b)    The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)    The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)    The lapse of such reasonable period of time as the Administrator may from time to time establish for reasons of administrative convenience; and

(e)    The receipt by the Company of full payment for any applicable withholding or other employment tax or required payments with respect to any such Common Shares to the Company with respect to the issuance or vesting of such Common Shares.

In the event that the Company delays a distribution or payment in settlement of RSUs because it reasonably determines that the issuance of Common Shares in settlement of RSUs will violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as required by Treasury Regulation Section 1.409A-2(b)(7)(ii). The Company shall not delay any payment if such delay will result in a violation of Section 409A of the Code.

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10.    Rights as Shareholder. Neither the Participant nor any person claiming under or through the Participant will have any of the rights or privileges of a shareholder of the Company in respect of any Common Shares deliverable hereunder unless and until such Common Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to the Participant or any person claiming under or through the Participant.

11.    Tax Withholding. The Company, the Partnership or any Subsidiary shall have the authority and the right to deduct or withhold, or require the Participant to remit to such entity, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA obligation) required by law to be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents. In satisfaction of the foregoing requirement or in satisfaction of any additional tax withholding, the Company, the Partnership or any Subsidiary may, or the Administrator may in its discretion allow the Participant to elect to have the Company, the Partnership or any Subsidiary (as applicable), withhold Common Shares otherwise issuable under such award (or allow the return of Common Shares) having a Fair Market Value equal to the sums required to be withheld. Notwithstanding any other provision of the Plan or this Agreement, the number of Common Shares which may be withheld with respect to the issuance, vesting or payment of the RSUs and the Dividend Equivalents in order to satisfy the Participant’s income and payroll tax liabilities with respect thereto shall be limited to the number of shares which have a fair market value on the date of withholding no greater than the aggregate amount of such liabilities based on the maximum individual statutory withholding rates in the applicable jurisdiction.

12.    Remedies. The Participant shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of the RSUs which is in violation of the provisions of this Agreement. Without limiting the generality of the foregoing, the Participant agrees that the Company shall be entitled to obtain specific performance of the obligations of the Participant under this Agreement and immediate injunctive relief in the event any action or proceeding is brought in equity to enforce the same. The Participant will not urge as a defense that there is an adequate remedy at law.

13.    Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of all applicable federal and state laws, rules and regulations (including, but not limited to the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, including without limitation the applicable exemptive conditions of Rule 16b-3 of the Exchange Act) and to such approvals by any listing, regulatory or other governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan, this Agreement and the RSUs shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

14.    Code Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the effective date of this Agreement. Notwithstanding any provision of this Agreement to the contrary, in the event that following the effective date of this Agreement, the Company determines that the RSUs may be subject to Section 409A of the Code and related Department of Treasury guidance (including such Department of Treasury guidance as may be issued after the effective date of this

4

Agreement ), the Company may adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect ), or take any other actions, that the Company determines are necessary or appropriate to (a) exempt the RSUs from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the RSUs, or (b) comply with the requirements of Section 409A of the Code and related Department of Treasury guidance; provided, however, that this Section 15 shall not create any obligation on the part of the Company, the Partnership or any Subsidiary to adopt any such amendment, policy or procedure or take any such other action. For purposes of Section 409A of the Code, any right to a series of payments pursuant to this Agreement shall be treated as a right to a series of separate payments. Notwithstanding anything to the contrary in this Agreement, no amounts shall be paid to the Participant under this Agreement during the six-month period following the Participant’s “separation from service” to the extent that the Administrator determines that the Participant is a “specified employee” (each within the meaning of Section 409A of the Code) at the time of such separation from service and that paying such amounts at the time or times indicated in this Agreement would be a prohibited distribution under Code Section 409A(a)(2)(b)(i). If the payment of any such amounts is delayed as a result of the previous sentence, then on the first business day following the end of such six-month period (or such earlier date upon which such amount can be paid under Section 409A of the Code without being subject to such additional taxes), the Company shall pay to the Participant in a lump-sum all amounts that would have otherwise been payable to the Participant during such six-month period under this Agreement.

15.    No Right to Continued Service. Nothing in this Agreement shall confer upon the Participant any right to continue as a Service Provider of the Company, the Partnership or any Subsidiary, or shall interfere with or restrict in any way the rights of the Company, the Partnership or any Subsidiary, which rights are hereby expressly reserved, to discharge the Participant at any time for any reason whatsoever, with or without cause.

16.    Miscellaneous.

(a)    Incorporation of the Plan. This Agreement is made under and subject to and governed by all of the terms and conditions of the Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. By signing this Agreement, the Participant confirms that he or she has received access to a copy of the Plan and has had an opportunity to review the contents thereof.

(b)    Clawback. This award, the RSUs and the Common Shares issuable with respect to the RSUs shall be subject to any clawback or recoupment policy currently in effect or as may be adopted by the Company, including, but not limited to, as may be amended from time to time.

(c)    Successors and Assigns. Subject to the limitations set forth in this Agreement, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of the Company.

(d)    Entire Agreement; Amendments and Waivers. This Agreement, together with the Plan, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. In the event that the provisions of such other agreement or letter conflict or are inconsistent with the provisions of this Agreement, the provisions of this Agreement shall control. Except as set forth in Section 14 above, this Agreement may not be amended except in an instrument in writing signed on

5

behalf of each of the parties hereto and approved by the Administrator. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

(e)    Severability. If for any reason one or more of the provisions contained in this Agreement or in any other instrument referred to herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any other such instrument.

(f)    Titles. The titles, captions or headings of the Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

(g)    Counterparts. This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile (including, without limitation, transfer by .pdf), and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument.

(h)    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to contracts entered into and wholly to be performed within the State of Maryland by Maryland residents, without regard to any otherwise governing principles of conflicts of law that would choose the law of any state other than the State of Maryland.

(i)    Notices. Any notice to be given by the Participant under the terms of this Agreement shall be addressed to the Director of Human Resources of the Company at the Company’s address set forth in Exhibit A attached hereto. Any notice to be given to the Participant shall be addressed to him or her at the Participant’s then current address on the books and records of the Company. By a notice given pursuant to this Section 16(i), either party may hereafter designate a different address for notices to be given to him or her. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the Participant’s personal representative if such representative has previously informed the Company of his or her status and address by written notice under this Section 16(i) (and the Company shall be entitled to rely on any such notice provided to it that it in good faith believes to be true and correct, with no duty of inquiry). Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail, with postage and fees prepaid, addressed as set forth above or upon confirmation of delivery by a nationally recognized overnight delivery service.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

NET LEASE OFFICE PROPERTIES

a Maryland real estate investment trust

By:

Name:

Title:

The Participant hereby accepts and agrees to be bound by all of the terms and conditions of this Agreement.

Name:

7

Exhibit A

Vesting Schedule and Notice Address

Grant Date: [_______]

Vesting Schedule: The RSUs shall vest in full on the first anniversary of the Grant Date.

Company Address

Net Lease Operating Properties

One Manhattan West

895 9th Avenue, 58th Floor

New York, NY 10001

EX-10.4

Exhibit 10.4

LOAN AGREEMENT

Dated as of September 20, 2023

Between

THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO,

collectively, as Borrower

and

JPMORGAN CHASE BANK, N.A.,

as Lender

NLO Office Portfolio

TABLE OF CONTENTS

			Page
ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
	Section 1.1	Definitions	1
	Section 1.2	Principles of Construction	47
ARTICLE II – GENERAL TERMS			49
	Section 2.1	Loan; Disbursement to Borrower	49
	2.1.1	Agreement to Lend and Borrow	49
	2.1.2	Single Disbursement to Borrower	49
	2.1.3	The Note, Mortgage, Pledge Agreement and Loan Documents	52
	2.1.4	Use of Proceeds	53
	Section 2.2	Interest Rate	53
	2.2.1	Interest Rate	53
	2.2.2	Interest Calculation	53
	2.2.3	Determination of Interest Rate	53
	2.2.4	Additional Costs	56
	2.2.5	Default Rate	56
	2.2.6	Usury Savings	56
	2.2.7	Interest Rate Cap Agreement	57
	Section 2.3	Loan Payment	60
	2.3.1	Monthly Debt Service Payments	60
	2.3.2	Payments Generally	60
	2.3.3	Payment on Maturity Date	61
	2.3.4	Late Payment Charge	61
	2.3.5	Method and Place of Payment	61
	2.3.6	Administration Fee	61
	Section 2.4	Prepayments	61
	2.4.1	Voluntary Prepayments	61
	2.4.2	Mandatory Prepayments	62
	2.4.3	Prepayments After Default	64
	2.4.4	Exit Fee	64
	Section 2.5	Release of Property	64
	2.5.1	Release of all Properties Upon Payment in Full	64
	2.5.2	Release of Individual Property	64
	Section 2.6	Lockbox Account/Cash Management	66
	2.6.1	Lockbox Account	66
	2.6.2	Cash Management Account	67
	Section 2.7	Withholding Taxes	70
	Section 2.8	Extension of the Initial Maturity Date	73

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ARTICLE III – INTENTIONALLY OMITTED			75
ARTICLE IV – REPRESENTATIONS AND WARRANTIES			75
	Section 4.1	Borrower Representations	75
	4.1.1	Organization	75
	4.1.2	Proceedings	75
	4.1.3	No Conflicts	75
	4.1.4	Litigation	76
	4.1.5	Agreements	76
	4.1.6	Title	76
	4.1.7	Solvency	77
	4.1.8	Full and Accurate Disclosure	78
	4.1.9	ERISA	78
	4.1.10	Compliance	78
	4.1.11	Financial Information	79
	4.1.12	Condemnation	79
	4.1.13	Federal Reserve Regulations	79
	4.1.14	Utilities and Public Access	79
	4.1.15	Not a Foreign Person	80
	4.1.16	Separate Lots	80
	4.1.17	Assessments	80
	4.1.18	Enforceability	80
	4.1.19	No Prior Assignment	80
	4.1.20	Insurance	80
	4.1.21	Use of Property	81
	4.1.22	Certificate of Occupancy; Licenses	81
	4.1.23	Flood Zone	81
	4.1.24	Physical Condition	81
	4.1.25	Boundaries	81
	4.1.26	Leases	81
	4.1.27	Condominium	82
	4.1.28	Inventory	83
	4.1.29	Filing and Recording Taxes	83
	4.1.30	Special Purpose Entity/Separateness	83
	4.1.31	Management Agreement	87
	4.1.32	Illegal Activity	87
	4.1.33	No Change in Facts or Circumstances; Disclosure	87
	4.1.34	Investment Company Act	87
	4.1.35	Embargoed Person	87
	4.1.36	Principal Place of Business; State of Organization	88
	4.1.37	Intentionally Omitted	88

ii

	4.1.38	Cash Management Account	88
	4.1.39	Taxes	89
	4.1.40	Anti-Corruption	89
	4.1.41	Ground Lease	89
	4.1.42	PILOT Leases and PILOT Lease Documents	90
	4.1.43	REA	92
	Section 4.2	Survival of Representations	92
ARTICLE V – BORROWER COVENANTS			92
	Section 5.1	Affirmative Covenants	92
	5.1.1	Existence; Compliance with Legal Requirements	92
	5.1.2	Taxes and Other Charges	93
	5.1.3	Litigation	94
	5.1.4	Access to the Properties	94
	5.1.5	Notice of Default	94
	5.1.6	Cooperate in Legal Proceedings	94
	5.1.7	Condominium	95
	5.1.8	Award and Insurance Benefits	97
	5.1.9	Further Assurances	97
	5.1.10	Principal Place of Business, State of Organization	98
	5.1.11	Financial Reporting	98
	5.1.12	Business and Operations	101
	5.1.13	Title to the Properties	101
	5.1.14	Costs of Enforcement	101
	5.1.15	Estoppel Statement	101
	5.1.16	Loan Proceeds	102
	5.1.17	ERM Items	102
	5.1.18	Intentionally Omitted	102
	5.1.19	Intentionally Omitted.	102
	5.1.20	Leasing Matters	102
	5.1.21	Alterations	103
	5.1.22	Operation of Property	104
	5.1.23	Embargoed Person	104
	5.1.24	Intentionally Omitted	105
	5.1.25	Taxes	105
	5.1.26	Ground Leases	105
	5.1.27	PILOT Leases	108
	5.1.28	REA	111
	Section 5.2	Negative Covenants	111
	5.2.1	Operation of Property	111
	5.2.2	Liens	111

iii

	5.2.3	Dissolution	111
	5.2.4	Change In Business	111
	5.2.5	Debt Cancellation	112
	5.2.6	Zoning	112
	5.2.7	No Joint Assessment	112
	5.2.8	Advisory Agreement	112
	5.2.9	ERISA	112
	5.2.10	Transfers	113
	5.2.11	Ground Lease	116
	5.2.12	PILOT Leases; PILOT Lease Documents	116
ARTICLE VI – INSURANCE; CASUALTY; CONDEMNATION			117
	Section 6.1	Insurance	117
	Section 6.2	Casualty	122
	Section 6.3	Condemnation	122
	Section 6.4	Restoration	123
ARTICLE VII – RESERVE FUNDS			128
	Section 7.1	Required Repairs	128
	7.1.1	Deposits	128
	7.1.2	Release of Required Repair Funds	128
	Section 7.2	Tax and Insurance Escrow Fund	129
	Section 7.3	Replacements and Replacement Reserve	130
	7.3.1	Replacement Reserve Fund	130
	7.3.2	Disbursements from Replacement Reserve Account	131
	7.3.3	Performance of Replacements	132
	7.3.4	Failure to Make Replacements	133
	7.3.5	Balance in the Replacement Reserve Account	133
	Section 7.4	Rollover Reserve	134
	7.4.1	Deposits to Rollover Reserve Fund	134
	7.4.2	Withdrawal of Rollover Reserve Funds	134
	Section 7.5	Ground Lease Reserve	135
	7.5.1	Deposits to Ground Lease Fund	135
	7.5.2	Release of Ground Lease Reserve Fund	135
	Section 7.6	Corporate Reserve Fund	136
	Section 7.7	Additional Reserves	136
	7.7.1	PPD HVAC Repairs	136
	7.7.2	PPD Dispute Reserve	137
	7.7.3	ERM Reserve	137
	Section 7.8	Excess Cash Flow Reserve Fund	138
	7.8.1	Deposits to Excess Cash Flow Reserve Fund	138

iv

	7.8.2	Release of Excess Cash Flow Reserve Funds	138
	Section 7.9	Reserve Funds, Generally	141
ARTICLE VIII – DEFAULTS			142
	Section 8.1	Event of Default	142
	Section 8.2	Remedies	146
	Section 8.3	Remedies Cumulative; Waivers	148
ARTICLE IX – SPECIAL PROVISIONS			148
	Section 9.1	Loan Bifurcation	148
	9.1.1	Component Note; New Mezzanine Loan	148
	Section 9.2	Assignments and Participations; Securitization	151
	9.2.1	Assignments and Participations	151
	9.2.2	Securitization	154
	9.2.3	Administrative Agent	160
	Section 9.3	Exculpation	162
	Section 9.4	Matters Concerning Manager	167
	Section 9.5	Servicer	167
	Section 9.6	Recognition Agreement; Intercreditor Agreement	168
ARTICLE X – MISCELLANEOUS			169
	Section 10.1	Survival	161
	Section 10.2	Lender’s Discretion	161
	Section 10.3	Governing Law	161
	Section 10.4	Modification, Waiver in Writing	170
	Section 10.5	Delay Not a Waiver	170
	Section 10.6	Notices	171
	Section 10.7	Trial by Jury	172
	Section 10.8	Headings	172
	Section 10.9	Severability	172
	Section 10.10	Preferences	173
	Section 10.11	Waiver of Notice	173
	Section 10.12	Remedies of Borrower	173
	Section 10.13	Expenses; Indemnity	173
	Section 10.14	Schedules Incorporated	175
	Section 10.15	Offsets, Counterclaims and Defenses	175
	Section 10.16	No Joint Venture or Partnership; No Third-Party Beneficiaries	176
	Section 10.17	Publicity	176
	Section 10.18	Cross Default; Cross Collateralization; Waiver of Marshalling of Assets	176
	Section 10.19	Waiver of Counterclaim	177

v

Section 10.20	Conflict; Construction of Documents; Reliance	177
Section 10.21	Brokers and Financial Advisors	177
Section 10.22	Prior Agreements	178
Section 10.23	Joint and Several Liability	178
Section 10.24	Certain Additional Rights of Lender (VCOC)	178
Section 10.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	178
Section 10.26	Counterparts; Electronic Signatures	179

vi

SCHEDULES AND EXHIBITS

Schedule 1.1(a)	—	Release Amounts
Schedule 2.1.2(b)-A	—	Post-Closing Requirements
Schedule 2.1.2(b)-B	—	Post-Closing Items
Schedule 2.5.2 —	BCBS Release Parcels
Schedule 4.1.1 —	Organizational Chart of Borrower
Schedule 4.1.4 —	Tax Contests
Schedule 4.1.5 —	Material Financial Obligations
Schedule 4.1.20	—	Insurance Claims
Schedule 4.1.26-A	—	Rent Roll
Schedule 4.1.26-B	—	Unfunded Obligations
Schedule 4.1.26-C	—	Tenant Options
Schedule 4.1.31	—	Managers
Schedule 4.1.42	—	PILOT Leases
Schedule 4.1.43	—	REAs
Schedule 5.1.11(c)	—	Monthly Sales Report
Schedule 5.1.17	—	ERM Items
Schedule 7.1.1 —	Required Repairs - Deadlines for Completion
Schedule 9.2	—	Disqualified Persons
Exhibit A	—	Borrower
Exhibit B-1 – B-4	—	Tax Compliance Certificates

vii

LOAN AGREEMENT

THIS LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 20, 2023 (the “Closing Date”), between JPMORGAN CHASE BANK, N.A., having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and THE ENTITIES IDENTIFIED ON EXHIBIT A ATTACHED HERETO, each having its principal place of business at c/o W. P. Carey Inc., One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001 (each, an “Individual Borrower” and collectively, “Borrower”).

W I T N E S S E T H:

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“3900 Paramount Parkway HVAC Issue” shall mean the alleged failure of the HVAC system at the property located at 3900 Paramount Parkway, Morrisville, NC 27560, which may require the following repairs (along with any other repairs or replacements required to resolve the PPD Dispute, collectively, the “PPD HVAC Repairs”): (i) compressor replacement, (ii) replacement and/or repair, as appropriate, of various leaking circuits, (iii) replacement of schrader valves, and (iv) repair of fan motors, as described in (a) that certain default notice, dated March 22, 2022, delivered by the tenant, PPD Development, L.P. (“PPD”), to the landlord, Morrisville Landlord (NC) LP, and (b) that certain notice, dated August 11, 2022, delivered by the landlord, Morrisville Landlord (NC) LP, to the former owner of the property located at 3900 Paramount Parkway, Morrisville, NC 27560, RT Research Triangle LP.

“Acceptable Counterparty” shall mean a counterparty to the Interest Rate Cap Agreement (or the guarantor of such counterparty’s obligations) that (a) has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, (i) a long-term unsecured debt rating of not less than “A-” by S&P and (ii) a long-term unsecured debt rating of not less than “A3” from Moody’s or (b) is otherwise acceptable to Lender.

“Additional Insolvency Opinion” shall mean a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date reasonably satisfactory in form and substance to Lender, and delivered by Reed Smith LLP or counsel otherwise reasonably satisfactory to Lender.

“Adjusted Release Amount” shall mean, for each Individual Property, the greater of (i) the Net Sales Proceeds from the sale of such Individual Property and (ii) the sum of (x) one hundred twenty percent (120%) of the Release Amount for such Individual Property and (y) one hundred twenty percent (120%) of the Release Amount (as defined in the Mezzanine Loan Agreement) for such Individual Property (or such lesser amount if acceptable to Lender in its good faith discretion).

“Administration Fee” shall have the meaning set forth in Section 2.3.6 hereof.

“Administrative Agent” shall have the meaning set forth in Section 9.2.3 hereof.

“Advisory Agreement” shall mean that certain Advisory Agreement, dated on or about the Funding Date, between an Affiliate of WPC and Guarantor, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, as approved by Lender pursuant to Section 2.1.2(h).

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

“Affiliate” shall mean, as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person, (b) is a director or officer of such Person, or (c) is a director or officer of a Person that Controls such Person.

“Affiliated Manager” shall mean any Manager that is controlled, directly or indirectly, by Guarantor.

“Affiliated Tenant” shall mean any Tenant that is controlled, directly or indirectly, by Guarantor.

“Annual Budget” shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by or on behalf of Borrower in accordance with Section 5.1.11(d) hereof for the applicable Fiscal Year or other period.

“Annual Required REIT Distribution Amount” shall mean, for any Fiscal Year, a good faith estimate of the amount of cash necessary to be distributed by the Mezzanine Borrower to (i) maintain its status as a REIT and (ii) prevent it from being subject to tax under Section 857(b) or Section 4981 of the Code based on the assumptions that (w) distributions in respect of Mezzanine Borrower Preferred Interests and any Subsidiary REIT Preferred Interests, as applicable, are made prior to any distributions on Mezzanine Borrower Common Equity Interests and any Subsidiary REIT Common Equity Interests, as applicable, for such Fiscal Year,

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(x) to the extent any amounts would be required to be distributed in respect of Mezzanine Borrower Common Equity Interests to satisfy clause (i) or clause (ii) (with such amount determined for this purpose without regard to any Consent Dividend) (A) the first $1,000,000 of such amount is made solely in cash, (B) the portion of such amount in excess of $1,000,000 is satisfied with a Consent Dividend until the quotient of $1,000,000 over the amount described in this clause (B) equals the Minimum Cash Percentage, and (C)the Minimum Cash Percentage of the remaining portion of such amount in excess of the amounts described in clauses (A) and (B) is made in cash and the balance is satisfied with a Consent Dividend, and (y) amounts distributed with respect to Mezzanine Borrower Preferred Interests and any Subsidiary REIT Preferred Interests are made in cash. The Annual Required REIT Distribution Amount for any Fiscal Year shall be estimated each quarter at the time Borrower requests any disbursement to Mezzanine Borrower for Quarterly REIT Distributions pursuant to Section 7.8.2(a)(i) based on information and projections available to the Borrower at such time.

“Annual TRS Tax Distribution Amount” shall mean, for any Fiscal Year, with respect to each TRS Subsidiary, the product of (i) a good faith estimate of the net income or gain allocable to such TRS Subsidiary reduced by any net losses available to such TRS Subsidiary that would reasonably be expected to be deductible against such net income or gain in computing such TRS Subsidiary’s income tax liabilities for such Fiscal Year and (ii) a good faith estimate of the effective income tax rate applicable to such TRS Subsidiary for such Fiscal Year that, without limitation, takes into account the estimated income and franchise tax apportionment factor for each state and local jurisdiction in which such TRS Subsidiary is anticipated to file income or franchise tax returns for such Fiscal Year, the deductibility of state and local taxes for U.S. federal income tax purposes and any tax credits that would reasonably be expected to be available to such TRS Subsidiary in computing its tax liabilities for such Fiscal Year. The Annual TRS Tax Distribution Amount shall be estimated each quarter at the time Borrower requests any disbursement to the relevant TRS Subsidiary for Quarterly TRS Tax Distributions pursuant to Section 7.8.2(a)(ii) and shall be appropriately adjusted to the extent that the actual income tax liabilities of the TRS Subsidiary(ies) for a prior Fiscal Year are more or less than the Annual TRS Tax Distribution Amount for such prior Fiscal Year.

“Anti-Corruption Obligation” shall have the meaning set forth in Section 4.1.40 hereof.

“Anti-Money Laundering Laws” shall mean any laws relating to money laundering or terrorist financing, including, without limitation, (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, and (E) the Patriot Act.

“Approved Annual Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Approved Leasing Expenses” shall mean actual out-of-pocket expenses to unaffiliated third-parties (except with respect to expenses to Affiliates of Borrower or Guarantor to the extent such expenses have been expressly approved by Lender) incurred by Borrower in leasing space at the Properties pursuant to Leases entered into in accordance with the Loan

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Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease (to the extent such approval is required hereunder), (B) incurred in the ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, and Lender shall have received a budget for such tenant improvement costs and a schedule of leasing commission payments payable in connection therewith, or (C) otherwise approved by Lender, which approval shall not be unreasonably withheld or delayed, and (ii) are substantiated by executed Lease documents and brokerage agreements. “Approved Leasing Expenses” shall also include costs and expenses incurred in connection with the BCBS Lease Modifications in accordance with Section 5.1.20 hereof.

“Assessments” shall mean all fees, dues, charges, and assessments, whether annual, monthly, regular, special or otherwise under the Condominium Documents.

“Asset Advisory Fees” shall mean the Management Fee (as defined in the Advisory Agreement) to be paid pursuant to the Advisory Agreement (not to exceed $7,500,000.00 per annum in the aggregate).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee in accordance with Section 9.2, and in substantially the form customarily used by Lender in connection with the participation or syndication of mortgage loans at the time of such assignment.

“Assignment of Interest Rate Cap Agreement” shall have the meaning set forth in Section 2.2.7(a) hereof.

“Assignment of Management Agreement” shall mean, with respect to each Individual Property that is managed by a Manager pursuant to a Management Agreement, an Assignment of Management Agreement and Subordination of Management Fees, dated as of the date hereof or as of the date the same is entered into in accordance with the terms of this Agreement (if required), among Lender, the applicable Individual Borrower and the applicable Manager, as each same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any portion of the Property.

“Bail-in Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-in Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as

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amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition, filing any insolvency or reorganization case or proceeding, instituting proceedings to have such Person be adjudicated bankrupt or insolvent or otherwise seeking relief, in each case under the Bankruptcy Code or any other Insolvency Law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Insolvency Law); (c) such Person (x) soliciting or causing to be solicited petitioning creditors for, or (y) supporting, colluding with respect to, consenting to or otherwise acquiescing in, approving or joining in any involuntary petition filed against it by any other Person under the Bankruptcy Code or any Insolvency Law; (d) the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Person or any portion of any Individual Property); (e) any Person applies for, or otherwise commences any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Person or any portion of any Individual Property; (f) the commencement of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against any portion of any Individual Property); (g) such Person making an assignment for the benefit of creditors; or (h) such Person admitting, in writing (other than in correspondence with Lender in connection with a workout or restructuring of the Loan) or in any legal proceeding, its insolvency or its general inability to pay its debts as they become due (except as may be required under subpoena or pursuant to any court required document).

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated or governing proceedings thereunder.

“BCBS Borrower” shall Health Landlord (MN), LLC, a Delaware limited liability company.

“BCBS Lease Modifications” shall mean any amendments, extensions and/or terminations by BCBS Borrower of certain Leases with BCBSM, Inc., as described in that certain Letter of Intent, dated as of August 17, 2023 (the “BCBS LOI”).

“BCBS Release Parcels” shall mean, collectively, the parcels of land described on Schedule 2.5.2 hereof.

“Benchmark” shall mean (i) initially, and continuing unless and until replaced by a Benchmark Replacement pursuant to Section 2.2.3(d) hereof, Term SOFR, and (ii) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR or the then-current Benchmark, then the applicable Benchmark Replacement.

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“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by Lender for the applicable Benchmark Replacement Date:

(1)SOFR Average; or

(2)subject to the provisos at the end of this section, the sum of: (A) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark and (B) the related Benchmark Replacement Adjustment; or

(3)subject to the provisos at the end of this section, the sum of: (A) the ISDA Fallback Rate and (B) the related Benchmark Replacement Adjustment; or

(4)the sum of: (A) the alternate rate of interest that has been selected by Lender as the replacement for the then-current Benchmark giving due consideration to any industry-accepted rate of interest as a replacement to the then-current Benchmark for U.S. dollar-denominated floating rate loans and provided such replacement is being implemented consistently across similarly situated loans held by Lender and (B) the related Benchmark Replacement Adjustment;

provided that, in the case of clauses (2) and (3) above, such rate, or the underlying rates component thereof, is or are displayed on a screen or other information service that publishes such rate or rates from time to time selected by Lender in its reasonable discretion. Notwithstanding the foregoing or anything herein to the contrary, in no event shall the Benchmark Replacement be less than 3.85%.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the first alternative set forth in the order below that can be determined by Lender as of the applicable Benchmark Replacement Date:

(1)subject to the proviso at the end of this definition, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected, endorsed or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; or

(2)subject to the proviso at the end of this definition, if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; or

(3)the spread adjustment (which may be a positive or negative value or zero) that has been selected by Lender giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment and provided such replacement is being implemented consistently across

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similarly situated loans held by Lender, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate loans at such time;

provided that, in the case of clause (1) and (2) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by Lender in its reasonable discretion.

“Benchmark Replacement Conditions” shall have the meaning set forth in Section 2.2.3(d) hereof.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark permanently or indefinitely ceases to provide such Benchmark; or

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark has been determined and announced by the regulatory supervisor for the administrator of such Benchmark to be non-representative (which, if the regulatory supervisor has announced a specified future date that such Benchmark will not be representative, will be such specified future date); provided that, such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark continues to be provided on such date; or

(3)in the case of clause (4) of the definition of “Benchmark Transition Event,” the date of the Applicable Change in Law.

Notwithstanding the foregoing, in no event shall the applicable Benchmark Replacement Date occur prior to the later of (x) satisfaction of the Benchmark Replacement Conditions and any applicable Conforming Changes and (y) 30 days after a Benchmark Transition Event.

“Benchmark Replacement Rate” shall mean the sum of (i) the applicable Benchmark Replacement in the event that such Benchmark Replacement has replaced the prior Benchmark pursuant to Section 2.2.3(d) hereof and (ii) the Spread; provided that in no event will the Benchmark Replacement Rate be less than the Minimum Rate.

“Benchmark Replacement Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon any Benchmark other than the Term SOFR Reference Rate.

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

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

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

(3)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark announcing that such Benchmark is not, or as of a specified future date will not be, representative; or

(4)a Change in Law that Lender determines (which determination shall be conclusive and binding for all purposes absent manifest error) prohibits, restricts or limits the use of such Benchmark (upon such determination, an “Applicable Change in Law”).

“Benchmark Unavailability Period” shall mean (i) if a Benchmark Transition Event has not occurred, unless and until a Benchmark Replacement is implemented with respect to the then-current Benchmark in accordance with clause Section 2.2.3(d) below, each (if any) Interest Period for which, Lender for any reason determines (which determination shall be conclusive and binding absent manifest error) that, other than as a result of a Benchmark Transition Event reasonable and adequate means do not exist for ascertaining the then-current Benchmark for an applicable Interest Period, (ii) if a Benchmark Transition Event has occurred, the period (if any) (x) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 2.2.3(d) and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark, or (iii) at any time, (x) beginning at the time of the adoption of any requirement of law or any change therein or in the interpretation or application thereof that makes it unlawful for any Lender to maintain the Loan at the then current Benchmark as contemplated hereunder (such occurrence, an “Illegality Condition”) and (y) ending at the time any such Illegality Condition is no longer in effect.

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

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“Borrower Party”and “Borrower Parties” shall mean each of Borrower, Principal, Mezzanine Borrower, Pledgor, Holdco, TRS and any Subsidiary REIT.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(h) hereof.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of any Servicer or the financial institution that maintains any collection account for or on behalf of any Servicer or any Reserve Funds or the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash Management Account” shall have the meaning set forth in Section 2.6.2(a) hereof.

“Cash Management Agreement” shall mean that certain Cash Management Agreement, dated as of the Funding Date, by and between Holdco and Cash Management Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Cash Management Bank” shall mean JPMorgan Chase Bank Funding Inc., or any successor Eligible Institution acting as Cash Management Bank under the Cash Management Agreement.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

“Casualty Consultant” shall have the meaning set forth in Section 6.4(b)(iii) hereof.

“Casualty Retainage” shall have the meaning set forth in Section 6.4(b)(iv) hereof.

“Cause” shall mean, with respect to an Independent Director, (a) acts or omissions by such Independent Director that constitute systematic and persistent or willful disregard, or bad faith or gross negligence, of such Independent Director’s duties, (b) such Independent Director has engaged in, been indicted or convicted for fraud or other acts constituting any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements, (c) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent Director,” (d) 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”, (e) such Independent Director is unable to perform his or her duties due to death, disability or incapacity or (f) any other reason for which the prior written consent of Lender shall have been obtained.

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“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, (c) adjustments to the Regulation D reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) announced by the Board of Governors of the Federal Reserve, or (d) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in the case of both clauses (i) and (ii) be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued (regardless of whether currently in force and effect).

“Closing Date” shall have the meaning set forth in the introductory paragraph hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Condemnation Proceeds” shall have the meaning set forth in Section 6.4(b).

“Common Elements” shall mean the Common Element(s) (as defined in the Condominium Documents).

“Condominium” shall mean the Condominium of Lower Makefield Corporate Center – South Campus established pursuant to the Condominium Documents.

“Condominium Association” shall mean Lower Makefield Corporate Center – South Campus Condominium Association.

“Condominium Board” shall mean the executive board of the Condominium Association.

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“Condominium Borrower” shall mean MEDI (PA) LLC (successor by conversion to Medi (PA) Limited Partnership).

“Condominium Documents” shall mean, individually and/or collectively, as the context may require, (i) those certain By-Laws of Lower Makefield Corporate Center – South Campus Condominium Association and (ii) that certain Declaration of Condominium of Lower Makefield Corporate Center – South Campus, as each of the same may be amended, modified or supplemented from time to time.

“Condominium Member” shall mean any director on the Condominium Board.

“Condominium Unit” shall mean the condominium unit subject to the lien of the Mortgage, which condominium unit is the Unit known as Unit 3 (as defined in the Condominium Documents), together with the applicable Condominium Borrower’s interest in the Common Elements thereof.

“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including, without limitation, changes to the definitions of “Business Day,” “Determination Date,” “Interest Period,” “Payment Date,” “U.S. Government Securities Business Day,” rounding of amounts, timing and frequency of determining rates and making payments of interest, the applicability and length of lookback periods, and other technical, administrative or operational matters) that Lender decides, from time to time, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Lender in a manner substantially consistent with market practice for floating rate loans (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Section 2.7 Taxes or branch profits Section 2.7 Taxes.

“Consent Dividend” shall have the meaning ascribed in Section 561(a)(2) of the Code.

“Contribution Agreement” shall mean that certain Contribution Agreement, dated as of the date hereof, among each Individual Borrower and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise; provided that (x) a Person shall not be deemed to lack Control even though certain decisions may be subject to customary “major

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decision” consent or approval rights in favor of another Person, and (y) a Person shall not be deemed to have Control even though such Person retains certain customary “major decision” consent or approval rights over another Person. “Controlled” and “Controlling” shall have correlative meanings.

“Corporate Fee Annual Amount” shall have the meaning set forth in Section 7.6 hereof.

“Corporate Reserve Fund” shall have the meaning set forth in Section 7.6 hereof.

“Covered Disclosure Information” shall have the meaning set forth in Section 9.2.2(b) hereof.

“Covered Rating Agency Information” shall have the meaning set forth in Section 10.13(d) hereof.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon and all other sums (including, but not limited to, any Breakage Costs, any MDP Penalty Fees, the Ticking Fee, the Administration Fee and the Exit Fee) due to Lender in respect of the Loan under the Note, this Agreement, the Mortgages or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, the scheduled interest payments due under this Agreement and the Note.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which the numerator is Net Operating Income (with a deduction for amounts paid to the Reserve Funds) and the denominator is the aggregate amount of (x) Debt Service for such period, assuming the index component of the interest rate is equal to the strike price and (y) “Debt Service” as defined in the Mezzanine Loan Agreement. Lender’s good faith determination of the “Debt Service Coverage Ratio” shall be conclusive and binding absent manifest error.

“Debt Yield” shall mean, as of any date of determination, the percentage obtained by dividing: (a) the Net Operating Income (excluding interest on credit accounts and using annualized operating expenses for any recurring expenses not paid monthly (e.g. Taxes and Insurance Premiums)) for the immediately preceding twelve (12) full calendar month period for the Property as of the date of determination as set forth in the statements required hereunder, without deduction for amounts paid to the Reserve Funds; and (b) the outstanding principal balance of the Loan as of the date of such calculation.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

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“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate or (b) five percent (5%) above the Interest Rate.

“Designated Borrower” shall mean any Individual Borrower selected by Borrower for purposes of the Interest Rate Cap Agreement (and any Replacement Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement).

“Determination Date” shall mean, with respect to any determination of the Benchmark applicable to an Interest Period, the date that is two (2) U.S. Government Securities Business Days preceding the first day of the applicable Interest Period.

“Disclosure Documents” shall mean, collectively, any written materials used or provided to any prospective investors and/or the Rating Agencies in connection with any public offering or private placement in connection with a Securitization (including, without limitation, a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents, marketing materials or information provided to prospective investors), in each case in preliminary or final form and including any amendments, supplements, exhibits, annexes and other attachments thereto.

“Disqualified Persons” means, individually and/or collectively, as the context may require, all private or publicly traded net lease REITs and private sponsors focused on net leases or office investments and their Affiliates, including without limitation, each Person (including each such Person’s respective Affiliates) listed on Schedule 9.2 of this Agreement, but excluding, with respect to private sponsors, such Persons effectuating a credit fund strategy and GIC (Realty) Private Limited and its Affiliates.

“Distribution” shall mean a distribution of the common shares of SpinCo Trust by WPC to its shareholders.

“Division” shall mean, as to any Person, such Person dividing and/or otherwise engaging in and/or becoming subject to, in each case, any division pursuant to, or as permitted by, §18-217 of the Delaware Limited Liability Company Act.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway

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“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts (or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts (or subaccounts thereof) maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity that has a short-term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s in the case of accounts in which funds are held for thirty (30) days or less (or, in the case accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A2” by Moody’s) and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000.00 and subject to supervision or examination by federal and state authority, as applicable. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P and “P-1” by Moody’s in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of letters of credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A+” by S&P and “Aa3” by Moody’s), or (b) each of JPMorgan Chase Bank, National Association and JPMorgan Chase Funding Inc.

“Embargoed Person” shall mean any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act (including the anti terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated Nationals and Specially Designated Global Terrorists, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall mean, with respect to each Individual Property, the “Equipment” defined in the granting clause of the Mortgage for such Individual Property.

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“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any Person that for purposes of Title IV of ERISA is a member of any Borrower Party’s or Guarantor’s controlled group or under common control with any Borrower Party or Guarantor, within the meaning of Section 414 of the Code.

“ERISA Event” shall mean shall mean (a) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (“PBGC”); (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of Borrower, Guarantor, or any ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by Borrower, Guarantor, or any ERISA Affiliates from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 430(e) of the Internal Revenue Code or Section 303(k)(1)(A) and (B) of ERISA to the creation of a lien upon property or assets or rights to property or assets of Borrower, Guarantor, or any ERISA Affiliates for failure to make a required payment to a Plan are satisfied; (g) the termination of, or filing of a notice of termination with respect to, a Plan by the Borrower, Guarantor or any ERISA Affiliate, or by the PBGC pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; (h) any failure by any Plan to satisfy the minimum funding standards, within the meaning of Sections 412 or 430 of the Internal Revenue Code or Section 302 of ERISA, whether or not waived; (i) the determination that any Plan is or is expected to be in “at-risk” status, within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA or (j) the receipt by Borrower, Guarantor, or any ERISA Affiliate of any notice concerning the imposition of liability with respect to the withdrawal or partial withdrawal from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical status” (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA).

“ERM Account” shall have the meaning set forth in Section 7.7.3 hereof.

“ERM Reserve Funds” shall have the meaning set forth in Section 7.7.3 hereof.

“ERM Items” shall mean the remediation and repair requirements described in Schedule 5.1.17 attached hereto.

“Escrow Agreement” shall mean that certain escrow instruction letter, dated as of the Closing Date, by Skadden, Arps, Slate, Meagher & Flom LLP, as counsel to Lender, and agreed to by (i) Borrower, (ii) Stewart Title Guaranty Company, as escrow agent, (iii) Stewart Title Guaranty Company, as lead title insurer, (iv) National Land Tenure Company, LLC, as

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agent for Fidelity National Title Insurance Company, as co-title insurer, and (v) Stewart Title Guaranty Company, as UCC insurer (“UCC Insurer”).

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in Section 2.6.2(f)(xi) hereof.

“Excess Cash Flow Reserve Account” shall have the meaning set forth in Section 7.8.1 hereof.

“Excess Cash Flow Reserve Fund” shall have the meaning set forth in Section 7.8.1 hereof.

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

“Excluded Taxes” shall mean any of the following Section 2.7 Taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender: (a) Section 2.7 Taxes imposed on or measured by net income (however denominated), franchise Section 2.7 Taxes, and branch profits Section 2.7 Taxes, in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Section 2.7 Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Section 2.7 Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Section 2.7 Taxes were payable either to such Lender’s assignor or participating Lender immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Section 2.7 Taxes attributable to such Lender’s failure to comply with Section 2.7(e) and (d) any withholding Section 2.7 Taxes imposed under FATCA.

“Exit Fee” shall mean, subject to Section 2.4.4, an amount equal to one percent (1.00%) of the amount of the Loan that is being repaid, in each case, due and payable from time to time upon the earlier to occur of repayment or prepayment of all or any portion of the Loan in accordance with the terms of this Agreement or when due (including on the Maturity Date).

“Extended Maturity Date” shall have the meaning set forth in Section 2.8 hereof.

“Extension Option” shall have the meaning set forth in Section 2.8 hereof.

“Extension Term” shall have the meaning set forth in Section 2.8 hereof.

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“Extraordinary Expense” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(i) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the foregoing.

“Federal Funds Rate” shall mean, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that if such rate is not so published for any day which is a Business Day, the Federal Funds Rate for such day shall be the average of the quotation for such day on such transactions received by Lender from three federal funds brokers of recognized standing selected by Lender. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Federal Funds Rate Loan” shall mean the Loan at such time as interest thereon accrues at the Federal Funds Rate.

“First MDP Deadline” shall have the meaning set forth in Section 2.4.2(b)(i)(A) hereof.

“First MDP Threshold” shall have the meaning set forth in Section 2.4.2(b)(i)(A) hereof.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall mean, with respect to each Individual Property, the “Fixtures” as defined in the granting clause of the Mortgage for such Individual Property.

“Foreign Lender” shall mean a Lender that is not a U.S. Person.

“Foreign Plan” shall mean each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or arrangement that is not subject to U.S. law and is maintained or contributed to by Borrower or Guarantor or pursuant to which Borrower or Guarantor could have any liability.

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“Funding Conditions” shall have the meaning set forth in Section 2.1.2 hereof.

“Funding Date” shall mean the date of the funding of the Loan in accordance with Section 2.1.2 hereof.

“G&A Direct Fee” shall mean the amounts to be paid by or on behalf of Guarantor or the Loan Parties pursuant to the Advisory Agreement for certain general and administrative expenses incurred by such Persons.

“G&A Fee Reimbursement” shall mean the amount to be paid to the applicable Affiliate of WPC pursuant to the Advisory Agreement as a reimbursement for certain general and administrative expenses, including the Administrative Reimbursement (as defined in the Advisory Agreement).

“G&A Fees” shall mean, collectively, (i) the G&A Direct Fee and (ii) the G&A Fee Reimbursement.

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

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Gross Income from Operations” shall mean, during any period, all sustainable income as reported on the most recent financial statements delivered by Borrower in accordance with this Agreement, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source during such period, including, but not limited to, (i) Rents from Tenants that are in occupancy (unless such Tenant is Investment Grade, in which event such Rents shall be included regardless of occupancy status) and paying full contractual rent without right of offset or credit (unless such Tenant is not paying full contractual rent due to a gap rent or free rent period expressly provided for in the applicable Lease but the full amount of such free rent or gap rent has been reserved with Lender), (ii) utility charges, (iii) escalations, (iv) forfeited security deposits, (v) interest on credit accounts, (vi) service fees or charges, (vii) license fees, (viii) parking fees, (ix) rent concessions or credits, (x) income from vending machines, (xi) business interruption or other loss of income or rental insurance proceeds, (xii) other required pass-throughs and (xiii) interest on Reserve Funds, if any, but excluding (i) Rents from month-to-month Tenants, Tenants during a free-rent period (unless such Tenant is not paying full contractual rent due to a free rent period expressly provided for in the applicable Lease but the full amount of such free rent or gap rent has been reserved with Lender), or Tenants that are included in any Bankruptcy Action, (ii) sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, (iii) refunds and uncollectible accounts, (iv) sales of furniture, fixtures and equipment, (v) Insurance Proceeds (other than business interruption or other loss of income or rental insurance), (vi) Awards, (vii) unforfeited security deposits, (viii) utility and other similar deposits, (ix) any disbursements to Borrower from the Reserve Funds, if any, (x) Rent from

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Tenants in monetary or material non-monetary default under their Leases for more than 30 days, (xi) Rent from tenants that have vacated and are no longer paying rent (unless all or any portion of the space vacated by such Tenants is subleased, but only to the extent of rent actually paid under any such sublease), (xii) any straight line adjustments, (xiii) lease termination payments and other one-time extraordinary revenue items and (xiv) Lease intangibles amortization. Gross Income from Operations shall not be diminished as a result of the Mortgage or the creation of any intervening estate or interest in the Property or any part thereof. Lender’s good faith determination of “Gross Income from Operations” shall be conclusive and binding absent manifest error.

“Gross Rents” shall mean an amount equal to annual rental income reflected in a current rent roll for all Tenants paying rent, open for business and in actual physical occupancy of their respective space demised pursuant to Leases which are in full force and effect.

“Ground Lease” shall mean that certain Indenture of Lease, dated as of April 10, 1958 between Ground Lease Borrower, as successor-in-interest to the initial lessor thereunder,  and Ground Lessor, as successor-in-interest to the initial ground lessor thereunder, as modified by that certain Estoppel Certificate, dated as of September 7, 2023, as the same may be further amended, restated, replaced or otherwise modified from time to time.

“Ground Lease Borrower” shall mean 601 Jefferson Tower (TX) LLC, a Delaware limited liability company.

“Ground Lease Reserve Account” shall have the meaning set forth in Section 7.5.1 hereof.

“Ground Lease Reserve Fund” shall have the meaning set forth in Section 7.5.1 hereof.

“Ground Leased Property” shall mean that certain Individual Property demised by a Ground Lease.

“Ground Lessor” shall mean the lessor under the Ground Lease.

“Ground Rent” shall have the meaning set forth in Section 7.5.1 hereof.

“Guarantor” or “SpinCo Trust” shall mean Net Lease Office Properties, a Maryland real estate investment trust.

“Guaranty” shall mean that certain Guaranty Agreement, dated as of the date hereof, executed and delivered by Guarantor in connection with the Loan to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Substances” shall have the meaning set forth in the Environmental Indemnity.

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“Holdco” shall mean NLO Holding Company LLC, a Delaware limited liability company.

“ID Party” shall have the meaning set forth in Section 4.1.30(e) hereof.

“Improvements” shall have the meaning set forth in the granting clause of the related Mortgage with respect to each Individual Property.

“Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt or preferred equity); (b) obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (c) indebtedness of such Person for the deferred purchase price of property or services (including trade obligations); (d) obligations of such Person under letters of credit; (e) obligations of such Person under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations of such Person to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; (g) obligations of such Person under PACE Loans and (h) obligations of such Person secured by any Liens, whether or not the obligations have been assumed (other than the Permitted Encumbrances).

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.1.1(e).

“Indemnified Taxes” shall mean (a) Section 2.7 Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnifying Person” shall mean each of Borrower and Guarantor.

“Independent Director” shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors, another nationally recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not, and has never been, and will not while serving as Independent Director be, any of the following:

(a)a member, partner, equityholder, manager, director, officer or employee of Borrower or any of its equityholders or Affiliates (other than as an

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Independent Director of Borrower or an Affiliate of Borrower that does not own a direct or indirect ownership interest in Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity;provided that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its business);

(b)a creditor, supplier or service provider (including provider of professional services) to Borrower or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Independent Directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business);

(c)a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(d)a Person that Controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Director of a “special purpose entity” affiliated with Borrower that does not own a direct or indirect ownership interest in Borrower shall be qualified to serve as an Independent Director of Borrower; provided that the fees that such individual earns from serving as an Independent Director of affiliates of Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in the definition of Special Purpose Entity of this Agreement.

“Individual Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns, so long as such Individual Borrower has not been released pursuant to Section 2.5.2 hereof.

“Individual Material Adverse Effect” shall mean in respect of an Individual Property, any event or condition that has a material adverse effect on (a) the use, operation, or value of the Individual Property, (b) the enforceability, validity, perfection or priority of the lien of the applicable Mortgage or the other Loan Documents, or (c) the ability of the applicable Individual Borrower to satisfy any of the material obligations under the Loan Documents applicable to such Individual Borrower.

“Individual Property” shall mean each parcel of real property, the Improvements thereon and all personal property owned by an Individual Borrower (or leased pursuant to a Ground Lease or a PILOT Lease) and encumbered by a Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the Granting Clauses of each Mortgage and referred to therein as the “Property”, so long as such Individual Property has not been released pursuant to Section 2.5.2 hereof.

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“Initial Maturity Date” shall mean the date that is the twenty-fourth (24th) Payment Date after the Funding Date.

“Insolvency Laws” shall mean the Bankruptcy Code and any existing or future Federal, state, local or foreign law relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition, creditors’ rights or other relief with respect to debts or debtors.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated as of the date hereof delivered by Reed Smith LLP in connection with the Loan.

“Insurance Premiums” shall have the meaning set forth in Section 6.1(b) hereof.

“Insurance Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Intercreditor Agreement” means, individually and/or collectively, as the context may require, any intercreditor agreement entered into between Lender and any mezzanine lender, as the same may be amended, replaced, supplemented or otherwise modified from time to time.

“Interest Period” shall mean, in connection with the calculation of interest accrued with respect to any specified Payment Date, including the Maturity Date, the period commencing on and including the fifteenth (15th) day of the prior calendar month and ending on and including the fourteenth (14th) day of the calendar month in which such Payment Date occurs; provided, however, that the initial Interest Period shall begin on the Funding Date and shall end on the fourteenth (14th) day of the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month).

“Interest Rate” shall mean either (x) the per annum rate equal to the sum of (i) the applicable Benchmark plus (ii) the Spread or (y) during a Benchmark Unavailability Period, the per annum rate at which the outstanding principal amount of the Loan bears interest from time to time in accordance with Section 2.2.3 hereof.

“Interest Rate Cap Agreement” shall mean, collectively, one or more interest rate protection agreements (together with the confirmation and schedules relating thereto) acceptable to Lender, between an Acceptable Counterparty and Designated Borrower obtained by Designated Borrower as and when required pursuant to Section 2.2.7 hereof. After delivery of a Replacement Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement to Lender, the term “Interest Rate Cap Agreement” shall be deemed to mean such Replacement Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement, as applicable, and such Replacement Interest Rate Cap Agreement or Substitute Interest Rate Cap Agreement, as applicable, shall be subject to all requirements applicable to the Interest Rate Cap Agreement.

“Interest Shortfall” shall mean, with respect to any repayment or prepayment of any portion of the Loan (including a repayment on the Maturity Date), the interest that would

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have accrued on such portion of the Loan (absent such repayment or prepayment) from and including the date on which such repayment or prepayment occurs through and including the last day of the Interest Period during which such repayment or prepayment occurs.

“Investment Grade” shall mean that such Person’s (or its parent’s) long term unsecured debt obligations shall have at least an investment grade credit rating from a Rating Agency.

“ISDA Definitions” shall mean the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.

“ISDA Fallback Adjustment” shall mean the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the then-current Benchmark.

“ISDA Fallback Rate” shall mean the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the then-current Benchmark, excluding the applicable ISDA Fallback Adjustment.

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

“Lease” shall mean any lease, other than any Ground Lease or PILOT Lease, sublease or subsublease, letting, license, concession or other agreement (whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the any Individual Property by or on behalf of an Individual Borrower, and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto. The term “Lease” shall not include any Management Agreement.

“Lease Termination Payments” shall have the meaning set forth in Section 7.4.1(b) hereof.

“Legal Requirements” shall mean, with respect to each Individual Property, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the construction, use, alteration or operation thereof other than any Ground Lease or PILOT Lease, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto

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(including, without limitation, all licenses), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Borrower, such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns and, for purposes of Sections  2.2.3(g)(iii) and 2.7, its participants.

“Letter Agreement (Insurance)” means that certain Letter Agreement, dated as of the Closing Date, between Lender and Borrower.

“Letter of Credit” shall mean an irrevocable, auto-renewing (if applicable), unconditional, transferable, clean sight draft standby letter of credit having an initial term of not less than one (1) year and with automatic renewals for one (1) year periods (unless the obligation being secured by, or otherwise requiring the delivery of, such letter of credit is required to be performed at least thirty (30) days prior to the initial expiry date of such letter of credit), for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Note, in favor of Lender and entitling Lender to draw thereon in New York, New York, based solely on a statement that Lender has the right to draw thereon executed by an officer or authorized signatory of Lender. A Letter of Credit must be issued by an Eligible Institution.

“Liabilities” shall have the meaning set forth in Section 9.2.2(h) hereof.

“Lien” shall mean, with respect to each Individual Property, any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien, pledge, hypothecation, assignment, security interest, PACE Loan or any other encumbrance, charge on or affecting any Individual Borrower, any Individual Property, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

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

“Loan Documents” shall mean, collectively, this Agreement, the Pledge Agreement, the Note, the Mortgages, the Environmental Indemnity, each Assignment of Management Agreement, the Guaranty, the Pledgor Guarantees, the Lockbox Agreement, the Cash Management Agreement, the Assignment of Interest Rate Cap Agreement, the Letter Agreement (Insurance), the Contribution Agreement and all other documents and instruments now or hereafter executed and/or delivered by Borrower, Guarantor or any other Borrower Party that evidence, secure and/or provide credit support for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Lockbox Account” shall have the meaning set forth in Section 2.6.1(a) hereof.

“Lockbox Agreement” shall mean that certain Blocked Account Control Agreement, dated as of the Funding Date, among Holdco, Lender, and Lockbox Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, relating to funds deposited in the Lockbox Account.

“Lockbox Bank” shall mean the clearing bank which establishes, maintains and holds the Lockbox Account, which shall be an Eligible Institution.

“Lockbox Event” shall mean the occurrence of: (a) a Material Event of Default; (b) any Bankruptcy Action of Borrower or (c) any Bankruptcy Action of an Affiliated Manager to the extent Borrower does not either (i) replace such Affiliated Manager with a Qualified Manager under a Replacement Management Agreement or (ii) terminate such Affiliate Manager (which Borrower shall be permitted to do hereunder if such a Bankruptcy Action is continuing) and elect to self-manage (or to permit a Tenant to self-manage) the applicable Individual Property to which the terminated Management Agreement related, in either case, within sixty (60) days of the occurrence of such Bankruptcy Action.

“Lockbox Event Cure” shall mean (a) if the Lockbox Event is caused by a Material Event of Default, a cure of such Material Event of Default (which cure Lender is not obligated to accept and may reject or accept in its sole and absolute discretion), (b) if the Lockbox Event is caused by a Bankruptcy Action of Borrower, if such appointment, adjudication, petition or proceeding was involuntary and not consented to, solicited, acquiesced in, joined in or colluded in, by Borrower or any of its Affiliates, upon the same being discharged, stayed or dismissed within sixty (60) days without causing any Individual Material Adverse Effect, or (c) if the Lockbox Event is caused by a Bankruptcy Action of an Affiliated Manager, such Affiliated Manager either being replaced or such Affiliated Manager being terminated (which Borrower shall be permitted to do hereunder if such a Bankruptcy Action is continuing) and electing to self-manage (or permitting a Tenant to self-manage) the applicable Individual Property to which the terminated Management Agreement related; provided, however, that, such Lockbox Event Cure set forth in this definition shall be subject to the following conditions,  other than for a Lockbox Event that is caused by a Material Event of Default, no Material Event of Default shall have occurred and be continuing under this Agreement or any of the other Loan Documents.

“Lockbox Event Period” shall mean each period commencing on the occurrence of a Lockbox Event and continuing until the earlier of (a) the date on which the Lockbox Event Cure is effectuated, or (b)  payment in full of all principal and interest on the Loan and all other amounts then due and payable under the Loan Documents in accordance with the terms and provisions of the Loan Documents.

“Major Lease” shall mean any Lease (a) for all or substantially all of the Improvements at any Individual Property, (b) for any Individual Property with more than one Tenant, any Lease for more than 50,000 square feet, (c) in which the Tenant thereunder is an

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Affiliate of Borrower or Guarantor or (d) which is entered into, modified or terminated during an Event of Default.

“Management Agreement” shall mean, with respect to each applicable Individual Property, the management agreement entered into by and between the applicable Individual Borrower and the applicable Manager for such Individual Property, pursuant to which such Manager is to provide management and other services with respect to such Individual Property, or, if the context requires, a Qualified Manager who is managing the such Individual Property in accordance with the terms and provisions of this Agreement pursuant to a Replacement Management Agreement, in each case as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms hereof.

“Manager” shall mean each of the Persons listed on Schedule 4.1.31 hereto with respect to the applicable Individual Properties indicated thereon, or, if the context requires, a Qualified Manager who is managing any Individual Property in accordance with the terms and provisions of this Agreement pursuant to a Replacement Management Agreement.

“Mandatory Prepayment” shall have the meaning set forth in Section 2.4.2(a) hereof.

“Material Action” shall mean with respect to any Person (a) such Person filing a voluntary petition, filing any insolvency or reorganization case or proceeding, instituting proceedings to have such Person be adjudicated bankrupt or insolvent or otherwise seeking relief, in each case under the Bankruptcy Code or any other Insolvency Law; (b) such Person seeking, or applying for the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Person or any portion of any Individual Property; (c) such Person making an assignment for the benefit of creditors; (d) such Person admitting, in writing (other than in correspondence with Lender in connection with a workout or restructuring of the Loan) or in any legal proceeding, its insolvency or its general inability to pay its debts as they become due (except as may be required under subpoena or pursuant to any court required document) or (e) such Person supporting, colluding with respect to, consenting to, acquiescing to, approving or joining in any action of a type described in any of the preceding clauses (a)–(d).

“Material Adverse Effect” shall mean any material adverse effect on (a) the business, profits, operations, assets and liabilities, or financial condition of Borrower, taken as a whole, (b) the Property or the use, operation, or value thereof, in each case, taken as a whole, (c) the ability of Borrower to repay the principal and interest of the Loan as it becomes due, or (d) the enforceability or validity of any Loan Document or the perfection or priority of any Lien created under any Loan Document or the rights, interests and remedies of Lender under the Loan Documents.

“Material Event of Default” shall mean each of the following Events of Default: Section 8.1(a)(i), (iii), (iv), (vi), (viii), (ix), (x), (xii), (xv), (xiv), (xix), (xx) and (xxi); provided, that, to the extent any such non-monetary Event of Default is specific to an Individual Property

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the same shall only be a “Material Event of Default” to the extent the underlying event or circumstance would be reasonably likely to result in an Individual Material Adverse Effect.

“Material Event Threshold” shall mean, with respect to any Individual Property, three percent (3%) of the Release Amount for such Individual Property.

“Maturity Date” shall mean the Initial Maturity Date or, following an exercise by Borrower of one (1) or more of the Extension Options described in Section 2.8 hereof, the applicable Extended Maturity Date, or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration or otherwise.

“Maximum Legal Rate” shall mean the maximum non usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“MDP Compliance Period” shall mean any period for which Borrower has satisfied the applicable Mortgage Deleveraging Threshold on or prior to the corresponding MDP Deadline.

“MDP Deadline” shall have the meaning set forth in Section 2.4.2(b)(i)(C) hereof.

“MDP Penalty Fee” shall have the meaning set forth in Section 2.4.2(b)(ii) hereof.

“Mezzanine Borrower” means NLO Mezzanine Borrower LLC, a Delaware limited liability company.

“Mezzanine Borrower Common Equity Interests” shall mean the class of common equity interests in the Mezzanine Borrower held by SpinCo Trust Member or any of its Affiliates.

“Mezzanine Borrower Preferred Interests” shall mean any class of equity interests in the Mezzanine Borrower for which dividend rights or rights on liquidation, dissolution or winding up rank senior to, or have any other rights in preference of, the Mezzanine Borrower Common Equity Interests; provided, however, that any Mezzanine Borrower Preferred Interests do not exceed 125 preferred equity interests with an aggregate liquidation preference of approximately $125,000, subject to certain increases for the redemption of such interests within two years of their issuance.

“Mezzanine Change of Control Event” shall mean the assumption of Control of Mezzanine Borrower by Mezzanine Lender in accordance with the provisions applicable to a

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Mezzanine Event of Default under the Mezzanine Loan Agreement and other Mezzanine Loan Documents.

“Mezzanine Debt” shall mean the “Debt” as defined in the Mezzanine Loan Agreement.

“Mezzanine Event of Default” shall mean an “Event of Default” under the Mezzanine Loan Agreement.

“Mezzanine Current Interest” shall mean the “Current Interest” as defined in the Mezzanine Loan Agreement.

“Non-Collateral Property Excess Cash Flow” shall have the meaning assigned to such term in the Mezzanine Loan Agreement.

“Mezzanine Lender” shall mean JPMorgan Chase Bank, N.A., together with its successors and/or permitted assigns.

“Mezzanine Loan Agreement” means that certain Mezzanine Loan Agreement, dated as of the Closing Date, between Mezzanine Lender and Mezzanine Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mezzanine Loan Documents” shall have the meaning assigned to the term “Loan Documents” in the Mezzanine Loan Agreement.

“Mezzanine Member” shall mean NLO OP LLC, a Delaware limited liability company.

“Mezzanine PIK Accrued Amount” shall have the meaning assigned to the term “PIK Accrued Amount” in the Mezzanine Loan Agreement.

“Mezzanine Release Amount” shall have the meaning assigned to the term “Release Amount” in the Mezzanine Loan Agreement.

“Mezzanine Trigger Event” shall mean any of the following events: (i) the continuance of a Material Event of Default, (ii) Lender has elected to accelerate the Loan during the continuance of an Event of Default, (iii) Lender has commenced any judicial or non-judicial foreclosure proceeding or other action, the initiation of proceedings for the appointment of a receiver, or taken any action, for the enforcement of its rights and remedies under any of the Loan Documents during the continuance of an Event of Default or (iv) the imposition of a stay, injunction, decree or other similar judicial intervention that has the effect of preventing Lender from exercising its rights and remedies under any of the Loan Documents during the continuance of an Event of Default.

“Minimum Cash Percentage” shall mean 20% (being the amount specified in IRS Revenue Procedure 2017-45) or such other minimum percentage of cash authorized by IRS guidance after the date hereof, rounded up to the higher of (i) the nearest dollar or (ii) the amount

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necessary for SpinCo Trust to be able to distribute whole (not fractional) shares, to qualify a distribution payable by SpinCo Trust in part in stock and remaining part in cash (at the election of its shareholders) as a distribution of property to which Section 301 of the Code applies.

“Minimum Rate” shall mean the Rate Index Floor plus the Spread.

“Monthly Debt Service Payment Amount” shall mean, on each Payment Date, the amount of interest which accrues on the Loan for the related Interest Period.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall mean, with respect to each Individual Property, that certain first priority Mortgage (or Deed of Trust or Deed to Secure Debt), Assignment of Leases and Rents and Security Agreement, dated as of the Funding Date, executed and delivered by an Individual Borrower to Lender as security for the Loan and encumbering such Individual Property, and with respect to any PILOT Property for which the same is required, any joinder to a Mortgage or other pledge or security agreement executed by a PILOT Lessor, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Costs” means, without duplication of any expenses paid to Lender prior to the Funding Date, all (a) costs and expenses associated with the preparation, escrow and recordation of the Mortgages, (b) all recordation fees with respect to such Mortgages, (c) any costs and/or expenses related to the assembly of such Mortgages and the delivery thereof to the proper Governmental Authority for recordation, (d) any reasonable out-of-pocket attorneys’ fees or fees for other professionals incurred in connection with the preparation, recordation, escrow and release of such Mortgages, (e) all costs and expenses associated with the opinions of counsel, (f) all costs and expenses associated with obtaining the Title Insurance Policies, (g) any mortgage recording taxes and (h) any reasonable, out-of-pocket costs and/or expenses related to the escrow and release of any Mortgages on the Funding Date.

“Mortgage Deleveraging Payment” shall have the meaning set forth in Section 2.4.2(b)(i) hereof.

“Mortgage Deleveraging Threshold” shall have the meaning set forth in Section 2.4.2(b)(i)(C) hereof.

“Multiemployer Plan” shall mean a multiemployer plan, as defined in Section 3(37) or Section 4001(a)(3) of ERISA, as applicable, that is subject to Title IV of ERISA and in respect of which Borrower, Guarantor or any ERISA Affiliate could have any obligation or liability, contingent or otherwise.

“Multiple Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA and (a) is maintained for employees of Borrower, Guarantor or any ERISA Affiliate and at least one Person other than Borrower, Guarantor and the ERISA Affiliates, or (b) was so maintained, and in respect of which

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Borrower, Guarantor or any ERISA Affiliate could have liability under Sections 4062-4069 of ERISA in the event such plan has been or were to be terminated.

“Net Operating Income” shall mean the amount obtained by subtracting Operating Expenses from Gross Income from Operations.

“Net Proceeds” shall have the meaning set forth in Section 6.4(b) hereof.

“Net Proceeds Deficiency” shall have the meaning set forth in Section 6.4(b)(vi) hereof.

“Net Sales Proceeds” shall mean one hundred percent (100%) of the gross proceeds from the sale of an Individual Property to be received by or on behalf of the applicable Individual Borrower in respect of such sale, less and except: any reasonable and customary brokerage fees and sales commissions payable to third parties, transfer, stamp and/or intangible taxes, reasonable, customary and market closing costs and any other reasonable and customary third-party costs and expenses actually incurred by such Individual Borrower in connection with such sale, as evidenced by a settlement statement or customary invoice provided to Lender.

“Note” shall mean that certain Promissory Note, dated the date hereof, in the principal amount of $335,000,000.00, made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Obligations” shall mean Borrower’s obligation to pay the Debt and perform its obligations under the Note, this Agreement and the other Loan Documents.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower or one of its Controlling Affiliates, as applicable.

“Operating Expenses” shall mean the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, (and without duplication) utilities, ordinary repairs and maintenance, insurance, license fees, property taxes and assessments, any amounts payable to a person other than Borrower or an Affiliate thereof under the PILOT Leases, PILOT Lease Documents, Ground Rent payable under the Ground Leases, advertising expenses, payroll and related taxes, computer processing charges, management fees, operational equipment or other lease payments as approved by Lender, but specifically excluding (i) depreciation and amortization, (ii) Debt Service, (iii) non-recurring or extraordinary expenses, (iv) deposits into the Reserve Funds, (v) Lease intangibles amortization, and (vi) non-cash environmental expenses.

“Other Charges” shall mean all ground rents (other than amounts payable under the PILOT Leases or PILOT Lease Documents), impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes

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and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Connection Taxes” shall mean Section 2.7 Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Section 2.7 Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or any Loan Document).

“Other Obligations” shall have the meaning as set forth in the Mortgages.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Section 2.7 Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Section 2.7 Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outside Funding Date” shall have the meaning set forth in Section 2.1.2(a) hereof.

“Ownership Change Limitation” shall mean an ownership change of Mezzanine Borrower within the meaning of Section 382 of the Code and the Treasury regulations thereunder, but calculated by replacing the fifty percent (50%) threshold set forth in Section 382(g)(1)(A) with thirty-two and one-half percent (32.5%) and based on reasonably available information, including the Securities and Exchange Commission Schedules 13D and 13G of Guarantor.

“PACE Loan” shall mean (x) any “Property-Assessed Clean Energy loan” or (y) any other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to any Individual Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against such Individual Property.

“Participant Register” shall have the meaning set forth in Section 9.2.1(f) hereof.

“Payment Date” shall mean the ninth (9th) day of each calendar month during the term of the Loan, or if such date is not a Business Day, the immediately preceding Business Day.

“PBGC” shall have the meaning assigned to that term in the definition of ERISA Event.

“Permitted Encumbrances” shall mean, (I) with respect to each Individual Property, (a) the Liens and security interests created by the Loan Documents, (b) all Liens,

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encumbrances and other matters disclosed in the Title Insurance Policy (or approved pro forma for such Title Insurance Policy to the extent relating to the period prior to the Funding Date) relating to such Individual Property or any part thereof, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent or that are being contested in accordance with the terms of this Agreement and for which Borrower has set aside on its books adequate reserves in accordance with GAAP, (d) each Ground Lease, PILOT Lease and PILOT Lease Document, (e) Liens being contested in accordance with the Loan Documents, (f) Liens securing Permitted Equipment Financing, (g) rights of Tenants under Leases in effect on the Closing Date or entered into in accordance with the terms of this Agreement, (h) rights of Manager under any Management Agreement in effect on the Closing Date or entered into in accordance with the terms of this Agreement, (i) all easements, rights-of-way, restrictions and other similar non-monetary encumbrances recorded against and affecting any Individual Property, in each case, that do not result in any Individual Material Adverse Effect and (j) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion, and (II) with respect to each Borrower Party whose equity interests are the subject of a Pledge Agreement (hereunder or under the Mezzanine Loan Agreement), the liens of such Pledge Agreements and, as applicable, the other Loan Documents or Mezzanine Loan Documents.

“Permitted Equity Transfer” shall mean any of the following: (a) any Transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto, (b) any Transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully entitled thereto, (c) transfers of direct and indirect equity interests in Mezzanine Member by any Person so long as (i) Guarantor remains a publicly traded entity with its shares on the New York Stock Exchange or another nationally or internationally recognized stock exchange, (ii) Guarantor continues to Control each other Restricted Party, (iii) Guarantor continues to own, directly or indirectly, at least 51% of the ownership interest in each other Restricted Party (other than Guarantor), and (iv) either (A) no Ownership Change Limitation would reasonably be expected to exist immediately following such Transfer, or (B) such Transfer would not reasonably be expected to increase the percentage ownership of 5% shareholders of Mezzanine Borrower (including any “public group” as defined in Section 1.382-2T(f)(13) of the Treasury regulations treated as such) for purposes of determining whether there is an Ownership Change Limitation; (d) any direct or indirect Transfer of any interest in Guarantor by the public shareholders thereof and their beneficial owners, (e) the sales, transfer or issuance of Mezzanine Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests, and (f) transfers of direct or indirect equity interests in one or more Individual Borrowers to (i) a Subsidiary REIT (or direct or indirect wholly owned subsidiary thereof) or (ii) TRS (provided that the equity value of the assets held by all TRS Subsidiaries does not exceed twenty percent (20%) of the total equity value of Mezzanine Borrower), in each case, subject to the terms and conditions of Section 5.2.10(e) hereof.

“Permitted Investments” shall mean any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those issued by Servicer, payable on demand or having a maturity date not later than the Business Day

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immediately prior to the first Payment Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

(i)direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;

(ii)federal funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having maturities of not more than 90 days of any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia, the short-term debt obligations of which are rated (a) “A-1+” (or the equivalent) by S&P and, if it has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by S&P, and that (1) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (2) has Tier 1 capital (as defined in such regulations) of not less than $1,000,000,000, (b) in one of the following Moody’s rating categories: (1) for maturities less than one month, a long-term rating of “A2” or a short-term rating of “P-1,” (2) for maturities between one and three months, a long-term rating of “A1” and a short-term rating of “P-1,” (3) for maturities between three months to six months, a long-term rating of “Aa3” and a short-term rating of “P-1” and (4) for maturities over six months, a long-term rating of “Aaa” and a short-term rating of “P-1,” and (c) in one of the following DBRS rating categories: (1) for maturities less than three months, a short-term rating by DBRS of R-1 (high) and (2) for maturities greater than three months, a long-term rating by DBRS of AAA;

(iii)deposits that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);

(iv)commercial paper rated (a) “A–1+” (or the equivalent) by S&P and having a maturity of not more than 90 days, (b) in one of the following Moody’s rating categories: (i) for maturities less than one month, a long-term rating of “A2” or a short-term rating of “P-1,” (ii) for maturities between one and three months, a long-term rating of “A1” and a short-term rating of “P-1,” (iii) for maturities between three months to six months, a long-term rating of “Aa3” and a short-term rating of “P-1” and (iv) for maturities over six months, a long-term rating of “Aaa” and a short-term rating of “P-1” and (c) in one of the following DBRS rating categories: (i) for maturities less than six months, a short-term rating by DBRS of R-1(high) and for maturities greater than six months, a long-term rating by DBRS of AAA; and

(v)any money market funds 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 the highest rating obtainable from S&P and Moody’s.

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Notwithstanding the foregoing, “Permitted Investments” (i) shall exclude any security with the S&P’s “r” symbol (or any other Rating Agency’s corresponding symbol) attached to the rating (indicating high volatility or dramatic fluctuations in their expected returns because of market risk), as well as any mortgage-backed securities and any security of the type commonly known as “strips”; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; (iii) shall only include instruments that qualify as “cash flow investments” (within the meaning of Section 860G(a)(6) of the Code); 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 may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made which requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder.

“Permitted REIT Preferred Interests Transfer” shall mean any Transfer described in clause (e) of the definition of “Permitted Equity Transfer”.

“Permitted REIT / TRS Transfer” shall mean any Transfer described in clause (f) of the definition of “Permitted Equity Transfer”.

“Permitted Transfer” shall have the meaning set forth in Section 5.2.10(b).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning set forth in the granting clause of the Mortgage with respect to each Individual Property.

“PILOT Bonds” shall mean, individually and/or collectively, any taxable revenue bond or similar bond issued by a PILOT Lessor in favor of any Individual Borrower in connection with the PILOT Lease.

“PILOT Lease” shall mean each of the PILOT leases described on Schedule 4.1.42 hereto.

“PILOT Lease Documents” shall mean, individually and/or collectively, any documents executed by the applicable Individual Borrower (other than the PILOT Lease and including any PILOT Bonds) in connection with any PILOT Lease described on Schedule 4.1.42 hereto.

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“PILOT Lessor” shall mean each lessor under a PILOT Lease, as described on Schedule 4.1.42 hereto.

“PILOT Property” or “PILOT Properties” shall mean those certain Individual Properties demised by each of the PILOT Leases as set forth on Schedule 4.1.42 hereto.

“Plan” shall mean a Single Employer Plan or a Multiple Employer Plan.

“Plan Asset Regulations” shall have the meaning set forth in Section 5.2.9(b)(i) hereof.

“Pledge Agreement” shall mean, individually or collectively as the context shall require, (i) that certain Mortgage Loan Pledge and Security Agreement (Pledgor), dated as of the date hereof, executed and delivered by Pledgor in favor of Lender as security for the Loan (the “Pledgor Pledge Agreement”), (ii) that certain Mortgage Loan Pledge and Security Agreement (Holding Company), dated as of the date hereof, executed and delivered by Holdco in favor of Lender as security for the Loan (the “Holdco Pledge Agreement”), and (iii) that certain Mortgage Loan Pledge and Security Agreement (MB TRS), dated as of the date hereof, executed and delivered by TRS in favor of Lender as security for the Loan (the “TRS Pledge Agreement”), as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Pledged Collateral” shall mean, collectively, the “Pledged Collateral” as defined in the Pledgor Pledge Agreement, the “Pledged Collateral” as defined in the Holdco Pledge Agreement and the “Pledged Collateral” as defined in the TRS Pledge Agreement.

“Pledgor” shall mean NLO Pledgor LLC, a Delaware limited liability company.

“Pledgor Guaranty” shall mean, individually or collectively as the context shall require, (i) that certain Guaranty (Pledgor), dated as of the date hereof, executed and delivered by Pledgor in favor of Lender and (ii) that certain Guaranty (Holdco), dated as of the date hereof, executed and delivered by Holdco in favor of Lender, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Policies” shall have the meaning set forth in Section 6.1(b) hereof.

“Policy” shall have the meaning set forth in Section 6.1(b) hereof.

“PPD Dispute” shall mean all claims and counterclaims asserted in the action captioned PPD Development, L.P. vs. Morrisville Landlord (NC) LP, No. 22CVS014022-910 (Wake County, North Carolina).

“PPD Dispute Reserve Funds” shall have the meaning set forth in Section 7.7.2 hereof.

“PPD HVAC Repairs Account” shall have the meaning set forth in Section 7.7.1 hereof.

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“PPD HVAC Repairs Fund” shall have the meaning set forth in Section 7.7.1 hereof.

“Principal” shall mean the Special Purpose Entity that is the general partner of an Individual Borrower, if such Individual Borrower is a limited partnership, or managing member of an Individual Borrower, if such Individual Borrower is a limited liability company other than a single-member Delaware limited liability company.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of this Agreement, to the extent the same is encumbered by a Mortgage and has not been released therefrom pursuant to the terns hereof.

“Provided Information” shall mean any and all financial and other information regarding Borrower, Guarantor or the Property (other than information with respect to Tenants generated by Tenants or their principals, including any Tenant financials) provided at any time by Borrower and /or Guarantor expressly for inclusion in any Disclosure Document.

“Qualified Manager” shall mean either (a) any Person then serving as Manager for any Individual Property; or (b) in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Properties; provided that, if such entity is an Affiliate of Borrower, if required by Lender, Borrower shall have delivered an Additional Insolvency Opinion to Lender.

“Quarterly Disbursement Date” shall have the meaning set forth in Section 7.8.2 hereof.

“Quarterly REIT Distribution” means, with respect to Mezzanine Borrower, the excess (if any) of (x) the product of (A) ¼ in the case of the first Fiscal Quarter of the Fiscal Year, one-half (1/2) in the case of the second Fiscal Quarter of the Fiscal Year, three quarters (3/4) in the case of the third Fiscal Quarter of the Fiscal Year and 1 in the case of the fourth Fiscal Quarter of the Fiscal Year and (B) the Annual Required REIT Distribution Amount for such Fiscal Year over (y) the sum of all amounts previously distributed by such REIT during such Fiscal Year as a distribution to which Section 301 of the Code applies (based on the assumption that any amounts previously released to such REIT during the Fiscal Year that includes such Fiscal Quarter as a Quarterly REIT Distribution pursuant to Section 2.5.2(f), Section 7.8.2(a)(i), or Section 7.8.2(b)(i) were immediately distributed by such REIT as a distribution to which Section 301 of the Code applies) or that is otherwise eligible for the dividends paid deduction (but excluding any Consent Dividends and any distributions deemed paid in a prior Fiscal Year pursuant to the procedures set forth in Section 857(b)(9) or Section 858 of the Code).

“Quarterly TRS Tax Distribution” means with respect to each TRS Subsidiary, the excess (if any) of (x) the product of (A) one-fourth (1/4) in the case of the first Fiscal Quarter of the Fiscal Year, one-half (1/2) in the case of the second Fiscal Quarter of the Fiscal Year, three quarters (3/4) in the case of the third Fiscal Quarter of the Fiscal Year and 1 in the case of

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the fourth Fiscal Quarter of the Fiscal Year and (B) the Annual TRS Tax Distribution Amount with respect to such TRS Subsidiary over (y) the sum of all amounts previously released to such TRS Subsidiary during the Fiscal Year that includes such Fiscal Quarter as Quarterly TRS Tax Distributions pursuant to Section 2.5.2(f), Section 7.8.2(a)(ii) or Section 7.8.2(b)(ii).

“Rate Conversion” shall have the meaning set forth in Section 2.2.7(g) hereof.

“Rate Index Floor” shall mean 3.85%.

“Rating Agencies” shall mean, individually and/or collectively, as the context may require, S&P, Moody’s, Fitch or any other nationally recognized statistical rating agency selected by Lender.

“REA” shall mean, collectively, the covenants, restrictions, easements, declarations or agreements of record affecting the Property that are described on Schedule 4.1.43 attached hereto.

“Register” shall have the meaning set forth in Section 9.2.1(d) hereof.

“REIT” means an entity that has made, or for such Fiscal Year intends to make, an election to be taxed as a real estate investment trust under Sections 856 through 860 of the Code.

“Release Amount” shall mean for an Individual Property the amount set forth on Schedule 1.1(a) hereto.

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

“REMIC Trust” shall mean any “real estate mortgage investment conduit” within the meaning of Section 860D of the IRS Code that holds any interest in all or any portion of the Loan.

“Rents” shall mean, with respect to each Individual Property, the “Rents” defined in the granting clause of the Mortgage for such Individual Property.

“Replacement Interest Rate Cap Agreement” shall mean, collectively, one or more interest rate protection agreements, acceptable to Lender, from an Acceptable Counterparty with terms that satisfy the requirements set forth in Section 2.2.7 hereof.

“Replacement Management Agreement” shall mean, to the extent required by this Agreement, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, and (b) an assignment of management

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agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Replacement Reserve Account” shall have the meaning set forth in Section 7.3.1 hereof.

“Replacement Reserve Fund” shall have the meaning set forth in Section 7.3.1 hereof.

“Replacement Reserve Monthly Deposit” shall have the meaning set forth in Section 7.3.1 hereof.

“Replacements” shall have the meaning set forth in Section 7.3.1 hereof.

“Required Repair Account” shall have the meaning set forth in Section 7.1.1 hereof.

“Required Repair Fund” shall have the meaning set forth in Section 7.1.1 hereof.

“Required Repairs” shall have the meaning set forth in Section 7.1.1 hereof.

“Required Repairs Deadline” shall have the meaning set forth in Section 7.1.1 hereof.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Fund, the Replacement Reserve Fund, the Required Repair Fund, the Rollover Reserve Fund, the Excess Cash Flow Reserve Fund, the Ground Lease Reserve Fund, the Corporate Reserve Fund, the PPD HVAC Repairs Fund, the PPD Dispute Reserve Funds, and any other escrow fund established by the Loan Documents.

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation (subject to Legal Requirements and taking into account the taken portions of the Individual Property with respect to any Condemnation), with such alterations as may be reasonably approved by Lender.

“Restricted Party” shall mean collectively, (a) Borrower, Pledgor, Holdco, Mezzanine Borrower, TRS, any Subsidiary REIT, Guarantor, and Mezzanine Member and (b) any shareholder, partner, member, non-member manager, any direct or indirect legal or beneficial owner of, Borrower, Pledgor, Holdco, Mezzanine Borrower, any Subsidiary REIT, TRS, Guarantor, and Mezzanine Member (excluding, for the avoidance of doubt, WPC (or any of its subsidiaries) and their respective shareholders from and after the Distribution and the

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transfers contemplated to be effectuated in connection therewith). In no event shall “Restricted Party” include (A) any Person who is a publicly-traded company on a nationally or internationally recognized stock exchange (other than Guarantor) or any Person that holds a beneficial interest therein, or (B) any Person in its capacity as a holder of Mezzanine Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests or any Person that holds a beneficial interest in such Person.

“Rollover Reserve Account” shall have the meaning set forth in Section 7.4.1(a) hereof.

“Rollover Reserve Fund” shall have the meaning set forth in Section 7.4.1(a) hereof.

“Rollover Reserve Monthly Deposit” shall have the meaning set forth in Section 7.4.1(a) hereof.

“S&P” shall mean Standard & Poor’s Ratings Services.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option or other transfer or disposal of a legal or beneficial interest, whether direct or indirect.

“Satisfactory Search Results” shall mean the results of credit history check, litigation, lien, bankruptcy, judgment and other similar searches with respect to the applicable transferee and its applicable affiliates, in each case, (i) revealing no matters which would have an Individual Material Adverse Effect; (ii) demonstrating that any transferee is not an Embargoed Person and has not violated any Anti-Money Laundering Laws and (iii) yielding no material adverse results, as reasonably determined by Lender, based on the then-current “know your customer” requirements of Lender.

“Second MDP Deadline” shall have the meaning set forth in Section 2.4.2(b)(i)(B) hereof.

“Second MDP Threshold” shall have the meaning set forth in Section 2.4.2(b)(i)(B) hereof.

“Section 2.7 Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Securities” shall have the meaning set forth in Section 9.2.2(a) hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization” shall have the meaning set forth in Section 9.2.2(a) hereof.

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“Securitization Indemnified Persons” shall have the meaning set forth in Section 9.2.2(h) hereof.

“Separation Agreement” shall mean that certain Separation and Distribution Agreement, to be entered by WPC and SpinCo Trust, substantially in the form described in the Form 10 filed by SpinCo Trust related to the Distribution.

“Servicer” shall have the meaning set forth in Section 9.5 hereof.

“Severed Loan Documents” shall have the meaning set forth in Section 8.2(c) hereof.

“Similar Law” shall have the meaning set forth in Section 4.1.9(b) hereof.

“Single Employer Plan” shall mean a single employer plan, as defined in Section 3(41) or Section 4001(a)(15) of ERISA, as applicable, that is subject to Title IV of ERISA and (a) is maintained for employees of Borrower, Guarantor or any ERISA Affiliate and no Person other than Borrower, Guarantor and the ERISA Affiliates, or (b) was so maintained, and in respect of which Borrower, Guarantor or any ERISA Affiliate could have liability under Sections 4062-4069 of ERISA in the event such plan has been or were to be terminated.

“SNDAs” shall have the meaning set forth in Section 2.1.2(g) hereof.

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator, subject to the Rate Index Floor.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Average” shall mean, as of any Determination Date with respect to any Interest Period, the rate per annum determined by Lender as the compounded average of SOFR over a rolling calendar day period of thirty (30) days (“30-Day SOFR Average”) on such Determination Date as such rate is published on the SOFR Administrator’s Website; provided that, if as of 5:00 p.m. (New York City time) on any Determination Date, such 30-Day SOFR Average has not been published on the SOFR Administrator’s Website, then SOFR Average will be the 30-Day SOFR Average as published on the SOFR Administrator’s Website for the first preceding U.S. Government Securities Business Day for which such 30-Day SOFR Average was published on the SOFR Administrator’s Website so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Determination Date.

“SOFR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon Term SOFR; provided that the SOFR Rate shall in no event be less than the Minimum Rate.

“SOFR Rate” shall mean the sum of (i) Term SOFR and (ii) the Spread.

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“Special Purpose Entity” shall mean a limited partnership or limited liability company that, at all times on and after the date hereof, shall comply with the following requirements unless it has received prior written consent to do otherwise from Lender:

(i)is and shall be organized solely for the purpose of (A) with respect to each Individual Borrower, acquiring, developing, owning, holding, selling, leasing, transferring, exchanging, managing, operating and maintaining the related Individual Property, entering into and performing its obligations under the Loan Documents with Lender, refinancing the related Individual Property in connection with a permitted repayment of the Loan, or otherwise dealing with the related Individual Property to the extent expressly permitted under the Loan Documents, or (B) with respect to each Principal, acting as general partner of the limited partnership that owns such Individual Property, and engaging in any lawful activity or transacting lawful business that is incident, necessary or appropriate to accomplish the foregoing, or (C) with respect to Holdco, Pledgor, TRS and any Subsidiary REIT, owning, holding, maintaining, selling, transferring, exchanging and managing directly or indirectly, 100% of the limited liability company or limited partnership interests in the Individual Borrowers and/or the Principals, as applicable (the “Equity Assets”);

(ii)shall not engage in any business unrelated to (A) with respect to each Individual Borrower, the acquisition, development, ownership, selling, leasing, transfer, exchange, management or operation of the related Individual Property, (B) with respect to each Principal, acting as general partner of the limited partnership that owns such Individual Property, or (C) with respect to Holdco, Pledgor and TRS and any Subsidiary REIT, owning, holding, maintaining, selling, transferring, exchanging and managing the Equity Assets;

(iii)shall not own any real property other than, in the case of each Individual Borrower, the related Individual Property;

(iv)does not have and shall not have any assets other than (A) in the case of each Individual Borrower, the related Individual Property and personal property necessary or incidental to its ownership, leasing, improvement, repair, maintenance and operation of such Individual Property, (B) in the case of a Principal, the general partnership interests of the related Individual Borrower or the limited liability company interests of the related Individual Borrower, as applicable and personal property necessary or incidental to its ownership of such general partnership interests or limited liability company interests, as applicable, and (C) in the case of Holdco, Pledgor and TRS and any Subsidiary REIT, the Equity Assets and personal property necessary or incidental to its ownership of such Equity Assets;

(v)shall not engage in, seek, consent to or permit (A) any dissolution, winding up, Division, liquidation, consolidation or merger, or (B) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents;

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(vi)shall not cause, consent to or permit any amendment of its limited partnership agreement, articles of organization, certificate of formation, operating agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this definition without the prior consent of Lender;

(vii)if such entity is a limited partnership, has and shall have at least one general partner and has and shall have, as its only general partners, Special Purpose Entities each of which (A) is a single-member Delaware limited liability company, (B) has (or its member has) two (2) Independent Directors, and (C) holds a direct interest as general partner in the limited partnership of not less than 0.1%;

(viii)intentionally omitted;

(ix)if such entity is a limited liability company (other than a limited liability company meeting all of the requirements applicable to a single-member limited liability company set forth in this definition of “Special Purpose Entity”), has and shall have at least one (1) member that is a Special Purpose Entity, that is a single-member limited liability company, that has (or its sole member has) at least two (2) Independent Directors and that directly owns at least one-half-of-one percent (0.5%) of the equity of the limited liability company;

(x)if such entity is a single-member limited liability company, (A) is and shall be a Delaware limited liability company, (B) has and shall have at least two (2) Independent Directors serving as managers of such company (or its sole member shall have such Independent Directors), (C) shall not take any Material Action and shall not cause or permit the members or managers of such entity to take any Material Action unless two (2) Independent Directors then serving as managers of the company (or the two (2) Independent Directors then serving as managers of its sole member) shall have participated and consented in writing to such Material Action, and (D) has and shall have either (I) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or (II) two (2) natural persons or one (1) entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of the company;

(xi)intentionally omitted;

(xii)shall at all times intend to remain solvent, and shall intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, in each case to the extent the Individual Property produces sufficient net cash flow to do so and Lender permits such cash flow or loan proceeds to be applied for such purposes, or if reserve funds are held by Lender and specifically allocated for such amount have not been made available to the applicable Company by Lender to pay such outstanding

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amounts and, with respect to each Individual Borrower, each other Individual Borrower fulfills its reimbursement and contribution obligations under the Contribution Agreement. None of the foregoing shall require any direct or indirect member, partner or shareholder of the Special Purpose Entity or any other Person to make additional capital contributions to the Special Purpose Entity;

(xiii)shall not fail to correct any known misunderstanding regarding the separate identity of such entity;

(xiv)except as expressly contemplated as a result of the cash management provisions provided for in Section 2.6 of the Loan Agreement, the Cash Management Agreement and the Lockbox Agreement, shall maintain its bank accounts, books of account, books and records separate from those of any other Person (except that the Special Purpose Entity’s assets and liabilities may be included in a consolidated financial statement of its Affiliates as provided in clause (xix) below) and, to the extent that it is required to file tax returns under applicable law, shall file its own tax returns, except to the extent that it is required or permitted by law to file consolidated tax returns or is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law;

(xv)intentionally omitted.

(xvi)shall not, except as expressly contemplated as a result of the cash management provisions provided for in Section 2.6 of the Loan Agreement, the Cash Management Agreement and the Lockbox Agreement, commingle its funds or assets with those of any other Person and shall not participate in any cash management system with any other Person;

(xvii)shall hold its assets in its own name;

(xviii)shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Borrower, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(xix)(A) shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party; and (B) such Person’s assets shall not be listed as assets on the financial statement of any other Person; provided, however, that such Person’s assets may be included in a consolidated financial statement of its Affiliates.

(xx)shall pay its own liabilities and expenses, (including the salaries of its own employees (if any) and a fairly and reasonably allocated portion of any personnel and overhead expenses that it shares with any Affiliate, constituent, or owner, or any

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guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, any shared office space and services performed by any employee of an Affiliate), out of its own funds and assets (or the same will be paid as part of the G&A Fees as provided for in this Agreement);

(xxi)shall observe all partnership, corporate or limited liability company formalities, as applicable, to the extent necessary to maintain separate existence;

(xxii)intentionally omitted;

(xxiii)shall have no Indebtedness other than (i) the Loan, (ii) liabilities incurred in the ordinary course of business relating to (A) with respect to each Individual Borrower, the ownership and operation of the related Individual Property and the routine administration of the related Individual Borrower (which may include, among others, trade payables and equipment leases) in amounts not to exceed 4% of the Release Amount for the applicable Individual Property or (B) with respect to any other Person, taxes which are not yet delinquent and liabilities incurred in the ordinary course of business relating to the ownership of the Equity Assets, in amounts not to exceed $25,000.00, in each case, which liabilities are not more than sixty (60) days past the date incurred, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, (iii) real estate Taxes not yet delinquent, (iv) Capital Expenditures incurred in accordance with the Loan Documents and paid when due, and (v) such other liabilities that are permitted pursuant to this Agreement;

(xxiv)except for the other Individual Borrowers, Holdco, Pledgor, TRS and any Subsidiary REIT, in connection with the Loan, (i) shall not assume or guarantee or become obligated for the debts of any other Person, (ii) shall not hold out its credit as being available to satisfy the obligations of any other Person and (iii) shall not pledge its assets to secure the obligations of any other Person;

(xxv)shall not acquire obligations or securities of its partners, members or shareholders or any other owner or Affiliate, other than, (A) with respect to Holdco, Pledgor, TRS and any Subsidiary REIT, the applicable Equity Assets owned by such Person, and (B) with respect to each Principal, the general partnership interests in the applicable Individual Borrower, in each case, as reflected on Schedule 4.1.1 attached hereto (as may be revised from time to time to reflect any Permitted Equity Transfer);

(xxvi)intentionally omitted;

(xxvii)shall maintain and use separate stationery, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(xxviii)intentionally omitted;

(xxix)intentionally omitted;

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

(xxxi)shall not make loans to any Person and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity) except (i) in connection with any tenant improvement allowance under any Lease approved by Lender (to the extent such approval is required), or (ii) as otherwise expressly permitted under the Loan Documents;

(xxxii)shall not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and shall not identify itself as a division of any other Person;

(xxxiii)other than the Loan Documents and capital contributions and distributions permitted under the terms of its organizational documents, shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party;

(xxxiv)shall not have any obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Debt and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Debt;

(xxxv)intentionally omitted;

(xxxvi)shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents with respect to the Guaranty, the Environmental Indemnity and the Pledgor Guaranty;

(xxxvii)shall not form, acquire or hold any subsidiary (other than, with respect to Holdco, Pledgor and TRS and any Subsidiary REIT, in the applicable subsidiaries set forth on the organizational chart attached hereto as Schedule 4.1.1 (as may be revised from time to time to reflect any Permitted Equity Transfer));

(xxxviii) shall comply with all of the terms and provisions contained in its organizational documents necessary to maintain its separate existence;

(xxxix)shall conduct its business so that each of the material assumptions made about it and each of the facts stated about it in the Insolvency Opinion or, if applicable, any Additional Insolvency Opinion are true; and

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(xl)except as expressly permitted by the Loan Documents, shall not permit any Affiliate or constituent party independent access to its bank accounts other than any Affiliated Manager under and in accordance with the terms of its Management Agreement.

“Spread” shall mean five percent (5.00%).

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Strike Price” shall mean 5.35% and for any Extension Period, the greater of (a) 5.35% and (b) the strike price that would result in a Debt Service Coverage Ratio of 2.5x.

“Subsidiary REIT” means NLO SubREIT LLC, a Delaware limited liability company, and any other entity in which Mezzanine Borrower directly or indirectly owns 100% of the applicable Subsidiary REIT Common Equity Interests, that holds a direct or indirect interest in certain Individual Borrowers and is or intends to elect to qualify to be taxed as a REIT.

“Subsidiary REIT Common Equity Interests” shall mean the class of common equity interests in a Subsidiary REIT held directly or indirectly by Mezzanine Borrower.

“Subsidiary REIT Preferred Interests” shall mean any class of equity interest of a Subsidiary REIT for which dividend rights or rights on liquidation, dissolution or winding up rank senior to, or have any other rights in preference of, the applicable Subsidiary REIT Common Equity Interests; provided, however, that the applicable Subsidiary REIT Preferred Interests do not exceed 650 preferred equity interests with an aggregate liquidation preference of approximately $650,000, subject to certain increases for the redemption of such interests within two years of their issuance, of which no more than 150 preferred equity interests with an aggregate liquidation preference of approximately $150,000 shall be held other than by a Borrower Party.

“Substitute Interest Rate Cap Agreement” shall have the meaning set forth in Section 2.2.7(h) hereof.

“Survey” shall mean, with respect to each Individual Property, a survey of such Individual Property in question prepared by a surveyor licensed in the applicable State and reasonably satisfactory to Lender and the company or companies issuing the related Title Insurance Policy, and, solely with respect to any new survey obtained at the request of Lender in connection with the closing of the Loan or thereafter, containing a certification of such surveyor reasonably satisfactory to Lender.

“Tax and Insurance Escrow Fund” shall have the meaning set forth in Section 7.2 hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual

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Property or part thereof. In no event shall any PACE Loan be considered Taxes for purposes of this Agreement.

“Tenant” shall mean the lessee of all or a portion of the an Individual Property under a Lease.

“Tenant Direction Letter” shall have the meaning set forth in the Cash Management Agreement.

“Term SOFR” shall mean the Term SOFR Reference Rate for a tenor of one month on the Determination Date, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Determination Date the Term SOFR Reference Rate for a tenor of one month has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Determination Date. Notwithstanding the foregoing or anything herein to the contrary, in no event shall Term SOFR be less than the Rate Index Floor.

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

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Third MDP Deadline” shall have the meaning set forth in Section 2.4.2(b)(i)(C) hereof.

“Third MDP Threshold” shall have the meaning set forth in Section 2.4.2(b)(i)(C) hereof.

“Threshold Amount” shall have the meaning set forth in Section 5.1.21 hereof.

“Ticking Fee” shall have the meaning set forth in Section 2.1.2 hereof.

“Title Insurance Policy” shall mean, with respect to each Individual Property, the mortgagee title insurance policy in a form reasonably acceptable to Lender issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

“Transfer” shall have the meaning set forth in Section 5.2.10(b) hereof.

“TRS” shall mean NLO MB TRS LLC, a Delaware limited liability company.

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“TRS Subsidiary” shall have the meaning set forth in Section 5.1.25 hereof.

“UCC” or “Uniform Commercial Code” shall mean, unless otherwise noted herein, the Uniform Commercial Code as in effect in the applicable State in which the Individual Property is located.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Unit” shall have the meaning set forth in the Condominium Documents.

“Unfunded Obligations” shall have the meaning set forth in Section 4.1.26 hereof.

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

“U.S. Obligations” shall mean non redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or (b) other “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended.

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning set forth in Section 2.7(e)(ii)(B)(3).

“WPC” shall mean W. P. Carey Inc., a Maryland corporation.

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and

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(b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2Principles of Construction. All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

ARTICLE II – GENERAL TERMS

Section 2.1Loan; Disbursement to Borrower.

2.1.1Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Funding Date. Borrower acknowledges that a payment of one and one-half percent (1.50%) of the principal amount of the Loan is due to Lender on the Funding Date, is earned (and non-refundable) on the date hereof, constitutes original issue discount and, as such, is not being advanced to Borrower on the date hereof or on the Funding Date; provided, however, that such an original issue discount constitutes a portion of the Debt evidence by the Note as of the date hereof, interest will accrue thereon from and after the Funding Date, and such amount with interest will be repayable to Lender on the Maturity Date.

2.1.2Single Disbursement to Borrower; Funding Date. Borrower may request and receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed. Borrower agrees to pay to Lender a fee (a “Ticking Fee”) equal to six percent (6%) per annum on the unfunded amount of the Loan during the period from and including the Closing Date to but excluding the earlier to occur of (i) the Funding Date and (ii) the Outside Funding Date.  Accrued Ticking Fees shall be payable in arrears (i) on the last Business Day of each month, commencing on September 29, 2023, and (ii) on the earlier to occur of (i) the Funding Date and (ii) the Outside Funding Date.  Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Subject to the terms of this Section 2.1.2, Borrower shall have the right to request a single disbursement of the original principal amount of the Loan, upon not less than two (2) Business

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Days’ prior written notice to Lender and the satisfaction (or waiver in Lender’s sole discretion) of the following conditions precedent (collectively, the “Funding Conditions”):

(a)Distribution. WPC shall have authorized and declared the Distribution (as such date may be amended, the “Declaration Date”) to be effected on or prior to November 10, 2023 (the “Outside Funding Date”).

(b)Post-Closing Requirements. Borrower shall, at Borrower’s sole cost and expense, (i) satisfy the post-closing requirements set forth on Schedule 2.1.2(b)-A attached hereto on or prior to the Funding Date and (ii) use commercially reasonable efforts to satisfy the post-closing items set forth on Schedule 2.1.2(b)-B attached hereto.

(c)Distribution Matters. (i) The Registration Statement on Form 10 filed by SpinCo Trust related to the Distribution shall have been declared effective by the Securities and Exchange Commission; and (ii) the common shares of SpinCo Trust shall have been approved for listing on the New York Stock Exchange (or other nationally recognized stock exchange).

(d)No Default. On the Funding Date there shall exist no Event of Default.

(e)Representations and Warranties. The representations and warranties made by Borrower in the Loan Documents or otherwise made by or on behalf of Borrower in connection therewith shall have been true and correct on the date on which made and shall also be true and correct on the Funding Date, except to the extent (i) that any representation is made as of a specific date and (ii) of any changes in facts and circumstances not resulting from any breach or default under the Loan Documents; provided, that, the representations in Section 4.1.1 may be updated by Borrower to reflect the Distribution; provided, further, that Schedule 4.1.5 attached hereto may not be updated without Lender’s prior written consent.

(f)Interest Rate Cap. Borrower shall (i) obtain and deliver to Lender, the Interest Rate Cap Agreement from an Acceptable Counterparty which shall be effective commencing on the Funding Date and shall have a maturity date not earlier than the Initial Maturity Date and (ii) deliver the Assignment of Interest Rate Cap Agreement, together with legal opinions of counsel to the counterparty and Borrower as reasonably required by Lender, in each case, in accordance with the provisions of Section 2.2.7 hereof.

(g)Mortgages; Title Insurance Policies; UCC Policies. The Title Company shall deliver for recording, for the benefit of Lender, all of the Mortgages in the applicable jurisdictions in accordance with the terms of the Escrow Agreement. Borrower shall deliver, or cause to be delivered, to Lender, (i) the irrevocable commitment of the Title Company to issue the Title Insurance Policy for each Individual Property substantially in the form of the pro forma title policies (including the endorsements attached thereto) approved by Lender at or prior to the Closing Date, with no Liens arising between the date of such pro forma title policies and the Funding Date other than Permitted Encumbrances, insuring the Lien of the Mortgage encumbering such Individual Property as a valid first lien thereon, free and clear of all exceptions other than Permitted Encumbrances and (ii) the following opinions of counsel: (A) an opinion of counsel admitted to practice under New York law and the laws of each state in which

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the Properties are located in form and substance reasonably satisfactory to Lender opining as to the enforceability of each Mortgage and (B) an opinion stating that the Mortgages were duly authorized, executed and delivered by Borrower and otherwise in form and substance reasonably satisfactory to Lender. Borrower shall reasonably and promptly cooperate in good faith, at Borrower’s sole costs and expense, with Lender in the preparation, delivery and recordation, as applicable, of all Mortgages and Title Insurance Policies and will execute and deliver to Lender any other documents necessary to effect such recordations. Borrower will pay all Mortgage Costs on the Funding Date (which Mortgage Costs may be funded out of Loan proceeds). UCC Insurer shall have confirmed that, upon receipt of premiums therefor, UCC Insurer will be irrevocably committed to issue the UCC policies for the Pledged Collateral in the form of the proforma UCC policies approved by Lender prior to the Closing Date, and Borrower will pay the premiums for such UCC policies (which may be funded out of Loan proceeds).

(h)Advisory Agreement. Lender shall have reviewed and approved the Advisory Agreement. Lender shall be deemed to approve the Advisory Agreement to the extent the same is on substantially the same form as the form of Advisory Agreement delivered to Lender prior to the Closing Date, unless there are any economic or other material changes (including, without limitation, any change to the parties thereto), in which case such economic or other material changes shall require Lender’s consent (such consent not to be unreasonably withheld, conditioned or delayed).

(i)Lockbox Agreements and Cash Management Agreement. The Lockbox Agreement and the Cash Management Agreement, each in form and substance satisfactory to Lender, shall have been executed and delivered by all parties thereto. Borrower shall have delivered all Tenant Directions Letters in accordance with Section 2.6.1(b) hereof.

(j)Officer’s Certificate. Borrower shall have delivered to Lender an Officer’s Certificate from Borrower (i) attaching an updated organizational chart for the Borrower Parties and Guarantor, certifying that such organizational chart is true, complete and correct as of the Funding Date (other than any depiction of the public shareholders of Guarantor and any Mezzanine Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests), (ii) stating that all of the conditions in this Section 2.1.2 have been satisfied (or waived by Lender in its sole discretion), (iii) certifying that all representations and warranties in Article IV of this agreement are true and correct as of the Funding Date, subject to the qualifications set forth in clause (e) above; provided, that, the representations in Section 4.1.1 may be updated by Borrower to reflect the Distribution, (iv) stating that no Event of Default has occurred and is continuing as of the Funding Date, and (v) certifying that Borrower is, on the Funding Date, in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

(k)Opinions. Borrower shall have delivered to Lender executed originals of the following opinions of counsel, dated as of the Funding Date, with exhibits and schedules attached and with executed copies of any referenced opinion certificates attached (collectively, the “Opinions”), each in form and substance reasonably acceptable to Lender: (i) an opinion letter from Reed Smith LLP or another counsel reasonably satisfactory to Lender opining as to

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the creation and perfection of the security interest in the Lockbox Account in favor of Lender and (ii) an opinion letter from Reed Smith LLP or another counsel reasonably satisfactory to Lender opining as to the creation and perfection of the security interest in the Cash Management Account in favor of Lender.

(l)Searches; Good Standing Certificates. Not later than five (5) Business Days prior to the Funding Date, Lender shall receive (certified by the applicable filing office to a date not more than 60 days prior to the Funding Date) good standing certificates for the Borrower Parties and Guarantor (without duplication of those delivered in connection with the Closing Date).

(m)No Material Adverse Effect. There has been no Material Adverse Effect (taking into account the transactions contemplated to be effected in connection with the Distribution).

(n)Annual Budget. Borrower shall have delivered an Annual Budget for the Fiscal Year ending on December 31, 2024, which Annual Budget shall be subject to Lender’s approval.

(o)Other Documents. Borrower shall have caused Guarantor to reaffirm the Guaranty and Environmental Indemnity Agreement.

(p)Mezzanine Loan Documents. Mezzanine Borrower shall have satisfied all conditions precedent to Mezzanine Lender funding the Mezzanine Loan as set forth in the Mezzanine Loan Agreement.

(q)Costs and Expenses. To the extent not previously paid, Borrower shall pay all closing costs and expenses, without duplication of amounts paid by Borrower on the Closing Date, including, but not limited to, reasonable, out-of-pocket underwriting costs, attorneys’ fees, and third-party vendor fees (e.g., appraiser, engineering, agreed-upon procedures, lease reviews, environmental) (which the parties acknowledge and agree shall be paid out of Loan proceeds).

Borrower acknowledges and agrees that if all Funding Conditions have not been satisfied on the Outside Funding Date, Lender shall advise Borrower of such failure, and Lender shall have the unilateral right to terminate this Agreement and the other Loan Documents and, upon such termination, the parties hereto and thereto shall have no further obligations hereunder and thereunder (other than those expressly stated to survive, including Borrower’s obligation to pay all of Lender’s reasonable, out-of-pocket costs and expenses that remain outstanding in connection with the Loan to the extent required pursuant to the terms of the Loan Documents). In no event shall the Funding Date be prior to the date of the Distribution.

2.1.3The Note, Mortgage, Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Note and secured by the Mortgage, the Pledge Agreement and the other Loan Documents.

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2.1.4Use of Proceeds. Borrower shall use the proceeds of the Loan to (a) discharge any existing loans relating to the Properties, (b)  make deposits into the Reserve Funds on the Funding Date in the amounts provided herein, (c) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, (d) fund any other expenses incurred for general corporate purposes and (e) distribute the balance, if any, to Mezzanine Borrower to (i) discharge the Intercompany Obligation (as defined in the Mezzanine Loan Agreement) and (ii) pay any amount remaining thereafter as a distribution.

Section 2.2Interest Rate.

2.2.1Interest Rate. Subject to the provisions of this Section 2.2, interest on the outstanding principal balance of the Loan shall accrue from (and include) the Funding Date through the end of the last Interest Period at the SOFR Rate. Borrower shall pay to Lender on each Payment Date after the Funding Date the interest accrued (or to be accrued) on the Loan for the related Interest Period.

2.2.2Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on the Interest Rate and on a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.

2.2.3Determination of Interest Rate.

(a)Interest Rate. Interest on the outstanding principal balance of the Loan shall accrue from the Funding Date at the Interest Rate. Any change in the rate of interest hereunder due to a change in the Interest Rate shall become effective as of the opening of business on the first day on which such change in the Interest Rate shall become effective. Each determination by Lender of the Interest Rate shall be conclusive and binding for all purposes, absent manifest error. The Interest Rate applicable to an Interest Period shall be determined by Lender as set forth herein; provided, however, that Term SOFR for the Interest Period commencing on the Funding Date through and including the Payment Date in the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month) shall be Term SOFR on the Funding Date as determined by Lender absent manifest error. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (x) a SOFR Loan to a Benchmark Replacement Rate Loan or (y) a Benchmark Replacement Rate Loan accruing interest at a rate based upon the then-current Benchmark to a Benchmark Replacement Rate Loan accruing interest at a rate based upon the applicable Benchmark Replacement for the then-current Benchmark.

(b)Benchmark Unavailability Period. During a Benchmark Unavailability Period, the Interest Rate shall be the Federal Funds Rate plus 1.0% plus the Spread.

(c)Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Lender will have the right to make Conforming Changes from time to time so long as such Conforming Changes are being made by Lender with respect to

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commercial mortgage loans with similarly situated borrowers on a programmatic basis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower. Lender will promptly notify Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

(d)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, Lender shall determine the corresponding Benchmark Replacement Date in accordance with the definition thereof and in a manner consistent with its determination made for commercial mortgage loans with similarly situated borrowers on a programmatic basis. Lender shall promptly give notice of the implementation of any Benchmark Replacement to Borrower. The Loan shall be converted, from and after the applicable Benchmark Replacement Date to a Benchmark Replacement Rate Loan accruing interest at a rate based upon the applicable Benchmark Replacement (the “Benchmark Replacement Conditions”).

(e)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, Lender will have the right to make Conforming Changes from time to time so long as such Conforming Changes are being made by Lender with respect to commercial mortgage loans with similarly situated borrowers on a programmatic basis and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower. Lender will promptly notify Borrower of the effectiveness of any such Conforming Changes.

(f)Standards for Benchmark Replacement Decisions and Determinations. Any determination, decision or election that may be made by Lender pursuant to this Section 2.2.3 or Section 2.2.7 hereof, including, but not limited to, any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date, the necessity and amount of any spread adjustment, any Conforming Changes, any Replacement Interest Rate Cap Agreement and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from Borrower.

(g)In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i)shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of Term SOFR, Federal Funds Rate or the Benchmark Replacement Rate hereunder;

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(ii)shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(iii)shall hereafter subject Lender to any Section 2.7 Taxes (other than (A) Indemnified Taxes, (B) Section 2.7 Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iv)shall hereafter impose on Lender any other condition (other than Section 2.7 Taxes);

and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender in its reasonable discretion. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g), Lender shall provide Borrower with not less than thirty (30) days written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. Subject to Section 2.2.3(h) and Section 2.7 hereof, this provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h)Indemnification. Borrower agrees to indemnify Lender and to hold Lender harmless from any out-of-pocket loss or expense which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a SOFR Loan or a Benchmark Replacement Rate Loan, as applicable, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a SOFR Loan or a Benchmark Replacement Rate Loan, as applicable, hereunder, (ii) any prepayment (whether voluntary or mandatory) of the SOFR Loan or a Benchmark Replacement Rate Loan, as applicable, on a day that is not the a Payment Date, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the SOFR Loan or Federal Funds Rate or a Benchmark Replacement Rate Loan, as applicable, hereunder, (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Interest Rate from the SOFR Rate to a Benchmark Replacement Rate or Federal Funds Rate (or any other conversion of the Interest Rate, including, without limitation, a Benchmark Replacement upon the occurrence of a Benchmark Transition Event and the corresponding Benchmark Replacement Date in accordance with this Section 2.2.3(h)) with respect to any portion of the outstanding principal amount of the

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Loan on a date other than a Payment Date, and (iv) interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a SOFR Loan, Federal Funds Rate Loan or a Benchmark Replacement Rate Loan, as applicable, hereunder (the amounts referred to in clauses (i), (ii), (iii), and (iv) are herein referred to collectively as the “Breakage Costs”); provided, however, Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations (other than contingent obligations) of Borrower under this Agreement and the other Loan Documents. Notwithstanding the foregoing or anything herein to the contrary, provided Borrower makes any prepayment (whether voluntary or mandatory) of the SOFR Loan or a Benchmark Replacement Rate Loan, as applicable, on the last day of an Interest Period, or, following a Securitization, if such date is not the last day of an Interest Period but such prepayment includes the payment of any Interest Shortfall, then no Breakage Costs shall be due and payable in connection with such prepayment.

2.2.4Additional Costs. Prior to the occurrence of a Benchmark Replacement Date with respect to SOFR, Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the SOFR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3, including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the SOFR Loan or to avoid or reduce such increased or additional costs; provided that the transfer or assignment or redesignation (a) would not result in any additional costs, expenses or risk to Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other respect to Lender as determined by Lender in its reasonable discretion.

2.2.5Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of

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the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7Interest Rate Cap Agreement. (a) Prior to or contemporaneously with the Funding Date, the Designated Borrower shall enter into an Interest Rate Cap Agreement with a SOFR strike price equal to or less than the Strike Price. The Interest Rate Cap Agreement (i) shall at all times be in a form and substance reasonably acceptable to Lender, (ii) shall at all times be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Lockbox Account any amounts due Designated Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists; provided that the Debt shall be deemed to exist if the Properties are transferred by judicial or non-judicial foreclosure or deed-in-lieu thereof, (iv) shall be for a period equal to the term of the Loan and (v) shall at all times have a notional amount equal to or greater than the principal balance of the Loan and shall at all times provide for a strike price not in excess of the then-current Strike Price. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement (the “Assignment of Interest Rate Cap Agreement”), all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Lockbox Account) and shall notify the Acceptable Counterparty of such assignment.

(b)Designated Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Acceptable Counterparty under the Interest Rate Cap Agreement to Designated Borrower or Lender shall be deposited immediately into the Lockbox Account or, during the continuance of an Event of Default, into such account as specified by Lender. Designated Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Acceptable Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(c)In the event of any downgrade, withdrawal or qualification of the rating of the Acceptable Counterparty by any Rating Agency, Designated Borrower shall replace (or cause to be replaced) the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement not later than ten (10) Business Days following receipt of notice from Lender of such downgrade, withdrawal or qualification.

(d)In the event that the Designated Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, upon not less than three (3) Business Days’ prior written notice, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

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(e)In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender within fifteen (15) Business Days following the date upon which any Interest Rate Cap Agreement is required pursuant to this Section 2.2.7: (a) a resolution/consent, as applicable, of the Acceptable Counterparty authorizing the delivery of the Interest Rate Cap Agreement reasonably acceptable to Lender, and (b) an opinion from counsel (which counsel may be in-house counsel for the Acceptable Counterparty) for the Acceptable Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(i)the Acceptable Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement;

(ii)the execution and delivery of the Interest Rate Cap Agreement by the Acceptable Counterparty, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;

(iii)all consents, authorizations and approvals required for the execution and delivery by the Acceptable Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and

(iv)the Interest Rate Cap Agreement, and any other agreement which the Acceptable Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Acceptable Counterparty and constitutes the legal, valid and binding obligation of the Acceptable Counterparty, enforceable against the Acceptable Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(f)Intentionally omitted;

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(g)Notwithstanding anything to the contrary contained in this Section 2.2.7 or elsewhere in this Agreement, in the event a Benchmark Transition Event and the related Benchmark Replacement Date have occurred (each, a “Rate Conversion”), then:

(i)within thirty (30) days after such Rate Conversion, Designated Borrower shall either (A) enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of, a Substitute Interest Rate Cap Agreement (and in connection therewith, but not prior to Designated Borrower taking all the actions described in this clause (i), Borrower shall have the right to terminate any then-existing Interest Rate Cap Agreement) or (B) cause the then-existing Interest Rate Cap Agreement to be modified in accordance with the last sentence of this Section 2.2.7(g); and

(ii)following any Rate Conversion, in lieu of satisfying the condition described in Section 2.8(c) with respect to the Interest Rate Cap Agreement relating to any outstanding Extension Term, Borrower shall instead enter into, make all payments under, and satisfy all conditions precedent to the effectiveness of a Substitute Interest Rate Cap Agreement on or prior to the first day of such Extension Term.

(h)As used herein, “Substitute Interest Rate Cap Agreement” shall mean an interest rate cap agreement between an Acceptable Counterparty and Borrower, obtained by Borrower and collaterally assigned to Lender pursuant to an Assignment of Interest Rate Cap Agreement (or substantially similar collateral assignment) and shall contain each of the following:

(i)a term expiring no earlier than, in the case of clause (g)(i) above, the end of the Interest Period in which the Maturity Date occurs and, in the case of clause (g)(ii) above, the end of the Interest Period in which the last day of the requested Extension Term occurs;

(ii)the notional amount of the Substitute Interest Rate Cap Agreement shall be equal to or greater than the then outstanding principal balance of the Loan;

(iii)it provides that the only monetary and material obligation of Borrower thereunder is the making of a single payment to the Acceptable Counterparty thereunder upon the execution and delivery thereof and there are no other conditions to the effectiveness of such Substitute Interest Rate Cap Agreement;

(iv)it provides to Lender and Borrower (as determined by Lender in its sole but good faith discretion and taking into account the then-applicable Benchmark Rate), for the term of the Substitute Interest Rate Cap Agreement, a protection against rising interest rates that is no less beneficial to Borrower and Lender than (A) in the case of clause (g)(i) above, that which was provided by the Interest Rate Cap Agreement being replaced by the Substitute Interest Rate Cap Agreement and (B) in the case of clause (g)(ii) above, that which was intended to be provided by the Interest Rate Cap Agreement that, but for the operation of this Section 2.2.7(h), would have been required

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to have been delivered by Borrower pursuant to Section 2.8(c) below as a condition to the requested Extension Term; and

(v)without limiting any of the provisions of the preceding clauses (i) through (iv) above, it satisfies all of the requirements set forth in clauses (i) through (iii) and clause (v) of Section 2.2.7(a) hereof.

From and after the date of any Rate Conversion, all references to “Interest Rate Cap Agreement” and “Replacement Interest Rate Cap Agreement” herein (other than in the definition of “Interest Rate Cap Agreement,” the definition of “Replacement Interest Rate Cap Agreement” and as referenced in the first sentence of Section 2.2.7(a) hereof) shall be deemed to refer or relate, as applicable, to a Substitute Interest Rate Cap Agreement. Notwithstanding the foregoing, Lender acknowledges and agrees that Borrower shall have the right, in lieu of delivering a new Substitute Interest Rate Cap Agreement to satisfy the foregoing, to modify the then existing Interest Rate Cap Agreement so that it satisfies the conditions set forth in clauses (i) – (v) of the definition of “Substitute Interest Rate Cap Agreement” herein.

Section 2.3Loan Payment.

2.3.1Monthly Debt Service Payments. Borrower shall pay to Lender (a) on the Funding Date, an amount equal to interest only on the outstanding principal balance of the Loan from the Funding Date up to and including the fourteenth (14th) day of the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month), which interest shall be calculated in accordance with the provisions of Section 2.2 hereof and (b) on each Payment Date thereafter up to and including the Maturity Date, an amount equal to the Monthly Debt Service Payment Amount, which payments shall be applied first to interest due for the related Interest Period, for such related Interest Period and then to the principal amount of the Loan due in accordance with this Agreement, and lastly, to any other amounts due and unpaid pursuant to the Loan Documents hereto.

2.3.2Payments Generally. The first Interest Period hereunder shall commence on and include the Funding Date and shall end on and include the fourteenth (14th) day of the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month). Thereafter during the term of the Loan, each Interest Period shall commence on the fifteenth (15th) day of the calendar month preceding the calendar month in which the related Payment Date occurs and shall end on and include the fourteenth (14th) day of the calendar month in which the related Payment Date occurs. For purposes of making payments hereunder, but not for purposes of calculating Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the last day of the related Interest Period. All amounts due under this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

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2.3.3Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgages and the other Loan Documents.

2.3.4Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents (other than the outstanding principal amount due and payable on the Maturity Date) are not paid by Borrower on or prior to the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum and the Maximum Legal Rate in order to defray 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. Any such amount shall be secured by the Mortgages and the other Loan Documents to the extent permitted by applicable law.

2.3.5Method and Place of Payment. Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 2:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

2.3.6Administration Fee. Borrower shall pay to Lender on each Payment Date occurring after the Closing Date up to and including the Maturity Date, a nonrefundable administrative fee in an amount equal to $20,833.34 (the “Administration Fee”).

Section 2.4Prepayments.

2.4.1Voluntary Prepayments. (a) Except as otherwise expressly provided in this Section 2.4.1, in Section 2.4.2, Section 2.5.2, and Section 2.8(e), Section 7.4.1, Section 7.7.1, Section 7.7.2 and Section 7.8.2(a)(iii)(y) and (vi), and Section 7.8.2(b)(iii) and (iv) hereof, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date.

(b)Borrower may prepay the Loan in whole, but not in part (except as set forth in Section 2.4.2 and Section 2.5.2 and Section 2.8(e), Section 7.4.1, Section 7.7.1, Section 7.7.2 and Section 7.8.2(a)(iii)(y) and (vi), and Section 7.8.2(b)(iii) and (iv) hereof); provided that (i) Borrower gives Lender not less than ten (10) Business Days and not more than sixty (60) Business Days prior written revocable notice of the amount of the Loan that Borrower intends to prepay; (ii) no prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Payment Date to, but not including, the Determination Date in such calendar month; and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid (including interest at the Default Rate, if applicable) (y) if no Securitization has occurred, through the date of prepayment or (z) solely to the extent a Securitization has occurred, either (i) through and including the last day of the Interest Period related to the Payment Date next occurring following the date of such prepayment, or (ii) if such

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prepayment occurs on a Payment Date, together with any Interest Shortfall; (B) all other sums due and payable under this Agreement, the Note, and the other Loan Documents, including, but not limited to the Breakage Costs (if any) and all of Lender’s costs and expenses (including reasonable out-of-pocket attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; and (C) the Exit Fee (if any). If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1(b), the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date, provided that Borrower shall have the right to revoke any such notice so long as Borrower pays or reimburses Lender for Lender’s reasonable out-of-pocket costs and expenses actually incurred in connection with the same.

2.4.2Mandatory Prepayments.

(a)Net Proceeds. In the event that Lender is not obligated to and does not make Net Proceeds available to Borrower for the Restoration of any Individual Property or otherwise remit such Net Proceeds to Borrower pursuant to Section 6.4 hereof, Borrower authorizes Lender, at Lender’s option, to apply an amount equal to one hundred percent (100%) of such Net Proceeds to the outstanding principal balance of the Loan together with accrued interest and any other sums due hereunder (a “Mandatory Prepayment”) on the next occurring Payment Date. The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment is applied shall be reduced by an amount equal to the principal portion of such prepayment applied to the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Individual Property required to be paid to Lender prior to obtaining a release of the applicable Individual Property. Lender shall provide to Borrower, upon ten (10) days’ prior notice, (x) a release of the Individual Property if (I) at any time the Release Amount is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (II) Lender is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (y) a release of the portion of an Individual Property that is subject to a Condemnation; provided, that, Borrower shall provide Lender with a release (or assignment) of Lien as described in Section 2.5.2(c). No Exit Fee, spread maintenance premium or other premium or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.2(a).

(b)Mortgage Deleveraging Thresholds.

(i)Borrower shall be required to have made prepayments of the Loan (which may be achieved by (x) the application of Excess Cash Flow in accordance with Section 7.8.2 (in which case no Exit Fee would be payable), (y) in connection with a release of an Individual Property effectuated in accordance with Section 2.5.2 or (z) in connection with (A) voluntary prepayments in accordance with Section 2.4.1 and Mandatory Prepayments in accordance with Section 2.4.2, in each case, to the extent of

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the amount applied to the principal portion of the Loan for such prepayment) as follows (each, a “Mortgage Deleveraging Payment”):

(A)On or prior to the date that is twelve (12) months following the Funding Date (the “First MDP Deadline”), in an amount, in the aggregate, equal to or greater than $50,250,000.00 (the “First MDP Threshold”);

(B)On or prior to the date that is twelve (12) months following the First MDP Deadline (the “Second MDP Deadline”), in an amount, in the aggregate, together with any prepayments by Borrower to satisfy the First MDP Threshold, no less than $134,000,000.00 (the “Second MDP Threshold”); and

(C)If the Initial Maturity Date is extended in accordance with Section 2.8, on or prior to the date that is twelve (12) months following the Second MDP Deadline (the “Third MDP Deadline”; together with the First MDP Deadline and the Second MDP Deadline, each, a “MDP Deadline”), in an amount, in the aggregate, together with any prepayments by Borrower to satisfy the First MDP Threshold and the Second MDP Threshold, no less than $234,500,000.00 (the “Third MDP Threshold”; together with the First MDP Threshold and the Second MDP Threshold, each a “Mortgage Deleveraging Threshold”).

(ii)In the event that (i) Borrower fails to make Mortgage Deleveraging Payments in an amount equal to or greater than the First MDP Threshold as of the First MDP Deadline, Borrower shall pay to Lender a nonrefundable fee in an amount equal to one percent (1%) of the then-outstanding principal amount of the Loan (and, for the avoidance of doubt, taking into account any Mortgage Deleveraging Payments which have been made as of such date), (ii) Borrower fails to make Mortgage Deleveraging Payments in an amount equal to or greater than the Second MDP Threshold as of the Second MDP Deadline, Borrower shall pay to Lender a nonrefundable fee in an amount equal to 2% of the then-outstanding principal amount of the Loan (and, for the avoidance of doubt, taking into account any Mortgage Deleveraging Payments which have been made as of such date) and (iii) Borrower fails make Mortgage Deleveraging Payments of the Loan in an amount equal to or greater than the Third MDP Threshold as of the Third MDP Deadline, Borrower shall pay to Lender a nonrefundable fee in an amount equal to three percent (3%) of the then-outstanding principal amount of the Loan (and, for the avoidance of doubt, taking into account any Mortgage Deleveraging Payments which have been made as of such date) (each such fee, a “MDP Penalty Fee”). Notwithstanding anything to the contrary set forth herein, a failure by Borrower to satisfy any Mortgage Deleveraging Threshold shall not in and of itself be deemed to be an Event of Default hereunder so long as Borrower pays (which may be achieved by the Borrower directing the application of Excess Cash Flow by Lender to prepay a portion of the Loan subject to, and in accordance with, Section 7.8.2 to the extent that such funds are available) the applicable MDP Penalty Fee on or prior to the applicable MDP Deadline in accordance with this Section 2.4.2(b)(ii).

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2.4.3Prepayments After Default. If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including, without limitation, through application of any Reserve Funds), such tender or recovery shall (a) include interest at the Default Rate on the outstanding principal amount of the Loan through the last calendar day of the Interest Period within which such tender or recovery occurs and (b) be deemed a voluntary prepayment by Borrower and shall in all instances include (i) the Exit Fee and (ii) all interest which would have accrued on the amount of the Loan to be paid through and including the Payment Date next occurring following the date of such prepayment.

2.4.4Exit Fee. Upon any repayment or prepayment of the Loan (except for a prepayment under Section 2.4.2(a), Section 2.4.2(b) (to the extent such prepayment is made through the application of Excess Cash Flow), Section 7.8.2(a)(iii)(y) or (vi), or Section 7.8.2(b)(iii) or (iv), or Section 5.4 of the Mortgage), Borrower shall pay to Lender on the date of such repayment or prepayment the Exit Fee applicable thereto. All Exit Fees hereunder shall be deemed to be earned by Lender upon the funding of the Loan.

Section 2.5Release of Property. Except as set forth in Section 2.4.2(a) and this Section 2.5, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Mortgage on any Individual Property or the release of the Lien of the Pledge Agreement on any Individual Borrower.

2.5.1Release of all Properties Upon Payment in Full. (a)  If Borrower has elected to prepay the entire Loan and the requirements of Section 2.4 and this Section 2.5 have been satisfied, all of the Properties shall be released from the Liens of their respective Mortgages and Borrower shall be released from the Lien of the Pledge Agreement.

(b)In connection with the release of the Mortgages, Borrower shall submit to Lender, not less than ten (10) Business Days prior to the Payment Date on which Borrower intends to prepay the Loan in full, releases (and/or assignments) of Liens (and related Loan Documents) for each Individual Property for execution by Lender. Such releases and/or assignments shall be in a form appropriate in each jurisdiction in which an Individual Property is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing or assigning lender. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release and or/assignment.

2.5.2Release of Individual Property. If Borrower has elected to prepay a portion of the Loan and the requirements of Section 2.4 and this Section 2.5 have been satisfied, and provided that no Event of Default has occurred and is continuing, Borrower may obtain the release of an Individual Property or BCBS Release Parcel from the Lien of the Mortgage thereon (and related Loan Documents), the release of an Individual Borrower from the Lien of the Pledge Agreement thereon (only if such Individual Borrower does not own any other Individual Property (or portion thereof) which remains subject to the Loan), and the release of Borrower’s obligations under the Loan Documents with respect to such Individual Property (or portion

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thereof) (other than those expressly stated to survive), upon the satisfaction of each of the following conditions:

(a)Borrower shall pay Lender the Adjusted Release Amount for the applicable Individual Property or BCBS Release Parcel, as applicable, and such prepayment shall be deemed a voluntary prepayment for all purposes hereunder including, without limitation, the payment of the applicable Exit Fee;

(b)Subsequent to such release, each Individual Borrower not so released shall continue to be a Special Purpose Entity pursuant to, and in accordance with, Section 4.1.30 hereof;

(c)Borrower shall submit to Lender, not less than seven (7) Business Days prior to the Payment Date on which the prepayment will be made, a release (or assignment) of Lien (and related Loan Documents) for such Individual Property or BCBS Release Parcel, as applicable, for execution by Lender. Such release (or assignment) shall be in a form appropriate in each jurisdiction in which the Individual Property or BCBS Release Parcel, as applicable, is located and that would be satisfactory to a prudent lender and contains standard provisions, if any, protecting the rights of the releasing (or assigning) lender. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release;

(d)After giving effect to such release (and any other contemporaneous releases), for the Properties then remaining subject to the Liens of the Mortgages, the Debt Yield shall be equal to or greater than 28.3%; provided that Borrower shall have the right to make a further prepayment of the Loan in excess of the Adjusted Release Amount in order to satisfy this requirement;

(e)The Individual Property or BCBS Release Parcel, as applicable, to be released shall be conveyed in an arm’s length transfer to a Person other than a Borrower or any of its Affiliates;

(f)The Adjusted Release Amount paid to Lender in connection with any such release shall be applied (i) first, to reduce the Release Amount of the Individual Property being released to zero (which amount shall be applied to the applicable Mortgage Deleveraging Threshold), (ii) second, to be paid to Mezzanine Lender to be applied as a prepayment of the Mezzanine Loan until the Mezzanine Release Amount of the Individual Property is reduced to zero, (iii) third, to be paid to Mezzanine Borrower for any accrued and unpaid Quarterly REIT Distributions, (iv) fourth, to be paid to the relevant TRS Subsidiary for any accrued and unpaid Quarterly TRS Tax Distributions, and (v) lastly, as prepayment of the Loan, which amount shall be applied to the applicable Mortgage Deleveraging Threshold in accordance with Section 2.4.2(b)(i) hereof; and

(g)Borrower shall reimburse Lender and Servicer for their actual out-of-pocket costs and expenses incurred in connection with such release (including reasonable out-of-pocket attorneys’ fees and expenses) and Borrower shall have paid, in connection with such

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release, (i) all recording charges, filing fees, taxes or other expenses payable in connection therewith and (ii) to any Servicer, the current fee being assessed by such Servicer to effect such release (not to exceed $2,500 for each release).

(h)Upon the release of any Individual Property or BCBS Release Parcel, as applicable, in accordance with this Section 2.5.2, the Reserve Funds held by Lender for such Individual Property or BCBS Release Parcel, as applicable, shall be deposited to the Cash Management Account and held and disbursed in accordance with Section 2.6.2 and the Cash Management Agreement.

(i)Additionally, the release of any BCBS Release Parcel shall be subject to satisfaction of the following condition: if necessary as reasonably determined by Lender, appropriate reciprocal easement agreements for the benefit and burden of the remaining Individual Property and the BCBS Release Parcel in question regarding the use of common facilities of such parcels, including, but not limited to, roadways, parking areas, utilities and community facilities, in a form and substance that would be reasonably acceptable to an ordinary prudent lender and which easements will not materially adversely affect the remaining Individual Property, shall be declared and recorded, and the remaining Individual Property and the applicable BCBS Release Parcel shall be in compliance with all applicable covenants under all easements and property agreements contained in the Permitted Encumbrances for the Individual Property.

Section 2.6Lockbox Account/Cash Management.

2.6.1Lockbox Account. (a)  From and after the Funding Date and during the term of the Loan, Holdco shall establish and maintain, on behalf of Borrower, an account (the “Lockbox Account”) with Lockbox Bank in trust for the benefit of Lender, which Lockbox Account shall be under the sole dominion and control of Lender. The Lockbox Account shall be entitled “NLO Holding Company f/b/o Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 20, 2023 – Lockbox Account” or such other name as designated by Lender. Borrower and Holdco hereby grant to Lender a first-priority security interest in the Lockbox Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, authorizing Lender to file UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the sole right to make withdrawals from the Lockbox Account and all costs and expenses for establishing and maintaining the Lockbox Account shall be paid by or on behalf of Borrower. All monies now or hereafter deposited into the Lockbox Account shall be deemed additional security for the Debt. The Lockbox Agreement and Lockbox Account shall remain in effect until the Loan has been repaid in full. The Lockbox Account shall at all times be an Eligible Account.

(b)Borrower shall, or shall cause Manager to, on or prior to the Funding Date, deliver Tenant Direction Letters to all Tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall, and shall cause Manager to, deposit all amounts received by Borrower or Manager constituting Rents into the Lockbox Account within (i) for the first two (2) months following the Funding Date, five (5) Business Days after

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receipt thereof, and (ii) thereafter, two (2) Business Days after receipt thereof. Borrower shall, or shall cause each Affiliated Manager, to deposit all Management Fees paid to Borrower or Affiliated Manager (but not fees paid to any third-party sub-manager), directly into the Lockbox Account. Notwithstanding the foregoing or anything to the contrary herein, any Rents for periods prior to the Funding Date which are payable by Guarantor to WPC pursuant to the Separation Agreement shall not be disbursed in accordance with Section 2.6.2(f) and shall instead be disbursed to or at the direction of Borrower; provided, that Borrower delivers to Lender an Officer’s Certificate certifying that such Rents are payable to WPC and attributable to the period prior to the Funding Date.

(c)Borrower shall obtain from Lockbox Bank its agreement to transfer to the Cash Management Account in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account (less the fees of the Lockbox Bank and any required “peg” balance) once every Business Day throughout the term of the Loan.

(d)Intentionally Omitted.

(e)The Lockbox Account shall not be commingled with other monies held by Borrower, Manager or Lockbox Bank.

(f)Neither Borrower nor Holdco shall further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto (other than the security interest and right of set off in favor of Lockbox Bank as set forth in the Lockbox Agreement or arising under applicable law), or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

(g)Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands and actual out-of-pocket liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable out-of-pocket attorneys’ fees and expenses) arising from or in any way connected with the Lockbox Account and/or the Lockbox Agreement (unless arising from the gross negligence or willful misconduct of Lender or Servicer) or the performance of the obligations for which the Lockbox Account was established.

2.6.2Cash Management Account. (a)  From and after the Funding Date and during the term of the Loan, Holdco, on behalf of Borrower, shall establish and maintain a segregated Eligible Account (the “Cash Management Account”) to be held by Cash Management Bank in trust and for the benefit of Lender, which Cash Management Account shall be under the sole dominion and control of Lender. The Cash Management Account shall be entitled “NLO Holding Company f/b/o Borrower and JPMorgan Chase Bank, N.A., as Lender, pursuant to Loan Agreement dated as of September 20, 2023 - Cash Management Account.” Borrower and Holdco hereby grant to Lender a first priority security interest in the Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Cash Management Account, including, without limitation, authorizing the filing of

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UCC-1 Financing Statements and continuations thereof. Neither Borrower nor Holdco will in any way alter or modify the Cash Management Account and will notify Lender of the account number thereof. Lender and Servicer shall have the sole right to make withdrawals from the Cash Management Account and all costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Borrower.

(b)The insufficiency of funds on deposit in the Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

(c)All funds on deposit in the Cash Management Account during the continuance of a Lockbox Event may be applied by Lender in such order and priority as Lender shall determine in its sole discretion; provided, however, that, (i) unless a Material Event of Default has occurred and is continuing, Borrower shall have the right to request distributions (and Lender shall make such distributions to or as directed by Borrower) for any amount necessary to pay amounts set forth in Section 2.6.2(f)(vii) and Quarterly TRS Tax Distributions to the relevant TRS Subsidiary from any amounts then on deposit in the Excess Cash Flow Reserve Account; provided, further, that before any funds shall be so disbursed to Mezzanine Borrower or the relevant TRS Subsidiary for such Quarterly REIT Distributions or Quarterly TRS Tax Distributions, as applicable, Borrower shall provide an Officer’s Certificate certifying the amount of such Quarterly REIT Distributions or Quarterly TRS Tax Distributions, as applicable and (ii) unless a Mezzanine Trigger Event has occurred and is continuing, Lender shall permit disbursements to the Mezzanine Lender for application to the Mezzanine Current Interest as provided in Section 2.6.2(f)(x).

(d)Borrower hereby agrees that Lender may modify the Cash Management Agreement for the purpose of establishing additional sub-accounts in connection with any payments otherwise required under this Agreement and the other Loan Documents and Lender shall provide notice thereof to Borrower.

(e)All transfers of funds on deposit in the Cash Management Account to Mezzanine Lender or otherwise to or for the benefit of Mezzanine Lender or Mezzanine Borrower, pursuant to this Agreement, the Cash Management Agreement or any of the other Loan Documents or the Mezzanine Loan Documents are intended by Borrower and Mezzanine Borrower to constitute, and shall constitute, distributions from Borrower to Holdco and then from Holdco to Pledgor and then Pledgor to Mezzanine Borrower. No provision of this Agreement, the Cash Management Agreement, the other Loan Documents or the Mezzanine Loan Documents shall create a debtor-creditor relationship between Borrower and Mezzanine Lender or between Mezzanine Borrower and Lender.

(f)Provided no Lockbox Event Period is continuing (except with respect to disbursements for the Mezzanine Current Interest described in clause (x) below, which shall be permitted unless a Mezzanine Trigger Event has occurred and is continuing), available funds on deposit in the Cash Management Account shall be disbursed monthly on each Payment Date

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after the Funding Date for the following purposes, in the following amounts and order of priority:

(i)to Cash Management Bank, funds sufficient to pay the fees and expenses of Cash Management Bank then due and payable;

(ii)to the Ground Lease Reserve Account in the amount required to be deposited in such Ground Lease Reserve Account in accordance with Section 7.5.1;

(iii)to the Tax and Insurance Escrow Fund in the amount required to be deposited in the Tax and Insurance Escrow Fund in accordance with Section 7.2;

(iv)an amount equal to the Monthly Debt Service Payment Amount then due and payable under the Loan, together with all other amounts then due and payable to Lender under the Loan Documents (including, without limitation, the Administration Fee and all of Lender’s reasonable out-of-pocket expenses incurred in connection with any Lockbox Event Cure (including reasonable out-of-pocket attorneys’ fees and expenses)), shall be paid to Lender;

(v)an amount equal to all Operating Expenses of the Properties that are or will be due and payable during (or which are allocable to) the calendar month in which the applicable Payment Date occurs which are set forth in the Approved Annual Budget or are otherwise approved by Lender, shall be disbursed to Borrower for payment of such Operating Expenses; provided, however, that (A) Lender may deduct from any such disbursement the amount of any previous disbursement made to Borrower for Operating Expenses which Lender reasonably determines exceeds the Operating Expenses actually incurred for the applicable previous calendar month or Fiscal Quarter, and (B) in the event that, as of the first Payment Date after any Fiscal Quarter, Borrower incurred Operating Expenses during such Fiscal Quarter which were not fully reimbursed under this clause (v), then the disbursement on such Payment Date under this clause (v) shall be increased by the lesser of (x) the amount necessary to fully reimburse Borrower for such Operating Expenses or (y) the remaining amount of available funds as of such Payment Date after the application of  the foregoing clauses (i) through (iv) if: (1) Borrower shall have provided to Lender a request for disbursement no less than ten (10) Business Days prior to the applicable Payment Date including (aa) evidence reasonably satisfactory to Lender detailing the excess amounts incurred and whether or not such excess amounts were incurred in accordance with the Approved Annual Budget for such Fiscal Quarter and (bb) an Officer’s Certificate certifying that such excess amounts were incurred, and (2) Lender shall have reasonably determined that such excess amounts were incurred in accordance with the Approved Annual Budget or shall have approved such excess amounts, such approval not to be unreasonably withheld;

(vi)an amount equal to all Extraordinary Expenses of the Properties approved by Lender that are or will be due and payable during (or which are allocable to) the calendar month in which the applicable Payment Date occurs, shall be disbursed to Borrower for payment of such Extraordinary Expenses

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(vii)an amount equal to the sums due and payable with respect to Mezzanine Borrower Preferred Interests and any Subsidiary REIT Preferred Interests not to exceed $30,000.00 in the aggregate in any calendar year;

(viii)to the Replacement Reserve Fund, in the amount required to be deposited in the Replacement Reserve Fund in accordance with Section 7.3.1;

(ix)to the Rollover Reserve Fund, in the amount required to be deposited in the Rollover Reserve Fund in accordance with Section 7.4.1;

(x)an amount equal to the Mezzanine Current Interest which is allocable to the calendar month in which the applicable Payment Date occurs, to the Mezzanine Lender to be applied in accordance with the Mezzanine Loan Documents;

(xi)all amounts remaining in the Cash Management Account after deposits for items (i) through (x) (“Excess Cash Flow”) shall be deposited in the Excess Cash Flow Reserve Account and held by the Lender as additional collateral for the Loan or disbursed in accordance with Section 7.8.2 of this Agreement.

Section 2.7Withholding Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.7 Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of Borrower) requires the deduction or withholding of any Section 2.7 Tax from any such payment by Borrower, then Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Section 2.7 Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.7) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.

(c)Indemnification by Borrower. Borrower shall indemnify Lender, within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.

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(d)Evidence of Payments. As soon as practicable after any payment of Section 2.7 Taxes by Borrower to a Governmental Authority pursuant to this Section 2.7, Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Section 2.7 Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.7(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower,

(A)any Lender that is a U.S. Person shall deliver to Borrower on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Section 2.7 Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding

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Section 2.7 Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or Form W-8BEN-E, as applicable; or

(4)to the extent a Foreign Lender is a partnership or is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply

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with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so.

(f)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Section 2.7 Taxes as to which it has been indemnified pursuant to this Section 2.7 (including by the payment of additional amounts pursuant to this Section 2.7), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Section 2.7 Taxes giving rise to such refund), net of all out-of-pocket expenses (including Section 2.7 Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Section 2.7 Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Section 2.7 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Section 2.7 Taxes that it deems confidential) to the indemnifying party or any other Person.

(g)Survival. Each party’s obligations under this Section 2.7 shall survive any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under any Loan Document. Notwithstanding the foregoing or anything to the contrary set forth in this Section 2.7, Borrower shall not be obligated to pay pursuant to this Section 2.7, and Lender shall not be entitled to claim compensation pursuant to this Section 2.7, for any amounts which were incurred or which accrued more than ninety (90) days before the date Lender notified Borrower of the circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the amounts payable by Borrower under this Section 2.7.

Section 2.8Extension of the Initial Maturity Date. Borrower shall have the option to extend the Initial Maturity Date of the Loan for two (2) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1)

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year each (the Initial Maturity Date following the exercise of each such option is hereinafter the “Extended Maturity Date”) upon satisfaction of the following terms and conditions:

(a)no Event of Default shall have occurred and be continuing at the time the applicable Extension Option is exercised and at the time that the applicable extension occurs;

(b)Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than thirty (30) days and not earlier than one hundred twenty (120) days prior to the date the Loan is then scheduled to mature (provided that if Borrower shall subsequently revoke such notice, Borrower shall be responsible for Lender’s reasonable out-of-pocket costs and expenses actually incurred in connection with same);

(c)if the Interest Rate Cap Agreement is scheduled to mature prior to the applicable Extended Maturity Date, Borrower shall (i) obtain and deliver to Lender on or prior to the first day of each Extension Option, one or more Replacement Interest Rate Cap Agreements (or modification of the then-current Interest Rate Cap Agreement) from an Acceptable Counterparty which Replacement Interest Rate Cap Agreement (or modification of the then-current Interest Rate Cap Agreement) shall have a strike price equal to or less than the Strike Price, be effective commencing no later than the first date of such Extension Option and shall have a maturity date not earlier than the applicable Extended Maturity Date after giving effect to the option then being exercised and (ii) deliver an assignment of interest rate cap agreement with respect to any Replacement Interest Rate Cap Agreement in form and substance substantially similar to the Assignment of Interest Rate Cap Agreement delivered on the Funding Date, together with legal opinions of counsel to the counterparty in accordance with Section 2.2.7(e).

(d)Borrower shall have delivered to Lender together with its notice pursuant to subsection (b) of this Section 2.8 and at Lender’s reasonable request, on the commencement date of the applicable Extension Option, an Officer’s Certificate in form reasonably acceptable to the Lender certifying that each of the representations and warranties of Borrower contained in the Loan Documents is true and correct in all material respects as of the giving of the notice to the extent such representations and warranties are not matters which by their nature can no longer be true and correct as a result of the passage of time and except (i) to the extent that any such representations and warranties are only made as of a specific date, in which case such representation or warranty shall be provided as of such specific date or (ii) such representation or warranty is no longer accurate in all material respects as a result of a change in facts that was not caused by any breach or default under the Loan Documents);

(e)with respect to each Extension Option, the Debt Yield, as determined by Lender for the twelve (12) full calendar months ending on the last day of the month preceding the month in which the applicable extension period is to commence is based upon shall equal or exceed 28.3%; provided that Borrower may prepay the Loan in accordance with Section 2.4.1 hereof in order to satisfy such requirement;

(f)on or prior to the then-applicable Maturity Date, Borrower shall pay to Lender in connection with the exercise of each such Extension Option an extension fee equal to 0.50% of the outstanding principal amount of the Loan (taking into account any prepayment

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being made in connection with the exercise of the Extension Option), which extension fee shall be deemed earned by Lender and non-refundable upon effectiveness of the extension of the Loan contemplated by this Section 2.8; and

(g)Borrower shall have delivered to Lender a completed Beneficial Ownership Certification for Legal Entity Customers on Lender’s then‐current form dated not earlier than thirty (30) days prior to the then applicable Maturity Date, to the extent required by Lender’s then-appliable “know your customer” procedures.

ARTICLE III – INTENTIONALLY OMITTED

ARTICLE IV– REPRESENTATIONS AND WARRANTIES

Section 4.1Borrower Representations. Borrower represents and warrants as of the date hereof and, subject to Section 2.1.2(d), as of the Funding Date that:

4.1.1Organization. Each Individual Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the related Individual Property and to transact the businesses in which it is now engaged. Each Individual Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required by Legal Requirements to be so qualified in connection with its businesses and operations. Each Individual Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the related Individual Property and to transact the businesses in which it is now engaged, except where the failure to so possess the same would not reasonably be expected to have an Individual Material Adverse Effect. The ownership interests in each Individual Borrower and U.S. federal income tax classification are as set forth on the organizational chart attached hereto as Schedule 4.1.1.

4.1.2Proceedings. Each Individual Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and such other Loan Documents to which it is a party have been duly executed and delivered by or on behalf of each Individual Borrower and constitute legal, valid and binding obligations of such Individual Borrower enforceable against such Individual Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3No Conflicts. The execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party by each Individual Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of such Individual Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other material agreement or instrument to which Borrower is a party or by which any of the Individual Properties or Borrower’s assets is subject, nor will

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such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower or any of Borrower’s properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any court or any such Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents has been obtained and is in full force and effect.

4.1.4Litigation. Except as disclosed on Schedule 4.1.4 attached hereto and except for the PPD Dispute, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened (in writing) against or affecting Borrower, Guarantor or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Guarantor or any Individual Property, would reasonably be likely to result in an Individual Material Adverse Effect. Borrower is not involved in any dispute with any taxing authority, except with respect to any real estate tax valuation that is being contested in good faith by appropriate proceedings by Borrower, in each case, as described on Schedule 4.1.4 hereto. Borrower has no judgments or liens of any nature against it except for tax liens not yet delinquent as set forth in the title commitments received by Lender prior to the Closing Date or Title Insurance Policies delivered prior to the Closing Date, Permitted Encumbrances, and any liens or judgments previously opened against Borrower have been indefeasibly paid and/or satisfied in full prior to the date hereof.

4.1.5Agreements. Following the transactions contemplated to be effected in connection with the Distribution, Borrower is not a party to any agreement or instrument or subject to any restriction which, absent a default thereunder, would be reasonably likely to result in an Individual Material Adverse Effect. Borrower is not in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or any Individual Property is bound that would be reasonably likely to result in a Material Adverse Effect. Neither Borrower nor Guarantor has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower or Guarantor is a party or by which Borrower, Guarantor or the Properties are otherwise bound, other than, (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (xxiii) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, (b) obligations under the Loan Documents, (c) obligations under Permitted Encumbrances, (d) as disclosed in the most recent financial statements delivered to Lender, or (e) as disclosed on Schedule 4.1.5 attached hereto.

4.1.6Title. Each Individual Borrower has good, marketable and insurable fee simple or leasehold estate title, as applicable, to the real property comprising part of its applicable Individual Property and good title to the balance of the such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. The Permitted Encumbrances with respect to each Individual Property in the aggregate would not be reasonably likely to result in an Individual Material Adverse Effect. Each Mortgage, when properly recorded in the appropriate records, together with any Uniform Commercial Code

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financing statements required to be filed in connection therewith, will create (a) a valid, perfected first priority lien on the portion of the applicable Individual Property comprised of real property, subject only to Permitted Encumbrances and the Liens created by the Loan Documents and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any applicable Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Documents. To Borrower’s knowledge, except for Permitted Encumbrances, there are no claims for payment for work, labor or materials affecting the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. The Pledgor Pledge Agreement, together with any Uniform Commercial Code financing statements relating to the applicable Pledged Collateral when properly filed in the appropriate records and the delivery of the certificates evidencing such interests to Lender in the State of New York, will create a valid, first priority, perfected security interest in Pledgor’s interest in the applicable Pledged Collateral, all in accordance with the terms thereof. The Holdco Pledge Agreement, together with any Uniform Commercial Code financing statements relating to the applicable Pledged Collateral when properly filed in the appropriate records, will create a valid, first priority, perfected security interest in Holdco’s interest in the applicable Pledged Collateral, all in accordance with the terms thereof.

4.1.7Solvency. Borrower has (a) not entered into this transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan and the Loan Documents (including the Contribution Agreement), (i) the sum of Borrower’s assets, at fair valuation, is and will, immediately following the making of the Loan, be greater than the sum of Borrower’s debts (including, without limitation, subordinated, unliquidated, disputed and contingent liabilities), at fair valuation, and (ii) the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No Bankruptcy Action has been commenced by or against any Borrower Party or any constituent Person in the last seven (7) years. No Borrower Party nor, to Borrower’s knowledge, any of their constituent Persons are contemplating either the commencement of a Bankruptcy Action or the liquidation of all or a major portion of such Person’s assets or property, and Borrower has no knowledge of any Person contemplating the commencement of a Bankruptcy Action against any Borrower Party or such constituent Persons. For purposes of this Section 4.1.7, the term “constituent Person” shall not include any direct or indirect holders of equity interests that are publicly traded on a nationally or internationally recognized exchange.

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4.1.8Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading in light of the circumstances in which such statements were made. There is no material fact presently known to Borrower which has not been disclosed to Lender which would be reasonably likely to result in a Material Adverse Effect.

4.1.9ERISA.

(a)Generally. Each of Borrower, Guarantor and their ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable law relating to any “employee benefit plan” within the meaning of Section 3(3) of ERISA. Neither Borrower nor Guarantor has incurred or reasonably expects to incur any material liability for a non-exempt Prohibited Transaction (as such term is defined in Section 406 of ERISA or Section 4975 of the Code). No ERISA Event has occurred or is reasonably expected to occur that could result in a Material Adverse Effect. With respect to each Foreign Plan, and except as would not be expected to result in a Material Adverse Effect, (i) any employer and employee contributions required by law or by the terms of any Foreign Plan have been made, or, if applicable, accrued, in accordance with applicable law and normal accounting practices, (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles, and (iii) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

(b)Plan Assets; Prohibited Transactions. No Borrower Party or Guarantor is, and neither shall become an entity deemed to hold “plan assets” within the meaning of the Plan Asset Regulation. No Borrower Party or Guarantor is a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with Borrower or Guarantor are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”). Assuming the Lender does not fund any portion of the borrowings hereunder with “plan assets” as determined under the Plan Asset Regulation, the execution of this Agreement, the making of the Loan and the other transactions contemplated by the Loan Documents, including but not limited to the exercise by the Lender of its rights under the Loan Documents, are not and will not give rise to a nonexempt Prohibited Transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code, and are not prohibited or otherwise restricted by Similar Law.

4.1.10Compliance. Except as expressly set forth in the zoning reports or physical condition reports delivered to Lender prior to the Closing Date, Borrower and the Properties and the use thereof comply in all material respects with all applicable Legal

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Requirements, including, without limitation, building and zoning ordinances and codes, except to the extent where the failure to comply with respect to any Individual Property would not be reasonably likely to result in an Individual Material Adverse Effect. Borrower is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the default or violation of which with respect to any Individual Property would be reasonably likely to result in an Individual Material Adverse Effect. There has not been committed by Borrower or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of the Properties any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan (a) are true, complete and correct in all material respects, (b) accurately represent in all material respects the financial condition of Borrower and the Properties, as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances or as otherwise disclosed on the most recent financial statements delivered to Lender or on Schedule 4.1.5 hereto, neither Guarantor nor Borrower has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect. Since the date of such financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower (taken as a whole) from that set forth in said financial statements.

4.1.12Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened in writing with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14Utilities and Public Access. Except as set forth in the title commitments received by Lender prior to the Closing Date, Title Insurance Policies or the surveys of the Individual Properties delivered to Lender prior to the Closing Date, (i) each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses and (ii) all public utilities necessary or convenient to the full use and enjoyment of each Individual Property

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are located either in the public right of way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured (or will, following the Funding Date, be insured) by the related Title Insurance Policy. All roads necessary for the use of each Individual Property for its current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15Not a Foreign Person. Borrower is not a “foreign person” within the meaning of §1445(f)(3) of the Code.

4.1.16Separate Lots. Except as set forth in the title commitments received by Lender prior to the Closing Date or the Title Insurance Policies delivered to Lender prior to the Closing Date, each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17Assessments. Except as set forth in the title commitments received by Lender prior to the Closing Date or the Title Insurance Policies delivered to Lender prior to the Closing Date, (i) there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Individual Property, nor (ii) are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18Enforceability. The Loan Documents are enforceable by Lender (or any subsequent holder thereof) in accordance with their respective terms, subject to principles of equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations. The Loan Documents are not subject to any right of rescission, set off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and neither Borrower nor Guarantor has asserted any right of rescission, set off, counterclaim or defense with respect thereto.

4.1.19No Prior Assignment. There are no prior assignments of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

4.1.20Insurance. Borrower has obtained and has delivered to Lender certified copies of (or certificates evidencing) the Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. Except as set forth on Schedule 4.1.20 attached hereto, no material claims have been made or are currently pending, outstanding or otherwise remain unsatisfied under any such Policy, and neither Borrower nor, to Borrower’s knowledge, any other Person, has knowingly done, by act or omission, anything which would materially impair the coverage of any such Policy.

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4.1.21Use of Property. Each Individual Property is used exclusively for office and related commercial purposes and other appurtenant and related uses.

4.1.22Certificate of Occupancy; Licenses. Except as disclosed in the zoning reports delivered to Lender prior to the Closing Date, to Borrower’s knowledge, all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of each Individual Property have been obtained and are in full force and effect, except where the failure to obtain, or maintain in full force and effect, the same would not be reasonably likely to result in an Individual Material Adverse Effect. The use being made of each Individual Property is in conformity with the certificate of occupancy issued for such Individual Property.

4.1.23Flood Zone. Except as disclosed in the Surveys delivered to Lender or in the flood determination obtained by Lender prior to the Closing Date, none of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to such Individual Property.

4.1.24Physical Condition. Except as disclosed in the property condition reports delivered to Lender prior to the Closing Date, (i) each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; (ii) to Borrower’s knowledge, there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, other than those that would not be reasonably likely to result in an Individual Material Adverse Effect, and (iii) Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect 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.

4.1.25Boundaries. Except as may be disclosed on the Surveys delivered to Lender prior to the Closing Date, (a) to Borrower’s knowledge, all of the improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, (b) no improvements on adjoining properties encroach upon any Individual Property in any material respects, and (c) no easements or other encumbrances upon any Individual Property encroach upon any of the Improvements, so as to materially affect the value of the applicable Property except those which are insured (or will, following the Funding Date, be insured) against by the applicable Title Insurance Policy.

4.1.26Leases. The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Borrower

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is the owner and lessor of landlord’s interest in the Leases. To Borrower’s knowledge, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, (1) the current Leases are in full force and effect and Borrower has neither given nor received and written notice of default thereunder that has not been resolved; (2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (341 Carlson Circle, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (28588 Northwestern Hwy, Southfield, MI 48034); (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”); (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding; (5) except as disclosed thereon, no Tenant listed on Schedule 4.1.26-A has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises except as has been disclosed in the estoppels delivered to Lender in connection with the closing of the Loan; and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than as set forth on Schedule 4.1.26-C attached hereto. None of the Tenants holding leasehold interests with respect to the Property is Affiliated with Borrower.

4.1.27Condominium. With respect to the Condominium:

(a)The Condominium has been legally and validly created pursuant to all Legal Requirements and the Condominium Documents. To Condominium Borrower’s knowledge, the Condominium Documents are valid and enforceable and in full force and effect and there currently exists no default or event of default, after the expiration of all applicable notice or cure periods thereunder by Condominium Borrower or by any other party thereto. To Condominium Borrower’s knowledge, none of the Condominium Documents have been modified, amended or supplemented. Condominium Borrower has delivered to Lender a true, complete and correct copy of each of the Condominium Documents. No consent under the Condominium Documents is required for Condominium Borrower to mortgage the Unit other than those that have been obtained as of the Closing Date.

(b)To Condominium Borrower’s knowledge, all Assessments (if any) due and payable by Condominium Borrower pursuant to the Condominium Documents as of the date hereof have been fully paid. There are currently no special, supplemental or otherwise extraordinary Assessments pending or, to Borrower’s knowledge, proposed (other than regular, annual Assessments) by the Condominium Board, and to Borrower’s knowledge, no working capital reserves have been established with respect to the Condominium.

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(c)Condominium Borrower is the owner of Unit 3 (as defined in the Condominium Documents) and does not own any other unit of the Condominium. Condominium Borrower’s percentage interest in the common elements of the Condominium is 27.81%. Condominium Borrower is able to exercise all rights set forth in the Loan Documents without being subject to any restriction set forth in the Condominium Documents.

(d)No party to the Condominium Documents has a right of first refusal or an option to purchase the applicable Individual Property.

(e)Condominium Borrower, and to Condominium Borrower’s knowledge, the applicable Tenant or the Condominium Board currently maintains (or shall cause to be maintained) insurance coverage with respect to all of the Common Elements which comprise a portion of, and are appurtenant to, the applicable Individual Property as required by the Condominium Documents.

4.1.28Inventory. To the extent required to be maintained by Borrower, all of the Equipment, Fixtures and Personal Property are sufficient to operate the Properties in the manner required hereunder and in the manner in which it is currently operated.

4.1.29Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person with respect to the transfer of the Individual Properties to their respective Individual Borrowers under applicable Legal Requirements have been paid (or will be paid at or prior to the Closing Date). All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgages, have been paid (or will be paid at or prior to the filing or recordation of the Mortgages).

4.1.30Special Purpose Entity/Separateness. (a)  Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that each Individual Borrower (until such Individual Borrower is released pursuant to the terms of Section 2.5.2), Principal (until such the Individual Borrower owned by such Principal is released pursuant to the terms of Section 2.5.2), Holdco, Pledgor, TRS and any Subsidiary REIT is, shall be and shall continue to be a Special Purpose Entity.

(b)With respect to (i) each Individual Borrower (and, with respect to any Individual Borrower that is a limited partnership, its Principal), the representations, warranties and covenants set forth in Section 4.1.30(a) shall survive until the earlier to occur of (x) the Individual Property owned by such Individual Borrower being released from the Lien of the Loan Documents pursuant to Section 2.5.2, and (y) the repayment in full of the Debt and (ii) each other Borrower Party, the representations, warranties and covenants set forth in Section 4.1.30(a) shall survive until repayment in full of the Debt.

(c)Any and all of the stated facts and assumptions made in any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be

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true and correct in all respects, and Borrower will have complied and will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion. Each entity other than Borrower with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein.

(d)Borrower covenants and agrees that (i) Borrower shall provide Lender with fifteen (15) days’ written notice prior to the removal of an Independent Director of any ID Party (other than to the extent resulting from the death, disability, resignation (unless such resignation is requested or demanded by any Borrower Party) or incapacity of the applicable Independent Director), and (ii) no Independent Director shall be removed other than for Cause.

(e)The organizational documents for each Borrower Party that is a Delaware limited liability company that is required to maintain independent Directors pursuant to the terms of this Agreement (each, an “ID Party”) shall provide that except for duties to such ID Party as set forth in the organizational documents (including duties to the member and such ID Party’s creditors solely to the extent of their respective economic interests in such ID Party, but excluding (i) all other interests of the member, (ii) the interests of other Affiliates of such ID Party, and (iii) the interests of any group of Affiliates of which such ID Party is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable ID Party’s organizational documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The organizational documents for any such ID Party that is a Delaware Limited Liability Company shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to such ID Party the member or any other Person bound by the applicable ID Party’s organizational documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The organizational documents for each ID Party that is a Delaware Limited Liability Company shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable ID Party’s organizational documents. The organizational documents for each ID Party that is a Delaware Limited Liability Company shall provide that notwithstanding any other provision of the applicable Borrower’s or Principal’s organizational documents to the contrary, each ID Party, in its capacity as an Independent Director, may only act, vote or otherwise participate in those matters referred to in clause (x) of the definition of “Special Purpose Entity” or as otherwise specifically required by the applicable organizational documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the member or board of directors of such ID Party unless, pursuant to the provisions of Section 9(c)(iii) or as otherwise specifically provided in the applicable organizational documents, such action would be invalid in the absence of the affirmative vote or consent of such Independent Director. The organizational documents for each Borrower Party that is not an ID

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Party shall provide that any Material Action with respect to such Borrower Party requires the approval of the applicable ID Party that Controls such Borrower Party (which for any Individual Borrower that is a limited partnership shall be Holdco, as the sole member of its Principal) (for clarity, which shall in turn require the vote of the Independent Directors of such ID Party).

(f)Borrower hereby represents with respect to itself that any amendment or restatement of any organizational document has been accomplished in accordance with, and was permitted by, the relevant provisions of such document prior to its amendment or restatement from time to time.

(g)With respect to each Individual Borrower other than Roosevelt Blvd North (FL) LLC, Spring Forest Road (NC) LLC and Vandenburg Blvd (PA) LLC, Borrower hereby represents that from the date of its formation to the date hereof:

(i)its business has been limited solely to (A) acquiring, developing, owning, holding, leasing, transferring, exchanging, operating and managing the Properties, (B) entering into financings and refinancings of the Properties and (C) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing;

(ii)it has not engaged in any business other than as set forth in (i) above;

(iii)it has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party, except as may have been expressly permitted pursuant to the terms of any prior financings;

(iv)it has not (a) made any loans or other extensions of credit to any Person or (b) acquired or held evidence of indebtedness issued by any other Person or entity, in either of the case of (a) or (b), other than (1) extensions of credit such as security deposits made in the ordinary course of business relating to the ownership and operation of an Individual Property made to an entity that is not an Affiliate of or subject to common ownership with such entity or (2) cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity;

(v)it has paid its debts and liabilities from its assets as the same have become due or such debts and liabilities have been repaid or discharged as of the date hereof;

(vi)it has done or caused to be done all things necessary to observe organizational formalities and preserve and keep in full force and effect its existence, rights (charter and statutory) and franchises;

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(vii)it has maintained all of its books, records, financial statements and bank accounts separate from those of Affiliates and any constituent party, assets have not been listed as assets on the financial statement of any other Person; except to the extent included in a consolidated financial statement. Borrower, to the extent applicable, has filed its own tax returns (except filed consolidated tax returns to the extent required or permitted by law and to the extent that it has been treated as a tax “disregarded entity” not required to file tax returns under applicable law). Borrower has maintained its books, records, resolutions and agreements as official records;

(viii)has corrected any known misunderstanding regarding its status as a separate entity, has conducted its business in its own name, has not identified itself or any of its Affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks;

(ix)it has not commingled its funds or assets with those of any other Person and has held all of its assets in its own name (other than for bank accounts with certain Affiliates maintained in the ordinary course of business);

(x)it has not assumed or guaranteed or become obligated for the debts of any other Person and has not held itself out as being responsible for the debts or obligations of any other Person, and has not held out its credit as being available to satisfy the obligations of any other Person, in each case, other than in connection with prior financings that have been released or discharged or that will be released or discharged as of the closing of the Loan;

(xi)it is and has since its formation been duly formed, validly existing, and in good standing in the state of its formation and in all other jurisdictions where it is required to be qualified to do business, in each case, except as may have been remedied prior to the date hereof;

(xii)it has not granted a security interest or lien in, to or upon, or pledged or otherwise encumbered any of its assets to secure the obligations for the benefit of any other Person other than with respect to loans secured by the Properties and no such security interest, lien, pledge or other encumbrance remains outstanding except in connection with the Loan with respect to the obligations or the other Borrowers;

(xiii)it has remained solvent and maintained adequate capital in light of its contemplated business operations;

(xiv)has paid the salaries of its own employees (if any) from its own funds;

(xv)it has not owned any subsidiary or any equity interest in any other Person;

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(xvi)it has not made loans to any other person that have not been released or discharged nor has it bought or held evidence of indebtedness issued by any other person or entity, except in connection with any tenant improvement allowance under any Lease;

(xvii)it has not incurred any Indebtedness that is still outstanding other than Indebtedness that is permitted under the Loan Documents; and

(xviii)it has not had any of its obligations guaranteed by an Affiliate except for guarantees under prior financings that have been released or discharged or that will be released or discharged as of the closing of the Loan.

4.1.31Management Agreement. Each Management Agreement is in full force and effect and, to Borrower’s knowledge, Borrower has neither given nor received any written notice of default that has not previously been resolved.

4.1.32Illegal Activity. No portion of any Individual Property has been or will be purchased by Borrower with proceeds of any illegal activity.

4.1.33No Change in Facts or Circumstances; Disclosure. All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule 4.1.26-A), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are true, complete and correct in all material respects as of the date they were provided; provided, that Borrower’s representation with respect to reports prepared by third parties is limited to Borrower’s knowledge (except to the extent of information in such reports provided by or on behalf of Borrower or Guarantor). Taking into account the transactions contemplated to occur in connection with the Distribution, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise be reasonably likely to result in a Material Adverse Effect.

4.1.34Investment Company Act. Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Energy Policy Act of 2005, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money or (d) required to be registered as an “investment company” as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, or relying on the exemptions from registration set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended.

4.1.35Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan

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Documents, (a) none of the funds or other assets of any Borrower Party or Guarantor constitute property of, or are beneficially owned, directly or, to Borrower’s knowledge, indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in any Borrower Party or Guarantor, as applicable (whether directly or, to Borrower’s knowledge, indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Borrower Party or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in any Borrower Party or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. The foregoing shall not apply to any indirect holders of equity interests in Borrower or direct or indirect holders of equity interests in Guarantor that are publicly traded on a nationally or internationally recognized exchange.

4.1.36Principal Place of Business; State of Organization. Borrower’s principal place of business as of the date hereof is the address set forth in the introductory paragraph of this Agreement. Each Individual Borrower is organized under the laws of the state set forth next to its name on Exhibit A and its organizational identification number is as set forth on Exhibit A.

4.1.37Intentionally Omitted.

4.1.38Cash Management Account. Upon the opening of the Lockbox Account and the Cash Management Account, this Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Lockbox Account and the Cash Management Account in favor of Lender, which security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of and purchasers from Borrower and Holdco (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations). Other than in connection with the Loan Documents and except for Permitted Encumbrances, Holdco has not sold, pledged, transferred or otherwise conveyed the Lockbox Account and the Cash Management Account;

(a)Upon the opening of the Lockbox Account and the Cash Management Account, each of the Lockbox Account and the Cash Management Account will constitute “deposit accounts” and/or “securities accounts” within the meaning of the Uniform Commercial Code of the State of New York;

(b)Pursuant and subject to the terms hereof and the other applicable Loan Documents, the Lockbox Bank and Cash Management Bank have (or will have prior to the Funding Date) agreed to comply with all instructions originated by Lender, without further consent by Borrower, directing disposition of the Lockbox Account and the Cash Management Account and all sums at any time held, deposited or invested therein, together with any interest or other earnings thereon, and all proceeds thereof (including proceeds of sales and other dispositions), whether accounts, general intangibles, chattel paper, deposit accounts, instruments, documents or securities; and

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(c)The Lockbox Account and Cash Management Account will not be in the name of any Person other than Holdco, as pledgor, or Lender, as pledgee. Neither Borrower nor Holdco will consent to the Lockbox Bank and Cash Management Bank complying with instructions with respect to the Lockbox Account and the Cash Management Account from any Person other than Lender.

(d)As of the Funding Date, the Property will not be subject to any cash management system (other than pursuant to the Loan Documents).

4.1.39Taxes. Borrower has timely filed or caused to be filed all material tax returns and reports required to have been filed by it and has timely paid or caused to be paid all material Section 2.7 Taxes required to have been paid by it, except for (a) any such Section 2.7 Taxes that are being contested in good faith by appropriate proceedings and for which Borrower has set aside on its books adequate reserves in accordance with GAAP, and (b) Taxes and Other Charges, the payment of which shall be governed by Section 5.1.2 and Section 7.2 hereof.

4.1.40Anti-Corruption. Borrower represents and warrants that, in connection with this Agreement, Borrower, Guarantor and, to Borrower’s knowledge, each Person that has an economic interest in Borrower, in each case has complied with and will continue to comply with all applicable anti-bribery and corruption laws and regulations in the United States, including the U.S. Foreign Corrupt Practices Act of 1977 (the “Anti-Corruption Obligation”). Borrower or its upstream Affiliate shall, at all times throughout the term of the Loan, maintain and enforce appropriate policies, procedures and controls reasonably designed to ensure compliance with the Anti-Corruption Obligation. The foregoing shall not apply to any indirect holders of equity interests in Borrower or direct or indirect holders of equity interests in Guarantor that are publicly traded on a nationally or internationally recognized exchange.

4.1.41Ground Lease.

(a)The Ground Lease or a memorandum of the Ground Lease has been duly recorded. The Ground Lease permits the interest of the applicable Individual Borrower to be encumbered by a mortgage or the Ground Lessor has approved and consented to the encumbrance of the Ground Leased Property by the applicable Mortgage. There have not been amendments or modifications to the terms of the Ground Lease since recordation of the Ground Lease (or a memorandum thereof), with the exception of written instruments which have been recorded or as disclosed to Lender in this Agreement.

(b)The Ground Lease may not be terminated, surrendered or amended without the prior written consent of Lender; provided that the Ground Lessor shall not be prevented from exercising its remedies in accordance with the Ground Lease if the obligations of the applicable Individual Borrower under the Ground Lease are not performed as provided in the Ground Lease.

(c)Except for the Permitted Encumbrances and other encumbrances of record, the applicable Individual Borrower’s interest in the Ground Lease is not subject to any

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Liens or encumbrances superior to, or of equal priority with, the applicable Mortgage other than the Ground Lessor’s related fee interest.

(d)Borrower’s interest in the Ground Lease is assignable without the consent of the Ground Lessor to Lender, the purchaser at any foreclosure sale or the transferee under a deed or assignment in lieu of foreclosure in connection with the foreclosure of the Lien of the Mortgage or transfer of Borrower’s leasehold estate by deed or assignment in lieu of foreclosure. Thereafter, the Ground Lease is further assignable by such transferee and its successors and assigns without the consent of the Ground Lessor.

(e)As of the date hereof, the Ground Lease is in full force and effect and no default has occurred on the part of Borrower under the Ground Lease, nor to Borrower’s knowledge has any default occurred by the Ground Lessor under such Ground Lease (except in each case, any such default that has been previously cured). To Borrower’s knowledge, there is no existing condition which, but for the passage of time or the giving of notice, could result in a default by Borrower or Ground Lessor under the terms of such Ground Lease.

(f)Under the terms of the Ground Lease and the Loan Documents, taken together, any related insurance and condemnation proceeds that are paid or awarded to Borrower with respect to the leasehold interest will be applied either to the repair or restoration of all or part of the Ground Leased Property, with Lender having the right subject to the terms of the Loan Documents to hold and disburse the proceeds as the repair or restoration progresses, or to the payment of the outstanding principal balance of the Loan together with any accrued interest thereon.

(g)The Ground Lease requires the Ground Lessor to give notice of any default by Borrower to Lender prior to exercising its remedies thereunder.

(h)Lender is permitted the opportunity to cure any default under the Ground Lease, which is curable after the receipt of notice of the default before the Ground Lessor thereunder may terminate the Ground Lease.

(i)The Ground Lease has a term which extends not less than thirty (30) years beyond the Maturity Date (including any unexercised option periods and automatic renewal periods).

(j)The Ground Lease (taken together with the estoppel delivered by the Ground Lessor in connection with the Loan prior to the Closing Date) requires the Ground Lessor to enter into a new lease upon termination (prior to expiration of the term thereof) of the Ground Lease for any reason or the rejection or disaffirmation of the Ground Lease in a bankruptcy proceeding.

4.1.42PILOT Leases and PILOT Lease Documents.

(a)The PILOT Lease, or a memorandum thereof, has been duly recorded.

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(b)PILOT Lessor may not amend, rescind or terminate the PILOT Lease without the prior written consent of Lender.

(c)The PILOT Lease permits the interest of the applicable Individual Borrower party thereto to be encumbered by the related Mortgage.

(d)Except for Permitted Encumbrances, the applicable Individual Borrower’s interest in the PILOT Lease is not subject to any liens or encumbrances superior to, of equal priority with, or subordinate to the related Mortgage.

(e)The applicable Individual Borrower’s interest in the PILOT Lease is assignable to Lender or its designee (or consent to the same has been obtained) and is further assignable by Lender and its successor and assigns in accordance with the PILOT Lease.

(f)The PILOT Lease requires the PILOT Lessor to give notice of any default by the applicable Individual Borrower to Lender prior to exercising its remedies thereunder. Pursuant to the PILOT Lease, Lender is permitted, but is not obligated, to cure any default under the PILOT Lease, which is curable by Lender, upon receipt of notice of any default before PILOT Lessor may terminate the PILOT Lease.

(g)The PILOT Lease requires the PILOT Lessor to enter into a new lease with Lender or transfer the fee interest in the applicable Individual Property to Lender upon the termination of the PILOT Lease for any reason (other than a termination consented to by Lender or permitted pursuant to the terms of this Agreement or resulting from a total taking in the event of a Condemnation) or in connection with the rejection of such PILOT Lease in a bankruptcy proceeding; provided that Lender cures any defaults that are susceptible to being cured by Lender.

(h)Under the terms of the PILOT Lease, this Agreement and the Mortgage, when taken together, all related insurance and condemnation proceeds will be applied either to the repair or restoration of all or part of the applicable related Individual Property, with Lender having the right to hold and disburse the proceeds as the repair and restoration progresses, or to the payment of the Debt.

(i)The PILOT Lease does not impose any restrictions on subleasing.

(j)Except as disclosed in the estoppels delivered to Lender at or prior to the Closing Date, each PILOT Lease and PILOT Lease Document is in full force and effect and neither Borrower nor, to Borrower’s actual knowledge, any other party to each such PILOT LEASE or PILOT Lease Document, is in default thereunder, and to Borrower’s actual knowledge, there are no conditions which, with the passage of time or giving of notice, or both, would constitute a default thereunder. Except as described herein or disclosed in any estoppel delivered to Lender in connection with the closing of the Loan prior to the Closing Date, neither the PILOT Lease nor the PILOT Lease Documents have not been modified, amended or supplemented.

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4.1.43REA. Each REA is in full force and effect and neither Borrower nor, to Borrower’s knowledge, any other party to any REA, is in default thereunder, and to Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default thereunder. Except as described herein, the REA has not been modified, amended or supplemented.

Section 4.2Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE V – BORROWER COVENANTS

Section 5.1Affirmative Covenants. From the date hereof and until payment and performance in full of the Debt or, with respect to any Individual Property and the Individual Borrower that owns the same (so long as such Individual Borrower does not own other Property that remains subject to the Loan), the earlier release of the Lien of the Mortgage encumbering such Individual Property (and all related obligations) in accordance with the terms of this Agreement and the other Loan Documents, Borrower hereby covenants and agrees with Lender that:

5.1.1Existence; Compliance with Legal Requirements. Borrower shall do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect its (i) existence and (ii) any material rights, licenses, permits and franchises and (b) subject to such Borrower’s right to contest such Legal Requirements in accordance with this Section 5.1.1, comply in all material respects with all Legal Requirements applicable to it and the Properties, including, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by Borrower, and Borrower shall never knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties to commit any act or omission affording the federal government or any state or local government the right of forfeiture against any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or knowingly suffer to exist any act or omission affording such right of forfeiture. Borrower shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property material to its conduct of its business and shall keep the Properties in good working order and repair (ordinary wear and tear and Casualty excepted), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, and replacements thereto, all as more fully provided in the Loan Documents. Borrower shall keep the Properties insured at all times under Policies in compliance with Article VI of this Agreement. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any

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Legal Requirement to Borrower or any Individual Property or any alleged violation of any Legal Requirement; provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof comply, in all material respects, with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower or any Individual Property; and (vi) if Borrower has not paid any contested amounts under protest such that no security is so required, Borrower shall furnish such security as may be required in the proceeding, or as may be reasonably requested by Lender, to ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established and Borrower does not timely comply therewith or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2Taxes and Other Charges. Subject to the provisions of this Section 5.1.2, Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against it or any of the Properties or any part thereof prior to the same becoming delinquent; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as (and to the extent that) Borrower complies with the terms and provisions of Section 7.2 hereof. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than two (2) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes are required to be paid by Lender pursuant to Section 7.2 hereof and sufficient funds are in the Tax and Insurance Escrow Fund to make such payment). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Properties other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the Properties. After prior written notice to Lender, Borrower, at Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges or any Lien filed against the Property; provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold,

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forfeited, terminated, cancelled or lost; (iv) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount of such Lien, together with all costs, interest and penalties which may be payable in connection therewith; (v) either such Taxes or Other Charges or the amount of the Lien shall have been paid under protest or such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property; and (vi) if Borrower or Lender have not paid such Taxes or Other Charges or the amount of such Lien under protest, Borrower shall furnish such security as may be required in the proceeding, or, if none, as may be requested by Lender, to ensure the payment of any such Taxes or Other Charges or the amount of such Lien, together with all interest and penalties thereon (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established and Borrower has not timely paid the same or any Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of any Mortgage being primed by any related Lien. Notwithstanding anything to the contrary set forth herein, to the extent any such Taxes and Other Charges are actually paid directly by Tenant prior to delinquency, the obligations of Borrower hereunder to pay the same shall be deemed satisfied.

5.1.3Litigation. Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened (in writing) against Borrower and/or Guarantor which, if adversely determined, would be reasonably likely to result in an Individual Material Adverse Effect or a Material Adverse Effect.

5.1.4Access to the Properties. Subject to the rights of Tenants under Leases and the Manager under any applicable Management Agreement, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice; provided, that so long as no Event of Default is continuing, Lender shall not exercise such inspection right more than once in each twelve (12) month period for any Individual Property, except in connection with any secondary market transaction for the Loan described in Article IX.

5.1.5Notice of Default. Borrower shall promptly advise Lender of any Individual Material Adverse Effect or Material Adverse Effect of which Borrower has knowledge, or of the occurrence of any monetary or material non-monetary Default or Event of Default of which Borrower has knowledge.

5.1.6Cooperate in Legal Proceedings. Borrower shall reasonably cooperate with Lender with respect to any proceedings before any court, board or other Governmental Authority which would reasonably be expected to materially and adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

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5.1.7Condominium.

(a)Upon Lender’s written request, Condominium Borrower shall provide Lender with copies of all statements issued by the Condominium Board for Assessments (if any) pursuant to the Condominium Documents promptly after Condominium Borrower’s receipt thereof. Condominium Borrower shall pay prior to delinquency all Assessments imposed pursuant to the Condominium Documents (if any) when the same become due and payable with respect to the Condominium Unit. Condominium Borrower will deliver to Lender, promptly upon Lender’s request, evidence reasonably satisfactory to Lender that such Assessments have been so paid or are not then delinquent.

(b)Condominium Borrower shall, and shall vote to cause the Condominium Members appointed by Condominium Borrower to, observe and perform in all material respects each and every term to be observed or performed by them pursuant to the Condominium Documents to the extent the failure to observe and perform any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect, and comply in all material respects with any and all rules and regulations that may be adopted for the Condominium, as the same shall be in full force and effect from time to time to the extent the failure to comply with any of the foregoing could reasonably be expected to have an Individual Material Adverse Effect.

(c)Condominium Borrower shall, and shall vote to cause the Condominium Members appointed by Condominium Borrower to, use commercially reasonable efforts to enforce the performance and observance of all of the covenants and agreements (other than those of a de minimis nature) required to be performed and/or observed under the Condominium Documents, to the extent Condominium Borrower or its Condominium Members has the legal right to do so.

(d)Condominium Borrower shall comply, and shall cause the Condominium Members appointed by Condominium Borrower to vote to comply, in all material respects with all Legal Requirements applicable to the Condominium, and will take all commercially reasonable actions as may be necessary from time to time to preserve and maintain the Condominium in accordance with applicable law, to the extent Condominium Borrower or its Condominium Members has the legal right to do so.

(e)Without the prior written consent of Lender, which shall not be unreasonably withheld, conditioned or delayed, Condominium Borrower shall not, and shall not cause the Condominium Members appointed by Condominium Borrower to, vote to (i) modify or amend any of the terms or provisions of the Condominium Documents in any material manner to the extent such modification or amendment could reasonably be expected to have an Individual Material Adverse Effect, (ii) subdivide the Condominium Unit, combine the Condominium Unit or otherwise reposition the Condominium Unit or Common Elements pursuant to the Condominium Documents or (iii) terminate the Condominium or the Condominium Documents (or permit any deemed approval provisions in the Condominium Documents with respect to any termination of the condominium regime to take effect), withdraw from a condominium regime, or partition, subdivide or expand the Condominium (and Condominium Borrower hereby

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collaterally assigns to Lender any right it may have to do any of the foregoing; it being agreed that Lender shall not exercise such voting right unless and until an Event of Default is then continuing).

(f)Borrower shall promptly deliver to Lender copies of any written notices of default received by Borrower under the Condominium Documents. Condominium Borrower shall deliver to Lender each annual budget of the Condominium (if any) promptly upon the finalization thereof and receipt thereof by Condominium Borrower.

(g)In addition to Lender’s other consent rights as specified in this Agreement, unless the following actions are required to effect a matter expressly required by Legal Requirements, Condominium Borrower shall not, and shall not permit any Condominium Members appointed by Condominium Borrower to, exercise any other material approval, consent or voting right to which it is entitled under the Condominium Documents, or any approval, consent or voting right with respect to any action or inaction that could reasonably be expected to result in an Individual Material Adverse Effect, in each case, without obtaining Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(h)On the Closing Date with respect to the then-existing Condominium Members appointed by Condominium Borrower, and during the term of the Loan with respect to any new Condominium Members appointed by Condominium Borrower, Condominium Borrower shall obtain resignation letters from each such Condominium Member, to be held in escrow by Lender and submitted (at Lender’s option) upon the occurrence and continuance of an Event of Default. Upon the occurrence and continuance of an Event of Default, Lender has the right remove any Condominium Member appointed by Condominium Borrower, and Lender shall have the right to designate the replacement for such Condominium Member.

(i)Subject to the provisions of the Condominium Documents and applicable law, following the occurrence and during the continuance of an Event of Default, Lender shall have the rights and privileges which Condominium Borrower has under the Condominium Documents as though Lender were in fact the owner of Condominium Borrower’s interest in the Condominium Unit, which rights and privileges shall include, without limitation, all voting rights accruing to Condominium Borrower under the terms of the Condominium Documents. Upon the occurrence and continuance of an Event of Default, Lender may vote in place of Condominium Borrower and may exercise any and all of said rights. Condominium Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, to vote as Condominium Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder. Written notice from Lender to the Condominium Board shall be deemed conclusive as to the existence of such Event of Default and as to Lender’s rights and privileges hereunder.

(j)Condominium Borrower shall promptly notify Lender of (i) except for normal annual increases under the Condominium Documents, any material adjustments made to the amount of Assessments levied by the Condominium Board due under the Condominium Documents, or (ii) the imposition of any additional material Assessments by the Condominium

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Board under the Condominium Documents, in each case to the extent not included in the Approved Annual Budget.

(k)Not more than once per year unless an Event of Default has occurred and is continuing, Condominium Borrower shall use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Condominium Document in form and substance reasonably acceptable to Lender.

(l)Borrower shall promptly notify Lender of (i) except for normal annual increases under the Condominium Documents, any adjustments made to the amount of Assessments levied by the Condominium Board due under the Condominium Documents, or (ii) the imposition of any additional Assessments by the Condominium Board under the Condominium Documents.

(m)Not more than once per year unless an Event of Default has occurred and is continuing, Borrower shall use commercially reasonable efforts to deliver to Lender, within fifteen (15) Business Days of request, estoppel certificates from each party under any Condominium Document in form and substance reasonably acceptable to Lender.

Notwithstanding anything to the contrary set forth herein, it shall not be a Default or Event of Default under the Loan Documents to the extent there is a breach or other default under the Condominium Documents if such breach or default is caused by the acts or omissions of Tenant, so long as Borrower is complying with its obligations to enforce such Tenant’s Lease pursuant to Section 5.1.20 of this Agreement and such breach or default by Tenant would not be reasonably likely to (and does not in fact) result in an Individual Material Adverse Effect, including without limitation, any termination of the Condominium or Condominium Documents.

5.1.8Award and Insurance Benefits. Subject to Section 6.4, Borrower shall reasonably cooperate with Lender in obtaining for Lender the benefits of any Awards or Insurance Proceeds lawfully or equitably payable in connection with any Individual Property, and Lender shall be reimbursed for any reasonable out-of-pocket expenses incurred in connection therewith (including reasonable out-of-pocket attorneys’ fees and disbursements, and the payment by Borrower of the expense of an appraisal on behalf of Lender in case of Casualty or Condemnation affecting any Individual Property or any part thereof) out of such Insurance Proceeds.

5.1.9Further Assurances. Borrower shall, at Borrower’s sole cost and expense:

(a)promptly following written request from Lender, furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

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(b)execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Obligations of Borrower, as Lender may reasonably require; and

(c)do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

In no event shall any document or agreement to be executed by Borrower pursuant to this Section 5.1.9 increase Borrower’s or its Affiliates’ obligations or decrease Borrower’s or its Affiliates’ rights under the Loan Document, in either case, to more than a de minimis extent.

5.1.10Principal Place of Business, State of Organization. Borrower will not cause or permit any change to be made in its name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s limited liability company or partnership or other structure (except as permitted pursuant to Section 5.2.10 hereof); provided that with respect to a change of name only, Borrower shall be permitted to make such change if Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, and the other Loan Documents. Borrower shall not change its organizational structure (except as a result of any Transfer that is expressly permitted by Section 5.2.10 hereof) or place of organization or formation without first obtaining the prior written consent of Lender, which consent may be given or denied in Lender’s sole discretion. Upon Lender’s written request, Borrower shall, at Borrower’s sole cost and expense, execute and deliver additional security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization approved in accordance with the foregoing sentence. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement. Borrower shall not change its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number.

5.1.11Financial Reporting. (a)  Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with the requirements for a Special Purpose Entity set forth herein and GAAP (or such other accounting basis acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation on an individual

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basis of the Properties. Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts at the office of Borrower or any other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any reasonable out-of-pocket costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b)Borrower will furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender) and accompanied by an Officer’s Certificate certifying that the same is true, correct and complete in all material respects as of its stated date, covering the Properties on a combined basis as well as each Individual Property for such Fiscal Year and containing statements of profit and loss for Borrower and the Properties and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Properties for such Fiscal Year, and shall include, but not be limited to, amounts representing annual net operating income, net cash flow, gross income, and operating expenses.

(c)Borrower will furnish, or cause to be furnished, to Lender on or before fifteen (15) days after the end of each calendar month the following items: (i) monthly and year-to-date unaudited statements of revenues and expenses for the Property and an operating statement (including but not limited to, a balance sheet and a statement of revenues and expenses) for the year to date and for such calendar month prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), accompanied by an Officer’s Certificate certifying that the same is true, correct and complete in all material respects as of its stated date, and showing actual sources and uses of cash during the preceding calendar month; (ii) all operating statements prepared by Manager under the applicable Management Agreement, if applicable; and (iii) (A) a rent roll and a summary of all leasing activity, in form reasonably acceptable to Administrative Agent, (B) if applicable, a delinquency report setting forth any arrearages under the Leases, and (C) if applicable, a report setting forth the identity of each Tenant, if any, for which Borrower has accepted rent more than one (1) month in advance and the amount of such rent accepted by Borrower (other than the following Leases, pursuant to which the Tenants pay on a quarterly basis: (A) Grande Communications Networks, Inc. (341 Carlson Circle, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (28588 Northwestern Hwy, Southfield, MI 48034). In addition, such Officer’s Certificate described in clause (i) shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate. Borrower will furnish, or cause to be furnished, to Lender on or before fifteen (15) days after the end of each calendar month for any Individual Properties that are being marketed for sale to third-parties a quarterly sales report containing the information required in Schedule 5.1.11(c) hereto.

(d)For the Fiscal Year ending on December 31, 2025, and for each Fiscal Year thereafter, Borrower shall submit to Lender an Annual Budget not later than sixty (60) days

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prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender. The Annual Budget, and any proposed revisions thereto, shall be subject to Lender’s written approval (each such Annual Budget, together with any subsequent revisions approved by Lender, an “Approved Annual Budget”), such approval not to be unreasonably withheld, conditioned or delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges, utilities and other non-discretionary charges.

(e)In the event that Borrower must incur an extraordinary operating expense or capital expense not set forth in the Approved Annual Budget (each an “Extraordinary Expense”) that is not a Required Repair or Replacement that is to be funded pursuant to Article VII, then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, such approval to be unreasonably withheld, conditioned or delayed (taking into account the circumstance).

(f)Borrower shall furnish to Lender, within ten (10) Business Days after written request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the Properties and the financial affairs of Borrower as may be reasonably requested by Lender; provided, that Borrower shall not be required to provide any such information to the extent such information or documents are not in the possession or control of Borrower or its Affiliates and such information would be unduly burdensome or costly for Borrower to deliver.

(g)Subject to the confidentiality provisions set forth in any applicable Lease, Borrower shall furnish to Lender, within ten (10) Business Days after Lender’s written request (or as soon thereafter as may be reasonably possible), financial information from any Tenant designated by Lender (to the extent such financial information is required to be provided under the applicable Lease and same is received by Borrower after request therefor).

(h)Borrower will cause Guarantor to furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Guarantor, financial statements audited by an independent certified public accountant, which shall include an annual balance sheet and profit and loss statement of Guarantor and shall include or attach statements of profit and loss for each Individual Borrower and each Individual Property and a balance sheet for each Individual Borrower, such financial statements in the form reasonably required by Lender.

(i)Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i)  via email with report files in electronic form of

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Microsoft Word, Microsoft Excel or.pdf format, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using Microsoft Excel for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Borrower agrees that Lender may disclose information regarding the Properties and Borrower that is provided to Lender pursuant to this Section 5.1.11 in connection with any assignment or participation of the Loan in accordance with Section 9.2.

5.1.12Business and Operations. Borrower shall, taking into account the transactions contemplated to be effectuated in connection with the Distribution, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Each Individual Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction of its formation as and to the extent the same are required for the ownership, maintenance, management and operation of the Properties, except to the extent the failure to do so would be reasonably likely to result in an Individual Material Adverse Effect.

5.1.13Title to the Properties. Borrower will warrant and defend (a) the title to the each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances), (b) the validity and priority of the Liens of the Mortgages on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), and (c) the validity and priority of the Lien of the Pledge Agreement on the Pledged Collateral, in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages (but expressly excluding indirect, consequential, and punitive damages of any kind, except to the extent of consequential and indirect damages owed by Lender to an unaffiliated third party) or expenses (including reasonable out-of-pocket attorneys’ fees and expenses) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

5.1.14Costs of Enforcement. In the event (a) that the Pledge Agreement or any Mortgage encumbering any Individual Property is foreclosed in whole or in part or that the Pledge Agreement or any Mortgage is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any mortgage encumbering any Individual Property prior to or subsequent to any Mortgage covering any Individual Property in which proceeding Lender is made a party, or (c) of a Bankruptcy Action in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees and expenses, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post judgment action involved therein, together with all required service or use taxes, in each case, in accordance with and subject to the terms of Section 10.13 hereof.

5.1.15Estoppel Statement. (a)  After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note, (ii) the unpaid principal amount of the

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Note, (iii) the Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Mortgages and the other Loan Documents are valid, legal and binding obligations (subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and have not been modified or if modified, giving particulars of such modification.

(b)Borrower shall use commercially reasonable efforts deliver to Lender upon written request, tenant estoppel certificates from each commercial Tenant leasing space at the Properties in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year.

(c)Borrower shall use commercially reasonable efforts to deliver to Lender upon written request, estoppel certificates from each party to any REAs, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year.

5.1.16Loan Proceeds. Borrower shall use the proceeds of the Loan received by it on the Funding Date only for the purposes set forth in Section 2.1.4 hereof.

5.1.17ERM Items. Borrower shall use commercially reasonable efforts to complete the ERM Items (which shall in no event require Borrower to bring any legal action or proceeding against any Tenant or terminate any Lease), and shall deliver evidence reasonably satisfactory to Lender of the completion of any such ERM Items that is actually commenced.

5.1.18Intentionally Omitted.

5.1.19Intentionally Omitted.

5.1.20Leasing Matters. Any Major Leases shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval of any Major Lease shall not be required if Borrower satisfies the following conditions: (i) such Major Lease provides for net effective rent of at least 90% of the net effective rent of the existing Lease for the leased premises, (ii) the term of such Major Lease is at least five (5) years and (iii) Borrower delivers to Lender an Officer’s Certificate certifying that the requirements in the preceding clauses (i) and (ii) have been satisfied. Upon written request, Borrower shall furnish Lender with executed copies of all Leases not previously delivered to Lender. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. All Leases executed after the date hereof shall provide that they are subordinate to the Mortgage encumbering the applicable Individual Property and that the lessee agrees to attorn to Lender or any purchaser at a sale by foreclosure or power of sale; provided that Lender agrees that it shall, at the written request and expense of

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Borrower, enter into a subordination, non-disturbance and attornment agreement with any Tenant under a Lease, on Lender’s customary form with such changes as are reasonably satisfactory to Lender, Borrower and such Tenant. Borrower (i) shall observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) shall enforce and may amend or terminate the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not reasonably likely to materially impair the value of the Individual Property involved except that no termination by Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that, except for an as-of-right termination exercised by a Tenant under its Lease, no such termination or surrender of any Major Lease or any Lease for all or substantially all of the Improvements at an Individual Property will be permitted without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed); (iii) shall not collect any of the rents more than one (1) month in advance (other than security deposits and Lease Termination Payments which constitute prepaid Rents) other than the following Leases, which Lender acknowledges and agreed are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (341 Carlson Circle, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (28588 Northwestern Hwy, Southfield, MI 48034); (iv) shall not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Loan Documents); and (v) shall not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents. Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. As of the Closing Date and as of the Funding Date, there are no Affiliated Tenants at the Property. Lender hereby approves the BCBS Lease Modifications; provided, however, that (i) Borrower shall promptly provide Lender with copies of any definitive agreements entered into in connection with the BCBS Lease Modifications and (ii) if there are any material changes to the economic terms or material non-economic terms described in the BCBS LOI, then such changes shall be subject to Lender’s prior written approval, not to be unreasonably withheld, conditioned or delayed. For clarity, the Lease Termination Payments made in connection with the BCBS Lease Modifications shall be applied pro rata to reduce the Release Amounts and the Mezzanine Release Amounts for the applicable Individual Properties.

5.1.21Alterations. Borrower shall obtain Lender’s prior written consent (not to be unreasonably withheld) to any alterations to any Improvements, if (i) the total unpaid amounts due and payable with respect to any such alterations to the Improvements at any Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall exceed three percent (3%) of the Release Amount for such Individual Property (the “Threshold Amount”) or (ii) any such alterations would reasonably be expected to have an Individual Material Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required for alterations made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof or in accordance with the terms hereof, (b) alterations that a Tenant has the right to perform without obtaining Borrower consent pursuant to the terms of its Lease, or (c) alterations performed in connection with the Restoration

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of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement (and for the avoidance of doubt, any Required Repairs and/or Replacements shall be governed by Article VII hereof). For any alterations to the Improvements at an Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) for which Lender’s approval is required hereunder, Borrower shall provide Lender with evidence reasonably satisfactory to Lender that it has access to the funds necessary to pay the total amounts with respect to such alterations (and a contingency reasonably acceptable to Lender), including without limitation, funds that are on deposit and otherwise available in the applicable Reserve Funds.

5.1.22Operation of Property. (a)  To the extent there is then a Management Agreement in place with respect to such Individual Property, the related Individual Borrower shall cause the applicable Individual Property to be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) as applicable. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable to the extent the entry into a Replacement Management Agreement is necessary in order to comply with the terms of the Leases at such Individual Property or otherwise in Borrower’s good faith business judgement.

(b)Borrower shall: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of which it is aware; (iii) promptly deliver to Lender a copy of each material financial statement, business plan, capital expenditures plan, notice of default or termination, and report received by it under the Management Agreement; and (iv) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner.

5.1.23Embargoed Person. Borrower has performed and shall perform reasonable due diligence to ensure that at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of any Borrower Party or Guarantor constitute property of, or are beneficially owned, directly or, to Borrower’s knowledge, indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in any Borrower Party or Guarantor, as applicable, with the result that the investment in any Borrower Party or Guarantor, as applicable (whether directly or, to Borrower’s knowledge, indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of any Borrower Party or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in any Borrower Party or Guarantor, as applicable (whether directly or, to Borrower’s knowledge,

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indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Individual Property to be subject to forfeiture or seizure. The foregoing shall not apply to any indirect holders of equity interests in Borrower or direct or indirect holders of equity interests in Guarantor that are publicly traded on a nationally or internationally recognized exchange.

5.1.24Intentionally Omitted.

5.1.25Taxes. Each of Pledgor, Holdco and the Individual Borrowers will be treated as a partnership or disregarded entity for U.S. federal income tax purposes; provided that an Individual Borrower shall be permitted to file a check-the-box election on IRS Form 8832 to be treated as a corporation for U.S. federal income tax purposes and make a joint election with Mezzanine Borrower on IRS Form 8875 to be treated as a taxable REIT subsidiary of Mezzanine Borrower within the meaning of Section 856(l) of the Code (each such taxable REIT subsidiary, together with TRS, a “TRS Subsidiary”) so long as the terms and conditions set forth in Section 5.2.10(e)(i) & (iii) hereof are satisfied, including as of the effective date of any such election. Borrower will timely file or cause to be filed for itself all applicable income and other material tax returns and reports required to be filed by it and will pay or cause to be paid all federal income and other material taxes and related liabilities required to be paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which Borrower sets aside on its books adequate reserves in accordance with GAAP. Borrower will not permit any Liens for Section 2.7 Taxes to be imposed on or with respect to any of its income or assets, other than Liens for Section 2.7 Taxes not yet due and payable and for which Borrower sets aside on its books adequate reserves in accordance with GAAP.

5.1.26Ground Leases. (a)  Ground Lease Borrower shall, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Ground Lease Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under the Ground Lease).

(b)If Ground Lease Borrower shall be in default under the Ground Lease, then, subject to the terms of the Ground Lease (taken together with the estoppel delivered by the Ground Lessor in connection with the Loan), Ground Lease Borrower shall grant Lender the right (but not the obligation), to cause the default or defaults under such Ground Lease to be remedied and otherwise exercise any and all rights of Ground Lease Borrower under the Ground Lease, as may be necessary to prevent or cure any default, and, subject to the rights of Tenants under Leases, Lender shall have the right to enter all or any portion of the Ground Leased Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default.

(c)The actions or payments of Lender to cure any default by the Ground Lease Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Ground Lease Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, within ten (10) Business Days following written demand, with interest on such sum at the rate set forth in this Agreement from the date expended to and

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including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the related Mortgage.

(d)Borrower shall notify Lender promptly in writing of the occurrence of any default by Ground Lessor under the Ground Lease of which it has knowledge or following the receipt by Borrower of any written notice from Ground Lessor under any Ground Lease noting or claiming the occurrence of any default by Ground Lease Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Ground Lease Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default.

(e)Within ten (10) Business Days after receipt of written demand by Lender (but no more often than once in any calendar year so long as no Event of Default is then continuing), Ground Lease Borrower shall use commercially reasonable efforts to obtain from Ground Lessor under the Ground Lease and furnish to Lender the estoppel certificate of Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any.

(f)Ground Lease Borrower shall promptly execute, acknowledge and deliver to Lender such instruments as may be required to permit Lender to cure any default under any Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Ground Leased Property, in each case, so long as the same does not increase Borrower’s obligations or decrease Borrower’s rights under the Loan Documents to more than a de minimis extent. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, during the continuance of an Event of Default, any and all acts and to execute any and all documents that are necessary to preserve any rights of Ground Lease Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

(g)Notwithstanding anything to the contrary contained in this Agreement with respect to the Ground Lease, to the extent permitted by Legal Requirements:

(i)The lien of the related Mortgage attaches to all of Borrower’s rights and remedies at any time arising under or pursuant to Section 365(h) of the Bankruptcy Code or the comparable provisions of any other appliable Insolvency Law, including, without limitation, all of Borrower’s rights, as debtor, to remain in possession of the related Ground Leased Property.

(ii)Borrower shall not, without Lender’s written consent, elect to treat the Ground Lease as terminated under Section 365(h)(l) of the Bankruptcy Code or the comparable provisions of any other appliable Insolvency Law. Any such election made without Lender’s prior written consent shall be void.

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(iii)As security for the Debt, Borrower unconditionally assigns, transfers and sets over to Lender all of Borrower’s claims and rights to the payment of damages arising from any rejection by the lessor under the Ground Lease under the Bankruptcy Code or other applicable Insolvency Law. Lender and Borrower shall proceed jointly or in the name of Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of lessor under the Bankruptcy Code or other applicable Insolvency Law. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full. Any amounts received by Lender or Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all reasonably out-of-pocket costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement.

(iv)If, pursuant to Section 365(h) of the Bankruptcy Code or the comparable provisions of any other Insolvency Law, Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the lessor of any of its obligations thereunder after the rejection by lessor of the Ground Lease under the Bankruptcy Code or other applicable Insolvency Law, then Borrower shall not effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first sentence of this Subsection, Borrower may proceed to offset the amounts set forth in Borrower’s notice.

(v)If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of the Ground Leased Property in connection with any case under the Bankruptcy Code or any other applicable Insolvency Law, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, within ten (10) Business Days following written demand, pay to Lender all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees and costs)  incurred in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Mortgage.

(vi)Borrower shall notify Lender of any filing by or against the lessor under the Ground Lease of a petition under the Bankruptcy Code or any other Insolvency Law, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall deliver to Lender any and all material notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

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(h)Subject to the terms of the Ground Lease (taken together with the estoppel delivered by the Ground Lessor in connection with the Loan), if Lender, its nominee, designee, successor, or assignee acquires title and/or rights of Borrower under the Ground Lease by reason of foreclosure of the Pledge Agreement, the applicable Mortgage, deed-in-lieu or assignment-in-lieu of foreclosure or otherwise, such party shall (x) succeed to all of the rights of and benefits accruing to Borrower under the Ground Lease, and (y) be entitled to exercise all of the rights and benefits accruing to Borrower under the Ground Lease. At such time as Lender shall request, Borrower agrees to execute and deliver and use commercially reasonable efforts to cause any third party to execute and deliver to Lender such documents as Lender and its counsel may require in order to ensure that the provisions of this section will be validly and legally enforceable and effective against Borrower and all parties claiming by, through, under or against Borrower, so long as the same does not increase Borrower’s obligations or decrease Borrower’s rights under the Loan Documents to more than a de minimis extent.

(i)Notwithstanding anything to the contrary set forth herein, it shall not be a Default or Event of Default under the Loan Documents to the extent there is a breach or other default under the Ground Lease if such breach or default is caused by the acts or omissions of Tenant, so long as Borrower is complying with its obligations to enforce such Tenant’s Lease pursuant to Section 5.1.20 of this Agreement and such breach or default by Tenant (i) would not be reasonably likely to result in an Individual Material Adverse Effect and (ii) does not give rise to a right of the Ground Lessor to terminate the Ground Lease.

(j)Any transfer of fee title in the Ground Lease Property to the Ground Lease Borrower shall be subject to the following conditions: (i) Borrower gives Lender not less than thirty (30) days’ prior written notice, (ii) Ground Lease Borrower delivers a first-priority Mortgage to Lender covering such Individual Property, in substantially the same form as the Mortgages delivered at Closing or otherwise in form and substance acceptable to Lender, (iii) Borrower shall cause the Title Company to issue a Title Insurance Policy for such Individual Property substantially in the form of a pro forma title policy approved by Lender in writing, subject only to Permitted Encumbrances, (iv) Borrower shall provide the following opinions of counsel: (A) an opinion of counsel admitted to practice under New York law and the laws of Texas in form and substance reasonably satisfactory to Lender opining as to the enforceability of the Mortgage and (B) an opinion stating that the Mortgage was duly authorized, executed and delivered by Borrower and otherwise in form and substance reasonably satisfactory to Lender and (v) Borrower shall pay all Mortgage Costs.

5.1.27PILOT Leases.

(a)Each Individual Borrower that is subject to a PILOT Lease shall:

(i)pay all rents, additional rents and other sums required to be paid by such Individual Borrower, as tenant under and pursuant to the provisions of the PILOT Leases and other PILOT Lease Documents, as and when such rent or other charge is payable;

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(ii)diligently perform and observe all of the terms, covenants and conditions in all material respects of the PILOT Leases and other PILOT Lease Documents on the part of such Individual Borrower, as tenant thereunder, to be performed and observed, prior to the expiration of any applicable grace period therein provided; and

(iii)promptly notify Lender of the giving of any written notice by PILOT Lessor to any Individual Borrower of any default by any Individual Borrower in the performance or observance of any of the terms, covenants or conditions of the PILOT Leases or other PILOT Lease Documents on the part of any Individual Borrower, as tenant thereunder, to be performed or observed, and deliver to Lender a true copy of each such notice.

Notwithstanding anything to the contrary contained herein, Lender acknowledges that all payments under any PILOT Bond held by Borrower may be made by Borrower via ledger or book entry only to the extent permitted under the applicable PILOT Lease Documents.

(b)If any Individual Borrower shall default in the performance or observance of any material term, covenant or condition of any PILOT Lease on the part of any such Individual Borrower, as tenant thereunder, to be performed or observed and shall fail to cure the same prior to the expiration of any applicable cure or grace period provided under the PILOT Lease, then, without limiting the generality of the other provisions of the Security Instruments, this Agreement and the other Loan Documents, and without waiving or releasing any such Individual Borrower from any of its obligations hereunder, but subject to the terms of such PILOT Lease and the estoppel delivered by such PILOT Lessor in connection with closing the Loan, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause all of the material terms, covenants and conditions of the any such PILOT Lease on the part of any such Individual Borrower, as tenant thereunder, to be performed or observed on behalf of any such Individual Borrower, to the end that the rights of any such Individual Borrower in, to and under any such PILOT Lease shall be kept unimpaired as a result thereof and free from default. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Lender will notify Borrower of the making of any such payment, the performance of any such act or the taking of any such action. In any such event, subject to the rights of the applicable Tenants under Leases and any applicable Manager under a Management Agreement, Lender and any Person designated as Lender’s agent by Lender shall have, and are hereby granted, the right to enter upon the applicable PILOT Property at any reasonable time, on reasonable written notice and from time to time for the purpose of taking any such action. Lender may pay and expend such sums of money as Lender reasonably deems necessary for any such purpose and upon so doing shall be subrogated to any and all rights of the PILOT Lessor. Borrower hereby agrees to pay to Lender within ten (10) Business Days after demand, all such reasonable out-of-pocket sums so paid and expended by Lender, together with interest thereon from the day of such payment at the Default Rate. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgages.

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(c)If any PILOT Lessor shall deliver to Lender a copy of any notice of default sent by such PILOT Lessor to any applicable Individual Borrower, as tenant under any PILOT Lease, such notice shall constitute full protection to Lender for any action taken or omitted to be taken by Lender, in good faith, in reliance thereon. Borrowers will not subordinate or consent to the subordination of the PILOT Leases to any mortgage, security deed, lease or other interest on or in the PILOT Lessor’s interest in all or any part of any fee interest in the PILOT Properties other than to the Loan Documents, unless, in each such case, the written consent of Lender shall have been first obtained.

(d)Each applicable Individual Borrower shall purchase the fee interest held by the applicable PILOT Lessor as and when required pursuant to the applicable PILOT Leases, and in connection therewith, shall pay all amounts due under such PILOT Leases and the PILOT Bonds, including, without limitation, rent payments, attorney’s fees and principal and interest payments on the PILOT Bonds (if any). If any Individual Borrower shall fail to timely purchase the fee interest held by the applicable PILOT Lessor as and when required pursuant to the applicable PILOT Leases, then, without limiting the generality of the other provisions of the Security Instruments, this Agreement and the other Loan Documents, and without waiving or releasing any such Individual Borrower from any of its obligations hereunder, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act or take any action as may be appropriate to cause the Individual Borrower to acquire the fee interest held by the applicable PILOT Lessor, and Borrower hereby expressly authorizes and appoints Lender its attorney-in-fact to exercise any such option in the name of and upon behalf of such Individual Borrower, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest. If Lender shall make any payment or perform any act or take action in accordance with the preceding sentence, Borrower hereby agrees to pay to Lender within ten (10) Business Days after day of such payment at the Default Rate if not paid when due. All sums so paid and expended by Lender and the interest thereon shall be secured by the legal operation and effect of the Mortgages.

(e)If an Individual Borrower shall become the owner of fee title to any fee title in the PILOT Properties, then the lien of the applicable Mortgages shall be spread to cover such fee title. Borrowers agree, at their sole cost and expense, including without limitation, Lender’s reasonable out-of-pocket attorney’s fees, to (i) execute any and all documents or instruments necessary to subject the foregoing interest to the lien of the applicable Mortgage; and (ii) provide a title insurance policy or endorsement which shall insure that the lien of the applicable Mortgage is a first lien on such interest, subject only to the Permitted Encumbrances.

(f)Notwithstanding anything to the contrary set forth herein, it shall not be a Default or Event of Default under the Loan Documents to the extent there is a breach or other default under any PILOT Document if such breach or default is caused by the acts or omissions of Tenant, so long as Borrower is complying with its obligations to enforce such Tenant’s Lease pursuant to Section 5.1.20 of this Agreement and such breach or default by Tenant (i) would not be reasonably likely to result in an Individual Material Adverse Effect and (ii) does not give rise to a right of the applicable Individual Borrower (as opposed to the applicable Tenant) to cure the same.

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5.1.28REA. Borrower shall at all times comply in all material respects with all REAs. Borrower agrees that without the prior written consent of Lender, Borrower will not materially amend, modify or terminate any of the REAs.

Section 5.2Negative Covenants. From the date hereof and until payment and performance in full of the Debt or, with respect to any Individual Property and the Individual Borrower that owns the same, the earlier release of the Lien of the Mortgage encumbering such Individual Property (and all related obligations), Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

5.2.1Operation of Property. Borrower shall not, without Lender’s prior written consent (which consent shall not be unreasonably withheld): (i) surrender, terminate, cancel, amend or modify any Management Agreement other than an expiration pursuant to its terms; provided that Borrower may, without Lender’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. Notwithstanding anything to the contrary set forth herein, Borrower shall have the right to terminate any Management Agreement with Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and elect to self-manage (or to permit a Tenant to self-manage) the applicable Individual Property to which the terminated Management Agreement related.

5.2.2Liens. Borrower shall not create, incur, assume or suffer to exist any Lien on (a) any portion of any Individual Property or permit any such action to be taken or (b) any portion of the Pledged Collateral, except in each case, for Permitted Encumbrances.

5.2.3Dissolution. No Borrower Party shall (a) engage in any dissolution, liquidation or consolidation, Division or merger with or into any other business entity, (b) engage in any business activity not related to the direct or indirect ownership and operation of the Properties, (c) directly or indirectly transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower except to the extent permitted by the Loan Documents (including, but not limited to, in connection with a partial release of Individual Properties in accordance with Section 2.5.2), or (d) modify, amend, waive or terminate its organizational documents (other than de minimis administrative or ministerial amendments or modifications or other amendments or modifications approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed) or its qualification and good standing in any jurisdiction.

5.2.4Change In Business. Borrower shall not enter into any line of business other than the ownership and operation of the Properties, or 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 and operations ancillary thereto.

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5.2.5Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

5.2.6Zoning. Borrower shall not initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior written consent of Lender.

5.2.7No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of such Individual Property.

5.2.8Advisory Agreement. In the event the Advisory Agreement is terminated, Borrower shall not enter into any replacement advisory agreement without the prior written consent of Lender as to the identity of the Person designated to replace WPC and the form of replacement advisory agreement, such approval not to be unconditionally withheld, conditioned or delayed.

5.2.9ERISA.

(a)No Borrower Party or Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents, and assuming that no extensions of funds hereunder by Lender are “plan assets” within the meaning of the Plan Asset Regulations) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code or Similar Law.

(b)Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as reasonably requested by Lender, that (A) no Borrower Party or Guarantor is subject to any Similar Law and (B) one or more of the following circumstances is true:

(i)Equity interests in each Borrower Party and Guarantor are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”);

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(ii)Less than twenty-five percent (25%) of each outstanding class of equity interests in each Borrower Party and Guarantor are held by “benefit plan investors” within the meaning of the Plan Asset Regulations; or

(iii)Each Borrower Party and Guarantor qualifies as an “operating company” or a “real estate operating company” within the meaning of the Plan Asset Regulations or another exception to ERISA applies such that each Borrower Party’s and Guarantor’s assets should not constitute “plan assets” of any “benefit plan investor” within the meaning of the Plan Asset Regulations

(c)Borrower and Guarantor will fund or cause to be funded each Plan established or maintained by Borrower, Guarantor, or any ERISA Affiliate, as the case may be, so that there is never a failure to satisfy the minimum funding standards, within the meaning of Sections 412 or 430 of the Internal Revenue Code or Section 302 of ERISA (whether or not such standards are waived). As soon as possible and in any event within thirty (30) days after Borrower knows that any ERISA Event has occurred which could reasonably be expected to have a Material Adverse Effect, Lender will be provided with a statement, signed by an Authorized Representative of Borrower, and/or Guarantor, describing said ERISA Event and the action which Borrower and/or Guarantor proposes to take with respect thereto.

5.2.10Transfers. (a)  Borrower acknowledges that Lender has examined and relied on the experience of Borrower and its stockholders, general partners, members, principals and (if Borrower is a trust) beneficial owners in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Properties as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties so as to ensure that, during the continuance of an Event of Default, Lender can recover the Debt by a sale of the Properties.

(b)Without the prior written consent of Lender, and except to the extent otherwise set forth in this Section 5.2.10, Borrower shall not, and shall not permit any Restricted Party do any of the following (collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) any Individual Property or any part thereof or any legal or beneficial interest therein, (ii) enter into any PACE Loan or (iii) permit a Sale or Pledge of an interest in any Restricted Party, other than (each of the following, a “Permitted Transfer”) (A) the Distribution (and any Transfers effectuated in connection therewith as disclosed to Lender in writing prior to closing), (B) pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.1.20, (C) Permitted Equity Transfers; provided, that any waiver or amendment by Guarantor of the 9.8% ownership limitation set forth in the Guarantor’s declaration of trust shall require Lender’s prior written consent to the extent that both (I) an Ownership Change Limitation would reasonably be expected to exist immediately following a Transfer of the maximum interest in Guarantor permitted by such waiver or amendment, and (II) such Transfer would reasonably be expected to

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increase the percentage ownership of 5% shareholders of Mezzanine Borrower (including any “public group” as defined in Section 1.382-2T(f)(13) of the Treasury regulations treated as such) for purposes of determining whether there is an Ownership Change Limitation (provided that, for purposes of (II), Borrower shall be entitled to rely upon reasonably available information, including the Securities and Exchange Commission Schedules 13D and 13G of Guarantor and any information or representations obtained in connection with the granting of such a waiver or amendment, in determining whether any Transfer is reasonably expected to increase the percentage ownership of such 5% shareholders), (D) a Mezzanine Change of Control Event or any other exercise of remedies by Mezzanine Lender under the Mezzanine Loan (including a foreclosure of the Pledge Agreement (as defined in the Mezzanine Loan Agreement) or an assignment in lieu thereof), (E) the exercise of remedies by Lender under the Loan Documents (including a foreclosure of the Mortgage or any Pledge Agreement or an assignment or conveyance in lieu thereof), (F) a Condemnation, (G) the acquisition by Borrower of fee title to any PILOT Property in accordance with the terms and conditions of the applicable PILOT Lease and this Agreement, (H) the acquisition by Borrower of fee title to any Ground Lease Property in accordance with the terms and conditions of the applicable Ground Lease and this Agreement, (I) Permitted Encumbrances, and (J) Transfers of Individual Properties in connection with a release pursuant to Section 2.5.2 of this Agreement.

(c)A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower agrees to sell one or more Individual Properties or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of any Individual Property for other than actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, Division, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger, Division or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger, Division or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non managing membership interests; or (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interest.

(d)If after giving effect to any Permitted Equity Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in Mezzanine Member are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in Mezzanine Member as of the Closing Date, Borrower shall, no less than ten

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(10) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion acceptable to Lender. To the extent that any Transfer will result in the transferee (either itself or collectively with its Affiliates) owning a 10% or greater equity interest (indirectly) in Borrower, Lender’s receipt of the Satisfactory Search Results, at Borrower’s cost and expense, shall be a condition precedent to such Transfer. For clarity, other than a Permitted REIT / TRS Transfer or a Permitted REIT Preferred Interest Transfer (which such Permitted REIT Preferred Interest Transfer shall require prior written notice to Lender), Borrower shall not cause, permit or suffer any Transfers of the direct interests in any Individual Borrower, Subsidiary REIT, Mezzanine Borrower, Pledgor, Holdco or TRS without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion.

(e)Any Permitted REIT / TRS Transfer shall be subject to, and conditioned upon, satisfaction of the following conditions:

(i)No Event of Default shall have occurred and be continuing;

(ii)Borrower shall provide Lender with written notice not later than ten (10) Business Days and not earlier than one hundred twenty (120) days prior to the date of the proposed Transfer or the effective date of the applicable election described in Section 5.1.25 hereof; and

(iii)Borrower shall have delivered (i) (x) an amendment to the applicable Pledge Agreement in form and substance reasonably satisfactory to Lender or an additional pledge and security agreement granting Lender a first priority security interest in 100% of the common equity interests any new TRS Subsidiary or Subsidiary REIT and (y) a pledge and security agreement from the TRS Subsidiary or Subsidiary REIT, as applicable, granting Lender a first priority security interest in the Individual Borrowers held by such TRS Subsidiary or Subsidiary REIT, as applicable, in each case, in substantially the same form as the Pledge Agreements entered into on the Closing Date and (ii) upon request from Lender, an opinion letter from Reed Smith LLP or another counsel reasonably satisfactory to Lender opining as to the enforceability of such amendment(s) or pledge agreement(s) and other customary matters consistent with the corresponding opinions delivered on the Closing Date with respect to the Pledge Agreements, in form and substance reasonably acceptable to Lender; and

(iv)Borrower shall pay all of Lender’s reasonable, out-of-pocket costs and expenses incurred in connection with the proposed Transfer or the applicable election described in Section 5.1.25 hereof.

(f)Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower’s Transfer without Lender’s consent. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

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5.2.11Ground Lease. (a)  The Individual Borrower party to such Ground Lease shall not, without Lender’s written consent as set forth below, fail to exercise any option or right to renew or extend the term of the Ground Lease, and shall give prompt written notice to Lender and shall execute, acknowledge, deliver and record any document reasonably requested by Lender to evidence the lien of the related Mortgage on such extended or renewed lease term so long as the same does not increase Borrower’s obligations or decrease Borrower’s rights hereunder to more than a de minimis extent; provided, however, such Individual Borrower shall not be required to exercise any particular such option or right to renew or extend to the extent such Individual Borrower shall have received the prior written consent of Lender (which consent may not be unreasonably withheld, delayed or conditioned) allowing such Individual Borrower to forego exercising such option or right to renew or extend. If such Individual Borrower shall fail to exercise any such option or right as aforesaid prior to the date required for such exercise in the Ground Lease, Lender may exercise the option or right as such Individual Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its reasonable discretion.

(b)Such Individual Borrower party to the Ground Lease shall not waive, excuse, or in release or discharge any Ground Lessor under the Ground Lease of or from such Ground Lessor’s material obligations, covenant and/or conditions under the Ground Lease without the prior written consent of Lender.

(c)Such Individual Borrower party to the Ground Lease shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend any material term of the Ground Lease, other than an expiration of the Ground Lease pursuant to its terms. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of Ground Lessor’s interest in any Ground Lease by Borrower or any Affiliate of Borrower shall be accomplished by Borrower in such a manner so as to avoid a merger of the interests of lessor and lessee in such Ground Lease, unless consent to such merger is granted by Lender.

5.2.12PILOT Leases; PILOT Lease Documents.

(a)Except in connection with the applicable Individuals Borrower’s acquisition of fee title to the fee estate held by a PILOT Lessor in accordance with Section 5.1.27(e) hereof, the Individual Borrower party to such PILOT Lease shall not, without the prior consent of Lender, surrender any of the leasehold estates created by the PILOT Leases or terminate or cancel any PILOT Lease or modify, change, supplement, alter or amend in any material respects any PILOT Lease, other than an expiration of such PILOT Lease per its terms.

(b)Except in connection with a the applicable Individual Borrower’s acquisition of fee title to the fee estate held by a PILOT Lessor in accordance with Section 5.1.27(e) hereof, such Individual Borrower party to such PILOT Lease shall not consent to (where PILOT Lessor has the right to so consent), without the prior consent of Lender, the transfer, surrender, termination or cancellation of any PILOT Lease Document, including any

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PILOT Bond by any other Person or the modification, change, supplement, alteration or amendment in any material respect of any PILOT Lease Document.

(c)The Individual Borrower party to such PILOT Lease shall not waive, excuse, or in release or discharge any PILOT Lessor under any PILOT Lease or PILOT Lease Documents, as applicable, of or from such PILOT Lessor’s material obligations, covenants and/or conditions under the related PILOT Lease or PILOT Lease Documents, as applicable, without the prior written consent of Lender.

ARTICLE VI – INSURANCE; CASUALTY; CONDEMNATION

Section 6.1Insurance. (a)  Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Properties providing at least the following coverages:

(i)comprehensive all risk “special form” insurance including, but not limited to, loss caused by any type of windstorm/named storm or hail on the Improvements and the Personal Property, (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation; (B) containing an agreed amount endorsement with respect to the Improvements and Personal Property waiving all co-insurance provisions or to be written on a no co-insurance form; (C) providing for no deductible in excess of $250,000.00 for all such insurance coverage; provided however with respect to windstorm/named storm and earthquake coverage, providing for a deductible not to exceed 5% of the total insurable value of the Property; and (D) if any of the Improvements or the use of any Individual Property shall at any time constitute legal non-conforming structures or uses, coverage for loss due to operation of law in an amount equal to the full Replacement Cost, coverage for demolition costs and coverage for increased costs of construction in amounts acceptable to Lender. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future identified by (A) the Federal Emergency Management Agency in the Federal Register as an area having special flood hazards and/or (B) the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended, or any successor law (the “Flood Insurance Acts”), flood hazard insurance in an amount equal to (1) the maximum limit of such coverage available under the Flood Insurance Acts plus (2) such greater amounts or other related and/or excess coverage as Lender shall require in its sole discretion with deductibles no greater than the maximum limit of coverage available under the Flood Insurance Acts, and (z) earthquake insurance in amounts and in form and substance satisfactory to Lender in the event any Individual Property is located in an area with a high degree of seismic activity and the PML/SEL of the Property exceeds twenty percent (20%); provided that the insurance pursuant to clauses (y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i);

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(ii)business income or rental loss insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in Section 6.1(a)(i) above; (C) in an amount equal to one hundred percent (100%) of the projected gross revenues from the operation of each Individual Property (as reduced to reflect expenses not incurred during a period of Restoration) for a period of at least twenty-four (24) months after the date of the Casualty; and (D) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of six (6) months from the date that the applicable Individual Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period. The amount of such business income or rental loss insurance shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of the gross revenues from each Individual Property for the succeeding twelve (12) month period. Notwithstanding anything to the contrary contained herein, all proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to the obligations secured by the Loan Documents from time to time due and payable hereunder and under the Note; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in this Agreement and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;

(iii)at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the property and liability coverage forms do not otherwise apply, (A) commercial general liability and umbrella/excess liability insurance, covering claims related to the structural construction, repairs or alterations being made at the Property which are not covered by or under the terms or provisions of the below mentioned commercial general liability and umbrella/excess liability insurance policies and (B) the insurance provided for in Section 6.1(a)(i) above written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to Section 6.1(a)(i) above, (3) including permission to occupy each Individual Property and (4) with an agreed amount endorsement waiving co-insurance provisions;

(iv)comprehensive boiler and machinery insurance, if steam boilers or other pressure-fixed vessels are in operation, in amounts as shall be reasonably required by Lender on terms consistent with the commercial property insurance policy required under subsection (i) above;

(v)commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about each Individual Property, such insurance (A) to be on the so-called “occurrence” form with a combined limit of not less than $2,000,000.00 in the aggregate and $1,000,000.00 per

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occurrence; (B) to continue at not less than the aforesaid limit until required to be changed by Lender in writing by reason of changed economic conditions making such protection inadequate and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) contractual liability for all insured contracts and (5) contractual liability covering the indemnities contained in Article 9 of the Mortgages to the extent the same is available;

(vi)if applicable, commercial automobile liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of $1,000,000.00;

(vii)if applicable, worker’s compensation and employee’s liability subject to the worker’s compensation laws of the State in which the applicable Individual Property is located;

(viii)umbrella and excess liability insurance in an amount not less than $100,000,000.00 per occurrence on terms consistent with the commercial general liability insurance policy required under Section 6.1(a)(v) above, including, but not limited to, supplemental coverage for employer liability and automobile liability, if applicable, which umbrella liability coverage shall apply in excess of such supplemental coverage;

(ix)the insurance required under this Section 6.1(a)(i), (ii), (v) and (viii) above shall cover perils of terrorism and acts of terrorism and Borrower shall maintain insurance (which may be under a “contingent” insurance policy) for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under Section 6.1(a)(i), (ii), (v) and (viii) above at all times during the term of the Loan; and

(x)upon sixty (60) days written notice, such other reasonable insurance, including, but not limited to, sinkhole or land subsidence insurance, and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to any Individual Property located in or around the region in which any Individual Property is located.

(b)All insurance provided for in Section 6.1(a) hereof, shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the singular, the “Policy”), and shall be subject to the approval of Lender as to insurance companies, amounts, deductibles, loss payees and insureds. The Policies shall be issued by financially sound and responsible insurance companies authorized to do business in the State and having a rating of “A:VIII” or better in the current Best’s Insurance Reports and a claims paying ability rating of “A” or better by S&P and “A2” or better by Moody’s. Notwithstanding the foregoing, Borrower shall be permitted to maintain a portion of the coverage required hereunder with insurance companies which do not meet the foregoing requirements (“Otherwise Rated Insurers”) in their current participation amounts and positions within the syndicate; provided, that if such carrier rating is

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withdrawn or downgraded below its current AM Best rating, Borrower shall promptly replace such applicable carrier with a carrier which meets the rating requirements set forth above. Further, notwithstanding the foregoing, if the Loan is part of a Securitization where S&P rates any of the issued securities or classes of certificates in connection with such Securitization, at Policy renewal, Borrower must replace any Otherwise Rated Insurers with insurance companies meeting the rating requirements set forth hereinabove. Further, notwithstanding the foregoing, if the Loan is part of a Securitization where S&P rates any of the issued securities or classes of certificates, at Policy renewal, Borrower must replace any Otherwise Rated Insurers with insurance companies meeting the rating requirements set forth above. The Policies described in Section 6.1 hereof (other than those strictly limited to liability protection) shall designate Lender as loss payee. Not less than ten (10) days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies, to be followed by complete copies of the Policies upon issuance, accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder (the “Insurance Premiums”), shall be delivered by Borrower to Lender. Borrower shall, within three (3) Business Days forward to Lender a copy of each written notice received by Borrower of any proposed or actual modification, reduction or cancellation of any of the Policies or of any of the coverages afforded under any of the Policies.

(c)Borrower shall not obtain (or permit to be obtained) (i) any umbrella or blanket liability or casualty Policy unless, in each case, such Policy is reasonably approved in advance in writing by Lender, Lender’s interest is included therein as provided in this Agreement and such Policy includes such changes to the coverages and requirements set forth herein as may be reasonably required by Lender (including, without limitation, increases to the amount of coverages required herein) or (ii) separate insurance concurrent in form or contributing in the event of loss with that required in Section 6.1(a)  to be furnished by, or which may be reasonably required to be furnished by, Borrower. In the event Borrower obtains (or causes to be obtained) separate insurance or an umbrella or a blanket Policy, Borrower shall notify Lender of the same and shall cause complete copies of each Policy to be delivered as required in Section 6.1(a), except binders shall be submitted in the event such policies have not yet been issued, to be followed by complete copies of Policies upon issuance. Notwithstanding Lender’s approval of any umbrella or blanket liability or casualty Policy hereunder, Lender reserves the right, in its sole discretion, to require Borrower to obtain a separate Policy in compliance with this Section 6.1. Without limitation of any provision hereof, (i) Lender’s consent required hereunder with respect to any umbrella or blanket policy shall include the schedule of locations and values with respect to the same and (ii) any umbrella or blanket Policy shall specifically allocate to each Individual Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only such Individual Property in compliance with the provisions of Section 6.1(a).

(d)All Policies provided for or contemplated by Section 6.1(a) hereof, shall name Borrower as a named insured and, with respect to liability policies, except for the Policies referenced in Section 6.1(a)(vi) and (viii) of this Agreement, shall name Lender and its successors and/or assigns as the additional insured, as its interests may appear, and in the case of property policies, including, but not limited to, terrorism, boiler and machinery, flood and

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earthquake insurance, shall contain a standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender.

(e)All property Policies shall contain clauses or endorsements to the effect that:

(i)    no act or negligence of Borrower, or anyone acting for Borrower, or of any Tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, or foreclosure or similar action, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii)    the Policy shall not be canceled without at least thirty (30) days written notice to Lender, except ten (10) days’ notice for non-payment of premiums;

(iii)    intentionally omitted; and

(iv)    Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(f)If at any time Lender is not in receipt of written evidence that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Properties, including, without limitation, the obtaining of such insurance coverage as Lender in its sole discretion deems appropriate after three (3) Business Days’ notice to Borrower if prior to the date upon which any such coverage will lapse or at any time Lender deems necessary (regardless of prior notice to Borrower) to avoid the lapse of any such coverage. All premiums 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 be secured by the Mortgages and shall bear interest at the Default Rate.

(g)Notwithstanding anything to the contrary contained herein, Borrower may satisfy its obligation to obtain and maintain any property Policies under Section 6.1(a) hereof at an Individual Property so long as all of the following conditions are and remain satisfied: (i) the entirety of such Individual Property is demised to a single Tenant under a Lease entered into in accordance herewith that is in full force and effect, (ii) the Tenant is not in monetary or material non-monetary default thereunder, (iii) the Lease requires that Tenant maintain and Tenant maintains at all times, coverage that, together with any additional coverage provided by Borrower as described below in this clause (g), meets the requirements set forth in the Loan Agreement, and (iv) Borrower delivers to Lender certificates of insurance evidencing such Policies accompanied by evidence satisfactory to Lender of payment of the premiums due thereunder. If any Tenant fails to provide coverage meeting the requirements of this Section 6.1, then Borrower shall obtain, at Borrower’s sole cost and expense, all insurance as required by this Section 6.1 with respect to the Individual Property which meets the requirements hereof providing coverage that will pay proceeds in an amount sufficient to restore the Individual Property to the extent such proceeds are not paid or otherwise made available under the

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insurance policies. Such insurance shall either be (i) “Primary” insurance coverage in the event that the Tenant does not provide the applicable insurance coverage required in this Section 6.1, or (ii) “excess and contingent” insurance coverage, over and above any other valid and collectible coverage then in existence, in the event that Tenant does not have sufficient coverage to meet the requirements under this Section 6.1, as shall be necessary to bring the insurance coverage for the Individual Property into full compliance with all of the terms and conditions of this Section 6.1. For clarity, the failure by any Tenant to maintain the Policies required to be maintained by such Tenant under its Lease shall not relieve Borrower from its obligation to obtain and maintain, or cause to be maintained, the Policies for the Properties required by this Section 6.1.

Section 6.2Casualty. If any Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”) and such damage is in excess of $500,000.00, Borrower shall give prompt written notice of such damage to Lender and shall promptly commence and diligently prosecute (or cause to be promptly commenced and diligently prosecuted) the completion of the Restoration of the Individual Property pursuant to Section 6.4 hereof to substantially the condition such Individual Property was in immediately prior to such Casualty, with such alterations as may be reasonably approved by Lender and otherwise in accordance with Section 6.4 hereof. Borrower shall pay (or cause to be paid) all costs of such Restoration whether or not such costs are covered by insurance, subject to, to the extent Borrower satisfies the requirements under Section 6.4 and Lender is required to disburse Net Proceeds to Borrower for Restoration in accordance with Section 6.4 hereof, Lender disbursing such Net Proceeds to Borrower. Lender may, but shall not be obligated to make proof of loss if not made promptly by Borrower. In addition, Lender may participate in any settlement discussions with any insurance companies (and shall approve the final settlement, which approval shall not be unreasonably withheld or delayed) with respect to any Casualty in which the Net Proceeds or the costs of completing the Restoration are equal to or greater than the Material Event Threshold and Borrower shall deliver to Lender all instruments required by Lender to permit such participation.

Section 6.3Condemnation. (a) Borrower shall promptly give Lender notice of the actual or threatened (in writing) commencement of any proceeding for the Condemnation of any Individual Property of land with a value in excess of $500,000.00 and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by it to permit such participation. Borrower shall, at its 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. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until any Award shall have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by the condemning authority but shall be entitled to receive out of the Award interest at

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the rate or rates provided herein or in the Note. If any Individual Property or any portion thereof is taken by a condemning authority, Borrower shall promptly commence and diligently prosecute the Restoration of the applicable Individual Property pursuant to Section 6.4 hereof, subject to, to the extent Borrower satisfies the requirements under Section 6.4 and Lender is required to make the Net Proceeds available to Borrower pursuant to Section 6.4, Lender making such Net Proceeds available to Borrower in accordance with Section 6.4, and otherwise comply with the provisions of Section 6.4 hereof, provided that in the event that Lender is not obligated to make the Award available to Borrower for such Restoration, in lieu of such necessary Restoration, Borrower may obtain a release of such Individual Property in accordance with Section 2.4.2(a). If any Individual Property is sold, through foreclosure or otherwise through the exercise of Lender’s remedies, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt and to apply the Award to the payment of the Debt.

Section 6.4Restoration. The following provisions shall apply in connection with the Restoration of any Individual Property:

(a)If the Net Proceeds shall be less than the Material Event Threshold and the costs of completing the Restoration shall be less than the Material Event Threshold, the Net Proceeds will be disbursed by Lender to Borrower upon receipt; provided that no Event of Default is then continuing and Borrower delivers to Lender a written undertaking to expeditiously commence and to satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement.

(b)If the Net Proceeds are equal to or greater than the Material Event Threshold or the costs of completing the Restoration is equal to or greater than the Material Event Threshold Lender shall make the Net Proceeds available for the Restoration in accordance with the provisions of this Section 6.4. The term “Net Proceeds” for purposes of this Section 6.4 shall mean: (i) the net amount of all insurance proceeds received by Lender pursuant to Section 6.1 (a)(i), (iv), (ix) and (x) as a result of such damage or destruction, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Insurance Proceeds”), or (ii) the net amount of the Award, after deduction of its reasonable costs and expenses (including, but not limited to, reasonable counsel fees), if any, in collecting same (“Condemnation Proceeds”), whichever the case may be.

(i)    The Net Proceeds shall be made available to Borrower for Restoration provided that each of the following conditions are met:

(A)    no Event of Default shall have occurred and be continuing;

(B)    (1) in the event the Net Proceeds are Insurance Proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements on the Individual Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (2) in the event the Net Proceeds are Condemnation Proceeds, less than ten percent (10%) of the land constituting the Individual

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Property is taken, and such land is located along the perimeter or periphery of the Individual Property, and no portion of the Improvements is located on such land;

(C)    (I) If the Individual Property is demised to a single Tenant, then the Lease for such Individual Property shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of such Casualty or Condemnation, or (II) if the Individual Property is demised to more than one (1) Tenant, Leases demising in the aggregate a percentage amount equal to or greater than the Rentable Space Percentage of the total rentable space in the Individual Property which has been demised under executed and delivered Leases in effect as of the date of the occurrence of such Casualty or Condemnation, whichever the case may be, shall remain in full force and effect during and after the completion of the Restoration, notwithstanding the occurrence of any such Casualty or Condemnation, whichever the case may be, and Borrower and/or Tenant, as applicable under the respective Lease, will make all necessary repairs and restorations thereto at their sole cost and expense. The term “Rentable Space Percentage” shall mean (1) in the event the Net Proceeds are Insurance Proceeds, a percentage amount equal to seventy-five percent (75%) and (2) in the event the Net Proceeds are Condemnation Proceeds, a percentage amount equal to seventy-five percent (75%);

(D)    Borrower shall commence (or cause to be commenced) the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after such Casualty or Condemnation, whichever the case may be, occurs) and shall diligently pursue the same to satisfactory completion, subject in all cases to force majeure;

(E)    Lender shall be reasonably satisfied that any operating deficits, including all scheduled payments of principal (if any) and interest under the Note, which will be incurred with respect to the Individual Property as a result of the occurrence of any such Casualty or Condemnation, whichever the case may be, will be covered out of (1) the Net Proceeds, (2) the insurance coverage referred to in Section 6.1(a)(ii) hereof, if applicable, or (3) by other funds of Borrower;

(F)    Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (1) three (3) months prior to the Maturity Date, (2) the earliest date required for such completion under the terms of any Major Leases or any Lease for all or substantially all of the Improvements at an Individual Property, PILOT Leases, Ground Lease, or material REA, (3) such time as may be required under all applicable Legal Requirements in order to repair and restore the applicable Individual Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (4) the expiration of the insurance coverage referred to in Section 6.1(a)(ii) hereof;

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(G)    the Individual Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements;

(H)    the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion, subject to force majeure, and in compliance in all material respects with all applicable Legal Requirements;

(I)    such Casualty or Condemnation, as applicable, does not result in the permanent loss of access to the Individual Property or the Improvements;

(J)    the Debt Yield for the affected Individual Property, after giving effect to the Restoration, shall be equal to or greater than 28.3%;

(K)    Borrower shall deliver, or cause to be delivered, to Lender a signed detailed budget approved in writing by Borrower’s architect or engineer stating the entire cost of completing the Restoration, which budget shall be subject to Lender’s approval (such approval not to be unreasonably withheld, conditioned or delayed); and

(L)    the Net Proceeds together with any cash or cash equivalent deposited by Borrower with Lender are sufficient in Lender’s discretion to cover the cost of the Restoration.

(ii)    The Net Proceeds shall be held by Lender in an interest-bearing Eligible Account, with such interest being for the benefit of Borrower, and, until disbursed in accordance with the provisions of this Section 6.4(b), shall constitute additional security for the Debt and Other Obligations under the Loan Documents. The Net Proceeds shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence reasonably satisfactory to Lender that (A) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement or will be paid following such disbursement) in connection with the Restoration have been paid for in full, and (B) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same (other than general notices required to be filed by legal Requirements), or any other liens or encumbrances of any nature whatsoever on the Individual Property, other than Permitted Encumbrances, which have not either been fully bonded to the reasonable satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy.

(iii)    All plans and specifications required in connection with the Restoration (to the extent the cost of such Restoration is reasonably expected to exceed $500,000.00, shall be subject to prior review and reasonable acceptance in all respects by Lender and by an independent consulting engineer selected by Lender (the “Casualty

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Consultant”). During the continuance of an Event of Default, Lender shall have the use of the plans and specifications and all permits, licenses and approvals required or obtained in connection with the Restoration. The identity of the contractors, subcontractors and materialmen engaged in the Restoration under contracts in excess of $500,000.00, as well as the contracts under which they have been engaged, shall be subject to prior review and approval by Lender and the Casualty Consultant, such approval not to be unreasonably withheld, conditioned or delayed. All reasonable out-of-pocket costs and expenses incurred by Lender in connection with making the Net Proceeds available for the Restoration including, without limitation, reasonable out-of-pocket counsel fees and disbursements and the Casualty Consultant’s fees, shall be paid by Borrower.

(iv)    In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, minus the Casualty Retainage. The term “Casualty Retainage” shall mean an amount equal to ten percent (10%) of the hard costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed, provided that after completion of fifty percent (50%) of the Restoration, the required “Casualty Retainage” shall be reduced to five percent (5%) of the hard costs actually incurred for work in place as part of the Restoration. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 6.4(b), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed (other than minor punch list items) in accordance with the provisions of this Section 6.4(b) and that all approvals necessary for the re-occupancy and use of the Individual Property have been obtained from all appropriate governmental and quasi-governmental authorities, and Lender receives evidence reasonably satisfactory to Lender that the costs of the Restoration have been paid in full or will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the related Title Insurance Policy, and, if available in the State at commercially reasonable rates, Lender receives an endorsement to the related Title Insurance Policy insuring the continued priority of the lien of the related Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

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(v)    Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

(vi)    If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the reasonable opinion of Lender in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”), in the form of cash or a Letter of Credit, with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 6.4(b) shall constitute additional security for the Debt and Other Obligations under the Loan Documents.

(vii)    The excess, if any, of the Net Proceeds (and the remaining balance, if any, of the Net Proceeds Deficiency) deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 6.4(b), and the receipt by Lender of evidence reasonably satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be deposited in the Cash Management Account to be disbursed in accordance with this Agreement, provided no Event of Default shall have occurred and shall be continuing under the Note, this Agreement or any of the other Loan Documents.

(c)All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 6.4(b)(vii) hereof may be retained and applied by Lender toward the payment of the Debt in accordance with Section 2.4.2 hereof, whether or not then due and payable (provided that if an Event of Default is then continuing Lender may apply such excess Net Proceeds in such order, priority and proportions as Lender in its sole discretion shall deem proper), or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall approve, in its discretion.

(d)In the event of foreclosure of the Mortgage with respect to an Individual Property, or other transfer of title of an Individual Property in extinguishment in whole or in part of the Debt all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning such Individual Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

(e)Notwithstanding anything to the contrary contained in the Loan Documents with respect to the disbursement of Net Proceeds in respect of the Ground Leased Property or any Individual Property that is subject to PILOT Lease, in the event of any inconsistency between the provisions set forth in this Agreement and the provisions of such Ground Lease or PILOT Lease, as applicable, then the provisions of such Ground Lease or PILOT Lease shall govern; provided, that, Borrower shall not grant its consent, approval or

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waiver with respect to any disbursement of Net Proceeds in respect of such Ground Lease or PILOT Lease (if such disbursement would violate the terms and provisions of this Section 6.4) as may be requested or required in connection with the terms and provisions of the Ground Lease or PILOT Lease, as applicable, without first obtaining the written consent, approval, or waiver of Lender.

(f)Notwithstanding anything to the contrary set forth in this Article VI, Lender hereby confirms that if at the time of Casualty or Condemnation to an Individual Property with respect to any Lease in effect as of the Closing Date or entered into in accordance with this Agreement pursuant to which the Tenant thereunder maintains insurance for the Improvements at such Individual Property that, together with any additional coverage provided by Borrower as described in Section 6.1(g), meets the requirements set forth in the Loan Agreement, then Lender will make the Net Proceeds available to such Tenant subject to and in accordance with the terms and conditions of such applicable Lease.

ARTICLE VII – RESERVE FUNDS

Section 7.1    Required Repairs.

7.1.1    Deposits. Borrower shall perform (or caused to be performed) the repairs at the Properties, as more particularly set forth on Schedule 7.1.1 hereto (such repairs hereinafter referred to as “Required Repairs”). Borrower shall complete the Required Repairs on or before the dates set forth on Schedule 7.1.1 hereto (the “Required Repairs Deadline”), as extended hereby. On the Funding Date, Borrower shall deposit with Lender an aggregate amount equal to $299,017.20, which amount shall be allocated to the Individual Properties as set forth on such Schedule 7.1.1 hereto to perform the Required Repairs for such Individual Properties. Amounts so deposited with Lender shall be held by Lender in accordance with this Section 7.1. Amounts so deposited shall hereinafter be referred to as Borrower’s “Required Repair Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Required Repair Account.”

7.1.2    Release of Required Repair Funds. Lender shall disburse to Borrower the Required Repair Funds from the Required Repair Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies the Required Repairs to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Material Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all Required Repairs at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the Required Repairs performed at such Individual Property to be funded by the requested disbursement, and (iii) stating that the costs and expenses covered by such disbursement have been paid in full or

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will be paid in full upon such disbursement, such Officer’s Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, for any Required Repair of more than $500,000.00, a title search for such Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, other than Permitted Encumbrances, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Required Repairs at such Individual Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the Required Repair Account with respect to the any Individual Property (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 (or a lesser amount if the total amount in the Required Repair Account is less than $25,000.00, in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.1.2. Upon completion of all Required Repairs in accordance with Section 7.1.1 and this Section 7.1.2, so long as no Material Event of Default is then continuing, Lender shall cause the remaining Required Repair Funds to be deposited into the Cash Management Account and disbursed in accordance with Section 2.6.2(f).

Section 7.2    Tax and Insurance Escrow Fund. Borrower shall pay to Lender (a) on the Funding Date an initial deposit in an amount reasonably estimated by Lender to be payable for Taxes and Insurance Premiums within the near term of the Funding Date and (b) on each Payment Date thereafter (i) one-twelfth (1/12) of the Taxes and Other Charges that Lender reasonably estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes and Other Charges at least thirty (30) days prior to the date on which the same would be delinquent, and (ii) except for (x) any Insurance Premiums for an approved blanket or umbrella Policy maintained by Borrower pursuant to Section 6.1(c) so long as no Event of Default has occurred and is continuing and (y) any Insurance Premiums for property Policies maintained by Tenants subject to and in accordance with Section 6.1(g), to the extent of any Policies for which, (1) the entire Property is demised to a single Tenant under a Lease that requires the Tenant maintain sufficient insurance on the entire Property that at all times is in accordance with Section 6.1(g) (taking into account any additional coverage provided by Borrower as described in Section 6.1(g)) and such Tenant performs such obligation, and (2) a Bankruptcy Action with respect to such Tenant has not occurred and there is no monetary event of default continuing with respect to such Tenant, one-twelfth (1/12) of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (a) and (b) above hereinafter called the “Tax and Insurance Escrow Fund”). Lender will apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 and Section 6.1 hereof and the Letter Agreement (Insurance), as applicable, and under the Mortgages. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment,

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sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes, Other Charges and Insurance Premiums pursuant to Section 5.1.2 and Section 6.1 hereof, as applicable, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Escrow Fund. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes, Other Charges and Insurance Premiums by the dates set forth in (a) and (b) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the date the Taxes and Other Charges would be delinquent and/or thirty (30) days prior to expiration of the Policies, as the case may be. For the avoidance of doubt, any amounts due and payable by the applicable Individual Borrower pursuant to the terms of the PILOT Lease (excluding any amounts owed in connection with the acquisition of the fee title to the PILOT Property) shall be deemed Taxes for the purpose of this Section 7.2. Notwithstanding the foregoing, the monthly deposit of Taxes and Other Charges for an Individual Property shall not be required under this Section 7.2 for such month to the extent that all of the following conditions are and remain satisfied with respect to such Individual Property: (i) the entirety of an Individual Property is demised to a single Tenant under a Lease entered into in accordance herewith that is in full force and effect, (ii) a Bankruptcy Action with respect to such Tenant has not occurred and the Tenant under such Lease is not in a continuing monetary event of default under such Lease, (iii) the applicable Lease requires that the Tenant pay the Taxes and Other Charges for such Individual Property and the Tenant pays such Taxes and Other Charges prior to delinquency and (iv) Borrower delivers (or causes to be delivered) to Lender evidence reasonably satisfactory to Lender that such Taxes and Other Charges were paid prior to delinquency. The failure by any Tenant to pay any Taxes and Other Charges required to be paid by such Tenant under its Lease shall not relieve Borrower from its obligation to pay, or cause to be paid, the Taxes and Other Charges.

Section 7.3    Replacements and Replacement Reserve.

7.3.1    Replacement Reserve Fund. Borrower shall pay to Lender (a) on the Funding Date an initial deposit in the amount of $0.00 and (b) on each Payment Date thereafter an amount equal to $0.20 per square foot for each Individual Property in the aggregate (the “Replacement Reserve Monthly Deposit”) which amounts (excluding amounts for any such replacements and repairs required to be performed by a Tenant under its Lease so long as such Tenant is not in monetary or material non-monetary default under its Lease) are reasonably estimated by Lender to be due for replacements and repairs required to be made to the Properties during the calendar year by Borrower (collectively, the “Replacements”). Amounts so deposited shall hereinafter be referred to as Borrower’s “Replacement Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “Replacement Reserve Account.” Lender may reassess its estimate of the amount necessary for the Replacement Reserve Fund from time to time, and may increase the monthly amounts required to be deposited into the Replacement Reserve Fund upon thirty (30) days’ notice to Borrower if Lender determines in its reasonable discretion, based on updated property condition reports, that an increase is necessary to maintain the proper maintenance and operation of the

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Properties. Any amount held in the Replacement Reserve Account and allocated for an Individual Property shall be retained by Lender and credited toward the future Replacement Reserves Monthly Deposits required by Lender hereunder in the event such Individual Property is released from the Lien of its related Mortgage in accordance with Section 2.5 hereof.

7.3.2    Disbursements from Replacement Reserve Account. (a)  Lender shall make disbursements from the Replacement Reserve Account to pay Borrower only for the costs of the Replacements. Lender shall not be obligated to make disbursements from the Replacement Reserve Account to reimburse Borrower for the costs of routine maintenance to an Individual Property or for costs which are to be reimbursed from the Required Repair Fund or Rollover Reserve Fund.

(b)    Lender shall, upon written request from Borrower and satisfaction of the requirements set forth in this Section 7.3.2, disburse to or at the direction of Borrower amounts from the Replacement Reserve Account necessary to pay for the actual costs of Replacements or to reimburse Borrower therefor, upon completion (or partial completion) of such Replacements as reasonably determined by Lender. In no event shall Lender be obligated to disburse funds from the Replacement Reserve Account if a Material Event of Default exists.

(c)    Each request for disbursement from the Replacement Reserve Account shall be in a form reasonably specified or approved by Lender and shall specify (i) the specific Replacements for which the disbursement is requested, (ii) the quantity and price of each item purchased, if the Replacement includes the purchase or replacement of specific items, (iii) the price of all materials (grouped by type or category) used in any Replacement other than the purchase or replacement of specific items, and (iv) the cost of all contracted labor or other services applicable to each Replacement for which such request for disbursement is made. With each request Borrower shall certify that all Replacements have been made in accordance in all material respects with all applicable Legal Requirements of any Governmental Authority having jurisdiction over the applicable Individual Property to which Replacements are being provided. Each request for disbursement shall include copies of invoices for all items or materials purchased and all contracted labor or services provided and each request shall include evidence satisfactory to Lender of payment of all such amounts (or that such amount will be paid with such disbursement). With respect to the final disbursement for any given Replacement, the request for disbursement from the Replacement Reserve Account for such final disbursement shall be made only after completion of the Replacement for which disbursement is requested. Upon written request from Lender, Borrower shall provide Lender evidence of completion of the subject Replacement satisfactory to Lender in its reasonable judgment.

(d)    In connection with any disbursements in excess of $250,000 in the aggregate with respect to an Individual Property, as a condition to such disbursement, Lender may require Borrower to obtain lien waivers from each contractor, supplier, materialman, mechanic or subcontractor who performs work or delivers materials. Any lien waiver delivered hereunder shall conform to the requirements of applicable law and shall cover all work performed and materials supplied (including equipment and fixtures) for the applicable Individual Property by that contractor, supplier, subcontractor, mechanic or materialman through

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the date covered by the current reimbursement request (or, in the event that such payment is being with the funds being disbursed, the release of lien shall be effective through the date covered by the previous release of funds request).

(e)    Intentionally Omitted.

(f)    Borrower shall not make a request for disbursement from the Replacement Reserve Account more frequently than once in any calendar month and (except in connection with the final disbursement for any given Replacement) the total cost of all Replacements in any request shall not be less than Twenty-Five Thousand and No/100 Dollars ($25,000.00).

7.3.3    Performance of Replacements. (a)  Borrower shall make Replacements when required in order to keep each Individual Property in condition and repair consistent with other comparable properties in the same market segment in the metropolitan area in which the respective Individual Property is located, and to keep each Individual Property or any portion thereof from deteriorating (other than ordinary wear and tear), unless a Tenant is required to make such Replacements pursuant to the terms of its Lease. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement.

(b)    In connection with any Replacements in excess of $500,000 in the aggregate with respect to an Individual Property, Lender reserves the right, at its option, to approve (such approval not to be unreasonably withheld, conditioned or delayed) all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials in connection with the Replacements. Upon Lender’s request, Borrower shall assign any contract or subcontract to Lender.

(c)    Nothing in this Section 7.3.3 shall: (i) make Lender responsible for making or completing any Replacements; (ii) require Lender to expend funds in addition to the Replacement Reserve Fund to make or complete any Replacement; (iii) obligate Lender to proceed with any Replacements; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Replacement.

(d)    Intentionally Omitted.

(e)    In connection with any Replacements, Lender may require an inspection of the Individual Property at Borrower’s expense prior to making a monthly disbursement from the Replacement Reserve Account in order to verify completion of the Replacements (or portion thereof) for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of the final amounts for such Replacements from the Replacement Reserve Account. Borrower shall pay the reasonable, out-of-pocket expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional.

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(f)    The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic’s, materialmen’s or other liens (except for Permitted Encumbrances).

(g)    In connection with any Replacements in excess of $500,000 in the aggregate with respect to an Individual Property, before each disbursement from the Replacement Reserve Account, Lender may require Borrower to provide Lender with a search of title to the applicable Individual Property effective to the date of the disbursement, which search shows that no mechanic’s or materialmen’s liens or other liens of any nature have been placed against the applicable Individual Property since the date of recordation of the related Mortgage other than Permitted Encumbrances and that title to the applicable Individual Property is free and clear of all Liens (other than the lien of the related Mortgage, Permitted Encumbrances and any other Liens previously approved in writing by Lender, if any).

(h)    All Replacements shall comply in all material respects with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the applicable Individual Property and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters.

(i)    In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with a particular Replacement. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with standard mortgagee clauses making loss payable to Lender or its assigns shall be so endorsed. Certified copies of such policies (or certificates evidencing the same) shall be delivered to Lender.

7.3.4    Failure to Make Replacements. (a)  During the continuance of an Event of Default, Lender may use the Replacement Reserve Fund (or any portion thereof) for any purpose, including but not limited to completion of the Replacements as provided in Section 7.3.3, or for any other repair or replacement to any Individual Property or toward payment of the Debt in such order, proportion and priority as Lender may determine in its sole discretion. Lender’s right to withdraw and apply the Replacement Reserve Funds shall be in addition to all other rights and remedies provided to Lender under this Agreement and the other Loan Documents.

(b)    Nothing in this Agreement shall obligate Lender to apply all or any portion of the Replacement Reserve Fund during the continuance of an Event of Default to payment of the Debt or in any specific order or priority.

7.3.5    Balance in the Replacement Reserve Account. The insufficiency of any balance in the Replacement Reserve Account shall not relieve Borrower from its obligation to fulfill all preservation and maintenance covenants in the Loan Documents.

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Section 7.4    Rollover Reserve.

7.4.1    Deposits to Rollover Reserve Fund.

(a)    Borrower shall pay to Lender (a) on the Funding Date an initial deposit in the amount of $23,931,389.11 and (b) on each Payment Date thereafter an amount equal to $2.00 per square foot for the Properties in the aggregate (the “Rollover Reserve Monthly Deposit”), which amounts shall be deposited with and held by Lender for tenant improvement and leasing commission obligations incurred following the date hereof. Amounts so deposited shall hereinafter be referred to as the “Rollover Reserve Fund” and the account to which such amounts are held shall hereinafter be referred to as the “Rollover Reserve Account.”

(b)    In addition to the required deposits set forth in paragraph (a) above, the following items shall be deposited into the Rollover Reserve Account and held as Rollover Reserve Funds and shall be disbursed and released as set forth in Section 7.4.2 below. Borrower shall advise Lender at the time of receipt thereof of the nature of such receipt so that Lender shall have sufficient time to instruct the Cash Management Bank to deposit and hold such amounts in the Rollover Reserve Account pursuant to the Cash Management Agreement: (i) on the Funding Date, an amount equal to all Unfunded Obligations, (ii) all sums paid to Borrower (less reasonable, out-of-pocket expenses to be retained by Borrower) with respect to (A) a modification of any Lease or otherwise paid in connection with Borrower taking any action under any Lease (e.g., granting a consent) or waiving any provision thereof (but excluding any base rent or additional rent paid in connection with any modification), or (B) any settlement of claims of Borrower against third parties in connection with any Lease, and (iii) any holdover rents or use and occupancy fees from any Tenant or former Tenant (to the extent not paid for current or prior use and occupancy or holdover rent), or any security deposit retained by Borrower following an event of default under a Lease, in each case, less any actual, out-of-pocket amounts expended by Borrower in connection with the transactions giving rise to such payment and amounts applied to accrued rents, which amounts shall be retained by Borrower. All sums paid to Borrower (less reasonable, out-of-pocket expenses to be retained by Borrower) with respect to any rejection, termination, surrender or cancellation of any Lease (including in any bankruptcy case) or any lease buy-out or surrender payment from any Tenant (including any payment relating to unamortized tenant improvements and/or leasing commissions) (collectively, “Lease Termination Payments”) shall be applied pro rata as a prepayment of the Debt and the Mezzanine Debt, and the principal portion of such prepayment shall be applied to the applicable Mortgage Deleveraging Threshold.

7.4.2    Withdrawal of Rollover Reserve Funds. Provided no Material Event of Default hereunder exists, Lender shall make disbursements from the Rollover Reserve Fund for Approved Leasing Expenses incurred by Borrower; provided that, disbursements for Unfunded Obligations shall be in the amounts and for the obligations specified on Schedule 4.1.26-B hereto. Lender shall make disbursements as requested by Borrower on a quarterly basis in increments of no less than $5,000.00 upon delivery by Borrower of Lender’s standard form of draw request accompanied by copies of paid invoices for the amounts requested and, if required by Lender for any expenses in the aggregate for any Individual Property in

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excess of $250,000.00, lien waivers and releases from all parties furnishing materials and/or services in connection with the requested payment. With respect to any tenant improvements, Lender may require an inspection of the Properties at Borrower’s expense prior to making a disbursement in order to verify completion of improvements for which reimbursement is sought.

Section 7.5    Ground Lease Reserve.

7.5.1    Deposits to Ground Lease Fund. On each Payment Date after the Funding Date, Borrower shall pay to Lender one-twelfth of the rents (including both base and additional rents) and other charges due under the Ground Lease that Lender reasonably estimates will be payable by the applicable Individual Borrower as lessee under the related Ground Lease (collectively, the “Ground Rent”) during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Ground Rent at least thirty (30) days prior to the due date. In addition, on the Funding Date, Borrower shall pay to Lender an amount equal to any Ground Rent payable and outstanding under any Ground Lease within thirty (30) days of the first Payment Date. Amounts so deposited shall hereinafter be referred to as the “Ground Lease Reserve Fund” and the account in which such amounts are held shall hereinafter be referred to as the “Ground Lease Reserve Account.” Notwithstanding the foregoing, the monthly deposit of Ground Rent for an Individual Property shall not be required under this Section 7.5.1 for such month to the extent that all of the following conditions are and remain satisfied with respect to such Individual Property: (i) the entirety of an Individual Property is demised to a single Tenant under a Lease entered into in accordance herewith that is in full force and effect, (ii) a Bankruptcy Action with respect to such Tenant has not occurred and the Tenant under such Lease is not in a monetary event of default under such Lease, (iii) the applicable Lease requires that the Tenant pay the Ground Rent for such Individual Property and the Tenant pays such Ground Rent as the same becomes due and payable and (iv) Borrower delivers (or causes to be delivered) to Lender evidence reasonably satisfactory to Lender that such Ground Rent was paid prior to the due date. The failure by any Tenant to pay the Ground Rent required to be paid by such Tenant under its Lease shall not relieve Borrower from its obligation to pay, or cause to be paid, the Ground Rent.

7.5.2    Release of Ground Lease Reserve Fund. Lender shall apply amounts in the Ground Lease Reserve Fund to the payment of the Ground Rent prior to the same becoming due. In making any payment relating to the Ground Rent, Lender may do so according to any bill, statement or estimate procured from the Ground Lessor under the Ground Lease, without inquiry into the accuracy of such bill, statement or estimate. If the amount of Ground Lease Reserve Funds shall exceed the amounts due for the Ground Rent under the Ground Lease for the immediately succeeding twelve (12) months as determined by Lender, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Ground Lease Reserve Fund. Any amounts remaining in the Ground Lease Reserve Fund after the earlier to occur of the Debt having been paid in full or, so long as no Material Event of Default has occurred and is continuing, the Ground Leased Property being released pursuant to Section 2.5.2 shall be returned to Borrower. If at any time Lender reasonably determines that the Ground Lease Reserve Fund is not or will not be sufficient to pay the Ground Rent by the dates set forth above, Lender shall notify Borrower in writing of such determination

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and Borrower shall increase its monthly payments to Lender by the amount that Lender reasonably estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Ground Rent.

Section 7.6    Corporate Reserve Fund. Borrower shall pay to Lender (a) on the Funding Date an initial deposit in the amount of $5,000,000.00 (the “Corporate Fee Annual Amount”) to be applied to any shortfalls in the payment of G&A Fees during the first year of the Loan term and (b)  on each Quarterly Disbursement Date, such amounts as elected by Borrower, if any, pursuant to Section 7.8.2(a)(iv), up to the amount necessary to replenish the Corporate Reserve Fund (as defined below) to the Corporate Fee Annual Amount (said amounts in (a) and (b) above hereinafter called the “Corporate Reserve Fund”); provided, further, that a failure by Borrower to make any deposit into the Corporate Reserve Fund under this Section 7.6 shall not in and of itself be deemed to be a Default or an Event of Default hereunder. If there will be a shortfall in the payment of the G&A Fees for the applicable year after application of Non-Collateral Property Excess Cash Flow in accordance with the Mezzanine Loan Documents, Borrower shall have the right to request a disbursement from the Corporate Reserve Fund in the amount of such shortfall, subject to Borrower delivering (i) an Officer’s Certificate certifying that such shortfall exists, (ii) a request for payment at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and (iii) any supporting documentation reasonably requested by Lender. Lender shall not be required to make disbursements from the Corporate Reserve Fund (i) during the continuance of a Material Event of Default, (ii) more than once a month and (iii) unless such requested disbursement is in an amount greater than $25,000.00.

Section 7.7    Additional Reserves.

7.7.1    PPD HVAC Repairs. On the Funding Date, Borrower shall deposit with Lender an amount equal to $4,500,000.00 to perform the PPD HVAC Repairs. Amounts so deposited shall hereinafter be referred to as Borrower’s “PPD HVAC Repairs Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “PPD HVAC Repairs Account”. Lender shall disburse to Borrower the PPD HVAC Repairs Funds from the PPD HVAC Repairs Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies the portion of the PPD HVAC Repairs to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Material Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all PPD HVAC Repairs to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Required Repairs, (ii) identifying each Person that supplied materials or labor in connection with the PPD HVAC Repairs performed at such Individual Property to be funded by the requested disbursement, and (iii) stating that the costs and expenses covered by such disbursement have been paid in full or will be paid in full upon such disbursement, such Officer’s Certificate to be

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accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, for any PPD HVAC Repair of more than $500,000.00, a title search indicating that the applicable Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, other than Permitted Encumbrances, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the PPD HVAC Repairs to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the PPD HVAC Repairs Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 (or a lesser amount if the total amount in the PPD HVAC Repairs Account is less than $25,000.00, in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.7.1. Upon completion of all PPD HVAC Repairs in accordance with this Section 7.7.1 and delivery of an estoppel certificate from PPD which states that the PPD Required Repairs have been completed to such Tenant’s satisfaction, so long as no Material Event of Default is then continuing, Lender shall cause the remaining PPD Required Repairs Funds to applied pro rata to reduce the Release Amount and the Mezzanine Release Amount for such Individual Property.

7.7.2    PPD Dispute Reserve. On the Funding Date, Borrower shall deposit with Lender an amount equal to $2,000,000.00 (the "PPD Dispute Reserve Funds"). The PPD Dispute Reserve Funds will be disbursed to Borrower (and applied pro rata to reduce the Release Amount and the Mezzanine Release Amount for such Individual Property) promptly upon satisfaction by Borrower of each of the following conditions: (i) the PPD Dispute is settled by Borrower with PPD pursuant to a written agreement reasonably approved by the Lender or adjudicated or otherwise dismissed pursuant to a final non-appealable decision of a court of competent jurisdiction, (ii) PPD and Borrower have entered into an amendment of the applicable Lease in form and substance reasonably approved by Lender, and (iii) Lender shall have received an Officer’s Certificate stating that the conditions set forth in the preceding clauses (i) and (ii) are true and correct.

7.7.3    ERM Reserve. On the Funding Date, if Borrower has not completed all of the ERM Items described in Section B of Schedule 5.1.17 attached hereto to Lender’s reasonable satisfaction, Borrower shall deposit with Lender an amount equal reasonably determined by Lender to perform such remaining ERM Items. Amounts so deposited shall hereinafter be referred to as Borrower’s “ERM Fund” and the account in which such amounts are held shall hereinafter be referred to as Borrower’s “ERM Account”. Lender shall disburse to Borrower the ERM Funds from the ERM Account from time to time upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies the portion of the ERM Items to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Material Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all ERM Items to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any

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license, permit or other approval by any Governmental Authority required to commence and/or complete the ERM Items, (ii) identifying each Person that supplied materials or labor in connection with the ERM Items performed at such Individual Property to be funded by the requested disbursement, and (iii) stating that the costs and expenses covered by such disbursement have been paid in full or will be paid in full upon such disbursement, such Officer’s Certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (d) at Lender’s option, for any ERM Item of more than $500,000.00, a title search indicating that the applicable Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender, other than Permitted Encumbrances, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the ERM Items to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to make disbursements from the ERM Account (i) more than once a month and (ii) unless such requested disbursement is in an amount greater than $25,000.00 (or a lesser amount if the total amount in the ERM Account is less than $25,000.00, in which case only one disbursement of the amount remaining in the account shall be made) and such disbursement shall be made only upon satisfaction of each condition contained in this Section 7.7.3. Upon completion of all ERM Items in accordance with this Section 7.7.3, so long as no Material Event of Default is then continuing, Lender shall cause the remaining ERM Funds to be deposited into the Cash Management Account and disbursed in accordance with Section 2.6.2(f).

Section 7.8    Excess Cash Flow Reserve Fund.

7.8.1    Deposits to Excess Cash Flow Reserve Fund. All Excess Cash Flow remaining in the Cash Management Account after application or disbursement of the funds on deposit therein in accordance with Section 2.6.2(f) shall be held by Lender as additional security for the Loan and amounts so held shall be hereinafter referred to as the “Excess Cash Flow Reserve Fund” and the account to which such amounts are held shall hereinafter be referred to as the “Excess Cash Flow Reserve Account.”

7.8.2    Release of Excess Cash Flow Reserve Funds. Provided no Lockbox Event Period is ongoing, all Excess Cash Flow Reserve Funds shall be disbursed on the last Business Day of each calendar quarter after the Funding Date (the “Quarterly Disbursement Date”) as follows (provided, however, that, at the election of Borrower, the Quarterly Disbursement Date for the items in clauses (a)(i) and (ii) and clauses (b)(i) and (ii) below for the final Fiscal Quarter of each Fiscal Year shall be January 15th of the year following such Fiscal Quarter):

(a)    During any MDP Compliance Period, in the following amounts and order of priority:

(i)    to any amount necessary to pay the Mezzanine Borrower, the Quarterly REIT Distributions; provided that before any funds shall be so disbursed for such Quarterly REIT Distributions, Borrower shall have provided to Lender a request for such disbursement setting forth the amounts payable to Mezzanine Borrower no less than ten (10) days prior to the Quarterly Disbursement Date together with an Officer’s

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Certificate certifying such amounts; provided further, however, that Borrower may revise such request with respect to the Quarterly REIT Distributions for the final Fiscal Quarter of each Fiscal Year as reasonably necessary in advance of such Fiscal Quarter’s Quarterly Disbursement Date;

(ii)    to any amount necessary to pay TRS Subsidiary(ies) the Quarterly TRS Tax Distributions; provided that before any funds shall be so disbursed for such Quarterly TRS Tax Distributions, Borrower shall have provided to Lender a request for such disbursement setting forth the amounts payable to TRS Subsidiary(ies), as applicable, no less than ten (10) days prior to the Quarterly Disbursement Date together with an Officer’s Certificate certifying such amounts; provided further, however, that Borrower may revise such request with respect to the Quarterly TRS Tax Distributions for the final Fiscal Quarter of each Fiscal Year as reasonably necessary in advance of such Fiscal Quarter’s Quarterly Disbursement Date;

(iii)    at Borrower’s option, upon no less than ten (10) Business Days’ prior written notice to Lender, to either (x) the Mezzanine PIK Accrued Amount or (y) to a prepayment of the Loan to be applied towards the next succeeding Mortgage Deleveraging Threshold; provided that, if Borrower does not timely deliver notice of its election in accordance with this clause (iii), such amount shall be applied to the Mezzanine PIK Accrued Amount;

(iv)    to any shortfall amount necessary to pay the Asset Advisory Fees and/or G&A Fees after application of Non-Collateral Property Excess Cash Flow in accordance with the Mezzanine Loan Documents; provided that before any funds shall be so disbursed for such Asset Advisory Fees and/or G&A Fees, Borrower shall have provided to Lender a request for such disbursement setting forth the shortfall amount no less than ten (10) Business Days prior to the Quarterly Disbursement Date together with an Officer’s Certificate certifying that such shortfall exists;

(v)    at Borrower’s election, such amounts up to the amount necessary to replenish the Corporate Reserve Fund in accordance with Section 7.6; and

(vi)    to the outstanding principal balance of the Loan as a Mortgage Deleveraging Payment.

(b)    Other than during any MDP Compliance Period, in the following amounts and order of priority:

(i)    to any amount necessary to pay the Mezzanine Borrower the Quarterly REIT Distributions; provided that before any funds shall be so disbursed for such Quarterly REIT Distributions, Borrower shall have provided to Lender a request for such disbursement setting forth the amounts payable to Mezzanine Borrower no less than ten (10) days prior to the Quarterly Disbursement Date together with an Officer’s Certificate certifying such amounts; provided further, however, that Borrower may revise such request with respect to the Quarterly REIT Distributions for the final Fiscal Quarter

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of each Fiscal Year as reasonably necessary in advance of such Fiscal Quarter’s Quarterly Disbursement Date;

(ii)    to any amount necessary to pay TRS Subsidiary(ies) the Quarterly TRS Tax Distributions; provided that before any funds shall be so disbursed for such Quarterly TRS Tax Distributions, Borrower shall have provided to Lender a request for such disbursement setting forth the amounts payable to TRS Subsidiary(ies), as applicable, no less than ten (10) days prior to the Quarterly Disbursement Date together with an Officer’s Certificate certifying such amounts; provided further, however, that Borrower may revise such request with respect to the Quarterly TRS Tax Distributions for the final Fiscal Quarter of each Fiscal Year as reasonably necessary in advance of such Fiscal Quarter’s Quarterly Disbursement Date;

(iii)    to a prepayment of the Loan to be applied towards the Mortgage Deleveraging Threshold that Borrower failed to satisfy in accordance with Section 2.4.2(b) hereof until Borrower satisfies such Mortgage Deleveraging Threshold; and

(iv)    to the outstanding principal balance of the Loan (which amount shall be applied to the succeeding Mortgage Deleveraging Threshold in accordance with Section 2.4.2(b)(i) hereof).

(c)    To the extent there are funds in the Excess Cash Flow Reserve Account and no Material Event of Default has occurred and is continuing, Borrower shall have the right to request funds in the Excess Cash Flow Reserve Account for the following purposes, and such disbursement shall be subject to Lender’s approval in its sole but good faith discretion:

(i)    to pay, or reimburse Borrower for, any Capital Expenditures or other costs incurred in connection with emergency repairs and/or life safety items, which disbursements shall be subject to the good faith review and approval of Lender. Such disbursements shall be subject to the following conditions: (a) Borrower shall submit a written request for payment to Lender at least ten (10) Business Days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures or repairs to be paid, (b) on the date such request is received by Lender and on the date such payment is to be made, no Material Event of Default shall exist and remain uncured, (c) Lender shall have received an Officer’s Certificate (i) stating that all Capital Expenditures or repairs at the applicable Individual Property to be funded by the requested disbursement have been completed in good and workmanlike manner and in accordance in all material respects with all applicable federal, state and local laws, rules and regulations, such certificate to be accompanied by a copy of any license, permit or other approval by any Governmental Authority required to commence and/or complete the Capital Expenditures or repairs, (ii) identifying each Person that supplied materials or labor in connection with the Capital Expenditures or repairs performed at such Individual Property to be funded by the requested disbursement, and (iii) stating that each such Person has been paid in full or will be paid in full upon such disbursement, such Officer’s Certificate to be accompanied by lien waivers or other evidence of payment satisfactory

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to Lender, (d) at Lender’s option, in connection with Capital Expenditures, to the extent of any expenditures in excess of $500,000.00 in the aggregate for any Individual Property, a title search for such Individual Property indicating that such Individual Property is free from all liens, claims and other encumbrances not previously approved by Lender other than Permitted Encumbrances, and (e) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures or repairs at such Individual Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower;

(ii)    to pay all or any portion of the MDP Penalty Fee; provided that before any funds shall be so disbursed for such MDP Penalty Fee, Borrower shall have provided Lender with written instruction to apply such funds at least (2) Business Days prior to the date the same is due; and

(iii)    to pay any shortfall in the payment of any G&A Direct Fees; provided that before any funds shall be so disbursed for such G&A Direct Fees, Borrower shall have provided to Lender a request for such disbursement setting forth the shortfall amount no less than ten (10) Business Days prior to the requested date of disbursement, together with an Officer’s Certificate certifying that such shortfall exists.

Section 7.9    Reserve Funds, Generally. (a)  Borrower grants to Lender a first-priority perfected security interest in each of the Reserve Funds and any and all monies now or hereafter deposited in each Reserve Fund as additional security for payment of the Debt. Until expended or applied in accordance herewith, the Reserve Funds shall constitute additional security for the Debt.

(b)    Upon the occurrence and during the continuance of a Material Event of Default, Lender may, in addition to any and all other rights and remedies available to Lender, apply any sums then present in any or all of the Reserve Funds to the payment of the Debt in any order in its sole discretion.

(c)    The Reserve Funds shall not constitute trust funds and may be commingled with other monies held by Lender. The Reserve Funds shall be held in an Eligible Account in Permitted Investments as directed by Lender or Lender’s Servicer. Unless expressly provided for in this Article VII, all interest on a Reserve Fund shall be for the benefit of Borrower and be added to or become a part thereof and shall be disbursed in the same manner as other funds on deposit in such Reserve Fund. Borrower shall be responsible for payment of any federal, state or local income or other tax applicable to the interest earned on the Reserve Funds credited or paid to Borrower.

(d)    Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any Reserve Fund or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

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(e)    Lender and Servicer shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds except to the extent any such loss is incurred as a result of Administrative Agent’s or Servicer’s gross negligence or willful misconduct. Borrower shall indemnify Lender and Servicer and hold Lender and Servicer harmless from and against any and all actions, suits, claims, demands and actual out-of-pocket liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable out-of-pocket attorneys’ fees and expenses, but expressly excluding indirect, consequential, exemplary, special and punitive damages of any kind, except to the extent of consequential and special damages owed by Lender to an unaffiliated third party through no act or omission by Lender or Servicer) arising from or in any way connected with the Reserve Funds or the performance of the obligations for which the Reserve Funds were established (unless arising from the gross negligence or willful misconduct of Lender or Servicer, as applicable). Borrower shall assign to Lender all rights and claims Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

(f)    Intentionally Omitted.

(g)    Any amount remaining in the Reserve Funds after the Debt has been paid in full shall be returned to Borrower; provided, however, that if the Mezzanine Loan has not been repaid in full, such amount shall be paid to or at the direction of Mezzanine Lender and held or applied in accordance with the terms and conditions of the Mezzanine Loan Documents.

ARTICLE VIII – DEFAULTS

Section 8.1    Event of Default. (a)  Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i)    if any portion of the Debt is not paid when due with, other than with respect to any Monthly Debt Service Payment Amount and any failure to repay the Debt on the Maturity Date, such failure continuing for five (5) Business Days after written notice that the same is due and payable; provided, that, such notice shall not be provided more than two (2) times during the term of the Loan; provided, further, that it shall not be an Event of Default if (x) sums sufficient to pay the Monthly Debt Service Payment Amount, fund the required deposits into the Reserve Funds or make such other payments are on deposit in the Cash Management Account prior to the applicable due date and Lender or Servicer failed to apply such sums when required hereunder, (y) Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing;

(ii)    if any of the Taxes or Other Charges are not paid before the same become delinquent, other than those being contested by Borrower in accordance with Section 5.1.2; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay such Taxes or Other Charges are on deposit in the Tax and Escrow Fund and Lender or Servicer failed to apply such sums when required hereunder (y) Lender’s

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access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing;

(iii)    if (A) the Policies are not kept in full force and effect; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay the Premiums for such Policies are on deposit in the Tax and Insurance Escrow Fund and Lender or Servicer failed to apply such sums when required hereunder, (y) Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing, or (B) certificates evidencing the Policies are not delivered to Lender upon within five (5) Business Days following written request therefor;

(iv)    if Borrower Transfers or otherwise encumbers any portion of any Individual Property without Lender’s prior written consent in violation of the provisions of this Agreement or Article 6 of the applicable Mortgage;

(v)    if any representation or warranty made by Borrower herein or in any other Loan Document, 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 as of the date the representation or warranty was made; provided, however, that if such misrepresentation (A) was inadvertent and non-recurring, and (B) is susceptible of being cured, then the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice to Borrower from Lender;

(vi)    if a Bankruptcy Action occurs with respect to any Borrower Party or any Borrower Party shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against any Borrower Party or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Person or any portion of any Individual Property and (B) no Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (vi) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days;

(vii)    so long as the initial Mezzanine Lender named in the Mezzanine Loan Agreement holds all or any portion of the Mezzanine Loan, an Event of Default (as defined in the Mezzanine Loan Agreement);

(viii)    if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

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(ix)    if a Bankruptcy Action occurs with respect to Guarantor or Guarantor shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against such Guarantor or such other guarantor or indemnitor or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Guarantor or such other guarantor or indemnitor or any portion of its property and (B) neither such Guarantor nor any Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (ix) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, it shall be at Lender’s option to determine whether any of the foregoing shall be an Event of Default;

(x)    if Borrower breaches any covenant contained in Section 4.1.30 hereof; provided, that such breach shall not constitute an Event of Default if (A) such breach is curable and was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within thirty (30) days after earlier to occur of (x) notice from Lender or (y) the date Borrower becomes aware of such breach, and (C) if requested by Lender, within thirty (30) days of request by Lender, Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion;

(xi)    intentionally omitted;

(xii)    if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue; provided, that such breach shall not constitute an Event of Default if (A) such breach is curable and was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within thirty (30) days after earlier to occur of (x) notice from Lender or (y) the date Borrower becomes aware of such breach, and (C) if requested by Lender, within thirty (30) days of request by Lender, Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion;

(xiii)    if a material default has occurred by Borrower and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and the Manager thereunder terminates or cancels the Management Agreement (or any Replacement Management Agreement) unless the

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applicable Individual Borrower (or applicable Tenant) elects to self-manage and the same is permitted by the terms of the applicable Lease(s) or the terminated Management Agreement is replaced with a Replacement Management Agreement within sixty (60) days after such termination;

(xiv)    if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Sections 9.1 or 9.2 hereof, or fails to cooperate with Lender in connection with a bifurcation, assignment or participation of the Loan pursuant to the provisions of Section 9.1 or 9.2 hereof, as applicable, for three (3) days after notice to Borrower from Lender;

(xv)    Borrower shall fail to obtain and/or maintain the Interest Rate Cap Agreement or Replacement Interest Rate Cap Agreement, as applicable, as required pursuant to Section 2.2.7 hereof;

(xvi)    if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xv) above or subsections (xvii) to (xxi) below, for ten (10) Business Days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed (x) sixty (60) days in the case of any such non-monetary Default arising in connection with a breach of the entity classification covenants set forth in Section 5.1.25 and (y) twelve (12) months in the case of all other such non-monetary Defaults;

(xvii)    if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such documents or, if no cure period is specified in such documents, beyond the cure period specified in Section 8.1(a)(xvi), whether as to Borrower, Guarantor or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xviii)    if the leasehold estate created by any PILOT Lease shall be surrendered by the applicable Individual Borrower, any PILOT Bond shall be transferred or surrendered by the applicable Individual Borrower, or any PILOT Lease shall be terminated or cancelled for any reason or circumstance (except if in connection with such surrender or termination, Borrower acquires the fee estate from the applicable PILOT Lessor in accordance with the terms hereof) unless the applicable Individual Property is released in accordance with Section 2.5.2 on or prior to such termination or cancellation;

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(xix)    (A)  there occurs any event or condition as a result of the actions of the applicable Individual Borrower that gives the lessor under the Ground Lease a right to terminate or cancel the Ground Lease, or (B) the Ground Leased Property shall be surrendered or the Ground Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever (except if in connection with such surrender or termination, Borrower acquires the fee estate from the applicable Ground Lessor in accordance with the terms hereof), or (C) any of the terms, covenants or conditions of the Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended in any material respect without the prior written consent of Lender in violation of the Loan Documents, unless in each case, the applicable Ground Leased Property is released in accordance with Section 2.5.2 on or prior to such termination or cancellation;

(xx)    if an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect; or

(xxi)    any failure of Borrower to pay the MDP Penalty Fee on or prior to the applicable MDP Deadline.

(b)    Upon the occurrence of an Event of Default and during the continuance (other than an Event of Default described in clauses (vi), (vii) or (viii) above) and at any time thereafter that such Event of Default is continuing, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to any or all of the Properties, including, without limitation, declaring the Debt to be immediately 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 any or all of the Properties, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii). or (viii) above, the Debt and Other Obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2    Remedies. (a)  Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to all or any part of any Individual Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, 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

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other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, but subject to Legal Requirements (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Properties and each Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b)    With respect to Borrower and the Properties, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to any Individual Property for the satisfaction of any of the Debt in any preference or priority to any other Individual Property, and Lender may seek satisfaction out of all of the Properties, or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Mortgages or Pledge Agreement in any manner and for any amounts secured by the Mortgages or Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Mortgages or Pledge Agreement to recover such delinquent payments or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Mortgages or Pledge Agreement to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgages and Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the remaining Properties and Individual Borrowers shall remain subject to the Mortgages and Pledge Agreement to secure payment of sums secured by the Mortgages and Pledge Agreement and not previously recovered.

(c)    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; provided, that (i) the aggregate principal amount of the Loan immediately following such severance shall equal the outstanding principal balance of the Loan immediately prior to such severance, (ii) the weighted average interest rate of the Loan immediately following such severance shall equal the weighted interest rate of the Loan immediately prior to such severance (for clarity, the weighted average interest rate may subsequently change due to (1) the application of funds during the continuance of an Event of Default, and (2) the application of Net Proceeds in connection with a mandatory prepayment as a result of a Condemnation or Casualty); and (iii) such Severed Loan Documents shall not materially adversely affect Borrower or any other Borrower Party or increase any of the obligations or decrease any of the rights of Borrower or such Borrower Party under the Loan Documents, other than by a de minimis amount. In connection with any such severance during the continuance of an Event of Default, Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents

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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 make and execute all documents necessary or desirable to effect the aforesaid severance during the continuance of an Event of Default, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any reasonable out-of-pocket costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date and the Funding Date.

(d)    As used in this Section 8.2, a “foreclosure” shall include, without limitation, any sale by power of sale to the extent permitted by Legal Requirements in the jurisdiction in which the Individual Property is located.

Section 8.3    Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

ARTICLE IX – SPECIAL PROVISIONS

Section 9.1    Loan Bifurcation.

9.1.1    Component Note; New Mezzanine Loan. (a)  Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.2 hereof), but subject the terms of this Section 9.1, Lender shall have the right, at any time and in its sole and absolute discretion, to require Borrower to execute and deliver new component notes (including senior, juniorand mezzanine notes) to replace the Note or modify the Note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, and which notes may have varying principal amounts, interest rates and economic terms and Lender shall have the right to allocate the Release Amounts or allocate the collateral securing the Loan among the various Note and new component notes in its sole discretion (including, without limitation, the right to create one or more mezzanine loans or securitize all or any portion of the Loan); provided that such

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component notes and such allocation of the collateral shall not modify (i) the weighted average interest rate payable under the Note (except that the weighted average interest rate may subsequently change due to (1) the application of funds following an Event of Default, and (2) the application of Net Proceeds in connection with a mandatory prepayment as a result of a Condemnation or Casualty), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan (including, but not limited to the amount and requirement to pay the Exit Fee), or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. In connection with the foregoing, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans to the extent requested by Lender. Subject to the terms of this Section 9.1, Borrower shall reasonably cooperate with all reasonable requests of Lender in order to establish the component notes, or any new mezzanine loan and shall execute and deliver, and cause to be executed and delivered, such documents as shall be reasonably required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender (including, without limitation, causing Guarantor to reaffirm the Guaranty, executing and delivering an amendment to any Mortgage to cause same to be two (2) or more separate substitute Mortgages in the aggregate principal amount of up to the total Loan amount, to reapportion the lien of the Mortgages among such separate substitute Mortgages, pari passu or otherwise, or the severance of other security documents, executing a pledge of the direct or indirect membership interests in Borrower in connection with any new mezzanine loan, and to amend Borrower’s organizational structure to provide for one or more mezzanine borrowers), provided that (I) modifications shall be made to this Agreement to account for the exercise of the rights under this Section 9.1 as determined by Lender in its reasonable discretion, including, but not limited to, (x) the inclusion of a requirement that any voluntary prepayments made by Borrower (not relating to a Casualty, Condemnation or otherwise made following an Event of Default) be applied pro rata as among any components of this Loan and any other loan created hereunder and (y) the new mezzanine loan is cross-defaulted with the Loan, (II) Borrower shall not be responsible for any additional mortgage recording taxes for any substitute security instruments required herein, (III) the loan documents for any new loan hereunder shall include the same protections with respect to recourse as are set forth in Section 9.3 and (IV) with respect to any new mezzanine loan or loan secured by the direct or indirect equity interests in Borrower, any Loan Documents to which Guarantor is a party shall be adjusted to relieve Guarantor from any obligations or liabilities in substantially the same circumstances as the initial Loan Documents in the event of the exercise of certain remedies under the Mezzanine Loan Documents. Borrower hereby further agrees, promptly after demand therefor from Lender, to cause opinions of counsel to Borrower in form and substance reasonably satisfactory to Lender with respect to such substitute notes, Mortgages, amendments and/or replacements to be delivered to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead, exercisable by Lender only following the occurrence and during the continuance of an Event of Default, to make and execute all documents necessary or desirable to establish the component notes as described in this Section 9.1.1, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) Business Days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power.

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(b)    All costs and expenses of Borrower and any of its Affiliates incurred in order to comply with Section 9.1 and Section 9.2 on or prior to the Funding Date shall be borne by Borrower. All costs and expenses of Borrower and any of its Affiliates incurred in order to comply with Section 9.1 and Section 9.2 after the Funding Date shall be borne by Lender (other than Borrower’s attorneys’ fees and expenses).

(c)    At the request of Lender, Borrower shall use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or purchasers of any direct or indirect interest in the Loan, or as may be required by Legal Requirements, provided that, in each case, such information is in Borrower’s possession or control or can be produced without undue burden or cost. Lender shall have the right to provide to prospective investors and/or purchaser any information in its possession, including, without limitation, financial statements relating to Borrower, Mezzanine Borrower, Guarantor, Manager, the Property and any Tenant, so long as Lender notifies such prospective investors and/or purchasers of the confidential nature thereof. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower and Guarantor, shall, at Lender’s request, at Borrower’s and Lender’s expense to the extent provided for in accordance with Section 9.1.1(b) above, reasonably cooperate with Lender’s efforts to arrange for a sale or participation of any direct or indirect interest in the Loan in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or purchasers. Borrower agrees to review, at Lender’s request in connection with any sale or participation of any direct or indirect interest in the Loan, any written materials used or provided to any prospective investors and/or purchasers, and shall confirm that the factual statements and representations contained in such sections and such other information in such materials (provided, in each case, solely to the extent such information was provided by or on behalf of Borrower and relates to the Property, Borrower, Mezzanine Borrower, Guarantor and/or any Affiliated Manager) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

(d)    Without limiting the other provisions of this Section 9.1, Borrower shall cause Guarantor to cooperate in all reasonable respects with Lender in its exercise of any of its rights pursuant to Sections 9.1 and/or 9.2; provided that Borrower shall only be required to cause Guarantor to provide the same information and documents relating to Guarantor (as updated to reflect any changes as of the date requested under this Section 9.1) that (a) were delivered to Lender in connection with the closing of the Loan, or (b) are required to be delivered to Lender under the Loan Documents. Lender shall be permitted to share such information with potential purchasers, participants or assignees of an interest in the Loan and any investment banking firms, accounting firms, law firms and other third-party advisors advising such Persons, in each case, so long as Lender notifies the same of the confidential nature thereof and, with respect to any

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potential purchasers, participants or assignees of an interest in the Loan, Lender has notified such Persons of the confidential nature thereof.

Section 9.2    Assignments and Participations; Securitization.

9.2.1    Assignments and Participations.

(a)    Lender, at each party’s expense to the extent provided for in accordance with Section 9.1.1(b), may Transfer to one or more Persons all or a portion of its rights and obligations under this Agreement and the other Loan Documents; provided, that, unless an Event of Default has occurred and is continuing, Lender may not Transfer (for clarity, other than in connection with a Securitization) to any Disqualified Persons during (i) the period commencing on the Funding Date and ending on the date that is twelve (12) months after the Funding Date or (ii) any MDP Compliance Period; provided, further, that the parties to each such assignment shall execute and deliver to Lender or its administrative agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Assumption, with (and subject to) the consent of Lender. Upon the consummation of any assignment pursuant to this Section 9.2, the transferor Lender and Borrower shall make appropriate arrangements so that, if required, a new Note or Notes are issued to the assignee. The assignee shall deliver to Borrower and Lender the applicable certification in accordance with Section 2.7. Subject to the provisions of Section 2.7, each Lender may transfer and carry its portion of the Loan at, to or for the account of any domestic or foreign branch office, subsidiary or affiliate of such Lender. For the avoidance of doubt, in no event shall consent of Borrower be required in connection with any transfer by any Lender so long as Lender complies with the limitations set forth in the first sentence of this Section 9.2.1.

(b)    Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Assumption, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of the assigning Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Assumption covering all or the remaining portion of Lender’s rights and obligations under this Agreement and the other Loan Documents, the assigning Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Assumption, except with respect to (A) any payments made by Borrower to Lender pursuant to the terms of the Loan Documents after the effective date of the Assignment and Assumption and (B) any letter of credit, cash deposit or other deposits or security (other than the Lien of the Mortgages and the other Loan Documents), if any, delivered to or for the benefit of or deposited with such assigning Lender, for which such assigning Lender shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Eligible Institution and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

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(c)    By executing and delivering an Assignment and Assumption, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ii) the assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under any Loan Documents or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (iv) such assignee will, independently and without reliance upon the assigning Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the assigning Lender to take such action as the assigning Lender on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the assigning Lender by the terms hereof together with such powers and discretion as are incidental thereto; and (vi) such assignee agrees that it will perform, in accordance with their terms, all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by the assigning Lender.

(d)    The initial Lender or its administrative agent (as a nonfiduciary agent of Borrower) shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of each Lender and the principal amounts (and stated interest) of the Loan owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. This Section 9.2.1(d) shall be construed so that the obligations under the Loan Documents are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (and any other relevant or successor provisions of the Code or such Treasury regulations). The Register shall be available for inspection by Borrower or any Lender pursuant to this Section 9.2 at any reasonable time and from time to time upon reasonable prior written notice.

(e)    Upon its receipt of an Assignment and Assumption executed by an assignee, together with any Note or Notes subject to such assignment, the initial Lender or its administrative agent shall (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register, and (iii) give prompt written notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower, at the

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assigning Lender’s own expense, shall execute and deliver to such assignee in exchange and substitution for the surrendered Note or Notes a new Note payable to such assignee in an amount equal to the portion of the Loan assigned to it and a new Note payable to assignor in an amount equal to the portion of the Loan retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate then outstanding principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the Note (modified, however, to the extent necessary so asnot to impose duplicative or increased obligations on Borrower). Costs and expenses associated with any of the foregoing shall be borne by the parties in accordance with Section 9.1.1(b).

(f)    Lender, at each party’s expense in accordance with Section 9.1.1(b), may sell participations to one or more Persons (other than Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Note held by it); provided, that, unless an Event of Default has occurred and is continuing, Lender may not sell participations to any Disqualified Persons during (i) the period commencing on the Funding Date and ending on the date that is twelve (12) months after the Funding Date or (ii) any MDP Compliance Period; provided, however, that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement and the other Loan Documents, and (iv) Borrower and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that each participant shall be entitled to the benefits of Section 2.7 (subject to the requirements and limitations therein, including the requirements under Section 2.7(e) (it being understood that the documentation required under Section 2.7(e) shall be delivered to the participating Lender)) and Section 2.2.3(g) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.2.1(a); provided that such participant shall not be entitled to receive any greater payment under Section 2.7 and Section 2.2.3(g), with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.2.4 with respect to any participant. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of Borrower, maintain at one of its offices in the United States a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury regulations. The entries in the Participant Register shall be

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conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(g)    Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.2, disclose to the assignee or participant or proposed assignee or participant, any information relating to Borrower furnished to such assignee by or on behalf of Borrower; provided, however, that, in connection with any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information received by it.

(h)    Notwithstanding any other provision set forth in this Agreement or any other Loan Document, any assignee pursuant to this Section 9.2 may at any time create a security interest in all or any portion of its rights under this Agreement or the other Loan Documents (including, without limitation, the amounts owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or in favor of any central bank in accordance with any comparable law, rule or regulation.

9.2.2    Securitization. (a)  Borrower acknowledges and agrees that Lender may, at each party’s expense to the extent provided for in accordance with Section 9.1.1(b), consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower acknowledges and agrees that Disqualified Persons may be holders or purchasers of Securities in connection with a Securitization.

(b)    At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization, provided such information is in its possession and can be produced without undue burden or cost. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, Guarantor, if any, the Properties and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Properties may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower shall, at Lender’s request, at Lender’s sole cost and expense (other than with respect to Borrower’s attorneys’ fees and expenses), cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower agrees to review, at Lender’s request in connection with the

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Securitization, the highlighted sections of the Disclosure Documents to the extent of the information that was provided by Borrower and relates to Borrower, Guarantor, and/or the Properties (the “Covered Disclosure Information”) and shall confirm that the factual statements and representations contained in such highlighted sections (to the extent of any Provided Information therein) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

(c)    Borrower agrees to make upon Lender’s written request, without limitation, all structural or other changes to the Loan (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, that in creating such new notes or modified notes or mezzanine notes Borrower shall not be required to modify (i) the weighted average interest rate payable under the Note (except that the weighted average interest rate may subsequently change due to (1) the application of funds following an Event of Default, and (2) the application of Net Proceeds in connection with a mandatory prepayment as a result of a Condemnation or Casualty), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan (including, but not limited to, the aggregate Exit Fee payable across all notes), or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. In connection with the foregoing, Borrower covenants and agrees to modify the Cash Management Agreement to reflect the newly created components and/or mezzanine loans to the extent requested by Lender.

(d)    If requested by Lender, Borrower shall provide Lender, promptly upon written request, with any financial statements, financial, statistical or operating information or other information as Lender shall determine necessary or appropriate (including items required (or items that would be required if the Securitization were offered publicly) pursuant to Regulation AB under the Securities Act, or the Exchange Act, or any amendment, modification or replacement thereto) or required by any other legal requirements, in each case, in connection with any private placement memorandum, prospectus or other disclosure documents or materials or any filing pursuant to the Exchange Act in connection with the Securitization or as shall otherwise be reasonably requested by Lender, provided, in each case, the same is in Borrower’s possession or control or can be produced without undue burden.

(e)    Intentionally Omitted.

(f)    Borrower agrees that at any time Lender shall have the unilateral right to elect to uncross any of the Properties (the “Affected Property”). In furtherance thereof, Lender shall have the right to (i) sever or divide the Note and the other Loan Documents in order to

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allocate to such Affected Property the Release Amount allocable to such Individual Property (the “Allocated Loan Amount”) evidenced by a new note and secured by such other loan documents (collectively, the “New Note”) having a principal amount equal to the Allocated Loan Amount, (ii) segregate the applicable portion of each of the Reserve Funds relating to the Affected Property, (iii) release any cross-default and/or cross-collateralization provisions applicable to such Affected Property and (iv) take such additional action consistent therewith; provided that such New Note secured by such Affected Property, together with the Loan Documents secured by the remaining Properties, shall not increase in the aggregate (A) any monetary obligation of Borrower under the Loan Documents (including, but not limited to, the initial weighted average as between the Note and the New Note), or (B) any other obligation of Borrower under the Loan Documents to more than a de minimis extent or decrease in the aggregate any rights of Borrower or any other Borrower Party under the Loan Documents, to more than a de minimis extent. In connection with the transfer of any such Affected Property as provided for in this Section 9.2.2(f), the Loan shall be reduced by an amount equal to amount of the New Note applicable to such Affected Property and the new loan secured by such Affected Property and evidenced by the New Note shall be in an amount equal to such Allocated Loan Amount. Subsequent to the release of the Affected Property from the lien of the Loan pursuant to this Section 9.2.2(f), the balances of the components of the Loan shall be the same as they would have been had a prepayment occurred in an amount equal to the Allocated Loan Amount of the Affected Property. At the request of Lender, Borrower shall otherwise reasonably cooperate with Lender and Lender in their attempt to satisfy all requirements necessary in order for Lender to obtain written confirmation from the Rating Agencies that such transfer of the Affected Property from the Securitization and splitting of the Loan shall not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof, which requirements shall include, without limitation: (A) delivery of evidence that the single purpose nature and bankruptcy remoteness of Individual Borrowers owning Individual Properties other than the Affected Property following such release have not been adversely affected and are in accordance with the terms and provisions of this Agreement (which evidence may include a “bring-down” of the Insolvency Opinion); and (B) the execution of such documents and instruments and delivery by Lender of such opinions of counsel as are typical for similar transactions, including, an opinion of counsel that the release of the Affected Property will not be a “significant modification” of this Loan within the meaning of Section 1.1001-3 of the regulations of the United States Department of the Treasury and that all other requirements applicable, if any, to a REMIC Trust, have been satisfied or have not otherwise been violated. Provided that no Event of Default shall have occurred and be continuing under the Loan Documents, Lender shall cause all reasonable costs and expenses incurred by Borrower in connection with this Section 9.2.2(f) (including, without limitation, any costs and expenses incurred by Borrower in connection with the transfer of the Affected Property to a Special Purpose Entity and the maintenance and operation of such Special Purpose Entity) to be paid by Lender.

(g)    Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act or the Exchange Act, or provided or made available to investors or prospective investors in the

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Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will reasonably cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects.

(h)    The Indemnifying Persons agree to provide, in connection with any Securitization, an indemnification agreement (A) certifying that (i) the Indemnifying Persons have carefully examined the Covered Disclosure Information and (ii) such Covered Disclosure Information and such Covered Disclosure Information does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) jointly and severally indemnifying Lender, any Affiliate of Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Securitization Indemnified Persons”), for any actual out-of-pocket losses, claims, damages, liabilities, costs or expenses including without limitation reasonable legal fees and expenses for enforcement of these obligations (but expressly excluding indirect, consequential and punitive damages of any kind, except to the extent of consequential and indirect damages owed by a Securitization Indemnified Person to an unaffiliated third party) (collectively, the “Liabilities”) to which any such Securitization Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse each Securitization Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. Notwithstanding the foregoing, Borrower shall have no responsibility under this Section 9.2.2(h) for (v) any untrue statements contained in any Covered Disclosure Information to which Borrower or its authorized representative have timely objected to in writing to Lender, (w) any failure by the preparer of any Disclosure Documents to incorporate or accurately reflect information provided or comments timely made by Borrower to the Covered Disclosure Information, (x) any information that Borrower was not requested to review, (y) any losses that are caused by the gross negligence, willful misconduct or fraud of any Securitization Indemnified Person, and (z) numbers which have been submitted by Borrower and adjusted by any Securitization Indemnified Person from those submitted by Borrower, to the extent of such adjustment. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification and reimbursement obligations provided for in clauses (B) and (C) above shall be effective, valid and binding obligations of the Indemnifying

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Persons, whether or not an indemnification agreement described in this Section 9.2.2(h) is provided.

(i)    In connection with Exchange Act Filings, the Indemnifying Persons jointly and severally agree to indemnify (i) the Securitization Indemnified Persons for Liabilities to which any such Securitization Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Securitization Indemnified Person for any legal or other expenses incurred by such Securitization Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities. Notwithstanding the foregoing, Borrower shall have no responsibility under this Section 9.2.2(i) for (v) any untrue statements contained in any Covered Disclosure Information to which Borrower or its authorized representative have timely objected to in writing to Lender, (w) any failure by the preparer of any Disclosure Documents to incorporate or accurately reflect information provided or comments timely made by Borrower to the Covered Disclosure Information, (x) any information that Borrower was not requested to review, (y) any losses that are caused by the gross negligence, willful misconduct or fraud of any Securitization Indemnified Person, and (z) numbers which have been submitted by Borrower and adjusted by any Securitization Indemnified Person from those submitted by Borrower, to the extent of such adjustment.

(j)    Promptly after receipt by a Securitization Indemnified Person of notice of any claim or the commencement of any action, the Securitization Indemnified Person shall, if a claim in respect thereof is to be made against any Securitization Indemnified Person, notify such Indemnifying Person in writing of the claim or the commencement of that action; provided, however, that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.2.2 except to the extent that it has been materially prejudiced by such failure and; provided, further, that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have to a Securitization Indemnified Person otherwise than under the provisions of this Section 9.2.2. If any such claim or action shall be brought against a Securitization Indemnified Person, and it shall notify any Indemnifying Person thereof, such Indemnifying Person shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Securitization Indemnified Person. After notice from any Indemnifying Person to the Securitization Indemnified Person of its election to assume the defense of such claim or action, such Indemnifying Person shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Securitization Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both an Indemnifying Person, on the one hand, and one or more Securitization Indemnified Persons on the other hand, and a Securitization Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Securitization Indemnified Persons that are different or in

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addition to those available to the Indemnifying Person, the Securitization Indemnified Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Securitization Indemnified Persons. The Securitization Indemnified Persons shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which the Indemnifying Person is required hereunder to indemnify such Securitization Indemnified Person. No Indemnifying Person shall be liable for the expenses of more than one (1) such separate counsel unless such Securitization Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Securitization Indemnified Person.

(k)    Without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), no Indemnifying Person shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Securitization Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless the Indemnifying Person shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of each Securitization Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as an Indemnifying Person has complied with its obligations to defend and indemnify hereunder, such Indemnifying Person shall not be liable for any settlement made by any Securitization Indemnified Person without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld or delayed).

(l)    The Indemnifying Persons agree that if any indemnification or reimbursement sought pursuant to this Section 9.2.2 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Securitization Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.2.2), then the Indemnifying Persons, on the one hand, and such Securitization Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to the Indemnifying Persons, on the one hand, and such Securitization Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of the Indemnifying Persons, on the one hand, and all Securitization Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.2, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) the Indemnifying Persons agree that in no event shall the amount to be contributed by the Securitization Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees actually received by the Securitization Indemnified Persons in connection with the closing of the Loan.

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(m)    The Indemnifying Persons agree that the indemnification, contribution and reimbursement obligations set forth in this Section 9.2.2 shall apply whether or not any Securitization Indemnified Person is a formal party to any lawsuits, claims or other proceedings. The Indemnifying Persons further agree that the Securitization Indemnified Persons are intended third-party beneficiaries under this Section 9.2.2.

(n)    The liabilities and obligations of the Securitization Indemnified Persons and the Indemnifying Persons under this Section 9.2.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

(o)    Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

9.2.3    Administrative Agent. Borrower acknowledges and agrees that Lender may appoint an administrative agent (“Administrative Agent”) to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by Lender, together with all such powers as are reasonably incidental thereto. Upon such appointment of an Administrative Agent, the following provisions shall apply.

(a)    The bank serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent. Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with Borrower or any subsidiary or Affiliate of Borrower as if it were not Administrative Agent hereunder.

(b)    The obligations of Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, Administrative Agent shall not be required to take any action with respect to any Default or Event of Default. Without limiting the generality of the foregoing, (a) Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Administrative Agent is required to exercise in writing as directed by the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in any co-lender agreement), and (c) except as expressly set forth herein, Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its subsidiaries or Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.

(c)    Administrative Agent may consult with legal counsel (which may be counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable to any Lender for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

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(d)    Neither Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Lenders or, where required by the terms of this Agreement, all of the Lenders, or (ii) in the absence of its own gross negligence or willful misconduct. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of Borrower; (iii) the satisfaction of any condition specified in Article II; (iv) the validity, effectiveness or genuineness of this Agreement, the other Loan Documents or any other instrument or writing furnished in connection herewith; or (v) the contents of any certificate, report or other document delivered hereunder or in connection herewith. Administrative Agent shall not incur any liability to any Lender by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a Lender wire, electronic mail or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to Administrative Agent by Borrower or a Lender. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.

(e)    Each Lender shall, ratably in accordance with its interest in the Loan, indemnify Administrative Agent, its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees hereunder.

(f)    Each Lender acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender, and based on such documents and information asit has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it shall, independently and without reliance upon Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.

(g)    The initial Administrative Agent may resign as the Administrative Agent by giving notice thereof to the Lenders and Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor agent whereupon (i) such successor agent shall succeed to and become vested with all the rights, powers and duties of the former Administrative Agent, (ii) the term “Administrative Agent” means such successor agent effective upon such appointment and approval, and (iii) the former Administrative Agent’s rights, powers and duties

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as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder first accruing or arising after the effective date of such retirement. If no successor Administrative Agent shall have been so appointed by the Lenders, and shall have accepted such appointment, within ten (10) days after the retiring Administrative Agent gives notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall collectively assume and perform all of the duties of Administrative Agent hereunder until such time as the Lenders shall, subject to the terms of any co-lender agreement entered into by and among the Lenders, appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. Borrower shall be responsible for any and all costs, fees and expenses payable in connection with any appointment of any successor Administrative Agent (including, without limitation, the negotiation, execution and delivery of any administrative agent services agreement or other related documentation) and all costs, fees and expenses payable to such successor Administrative Agent in connection with the performance of its obligations hereunder. After Administrative Agent’s resignation hereunder, the provisions of this Section 9.2.3 and Section 10.13 hereof shall continue in effect for the benefit of such retiring Administrative Agent and its respective Indemnified Persons in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

(h)    Administrative Agent shall deliver to each Lender a copy of any notice sent to Borrower by Administrative Agent in connection with the performance of its duties as Administrative Agent hereunder.

(i)    The provisions of this Section 9.2.3 are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have any rights to rely on, enforce or consent to any waiver, modification or amendment of, any of the provisions hereof; provided, however, that Borrower agrees that Administrative Agent’s inability to deliver any consent to, or approval of, an action requested by Borrower due lack of appropriate Lender consent shall not constitute an unreasonable withholding or delay by Administrative Agent in the giving of such consent or approval. Notwithstanding the foregoing, (y) Borrower shall be entitled to rely on consents and approvals executed by Administrative Agent without investigation as to the existence of proper authorization by the Lenders, and (z) so long as no Event of Default has occurred and is continuing and JPMorgan Chase Bank, N.A. and/or its Affiliates continue to hold at least 50% of the Loan, JPMorgan Chase Bank, N.A. or an Affiliate shall continue to serve as the Administrative Agent under the Loan Documents.

Section 9.3    Exculpation. (a)  Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Mortgages or the other Loan Documents by any

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action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Mortgages and the other Loan Documents, or in the Properties, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Properties, in the Rents and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Mortgages and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Mortgages or the other Loan Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under any of the Mortgages; (c) affect the validity or enforceability of or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of any assignment of leases contained in the Mortgages; (f) impair the enforcement of the Pledge Agreement or (g) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by each of the Mortgages or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against all of the Properties.

(b)    Nothing contained herein shall in any manner or way release, affect or impair the right of Lender to recover, and Borrower shall be fully and personally liable and subject to legal action, for any actual out-of-pocket loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs, but expressly excluding indirect, consequential and punitive damages of any kind, except to the extent of consequential and indirect damages owed by Lender to an unaffiliated third party) incurred or suffered by Lender arising out of or in connection with the following:

(i)    fraud or intentional material misrepresentation by any Individual Borrower or Guarantor in connection with origination or funding of the Loan;

(ii)    the gross negligence or willful misconduct of any Individual Borrower or Guarantor in connection with the Loan or any Property;

(iii)    physical waste of any Individual Property caused by the intentional acts of any Individual Borrower or Guarantor (except for physical waste caused by any omissions resulting from insufficient net cash flow from the Property or a failure or refusal of Lender to make cash flow from the Property available to Borrower to the extent Lender is required to make such disbursement under this Agreement);

(iv)    the removal or disposal of any portion of any Individual Property in contravention of the Loan Documents by or at the direction of Borrower or Guarantor during the continuance of an Event of Default;

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(v)    the misappropriation or conversion by any Individual Borrower or Guarantor in contravention of the Loan Documents of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Individual Property, (B) any Awards received in connection with a Condemnation of all or a portion of any Individual Property, (C) any Rents during the continuance of an Event of Default, or (D) any Rents paid more than one month in advance;

(vi)    Borrower’s failure to pay Taxes (other than those that are being contested in accordance with the terms of this Agreement); provided, that there shall be no liability under this clause (vi) if (A) available cash flow which Borrower actually receives is insufficient to pay such amounts or (B) there are sufficient funds in the Tax and Insurance Escrow Fund to pay such Taxes prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such Taxes and fails to make such payment in accordance with this Agreement;

(vii)    (1) Borrower’s failure to obtain and maintain the fully paid for Policies in accordance with and to the extent required by Section 6.1 hereof; provided, that there shall be no liability under this clause (vii) if (A) available cash flow which Borrower actually receives is insufficient to pay such amounts or (B) there are sufficient funds in the Tax and Insurance Escrow Fund to pay such insurance premiums prior to the date upon which such payment becomes delinquent and Lender is required to use such amounts for the payment of such insurance premiums and fails to make such payment in accordance with this Agreement or (2) the failure of the windstorm/named storm Policies maintained by Borrower to meet the requirements described in the Letter Agreement (Insurance);

(viii)    Borrower’s failure to pay charges for labor or materials or other charges or judgments that can create Liens on any portion of any Individual Property (other than those that are being contested in accordance with the terms of the Loan Documents), except to the extent of insufficient net cash flow from the Property or a failure or refusal of Lender to make a disbursement of any Reserve Funds available to Borrower to the extent Lender is required to make such disbursement under this Agreement;

(ix)    any security deposits, advance deposits or any other deposits collected with respect to any Individual Property which are not delivered to Lender by Borrower upon a foreclosure of any Individual Borrower or any Individual Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the commencement of such foreclosure or action in lieu thereof;

(x)    intentionally omitted;

(xi)    the 3900 Paramount Parkway HVAC Issue and any actions, suits or proceedings in connection therewith until such time as the same is settled, dismissed

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pursuant to a final non-appealable decision of a court of competent jurisdiction or otherwise resolved in favor of Borrower;

(xii)    a material breach of any representation set forth in Section 4.1.30 hereof that is not set forth in clause (c)(ii)(E) below (other than a failure to comply with the requirements set forth in clause (xii) and (xxiiii) of the definition of “Special Purpose Entity”);

(xiii)    for any Individual Property for which an updated Survey was not delivered to Lender in connection with this Agreement, any Liens, encumbrances or other matters which would have been disclosed in an updated Survey for such Individual Property that was not disclosed in the Title Insurance Policy for such Individual Property received by Lender prior to the Closing Date; provided, that prior to seeking any recovery pursuant to this clause (xiii) Lender shall first seek recovery under the applicable Title Insurance Policy for a period not to exceed six (6) months; provided, further, that (A) Borrower shall cooperate with Lender in making such claim and shall reimburse Lender for the reasonable out-of-pocket costs and expenses incurred by Lender in connection with seeking to recover such losses from such Title Insurance Policy, and (B) to the extent Borrower or Guarantor has paid or reimbursed Lender for any Losses under this clause (xiii) and Lender subsequently obtains recovery under the applicable Title Insurance Policy, Lender shall reimburse Borrower and/or Guarantor, as applicable, up to the amount of the Losses so paid or reimbursed);

(xiv)    any Transfer in violation of the Loan Documents and is not otherwise set forth in clause (c)(ii)(C)(2);

(xv)    any Individual Borrower fails to obtain Lender’s prior written consent to any secured Indebtedness or voluntary Lien encumbering the Properties (other than a Permitted Encumbrance), in each case, in violation of the Loan Documents; or

(xvi)    any material modification or voluntary termination of the Ground Lease, any PILOT Lease or any PILOT Lease Documents by the applicable Individual Borrower (other than in connection with the acquisition of fee title to the estate held by PILOT Lessor in accordance with Section 5.1.27(e) hereof) without Lender’s consent.

(c)    Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code or other applicable Insolvency Law to file a claim for the full amount of the Debt secured by the Mortgages or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (ii) the Debt shall be fully recourse to Borrower in the event of any of the following:

(A)    Borrower or any Borrower Party (1) files a voluntary petition, files any insolvency or reorganization case or proceeding, institutes proceedings to have such Borrower or Loan Party be adjudicated bankrupt or

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insolvent or otherwise seeks relief, in each case under the Bankruptcy Code or any other Insolvency Law; (2) (x) solicits or causes to be solicited petitioning creditors for, or (y) supports, colludes with respect to, consents to or otherwise acquiesces in, approves or joins in any involuntary petition filed against such Borrower or Loan Party by any other Person (other than Lender or Mezzanine Lender) under the Bankruptcy Code or any other Insolvency Law; (3) applies for, or otherwise commences any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Borrower or Loan Party or any portion of any Individual Property; or (4) admits, in writing (other than in correspondence with Lender in connection with a workout or restructuring of the Loan) or in any legal proceeding, such Borrower or Loan Party’s insolvency or general inability to pay its debts as they become due (except as may be required under subpoena or pursuant to any court required document); provided, however, that Borrower shall not have any liability under this clause (A) to the extent of any of the foregoing that is undertaken by or at the direction of Lender or Mezzanine Lender; or

(B)    any Transfer of all or any portion of fee title (or ground leasehold title) to any Individual Property or of a direct or indirect equity interest in any Restricted Party in violation of the Loan Documents;

(C)    if Guarantor, any Borrower or any Affiliate of the foregoing, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with the Guaranty, the Note, the Pledge Agreement, the Mortgage or any other Loan Document, raises a defense or seeks judicial intervention or injunctive or other equitable relief of any kind, or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan, in each case which are raised or asserted in bad faith or are frivolous as finally determined by a court of competent jurisdiction;

(D)    any Borrower Party, Guarantor or any Affiliate of any of them causes any of Holdco or TRS to amend or otherwise modify its organizational documents in order to amend or repeal its election to be governed by Article 8 of the UCC, or any termination or cancellation of the limited liability company membership certificate evidencing Pledgor’s one hundred percent (100%) ownership interest in Holdco or TRS, as delivered to Lender on the Closing Date in connection with the Pledge Agreement; or

(E)    if any Individual Borrower or other Borrower Party fails to maintain its status as a Special Purpose Entity or comply with any representation, warranty or covenant set forth in Section 4.1.30 hereof, in each case, that results in a substantive consolidation of any Borrower Party with any other Person in any bankruptcy proceeding involving or consolidating such Borrower Party, the Properties or any assets or liabilities of such Borrower Party (other than a failure

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to comply with the requirements set forth in clause (xii) and (xxiiii) of the definition of “Special Purpose Entity”).

(d)    Subject to and without impairing the obligations of Borrower hereunder or under the Loan Documents (including Sections 9.2 and 9.3 hereof) or the obligations of any the Guarantor under the Guaranty and the Environmental Indemnity, or any other Borrower Party under any Loan Document to which it is a party, no direct or indirect shareholder, partner, member, principal, affiliate, employee, officer, trustee, director, agent or other representative of Borrower and/or of any of his or its Affiliates (a “Related Party”) shall have any personal liability for, nor be joined as party to, any action with respect to payment, performance or discharge of any covenants, obligations, or undertakings of Borrower under this Agreement, and by acceptance hereof, Lender for itself and its successors and assigns irrevocably waives any and all right to sue for, seek or demand any such damages, money judgment, deficiency judgment or personal judgment against any Related Party under or by reason of or in connection with this Agreement or the other Loan Documents; provided that (a) any Related Party that is a party to any Loan Document or any other separate written guaranty, indemnity or other agreement given by such Related Party in connection with the Loan (including Borrower) shall remain fully liable therefor and the foregoing provisions shall not operate to limit or impair the liabilities and obligations of such Related Parties or the rights and remedies of Lender thereunder and (b) the foregoing provisions shall not constitute a waiver, release or impairment of any obligation evidenced or secured by the Loan Documents or otherwise affect the validity or enforceability of this Agreement and Lender’s rights and remedies against Borrower hereunder.

Section 9.4    Matters Concerning Manager. If (a) an Event of Default relating to the Individual Property to which a Management Agreement relates has occurred and remains uncured, or (b) Manager shall become subject to a Bankruptcy Action, Borrower shall, at the written request of Lender, terminate the Management Agreement and, at Borrower’s election, either self-manage or replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and agreed that the management fee for such Qualified Manager shall not exceed then prevailing market rates.

Section 9.5    Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement or the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer other than the Administration Fee required to be paid pursuant to Section 2.3.6. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service

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payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or out-of-pocket expenses paid by Servicer or trustee in respect of the protection and preservation of the Properties (including, without limitation, payments of Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer: (i) if the Loan or any portion of the Loan is subject to a Securitization, as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents or in connection with any Bankruptcy Action and which special servicing fees shall not exceed 0.25% per annum; (ii) if the Loan or any portion of the Loan is subject to a Securitization; (iii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, which liquidation fees shall not exceed 0.5% of any liquidation proceeds received on the Loan and which workout fees shall not exceed 0.5% of each collection of interest and principal received on the Loan; (iv) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); or (v) except as expressly set forth in this Agreement, any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, assumption or modification of the Loan.

Section 9.6    Recognition Agreement; Intercreditor Agreement. Borrower acknowledges and agrees that (i) the Intercreditor Agreement is intended solely for the benefit of the parties thereto, (ii) none of Borrower or any of its Affiliates is an intended third-party beneficiary of any of the provisions therein or entitled to rely on any of the provisions contained therein, and (iii) any Intercreditor Agreement may allow the Mezzanine Lender certain additional forbearances and accommodations not otherwise available to Borrower (including, among other things, additional time to cure defaults by Borrower and the right to purchase the Loan under certain circumstances) and that Borrower hereby waives any objection thereto. None of Lender or Mezzanine Lender shall have any obligation to disclose to Borrower the contents of any Intercreditor Agreement. Borrower’s and Guarantor’s obligations under this Agreement and the other Loan Documents are and will be independent of each Intercreditor Agreement and shall remain unmodified by the terms and provisions thereof. In connection with the exercise of its rights set forth in the Loan Documents or any Intercreditor Agreement, Lender shall have the right at any time to discuss the Property, the Mezzanine Loan, the Loan or any other matter relating to the Property, the Mezzanine Loan or the Loan directly with the Mezzanine Lender or any of their respective consultants, agents or representatives, without notice to or permission from Borrower or any Guarantor, and Lender shall have no obligation to disclose such discussions or the contents thereof with Borrower, Guarantor or WPC. Borrower hereby acknowledges and agrees that (A) the risks of Mezzanine Lender in making the Mezzanine Loan are different from the risks of Lender in making the Loan, (B) in determining whether to grant, deny, withhold or condition any requested consent or approval, or exercise any rights, Mezzanine

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Lender may reasonably reach different conclusions, and (C) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval, or exercise any rights, in accordance with the applicable standard set forth in the Loan Documents based on its exercise of judgment subject to such standard.

ARTICLE X – MISCELLANEOUS

Section 10.1    Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and permitted assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and permitted assigns of Lender.

Section 10.2    Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

Section 10.3    Governing Law. (A)  THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND OTHER LOAN DOCUMENTS AND OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE APPLICABLE COLLATERAL IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF

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SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF BORROWER AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)    ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EACH OF BORROWER AND LENDER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF BORROWER AND LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

Section 10.4    Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 10.5    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, or under the Note or under any other Loan Document, or 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 under this Agreement, the Note or 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.

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Section 10.6    Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, or electronically transmitted by email with hard copy delivered by hand or reputable overnight courier (unless waived by Lender as described below), addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 10.6. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), (c) on the next Business Day if sent by an overnight commercial courier and (d) if transmitted by email, (A) if such email was sent prior to 5 P.M. EST on a Business Day, then on the date such email was sent; provided that a hard copy of such email (and any and all attachments) is delivered by hand or reputable overnight courier on the immediately succeeding Business Day, or (y) if such email was sent on a day that is not a Business Day or after 5 P.M. EST on a Business Day, then on the Business Day immediately succeeding the date such email was sent; provided that a hard copy of such email (and any and all attachments) is delivered by hand or reputable overnight courier on the second Business Day immediately following the date on which such email was sent; provided, however, that by written notice to Borrower, Lender shall have the unilateral right at any time to waive the hard copy requirement with respect to all Notices sent via email, in each case addressed to the parties as follows:

If to Lender:    JPMorgan Chase Bank, N.A.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Simon B. Burce

Email: simon.burce@jpmchase.com

with a copy to:    JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 4th Floor

Brooklyn, New York 11245-0001

Attention: Nancy S. Alto

and

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention: Marco P. Caffuzzi; Frank J. Mangiatordi

Email:marco.caffuzzi@skadden.com; frank.mangiatordi@skadden.com

If to Borrower:    c/o W. P. Carey Inc.

One Manhattan West

395 9th Avenue, 58th Floor

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New York, New York 10001

Attention: Director, Asset Management

With a copy to:    W. P. Carey Inc.

One Manhattan West

395 9th Avenue, 58th Floor

New York, NY 10001

Attention: Legal Transactions Department

And to:        Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Michael J. Haas

Email: Michael.haas@lw.com

Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days written notice of such change to the other parties in accordance with the provisions of this Section 10.6. Notices shall be deemed to have been given on the date as set forth above, even if there is an inability to actually deliver any such Notice because of a changed address of which no Notice was given, or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer and Lender hereby acknowledges and agrees that Borrower shall be entitled to rely on any Notice given by Servicer as if it had been sent by Lender.

Section 10.7    Trial by Jury. EACH OF BORROWER AND LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF BORROWER AND LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY SUCH OTHER PARTY.

Section 10.8    Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9    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,

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such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10    Preferences. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, state or federal law, common law or equitable cause, then, 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 to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11    Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12    Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13    Expenses; Indemnity. Without duplication of any of the same amounts actually paid by Borrower under this Agreement or any other Loan Document, and except as set forth in Section 9.1.1(b), (a)  Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within ten (10) Business Days following receipt of written notice from Lender for all reasonable, out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) actually incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective 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, without limitation, confirming compliance with environmental and insurance

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requirements; (iii)  Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, to the extent the same is required in connection with any request by Borrower or Guarantor for any approvals, waivers, subordination and non-disturbance agreements, or similar agreements with respect to the Loan Documents, the Properties or Borrower; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and fees and expenses of counsel for providing to Lender all required legal opinions, and other similar reasonable out-of-pocket expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) 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, the Properties, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Properties (including, without limitation, but subject to Section 9.5, any fees and expenses incurred by or payable to Servicer or a trustee in connection with the transfer of the Loan to a special servicer upon Servicer’s anticipation of a Default or Event of Default, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrower’s defaults under the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or in connection with any Bankruptcy Action or any other amounts required under Section 9.5; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account or Cash Management Account, in accordance with the terms of the Lockbox Agreement, the Cash Management Agreement and this Agreement, as applicable.

(b)    Borrower shall indemnify, defend and hold harmless the Indemnified Persons from and against any and all other actual out-of-pocket liabilities, obligations, losses, damages (but expressly excluding any consequential, special, speculative, exemplary, or punitive damages, except to the extent that a party seeking indemnification of such amount has paid or is required to pay the same to a third party other than as a result of any Indemnified Party’s own willful misconduct, gross negligence, illegal acts or fraud), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Person shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Indemnified Person in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the

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proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to any Indemnified Person hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Person. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Person. This Section 10.13(b) shall not apply with respect to Section 2.7 Taxes other than any Section 2.7 Taxes that represent liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses or disbursements arising from any non-tax claim.

(c)    Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

(d)    Borrower shall jointly and severally indemnify the Lender and each of its respective officers, directors, partners, employees, representatives, agents and Affiliates against any liabilities to which Lender, each of its respective officers, directors, partners, employees, representatives, agents and Affiliates, may become subject in connection with any indemnification to the Rating Agencies in connection with issuing, monitoring or maintaining the Securities insofar as the liabilities arise out of or are based upon any untrue statement of any material fact in any information provided by or on behalf of Borrowers to the Rating Agencies (the “Covered Rating Agency Information”) or arise out of or are based upon the omission to state a material fact in the Covered Rating Agency Information required to be stated therein or necessary in order to make the statements in the Covered Rating Agency Information, in light of the circumstances under which they were made, not misleading.

Section 10.14    Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 10.15    Offsets, Counterclaims and Defenses. Any permitted assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

175

Section 10.16    No Joint Venture or Partnership; No Third-Party Beneficiaries. (a)  Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy in common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Properties other than that of mortgagee, beneficiary or lender.

(b)    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 and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of 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 10.17    Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan Chase Bank, National Association, or any of their Affiliates shall be subject to the prior written approval of Lender and JPMorgan Chase Bank, National Association, in their sole discretion. Notwithstanding anything to the contrary herein, the restrictions set forth herein shall not apply to any Person whose shares are publicly traded or its Affiliates’ disclosure of information that is required by applicable Legal Requirements, legal process, or regulation, and/or is required in connection with public filings or other public disclosures, including, without limitation, in connection with a quarterly earnings report, investor communication or presentation, earnings call or a press release in conjunction therewith.

Section 10.18    Cross Default; Cross Collateralization; Waiver of Marshalling of Assets. (a)  Borrower acknowledges that Lender has made the Loan to Borrower upon the security of its collective interest in the Properties and in reliance upon the aggregate of the Properties taken together being of greater value as collateral security than the sum of each Individual Property taken separately. Borrower agrees that the Mortgages are and will be cross-collateralized and cross-defaulted with each other so that (i) an Event of Default under any of the Mortgages shall constitute an Event of Default under each of the other Mortgages which secure the Note; (ii) an Event of Default under the Note or this Agreement shall constitute an Event of Default under each Mortgage; (iii) each Mortgage shall constitute security for the Note as if a single blanket lien were placed on all of the Properties as security for the Note; and (iv) such cross-collateralization shall in no event be deemed to constitute a fraudulent conveyance.

(b)    To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s

176

partners and others with interests in Borrower, and of the Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Mortgages, and agrees not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Properties for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Properties in preference to every other claimant whatsoever. In addition, Borrower, for itself and its successors and assigns, waives in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrower which would require the separate sale of the Properties or require Lender to exhaust its remedies against any Individual Property or any combination of the Properties before proceeding against any other Individual Property or combination of Properties; and further in the event of such foreclosure Borrower does hereby expressly consents to and authorizes, at the option of Lender, the foreclosure and sale either separately or together of any combination of the Properties.

Section 10.19    Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20    Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21    Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all actual out-of-pocket claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ reasonable out-of-pocket fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the

177

transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22    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, between Borrower and Lender are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23    Joint and Several Liability. If Borrower consists of more than one (1) Person the obligations and liabilities of each Person shall be joint and several.

Section 10.24    Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a)    the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice (but not more than four (4) times in any twelve (12) month period. In no event shall Borrower or its designated representative be under any obligation to follow or implement any advice or recommendations of the Lender or disclose any privileged or confidential information in connection with such consultations. The rights of the Lender provided in this Section 10.24 are expressly limited to consultation, and shall not include any other rights or obligations, including without limitation, any right or obligation to supervise or conduct any aspect of the Borrower’s business or operations;

(b)    the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice; and

the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive the monthly, quarterly and year end financial reports required to be delivered pursuant to the terms of Section 5.1.11. The rights described above in this Section 10.24 may be exercised by Lender on behalf of any entity which owns and Controls, directly or indirectly, substantially all of the interests in Lender.

Section 10.25    Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected 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 the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

178

(a)    the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)    the effects of any Bail-in Action on any such liability, including, if applicable:

(i)    a reduction in full or in part or cancellation of any such liability;

(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

Section 10.26    Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

RACO (AZ) LLC

FLOUR POWER (OH) LLC

DRUG (AZ) LLC

500 JEFFERSON TOWER (TX) LLC

ROOSEVELT BLVD NORTH (FL) LLC

AUTOPRO (GA) LLC

MORISEK HOFFMAN (IL) LLC

RRD (IL) LLC

WPC CROWN COLONY (MA) LLC

METAPLY (MI) LLC

HNGS AUTO (MI) LLC

MERCURY (MI) LLC

HM BENEFITS (MI) LLC

6000 NATHAN (MN) LLC

TRUTH (MN) LLC

HEALTH LANDLORD (MN) LLC

TELEGRAPH (MO) LLC

308 ROUTE 38 LLC

CALL LLC

SPRING FOREST ROAD (NC) LLC

VANDENBURG BLVD (PA) LLC

MEDI (PA) LLC

RUSH IT LLC

USO LANDLORD (TX) LLC

STONE OAK 17 (TX) LLC

JPCENTRE (TX) LLC

AIRLIQ (TX) LLC

601 JEFFERSON TOWER (TX) LLC

ICALL BTS (VA) LLC

OAK CREEK 17 INVESTOR (WI) LLC,

each a Delaware limited liability company

By:	/s/ Eric Rogers
	Name:	Eric Rogers
	Title:	Authorized Signatory

[Signatures continue on following page]

[Signature Page to Loan Agreement]

MORRISVILLE LANDLORD (NC) LP,
a Delaware limited partnership
By:	MORRISVILLE LANDLORD
	GP (NC) LLC,a Delaware limited
	liability company, its general
	partner
By:	/s/ Eric Rogers
	Name: Eric Rogers
	Title: Authorized Signatory
GRC-II (TX) LIMITED
PARTNERSHIP,
a Delaware limited partnership
	By: GRC-II (TX) LLC,
	a Delaware limited liability company,
	its general partner
By:	/s/ Eric Rogers
	Name: Eric Rogers
	Title: Authorized Signatory
DEVELOP (TX) LP,
a Delaware limited partnership
	By: POPCORN (TX) LLC, a Delaware
		limited liability company, its
		general partner
By:	/s/ Eric Rogers
	Name: Eric Rogers
	Title: Authorized Signatory

[Signatures continue on following page]

[Signature Page to Loan Agreement]

ADS2 (CA) LLC,
a Delaware limited partnership
By:	/s/ Eric Rogers
	Name: Eric Rogers
	Title: Authorized Signatory
	JPMORGAN CHASE BANK,
	NATIONAL ASSOCIATION
By:	/s/ Jessica Wong
	Name: Jessica Wong
	Title: Authorized Signatory

[Signature Page to Loan Agreement]

EXHIBIT A

BORROWER

1.    ADS2 (CA) LLC, a Delaware limited liability company (Organizational ID: 7673217)

2.    FLOUR POWER (OH) LLC, a Delaware limited liability company (Organizational ID: 6888309)

3.    Roosevelt Blvd North (FL) LLC, a Delaware limited liability company (Organizational ID: 7634556)

4.    GRC-II (TX) Limited Partnership, a Delaware limited partnership (Organizational ID: 3798892)

5.    Medi (PA) LLC, a Delaware limited liability company (Organizational ID: 3593495)

6.    308 Route 38 LLC, a Delaware limited liability company (Organizational ID: 2999976)

7.    Develop (TX) LP, a Delaware limited partnership (Organizational ID: 3288601)

8.    HM Benefits (MI) LLC, a Delaware limited liability company (Organizational ID: 3886040)

9.    Drug (AZ) LLC, a Delaware limited liability company (Organizational ID: 3287118)

10.    Metaply (MI) LLC, a Delaware limited liability company (Organizational ID: 4973184)

11.    WPC Crown Colony (MA) LLC, a Delaware limited liability company (Organizational ID: 5322028)

12.    Call LLC, a Delaware limited liability company (Organizational ID: 2896533)

13.    Telegraph (MO) LLC, a Delaware limited liability company (Organizational ID: 4261083)

14.    Spring Forest Road (NC) LLC, a Delaware limited liability company (Organizational ID: 7634584)

15.    Vandenburg Blvd (PA) LLC, a Delaware limited liability company (Organizational ID: 7634579)

16.    JPCENTRE (TX) LLC, a Delaware limited liability company (Organizational ID: 4782704)

17.    Rush IT LLC, a Delaware limited liability company (Organizational ID: 2863657)

18.    AIRLIQ (TX) LLC, a Delaware limited liability company (Organizational ID: 4908604)

19.    Health Landlord (MN) LLC, a Delaware limited liability company (Organizational ID: 5078816)

20.    HNGS AUTO (MI) LLC, a Delaware limited liability company (Organizational ID: 5402741)

21.    ICall BTS (VA) LLC, a Delaware limited liability company (Organizational ID: 4963088)

EXHIBIT A

22.    500 Jefferson Tower (TX) LLC, a Delaware limited liability company (Organizational ID: 5430475)

23.    601 Jefferson Tower (TX) LLC, a Delaware limited liability company (Organizational ID: 5232800)

24.    Morisek Hoffman (IL) LLC, a Delaware limited liability company (Organizational ID: 4752984)

25.    RRD (IL) LLC, a Delaware limited liability company (Organizational ID: 5208291)

26.    USO Landlord (TX) LLC, a Delaware limited liability company (Organizational ID: 4713324)

27.    RACO (AZ) LLC, a Delaware limited liability company (Organizational ID: 5443541)

28.    AUTOPRO (GA) LLC, a Delaware limited liability company (Organizational ID: 5452791)

29.    6000 Nathan (MN) LLC, a Delaware limited liability company (Organizational ID: 5629834)

30.    Stone Oak 17 (TX) LLC, a Delaware limited liability company (Organizational ID: 5639354)

31.    Oak Creek 17 Investor (WI) LLC, a Delaware limited liability company (Organizational ID: 6097216)

32.    Truth (MN) LLC, a Delaware limited liability company (Organizational ID: 6475867)

33.    Morrisville Landlord (NC) LP, a Delaware limited partnership (Organizational ID: 7230919)

34.    Mercury (MI) LLC, a Delaware limited liability company (Organizational ID: 7557508)

EXHIBIT A

EX-10.5

Exhibit 10.5

MEZZANINE LOAN AGREEMENT

Dated as of September 20, 2023

Between

NLO MEZZANINE BORROWER LLC,

as Borrower

and

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION,

as Lender

NLO Office Portfolio

TABLE OF CONTENTS

			Page
ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION			1
	Section 1.1	Definitions	1
	Section 1.2	Principles of Construction	32
	1.2.1	Action by Senior Borrower	33
ARTICLE II – GENERAL TERMS			33
	Section 2.1	Loan; Disbursement to Borrower	33
	2.1.1	Agreement to Lend and Borrow	33
	2.1.2	Single Disbursement to Borrower	34
	2.1.3	The Note, Pledge Agreement and Loan Documents	37
	2.1.4	Use of Proceeds	37
	Section 2.2	Interest Rate	37
	2.2.1	Interest Rate	37
	2.2.2	Interest Calculation	37
	2.2.3	Determination of Interest Rate	37
	2.2.4	Intentionally Omitted	38
	2.2.5	Default Rate	38
	2.2.6	Usury Savings	38
	2.2.7	Intentionally Omitted	38
	Section 2.3	Loan Payment	38
	2.3.1	Monthly Debt Service Payments	38
	2.3.2	Payments Generally	39
	2.3.3	Payment on Maturity Date	39
	2.3.4	Late Payment Charge	39
	2.3.5	Method and Place of Payment	39
	2.3.6	Administration Fee	40
	Section 2.4	Prepayments	40
	2.4.1	Voluntary Prepayments	40
	2.4.2	Mandatory Prepayments	40
	2.4.3	Prepayments After Default	41
	2.4.4	Exit Fee	41
	Section 2.5	Release of Collateral	41
	2.5.1	Release of Collateral Upon Payment in Full	41
	Section 2.6	Cash Management	42
	Section 2.7	Withholding Taxes	43
	Section 2.8	Intentionally Omitted	46
ARTICLE III – INTENTIONALLY OMITTED			46

v

ARTICLE IV – REPRESENTATIONS AND WARRANTIES			46
	Section 4.1	Borrower Representations	46
	4.1.1	Organization	46
	4.1.2	Proceedings	47
	4.1.3	No Conflicts	47
	4.1.4	Litigation	47
	4.1.5	Agreements	47
	4.1.6	Title	48
	4.1.7	Solvency	48
	4.1.8	Full and Accurate Disclosure	49
	4.1.9	ERISA	49
	4.1.10	Compliance	50
	4.1.11	Financial Information	50
	4.1.12	Condemnation	51
	4.1.13	Federal Reserve Regulations	51
	4.1.14	Utilities and Public Access	51
	4.1.15	Not a Foreign Person	51
	4.1.16	Separate Lots	51
	4.1.17	Assessments	51
	4.1.18	Enforceability	51
	4.1.19	No Prior Assignment	52
	4.1.20	Insurance	52
	4.1.21	Use of Property	52
	4.1.22	Certificate of Occupancy; Licenses	52
	4.1.23	Flood Zone	52
	4.1.24	Physical Condition	52
	4.1.25	Boundaries	53
	4.1.26	Leases	53
	4.1.27	Intentionally Omitted	54
	4.1.28	Inventory	54
	4.1.29	Filing and Recording Taxes	54
	4.1.30	Special Purpose Entity/Separateness	54
	4.1.31	Management Agreement	55
	4.1.32	Illegal Activity	55
	4.1.33	No Change in Facts or Circumstances; Disclosure	55
	4.1.34	Investment Company Act	56
	4.1.35	Embargoed Person	56
	4.1.36	Principal Place of Business; State of Organization	56
	4.1.37	Intentionally Omitted	56
	4.1.38	Intentionally Omitted	56

v

	4.1.39	Taxes	57
	4.1.40	Anti-Corruption	57
	4.1.41	Intentionally Omitted	57
	4.1.42	Intentionally Omitted	57
	4.1.43	REA	57
	4.1.44	Senior Loan	57
	4.1.45	Pledged Collateral	58
	Section 4.2	Survival of Representations	58
ARTICLE V – BORROWER COVENANTS			58
	Section 5.1	Affirmative Covenants	58
	5.1.1	Existence; Compliance with Legal Requirements	59
	5.1.2	Taxes and Other Charges	60
	5.1.3	Litigation	61
	5.1.4	Access to the Properties	61
	5.1.5	Notice of Default	61
	5.1.6	Cooperate in Legal Proceedings	61
	5.1.7	Intentionally Omitted	61
	5.1.8	Intentionally Omitted	61
	5.1.9	Further Assurances	61
	5.1.10	Principal Place of Business, State of Organization	62
	5.1.11	Financial Reporting	62
	5.1.12	Business and Operations	65
	5.1.13	Title to the Collateral Properties	65
	5.1.14	Costs of Enforcement	66
	5.1.15	Estoppel Statement	66
	5.1.16	Loan Proceeds	67
	5.1.17	Intentionally Omitted	67
	5.1.18	Intentionally Omitted	67
	5.1.19	Intentionally Omitted	67
	5.1.20	Leasing Matters	67
	5.1.21	Alterations	68
	5.1.22	Operation of Property	68
	5.1.23	Embargoed Person	69
	5.1.24	Intentionally Omitted	69
	5.1.25	Taxes	69
	5.1.26	Ground Leases	70
	5.1.27	Intentionally Omitted	73
	5.1.28	REA	73
	Section 5.2	Negative Covenants	73
	5.2.1	Operation of Property	74

v

	5.2.2	Liens	74
	5.2.3	Dissolution	74
	5.2.4	Change In Business	74
	5.2.5	Debt Cancellation	74
	5.2.6	Zoning	75
	5.2.7	No Joint Assessment	75
	5.2.8	Advisory Agreement	75
	5.2.9	ERISA	75
	5.2.10	Transfers	76
	5.2.11	Ground Lease	78
	5.2.12	PILOT Leases; PILOT Lease Documents	79
ARTICLE VI – INSURANCE; CASUALTY; CONDEMNATION			80
	Section 6.1	Ratification	80
	Section 6.2	Casualty	81
	Section 6.3	Condemnation	81
ARTICLE VII – INTENTIONALLY OMITTED			81
ARTICLE VIII – DEFAULTS			82
	Section 8.1	Event of Default	82
	Section 8.2	Remedies	86
	Section 8.3	Remedies Cumulative; Waivers	88
ARTICLE IX – SPECIAL PROVISIONS			88
	Section 9.1	Loan Bifurcation	88
	9.1.1	Component Note	88
	Section 9.2	Assignments and Participations; Securitization	90
	9.2.1	Assignments and Participations	90
	9.2.2	Securitization	94
	9.2.3	Administrative Agent	99
	Section 9.3	Exculpation	101
	Section 9.4	Matters Concerning Manager	106
	Section 9.5	Servicer	107
	Section 9.6	Senior Loan; Intercreditor Agreement	107
ARTICLE X – MISCELLANEOUS			109
	Section 10.1	Survival	109
	Section 10.2	Lender’s Discretion	109
	Section 10.3	Governing Law	110
	Section 10.4	Modification, Waiver in Writing	110

v

Section 10.5	Delay Not a Waiver	111
Section 10.6	Notices	111
Section 10.7	Trial by Jury	112
Section 10.8	Headings	113
Section 10.9	Severability	113
Section 10.10	Preferences	113
Section 10.11	Waiver of Notice	113
Section 10.12	Remedies of Borrower	113
Section 10.13	Expenses; Indemnity	113
Section 10.14	Schedules Incorporated	115
Section 10.15	Offsets, Counterclaims and Defenses	116
Section 10.16	No Joint Venture or Partnership; No Third-Party Beneficiaries	116
Section 10.17	Publicity	116
Section 10.18	Waiver of Marshalling of Assets	116
Section 10.19	Waiver of Counterclaim	117
Section 10.20	Conflict; Construction of Documents; Reliance	117
Section 10.21	Brokers and Financial Advisors	117
Section 10.22	Prior Agreements	117
Section 10.23	Joint and Several Liability	117
Section 10.24	Certain Additional Rights of Lender (VCOC)	118
Section 10.25	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	118
Section 10.26	Counterparts; Electronic Signatures	119

v

SCHEDULES AND EXHIBITS

Schedule 1.1(a)	—	Release Amounts
Schedule 2.1.2(b)-A	—	Post-Closing Requirements
Schedule 2.1.2(b)-B	—	Post-Closing Items
Schedule 4.1.1	—	Organizational Chart of Borrower
Schedule 4.1.4	—	Tax Contests
Schedule 4.1.5	—	Material Financial Obligations
Schedule 4.1.20	—	Insurance Claims
Schedule 4.1.26-A	—	Rent Roll
Schedule 4.1.26-B	—	Unfunded Obligations
Schedule 4.1.26-C	—	Tenant Options
Schedule 4.1.31	—	Managers
Schedule 4.1.42	—	PILOT Leases
Schedule 4.1.43	—	REAs
Schedule 5.1.11(c)	—	Monthly Sales Report
Schedule 9.2	—	Disqualified Persons
Exhibit A	—	Senior Borrower
Exhibit B-1 – B-4	—	Tax Compliance Certificates

v

MEZZANINE LOAN AGREEMENT

THIS MEZZANINE LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 20, 2023 (the “Closing Date”), between JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, having an address at 383 Madison Avenue, New York, New York 10179 (together with its successors and/or permitted assigns, “Lender”) and NLO MEZZANINE BORROWER LLC, a Delaware limited liability company, having its principal place of business at c/o W. P. Carey Inc., One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001 (“Borrower”).

W I T N E S S E T H:

WHEREAS, Borrower is the indirect holder and owner of 100% of the limited liability company interest in the entities identified on Exhibit A attached hereto (each, an “Individual Senior Borrower” and collectively, “Senior Borrower”);

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender; and

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

ARTICLE I – DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“3900 Paramount Parkway HVAC Issue” shall mean the alleged failure of the HVAC system at the property located at 3900 Paramount Parkway, Morrisville, NC 27560, which may require the following repairs (collectively, along with any other repairs or replacements required to resolve the PPD Dispute, the “PPD HVAC Repairs”): (i) compressor replacement, (ii) replacement and/or repair, as appropriate, of various leaking circuits, (iii) replacement of schrader valves, and (iv) repair of fan motors, as described in (a) that certain default notice, dated March 22, 2022, delivered by the tenant, PPD Development, L.P. (“PPD”), to the landlord, Morrisville Landlord (NC) LP, and (b) that certain notice, dated August 11, 2022, delivered by the landlord, Morrisville Landlord (NC) LP, to the former owner of the property located at 3900 Paramount Parkway, Morrisville, NC 27560, RT Research Triangle LP.

“Account Collateral” shall have the meaning set forth in Section 2.6 hereof.

“Additional Insolvency Opinion” shall mean a non-consolidation opinion letter delivered in connection with the Loan subsequent to the Closing Date reasonably satisfactory in form and substance to Lender, and delivered by Reed Smith LLP or counsel otherwise reasonably satisfactory to Lender.

“Adjusted Release Amount” shall have the meaning set forth in the Senior Loan Agreement.

“Administration Fee” shall have the meaning set forth in Section 2.3.6 hereof.

“Administrative Agent” shall have the meaning set forth in Section 9.2.3 hereof.

“Advisory Agreement” shall mean that certain Advisory Agreement, dated on or about the Funding Date, between an Affiliate of WPC and Guarantor, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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

“Affiliate” shall mean, as to any Person, any other Person that (a) directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person, (b) is a director or officer of such Person, or (c) is a director or officer of a Person that Controls such Person.

“Affiliated Manager” shall mean any Manager that is controlled, directly or indirectly, by Guarantor.

“Affiliated Tenant” shall mean any Tenant that is controlled, directly or indirectly, by Guarantor.

“Annual Budget” shall mean the operating budget, including all planned Capital Expenditures, for the Properties prepared by or on behalf of Senior Borrower in accordance with Section 5.1.11(d) of the Senior Loan Agreement for the applicable Fiscal Year or other period.

“Anti-Corruption Obligation” shall have the meaning set forth in Section 4.1.40 hereof.

“Anti-Money Laundering Laws” shall mean any laws relating to money laundering or terrorist financing, including, without limitation, (A) the criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, and (E) the Patriot Act.

“Approved Annual Budget” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee in accordance with Section 9.2, and in substantially the form

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customarily used by Lender in connection with the participation or syndication of mortgage loans at the time of such assignment.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any portion of the Property.

“Bail-in Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-in Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Action” shall mean with respect to any Person (a) such Person filing a voluntary petition, filing any insolvency or reorganization case or proceeding, instituting proceedings to have such Person be adjudicated bankrupt or insolvent or otherwise seeking relief, in each case under the Bankruptcy Code or any other Insolvency Law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Insolvency Law); (c) such Person (x) soliciting or causing to be solicited petitioning creditors for, or (y) supporting, colluding with respect to, consenting to or otherwise acquiescing in, approving or joining in any involuntary petition filed against it by any other Person under the Bankruptcy Code or any Insolvency Law; (d) the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Person or any portion of Collateral); (e) any Person applies for, or otherwise commences any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Person or any portion of the Collateral; (f) the commencement of any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against any portion of the Collateral); (g) such Person making an assignment for the benefit of creditors; or (h) such Person admitting, in writing (other than in correspondence with Lender in connection with a workout or restructuring of the Loan) or in any legal proceeding, its insolvency or its general inability to pay its debts as they become due (except as may be required under subpoena or pursuant to any court required document).

“Bankruptcy Code” shall mean Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated or governing proceedings thereunder.

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“BCBS Borrower” shall Health Landlord (MN), LLC, a Delaware limited liability company.

“BCBS Lease Modifications” shall mean any amendments, extensions and/or terminations by BCBS Borrower of certain Leases with BCBSM, Inc., as described in that certain Letter of Intent, dated as of August 17, 2023 (the “BCBS LOI”).

“Borrower” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns.

“Borrower Common Equity Interests” shall mean the class of common equity interests in the Borrower held by Member or any of its Affiliates.

“Borrower Party”and “Borrower Parties” shall mean each of Borrower, Member, Senior Borrower, Principal, Pledgor, Holdco, TRS and any Subsidiary REIT.

“Borrower Preferred Interests” shall mean any class of equity interests in the Borrower for which dividend rights or rights on liquidation, dissolution or winding up rank senior to, or have any other rights in preference of, the Borrower Common Equity Interests; provided, however, that any Borrower Preferred Interests do not exceed 125 preferred equity interests with an aggregate liquidation preference of approximately $125,000, subject to certain increases for the redemption of such interests within two years of their issuance.

“Business Day” shall mean any day other than a Saturday, Sunday or any other day on which national banks in New York, New York, or the place of business of any Servicer or the financial institution that maintains any collection account for or on behalf of any Servicer or any Reserve Funds or the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business.

“Capital Expenditures” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash Management Account” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Cash Management Agreement” shall mean that certain Cash Management Agreement, dated as of the Funding Date, by and between Holdco and Cash Management Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Cash Management Bank” shall mean JPMorgan Chase Bank Funding Inc., or any successor Eligible Institution acting as Cash Management Bank under the Cash Management Agreement.

“Casualty” shall have the meaning set forth in Section 6.2 hereof.

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“Cause” shall mean, with respect to an Independent Director, (a) acts or omissions by such Independent Director that constitute systematic and persistent or willful disregard, or bad faith or gross negligence, of such Independent Director’s duties, (b) such Independent Director has engaged in, been indicted or convicted for fraud or other acts constituting any crime or crimes of moral turpitude or dishonesty or for any violation of any Legal Requirements, (c) such Independent Director no longer satisfies the requirements set forth in the definition of “Independent Director,” (d) 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”, (e) such Independent Director is unable to perform his or her duties due to death, disability or incapacity or (f) any other reason for which the prior written consent of Lender shall have been obtained.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, (c) adjustments to the Regulation D reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other scheduled changes in reserve requirements) announced by the Board of Governors of the Federal Reserve, or (d) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in the case of both clauses (i) and (ii) be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued (regardless of whether currently in force and effect).

“Change of Control Event” shall mean the assumption of Control of Borrower by Lender in accordance with the provisions applicable to an Event of Default hereunder and under the other Loan Documents.

“Closing Date” shall have the meaning set forth in the introductory paragraph hereto.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as it may be further amended from time to time, and any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” means all collateral in which Lender is granted a security interest pursuant to the Loan Documents to secure the Obligations, including the Pledged Collateral and the REIT / TRS Pledged Collateral.

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“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of any Individual Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting such Individual Property or any part thereof.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Section 2.7 Taxes or branch profits Section 2.7 Taxes.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise; provided that (x) a Person shall not be deemed to lack Control even though certain decisions may be subject to customary “major decision” consent or approval rights in favor of another Person, and (y) a Person shall not be deemed to have Control even though such Person retains certain customary “major decision” consent or approval rights over another Person. “Controlled” and “Controlling” shall have correlative meanings.

“Corporate Entities”shall mean each of Borrower, the Subsidiary REIT, any TRS Subsidiary and any other Subsidiary of Borrower classified as a corporation for U.S. federal income tax purposes (but excluding any QRS).

“Covered Disclosure Information” shall have the meaning set forth in Section 9.2.2(b) hereof.

“Covered Rating Agency Information” shall have the meaning set forth in Section 10.13(d) hereof.

“CTB Effective Date” shall have the meaning set forth in Section 2.1.2(s) hereof.

“CTB Election” shall have the meaning set forth in Section 2.1.2(s) hereof.

“Current Interest” shall mean the interest due and payable on a monthly basis at the Current Interest Rate pursuant to Section 2.2 of this Agreement.

“Current Interest Rate” shall mean ten percent (10%) per annum.

“Debt” shall mean the outstanding principal amount set forth in, and evidenced by, this Agreement and the Note together with all interest accrued and unpaid thereon (including, without limitation, the PIK Accrued Amount) and all other sums (including, but not limited to, the Ticking Fee, the Administration Fee and the Exit Fee (if any)) due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, the scheduled Current Interest payments due under this Agreement and the Note.

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“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (a) the Maximum Legal Rate or (b) three percent (3%) above the Interest Rate.

“Disclosure Documents” shall mean, collectively, any written materials used or provided to any prospective investors and/or the Rating Agencies in connection with any public offering or private placement in connection with a Securitization (including, without limitation, a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents, marketing materials or information provided to prospective investors), in each case in preliminary or final form and including any amendments, supplements, exhibits, annexes and other attachments thereto.

“Disqualified Persons” means, individually and/or collectively, as the context may require, all private or publicly traded net lease REITs and private sponsors focused on net leases or office investments and their Affiliates, including without limitation, each Person (including each such Person’s respective Affiliates) listed on Schedule 9.2 of this Agreement, but excluding, with respect to private sponsors, such Persons effectuating a credit fund strategy and GIC (Realty) Private Limited and its Affiliates.

“Distributable Loan Proceeds” shall mean the amounts payable to WPC pursuant to clause (e)(i) of Section 2.1.4 of this Agreement and clause (e)(i) of Section 2.1.4 of the Senior Loan Agreement.

“Distribution” shall mean a distribution of the common shares of SpinCo Trust by WPC to its shareholders.

“Division” shall mean, as to any Person, such Person dividing and/or otherwise engaging in and/or becoming subject to, in each case, any division pursuant to, or as permitted by, §18-217 of the Delaware Limited Liability Company Act.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway

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“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Institution” shall mean either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P and “P-1” by Moody’s in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of letters of credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A+” by S&P and “Aa3” by Moody’s), or (b) each of JPMorgan Chase Bank, National Association and JPMorgan Chase Funding Inc.

“Embargoed Person” shall mean any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act (including the anti terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder including those related to Specially Designated Nationals and Specially Designated Global Terrorists, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan made by the Lender is in violation of law.

“Environmental Indemnity” shall mean that certain Mezzanine Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any Person that for purposes of Title IV of ERISA is a member of any Borrower Party’s or Guarantor’s controlled group or under common control with any Borrower Party or Guarantor, within the meaning of Section 414 of the Code.

“ERISA Event” shall mean shall mean (a) the occurrence with respect to a Plan of a reportable event, within the meaning of Section 4043 of ERISA, unless the 30-day notice requirement with respect thereto has been waived by the Pension Benefit Guaranty Corporation (or any successor) (“PBGC”); (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of Borrower, Guarantor, or any ERISA Affiliates in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by Borrower, Guarantor, or any ERISA Affiliates

8

from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions set forth in Section 430(e) of the Internal Revenue Code or Section 303(k)(1)(A) and (B) of ERISA to the creation of a lien upon property or assets or rights to property or assets of Borrower, Guarantor, or any ERISA Affiliates for failure to make a required payment to a Plan are satisfied; (g) the termination of, or filing of a notice of termination with respect to, a Plan by the Borrower, Guarantor or any ERISA Affiliate, or by the PBGC pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan; (h) any failure by any Plan to satisfy the minimum funding standards, within the meaning of Sections 412 or 430 of the Internal Revenue Code or Section 302 of ERISA, whether or not waived; (i) the determination that any Plan is or is expected to be in “at-risk” status, within the meaning of Section 430 of the Internal Revenue Code or Section 303 of ERISA or (j) the receipt by Borrower, Guarantor, or any ERISA Affiliate of any notice concerning the imposition of liability with respect to the withdrawal or partial withdrawal from a Multiemployer Plan or a determination that a Multiemployer Plan is, or is expected to be “insolvent” (within the meaning of Section 4245 of ERISA) or in “endangered” or “critical status” (within the meaning of Section 432 of the Internal Revenue Code or Section 305 of ERISA).

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” shall have the meaning set forth in Section 8.1(a) hereof.

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

“Excluded Taxes” shall mean any of the following Section 2.7 Taxes imposed on or with respect to Lender or required to be withheld or deducted from a payment to Lender: (a) Section 2.7 Taxes imposed on or measured by net income (however denominated), franchise Section 2.7 Taxes, and branch profits Section 2.7 Taxes, in each case, (i) imposed as a result of Lender being organized under the laws of, or having its principal office or its applicable lending office located in, the jurisdiction imposing such Section 2.7 Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) U.S. federal withholding Section 2.7 Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.7, amounts with respect to such Section 2.7 Taxes were payable either to such Lender’s assignor or participating Lender immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Section 2.7 Taxes attributable to such Lender’s failure to comply with Section 2.7(e) and (d) any withholding Section 2.7 Taxes imposed under FATCA.

“Exit Fee” shall mean, subject to Section 2.4.4, an amount equal to one percent (1.00%) of the amount of the Loan that is being repaid, in each case, due and payable from time

9

to time upon the earlier to occur of repayment or prepayment of all or any portion of the Loan in accordance with the terms of this Agreement or when due (including on the Maturity Date).

“Extraordinary Expense” shall have the meaning set forth in Section 5.1.11(e) hereof.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(i) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the foregoing.

“Fiscal Year” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fiscal Quarter” means each calendar quarter ending March 31, June 30, September 30 and December 31.

“Fitch” shall mean Fitch, Inc.

“Fixtures” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Foreign Lender” shall mean a Lender that is not a U.S. Person.

“Foreign Plan” shall mean each “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or arrangement that is not subject to U.S. law and is maintained or contributed to by Borrower or Guarantor or pursuant to which Borrower or Guarantor could have any liability.

“Funding Conditions” shall have the meaning set forth in Section 2.1.2 hereof.

“Funding Date” shall mean the date of the funding of the Loan in accordance with Section 2.1.2 hereof.

“G&A Direct Fee” shall mean the amounts to be paid by or on behalf of Guarantor or the Loan Parties pursuant to the Advisory Agreement for certain general and administrative expenses incurred by such Persons.

“G&A Fee Reimbursement” shall mean the amount to be paid to the applicable Affiliate of WPC pursuant to the Advisory Agreement as a reimbursement for certain general and administrative expenses, including the Administrative Reimbursement (as defined in the Advisory Agreement).

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“G&A Fees” shall mean, collectively, (i) the G&A Direct Fee and (ii) the G&A Fee Reimbursement.

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

“Governmental Authority” shall mean any court, board, agency, commission, office or other authority of any nature whatsoever for any governmental unit (foreign, federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Gross Rents” shall mean an amount equal to annual rental income reflected in a current rent roll for all Tenants paying rent, open for business and in actual physical occupancy of their respective space demised pursuant to Leases which are in full force and effect.

“Ground Lease” shall mean that certain Indenture of Lease, dated as of April 10, 1958 between Ground Lease Senior Borrower, as successor-in-interest to the initial lessor thereunder,  and Ground Lessor, as successor-in-interest to the initial ground lessor thereunder, as modified by that certain Estoppel Certificate, dated as of September 7, 2023, as the same may be further amended, restated, replaced or otherwise modified from time to time.

“Ground Lease Senior Borrower” shall mean 601 Jefferson Tower (TX) LLC, a Delaware limited liability company.

“Ground Leased Property” shall mean that certain Individual Property demised by a Ground Lease.

“Ground Lessor” shall mean the lessor under the Ground Lease.

“Guarantor” or “SpinCo Trust” shall mean Net Lease Office Properties, a Maryland real estate investment trust.

“Guaranty” shall mean that certain Mezzanine Guaranty Agreement, dated as of the date hereof, executed and delivered by Guarantor in connection with the Loan to and for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Hazardous Substances” shall have the meaning set forth in the Environmental Indemnity.

“Holdco” shall mean NLO Holding Company LLC, a Delaware limited liability company.

“Improvements” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Incorporation Actions” shall have the meaning set forth in Section 2.1.2(t) hereof.

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“Indebtedness” of a Person, at a particular date, shall mean the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt or preferred equity); (b) obligations of such Person evidenced by bonds, debentures, notes, or other similar instruments; (c) indebtedness of such Person for the deferred purchase price of property or services (including trade obligations); (d) obligations of such Person under letters of credit; (e) obligations of such Person under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations of such Person to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; (g) obligations of such Person under PACE Loans and (h) obligations of such Person secured by any Liens, whether or not the obligations have been assumed (other than the Permitted Encumbrances).

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“Indemnified Persons” shall have the meaning set forth in Section 9.1.1(e).

“Indemnified Taxes” shall mean (a) Section 2.7 Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnifying Person” shall mean each of Borrower and Guarantor.

“Independent Director” shall mean an individual who has prior experience as an independent director, independent manager or independent member with at least three years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Independent Directors, another nationally recognized company reasonably approved by Lender, in each case that is not an Affiliate of Borrower and that provides professional Independent Directors and other corporate services in the ordinary course of its business, and which individual is duly appointed as an Independent Director and is not, and has never been, and will not while serving as Independent Director be, any of the following:

(a)a member, partner, equityholder, manager, director, officer or employee of Borrower or any of its equityholders or Affiliates (other than as an Independent Director of Borrower, Senior Borrower or an Affiliate of Borrower that does not own a direct or indirect ownership interest in Borrower or Senior Borrower and that is required by a creditor to be a single purpose bankruptcy remote entity;provided that such Independent Director is employed by a company that routinely provides professional Independent Directors or managers in the ordinary course of its business);

(b)a creditor, supplier or service provider (including provider of professional services) to Borrower or any of its equityholders or Affiliates (other than a

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nationally recognized company that routinely provides professional Independent Directors and other corporate services to Borrower or any of its Affiliates in the ordinary course of its business);

(c)a family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or

(d)a Person that Controls (whether directly, indirectly or otherwise) any of (a), (b) or (c) above.

A natural person who otherwise satisfies the foregoing definition and satisfies subparagraph (a) by reason of being the Independent Director of a “special purpose entity” affiliated with Borrower that does not own a direct or indirect ownership interest in Borrower shall be qualified to serve as an Independent Director of Borrower; provided that the fees that such individual earns from serving as an Independent Director of affiliates of Borrower in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. For purposes of this paragraph, a “special purpose entity” is an entity, whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to those contained in the definition of Special Purpose Entity of this Agreement.

“Individual Material Adverse Effect” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Individual Property” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Individual Senior Borrower” shall have the meaning set forth in the recitals hereto.

“Initial Maturity Date” shall mean the date that is the sixtieth (60th) Monthly Payment Date after the Funding Date.

“Insolvency Laws” shall mean the Bankruptcy Code and any existing or future Federal, state, local or foreign law relating to bankruptcy, insolvency, reorganization, conservatorship, arrangement, adjustment, winding-up, liquidation, dissolution, composition, creditors’ rights or other relief with respect to debts or debtors.

“Insolvency Opinion” shall mean that certain non-consolidation opinion letter dated as of the date hereof delivered by Reed Smith LLP in connection with the Loan.

“Insurance Premiums” shall have the meaning set forth in Section 6.1(b) of the Senior Loan Agreement.

“Insurance Proceeds” shall have the meaning ascribed to such term in the Senior Loan Agreement.

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“Intended Tax Treatment” shall have the meaning set forth in Section 5.1.25(c) hereof.

“Intercompany Obligation”shall mean a non-interest bearing obligation by Borrower to pay a principal amount equal to the estimated Distributable Loan Proceeds.

“Intercreditor Agreement” means, individually and/or collectively, as the context may require, any intercreditor agreement entered into between Lender and Senior Lender, as the same may be amended, replaced, supplemented or otherwise modified from time to time.

“Interest Rate” shall mean (x) the Current Interest Rate plus (y) the PIK Interest Rate.

“Interest Shortfall” shall mean, with respect to any repayment or prepayment of any portion of the Loan (including a repayment on the Maturity Date), the Current Interest that would have accrued on such portion of the Loan (absent such repayment or prepayment) from and including the date on which such repayment or prepayment occurs through and including the last day of the Monthly Interest Period during which such repayment or prepayment occurs.

“Lease” shall mean any lease, other than any Ground Lease or PILOT Lease, sublease or subsublease, letting, license, concession or other agreement (whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the any Individual Property by or on behalf of an Individual Senior Borrower, and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto. The term “Lease” shall not include any Management Agreement.

“Lease Termination Payments” shall have the meaning set forth in Section 7.4.1(b) of the Senior Loan Agreement.

“Legal Requirements” shall mean, with respect to each Individual Property, all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting such Individual Property or any part thereof, or the construction, use, alteration or operation thereof other than any Ground Lease or PILOT Lease, or any part thereof, whether now or hereafter enacted and in force, and all permits, licenses and authorizations and regulations relating thereto (including, without limitation, all licenses), and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower or Senior Borrower, at any time in force affecting Borrower or Senior Borrower, such Individual Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to such Individual Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

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“Lender” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and permitted assigns and, for purposes of Sections  2.2.3(g)(iii) and 2.7, its participants.

“Liabilities” shall have the meaning set forth in Section 9.2.2(h) hereof.

“Lien” shall mean, with respect to each Individual Property or the Collateral, any mortgage, deed of trust, deed to secure debt, indemnity deed of trust, lien, pledge, hypothecation, assignment, security interest, PACE Loan or any other encumbrance, charge on or affecting any Individual Senior Borrower or Borrower, any Individual Property, the Collateral, any portion thereof or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidation Event”shall mean (i) any Casualty to the Property or any material portion thereof, (ii) any taking of the Property or any material portion thereof, (iii) a transfer of fee title to the Property in connection with a realization thereon following an “Event of Default” with respect to the Senior Loan in accordance with the Senior Loan Documents, including, without limitation, a foreclosure sale or a deed in lieu thereof, or a transfer of title to any Pledged Collateral (as defined in the Senior Loan Agreement) in connection with a foreclosure of assignment in lieu thereof under the Pledge Agreement (as defined in the Senior Loan Agreement), or (iv) any refinancing or payoff of the Senior Loan.

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

“Loan Documents” shall mean, collectively, this Agreement, the Pledge Agreement, the REIT / TRS Pledge Agreement, the Note, the Environmental Indemnity, the Guaranty, the Member Guaranty, and all other documents and instruments now or hereafter executed and/or delivered by Borrower, Member, NLO Holding Company LLC or Guarantor that evidence, secure and/or provide credit support for the Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Lockbox Account” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Lockbox Agreement” shall mean that certain Blocked Account Control Agreement, dated as of the Funding Date, among Holdco, Senior Lender, and Lockbox Bank, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, relating to funds deposited in the Lockbox Account.

“Lockbox Bank” shall mean the clearing bank which establishes, maintains and holds the Lockbox Account, which shall be an Eligible Institution.

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“Major Lease” shall mean any Lease (a) for all or substantially all of the Improvements at any Individual Property, (b) for any Individual Property with more than one Tenant, any Lease for more than 50,000 square feet, (c) in which the Tenant thereunder is an Affiliate of Borrower or Guarantor or (d) which is entered into, modified or terminated during an Event of Default.

“Management Agreement” shall mean, with respect to each applicable Individual Property, the management agreement entered into by and between the applicable Individual Senior Borrower and the applicable Manager for such Individual Property, pursuant to which such Manager is to provide management and other services with respect to such Individual Property, or, if the context requires, a Qualified Manager who is managing the such Individual Property in accordance with the terms and provisions of this Agreement and the Senior Loan Agreement pursuant to a Replacement Management Agreement, in each case as the same may be amended, restated, replaced or otherwise modified from time to time in accordance with the terms hereof.

“Manager” shall mean each of the Persons listed on Schedule 4.1.31 hereto with respect to the applicable Individual Properties indicated thereon, or, if the context requires, a Qualified Manager who is managing any Individual Property in accordance with the terms and provisions of this Agreement and the Senior Loan Agreement pursuant to a Replacement Management Agreement.

“Material Action” shall mean with respect to any Person (a) such Person filing a voluntary petition, filing any insolvency or reorganization case or proceeding, instituting proceedings to have such Person be adjudicated bankrupt or insolvent or otherwise seeking relief, in each case under the Bankruptcy Code or any other Insolvency Law; (b) such Person seeking, or applying for the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Person or any portion of any Individual Property; (c) such Person making an assignment for the benefit of creditors; (d) such Person admitting, in writing (other than in correspondence with Lender in connection with a workout or restructuring of the Loan) or in any legal proceeding, its insolvency or its general inability to pay its debts as they become due (except as may be required under subpoena or pursuant to any court required document) or (e) such Person supporting, colluding with respect to, consenting to, acquiescing to, approving, joining in any action of a type described in any of the preceding clauses (a)–(d).

“Material Adverse Effect” shall mean any material adverse effect on (a) the business, profits, operations, assets and liabilities, or financial condition of Borrower, taken as a whole, (b) the Property or the Collateral or the use, operation, or value thereof, in each case, taken as a whole, (c) the ability of Borrower to repay the principal and interest of the Loan as it becomes due, or (d) the enforceability or validity of any Loan Document or the perfection or priority of any Lien created under any Loan Document or the rights, interests and remedies of Lender under the Loan Documents.

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“Maturity Date” shall mean the Initial Maturity Date or such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration or otherwise.

“Maximum Legal Rate” shall mean the maximum non usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“MDP Compliance Period” shall have the meaning ascribed thereto in the Senior Loan Agreement.

“Member” shall mean NLO OP LLC, a Delaware limited liability company.

“Member Guaranty” shall mean that certain Guaranty (Member), dated as of the date hereof, executed and delivered by Member in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Minimum Amount” shall mean, as of any measurement date,an amount equal to $430,000,000 multiplied by the quotient obtained by dividing (i) the lesser of (a) the then outstanding principal balance of the Loan and (b) $120,000,000, by (ii) $120,000,000.

“Monthly Debt Service Payment Amount” shall mean, on each Monthly Payment Date, the amount of Current Interest which accrues on the Loan for the related Monthly Interest Period.

“Monthly Interest Period” shall mean, in connection with the calculation of interest accrued with respect to any specified Monthly Payment Date, including the Maturity Date, the period commencing on and including the fifteenth (15th) day of the prior calendar month and ending on and including the fourteenth (14th) day of the calendar month in which such Monthly Payment Date occurs; provided, however, that the initial Monthly Interest Period shall begin on the Funding Date and shall end on the fourteenth (14th) day of the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month).

“Monthly Payment Date” shall mean the ninth (9th) day of each calendar month during the term of the Loan, or if such date is not a Business Day, the immediately preceding Business Day.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall have the meaning ascribed to such term in the Senior Loan Agreement.

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“Multiemployer Plan” shall mean a multiemployer plan, as defined in Section 3(37) or Section 4001(a)(3) of ERISA, as applicable, that is subject to Title IV of ERISA and in respect of which Borrower, Senior Borrower, Guarantor or any ERISA Affiliate could have any obligation or liability, contingent or otherwise.

“Multiple Employer Plan” shall mean a single employer plan, as defined in Section 4001(a)(15) of ERISA, that is subject to Title IV of ERISA and (a) is maintained for employees of Borrower, Senior Borrower, Guarantor or any ERISA Affiliate and at least one Person other than Borrower, Senior Borrower, Guarantor and the ERISA Affiliates, or (b) was so maintained, and in respect of which Borrower, Senior Borrower, Guarantor or any ERISA Affiliate could have liability under Sections 4062-4069 of ERISA in the event such plan has been or were to be terminated.

“Net Liquidation Proceeds After Debt Service” shall mean with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Senior Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation (but only to the extent not paid to Senior Lender in order to pay down the Senior Loan in accordance with the Senior Loan Agreement), less (i) Lender’s and/or Senior Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) in the case of Casualty or Condemnation, the costs incurred by Senior Borrower in connection with a restoration of the Property made in accordance with the Senior Loan Documents, (iii) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Senior Loan Documents to Senior Lender, (iv) in the case of a foreclosure sale, disposition or transfer of title to the Property or Pledged Collateral (as defined in the Senior Loan Agreement) in connection with realization thereon following a Senior Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (v) in the case of a foreclosure sale, such costs and expenses incurred by Senior Lender under the Senior Loan Documents as Senior Lender shall be entitled to receive reimbursement for under the terms of the Senior Loan Documents and (vi) in the case of a refinancing of the Senior Loan, such costs and expenses (including reasonable attorneys’ fees) of the reasonable, customary and market closing costs and any other reasonable and customary third-party costs and expenses actually incurred by Senior Borrower in connection with such refinancing.

“Non-Collateral Property” means all property directly or indirectly owned by Member other than its direct and/or indirect interest in the Properties.

“Non-Collateral PropertyExcess Cash Flow” shall have the meaning ascribed to such term in the Member Guaranty.

“Note” shall mean that certain Mezzanine Promissory Note, dated the date hereof, in the original principal amount of $120,000,000.00, made by Borrower in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Obligations” shall mean Borrower’s obligation to pay the Debt and perform its obligations under the Note, this Agreement and the other Loan Documents.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower or one of its Controlling Affiliates, as applicable.

“Other Charges” shall mean all ground rents (other than amounts payable under the PILOT Leases or PILOT Lease Documents), impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Individual Property, now or hereafter levied or assessed or imposed against such Individual Property or any part thereof.

“Other Connection Taxes” shall mean Section 2.7 Taxes imposed as a result of a present or former connection between Lender and the jurisdiction imposing such Section 2.7 Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in the Loan or any Loan Document).

“Other Obligations” shall mean, collectively, Borrower’s obligations for the performance of all covenants, conditions, liabilities and obligations of Borrower contained in this Agreement and the other Loan Documents.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Section 2.7 Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Section 2.7 Taxes that are Other Connection Taxes imposed with respect to an assignment.

“Outside Funding Date” shall have the meaning set forth in Section 2.1.2(a) hereof.

“Ownership Change Limitation” shall mean an ownership change of Borrower within the meaning of Section 382 of the Code and the Treasury regulations thereunder, but calculated by replacing the fifty percent (50%) threshold set forth in Section 382(g)(1)(A) with thirty-two and one-half percent (32.5%) and based on reasonably available information, including the Securities and Exchange Commission Schedules 13D and 13G of Guarantor.

“PACE Loan” shall mean (x) any “Property-Assessed Clean Energy loan” or (y) any other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to any Individual Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against such Individual Property.

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“Participant Register” shall have the meaning set forth in Section 9.2.1(f) hereof.

“PBGC” shall have the meaning assigned to that term in the definition of ERISA Event.

“Permitted Encumbrances” shall mean, (I) with respect to each Individual Property and the Collateral, (a) the Liens and security interests created by the Loan Documents and the Senior Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy relating to such Individual Property or any part thereof and the UCC policy, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent or that are being contested in accordance with the terms of this Agreement and for which Borrower or Senior Borrower has set aside on its books adequate reserves in accordance with GAAP, (d) each Ground Lease, PILOT Lease and PILOT Lease Document, (e) Liens being contested in accordance with the Loan Documents or Senior Loan Documents, (f) Liens securing Permitted Equipment Financing, (g) rights of Tenants under Leases in effect on the Closing Date or entered into in accordance with the terms of this Agreement and the Senior Loan Agreement, (h) rights of Manager under any Management Agreement in effect on the Closing Date or entered into in accordance with the terms of this Agreement and the Senior Loan Agreement, (i) all easements, rights-of-way, restrictions and other similar non-monetary encumbrances recorded against and affecting any Individual Property, in each case, that do not result in any Individual Material Adverse Effect and (j) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s reasonable discretion, and (II) with respect to each Borrower Party whose equity interests are the subject of a Pledge Agreement (hereunder or under the Senior Loan Agreement), the liens of such Pledge Agreements and, as applicable, the other Loan Documents or Senior Loan Documents.

“Permitted Equity Transfer” shall mean any of the following: (a) any Transfer, directly as a result of the death of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by the decedent in question to the Person or Persons lawfully entitled thereto, (b) any Transfer, directly as a result of the legal incapacity of a natural person, of stock, membership interests, partnership interests or other ownership interests previously held by such natural person to the Person or Persons lawfully entitled thereto, (c) transfers of direct and indirect equity interests in Member by any Person so long as (i) Guarantor remains a publicly traded entity with its shares on the New York Stock Exchange or another nationally or internationally recognized stock exchange, (ii) Guarantor continues to Control each other Restricted Party, (iii) Guarantor continues to own, directly or indirectly, at least 51% of the ownership interest in each other Restricted Party (other than Guarantor), and (iv) either (A) no Ownership Change Limitation would reasonably be expected to exist immediately following such Transfer, or (B) such Transfer would not reasonably be expected to increase the percentage ownership of 5% shareholders of Borrower (including any “public group” as defined in Section 1.382-2T(f)(13) of the Treasury regulations treated as such) for purposes of determining whether there is an Ownership Change Limitation; (d) any direct or indirect Transfer of any interest in Guarantor by the public shareholders thereof and their beneficial owners, (e) the sales, transfer or issuance of Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests, and (f)

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transfers of direct or indirect equity interests in one or more Individual Senior Borrowers to (i) a Subsidiary REIT (or direct or indirect wholly owned subsidiary thereof) or (ii) TRS (provided that the equity value of the assets held by all TRS Subsidiaries does not exceed twenty percent (20%) of the total equity value of Borrower), in each case, subject to the terms and conditions of Section 5.2.10(e) hereof.

“Permitted REIT Preferred Interests Transfer” shall mean any Transfer described in clause (e) of the definition of “Permitted Equity Transfer”.

“Permitted REIT / TRS Transfer” shall mean any Transfer described in clause (f) of the definition of “Permitted Equity Transfer”.

“Permitted Transfer” shall have the meaning set forth in Section 5.2.10(b).

“Person” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“PIK Accrued Amount” shall have the meaning set forth in Section 2.3.1.

“PIK Interest Rate” shall mean 4.5% per annum.

“PILOT Bonds” shall mean, individually and/or collectively, any taxable revenue bond or similar bond issued by a PILOT Lessor in favor of any Individual Senior Borrower in connection with the PILOT Lease.

“PILOT Lease” shall mean each of the PILOT leases described on Schedule 4.1.42 hereto.

“PILOT Lease Documents” shall mean, individually and/or collectively, any documents executed by the applicable Individual Senior Borrower (other than the PILOT Lease and including any PILOT Bonds) in connection with any PILOT Lease described on Schedule 4.1.42 hereto.

“PILOT Lessor” shall mean each lessor under a PILOT Lease, as described on Schedule 4.1.42 hereto.

“PILOT Property” or “PILOT Properties” shall mean those certain Individual Properties demised by each of the PILOT Leases as set forth on Schedule 4.1.42 hereto.

“Plan” shall mean a Single Employer Plan or a Multiple Employer Plan.

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“Plan Asset Regulations” shall have the meaning set forth in Section 5.2.9(b)(i) hereof.

“Pledge Agreement” shall mean, individually or collectively as the context shall require, (i) that certain Mezzanine Loan Pledge and Security Agreement (NLO OP), dated as of the date hereof, executed and delivered by Member in favor of Lender as security for the Loan (the “Member Pledge Agreement”) and (ii) that certain Mezzanine Loan Pledge and Security Agreement (Mezzanine Borrower), dated as of the date hereof, executed and delivered by Borrower in favor of Lender as security for the Loan (the “Borrower Pledge Agreement”), as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Pledged Collateral” shall mean, collectively, the “Pledged Collateral” as defined in the Member Pledge Agreement and the “Pledged Collateral” as defined in the Borrower Pledge Agreement.

“PPD Dispute” shall mean all claims and counterclaims asserted in the action captioned PPD Development, L.P. vs. Morrisville Landlord (NC) LP, No. 22CVS014022-910 (Wake County, North Carolina).

“Principal” shall mean the Special Purpose Entity that is the general partner of an Individual Senior Borrower, if such Individual Senior Borrower is a limited partnership, or managing member of an Individual Senior Borrower, if such Individual Senior Borrower is a limited liability company other than a single-member Delaware limited liability company.

“Properties” shall mean, collectively, each and every Individual Property which is subject to the terms of the Senior Loan Agreement, to the extent the same is encumbered by a Mortgage and has not been released therefrom pursuant to the terms of the Senior Loan Agreement.

“Provided Information” shall mean any and all financial and other information regarding Borrower, Senior Borrower, Guarantor, the Property (other than information with respect to Tenants generated by Tenants or their principals, including any Tenant financials) or the Collateral provided at any time by Borrower, Senior Borrower and /or Guarantor expressly for inclusion in any Disclosure Document.

“Qualified Manager” shall mean either (a) any Person then serving as Manager for any Individual Property; or (b) in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Properties; provided that, if such entity is an Affiliate of Borrower, if required by Lender, Borrower shall have delivered an Additional Insolvency Opinion to Lender.

“Quarterly Interest Period” shall mean, in connection with the calculation of PIK Interest accrued with respect to any specified Quarterly Payment Date, including the Maturity Date, the three-month period commencing on and including the fifteenth (15th) day of

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the prior calendar quarter and ending on and including the fourteenth (14th) day of the calendar quarter in which such Quarterly Payment Date occurs; provided, however, the initial Quarterly Interest Period shall begin on the Funding Date and shall end on the fourteenth (14th) day of the calendar quarter after the Funding Date (or if the 14th day of the calendar quarter in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar quarter); provided, further, however, that notwithstanding the foregoing proviso, if the Funding Date is on or after October 15, 2023, then the initial Quarterly Interest Period shall begin on the Funding Date and shall end on January 14, 2023.

“QRS” shall mean a “qualified REIT subsidiary” as defined under Section 856 of the Code.

“Quarterly Payment Date” shall mean the ninth (9th) day of each calendar quarter during the term of the Loan, or if such date is not a Business Day, the immediately succeeding Business Day.

“Rating Agencies” shall mean, individually and/or collectively, as the context may require, S&P, Moody’s, Fitch or any other nationally recognized statistical rating agency selected by Lender.

“REA” shall mean, collectively, the covenants, restrictions, easements, declarations or agreements of record affecting the Property that are described on Schedule 4.1.43 attached hereto.

“Register” shall have the meaning set forth in Section 9.2.1(d) hereof.

“REIT” means an entity that has made, or for such Fiscal Year intends to make, an election to be taxed as a real estate investment trust under Sections 856 through 860 of the Code.

“REIT / TRS Pledge Agreement” shall mean that certain second-priority pledge and security agreement, dated as of the Funding Date, to be delivered by Holdco in favor of Lender, granting Lender a second-priority security interest in 100% of the common equity interest in NLO MB TRS LLC and 100% of the common equity interests in NLO SubREIT LLC, in substantially the same form as the Pledge Agreement or otherwise in form and substance reasonably acceptable to Lender, together with any additional pledge and security agreement delivered to Lender under Section 5.2.10(e) granting a second-priority security interest in any new TRS Subsidiary or Subsidiary REIT, as applicable, as each of the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“REIT / TRS Pledged Collateral” shall mean, collectively, the “Pledged Collateral” as defined in the REIT / TRS Pledge Agreement.

“Release Amount” shall mean for an Individual Property the amount set forth on Schedule 1.1(a) hereto.

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

“Rents” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Replacement Management Agreement” shall mean, to the extent required by this Agreement, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Senior Lender (or of such other form and substance reasonably acceptable to Senior Lender), executed and delivered to Senior Lender by Senior Borrower and such Qualified Manager at Borrower or Senior Borrower’s expense.

“Reserve Funds” shall have the meaning set forth in the Senior Loan Agreement.

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restoration” shall mean the repair and restoration of an Individual Property after a Casualty or Condemnation as nearly as possible to the condition the Individual Property was in immediately prior to such Casualty or Condemnation (subject to Legal Requirements and taking into account the taken portions of the Individual Property with respect to any Condemnation), with such alterations as may be reasonably approved by Lender.

“Restricted Party” shall mean collectively, (a) Borrower, Holdco, Senior Borrower, TRS, any Subsidiary REIT, Guarantor, and Member and (b) any shareholder, partner, member, non-member manager, any direct or indirect legal or beneficial owner of, Borrower, Holdco, Senior Borrower, any Subsidiary REIT, TRS, Guarantor, and Member (excluding, for the avoidance of doubt, WPC (or any of its subsidiaries) and their respective shareholders from and after the Distribution and the transfers contemplated to be effectuated in connection therewith). In no event shall “Restricted Party” include (A) any Person who is a publicly-traded company on a nationally or internationally recognized stock exchange (other than Guarantor) or any Person that holds a beneficial interest therein, or (B) any Person in its capacity as a holder of Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests or any Person that holds a beneficial interest in such Person.

“S&P” shall mean Standard & Poor’s Ratings Services.

“Sale or Pledge” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance, pledge, grant of option or other transfer or disposal of a legal or beneficial interest, whether direct or indirect.

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“Satisfactory Search Results” shall mean the results of credit history check, litigation, lien, bankruptcy, judgment and other similar searches with respect to the applicable transferee and its applicable affiliates, in each case, (i) revealing no matters which would have an Individual Material Adverse Effect; (ii) demonstrating that any transferee is not an Embargoed Person and has not violated any Anti-Money Laundering Laws and (iii) yielding no material adverse results, as reasonably determined by Lender, based on the then-current “know your customer” requirements of Lender.

“Section 2.7 Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Section 362(e)(2)(C) Election” shall have the meaning set forth in Section 2.1.2(r) hereof.

“Securities” shall have the meaning set forth in Section 9.2.2(a) hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization” shall have the meaning set forth in Section 9.2.2(a) hereof.

“Securitization Indemnified Persons” shall have the meaning set forth in Section 9.2.2(h) hereof.

“Security Documents” means collectively, (i) the Pledge Agreement, and (ii) all Uniform Commercial Code financing statements required by this Agreement to be filed with respect to the security interests in personal property created pursuant to the Security Documents.

“Senior Borrower” shall mean the entities identified on Exhibit A attached hereto, in each case, until such time as such Person is released from the Lien of the Senior Loan Documents pursuant to Section 2.5.2 of the Senior Loan Agreement.

“Senior Lender” shall mean JPMorgan Chase, National Association, together with its successors and/or permitted assigns, in its capacity as Senior Lender under the Senior Loan Documents.

“Senior Loan Agreement” means that certain Loan Agreement, dated as of the Closing Date, between Senior Lender and Senior Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Senior Loan Documents” shall have the meaning assigned to the term “Loan Documents” in the Senior Loan Agreement.

“Servicer” shall have the meaning set forth in Section 9.5 hereof.

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“Severed Loan Documents” shall have the meaning set forth in Section 8.2(c) hereof.

“Similar Law” shall have the meaning set forth in Section 4.1.9(b) hereof.

“Single Employer Plan” shall mean a single employer plan, as defined in Section 3(41) or Section 4001(a)(15) of ERISA, as applicable, that is subject to Title IV of ERISA and (a) is maintained for employees of Borrower, Guarantor or any ERISA Affiliate and no Person other than Borrower, Guarantor and the ERISA Affiliates, or (b) was so maintained, and in respect of which Borrower, Guarantor or any ERISA Affiliate could have liability under Sections 4062-4069 of ERISA in the event such plan has been or were to be terminated.

“Special Purpose Entity” shall mean a limited partnership or limited liability company that, at all times on and after the date thereof, shall comply with the following requirements unless it has received prior written consent to do otherwise from Lender:

(i)is and shall be organized solely for the purpose of (A) with respect to Borrower, owning, holding, maintaining, selling, transferring, exchanging and managing directly or indirectly, 100% of the limited liability company or limited partnership interests in the Individual Senior Borrowers and/or the Principals, through its direct ownership of the limited liability company interests in Pledgor (the “Pledgor Equity Assets”), the indirect interests in each Individual Senior Borrower, and entering into and performing its obligations under the Loan Documents, or (B) with respect to NLO Pledgor LLC, owning, holding, maintaining, selling, transferring, exchanging and managing directly or indirectly, 100% of the limited liability company interests in Holdco (the “Holdco Equity Assets”, and together with the Pledgor Equity Assets, individually or collectively, as the context may require, the “Equity Assets”);

(ii)shall not engage in any business unrelated to owning, holding, maintaining, selling, transferring, exchanging and managing the Equity Assets;

(iii)shall not own any real property;

(iv)does not have and shall not have any assets other than its membership interest in the Equity Assets and personal property necessary or incidental to its ownership of such Equity Assets;

(v)shall not engage in, seek, consent to or permit (A) any dissolution, winding up, Division, liquidation, consolidation or merger, or (B) any sale or other transfer of all or substantially all of its assets or any sale of assets outside the ordinary course of its business, except as permitted by the Loan Documents;

(vi)shall not cause, consent to or permit any amendment of its limited partnership agreement, articles of organization, certificate of formation, operating agreement or other formation document or organizational document (as applicable) with respect to the matters set forth in this definition without the prior consent of Lender;

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(vii)if such entity is a limited partnership, has and shall have at least one general partner and has and shall have, as its only general partners, Special Purpose Entities each of which (A) is a single-member Delaware limited liability company, (B) has (or its member has) two (2) Independent Directors, and (C) holds a direct interest as general partner in the limited partnership of not less than 0.1%;

(viii)intentionally omitted;

(ix)if such entity is a limited liability company (other than a limited liability company meeting all of the requirements applicable to a single-member limited liability company set forth in this definition of “Special Purpose Entity”), has and shall have at least one (1) member that is a Special Purpose Entity, that is a single-member limited liability company, that has (or its sole member has) at least two (2) Independent Directors and that directly owns at least one-half-of-one percent (0.5%) of the equity of the limited liability company;

(x)if such entity is a single-member limited liability company, (A) is and shall be a Delaware limited liability company, (B) has and shall have at least two (2) Independent Directors serving as managers of such company (or its sole member shall have such Independent Directors), (C) shall not take any Material Action and shall not cause or permit the members or managers of such entity to take any Material Action unless two (2) Independent Directors then serving as managers of the company (or the two (2) Independent Directors then serving as managers of its sole member) shall have participated and consented in writing to such Material Action, and (D) has and shall have either (I) a member which owns no economic interest in the company, has signed the company’s limited liability company agreement and has no obligation to make capital contributions to the company, or (II) two (2) natural persons or one (1) entity that is not a member of the company, that has signed its limited liability company agreement and that, under the terms of such limited liability company agreement becomes a member of the company immediately prior to the withdrawal or dissolution of the last remaining member of the company;

(xi)intentionally omitted;

(xii)shall at all times intend to remain solvent, and shall intend to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, in each case, to the extent the Pledgor Equity Assets produce sufficient net cash flow to do so and Lender permits such cash flow or loan proceeds to applied for such purposes. None of the foregoing shall require any direct or indirect member, partner or shareholder of the Special Purpose Entity or any other Person to make additional capital contributions to the Special Purpose Entity;

(xiii)shall not fail to correct any known misunderstanding regarding the separate identity of such entity;

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(xiv)except as expressly contemplated as a result of the cash management provisions provided for in Section 2.6 of this Agreement, the Senior Loan Agreement, the Cash Management Agreement and the Lockbox Agreement, shall maintain its bank accounts, books of account, books and records separate from those of any other Person (except that the Special Purpose Entity’s assets and liabilities may be included in a consolidated financial statement of its Affiliates as provided in clause (xix) below) and, to the extent that it is required to file tax returns under applicable law, shall file its own tax returns, except to the extent that it is required or permitted by law to file consolidated tax returns or is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law;

(xv)intentionally omitted;

(xvi)shall not, except as expressly contemplated as a result of the cash management provisions provided for in Section 2.6 of this Agreement, the Senior Loan Agreement, the Cash Management Agreement and the Lockbox Agreement, commingle its funds or assets with those of any other Person and shall not participate in any cash management system with any other Person;

(xvii)shall hold its assets in its own name;

(xviii)shall conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of itself or of Borrower or Senior Borrower, except for business conducted on behalf of itself by another Person under a business management services agreement that is on commercially reasonable terms, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(xix)(A) shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party; and (B) such Person’s assets shall not be listed as assets on the financial statement of any other Person; provided, however, that such Person’s assets may be included in a consolidated financial statement of its Affiliates;

(xx)shall pay its own liabilities and expenses, (including the salaries of its own employees (if any) and a fairly and reasonably allocated portion of any personnel and overhead expenses that it shares with any Affiliate, constituent, or owner, or any guarantors of any of their respective obligations, or any Affiliate of any of the foregoing, including, but not limited to, any shared office space and services performed by any employee of an Affiliate), out of its own funds and assets (or the same will be paid as part of the G&A Fees as provided for in the Senior Loan Agreement);

(xxi)shall observe all partnership, corporate or limited liability company formalities, as applicable, to the extent necessary to maintain separate existence;

(xxii)intentionally omitted;

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(xxiii)shall have no Indebtedness other than (A) in the case of Borrower, (i) liabilities incurred in the ordinary course of business relating to the ownership of the limited liability company interests in Pledgor, (ii) the Loan, and (iii) the Intercompany Obligation, and (B) in the case of Pledgor, have no Indebtedness other than (i) liabilities incurred in the ordinary course of business relating to the ownership of the Equity Assets, in amounts not to exceed $25,000 at any one time which liabilities are not more than sixty (60) days past the date due, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, (ii) Taxes, to the extent not yet delinquent, and (iii) its obligations under the Loan Documents to which it is a party;

(xxiv)except as contemplated by the Loan Documents, (i) shall not assume or guarantee or become obligated for the debts of any other Person, (ii) shall not hold out its credit as being available to satisfy the obligations of any other Person and (iii) shall not pledge its assets to secure the obligations of any other Person;

(xxv)shall not acquire obligations or securities of its partners, members or shareholders or any other owner or Affiliate, other than the applicable Equity Assets owned by such Person;

(xxvi)intentionally omitted;

(xxvii)shall maintain and use separate stationery, invoices and checks bearing its name and not bearing the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(xxviii)intentionally omitted;

(xxix)intentionally omitted;

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

(xxxi)shall not make loans to any Person and shall not hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity) except (i) in connection with any tenant improvement allowance under any Lease approved by Lender or Senior Lender (to the extent such approval is required), or (ii) as otherwise expressly permitted under the Loan Documents or Senior Loan Documents;

(xxxii)shall not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and shall not identify itself as a division of any other Person;

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(xxxiii)other than the Loan Documents and capital contributions and distributions permitted under the terms of its organizational documents, shall not enter into or be a party to, any transaction with any of its partners, members, shareholders or Affiliates except in the ordinary course of its business and on terms which are commercially reasonable terms comparable to those of an arm’s-length transaction with an unrelated third party;

(xxxiv)shall not have any obligation to, and has not indemnified and shall not indemnify its partners, officers, directors or members, as the case may be, in each case unless such an obligation or indemnification is fully subordinated to the Debt and shall not constitute a claim against it in the event that its cash flow is insufficient to pay the Debt;

(xxxv)intentionally omitted;

(xxxvi)shall not have any of its obligations guaranteed by any Affiliate except as provided by the Loan Documents with respect to the Guaranty, the Environmental Indemnity, the Mezzanine Member Guaranty and the other Loan Documents;

(xxxvii)shall not form, acquire or hold any subsidiary (other than, with respect to Borrower and Pledgor the subsidiaries set forth on the organizational chart attached hereto as Schedule 4.1.1 (as may be revised from time to time to reflect any Permitted Equity Transfer));

(xxxviii)shall comply with all of the terms and provisions contained in its organizational documents necessary to maintain its separate existence;

(xxxix)shall conduct its business so that each of the material assumptions made about it and each of the facts stated about it in the Insolvency Opinion or, if applicable, any Additional Insolvency Opinion are true; and

(xl)except as expressly permitted by the Loan Documents and Senior Loan Documents, shall not permit any Affiliate or constituent party independent access to its bank accounts.

“State” shall mean, with respect to an Individual Property, the State or Commonwealth in which such Individual Property or any part thereof is located.

“Subsidiary REIT” means NLO SubREIT LLC, a Delaware limited liability company, and any other entity in which Borrower directly or indirectly owns 100% of the applicable Subsidiary REIT Common Equity Interests, that holds a direct or indirect interest in certain Individual Senior Borrowers and is or intends to elect to qualify to be taxed as a REIT.

“Subsidiary REIT Common Equity Interests” shall mean the class of common equity interests in a Subsidiary REIT held directly or indirectly by Borrower.

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“Subsidiary REIT Preferred Interests” shall mean any class of equity interest of a Subsidiary REIT for which dividend rights or rights on liquidation, dissolution or winding up rank senior to, or have any other rights in preference of, the applicable Subsidiary REIT Common Equity Interests; provided, however, that the applicable Subsidiary REIT Preferred Interests do not exceed 650 preferred equity interests with an aggregate liquidation preference of approximately $650,000, subject to certain increases for the redemption of such interests within two years of their issuance, of which no more than 150 preferred equity interests with an aggregate liquidation preference of approximately $150,000 shall be held other than by a Borrower Party.

“Survey” shall mean, with respect to each Individual Property, a survey of such Individual Property in question prepared by a surveyor licensed in the applicable State and reasonably satisfactory to Lender and the company or companies issuing the related Title Insurance Policy, and, solely with respect to any new survey obtained at the request of Lender in connection with the closing of the Loan or thereafter, containing a certification of such surveyor reasonably satisfactory to Lender.

“Tax Basis Schedule” shall have the meaning set forth in Section 5.1.11(a) hereof.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against any Individual Property or part thereof. In no event shall any PACE Loan be considered Taxes for purposes of this Agreement.

“Tenant” shall mean the lessee of all or a portion of an Individual Property under a Lease.

“Tenant Direction Letter” shall have the meaning set forth in the Cash Management Agreement.

“Ticking Fee” shall have the meaning set forth in Section 2.1.2 hereof.

“Title Insurance Policy” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“Transfer” shall have the meaning set forth in Section 5.2.10(b) hereof.

“TRS” shall mean NLO MB TRS LLC, a Delaware limited liability company.

“TRS Subsidiary” shall have the meaning ascribed to such term in the Senior Loan Agreement.

“UCC” or “Uniform Commercial Code” shall mean, unless otherwise noted herein, the Uniform Commercial Code as in effect in the applicable State in which the Individual Property is located.

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“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unfunded Obligations” shall have the meaning set forth in Section 4.1.26 hereof.

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” shall have the meaning set forth in Section 2.7(e)(ii)(B)(3).

“WPC” shall mean W. P. Carey Inc., a Maryland corporation.

“Write-Down and Conversion Powers” shall mean, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2Principles of Construction. All references to sections, schedules and exhibits are to sections, schedules and exhibits in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. All references to the Loan Agreement, the Note or any other Loan Document shall mean the Loan Agreement, the Note or such other Loan Document as in effect on the date hereof, as each of the same may hereafter be amended, restated, replaced, supplemented or otherwise modified. With respect to terms defined by cross-reference to the Senior Loan Documents, such defined terms shall have the definitions set forth in the Senior Loan Documents as of the date hereof, and no modifications to the Senior Loan

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Documents shall have the effect of changing such definitions for the purposes of this Agreement unless Lender has approved the amendment or modification to the Senior Loan Document in which such definition was modified or otherwise expressly agrees that such definitions as used in this Agreement have been revised. The words “Borrower shall cause Senior Borrower to” or “Borrower shall cause Senior Borrower not to” or “Borrower shall not permit Senior Borrower to” (or words of similar meaning), as used herein, shall mean that Borrower shall exercise its rights as the indirect member of Senior Borrower, in its own capacity to cause Senior Borrower to so act or not to so act, as applicable (or that Borrower shall exercise its rights as the indirect member of Senior Borrower, in its own capacity and/or as indirect member of Senior Borrower to permit Senior Borrower to so act or not to so act, as applicable). Borrower and Lender hereby acknowledge and agree that, as to any clauses or provisions contained in this Agreement or any of the other Loan Documents to the effect that (i) Borrower shall cause Senior Borrower to act or to refrain from acting in any manner or (ii) Borrower shall cause to occur or not to occur, or otherwise be obligated in any manner with respect to, any matters pertaining to Senior Borrower, the Property or the Collateral, or (iii) other similar effect, such clause or provision, in each case, is intended to mean, and shall be construed as meaning, that Borrower has undertaken to act and is obligated to act only in its capacity as the sole indirect member of Senior Borrower but not directly with respect to Senior Borrower, the Collateral or the Property or in any other manner which would adversely affect Borrower’s existence as a Single Purpose Entity or violate any of the Special Purpose Entity covenants contained herein, in the Senior Loan Documents or other similar covenants contained in Borrower’s organizational documents.

1.2.1Action by Senior Borrower. If (i) Borrower is obligated hereunder to undertake any action that may only be undertaken by Senior Borrower, or (ii) this Agreement obligates or prohibits Senior Borrower to undertake any action, or (iii) this Agreement requires Borrower to “cause” or “not to permit” Senior Borrower from taking any action, the applicable provision hereunder or under any of the Loan Documents shall be deemed to require Borrower to exercise its rights as the sole indirect member of the Senior Borrower to cause Senior Borrower to undertake such action or abstain from taking such action (and, in no event shall Borrower be required to act directly with respect to the Property or in any other manner which would violate any of the covenants contained in this Agreement or in the Senior Loan Agreement or other similar covenants contained in Borrower’s or Senior Borrower’s organizational documents).

ARTICLE II – GENERAL TERMS

Section 2.1Loan; Disbursement to Borrower.

2.1.1Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make and Borrower hereby agrees to accept the Loan on the Funding Date. Borrower acknowledges that a payment of one and one-half percent (1.50%) of the principal amount of the Loan is due to Lender on the Funding Date, is earned (and non-refundable) on the date hereof, constitutes original issue discount and, as such, is not being advanced to Borrower on the date hereof or on the Funding Date; provided, however, that such an original issue discount constitutes a portion of the Debt evidence by the

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Note as of the date hereof, interest will accrue thereon from and after the Funding Date, and such amount with interest will be repayable to Lender on the Maturity Date.

2.1.2Single Disbursement to Borrower; Funding Date. Borrower may request and receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed. Borrower agrees to pay to Lender a fee (a “Ticking Fee”) equal to six percent (6%) per annum on the unfunded amount of the Loan during the period from and including the Closing Date to but excluding the earlier to occur of (i) the Funding Date and (ii) the Outside Funding Date.  Accrued Ticking Fees shall be payable in arrears (i) on the last Business Day of each month, commencing on September 29, 2023, and (ii) on the earlier to occur of (i) the Funding Date and (ii) the Outside Funding Date.  Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Subject to the terms of this Section 2.1.2, Borrower shall have the right to request a single disbursement of the original principal amount of the Loan, upon not less than two (2) Business Days’ prior written notice to Lender and the satisfaction (or waiver in Lender’s sole discretion) of the following conditions precedent (collectively, the “Funding Conditions”):

(a)Distribution. WPC shall have authorized and declared the Distribution (as such date may be amended, the “Declaration Date”) to be effected on or prior to November 10, 2023 (the “Outside Funding Date”).

(b)Post-Closing Requirements. Borrower shall (or shall cause Senior Borrower to), at Borrower’s sole cost and expense, (i) satisfy the post-closing requirements set forth on Schedule 2.1.2(b)-A attached hereto on or prior to the Funding Date and (ii) use commercially reasonable efforts to satisfy the post-closing items set forth on Schedule 2.1.2(b)-B attached hereto.

(c)Distribution Matters. (i) The Registration Statement on Form 10 filed by SpinCo Trust related to the Distribution shall have been declared effective by the Securities and Exchange Commission; and (ii) the common shares of SpinCo Trust shall have been approved for listing on the New York Stock Exchange (or other nationally recognized stock exchange).

(d)No Default. On the Funding Date there shall exist no Event of Default.

(e)Representations and Warranties. The representations and warranties made by Borrower in the Loan Documents or otherwise made by or on behalf of Borrower in connection therewith shall have been true and correct on the date on which made and shall also be true and correct on the Funding Date, except to the extent (i) that any representation is made as of a specific date and (ii) of any changes in facts and circumstances not resulting from any breach or default under the Loan Documents; provided, that, the representations in Section 4.1.1 may be updated by Borrower to reflect the Distribution; provided, further, that Schedule 4.1.5 attached hereto may not be updated without Lender’s prior written consent.

(f)Intentionally Omitted.

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(g)Pledge Agreement; UCC Policies. Holdco shall execute and deliver the REIT / TRS Pledge Agreement. The Pledge Agreement shall constitute a valid and enforceable lien on the Pledged Collateral, in favor of Lender for the full amount of the Loan advanced to and including the date of such advance, free and clear of all liens except for Permitted Encumbrances. The REIT / TRS Pledge Agreement shall constitute a valid and enforceable lien on the REIT / TR Pledged Collateral, in favor of Lender for the full amount of the Loan advanced to and including the date of such advance, free and clear of all liens except for Permitted Encumbrances and Liens in favor of Senior Lender. Stewart Title Guaranty Company, as UCC insurer (“UCC Insurer”) shall have confirmed that, upon receipt of premiums therefor, UCC Insurer will be irrevocably committed to issue the UCC policies for the Pledged Collateral in the form of the proforma UCC policies approved by Lender prior to the Closing Date, and Borrower will pay the premiums for such UCC policies (which may be funded out of Loan proceeds).

(h)Intentionally Omitted.

(i)Lockbox Agreements and Cash Management Agreement. The Lockbox Agreement and the Cash Management Agreement, each in form and substance satisfactory to Lender, shall have been executed and delivered by all parties thereto. Borrower shall have caused Senior Borrower to deliver all Tenant Directions Letters in accordance with Section 2.6.1(b) hereof.

(j)Officer’s Certificate. Borrower shall have delivered to Lender an Officer’s Certificate from Borrower (i) attaching an updated organizational chart for the Borrower Parties and Guarantor, certifying that such organizational chart is true, complete and correct as of the Funding Date (other than any depiction of the public shareholders of Guarantor and any Borrower Preferred Interests and/or Subsidiary REIT Preferred Interests), (ii) stating that all of the conditions in this Section 2.1.2 have been satisfied (or waived by Lender in its sole discretion), (iii) certifying that all representations and warranties in Article IV of this agreement are true and correct as of the Funding Date, subject to the qualifications set forth in clause (e) above; provided, that, the representations in Section 4.1.1 may be updated by Borrower to reflect the Distribution, (iv) stating that no Event of Default has occurred and is continuing as of the Funding Date, and (v) certifying that Borrower is, on the Funding Date, in compliance in all material respects with all terms and conditions set forth in this Agreement and in each other Loan Document on its part to be observed or performed.

(k)Opinions. Borrower shall have delivered to Lender executed originals of the following opinions of counsel, dated as of the Funding Date, with exhibits and schedules attached and with executed copies of any referenced opinion certificates attached (collectively, the “Opinions”), each in form and substance reasonably acceptable to Lender and Senior Lender: (i) an opinion letter from Reed Smith LLP or another counsel reasonably satisfactory to Lender opining as to the creation and perfection of the security interest in the Lockbox Account in favor of Senior Lender and (ii) an opinion letter from Reed Smith LLP or another counsel reasonably satisfactory to Lender opining as to the creation and perfection of the security interest in the Cash Management Account in favor of Senior Lender.

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(l)Searches; Good Standing Certificates. Not later than five (5) Business Days prior to the Funding Date, Lender shall receive (certified by the applicable filing office to a date not more than 60 days prior to the Funding Date) good standing certificates for the Borrower Parties and Guarantor (without duplication of those delivered in connection with the Closing Date).

(m)No Material Adverse Effect. There has been no Material Adverse Effect (taking into account the transactions contemplated to be effected in connection with the Distribution).

(n)Annual Budget. Borrower shall have delivered an Annual Budget for the Fiscal Year ending on December 31, 2024, which Annual Budget shall be subject to Lender’s approval.

(o)Other Documents. Borrower shall have caused Guarantor to reaffirm the Guaranty and Environmental Indemnity Agreement.

(p)Senior Loan Documents. Senior Borrower shall have satisfied all conditions precedent to Senior Lender funding the Senior Loan as set forth in the Senior Loan Agreement.

(q)Costs and Expenses. To the extent not previously paid, Borrower shall pay all closing costs and expenses, without duplication of amounts paid by Borrower on the Closing date, including, but not limited to, reasonable, out-of-pocket underwriting costs, attorneys’ fees, and third-party vendor fees (e.g., appraiser, engineering, agreed-upon procedures, lease reviews, environmental) (which the parties acknowledge and agree shall be paid out of Loan proceeds).

(r)Borrower shall have entered into one or more binding agreements with WPC in form and substance reasonably satisfactory to Lender pursuant to which (i) Borrower and WPC agree to make an election described in Section 362(e)(2)(C) of the Code in respect of the assets deemed contributed to Borrower by WPC as a result of the Incorporation Actions; provided that if the assets deemed contributed to Borrower by WPC as a result of the Incorporation Actions do not have a net built-in loss (within the meaning of Section 362(e) of the Code), Borrower and WPC will make the election on a “protective” basis, (ii) WPC covenants to file a “Section 362(e)(2)(C) Statement” in the time and manner set forth in Treasury regulations Section 1.362-4(d) to effect the election described in clause (i) (the “Section 362(e)(2)(C) Election”), (iii) Borrower has issued the Intercompany Obligation to WPC (which may be issued to Member and distributed to Guarantor and, in turn, WPC) and (iv) WPC has agreed to release Borrower from any obligations in respect of the Intercompany Obligation that are not discharged as a result of the payment of the net proceeds of the Loans to WPC in accordance with clause (e)(i) of Section 2.1.4 of this Agreement and Section 2.1.4(e)(i) of the Senior Loan Agreement.

(s)Borrower has submitted an entity classification election to the Internal Revenue Service on IRS Form 8832 to be classified as a corporation for U.S. federal income tax purposes, effective no earlier than one day following the issuance of the Intercompany

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Obligation and no later than the date that is two days prior to the date the Distribution is scheduled to occur (the “CTB Election,” such effective date “CTB Effective Date”).

(t)Borrower has issued the Mezzanine Borrower Preferred Interests or taken such other actions as are reasonably approved by Lender to prevent Borrower from being classified as a QRS on the CTB Election Effective Date (such issuance or other actions, together with the CTB Election, the “Incorporation Actions”).

Borrower acknowledges and agrees that if all Funding Conditions have not been satisfied on the Outside Funding Date, Lender shall advise Borrower of such failure, and Lender shall have the unilateral right to terminate this Agreement and the other Loan Documents and, upon such termination, the parties hereto and thereto shall have no further obligations hereunder and thereunder (other than those expressly stated to survive, including Borrower’s obligation to pay all of Lender’s reasonable, out-of-pocket costs and expenses that remain outstanding in connection with the Loan to the extent required pursuant to the terms of the Loan Documents). In no event shall the Funding Date be more than two (2) Business Days prior to the Declaration Date.

2.1.3The Note, Pledge Agreement and Loan Documents. The Loan shall be evidenced by the Note and secured by the Pledge Agreement and the other Loan Documents.

2.1.4Use of Proceeds. Borrower shall use the proceeds of the Loan to (a) discharge any existing loans relating to the Properties, (b) intentionally omitted, (c) pay costs and expenses incurred in connection with the closing of the Loan, as reasonably approved by Lender, (d) fund any other expenses incurred for general corporate purposes and (e) distribute the balance, if any, to Borrower to (i) discharge the Intercompany Obligationand (ii) pay any amount remaining thereafter as a distribution.

Section 2.2Interest Rate.

2.2.1Interest Rate. Subject to the provisions of this Section 2.2, interest on the outstanding principal balance of the Loan shall accrue from (and include) the Funding Date through the end of the last Monthly Interest Period at the Current Interest Rate and through the end of the last Quarterly Interest Period at the PIK Interest Rate. Borrower shall pay to Lender on each Monthly Payment Date after the Funding Date the Current Interest accrued (or to be accrued) on the Loan for the related Monthly Interest Period.

2.2.2Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on the Interest Rate and on a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.

2.2.3Determination of Interest Rate. Interest Rate. Interest on the outstanding principal balance of the Loan shall accrue from the Funding Date at the Interest Rate. Any change in the rate of interest hereunder due to a change in the Interest Rate shall become effective as of the opening of business on the first day on which such change in the

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Interest Rate shall become effective. Each determination by Lender of the Interest Rate shall be conclusive and binding for all purposes, absent manifest error. The Interest Rate applicable to the Loan shall be determined by Lender as set forth herein.

2.2.4Intentionally Omitted.

2.2.5Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7Intentionally Omitted.

Section 2.3Loan Payment.

2.3.1Monthly Debt Service Payments; PIK Accrued Amount. Borrower shall pay to Lender (a) on the Funding Date, an amount equal to Current Interest only on the outstanding principal balance of the Loan from the Funding Date up to and including the fourteenth (14th) day of the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month), which interest shall be calculated in accordance with the provisions of Section 2.2 hereof and (b) on each Monthly Payment Date thereafter up to and including the Maturity Date, an amount equal to the Monthly Debt Service Payment Amount, which payments shall be applied first to interest due for the related Monthly Interest Period, for such related Monthly Interest Period and then to the principal amount of the Loan due in accordance with this Agreement, and lastly, to any other amounts due and unpaid pursuant to the Loan Documents hereto. On each Quarterly Payment Date, interest on the outstanding principal balance of the Loan for the applicable Quarterly Interest Period immediately preceding such

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Quarterly Payment Date shall be payable in kind by Borrower at the PIK Interest Rate, and the amount payable in kind shall be capitalized by being added to the Debt for all purposes under the Loan Agreement rather than being paid to Lender (such amount, the “PIK Accrued Amount”). Any Non-Collateral Property Excess Cash Flow paid to Lender under clause (ii) of Section 5.6 of the Member Guaranty and any Excess Cash Flow Reserve Funds (as defined in the Senior Loan Agreement) paid to Lender under Section 7.8.2(a)(iii)(x) of the Senior Loan Agreement shall be applied to reduce the PIK Accrued Amount.

2.3.2Payments Generally. The first Monthly Interest Period hereunder shall commence on and include the Funding Date and shall end on and include the fourteenth (14th) day of the first full calendar month after the Funding Date (or the 14th date of the calendar month in which the Funding Date occurs if the Funding Date occurs on or before the 14th day of such calendar month). Thereafter during the term of the Loan, each Monthly Interest Period shall commence on the fifteenth (15th) day of the calendar month preceding the calendar month in which the related Monthly Payment Date occurs and shall end on and include the fourteenth (14th) day of the calendar month in which the related Monthly Payment Date occurs. For purposes of making payments hereunder, but not for purposes of calculating Monthly Interest Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day and with respect to payments of principal due on the Maturity Date, interest shall be payable at the Interest Rate or the Default Rate, as the case may be, through and including the last day of the related Monthly Interest Period. All amounts due under this Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

2.3.3Payment on Maturity Date. Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest (including, without limitation, the PIK Accrued Amount) and all other amounts due hereunder and under the Note and the other Loan Documents.

2.3.4Late Payment Charge. If any principal, interest or any other sums due under the Loan Documents (other than the outstanding principal amount due and payable on the Maturity Date) are not paid by Borrower on or prior to the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum and the Maximum Legal Rate in order to defray 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. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.5Method and Place of Payment. Except as otherwise specifically provided herein (including due to the accrual and payment in kind of interest), all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 2:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

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2.3.6Administration Fee. If, at any time during the term of the Loan, Senior Lender is not requiring the Senior Borrower to pay the Administration Fee (as defined in the Senior Loan Agreement) in accordance with Section 2.3.6 of the Senior Loan Agreement or the Senior Loan has been refinanced or otherwise repaid in full in accordance with the terms of the Senior Loan Documents, then Borrower shall pay to Lender on each Monthly Payment Date occurring thereafter up to and including the Maturity Date, a nonrefundable administrative fee in an amount equal to $20,833.34 (the “Administration Fee”).

Section 2.4Prepayments.

2.4.1Voluntary Prepayments. (a) Except as otherwise expressly provided in this Section 2.4.1, in Section 2.4.2, and Section 2.5.1, Borrower shall not have the right to prepay the Loan in whole or in part prior to the Maturity Date.

(b)Borrower may prepay the Loan in whole, but not in part (except as set forth in Section 2.4.2); provided that (i) Borrower gives Lender not less than ten (10) Business Days and not more than sixty (60) Business Days prior written revocable notice of the amount of the Loan that Borrower intends to prepay; (ii) intentionally omitted; and (iii) Borrower pays Lender, in addition to the outstanding principal amount of the Loan to be prepaid, (A) all interest which would have accrued on the amount of the Loan to be paid (including interest at the Default Rate, if applicable) (y) if no Securitization has occurred, through the date of prepayment or (z) solely to the extent a Securitization has occurred, either (i) through and including the last day of the Monthly Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or (ii) if such prepayment occurs on a Monthly Payment Date, together with any Interest Shortfall; (B) all other sums due and payable under this Agreement, the Note, and the other Loan Documents and all of Lender’s costs and expenses (including reasonable out-of-pocket attorney’s fees and disbursements) incurred by Lender in connection with such prepayment; and (C) the Exit Fee (if any). If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1(b), the amount designated for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date, provided that Borrower shall have the right to revoke any such notice so long as Borrower pays or reimburses Lender for Lender’s reasonable out-of-pocket costs and expenses actually incurred in connection with the same.

2.4.2Mandatory Prepayments.

(a)In the event of any Liquidation Event that results in a repayment in full of the Senior Loan and there are excess Net Liquidation Proceeds After Debt Service after such repayment in full, Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited with Lender, which proceeds shall then be applied by Lender on the next Business Day towards the repayment of the Loan, including all interest accrued to the date of prepayment and any other sums then due and payable by Borrower to Lender. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. No Exit Fee, spread maintenance premium or other premium or fee shall be due in connection with any prepayment made pursuant to this Section 2.4.2(a).

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(b)Further, in the event that the Senior Loan is repaid in full, the provision of Section 2.4.2 of the Senior Loan shall be deemed incorporated herein with respect to “Mandatory Prepayments” and any such prepayment made from “Net Proceeds” thereunder shall not require the payment of any Exit Fee.

(c)In addition, Borrower shall partially prepay the Loan in connection with the release of an Individual Property from the Senior Loan in accordance with Section 2.5.2(f) of the Senior Loan Agreement. The portion of the Adjustment Release Amount paid to Lender shall be applied to the Loan in accordance with Section 2.4.1(b) hereof.

2.4.3Prepayments After Default. If, during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including, without limitation, through application of any Reserve Funds), such tender or recovery shall (a) include interest at the Default Rate on the outstanding principal amount of the Loan through the last calendar day of the Monthly Interest Period within which such tender or recovery occurs and (b) be deemed a voluntary prepayment by Borrower and shall in all instances include (i) the Exit Fee and (ii) all interest which would have accrued on the amount of the Loan to be paid through and including the Monthly Payment Date next occurring following the date of such prepayment.

2.4.4Exit Fee. Upon any repayment or prepayment of the Loan occurring prior to the date that is the third anniversary of the Funding Date (except for a prepayment under Section 2.4.2, Borrower shall pay to Lender on the date of such repayment or prepayment the Exit Fee applicable thereto. All Exit Fees hereunder shall be deemed to be earned by Lender upon the funding of the Loan.

Section 2.5Release of Collateral. Except for a repayment of the Debt in full in accordance with Section 2.4.2(a) and this Section 2.5, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of any Lien of any Collateral or the release of the Lien of the Pledge Agreement on Borrower.

2.5.1Release of Collateral Upon Payment in Full. (a)  If Borrower has elected to prepay the entire Loan and the requirements of Section 2.4 and this Section 2.5 have been satisfied, the Collateral shall be released from the Liens of Security Documents.

(a)In connection with the release of the Security Documents, Borrower shall submit to Lender, not less than ten (10) Business Days prior to the date on which Borrower intends to prepay the Loan in full, releases (and/or assignments) of Liens (and related Loan Documents) for the Collateral for execution by Lender. In addition, Borrower shall provide all other documentation of a ministerial or administrative nature that Lender reasonably requires to be delivered by Borrower in connection with such release and or/assignment.

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Section 2.6Cash Management; Reserve Funds.

(a)Borrower shall cause Senior Borrower and Holdco to comply with the Cash Management Agreement, Section 2.6 and Article VII of the Senior Loan Agreement. If, at any time during the term of the Loan, Senior Lender is not requiring Senior Borrower, as applicable, to make any of the required deposits required under Section 2.6 and Article VII of the Senior Loan Agreement or the Senior Loan has been refinanced or otherwise repaid in full in accordance with the terms of the Senior Loan Documents, then Lender shall have the right, at its option, to require Borrower to make such required deposits to Lender, in which case (i) Borrower shall establish and maintain reserve accounts, as applicable, that would operate in the same manner as the applicable Reserve Funds and irrespective of any waiver granted by Senior Lender unless contained in an amendment approved by Lender, (ii) such deposits shall be made by Borrower and disbursed by Lender substantially in accordance with the provisions of the applicable sections of the Senior Loan Agreement and the Cash Management Agreement, and (iii) the provisions of Section 2.6 and Article VII of the Senior Loan Agreement and all related definitions shall be incorporated by reference herein.

(b)To the extent reserves are established in accordance with the provisions of Section 2.6(a) hereof, to secure the full and punctual payment and performance of the Obligations, Borrower shall collaterally assign, grant a security interest in and pledges to Lender, to the extent not prohibited by Legal Requirements, a first priority continuing security interest in and to the following property of Borrower, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the “Account Collateral”):

(i)the Lockbox Account, the Cash Management Account and all cash, checks, drafts, securities entitlements, certificates, instruments and other property, including, without limitation, all deposits and/or wire transfers from time to time deposited or held in, credited to or made to the Lockbox Account and the Cash Management Account;

(ii)all interest, dividends, cash, instruments, securities entitlements and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing or purchased with funds from the Lockbox Account and the Cash Management Account; and

(iii)to the extent not covered by clause (i) or (ii) above, all proceeds (as defined under the UCC) of any or all of the foregoing.

(c)In addition to the rights and remedies herein set forth, Lender shall, at any time during which Borrower shall have granted the security interest contemplated pursuant to clause (b) above, have all of the rights and remedies with respect to the Lockbox Account and the Cash Management Account available to a secured party at law or in equity, including, without limitation, the rights of a secured party under the UCC, as if such rights and remedies were fully set forth herein. This Agreement shall constitute a security agreement for purposes of the Uniform Commercial Code and other applicable law.

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(d)Borrower shall not permit Senior Borrower or Holdco, without the prior consent of Lender, to further pledge, assign or grant any security interest in the Account Collateral or permit any Lien or encumbrance to attach thereto (other than the security interest and right of set off in favor of Lockbox Bank as set forth in the Lockbox Agreement or arising under applicable law), or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender and Senior Lender as the secured party, to be filed with respect thereto.

Section 2.7Withholding Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of Borrower under any Loan Document shall be made without deduction or withholding for any Section 2.7 Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of Borrower) requires the deduction or withholding of any Section 2.7 Tax from any such payment by Borrower, then Borrower shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Section 2.7 Tax is an Indemnified Tax, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.7) the Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b)Payment of Other Taxes by Borrower. Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law any Other Taxes.

(c)Indemnification by Borrower. Borrower shall indemnify Lender, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Lender or required to be withheld or deducted from a payment to such Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment of Section 2.7 Taxes by Borrower to a Governmental Authority pursuant to this Section 2.7, Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e)Status of Lenders. (i) Any Lender that is entitled to an exemption from or reduction of withholding Section 2.7 Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In

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addition, any Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.7(e)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Borrower,

(A)any Lender that is a U.S. Person shall deliver to Borrower on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), whichever of the following is applicable:

(1)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Section 2.7 Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Section 2.7 Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit B-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a

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“U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or Form W-8BEN-E, as applicable; or

(4)to the extent a Foreign Lender is a partnership or is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-2 or Exhibit B-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit B-4 on behalf of each such direct and indirect partner;

(C)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made; and

(D)if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower in writing of its legal inability to do so.

(f)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Section 2.7 Taxes as to

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which it has been indemnified pursuant to this Section 2.7 (including by the payment of additional amounts pursuant to this Section 2.7), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Section 2.7 Taxes giving rise to such refund), net of all out-of-pocket expenses (including Section 2.7 Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-tax position than the indemnified party would have been in if the Section 2.7 Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Section 2.7 Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Section 2.7 Taxes that it deems confidential) to the indemnifying party or any other Person.

(g)Survival. Each party’s obligations under this Section 2.7 shall survive any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under any Loan Document. Notwithstanding the foregoing or anything to the contrary set forth in this Section 2.7, Borrower shall not be obligated to pay pursuant to this Section 2.7, and Lender shall not be entitled to claim compensation pursuant to this Section 2.7, for any amounts which were incurred or which accrued more than ninety (90) days before the date Lender notified Borrower of the circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the amounts payable by Borrower under this Section 2.7.

Section 2.8Intentionally Omitted.

ARTICLE III – INTENTIONALLY OMITTED

ARTICLE IV– REPRESENTATIONS AND WARRANTIES

Section 4.1Borrower Representations. Borrower represents and warrants as of the date hereof and, subject to Section 2.1.2(d), as of the Funding Date that:

4.1.1Organization. Each of Borrower and each Individual Senior Borrower has been duly organized and is validly existing and in good standing with requisite power and authority to own the related Individual Property (with respect to Senior Borrower), the Collateral (with respect to Borrower) and to transact the businesses in which it is now engaged. Each of Borrower and each Individual Senior Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required by Legal Requirements to be so qualified in connection with its businesses and operations. Each of Borrower and each Individual Senior

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Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own the related Individual Property (with respect to Senior Borrower), the Collateral (with respect to Borrower) and to transact the businesses in which it is now engaged, except where the failure to so possess the same would not reasonably be expected to have an Individual Material Adverse Effect. The ownership interests in Borrower and each Individual Senior Borrower and U.S. federal income tax classification are as set forth on the organizational chart attached hereto as Schedule 4.1.1.

4.1.2Proceedings. Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party. This Agreement and such other Loan Documents to which it is a party have been duly executed and delivered by or on behalf of Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

4.1.3No Conflicts. The execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party by Borrower will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance (other than pursuant to the Loan Documents) upon any of the property or assets of Borrower or any Individual Senior Borrower pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, partnership agreement, management agreement or other material agreement or instrument to which Borrower or an Individual Senior Borrower is a party or by which any of the Individual Properties, the Collateral or their other property or assets is subject, nor will such action result in any violation of the provisions of any statute or any order, rule or regulation of any Governmental Authority having jurisdiction over Borrower, Senior Borrower or any of their properties or assets, and any consent, approval, authorization, order, registration or qualification of or with any court or any such Governmental Authority required for the execution, delivery and performance by Borrower of this Agreement or any other Loan Documents has been obtained and is in full force and effect.

4.1.4Litigation. Except as disclosed on Schedule 4.1.4 attached hereto and except for the PPD Dispute, there are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Borrower’s knowledge, threatened (in writing) against or affecting Borrower, Senior Borrower, Guarantor, the Collateral or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Senior Borrower, Guarantor, the Collateral or any Individual Property, would reasonably be likely to result in an Individual Material Adverse Effect. Borrower is not involved in any dispute with any taxing authority, except with respect to any real estate tax valuation that is being contested in good faith by appropriate proceedings by Borrower, in each case, as described on Schedule 4.1.4 hereto.

4.1.5Agreements. Following the transactions contemplated to be effected in connection with the Distribution, neither Borrower nor Senior Borrower is a party to any

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agreement or instrument or subject to any restriction which, absent a default thereunder, would be reasonably likely to result in an Individual Material Adverse Effect. Neither Borrower nor Senior Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Senior Borrower, the Collateral or any Individual Property is bound that would be reasonably likely to result in a Material Adverse Effect. Neither Borrower nor any Senior Borrower nor Guarantor has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Senior Borrower or Guarantor is a party or by which Borrower, Senior Borrower, Guarantor, the Collateral or the Properties are otherwise bound, other than, (a) obligations incurred in the ordinary course of the operation of the Properties as permitted pursuant to clause (xxiii) of the definition of “Special Purpose Entity” set forth in Section 1.1 hereof, (b) obligations under the Loan Documents (with respect to Borrower) and obligations under the Senior Loan Documents (with respect to Senior Borrower), (c) obligations under Permitted Encumbrances, (d) as disclosed in the most recent financial statements delivered to Lender, or (e) as disclosed on Schedule 4.1.5 attached hereto.

4.1.6Title. Each Individual Senior Borrower has good, marketable and insurable fee simple or leasehold estate title, as applicable, to the real property comprising part of its applicable Individual Property and good title to the balance of the such Individual Property, free and clear of all Liens whatsoever except the Permitted Encumbrances (as such term is defined in the Senior Loan Agreement), such other Liens as are permitted pursuant to the Senior Loan Documents and the Liens created by the Senior Loan Documents. The Permitted Encumbrances (as such term is defined in the Senior Loan Agreement) with respect to each Individual Property in the aggregate would not be reasonably likely to result in an Individual Material Adverse Effect. To Borrower’s knowledge, except for Permitted Encumbrances, there are no claims for payment for work, labor or materials affecting the Properties which are or may become a Lien prior to, or of equal priority with, the Liens created by the Senior Loan Documents. Borrower has no knowledge of any information which the Title Company could raise as a defense to Senior Borrower’s recovery of a claim under the Title Insurance Policy (as defined in the Senior Loan). Borrower owns the Collateral free and clear of all Liens whatsoever (other than Permitted Encumbrances). The Pledge Agreement, together with any Uniform Commercial Code financing statements relating to the applicable Pledged Collateral when properly filed in the appropriate records and the delivery of the certificates evidencing such interests to Lender in the State of New York, will create a valid, first priority, perfected security interest in the Pledged Collateral, all in accordance with the terms thereof. The REIT / TRS Pledge Agreement, together with any Uniform Commercial Code financing statements relating to the applicable REIT / TRS Pledged Collateral when properly filed in the appropriate records, will create a valid, perfected second priority security interest in the REIT / TRS Pledged Collateral, all in accordance with the terms thereof.

4.1.7Solvency. Borrower has (a) not entered into this transaction or executed the Note, this Agreement or any other Loan Documents with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. Giving effect to the Loan and the Loan Documents, (i) the sum of

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Borrower’s assets, at fair valuation, is and will, immediately following the making of the Loan, be greater than the sum of Borrower’s debts (including, without limitation, subordinated, unliquidated, disputed and contingent liabilities), at fair valuation, and (ii) the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur debt and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower). No Bankruptcy Action has been commenced by or against any Borrower Party or any constituent Person in the last seven (7) years. No Borrower Party nor, to Borrower’s knowledge, any of their constituent Persons are contemplating either the commencement of a Bankruptcy Action or the liquidation of all or a major portion of such Person’s assets or property, and Borrower has no knowledge of any Person contemplating the commencement of a Bankruptcy Action against any Borrower Party or such constituent Persons. For purposes of this Section 4.1.7, the term “constituent Person” shall not include any direct or indirect holders of equity interests that are publicly traded on a nationally or internationally recognized exchange.

4.1.8Full and Accurate Disclosure. No statement of fact made by Borrower in this Agreement or in any of the other Loan Documents contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading in light of the circumstances in which such statements were made. There is no material fact presently known to Borrower which has not been disclosed to Lender which would be reasonably likely to result in a Material Adverse Effect.

4.1.9ERISA.

(a)Generally. Each of Borrower, Guarantor and their ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable law relating to any “employee benefit plan” within the meaning of Section 3(3) of ERISA. Neither Borrower nor Guarantor has incurred or reasonably expects to incur any material liability for a non-exempt Prohibited Transaction (as such term is defined in Section 406 of ERISA or Section 4975 of the Code). No ERISA Event has occurred or is reasonably expected to occur that could result in a Material Adverse Effect. With respect to each Foreign Plan, and except as would not be expected to result in a Material Adverse Effect, (i) any employer and employee contributions required by law or by the terms of any Foreign Plan have been made, or, if applicable, accrued, in accordance with applicable law and normal accounting practices, (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations, as of the date hereof, with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted

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accounting principles, and (iii) each Foreign Plan that is required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities.

(b)Plan Assets; Prohibited Transactions. No Borrower Party or Guarantor is, and neither shall become an entity deemed to hold “plan assets” within the meaning of the Plan Asset Regulation. No Borrower Party or Guarantor is a “governmental plan” within the meaning of Section 3(32) of ERISA and transactions by or with Borrower or Guarantor are not subject to any state or other statute, regulation or other restriction regulating investments of, or fiduciary obligations with respect to, governmental plans within the meaning of Section 3(32) of ERISA which is similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”). Assuming the Lender does not fund any portion of the borrowings hereunder with “plan assets” as determined under the Plan Asset Regulation, the execution of this Agreement, the making of the Loan and the other transactions contemplated by the Loan Documents, including but not limited to the exercise by the Lender of its rights under the Loan Documents, are not and will not give rise to a nonexempt Prohibited Transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code, and are not prohibited or otherwise restricted by Similar Law.

4.1.10Compliance. Except as expressly set forth in the zoning reports or physical condition reports delivered to Lender prior to the Closing Date, Borrower, Senior Borrower and the Properties and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes, except to the extent where the failure to comply with respect to any Individual Property would not be reasonably likely to result in an Individual Material Adverse Effect. Neither Borrower nor Senior Borrower is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the default or violation of which with respect to any Individual Property would be reasonably likely to result in an Individual Material Adverse Effect. There has not been committed by Borrower or, to Borrower’s knowledge, any other Person in occupancy of or involved with the operation or use of the Individual Properties, any act or omission affording the federal government or any other Governmental Authority the right of forfeiture as against the Collateral or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.

4.1.11Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in connection with the Loan (a) are true, complete and correct in all material respects, (b) accurately represent in all material respects the financial condition of Borrower, the Collateral and the Properties, as applicable, as of the date of such reports, and (c) to the extent prepared or audited by an independent certified public accounting firm, have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Except for Permitted Encumbrances or as otherwise disclosed on the most recent financial statements delivered to Lender or on Schedule 4.1.5 hereto, neither Borrower nor Senior Borrower nor Guarantor has any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower or Senior Borrower and reasonably likely to have a Material Adverse Effect. Since the date of such financial statements, there has been no material adverse change in the

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financial condition, operations or business of Borrower or Senior Borrower (taken as a whole) from that set forth in said financial statements.

4.1.12Condemnation. No Condemnation or other similar proceeding has been commenced or, to Borrower’s knowledge, is threatened in writing with respect to all or any portion of any Individual Property or for the relocation of roadways providing access to any Individual Property.

4.1.13Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

4.1.14Utilities and Public Access. Except as set forth in the title commitments received by Lender prior to the Closing Date, Title Insurance Policies or the surveys of the Individual Properties delivered to Lender prior to the Closing Date, (i) each Individual Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service such Individual Property for its respective intended uses and (ii) all public utilities necessary or convenient to the full use and enjoyment of each Individual Property are located either in the public right of way abutting such Individual Property (which are connected so as to serve such Individual Property without passing over other property) or in recorded easements serving such Individual Property and such easements are set forth in and insured (or will, following the Funding Date, be insured) by the related Title Insurance Policy. All roads necessary for the use of each Individual Property for its current respective purposes have been completed and dedicated to public use and accepted by all Governmental Authorities.

4.1.15Not a Foreign Person. Neither Borrower nor Senior Borrower is a “foreign person” within the meaning of §1445(f)(3) of the Code.

4.1.16Separate Lots. Except as set forth in the title commitments received by Lender prior to the Closing Date or the Title Insurance Policies delivered to Lender prior to the Closing Date, each Individual Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of such Individual Property.

4.1.17Assessments. Except as set forth in the title commitments received by Lender prior to the Closing Date or the Title Insurance Policies delivered to Lender prior to the Closing Date, (i) there are no pending or proposed special or other assessments for public improvements or otherwise affecting any Individual Property or the Collateral, nor (ii) are there any contemplated improvements to any Individual Property that may result in such special or other assessments.

4.1.18Enforceability. The Loan Documents are enforceable by Lender (or any subsequent holder thereof) in accordance with their respective terms, subject to principles of

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equity and bankruptcy, insolvency and other laws generally applicable to creditors’ rights and the enforcement of debtors’ obligations. The Loan Documents are not subject to any right of rescission, set off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject to principles of equity and bankruptcy, insolvency and other laws generally affecting creditors’ rights and the enforcement of debtors’ obligations), and neither Borrower nor Guarantor has asserted any right of rescission, set off, counterclaim or defense with respect thereto.

4.1.19No Prior Assignment. There are no prior assignments by Senior Borrower of the Leases or any portion of the Rents due and payable or to become due and payable which are presently outstanding.

4.1.20Insurance. Borrower has obtained (or caused Senior Borrower to obtain) and has delivered to Lender certified copies of (or certificates evidencing) the Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. Except as set forth on Schedule 4.1.20 attached hereto, no material claims have been made or are currently pending, outstanding or otherwise remain unsatisfied under any such Policy, and neither Borrower, Senior Borrower nor, to Borrower’s knowledge, any other Person, has knowingly done, by act or omission, anything which would materially impair the coverage of any such Policy.

4.1.21Use of Property. Each Individual Property is used exclusively for office and related commercial purposes and other appurtenant and related uses.

4.1.22Certificate of Occupancy; Licenses. Except as disclosed in the zoning reports delivered to Lender prior to the Closing Date, to Borrower’s knowledge, all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of each Individual Property have been obtained and are in full force and effect, except where the failure to obtain, or maintain in full force and effect, the same would not be reasonably likely to result in an Individual Material Adverse Effect. The use being made of each Individual Property is in conformity with the certificate of occupancy issued for such Individual Property.

4.1.23Flood Zone. Except as disclosed in the Surveys delivered to Lender or in the flood determination obtained by Lender prior to the Closing Date, none of the Improvements on any Individual Property are located in an area as identified by the Federal Emergency Management Agency as an area having special flood hazards, or, if so located, the flood insurance required pursuant to Section 6.1(a)(i) is in full force and effect with respect to such Individual Property.

4.1.24Physical Condition. Except as disclosed in the property condition reports delivered to Lender prior to the Closing Date, (i) each Individual Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural

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components, are in good condition, order and repair in all material respects; (ii) to Borrower’s knowledge, there exists no structural or other material defects or damages in any Individual Property, whether latent or otherwise, other than those that would not be reasonably likely to result in an Individual Material Adverse Effect, and (iii) neither Borrower nor Senior Borrower has received notice from any insurance company or bonding company of any defects or inadequacies in any Individual Property, or any part thereof, which would adversely affect 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.

4.1.25Boundaries. Except as may be disclosed on the Surveys delivered to Lender prior to the Closing Date, (a) to Borrower’s knowledge, all of the improvements which were included in determining the appraised value of each Individual Property lie wholly within the boundaries and building restriction lines of such Individual Property, (b) no improvements on adjoining properties encroach upon any Individual Property in any material respects, and (c) no easements or other encumbrances upon any Individual Property encroach upon any of the Improvements, so as to materially affect the value of the applicable Property except those which are insured (or will, following the Funding Date, be insured) against by the applicable Title Insurance Policy.

4.1.26Leases. The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To Borrower’s knowledge, no Person other than Senior Borrower has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, (1) the current Leases are in full force and effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (341 Carlson Circle, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (28588 Northwestern Hwy, Southfield, MI 48034), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”), (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding, (5) except as disclosed thereon, no Tenant listed on Schedule 4.1.26-A has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than as set forth on Schedule 4.1.26-C

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attached hereto. None of the Tenants holding leasehold interests with to the Property is Affiliated with Borrower.

4.1.27Intentionally Omitted

4.1.28Inventory. To the extent required to be maintained by Borrower or Senior Borrower, all of the Equipment, Fixtures and Personal Property are sufficient to operate the Properties in the manner required hereunder and under the Senior Loan Agreement and in the manner in which it is currently operated.

4.1.29Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person with respect to the transfer of the Individual Properties to their respective Individual Senior Borrowers under applicable Legal Requirements have been paid (or will be paid at or prior to the Closing Date). All stamp, intangible or other similar tax required to be paid by any Person under applicable Legal Requirements currently in effect in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid (or will be paid simultaneously herewith).

4.1.30Special Purpose Entity/Separateness. (a)  Until the Debt has been paid in full, Borrower hereby represents, warrants and covenants that Borrower and NLO Pledgor LLC, a Delaware limited liability company, shall be and shall continue to be a Special Purpose Entity.

(b)The representations, warranties and covenants set forth in Section 4.1.30(a) shall survive until repayment in full of the Debt.

(c)Any and all of the stated facts and assumptions made in any Insolvency Opinion, including, but not limited to, any exhibits attached thereto, will have been and shall be true and correct in all respects, and Borrower will have complied and will comply with all of the stated facts and assumptions made with respect to it in any Insolvency Opinion. Each entity other than Borrower with respect to which an assumption is made or a fact stated in any Insolvency Opinion will have complied and will comply with all of the assumptions made and facts stated with respect to it in any such Insolvency Opinion. Borrower covenants that in connection with any Additional Insolvency Opinion delivered in connection with this Agreement it shall provide an updated certification regarding compliance with the facts and assumptions made therein.

(d)Borrower covenants and agrees that (i) Borrower shall provide Lender with fifteen (15) days’ written notice prior to the removal of an Independent Director of Borrower (other than to the extent resulting from the death, disability, resignation (unless such resignation is requested or demanded by any Borrower Party) or incapacity of the applicable Independent Director), and (ii) no Independent Director shall be removed other than for Cause.

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(e)The organizational documents for Borrower and NLO Pledgor LLC shall provide that except for duties to such Person as set forth in the organizational documents (including duties to the member and such Person’s creditors solely to the extent of their respective economic interests in such Person, but excluding (i) all other interests of the member, (ii) the interests of other Affiliates of such Person, and (iii) the interests of any group of Affiliates of which such Person is a part), the Independent Directors shall not have any fiduciary duties to the member, any officer or any other Person bound by the applicable organizational documents; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. The organizational documents for Borrower and NLO Pledgor LLC shall provide that to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Limited Liability Company Act, an Independent Director shall not be liable to such Person, the member or any other Person bound by the applicable organizational documents for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. The organizational documents for Borrower and NLO Pledgor LLC shall provide that all right, power and authority of the Independent Directors shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in the applicable organizational documents. The organizational documents for Borrower and NLO Pledgor LLC shall provide that notwithstanding any other provision of the applicable organizational documents to the contrary, each Independent Director, in its capacity as an Independent Director, may only act, vote or otherwise participate in those matters referred to in clause (x) of the definition of “Special Purpose Entity” or as otherwise specifically required by the applicable organizational documents, and such Independent Director’s act, vote or other participation shall not be required for the validity of any action taken by the member or board of directors of such Person unless, pursuant to the provisions of Section 9(c)(iii) of Borrower’s operating agreement or as otherwise specifically provided in the applicable organizational documents, such action would be invalid in the absence of the affirmative vote or consent of such Independent Director.

(f)If, at any time during the term of the Loan, Senior Lender is not requiring the Borrower Parties (as defined in the Senior Loan Agreement) to comply with the provisions of Section 4.1.30 of the Senior Loan Agreement or the Senior Loan has been refinanced or otherwise repaid in full in accordance with the terms of the Senior Loan Documents, then Borrower covenants and agrees with Lender that such Borrower Parties (as defined in the Senior Loan Agreement) shall continue to comply with Section 4.1.30 of the Senior Loan Agreement and such provisions and all related defined terms shall be incorporated by reference herein.

4.1.31Management Agreement. Each Management Agreement is in full force and effect and, to Borrower’s knowledge, neither Borrower nor Senior Borrower has given nor received any written notice of default that has not previously been resolved.

4.1.32Illegal Activity. No portion of the Collateral has been or will be purchased by Borrower with proceeds of any illegal activity.

4.1.33No Change in Facts or Circumstances; Disclosure. All information submitted by and on behalf of Borrower to Lender and in all financial statements, rent rolls

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(including the rent roll attached hereto as Schedule 4.1.26-A), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and all statements of fact made by Borrower in this Agreement or in any other Loan Document, are true, complete and correct in all material respects as of the date they were provided; provided, that Borrower’s representation with respect to reports prepared by third parties is limited to Borrower’s knowledge (except to the extent of information in such reports provided by or on behalf of Borrower or Guarantor). Taking into account the transactions contemplated to occur in connection with the Distribution, there has been no material adverse change in any condition, fact, circumstance or event that would make any such information inaccurate, incomplete or otherwise misleading in any material respect or that otherwise be reasonably likely to result in a Material Adverse Effect.

4.1.34Investment Company Act. Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Energy Policy Act of 2005, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money or (d) required to be registered as an “investment company” as defined in Section 3(a)(1) of the Investment Company Act of 1940, as amended, or relying on the exemptions from registration set forth in Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended.

4.1.35Embargoed Person. As of the date hereof and at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower and Guarantor constitute property of, or are beneficially owned, directly or, to Borrower’s knowledge, indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or, to Borrower’s knowledge, indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from any unlawful activity with the result that the investment in Borrower or Guarantor, as applicable (whether directly or indirectly), is prohibited by law or the Loan is in violation of law. The foregoing shall not apply to any indirect holders of equity interests in Borrower or direct or indirect holders of equity interests in Guarantor that are publicly traded on a nationally or internationally recognized exchange.

4.1.36Principal Place of Business; State of Organization. Borrower’s principal place of business as of the date hereof is the address set forth in the introductory paragraph of this Agreement. Borrower is organized under the laws of the state of Delaware and its organizational identification number is 7624822.

4.1.37Intentionally Omitted.

4.1.38Intentionally Omitted.

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4.1.39Taxes. (a) Borrower has timely filed or caused to be filed all material tax returns and reports required to have been filed by it and has timely paid or caused to be paid all material Section 2.7 Taxes required to have been paid by it, except for (i) any such Section 2.7 Taxes that are being contested in good faith by appropriate proceedings and for which Borrower has set aside on its books adequate reserves in accordance with GAAP, and (ii) Taxes and Other Charges, the payment of which shall be governed by Section 5.1.2 hereof.

(b)Neither Borrower nor any of its Subsidiaries (i) have taken any action, caused any action to be taken, failed to take any action or caused any action to fail to be taken, which action or failure to act could reasonably be expected to prevent the Intended Tax Treatment, and (ii) know of any facts or circumstances that could reasonably be expected to prevent the Intended Tax Treatment.

4.1.40Anti-Corruption. Borrower represents and warrants that, in connection with this Agreement, Borrower, Guarantor and, to Borrower’s knowledge, each Person that has an economic interest in Borrower, in each case has complied with and will continue to comply with all applicable anti-bribery and corruption laws and regulations in the United States, including the U.S. Foreign Corrupt Practices Act of 1977 (the “Anti-Corruption Obligation”). Borrower or its upstream Affiliate shall, at all times throughout the term of the Loan, maintain and enforce appropriate policies, procedures and controls reasonably designed to ensure compliance with the Anti-Corruption Obligation. The foregoing shall not apply to any indirect holders of equity interests in Borrower or direct or indirect holders of equity interests in Guarantor that are publicly traded on a nationally or internationally recognized exchange.

4.1.41Intentionally Omitted.

4.1.42Intentionally Omitted.

4.1.43REA. Each REA is in full force and effect and neither Borrower nor, to Borrower’s knowledge, any other party to any REA, is in default thereunder, and to Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default thereunder. Except as described herein, the REA has not been modified, amended or supplemented.

4.1.44Senior Loan.

(a)All of the representations and warranties of Senior Borrower contained in the Senior Loan Documents are (i) true and correct (except to the extent that such representation or warranty is made as of a specific date, in which event, such representation or warranty shall be true and correct as of such date only) in all material respects, and (ii) hereby incorporated into this Agreement and deemed made by Borrower hereunder (with any reference to “Borrower’s knowledge” or words of similar import meaning to the knowledge of Borrower) as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by Senior Lender or to whether the Senior Loan has been repaid, unless otherwise consented to in writing by Lender.

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(b)As of the Closing Date, no “Event of Default” (as defined in the Senior Loan Agreement) has occurred.

4.1.45Pledged Collateral.

(i)Borrower is the sole beneficial owner of the Pledged Collateral that is pledged pursuant to the Borrower Pledge Agreement and Member is the sole beneficial owners of the Pledged Collateral that is pledged pursuant to the Member Pledge Agreement, and no Lien exists or will exist (except the Permitted Encumbrances) upon the Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person). The Pledged Collateral is not and will not be subject to any contractual restriction upon the transfer thereof (except for any such restriction contained in the Pledge Agreement or the organizational documents of Senior Borrower or Member, as applicable).

(ii)Holdco is the sole beneficial owners of the REIT / TRS Pledged Collateral that is pledged pursuant to the REIT / TRS Pledge Agreement, and no Lien exists or will exist (except the Permitted Encumbrances and Liens in favor of Senior Lender) upon the REIT / TRS Pledged Collateral at any time (and no right or option to acquire the same exists in favor of any other Person other than Senior Lender).

(iii)The Pledged Collateral have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to any options to purchase or similar rights of any Person.

(iv)The REIT / TRS Pledged Collateral have been duly authorized and validly issued and are fully paid and non-assessable and are not subject to any options to purchase or similar rights of any Person (other than Senior Lender).

Section 4.2Survival of Representations. Borrower agrees that all of the representations and warranties of Borrower set forth in Section 4.1 hereof and elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any amount remains owing to Lender under this Agreement or any of the other Loan Documents by Borrower. All representations, warranties, covenants and agreements made in this Agreement or in the other Loan Documents by Borrower shall be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.

ARTICLE V – BORROWER COVENANTS

Section 5.1Affirmative Covenants. . From the date hereof and until payment and performance in full of the Debt or, with respect to any Individual Property and the Individual Senior Borrower that owns the same (so long as such Individual Senior Borrower does not own other Property that remains subject to the Loan), the earlier release of the Lien of the Mortgage encumbering such Individual Property (and all related obligations) in accordance with the terms of the Senior Loan Agreement and the other Senior Loan Documents, Borrower hereby covenants and agrees with Lender that:

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5.1.1Existence; Compliance with Legal Requirements. Borrower shall do or cause to be done all things necessary to (a) preserve, renew and keep in full force and effect its (i) existence and (ii) any material rights, licenses, permits and franchises and (b) subject to such Borrower’s right to contest such Legal Requirements in accordance with this Section 5.1.1, comply, and cause Senior Borrower to comply, in all material respects with all Legal Requirements applicable to it, the Collateral and the Properties, including, without limitation, building and zoning codes and certificates of occupancy. There shall never be committed by Borrower, and Borrower shall never knowingly permit any other Person in occupancy of or involved with the operation or use of the Properties or Collateral to commit any act or omission affording the federal government or any state or local government the right of forfeiture against the Collateral, any Individual Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, knowingly permit or knowingly suffer to exist any act or omission affording such right of forfeiture. Borrower shall, or shall cause Senior Borrower to, at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of its property material to its conduct of its business and shall keep the Properties in good working order and repair (ordinary wear and tear and Casualty excepted), and from time to time make, or cause to be made, all reasonably necessary repairs, renewals, and replacements thereto, all as more fully provided in the Loan Documents. Borrower shall keep, or cause Senior Borrower to keep, the Properties insured at all times under Policies in compliance with Article VI of this Agreement. After prior written notice to Lender, Borrower or Senior Borrower, at Borrower’s or Senior Borrower’s own expense, may contest by appropriate legal proceeding promptly initiated and conducted in good faith and with due diligence, the validity of any Legal Requirement, the applicability of any Legal Requirement to Borrower, Senior Borrower or any Individual Property or any alleged violation of any Legal Requirement; provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Senior Borrower to, promptly upon final determination thereof comply, in all material respects, with any such Legal Requirement determined to be valid or applicable or cure any violation of any Legal Requirement; (v) such proceeding shall suspend the enforcement of the contested Legal Requirement against Borrower, Senior Borrower or any Individual Property; and (vi) if Borrower or Senior Borrower has not paid any contested amounts under protest such that no security is so required, Borrower shall furnish, or cause Senior Borrower to furnish, such security as may be required in the proceeding, or as may be reasonably requested by Lender (to the extent no such security is required to be deposited with Senior Lender), to ensure compliance with such Legal Requirement, together with all interest and penalties payable in connection therewith (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may apply any such security, as necessary to cause compliance with such Legal Requirement at any time when, in the reasonable judgment of Lender, the validity, applicability or violation of such Legal Requirement is finally established and Borrower does not timely comply therewith, or cause Senior Borrower

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to comply therewith, or any Individual Property (or any part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost.

5.1.2Taxes and Other Charges. Subject to the provisions of this Section 5.1.2, Borrower shall, or shall cause Senior Borrower to, pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against it, the Collateral or any of the Properties or any part thereof prior to the same becoming delinquent; provided, however, Borrower’s obligation to directly pay Taxes shall be suspended for so long as (and to the extent that) Senior Borrower complies with the terms and provisions of Section 7.2 of the Senior Loan Agreement. Borrower will deliver to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than two (2) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes are required to be paid by Lender pursuant to Section 7.2 of the Senior Loan Agreement and sufficient funds are in the Tax and Insurance Escrow Fund to make such payment). Borrower shall not suffer and shall promptly cause to be paid and discharged any Lien or charge whatsoever which may be or become a Lien or charge against the Collateral or Properties other than Permitted Encumbrances, and shall promptly pay for all utility services provided to the Properties. After prior written notice to Lender, Borrower or Senior Borrower, at Borrower’s or Senior Borrower’s own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges or any Lien filed against the Property or Collateral; provided that (i) no Event of Default has occurred and remains uncured; (ii) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower is subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (iii) no Individual Property, the Collateral nor any part thereof or interest therein will be in imminent danger of being sold, forfeited, terminated, cancelled or lost; (iv) Borrower shall, or shall cause Senior Borrower, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges or the amount of such Lien, together with all costs, interest and penalties which may be payable in connection therewith; (v) either such Taxes or Other Charges or the amount of the Lien shall have been paid under protest or such proceeding shall suspend the collection of such contested Taxes or Other Charges from the applicable Individual Property or Collateral; and (vi) if Borrower, Senior Borrower or Lender have not paid such Taxes or Other Charges or the amount of such Lien under protest, Borrower shall, or shall cause Senior Borrower to, furnish such security as may be required in the proceeding, or, if none, as may be requested by Lender (to the extent the same is not required by Senior Lender), to ensure the payment of any such Taxes or Other Charges or the amount of such Lien, together with all interest and penalties thereon (but in no event more than an amount equal to one-hundred twenty-five percent (125%) of the amount being contested). Lender may pay over any such cash deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Lender, the entitlement of such claimant is established and Borrower (or Senior Borrower) has not timely paid the same or the Collateral or any Individual Property (or part thereof or interest therein) shall be in imminent danger of being sold, forfeited, terminated, cancelled or lost or there shall be any imminent danger of the Lien of the Pledge Agreement

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being primed by any related Lien. Notwithstanding anything to the contrary set forth herein, to the extent any such Taxes and Other Charges are actually paid directly by Tenant prior to delinquency, the obligations of Borrower hereunder to pay, or cause Senior Borrower to pay, the same shall be deemed satisfied.

5.1.3Litigation. Borrower shall give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened (in writing) against Borrower, Senior Borrower and/or Guarantor which, if adversely determined, would be reasonably likely to result in an Individual Material Adverse Effect or a Material Adverse Effect.

5.1.4Access to the Properties. Subject to the rights of Tenants under Leases and the Manager under any applicable Management Agreement, Borrower shall, or cause Senior Borrower to, permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice; provided, that so long as no Event of Default is continuing, Lender shall not exercise such inspection right more than once in each twelve (12) month period for any Individual Property, except in connection with any secondary market transaction for the Loan described in Article IX.

5.1.5Notice of Default. Borrower shall promptly advise Lender of any Individual Material Adverse Effect or Material Adverse Effect of which Borrower has knowledge, or of the occurrence of any monetary or material non-monetary Default or Event of Default of which Borrower has knowledge.

5.1.6Cooperate in Legal Proceedings. Borrower shall, and shall cause Senior Borrower to, reasonably cooperate with Lender with respect to any proceedings before any court, board or other Governmental Authority which would reasonably be expected to materially and adversely affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

5.1.7Intentionally Omitted.

5.1.8Intentionally Omitted.

5.1.9Further Assurances. Borrower shall, at Borrower’s and/or Senior Borrower’s sole cost and expense:

(a)promptly following written request from Lender, furnish, or cause Senior Borrower to furnish, to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or Senior Borrower pursuant to the terms of the Senior Loan Documents or which are reasonably requested by Lender in connection therewith;

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(b)execute and deliver to Lender, or cause Senior Borrower to execute and deliver, such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the Obligations of Borrower, as Lender may reasonably require; and

(c)do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

In no event shall any document or agreement to be executed by Borrower pursuant to this Section 5.1.9 increase Borrower’s or its Affiliates’ obligations or decrease Borrower’s or its Affiliates’ rights under the Loan Document, in either case, to more than a de minimis extent.

5.1.10Principal Place of Business, State of Organization. Borrower will not cause or permit any change to be made in its name, identity (including its trade name or names), place of organization or formation (as set forth in Section 4.1.36 hereof) or Borrower’s limited liability company or partnership or other structure (except as permitted pursuant to Section 5.2.10 hereof); provided that with respect to a change of name only, Borrower shall be permitted to make such change if Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action reasonably required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, and the other Loan Documents. Borrower shall not change its organizational structure (except as a result of any Transfer that is expressly permitted by Section 5.2.10 hereof) or place of organization or formation without first obtaining the prior written consent of Lender, which consent may be given or denied in Lender’s sole discretion. Upon Lender’s written request, Borrower shall, at Borrower’s sole cost and expense, execute and deliver additional security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization approved in accordance with the foregoing sentence. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, has been for the preceding four months (or, if less, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth at the introductory paragraph of this Agreement. Borrower shall not change its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number.

5.1.11Financial Reporting. (a)  Borrower will keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, in accordance with the requirements for a Special Purpose Entity set forth herein and GAAP (or such other accounting basis acceptable to Lender), proper and accurate books, records and accounts reflecting all of the financial affairs of

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Borrower and all items of income and expense in connection with the operation on an individual basis of the Properties. Borrower will also keep and maintain or will cause to be kept and maintained on a quarterly basis a tax basis fixed asset schedule reflecting the adjusted basis of the Individual Properties and any net operating loss carryforwards of the Corporate Entities for U.S. federal income tax purposes (the “Tax Basis Schedule”). Lender shall have the right from time to time at all times during normal business hours upon reasonable notice to examine such books, records and accounts and the Tax Basis Schedule at the office of Borrower or any other Person maintaining such books, records and accounts and/or the Tax Basis Schedule, and to make such copies or extracts thereof as Lender shall desire. After the occurrence and during the continuance of an Event of Default, Borrower shall pay any reasonable out-of-pocket costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Properties, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest.

(b)Borrower will furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual financial statements prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender) and accompanied by an Officer’s Certificate certifying that the same is true, correct and complete in all material respects as of its stated date, covering the Properties and the Collateral on a combined basis as well as each Individual Property for such Fiscal Year and containing statements of profit and loss for Borrower, the Collateral and the Properties and a balance sheet for Borrower. Such statements shall set forth the financial condition and the results of operations for the Properties and the Collateral for such Fiscal Year, and shall include, but not be limited to, amounts representing annual net operating income, net cash flow, gross income, and operating expenses.

(c)Borrower will furnish, or cause to be furnished, to Lender (i) on or before fifteen (15) days after the end of each calendar month the following items: (A) monthly and year-to-date unaudited statements of revenues and expenses for the Properties and an operating statement (including but not limited to, a balance sheet and a statement of revenues and expenses) for the year to date and for such calendar month prepared in accordance with GAAP (or such other accounting basis reasonably acceptable to Lender), accompanied by an Officer’s Certificate certifying that the same is true, correct and complete in all material respects as of its stated date, and showing actual sources and uses of cash during the preceding calendar month; (B) all operating statements prepared by Manager under the applicable Management Agreement, if applicable; and (C) (w) a rent roll and a summary of all leasing activity, in form reasonably acceptable to Lender, (x) if applicable, a delinquency report setting forth any arrearages under the Leases, (y) on or before fifteen (15) days after the end of each calendar quarter, an Officer’s Certificate certifying the amount of Non-Collateral Property Excess Cash Flow available to be applied to the PIK Accrued Amount, (z) if applicable, a report setting forth the identity of each Tenant, if any, for which Borrower or Senior Borrower has accepted rent more than one (1) month in advance and the amount of such rent accepted by Borrower or Senior Borrower (other than the following Leases, pursuant to which the Tenants pay on a quarterly basis: (A) Grande Communications Networks, Inc. (341 Carlson Circle, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (28588 Northwestern Hwy, Southfield, MI 48034), and (ii) on or before fifteen (15) days

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after the end of each calendar quarter or, if requested by Lender, a disposition of an Individual Property, the Tax Basis Schedule accompanied by an Officer’s Certificate certifying that the same is true, correct and complete in all material respects and that no Event of Default has occurred pursuant to Section 8.1(a)(xxi). In addition, such Officer’s Certificate described in clause (i) shall also state that the representations and warranties of Borrower set forth in Section 4.1.30 are true and correct as of the date of such certificate. Borrower will furnish, or cause to be furnished, to Lender on or before fifteen (15) days after the end of each calendar month for any Individual Properties that are being marketed for sale to third-parties a quarterly sales report containing the information required in Schedule 5.1.11(c) hereto.

(d)For the Fiscal Year ending on December 31, 2025, and for each Fiscal Year thereafter, Borrower shall, or shall cause Senior Borrower to, submit to Lender an Annual Budget not later than sixty (60) days prior to the commencement of such period or Fiscal Year in form reasonably satisfactory to Lender. The Annual Budget, and any proposed revisions thereto, shall be subject to Lender’s written approval (each such Annual Budget, together with any subsequent revisions approved by Lender, an “Approved Annual Budget”), such approval not to be unreasonably withheld, conditioned or delayed. In the event that Lender objects to a proposed Annual Budget submitted by Borrower, Lender shall advise Borrower of such objections within fifteen (15) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, or cause Senior Borrower to, promptly revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower of any objections to such revised Annual Budget within ten (10) days after receipt thereof (and deliver to Borrower a reasonably detailed description of such objections) and Borrower shall, or cause Senior Borrower to, promptly revise the same in accordance with the process described in this subsection until Lender approves the Annual Budget. Until such time that Lender approves a proposed Annual Budget, the most recently Approved Annual Budget shall apply; provided that, such Approved Annual Budget shall be adjusted to reflect actual increases in Taxes, Insurance Premiums and Other Charges, utilities and other non-discretionary charges.

(e)In the event that Borrower or Senior Borrower must incur an extraordinary operating expense or capital expense not set forth in the Approved Annual Budget (each an “Extraordinary Expense”), then Borrower shall, or cause Senior Borrower to, promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval, such approval not to be unreasonably withheld, conditioned or delayed (taking into account the circumstance).

(f)Borrower shall, or cause Senior Borrower to, furnish to Lender, within ten (10) Business Days after written request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the Properties and the financial affairs of Borrower as may be reasonably requested by Lender; provided, that Borrower shall not be required to provide any such information to the extent such information or documents are not in the possession or control of Borrower or its Affiliates and such information would be unduly burdensome or costly for Borrower to deliver.

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(g)Subject to the confidentiality provisions set forth in any applicable Lease, Borrower shall, or cause Senior Borrower to, furnish to Lender, within ten (10) Business Days after Lender’s written request (or as soon thereafter as may be reasonably possible), financial information from any Tenant designated by Lender (to the extent such financial information is required to be provided under the applicable Lease and same is received by Borrower or its Affiliates after request therefor).

(h)Borrower will cause Guarantor to furnish to Lender annually, within one hundred twenty (120) days following the end of each Fiscal Year of Guarantor, financial statements audited by an independent certified public accountant, which shall include an annual balance sheet and profit and loss statement of Guarantor and shall include or attach statements of profit and loss for Borrower, each Individual Senior Borrower and each Individual Property and a balance sheet for Borrower, each Individual Senior Borrower, such financial statements in the form reasonably required by Lender.

(i)Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i)  via email with report files in electronic form of Microsoft Word, Microsoft Excel or.pdf format, and (ii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic form and prepared using Microsoft Excel for Windows files (which files may be prepared using a spreadsheet program and saved as word processing files). Borrower agrees that Lender may disclose information regarding the Properties and Borrower that is provided to Lender pursuant to this Section 5.1.11 in connection with any assignment or participation of the Loan in accordance with Section 9.2.

5.1.12Business and Operations. Borrower shall continue to engage in the ownership of the indirect limited liability company interests and limited partnership interests in the Individual Senior Borrowers, as applicable, and Senior Borrower shall, taking into account the transactions contemplated to be effectuated in connection with the Distribution, continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties. Borrower will, and will cause each Individual Senior Borrower to, qualify to do business and will remain in good standing under the laws of each jurisdiction of its formation as and to the extent the same are required for the direct and indirect ownership, maintenance, management and operation of the Properties, except to the extent the failure to do so would be reasonably likely to result in an Individual Material Adverse Effect.

5.1.13Title to the Collateral Properties. Borrower will warrant and defend, or cause Member to warrant and defend, (a) the title to the Collateral and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Lien of the Pledge Agreement on the Pledged Collateral, in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any actual out-of-pocket losses, costs, damages (but expressly excluding indirect, consequential, and punitive damages of any kind, except to the extent of consequential and indirect damages owed by Lender to an unaffiliated third party) or expenses (including reasonable out-of-pocket attorneys’ fees

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and expenses) incurred by Lender if an interest in any Collateral, the Property or Senior Borrower, other than as permitted hereunder, is claimed by another Person. Borrower will cause Senior Borrower to warrant and defend (a) Senior Borrower’s title to the Property and every part thereof, subject only to the Liens expressly permitted hereunder and under the Senior Loan Documents (which include Permitted Encumbrances under this Agreement and Permitted Encumbrances (as such term is defined under the Senior Loan Agreement)) and (b) the validity and priority of the Lien of the Mortgage on the Property, in each case, against the claims of all Persons whomsoever and subject only to the Permitted Encumbrances. Borrower shall not, and shall not permit Senior Borrower to, create, incur, assume or suffer any Lien on any portion of the Property (except for Permitted Encumbrances under this Agreement and Permitted Encumbrances (as such term is defined under the Senior Loan Agreement)) or on any direct or indirect interest in Senior Borrower owned by a Borrower Party other than any Borrower Preferred Interests or Subsidiary REIT Preferred Interests (except for Permitted Encumbrances under this Agreement and Permitted Encumbrances (as such term is defined under the Senior Loan Agreement)).

5.1.14Costs of Enforcement. In the event (a) that the Security Documents are foreclosed upon in whole or in part or that the Security Documents are put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any security agreement prior to or subsequent to any Security Document in which proceeding Lender is made a party, or (c) of a Bankruptcy Action in respect of Borrower or any of its constituent Persons or an assignment by Borrower or any of its constituent Persons for the benefit of its creditors, Borrower, its successors or assigns, shall be chargeable with and agrees to pay all costs of collection and defense, including reasonable attorneys’ fees and expenses, incurred by Lender or Borrower in connection therewith and in connection with any appellate proceeding or post judgment action involved therein, together with all required service or use taxes, in each case, in accordance with and subject to the terms of Section 10.13 hereof.

5.1.15Estoppel Statement. (a)  After written request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the original principal amount of the Note, (ii) the unpaid principal amount of the Note, (iii) the Interest Rate of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, claimed by Borrower, and (vi) that the Note, this Agreement, the Pledge Agreement and the other Loan Documents are valid, legal and binding obligations (subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and have not been modified or if modified, giving particulars of such modification.

(b)Borrower shall use commercially reasonable efforts deliver to Lender upon written request, tenant estoppel certificates from each commercial Tenant leasing space at the Properties in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year.

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(c)Borrower shall use commercially reasonable efforts to deliver to Lender upon written request, estoppel certificates from each party to any REAs, in form and substance reasonably satisfactory to Lender; provided, that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year.

5.1.16Loan Proceeds. Borrower shall use the proceeds of the Loan received by it on the Funding Date only for the purposes set forth in Section 2.1.4 hereof.

5.1.17Intentionally Omitted.

5.1.18Intentionally Omitted.

5.1.19Intentionally Omitted.

5.1.20Leasing Matters. Any Major Leases shall be subject to the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Lender’s approval of any Major Lease shall not be required if Borrower satisfies the following conditions: (i) such Major Lease provides for net effective rent of at least 90% of the net effective rent of the existing Lease for the leased premises, (ii) the term of such Major Lease is at least five (5) years and (iii) Borrower delivers to Lender an Officer’s Certificate certifying that the requirements in the preceding clauses (i) and (ii) have been satisfied. Upon written request, Borrower shall, or cause Senior Borrower to, furnish Lender with executed copies of all Leases not previously delivered to Lender. All renewals of Leases and all proposed Leases shall provide for rental rates comparable to existing local market rates. All proposed Leases shall be on commercially reasonable terms and shall not contain any terms which would materially affect Lender’s rights under the Loan Documents. Borrower shall, or shall cause Senior Borrower to: (i)  observe and perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii)  enforce (and Borrower and Senior Borrower may amend or terminate) the terms, covenants and conditions contained in the Leases upon the part of the lessee thereunder to be observed or performed in a commercially reasonable manner and in a manner not reasonably likely to materially impair the value of the Individual Property involved except that no termination by Borrower or Senior Borrower or acceptance of surrender by a Tenant of any Leases shall be permitted unless by reason of a tenant default and then only in a commercially reasonable manner to preserve and protect the Individual Property; provided, however, that, except for an as-of-right termination exercised by a Tenant under its Lease, no such termination or surrender of any Major Lease or any Lease for all or substantially all of the Improvements at an Individual Property will be permitted without the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed); (iii) not collect any of the rents more than one (1) month in advance (other than security deposits and Lease Termination Payments which constitute prepaid Rents) other than the following Leases, which Lender acknowledges and agreed are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (341 Carlson Circle, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (28588 Northwestern Hwy, Southfield, MI 48034); (iv)  not execute any other assignment of lessor’s interest in the Leases or the Rents (except as contemplated by the Senior Loan Documents or the Loan Documents); and (v)  not alter, modify or change the terms of the Leases in a manner inconsistent with the provisions of the Loan Documents or Senior Loan Documents.

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Notwithstanding anything to the contrary contained herein, all new Leases and all amendments, modifications, extensions, and renewals of existing Leases with Tenants that are Affiliates of Borrower shall be subject to the prior written consent of Lender. As of the Closing Date and as of the Funding Date, there are no Affiliated Tenants at the Property. Lender hereby approves the BCBS Lease Modifications; provided, however, that (i) Borrower shall promptly provide Lender with copies of any definitive agreements entered into in connection with the BCBS Lease Modifications and (ii) if there are any material changes to the economic terms or material non-economic terms described in the BCBS LOI, then such changes shall be subject to Lender’s prior written approval, not to be unreasonably withheld, conditioned or delayed. For clarity, the Lease Termination Payments made in connection with the BCBS Lease Modifications shall be applied to reduce the Senior Release Amount and the Release Amount for the applicable Individual Properties on a pro rata basis.

5.1.21Alterations. Borrower shall obtain Lender’s prior written consent (not to be unreasonably withheld) to any alterations to any Improvements, if (i) the total unpaid amounts due and payable with respect to any such alterations to the Improvements at any Individual Property (other than such amounts to be paid or reimbursed by Tenants under the Leases) shall exceed three percent (3%) of the Release Amount for such Individual Property (the “Threshold Amount”) or (ii) any such alterations would reasonably be expected to have an Individual Material Adverse Effect. Notwithstanding the foregoing, Lender’s consent shall not be required for alterations made in connection with (a) tenant improvement work performed pursuant to the terms of any Lease executed on or before the date hereof or in accordance with the terms hereof, (b) alterations that a Tenant has the right to perform without obtaining Borrower consent pursuant to the terms of its Lease, or (c) alterations performed in connection with the Restoration of an Individual Property after the occurrence of a Casualty or Condemnation in accordance with the terms and provisions of this Agreement.

5.1.22Operation of Property. (a)  To the extent there is then a Management Agreement in place with respect to such Individual Property, Borrower shall cause the related Individual Senior Borrower to cause the applicable Individual Property to be operated, in all material respects, in accordance with the Management Agreement (or Replacement Management Agreement) as applicable. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrower to obtain Lender’s consent to any termination or modification of the Management Agreement in accordance with the terms and provisions of this Agreement), Borrower shall cause Senior Borrower to promptly enter into a Replacement Management Agreement with Manager or another Qualified Manager, as applicable to the extent the entry into a Replacement Management Agreement is necessary in order to comply with the terms of the Leases at such Individual Property or otherwise in Senior Borrower’s or Borrower’s good faith business judgement.

(b)Borrower shall: (i) cause Senior Borrower to promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Management Agreement and do all things necessary to preserve and to keep unimpaired its material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement of which it is aware; (iii) cause Senior Borrower to

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promptly deliver to Lender a copy of each material financial statement, business plan, capital expenditures plan, notice of default or termination, and report received by it under the Management Agreement; and (iv) cause Senior Borrower to enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by Manager under the Management Agreement, in a commercially reasonable manner.

5.1.23Embargoed Person. Borrower has performed and shall perform reasonable due diligence to ensure that at all times throughout the term of the Loan, including after giving effect to any Transfers permitted pursuant to the Loan Documents, (a) none of the funds or other assets of Borrower and Guarantor constitute property of, or are beneficially owned, directly or, to Borrower’s knowledge, indirectly, by any Embargoed Person; (b) no Embargoed Person has any interest of any nature whatsoever in Borrower or Guarantor, as applicable, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or, to Borrower’s knowledge, indirectly), is prohibited by law or the Loan is in violation of law; and (c) none of the funds of Borrower or Guarantor, as applicable, have been derived from, or are the proceeds of, any unlawful activity, including money laundering, terrorism or terrorism activities, with the result that the investment in Borrower or Guarantor, as applicable (whether directly or, to Borrower’s knowledge, indirectly), is prohibited by law or the Loan is in violation of law, or may cause any Individual Property or the Collateral to be subject to forfeiture or seizure. The foregoing shall not apply to any indirect holders of equity interests in Borrower or direct or indirect holders of equity interests in Guarantor that are publicly traded on a nationally or internationally recognized exchange.

5.1.24Intentionally Omitted.

5.1.25Taxes. (a)  Borrower shall cause each of NLO Pledgor LLC, Holdco and the Individual Senior Borrowers to be treated as a partnership or disregarded entity for U.S. federal income tax purposes; provided that an Individual Senior Borrower shall be permitted to file a check-the-box election on IRS Form 8832 to be treated as a corporation for U.S. federal income tax purposes and make a joint election with Borrower on IRS Form 8875 to be treated as a taxable REIT subsidiary of Borrower within the meaning of Section 856(l) of the Code so long as the terms and conditions set forth in Section 5.2.10(e)(i) & (iii) hereof are satisfied, including as of the effective date of any such election. Borrower will timely file or cause to be filed for itself all applicable income and other material tax returns and reports required to be filed by it and will pay or cause to be paid all U.S. federal income and other material taxes and related liabilities required to be paid by it, except taxes that are being contested in good faith by appropriate proceedings and for which Borrower sets aside on its books adequate reserves in accordance with GAAP.

(b)Borrower will not permit any Liens for Section 2.7 Taxes to be imposed on or with respect to any of its or any Individual Senior Borrower’s income or assets, other than Liens for Section 2.7 Taxes not yet due and payable and for which Borrower or such Individual Senior Borrower (as applicable) sets aside on its books adequate reserves in accordance with GAAP.

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(c)Borrower intends for the Incorporation Actions to result in a transaction described in Section 351 of the Code and for the issuance of the Intercompany Obligation to constitute “other property” within the meaning of Section 351(b) of the Code with respect thereto (together, the “Intended Tax Treatment”). Borrower shall (and, to the extent applicable, shall cause its Subsidiaries to) file all applicable tax returns consistent with the Intended Tax Treatment. Borrower shall not take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could reasonably be expected to prevent the Intended Tax Treatment or the Section 362(e)(2)(C) Election.

(d)Borrower shall (and, to the extent applicable, cause its Subsidiaries to) make a timely and valid election under Section 362(e)(2)(C) of the Code (and any comparable elections under state and local law) with respect to any actual or deemed contribution by Borrower or its Subsidiaries of one or more Individual Properties or any direct or indirect interest therein to a Corporate Entity in transaction described in Section 351 of the Code, provided that if such assets do not have a net built-in loss (within the meaning of Section 362(e) of the Code), such election will be made on a “protective” basis.

(e)At least thirty days prior to filing its initial IRS Form 1120-REIT, Borrower shall consult with Lender on the increases to the adjusted basis of the applicable Individual Properties for U.S. federal income tax purposes pursuant to Section 362(b) of the Code and shall file such IRS Form 1120-REIT and any other applicable tax return consistent with the basis increases determined in consultation with Lender and consider in good faith any reasonable comments provided by Lender as part of such consultation.

(f)Borrower shall elect to be treated as a REIT for the tax year beginning with the CTB Effective Date and shall use commercially reasonable efforts to maintain its status as a REIT until and unless its board of directors determines that it is no longer in the best interests of Borrower to attempt to, or continue to, qualify as a REIT, provided Borrower continues to be treated as a corporation for U.S. federal income tax purposes and other than a QRS following such determination.

5.1.26Ground Leases. (a)  Borrower shall cause Ground Lease Senior Borrower to, at its sole cost and expense, promptly and timely perform and observe all the material terms, covenants and conditions required to be performed and observed by Ground Lease Senior Borrower as lessee under the Ground Lease (including, but not limited to, the payment of all rent, additional rent, percentage rent and other charges required to be paid under each Ground Lease).

(b)If Ground Lease Senior Borrower shall be in default under the Ground Lease, then, subject to the terms of the Ground Lease (taken together with the estoppel delivered by the Ground Lessor in connection with the Loan) and subject to the rights of Senior Lender under the Senior Loan Documents, Borrower shall cause Ground Lease Senior Borrower to grant Lender the right (but not the obligation), to cause the default or defaults under such Ground Lease to be remedied and otherwise exercise any and all rights of Ground Lease Senior Borrower under the Ground Lease, as may be necessary to prevent or cure any default, and, subject to the rights of Tenants under Leases and the right of Senior Lender under the Senior Loan Documents,

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Lender shall have the right to enter all or any portion of the Ground Leased Property at such times and in such manner as Lender deems necessary, to prevent or to cure any such default.

(c)The actions or payments of Lender to cure any default by the Ground Lease Senior Borrower under the Ground Lease shall not remove or waive, as between Borrower and Lender, the default that occurred under this Agreement by virtue of the default by Ground Lease Senior Borrower under the Ground Lease. All sums expended by Lender to cure any such default shall be paid by Borrower to Lender, within ten (10) Business Days following written demand, with interest on such sum at the rate set forth in this Agreement from the date expended to and including the date the reimbursement payment is made to Lender. All such indebtedness shall be deemed to be secured by the Pledge Agreement.

(d)Borrower shall notify Lender promptly in writing of the occurrence of any default by Ground Lessor under the Ground Lease of which it has knowledge or following the receipt by Borrower of any written notice from Ground Lessor under any Ground Lease noting or claiming the occurrence of any default by Ground Lease Senior Borrower under the Ground Lease or the occurrence of any event that, with the passage of time or service of notice, or both, would constitute a default by Ground Lease Senior Borrower under the Ground Lease. Borrower shall promptly deliver to Lender a copy of any such written notice of default.

(e)Within ten (10) Business Days after receipt of written demand by Lender (but no more often than once in any calendar year so long as no Event of Default is then continuing), Ground Lease Senior Borrower shall use commercially reasonable efforts to obtain from Ground Lessor under each Ground Lease and furnish to Lender the estoppel certificate of Ground Lessor stating the date through which rent has been paid and whether or not there are any defaults thereunder and specifying the nature of such claimed defaults, if any.

(f)Borrower shall cause Ground Lease Senior Borrower to promptly execute, acknowledge and deliver to Lender such instruments as may be required to permit Lender to, subject to the rights of Senior Lender under the Senior Loan Documents, cure any default under any Ground Lease or permit Lender to take such other action required to enable Lender to cure or remedy the matter in default and preserve the security interest of Lender under the Loan Documents with respect to the Ground Leased Property, in each case, to the extent the same is permitted pursuant to the Ground Lease and so long as the same does not increase Borrower’s obligations or decrease Borrower’s rights under the Loan Documents to more than a de minimis extent. Borrower irrevocably appoints Lender as its true and lawful attorney-in-fact to do, in its name or otherwise, during the continuance of an Event of Default and subject in all events to the rights of Senior Lender under the Senior Loan Documents, any and all acts and to execute any and all documents that are necessary to preserve any rights of Ground Lease Senior Borrower under or with respect to the Ground Lease, including, without limitation, the right to effectuate any extension or renewal of the Ground Lease, or to preserve any rights of Senior Borrower whatsoever in respect of any part of the Ground Lease (and the above powers granted to Lender are coupled with an interest and shall be irrevocable).

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(g)Notwithstanding anything to the contrary contained in this Agreement with respect to each Ground Lease, to the extent permitted by Legal Requirements:

(i)The lien of the related Mortgage attaches to all of Ground Lease Senior Borrower’s rights and remedies at any time arising under or pursuant to Section 365(h) of the Bankruptcy Code or the comparable provisions of any other appliable Insolvency Law, including, without limitation, all of Ground Lease Senior Borrower’s rights, as debtor, to remain in possession of the related Ground Leased Property.

(ii)Borrower shall not cause Ground Lease Senior Borrower, without Lender’s written consent, to elect to treat the Ground Lease as terminated under Section 365(h)(l) of the Bankruptcy Code or the comparable provisions of any other appliable Insolvency Law. Any such election made without Lender’s prior written consent shall be void.

(iii)Subject to the rights of Senior Lender under the Senior Loan Documents, as security for the Debt, Borrower shall cause the Ground Lease Senior Borrower to unconditionally assign, transfer and set over to Lender all of Ground Lease Borrower’s claims and rights to the payment of damages arising from any rejection by the lessor under the Ground Lease under the Bankruptcy Code or other applicable Insolvency Law. Subject to the rights of Senior Lender under the Senior Loan Documents, Lender and Ground Lease Senior Borrower shall proceed jointly or in the name of Ground Lease Senior Borrower in respect of any claim, suit, action or proceeding relating to the rejection of the Ground Lease, including, without limitation, the right to file and prosecute any proofs of claim, complaints, motions, applications, notices and other documents in any case in respect of lessor under the Bankruptcy Code or other applicable Insolvency Law. This assignment constitutes a present, irrevocable and unconditional assignment of the foregoing claims, rights and remedies, and shall continue in effect until all of the Debt shall have been satisfied and discharged in full or the Ground Lease Property shall be released from the Lien of the Senior Loan Documents. Any amounts received by Lender or Ground Lease Senior Borrower as damages arising out of the rejection of the Ground Lease as aforesaid shall be applied to all reasonably out-of-pocket costs and expenses of Lender (including, without limitation, attorney’s fees and costs) incurred in connection with the exercise of any of its rights or remedies in accordance with the applicable provisions of this Agreement.

(iv)If, pursuant to Section 365(h) of the Bankruptcy Code or the comparable provisions of any other Insolvency Law, Ground Lease Senior Borrower seeks to offset, against the rent reserved in the Ground Lease, the amount of any damages caused by the nonperformance by the lessor of any of its obligations thereunder after the rejection by lessor of the Ground Lease under the Bankruptcy Code or other applicable Insolvency Law, then Borrower shall not permit Ground Lease Senior Borrower to effect any offset of the amounts so objected to by Lender. If Lender has failed to object as aforesaid within ten (10) days after notice from Borrower in accordance with the first

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sentence of this Subsection, Ground Lease Senior Borrower may proceed to offset the amounts set forth in Borrower’s notice.

(v)If any action, proceeding, motion or notice shall be commenced or filed in respect of any lessor of all or any part of the Ground Leased Property in connection with any case under the Bankruptcy Code or any other applicable Insolvency Law, Lender and Borrower shall cooperatively conduct and control any such litigation with counsel agreed upon between Borrower and Lender in connection with such litigation. Borrower shall, within ten (10) Business Days following written demand, pay to Lender all reasonable out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees and costs)  incurred in connection with the cooperative prosecution or conduct of any such proceedings. All such costs and expenses shall be secured by the lien of the related Pledge Agreement until paid.

(vi)Borrower shall notify Lender of any filing by or against the lessor under the Ground Lease of a petition under the Bankruptcy Code or any other Insolvency Law, setting forth any information available to Borrower as to the date of such filing, the court in which such petition was filed, and the relief sought in such filing. Borrower shall deliver to Lender any and all material notices, summonses, pleadings, applications and other documents received by Borrower in connection with any such petition and any proceedings relating to such petition.

(h)Intentionally Omitted.

(i)Notwithstanding anything to the contrary set forth herein, it shall not be a Default or Event of Default under the Loan Documents to the extent there is a breach or other default under the Ground Lease if such breach or default is caused by the acts or omissions of Tenant, so long as Borrower is causing Ground Lease Senior Borrower to comply with its obligations to enforce such Tenant’s Lease pursuant to Section 5.1.20 of this Agreement and such breach or default by Tenant (i) would not be reasonably likely to result in an Individual Material Adverse Effect or (ii) does not give rise to (x) a right of the applicable Individual Borrower to cure the same or (y) a right of the Ground Lessor to terminate the Ground Lease.

5.1.27Intentionally Omitted.

5.1.28REA. Borrower shall, or shall cause Senior Borrower to, at all times comply in all material respects with all REAs. Borrower agrees that without the prior written consent of Lender, Borrower will not, and shall not allow Senior Borrower to, materially amend, modify or terminate any of the REAs.

Section 5.2Negative Covenants. From the date hereof and until payment and performance in full of the Debt or, with respect to any Individual Property and the Individual Senior Borrower that owns the same (so long as such Individual Senior Borrower does not own other Property that remains subject to the Loan), the earlier release of the Lien of the Mortgage encumbering such Individual Property (and all related obligations) in accordance with the terms

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of the Senior Loan Agreement and the other Senior Loan Documents, Borrower covenants and agrees with Lender that it will not do, directly or indirectly, any of the following:

5.2.1Operation of Property. Borrower shall not allow Senior Borrower to, without Lender’s prior written consent (which consent shall not be unreasonably withheld): (i) surrender, terminate, cancel, amend or modify any Management Agreement other than an expiration pursuant to its terms; provided that Borrower may permit Senior Borrower to, without Lender’s consent, replace the Manager so long as the replacement manager is a Qualified Manager pursuant to a Replacement Management Agreement, (ii) reduce or consent to the reduction of the term of the Management Agreement; (iii) increase or consent to the increase of the amount of any charges under the Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Management Agreement in any material respect. Notwithstanding anything to the contrary set forth herein, Borrower shall have the right to cause Senior Borrower to terminate any Management Agreement with Lender’s prior written consent (not to be unreasonably withheld, conditioned or delayed) and elect to self-manage (or to permit a Tenant to self-manage) the applicable Individual Property to which the terminated Management Agreement related.

5.2.2Liens. Borrower shall not, and shall not allow Senior Borrower to, create, incur, assume or suffer to exist any Lien on (a) any portion of any Individual Property or permit any such action to be taken, except for Permitted Encumbrances, (b) any portion of the Pledged Collateral, except for Permitted Encumbrances, or (c) any portion of the REIT / TRS Pledged Collateral, except for Permitted Encumbrances and Liens in favor of Senior Lender.

5.2.3Dissolution. No Borrower Party shall (a) engage in any dissolution, liquidation or consolidation, Division or merger with or into any other business entity, (b) engage in any business activity not related to the direct or indirect ownership and operation of the Properties or Collateral, (c) directly or indirectly transfer, lease or sell, in one transaction or any combination of transactions, the assets or all or substantially all of the properties or assets of Borrower or Senior Borrower except to the extent permitted by the Loan Documents and Senior Loan Documents, or (d) modify, amend, waive or terminate its organizational documents (other than de minimis administrative or ministerial amendments or modifications or other amendments or modifications approved by Lender, such approval not to be unreasonably withheld, conditioned or delayed) or its qualification and good standing in any jurisdiction.

5.2.4Change In Business. Borrower shall not, and shall not allow Senior Borrower to, enter into any line of business other than the ownership and operation of the Properties and the Collateral, as applicable, or 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 and operations ancillary thereto.

5.2.5Debt Cancellation. Borrower shall not, and shall not allow Senior Borrower to, cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower or Senior Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s or Senior Borrower’s business.

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5.2.6Zoning. Borrower shall not, and shall not allow Senior Borrower to, initiate or consent to any zoning reclassification of any portion of any Individual Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of any Individual Property in any manner that could result in such use becoming a non conforming use under any zoning ordinance or any other applicable land use law, rule or regulation, without the prior written consent of Lender.

5.2.7No Joint Assessment. Borrower shall not, and shall not allow Senior Borrower to, suffer, permit or initiate the joint assessment of any Individual Property (a) with any other real property constituting a tax lot separate from such Individual Property, and (b) which constitutes real property with any portion of such Individual Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to such real property portion of such Individual Property.

5.2.8Advisory Agreement. In the event the Advisory Agreement is terminated, Borrower shall not enter into any replacement advisory agreement without the prior written consent of Lender as to the identity of the Person designated to replace WPC and the form of replacement advisory agreement, such approval not to be unconditionally withheld, conditioned or delayed.

5.2.9ERISA.

(a)Neither Borrower nor Guarantor shall engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (including but not limited to the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents, and assuming that no extensions of funds hereunder by Lender are “plan assets” within the meaning of the Plan Asset Regulations) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code or Similar Law.

(b)Borrower further covenants and agrees to deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as reasonably requested by Lender, that (A) neither Borrower nor Guarantor is subject to any Similar Law and (B) one or more of the following circumstances is true:

(i)Equity interests in each of Borrower and Guarantor are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101 as modified by Section 3(42) of ERISA (the “Plan Asset Regulations”);

(ii)Less than twenty-five percent (25%) of each outstanding class of equity interests in each of Borrower and Guarantor are held by “benefit plan investors” within the meaning of the Plan Asset Regulations; or

(iii)Each of Borrower and Guarantor qualifies as an “operating company” or a “real estate operating company” within the meaning of the Plan Asset

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Regulations or another exception to ERISA applies such that each of Borrower’s and Guarantor’s assets should not constitute “plan assets” of any “benefit plan investor” within the meaning of the Plan Asset Regulations

(c)Borrower and Guarantor will fund or cause to be funded each Plan established or maintained by Borrower, Guarantor, or any ERISA Affiliate, as the case may be, so that there is never a failure to satisfy the minimum funding standards, within the meaning of Sections 412 or 430 of the Internal Revenue Code or Section 302 of ERISA (whether or not such standards are waived). As soon as possible and in any event within thirty (30) days after Borrower knows that any ERISA Event has occurred which could reasonably be expected to have a Material Adverse Effect, Lender will be provided with a statement, signed by an Authorized Representative of Borrower, and/or Guarantor, describing said ERISA Event and the action which Borrower and/or Guarantor proposes to take with respect thereto.

5.2.10Transfers. (a)  Borrower acknowledges that Lender has examined and relied on the experience of Borrower, Senior Borrower, and their respective stockholders, general partners, members, principals and (if Borrower or any Individual Senior Borrower is a trust) beneficial owners in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on Borrower’s ownership of the Collateral and Senior Borrower’s ownership of the Properties as a means of maintaining the value of the Collateral as security for repayment of the Debt and the performance of the Other Obligations. Borrower acknowledges that Lender has a valid interest in maintaining the value of the Properties and the Collateral so as to ensure that, during the continuance of an Event of Default, Lender can recover the Debt by a sale of the Collateral.

(b)Without the prior written consent of Lender, and except to the extent otherwise set forth in this Section 5.2.10, Borrower shall not, and shall not permit Senior Borrower or any Restricted Party do any of the following (collectively, a “Transfer”): (i) sell, convey, mortgage, grant, bargain, encumber, pledge, assign, grant options with respect to, or otherwise transfer or dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, and whether or not for consideration or of record) the Collateral or any Individual Property or any part thereof or any legal or beneficial interest therein, (ii) enter into any PACE Loan or (iii) permit a Sale or Pledge of an interest in any Restricted Party, other than (each of the following, a “Permitted Transfer”) (A) the Distribution (and any Transfers effectuated in connection therewith as disclosed to Lender in writing prior to closing), (B) pursuant to Leases of space in the Improvements to Tenants in accordance with the provisions of Section 5.1.20, (C) Permitted Equity Transfers; provided, that any waiver or amendment by Guarantor of the 9.8% ownership limitation set forth in the Guarantor’s declaration of trust shall require Lender’s prior written consent to the extent that both (I) an Ownership Change Limitation would reasonably be expected to exist immediately following a Transfer of the maximum interest in Guarantor permitted by such waiver or amendment, and (II) such Transfer would reasonably be expected to increase the percentage ownership of 5% shareholders of Borrower (including any “public group” as defined in Section 1.382-2T(f)(13) of the Treasury regulations treated as such) for purposes of determining whether there is an Ownership Change Limitation (provided that, for purposes of (II), Borrower shall be entitled to

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rely upon reasonably available information, including the Securities and Exchange Commission Schedules 13D and 13G of Guarantor and any information or representations obtained in connection with the granting of such a waiver or amendment, in determining whether any Transfer is reasonably expected to increase the percentage ownership of such 5% shareholders), (D) a Change of Control Event or any other exercise of remedies by Lender hereunder (including a foreclosure of the Pledge Agreement or an assignment in lieu thereof), (E) the exercise of remedies by Lender under the Loan Documents (including a foreclosure of the Pledge Agreement or an assignment or conveyance in lieu thereof), (F) the exercise of remedies by Senior Lender under the Loan Documents (including a foreclosure of the Mortgage or any Pledge Agreement (as defined in the Senior Loan Agreement) or an assignment or conveyance in lieu thereof), (G) a Condemnation, (H) the acquisition by Senior Borrower of fee title to any PILOT Property or Ground Lease Property in accordance with the terms and conditions of the applicable PILOT Lease or Ground Lease, this Agreement and the Senior Loan Documents, (I) Permitted Encumbrances, and (J) Transfers of Individual Properties in connection with a release pursuant to Section 2.5.2 of the Senior Loan Agreement.

(c)A Transfer shall include, but not be limited to, (i) an installment sales agreement wherein Borrower or Senior Borrower agrees to sell the Collateral or one or more Individual Properties or any part thereof for a price to be paid in installments; (ii) an agreement by Senior Borrower leasing all or a substantial part of any Individual Property for other than actual occupancy by a space Tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Senior Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if a Restricted Party is a corporation, any merger, Division, consolidation or Sale or Pledge of such corporation’s stock or the creation or issuance of new stock; (iv) if a Restricted Party is a limited or general partnership or joint venture, any merger, Division or consolidation or the change, removal, resignation or addition of a general partner or the Sale or Pledge of the partnership interest of any general partner or any profits or proceeds relating to such partnership interest, or the Sale or Pledge of limited partnership interests or any profits or proceeds relating to such limited partnership interest or the creation or issuance of new limited partnership interests; (v) if a Restricted Party is a limited liability company, any merger, Division or consolidation or the change, removal, resignation or addition of a managing member or non-member manager (or if no managing member, any member) or the Sale or Pledge of the membership interest of a managing member (or if no managing member, any member) or any profits or proceeds relating to such membership interest, or the Sale or Pledge of non-managing membership interests or the creation or issuance of new non managing membership interests; or (vi) if a Restricted Party is a trust or nominee trust, any merger, consolidation or the Sale or Pledge of the legal or beneficial interest in a Restricted Party or the creation or issuance of new legal or beneficial interest.

(d)If after giving effect to any Permitted Equity Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in Member are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in Member as of the Closing Date, Borrower shall, no less than ten (10) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion acceptable to Lender. To the extent that any Transfer will result in the transferee (either itself or

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collectively with its Affiliates) owning a 10% or greater equity interest (indirectly) in Borrower or Senior Borrower, Lender’s receipt of the Satisfactory Search Results, at Borrower’s cost and expense, shall be a condition precedent to such Transfer. For clarity, other than a Permitted REIT / TRS Transfer or a Permitted REIT Preferred Interest Transfer (which such Permitted REIT Preferred Interest Transfer shall require prior written notice to Lender), Borrower shall not cause, permit or suffer any Transfers of the direct interests in any Individual Senior Borrower, Subsidiary REIT, Borrower, Pledgor, Holdco or TRS without Lender’s prior written consent, which consent may be granted or withheld in Lender’s sole discretion.

(e)Any Permitted REIT / TRS Transfer shall be subject to, and conditioned upon, satisfaction of the following conditions:

(i)No Event of Default shall have occurred and be continuing;

(ii)Borrower shall provide Lender with written notice not later than ten (10) Business Days and not earlier than one hundred twenty (120) days prior to the date of the proposed Transfer or the effective date of the applicable election described in Section 5.1.25 hereof;

(iii)Borrower shall have delivered (i) an amendment to the applicable Pledge Agreement in form and substance reasonably satisfactory to Lender or an additional pledge and security agreement granting Lender a second priority security interest (subject only to Senior Lender’s security interest, which shall become first priority in the event Senior Lender’s security interest is terminated) in 100% of the common equity interests any new TRS Subsidiary or Subsidiary REIT, and (ii) upon request from Lender, an opinion letter from Reed Smith LLP or another counsel reasonably satisfactory to Lender opining as to the enforceability of such amendment(s) or pledge agreement(s) and other customary matters consistent with the corresponding opinions delivered on the Closing Date with respect to the Pledge Agreements, in form and substance reasonably acceptable to Lender; and

(iv)Borrower shall pay all of Lender’s reasonable, out-of-pocket costs and expenses incurred in connection with the proposed Transfer or the applicable election described in Section 5.1.25 hereof.

(f)Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower’s or Senior Borrower’s Transfer without Lender’s or Senior Lender’s consent, as applicable. This provision shall apply to every Transfer regardless of whether voluntary or not, or whether or not Lender has consented to any previous Transfer.

5.2.11Ground Lease. Borrower shall cause Senior Borrower to comply with the following provisions:

(a)Ground Lease Senior Borrower shall not, without Lender’s written consent as set forth below, fail to exercise any option or right to renew or extend the term of the Ground

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Lease, and shall give prompt written notice to Lender and shall execute, acknowledge, deliver and record any document reasonably requested by Lender to evidence the lien of the related Mortgage on such extended or renewed lease term so long as the same does not increase Borrower’s obligations or decrease Borrower’s rights hereunder to more than a de minimis extent; provided, however, such Individual Borrower shall not be required to exercise any particular such option or right to renew or extend to the extent Ground Lease Senior Borrower shall have received the prior written consent of Lender (which consent may not be unreasonably withheld, delayed or conditioned) allowing Ground Lease Senior Borrower to forego exercising such option or right to renew or extend. If Ground Lease Senior Borrower shall fail to exercise any such option or right as aforesaid prior to the date required for such exercise in the Ground Lease, Lender may, subject to the rights of Senior Lender under the Senior Loan Documents, exercise the option or right as Ground Lease Borrower’s agent and attorney-in-fact as provided above in Lender’s own name or in the name of and on behalf of a nominee of Lender, as Lender may determine in the exercise of its reasonable discretion.

(b)Ground Lease Senior Borrower shall not waive, excuse, or in release or discharge any Ground Lessor under the Ground Lease of or from such Ground Lessor’s material obligations, covenant and/or conditions under the Ground Lease without the prior written consent of Lender.

(c)Ground Lease Senior Borrower shall not, without Lender’s prior written consent, surrender, terminate, forfeit, or suffer or permit the surrender, termination or forfeiture of, or change, modify or amend any material term of the Ground Lease, other than an expiration of the Ground Lease pursuant to its terms. Consent to one amendment, change, agreement or modification shall not be deemed to be a waiver of the right to require consent to other, future or successive amendments, changes, agreements or modifications. Any acquisition of Ground Lessor’s interest in any Ground Lease by Ground Lease Senior Borrower or any Affiliate of Ground Lease Borrower shall be accomplished by Ground Lease Senior Borrower in such a manner so as to avoid a merger of the interests of lessor and lessee in such Ground Lease, unless consent to such merger is granted by Lender.

5.2.12PILOT Leases; PILOT Lease Documents. Borrower shall cause Senior Borrower to comply with the following provisions:

(a)Except in connection with the applicable Individuals Senior Borrower’s acquisition of fee title to the fee estate held by a PILOT Lessor in accordance with Section 5.1.27(e) of the Senior Loan Agreement, the Individual Senior Borrower party to such PILOT Lease shall not, without the prior consent of Lender, surrender any of the leasehold estates created by the PILOT Leases or terminate or cancel any PILOT Lease or modify, change, supplement, alter or amend in any material respects any PILOT Lease, other than an expiration of such PILOT Lease per its terms.

(b)Except in connection with a the applicable Individual Senior Borrower’s acquisition of fee title to the fee estate held by a PILOT Lessor in accordance with Section 5.1.27(e) of the Senior Loan Agreement, such Individual Senior Borrower party to such PILOT Lease shall not consent to (where PILOT Lessor has the right to so consent), without the

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prior consent of Lender, the transfer, surrender, termination or cancellation of any PILOT Lease Document, including any PILOT Bond by any other Person or the modification, change, supplement, alteration or amendment in any material respect of any PILOT Lease Document.

(c)The Individual Senior Borrower party to such PILOT Lease shall not waive, excuse, or in release or discharge any PILOT Lessor under any PILOT Lease or PILOT Lease Documents, as applicable, of or from such PILOT Lessor’s material obligations, covenants and/or conditions under the related PILOT Lease or PILOT Lease Documents, as applicable, without the prior written consent of Lender.

ARTICLE VI – INSURANCE; CASUALTY; CONDEMNATION

Section 6.1Ratification. (a)  Borrower hereby ratifies the provisions of Section 6.1 of the Senior Loan Agreement and shall cause Senior Borrower to comply with all applicable provisions thereof which provisions are hereby incorporated by reference with the same force and effect as if set forth herein in their entirety. If the Senior Loan is repaid in full, then Lenders shall have all of the same rights and remedies as Senior Lender under the terms and conditions of Section 6.1 of the Senior Loan Agreement. Borrower shall otherwise cause Senior Borrower to maintain at all times during the term of the Loan the insurance policies required under the Senior Loan Agreement (the “Insurance Policies”) (regardless of whether the Senior Loan has been repaid or has otherwise been terminated or any such provisions thereof have been waived by Senior Lender unless included in an amendment approved by Lender). Subject to applicable law, Borrower shall cause Lender to (i) be named as certificate holder on all property policies and as an additional insured under all liability insurance policies, subject to the rights of Senior Lender under the Senior Loan Documents, and (ii) be entitled to all such notice and consent rights afforded Senior Lender under the applicable terms and conditions of the Senior Loan Agreement relating to the Insurance Policies. Borrower shall provide Lender with evidence of all such insurance required hereunder and with the other related notices required under the Senior Loan Documents, in each case, on or before the date on which Senior Borrower is required to provide the same to Senior Lender. Subject to the rights of Senior Lender under the Senior Loan Documents, if at any time Lender is not in receipt of written evidence that the Insurance Policies are in full force and effect, Lender shall have the right, on not less than five (5) Business Days’ prior written notice to Borrower, to request evidence thereof and if not timely provided, then to procure such insurance coverage required under the Senior Loan Documents at Borrower’s sole expense and Borrower shall pay all amounts advanced by Lender, together with interest thereon at the Default Rate, from and after the date advanced by Lender until actually repaid. Lender shall not be responsible for nor incur any liability for the insolvency of the insurer or other failure of the insurer to perform, even though Lender has caused the insurance to be placed with the insurer after failure of Borrower or Senior Borrower to furnish such insurance. All expenses (including any insurance premiums) incurred by Lender in connection with obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon demand, and until paid, shall be secured by the Security Documents and shall bear interest at the Default Rate.

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(b)All Insurance Policies provided for or contemplated by Section 6.1(a) of the Senior Loan Agreement, shall name Senior Borrower as a named insured and, with respect to liability policies, except for the Policies referenced in Section 6.1(a)(iv) and (viii) of the Senior Loan Agreement, shall name Senior Lender and its successors and/or assigns as the additional insured, as its interests may appear, and in the case of property policies, including, but not limited to, terrorism, boiler and machinery, flood and earthquake insurance, shall contain a standard non-contributing mortgagee clause in favor of Senior Lender providing that the loss thereunder shall be payable to Senior Lender.

(c)All property Insurance Policies shall contain clauses or endorsements to the effect that:

(i)no act or negligence of Senior Borrower, or anyone acting for Senior Borrower, or of any Tenant or other occupant, or failure to comply with the provisions of any Insurance Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, or foreclosure or similar action, shall in any way affect the validity or enforceability of the insurance insofar as Senior Lender is concerned;

(ii)the Insurance Policy shall not be canceled without at least thirty (30) days written notice to Senior Lender, except ten (10) days’ notice for non-payment of premiums;

(iii)intentionally omitted; and

(iv)Senior Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

Section 6.2Casualty. If any Individual Property shall be damaged or destroyed, in whole or in part, by fire or other casualty (a “Casualty”) and such damage is in excess of $500,000.00, Borrower shall give prompt written notice of such damage to Lender and shall, or cause Senior Borrower to, comply with the terms of the Senior Loan Agreement with respect to such Casualty, including, but not limited to, Section 6.2 thereof.

Section 6.3Condemnation. (a) Borrower shall, or shall cause Senior Borrower to, promptly give Lender notice of the actual or threatened (in writing) commencement of any proceeding for the Condemnation of any Individual Property of land with a value in excess of $500,000.00 and shall deliver to Lender copies of any and all papers served in connection with such proceedings. Notwithstanding any taking by any public or quasi-public authority through Condemnation or otherwise (including, but not limited to, any transfer made in lieu of or in anticipation of the exercise of such taking), Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced. Borrower shall cause Senior Borrower to comply with the terms of the Senior Loan Agreement with respect to such Condemnation, including, but not limited to, Section 6.3 thereof.

ARTICLE VII – INTENTIONALLY OMITTED

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ARTICLE VIII – DEFAULTS

Section 8.1Event of Default. (a)  Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i)if any portion of the Debt is not paid when due with, other than with respect to any Monthly Debt Service Payment Amount and any failure to repay the Debt on the Maturity Date, such failure continuing for five (5) Business Days after written notice that the same is due and payable; provided, that, such notice shall not be provided more than two (2) times during the term of the Loan; provided, further, that it shall not be an Event of Default if (x) sums sufficient to pay the Monthly Debt Service Payment Amount, fund the required deposits into the Reserve Funds or make such other payments are on deposit in the Cash Management Account prior to the applicable due date and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement, as applicable, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing;

(ii)if any of the Taxes or Other Charges are not paid before the same become delinquent, other than those being contested by Borrower or Senior Borrower in accordance with Section 5.1.2; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay such Taxes or Other Charges are on deposit in the Tax and Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder or under the Senior Loan Agreement (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing;

(iii)if (A) the Insurance Policies are not kept in full force and effect; provided, however, that it shall not be an Event of Default if (x) sums sufficient to pay the Premiums for such Insurance Policies are on deposit in the Tax and Insurance Escrow Fund and Lender, Senior Lender or Servicer failed to apply such sums when required hereunder, (y) Lender’s or Senior Lender’s access to such sums was not restricted or constrained in any manner and (z) no other Event of Default is then continuing, or (B) certificates evidencing the Insurance Policies are not delivered to Lender and Senior Lender upon within five (5) Business Days following written request therefor;

(iv)if Borrower or Senior Borrower Transfers or otherwise encumbers any portion of the Collateral or any Individual Property without Lender’s prior written consent in violation of the provisions of this Agreement or Article 6 of the applicable Mortgage;

(v)if any representation or warranty made by Borrower herein or in any other Loan Document, 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 as of the date the representation or warranty was made; provided, however, that if such misrepresentation (A) was inadvertent and non-

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recurring, and (B) is susceptible of being cured, then the same shall be an Event of Default hereunder only if the same is not cured within thirty (30) days after written notice to Borrower from Lender;

(vi)if a Bankruptcy Action occurs with respect to any Borrower Party or any Borrower Party shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against any Borrower Party or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Person or any portion of any Individual Property or the Collateral and (B) no Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (vi) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days;

(vii)intentionally omitted;

(viii)if Borrower assigns its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(ix)if a Bankruptcy Action occurs with respect to Guarantor or Guarantor shall make an assignment for the benefit of creditors; provided, however, that if (A) such Bankruptcy Action consists solely of (1) the filing of an involuntary petition against such Guarantor or such other guarantor or indemnitor or (2) an application for, or commencement of any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, or examiner or similar person for such Guarantor or such other guarantor or indemnitor or any portion of its property and (B) neither such Guarantor nor any Borrower Party sought, applied for, colluded with respect to, consented to, acquiesced to, approved, or joined in such involuntary petition or application, an Event of Default under this clause (ix) shall arise only upon (x) entry of an order for relief or other comparable order or decree granting such involuntary petition or (y) the same not being discharged, stayed or dismissed within ninety (90) days; provided, further, however, it shall be at Lender’s option to determine whether any of the foregoing shall be an Event of Default;

(x)if Borrower breaches any covenant contained in Section 4.1.30 hereof; provided, that such breach shall not constitute an Event of Default if (A) such breach is curable and was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within thirty (30) days after earlier to occur of (x) notice from Lender or (y) the date Borrower becomes aware of such breach, and (C) if requested by Lender, within thirty (30) days of request by Lender, Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional

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Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion;

(xi)intentionally omitted;

(xii)if any of the assumptions contained in the Insolvency Opinion delivered to Lender in connection with the Loan, or in any Additional Insolvency Opinion delivered subsequent to the closing of the Loan, is or shall become untrue; provided, that such breach shall not constitute an Event of Default if (A) such breach is curable and was inadvertent and non-recurring, (B) Borrower shall promptly cure such breach within thirty (30) days after earlier to occur of (x) notice from Lender or (y) the date Borrower becomes aware of such breach, and (C) if requested by Lender, within thirty (30) days of request by Lender, Borrower delivers to Lender, an Additional Insolvency Opinion to the effect that such breach shall not in any material respect impair, negate or amend the opinions rendered in the Insolvency Opinion or the Additional Insolvency Opinion most recently delivered to Lender, which opinion shall be acceptable to Lender in its reasonable discretion;

(xiii)if a material default has occurred by Senior Borrower and continues beyond any applicable cure period under the Management Agreement (or any Replacement Management Agreement) and the Manager thereunder terminates or cancels the Management Agreement (or any Replacement Management Agreement) unless the applicable Individual Senior Borrower (or applicable Tenant) elects to self-manage and the same is permitted by the terms of the applicable Lease(s) or the terminated Management Agreement is replaced with a Replacement Management Agreement within sixty (60) days after such termination;

(xiv)if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Sections 9.1 or 9.2 hereof, or fails to cooperate with Lender in connection with a bifurcation, assignment or participation of the Loan pursuant to the provisions of Section 9.1 or 9.2 hereof, as applicable, for three (3) days after notice to Borrower from Lender;

(xv)Intentionally Omitted;

(xvi)if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xv) above or subsections (xvii) to (xxi) below, for ten (10) Business Days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed (x)

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sixty (60) days in the case of any such non-monetary Default arising in connection with a breach of the covenants set forth in (i) Section 5.1.25(a) with respect to entity classification, or (ii) Section 5.1.25(c), (d), or (e), and (y) twelve (12) months in the case of all other such non-monetary Defaults;

(xvii)if there shall be default under any of the other Loan Documents beyond any applicable cure periods contained in such documents or, if no cure period is specified in such documents, beyond the cure period specified in Section 8.1(a)(xvi), whether as to Borrower, Senior Borrower, Guarantor, the Collateral or any Individual Property, or if any other such event shall occur or condition shall exist, if the effect of such default, event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xviii)if the leasehold estate created by any PILOT Lease shall be surrendered by the applicable Individual Senior Borrower, any PILOT Bond shall be transferred or surrendered by the applicable Individual Senior Borrower, or any PILOT Lease shall be terminated or cancelled for any reason or circumstance (except if in connection with such surrender or termination, Senior Borrower acquires the fee estate from the applicable PILOT Lessor in accordance with the terms of the Senior Loan Agreement) unless the applicable Individual Property is released in accordance with Section 2.5.2 of the Senior Loan Agreement on or prior to such termination or cancellation;

(xix)(A)  there occurs any event or condition as a result of the actions of the applicable Individual Senior Borrower that gives the lessor under the Ground Lease a right to terminate or cancel the Ground Lease, or (B) the Ground Leased Property shall be surrendered or the Ground Lease shall be terminated or cancelled for any reason or under any circumstances whatsoever (except if in connection with such surrender or termination, such Individual Senior Borrower acquires the fee estate from the applicable Ground Lessor in accordance with the terms of the Senior Loan Agreement), or (C) any of the terms, covenants or conditions of the Ground Lease shall in any manner be modified, changed, supplemented, altered, or amended in any material respect without the prior written consent of Senior Lender in violation of the Senior Loan Documents, unless in each case, the applicable Ground Leased Property is released in accordance with Section 2.5.2 of the Senior Loan Agreement on or prior to such termination or cancellation;

(xx)if an ERISA Event shall have occurred that, when taken together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;

(xxi)if the sum of (i) the aggregate adjusted basis of the Individual Properties for U.S. federal income tax purposes (including, without limitation, basis from (A) transactions entered into by Borrower in connection with the funding of the Loan and (B) receivables or other items which are assets for U.S. federal income tax purposes), (ii) any U.S. federal net operating loss carryforwards of the Corporate Entities, and (iii) the

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amount of cash in the Excess Cash Flow Reserve Account and the Cash Management Account and other cash reserve accounts exceeds the sum of (x) the Senior Debt and (y) the operating liabilities which are liabilities for U.S. federal income tax purposes of Borrower and its Subsidiaries (excluding the Debt and any interest or fees payable with respect thereto) by less than the Minimum Amount;

(xxii)if the Section 362(e)(2)(C) Election is not timely filed;

(xxiii)if, at any time after the CTB Effective Date, Borrower is not treated as a corporation (including, for the avoidance of doubt, a REIT) for U.S. federal income tax purposes or Borrower is treated as a QRS; or

(xxiv)if there shall occur an “Event of Default” with respect to the Senior Loan in accordance with the Senior Loan Documents.

(b)Upon the occurrence of an Event of Default and during the continuance (other than an Event of Default described in clauses (vi), (vii) or (viii) above) and at any time thereafter that such Event of Default is continuing, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, Lender may take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Collateral, including, without limitation, declaring the Debt to be immediately 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, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in clauses (vi), (vii) or (viii) above, the Debt and Other Obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 8.2Remedies. (a)  Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singularly, 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 herein or in the other Loan Documents. Without limiting the generality of the foregoing, Borrower agrees that if an Event of Default is continuing, but subject to Legal Requirements (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all

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of its remedies against the Collateral, the Pledge Agreement and the other Security Documents have been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b)With respect to Borrower and the Collateral, nothing contained herein or in any other Loan Document shall be construed as requiring Lender to resort to the Collateral for the satisfaction of any of the Debt, and Lender may seek satisfaction out of the Collateral, or any part thereof, in its absolute discretion in respect of the Debt. In addition, Lender shall have the right from time to time to partially foreclose the Pledge Agreement or other Security Documents in any manner and for any amounts secured by the Pledge Agreement or other Security Documents then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose one or more of the Pledge Agreement or other Security Documents to recover such delinquent payments or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose one or more of the Pledge Agreement or other Security Documents to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Pledge Agreement or other Security Documents as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral and the Borrower shall remain subject to the Pledge Agreement or other Security Documents to secure payment of sums secured by the Pledge Agreement or other Security Documents and not previously recovered.

(c)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, pledge agreements 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; provided, that (i) the aggregate principal amount of the Loan immediately following such severance shall equal the outstanding principal balance of the Loan immediately prior to such severance, (ii) the weighted average interest rate of the Loan immediately following such severance shall equal the weighted interest rate of the Loan immediately prior to such severance (for clarity, the weighted average interest rate may subsequently change due to (1) the application of funds during the continuance of an Event of Default, and (2) the application of Net Liquidation Proceeds after Debt Service; and (iii) such Severed Loan Documents shall not materially adversely affect Borrower or any other Borrower Party or increase any of the obligations or decrease any of the rights of Borrower or such Borrower Party under the Loan Documents, other than by a de minimis amount. In connection with any such severance during the continuance of an Event of Default, 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 make and execute all documents necessary or desirable to effect the aforesaid severance during the continuance of an Event of Default, Borrower ratifying all that its said attorney shall do by virtue

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thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power. Borrower shall be obligated to pay any reasonable out-of-pocket costs or expenses incurred in connection with the preparation, execution, recording or filing of the Severed Loan Documents and the Severed Loan Documents shall not contain any representations, warranties or covenants not contained in the Loan Documents and any such representations and warranties contained in the Severed Loan Documents will be given by Borrower only as of the Closing Date and the Funding Date.

Section 8.3Remedies Cumulative; Waivers. The rights, powers and remedies of Lender under this Agreement, the Pledge Agreement and the other Security Documents shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singularly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

ARTICLE IX – SPECIAL PROVISIONS

Section 9.1Loan Bifurcation.

9.1.1Component Note. (a)  Borrower hereby ratifies the provisions of Section 9.1.1 of the Senior Loan Agreement and shall cause Senior Borrower to comply with all applicable provisions thereof which provisions are hereby incorporated by reference with the same force and effect as if set forth herein in their entirety. Without in any way limiting Lender’s other rights under this Agreement or any other Loan Document (including Lender’s rights under Section 9.2 hereof), but subject the terms of this Section 9.1, Lender shall have the right, at any time and in its sole and absolute discretion, to require Borrower to execute and deliver new component notes (including senior and junior notes) to replace the Note or modify the Note to reflect multiple components of the Loan, which notes may be paid in such order of priority as may be designated by Lender, and which notes may have varying principal amounts, interest rates and economic terms and Lender shall have the right to allocate the collateral securing the Loan amount the various Note and new component notes in its sole discretion (including, without limitation, the right to create one or more new mezzanine loans or securitize all or any portion of the Loan); provided that such component notes and such allocation of the collateral shall not modify (i) the weighted average interest rate payable under the Note (except that the weighted average interest rate may subsequently change due to (1) the application of funds following an Event of Default, and (2) the application of Net Liquidation Proceeds after Debt Service), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan (including, but not limited to the amount and

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requirement to pay the Exit Fee), or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents. Subject to the terms of this Section 9.1, Borrower shall reasonably cooperate with all reasonable requests of Lender in order to establish the component notes and shall execute and deliver, and cause to be executed and delivered, such documents as shall be reasonably required by Lender in connection therewith, all in form and substance reasonably satisfactory to Lender (including, without limitation, causing Guarantor to reaffirm the Guaranty, executing and delivering an amendment to any Pledge Agreement to cause same to be two (2) or more separate substitute Pledge Agreements in the aggregate principal amount of up to the total Loan amount, to reapportion the lien of the Pledge Agreements among such separate substitute Pledge Agreements, pari passu or otherwise, or the severance of other security documents, executing a pledge of the direct or indirect membership interests in Borrower in connection with any new mezzanine loan, and to amend Borrower’s organizational structure to provide for one or more new mezzanine borrowers) provided that (I) modifications shall be made to this Agreement to account for the exercise of the rights under this Section 9.1 as determined by Lender in its reasonable discretion, including, but not limited to, (x) the inclusion of a requirement that any voluntary prepayments made by Borrower (not relating to the application of Net Liquidation Proceeds after Debt Service or otherwise made following an Event of Default) be applied pro rata as among any components and any other loan created hereunder and (y) any new mezzanine loan is cross-defaulted with the Loan, (II) intentionally omitted, (III) the loan documents for any new loan hereunder shall include the same protections with respect to recourse as are set forth in Section 9.3 and (IV) with respect to any new mezzanine loan or loan secured by the direct or indirect equity interests in Borrower, any Loan Documents to which Guarantor is a party shall be adjusted to relieve Guarantor from any obligations or liabilities in substantially the same circumstances as in the event of the exercise of certain remedies under the Loan Documents. Borrower hereby further agrees, promptly after demand therefor from Lender, to cause opinions of counsel to Borrower in form and substance reasonably satisfactory to Lender with respect to such substitute notes, amendments and/or replacements to be delivered to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead, exercisable by Lender only following the occurrence and during the continuance of an Event of Default, to make and execute all documents necessary or desirable to establish the component notes as described in this Section 9.1.1, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until five (5) Business Days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power.

(b)All costs and expenses of Borrower and any of its Affiliates incurred in order to comply with Section 9.1 and Section 9.2 on or prior to the Funding Date shall be borne by Borrower. All costs and expenses of Borrower and any of its Affiliates incurred in order to comply with Section 9.1 and Section 9.2 after the Funding Date shall be borne by Lender (other than Borrower’s attorneys’ fees and expenses).

(c)At the request of Lender, Borrower shall or shall cause Senior Borrower to use reasonable efforts to provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case

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in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or purchasers of any direct or indirect interest in the Loan, or as may be required by Legal Requirements, provided that, in each case, such information is in Borrower’s possession or control or can be produced without undue burden or cost. Lender shall have the right to provide to prospective investors and/or purchaser any information in its possession, including, without limitation, financial statements relating to Borrower, Senior Borrower, Guarantor, Manager, the Property and any Tenant, so long as Lender notifies such prospective investors and/or purchasers of the confidential nature thereof. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Property may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower agrees that each of Borrower, Senior Borrower and Guarantor, shall, at Lender’s request, at Borrower’s and Lender’s expense to the extent provided for in accordance with Section 9.1.1(b) above, reasonably cooperate with Lender’s efforts to arrange for a sale or participation of any direct or indirect interest in the Loan in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or purchasers. Borrower agrees to review, at Lender’s request in connection with any sale or participation of any direct or indirect interest in the Loan, any written materials used or provided to any prospective investors and/or purchasers, and shall confirm that the factual statements and representations contained in such sections and such other information in such materials (provided, in each case, solely to the extent such information was provided by or on behalf of Borrower and relates to the Property, Borrower, Senior Borrower, Guarantor and/or any Affiliated Manager) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

(d)Without limiting the other provisions of this Section 9.1, Borrower shall cause Guarantor to cooperate in all reasonable respects with Lender in its exercise of any of its rights pursuant to Sections 9.1 and/or 9.2; provided that Borrower shall only be required to cause Guarantor to provide the same information and documents relating to Guarantor (as updated to reflect any changes as of the date requested under this Section 9.1) that (a) were delivered to Lender in connection with the closing of the Loan, or (b) are required to be delivered to Lender under the Loan Documents. Lender shall be permitted to share such information with potential purchasers, participants or assignees of an interest in the Loan and any investment banking firms, accounting firms, law firms and other third-party advisors advising such Persons, in each case, so long as Lender notifies the same of the confidential nature thereof and, with respect to any potential purchasers, participants or assignees of an interest in the Loan, Lender has notified such Persons of the confidential nature thereof.

Section 9.2Assignments and Participations; Securitization.

9.2.1Assignments and Participations.

(a)Lender, at each party’s expense to the extent provided for in accordance with Section 9.1.1(b), may Transfer to one or more Persons all or a portion of its rights and obligations under this Agreement and the other Loan Documents; provided, that, unless an Event

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of Default has occurred and is continuing, Lender may not Transfer (for clarity, other than in connection with a Securitization) to any Disqualified Persons during (i) the period commencing on the Funding Date and ending on the date that is twelve (12) months after the Funding Date or (ii) any MDP Compliance Period; provided, further, that the parties to each such assignment shall execute and deliver to Lender or its administrative agent, for its acceptance and recording in the Register (as hereinafter defined), an Assignment and Assumption, with (and subject to) the consent of Lender. Upon the consummation of any assignment pursuant to this Section 9.2, the transferor Lender and Borrower shall make appropriate arrangements so that, if required, a new Note or Notes are issued to the assignee. The assignee shall deliver to Borrower and Lender the applicable certification in accordance with Section 2.7. Subject to the provisions of Section 2.7, each Lender may transfer and carry its portion of the Loan at, to or for the account of any domestic or foreign branch office, subsidiary or affiliate of such Lender. For the avoidance of doubt, in no event shall consent of Borrower be required in connection with any transfer by any Lender so long as Lender complies with the limitations set forth in the first sentence of this Section 9.2.1.

(b)Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Assumption, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of the assigning Lender, as the case may be, hereunder and such assignee shall be deemed to have assumed such rights and obligations, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement and the other Loan Documents (and, in the case of an Assignment and Assumption covering all or the remaining portion of Lender’s rights and obligations under this Agreement and the other Loan Documents, the assigning Lender shall cease to be a party hereto) accruing from and after the effective date of the Assignment and Assumption, except with respect to (A) any payments made by Borrower to Lender pursuant to the terms of the Loan Documents after the effective date of the Assignment and Assumption and (B) any letter of credit, cash deposit or other deposits or security (other than the Lien of the Pledge Agreement and the other Loan Documents), if any, delivered to or for the benefit of or deposited with such assigning Lender, for which such assigning Lender shall remain responsible for the proper disposition thereof until such items are delivered to a party who is qualified as an Eligible Institution and agrees to hold the same in accordance with the terms and provisions of the agreement pursuant to which such items were deposited.

(c)By executing and delivering an Assignment and Assumption, the assigning Lender and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, the assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, this Agreement or any other Loan Documents or any other instrument or document furnished pursuant hereto or thereto; (ii) the

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assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or the performance or observance by Borrower of any of its obligations under any Loan Documents or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (iv) such assignee will, independently and without reliance upon the assigning Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents; (v) such assignee appoints and authorizes the assigning Lender to take such action as the assigning Lender on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the assigning Lender by the terms hereof together with such powers and discretion as are incidental thereto; and (vi) such assignee agrees that it will perform, in accordance with their terms, all of the obligations which by the terms of this Agreement and the other Loan Documents are required to be performed by the assigning Lender.

(d)The initial Lender or its administrative agent (as a nonfiduciary agent of Borrower) shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to and accepted by it and a register for the recordation of the names and addresses of each Lender and the principal amounts (and stated interest) of the Loan owing to each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and Borrower, the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. This Section 9.2.1(d) shall be construed so that the obligations under the Loan Documents are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any related Treasury regulations (and any other relevant or successor provisions of the Code or such Treasury regulations). The Register shall be available for inspection by Borrower or any Lender pursuant to this Section 9.2 at any reasonable time and from time to time upon reasonable prior written notice.

(e)Upon its receipt of an Assignment and Assumption executed by an assignee, together with any Note or Notes subject to such assignment, the initial Lender or its administrative agent shall (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Register, and (iii) give prompt written notice thereof to Borrower. Within five (5) Business Days after its receipt of such notice, Borrower, at the assigning Lender’s own expense, shall execute and deliver to such assignee in exchange and substitution for the surrendered Note or Notes a new Note payable to such assignee in an amount equal to the portion of the Loan assigned to it and a new Note payable to assignor in an amount equal to the portion of the Loan retained by it hereunder. Such new Note or Notes shall be in an aggregate principal amount equal to the aggregate then outstanding principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Assumption and shall otherwise be in substantially the form of the Note (modified, however, to the extent necessary so asnot to impose duplicative or increased obligations on Borrower). Costs and

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expenses associated with any of the foregoing shall be borne by the parties in accordance with Section 9.1.1(b).

(f)Lender, at each party’s expense in accordance with Section 9.1.1(b), may sell participations to one or more Persons (other than Borrower or any of its Affiliates (including Senior Borrower)) in or to all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including, without limitation, all or a portion of the Note held by it); provided, that, unless an Event of Default has occurred and is continuing, Lender may not sell participations to any Disqualified Persons during (i) the period commencing on the Funding Date and ending on the date that is twelve (12) months after the Funding Date or (ii) any MDP Compliance Period; provided, however, that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement and the other Loan Documents, and (iv) Borrower and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Borrower agrees that each participant shall be entitled to the benefits of Section 2.7 (subject to the requirements and limitations therein, including the requirements under Section 2.7(e) (it being understood that the documentation required under Section 2.7(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.2.1(a); provided that such participant shall not be entitled to receive any greater payment under Section 2.7, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the participant acquired the applicable participation. Each Lender that sells a participation shall, acting solely for this purpose as a nonfiduciary agent of Borrower, maintain at one of its offices in the United States a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the Treasury regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(g)Any Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.2, disclose to the assignee or participant or proposed assignee or participant, any information relating to Borrower furnished to such assignee by or on behalf of Borrower; provided, however, that, in connection with any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any confidential information received by it.

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(h)Notwithstanding any other provision set forth in this Agreement or any other Loan Document, any assignee pursuant to this Section 9.2 may at any time create a security interest in all or any portion of its rights under this Agreement or the other Loan Documents (including, without limitation, the amounts owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System or in favor of any central bank in accordance with any comparable law, rule or regulation.

9.2.2Securitization. (a)  Borrower acknowledges and agrees that Lender may, at each party’s expense to the extent provided for in accordance with Section 9.1.1(b), consummate one or more private or public securitizations of rated single- or multi-class securities (the “Securities”) secured by or evidencing ownership interests in all or any portion of the Loan and the Loan Documents or a pool of assets that include the Loan and the Loan Documents (such sales, participations and/or securitizations, collectively, a “Securitization”). Borrower acknowledges and agrees that Disqualified Persons may be holders or purchasers of Securities in connection with a Securitization.

(b)At the request of Lender, and to the extent not already required to be provided by or on behalf of Borrower under this Agreement, Borrower shall provide information not in the possession of Lender or which may be reasonably required by Lender or take other actions reasonably required by Lender, in each case in order to satisfy the market standards to which Lender customarily adheres or which may be reasonably required by prospective investors and/or the Rating Agencies in connection with any such Securitization, provided such information is in its possession and can be produced without undue burden or cost. Lender shall have the right to provide to prospective investors and the Rating Agencies any information in its possession, including, without limitation, financial statements relating to Borrower, Senior Borrower, Guarantor, if any, the Properties and any Tenant of the Improvements. Borrower acknowledges that certain information regarding the Loan and the parties thereto and the Properties may be included in a private placement memorandum, prospectus or other disclosure documents. Borrower shall, at Lender’s request, at Lender’s sole cost and expense (other than with respect to Borrower’s attorneys’ fees and expenses), cooperate with Lender’s efforts to arrange for a Securitization in accordance with the market standards to which Lender customarily adheres and/or which may be required by prospective investors and/or the Rating Agencies in connection with any such Securitization. Borrower agrees to review, at Lender’s request in connection with the Securitization, the highlighted sections of the Disclosure Documents to the extent of the information that was provided by Borrower and relates to Borrower, Senior Borrower, Guarantor, and/or the Properties (the “Covered Disclosure Information”) and shall confirm that the factual statements and representations contained in such highlighted sections (to the extent of any Provided Information therein) do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading.

(c)Borrower agrees to make upon Lender’s written request, without limitation, all structural or other changes to the Loan (including delivery of one or more new component notes to replace the original note or modify the original note to reflect multiple

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components of the Loan and such new notes or modified note may have different interest rates and amortization schedules), modifications to any documents evidencing or securing the Loan, creation of one or more new mezzanine loans (including amending Borrower’s organizational structure to provide for one or more new mezzanine borrowers), delivery of opinions of counsel acceptable to the Rating Agencies or potential investors and addressing such matters as the Rating Agencies or potential investors may require; provided, however, that in creating such new notes or modified notes or new mezzanine notes Borrower shall not be required to modify (i) the weighted average interest rate payable under the Note (except that the weighted average interest rate may subsequently change due to (1) the application of funds following an Event of Default, and (2) the application of Net Liquidation Proceeds after Debt Service), (ii) the stated maturity of the Note, (iii) the aggregate amortization of principal of the Note, (iv) any other material economic term of the Loan (including, but not limited to, the aggregate Exit Fee payable across all notes), or (v) decrease the time periods during which Borrower is permitted to perform its obligations under the Loan Documents.

(d)If requested by Lender, Borrower shall provide Lender, promptly upon written request, with any financial statements, financial, statistical or operating information or other information as Lender shall determine necessary or appropriate (including items required (or items that would be required if the Securitization were offered publicly) pursuant to Regulation AB under the Securities Act, or the Exchange Act, or any amendment, modification or replacement thereto) or required by any other legal requirements, in each case, in connection with any private placement memorandum, prospectus or other disclosure documents or materials or any filing pursuant to the Exchange Act in connection with the Securitization or as shall otherwise be reasonably requested by Lender, provided, in each case, the same is in Borrower’s possession or control or can be produced without undue burden.

(e)Intentionally Omitted.

(f)Intentionally omitted.

(g)Borrower understands that certain of the Provided Information may be included in Disclosure Documents in connection with the Securitization and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act or the Exchange Act, or provided or made available to investors or prospective investors in the Securities, the Rating Agencies, and service providers relating to the Securitization. In the event that the Disclosure Document is required to be revised prior to the sale of all Securities, Borrower will reasonably cooperate with the holder of the Note in updating the Disclosure Document by providing all current information necessary to keep the Disclosure Document accurate and complete in all material respects.

(h)The Indemnifying Persons agree to provide, in connection with any Securitization, an indemnification agreement (A) certifying that (i) the Indemnifying Persons have carefully examined the Covered Disclosure Information and (ii) such Covered Disclosure Information and such Covered Disclosure Information does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) jointly and

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severally indemnifying Lender, any Affiliate of Lender that has filed any registration statement relating to the Securitization or has acted as the sponsor or depositor in connection with the Securitization, any Affiliate of Lender that acts as an underwriter, placement agent or initial purchaser of Securities issued in the Securitization, any other co-underwriters, co-placement agents or co-initial purchasers of Securities issued in the Securitization, and each of their respective officers, directors, partners, employees, representatives, agents and Affiliates and each Person or entity who Controls any such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Securitization Indemnified Persons”), for any actual out-of-pocket losses, claims, damages, liabilities, costs or expenses including without limitation reasonable legal fees and expenses for enforcement of these obligations (but expressly excluding indirect, consequential and punitive damages of any kind, except to the extent of consequential and indirect damages owed by a Securitization Indemnified Person to an unaffiliated third party) (collectively, the “Liabilities”) to which any such Securitization Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Covered Disclosure Information or arise out of or are based upon the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse each Securitization Indemnified Person for any legal or other expenses incurred by such Indemnified Person, as they are incurred, in connection with investigating or defending the Liabilities. Notwithstanding the foregoing, Borrower shall have no responsibility under this Section 9.2.2(h) for (v) any untrue statements contained in any Covered Disclosure Information to which Borrower or its authorized representative have timely objected to in writing to Lender, (w) any failure by the preparer of any Disclosure Documents to incorporate or accurately reflect information provided or comments timely made by Borrower to the Covered Disclosure Information, (x) any information that Borrower was not requested to review, (y) any losses that are caused by the gross negligence, willful misconduct or fraud of any Securitization Indemnified Person, and (z) numbers which have been submitted by Borrower and adjusted by any Securitization Indemnified Person from those submitted by Borrower, to the extent of such adjustment. This indemnity agreement will be in addition to any liability which Borrower may otherwise have. Moreover, the indemnification and reimbursement obligations provided for in clauses (B) and (C) above shall be effective, valid and binding obligations of the Indemnifying Persons, whether or not an indemnification agreement described in this Section 9.2.2(h) is provided.

(i)In connection with Exchange Act Filings, the Indemnifying Persons jointly and severally agree to indemnify (i) the Securitization Indemnified Persons for Liabilities to which any such Securitization Indemnified Person may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact in the Covered Disclosure Information, or the omission or alleged omission to state in the Covered Disclosure Information a material fact required to be stated therein or necessary in order to make the statements in the Covered Disclosure Information, in light of the circumstances under which they were made, not misleading and (ii) reimburse each Securitization Indemnified Person for any legal or other expenses incurred by such Securitization

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Indemnified Persons, as they are incurred, in connection with defending or investigating the Liabilities. Notwithstanding the foregoing, Borrower shall have no responsibility under this Section 9.2.2(i) for (v) any untrue statements contained in any Covered Disclosure Information to which Borrower or its authorized representative have timely objected to in writing to Lender, (w) any failure by the preparer of any Disclosure Documents to incorporate or accurately reflect information provided or comments timely made by Borrower to the Covered Disclosure Information, (x) any information that Borrower was not requested to review, (y) any losses that are caused by the gross negligence, willful misconduct or fraud of any Securitization Indemnified Person, and (z) numbers which have been submitted by Borrower and adjusted by any Securitization Indemnified Person from those submitted by Borrower, to the extent of such adjustment.

(j)Promptly after receipt by a Securitization Indemnified Person of notice of any claim or the commencement of any action, the Securitization Indemnified Person shall, if a claim in respect thereof is to be made against any Securitization Indemnified Person, notify such Indemnifying Person in writing of the claim or the commencement of that action; provided, however, that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have under the indemnification provisions of this Section 9.2.2 except to the extent that it has been materially prejudiced by such failure and; provided, further, that the failure to notify such Indemnifying Person shall not relieve it from any liability which it may have to a Securitization Indemnified Person otherwise than under the provisions of this Section 9.2.2. If any such claim or action shall be brought against a Securitization Indemnified Person, and it shall notify any Indemnifying Person thereof, such Indemnifying Person shall be entitled to participate therein and, to the extent that it wishes, assume the defense thereof with counsel reasonably satisfactory to the Securitization Indemnified Person. After notice from any Indemnifying Person to the Securitization Indemnified Person of its election to assume the defense of such claim or action, such Indemnifying Person shall not be liable to the Indemnified Person for any legal or other expenses subsequently incurred by the Securitization Indemnified Person in connection with the defense thereof except as provided in the following sentence; provided, however, if the defendants in any such action include both an Indemnifying Person, on the one hand, and one or more Securitization Indemnified Persons on the other hand, and a Securitization Indemnified Person shall have reasonably concluded that there are any legal defenses available to it and/or other Securitization Indemnified Persons that are different or in addition to those available to the Indemnifying Person, the Securitization Indemnified Persons shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such Securitization Indemnified Persons. The Securitization Indemnified Persons shall instruct its counsel to maintain reasonably detailed billing records for fees and disbursements for which such Indemnified Person is seeking reimbursement hereunder and shall submit copies of such detailed billing records to substantiate that such counsel’s fees and disbursements are solely related to the defense of a claim for which the Indemnifying Person is required hereunder to indemnify such Securitization Indemnified Person. No Indemnifying Person shall be liable for the expenses of more than one (1) such separate counsel unless such Securitization Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another Securitization Indemnified Person.

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(k)Without the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed), no Indemnifying Person shall settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not any Securitization Indemnified Person is an actual or potential party to such claim, action, suit or proceeding) unless the Indemnifying Person shall have given Lender reasonable prior written notice thereof and shall have obtained an unconditional release of each Securitization Indemnified Person hereunder from all liability arising out of such claim, action, suit or proceedings. As long as an Indemnifying Person has complied with its obligations to defend and indemnify hereunder, such Indemnifying Person shall not be liable for any settlement made by any Securitization Indemnified Person without the consent of such Indemnifying Person (which consent shall not be unreasonably withheld or delayed).

(l)The Indemnifying Persons agree that if any indemnification or reimbursement sought pursuant to this Section 9.2.2 is finally judicially determined to be unavailable for any reason or is insufficient to hold any Securitization Indemnified Person harmless (with respect only to the Liabilities that are the subject of this Section 9.2.2), then the Indemnifying Persons, on the one hand, and such Securitization Indemnified Person, on the other hand, shall contribute to the Liabilities for which such indemnification or reimbursement is held unavailable or is insufficient: (x) in such proportion as is appropriate to reflect the relative benefits to the Indemnifying Persons, on the one hand, and such Securitization Indemnified Person, on the other hand, from the transactions to which such indemnification or reimbursement relates; or (y) if the allocation provided by clause (x) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (x) but also the relative faults of the Indemnifying Persons, on the one hand, and all Securitization Indemnified Persons, on the other hand, as well as any other equitable considerations. Notwithstanding the provisions of this Section 9.2, (A) no party found liable for a fraudulent misrepresentation shall be entitled to contribution from any other party who is not also found liable for such fraudulent misrepresentation, and (B) the Indemnifying Persons agree that in no event shall the amount to be contributed by the Securitization Indemnified Persons collectively pursuant to this paragraph exceed the amount of the fees actually received by the Securitization Indemnified Persons in connection with the closing of the Loan.

(m)The Indemnifying Persons agree that the indemnification, contribution and reimbursement obligations set forth in this Section 9.2.2 shall apply whether or not any Securitization Indemnified Person is a formal party to any lawsuits, claims or other proceedings. The Indemnifying Persons further agree that the Securitization Indemnified Persons are intended third-party beneficiaries under this Section 9.2.2.

(n)The liabilities and obligations of the Securitization Indemnified Persons and the Indemnifying Persons under this Section 9.2.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

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(o)Notwithstanding anything to the contrary contained herein, Borrower shall have no obligation to act as depositor with respect to the Loan or an issuer or registrant with respect to the Securities issued in any Securitization.

9.2.3Administrative Agent. Borrower acknowledges and agrees that Lender may appoint an administrative agent (“Administrative Agent”) to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by Lender, together with all such powers as are reasonably incidental thereto. Upon such appointment of an Administrative Agent, the following provisions shall apply.

(a)The bank serving as Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Administrative Agent. Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with Borrower or any subsidiary or Affiliate of Borrower as if it were not Administrative Agent hereunder.

(b)The obligations of Administrative Agent hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, Administrative Agent shall not be required to take any action with respect to any Default or Event of Default. Without limiting the generality of the foregoing, (a) Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that Administrative Agent is required to exercise in writing as directed by the Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in any co-lender agreement), and (c) except as expressly set forth herein, Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Borrower or any of its subsidiaries or Affiliates that is communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in any capacity.

(c)Administrative Agent may consult with legal counsel (which may be counsel for Borrower), independent public accountants and other experts selected by it and shall not be liable to any Lender for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

(d)Neither Administrative Agent nor any of its Affiliates nor any of their respective directors, officers, agents or employees shall be liable to any Lender for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the Lenders or, where required by the terms of this Agreement, all of the Lenders, or (ii) in the absence of its own gross negligence or willful misconduct. Neither Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the covenants or agreements of Borrower; (iii) the satisfaction of any condition specified in

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Article II; (iv) the validity, effectiveness or genuineness of this Agreement, the other Loan Documents or any other instrument or writing furnished in connection herewith; or (v) the contents of any certificate, report or other document delivered hereunder or in connection herewith. Administrative Agent shall not incur any liability to any Lender by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a Lender wire, electronic mail or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to Administrative Agent by Borrower or a Lender. Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon.

(e)Each Lender shall, ratably in accordance with its interest in the Loan, indemnify Administrative Agent, its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct) that such indemnitees may suffer or incur in connection with this Agreement, the other Loan Documents or any action taken or omitted by such indemnitees hereunder.

(f)Each Lender acknowledges that it has, independently and without reliance upon Administrative Agent or any other Lender, and based on such documents and information asit has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it shall, independently and without reliance upon Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under this Agreement, any related agreement or any document furnished hereunder or thereunder and in deciding whether or to the extent to which it will continue as a Lender or assign or otherwise transfer its rights, interests and obligations hereunder.

(g)The initial Administrative Agent may resign as the Administrative Agent by giving notice thereof to the Lenders and Borrower. Upon any such resignation, the Lenders shall have the right to appoint a successor agent whereupon (i) such successor agent shall succeed to and become vested with all the rights, powers and duties of the former Administrative Agent, (ii) the term “Administrative Agent” means such successor agent effective upon such appointment and approval, and (iii) the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations hereunder first accruing or arising after the effective date of such retirement. If no successor Administrative Agent shall have been so appointed by the Lenders, and shall have accepted such appointment, within ten (10) days after the retiring Administrative Agent gives notice of resignation, the

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retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall collectively assume and perform all of the duties of Administrative Agent hereunder until such time as the Lenders shall, subject to the terms of any co-lender agreement entered into by and among the Lenders, appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent. Borrower shall be responsible for any and all costs, fees and expenses payable in connection with any appointment of any successor Administrative Agent (including, without limitation, the negotiation, execution and delivery of any administrative agent services agreement or other related documentation) and all costs, fees and expenses payable to such successor Administrative Agent in connection with the performance of its obligations hereunder. After Administrative Agent’s resignation hereunder, the provisions of this Section 9.2.3 and Section 10.13 hereof shall continue in effect for the benefit of such retiring Administrative Agent and its respective Indemnified Persons in respect of any actions taken or omitted to be taken by any of them while it was acting as Administrative Agent.

(h)Administrative Agent shall deliver to each Lender a copy of any notice sent to Borrower by Administrative Agent in connection with the performance of its duties as Administrative Agent hereunder.

(i)The provisions of this Section 9.2.3 are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have any rights to rely on, enforce or consent to any waiver, modification or amendment of, any of the provisions hereof; provided, however, that Borrower agrees that Administrative Agent’s inability to deliver any consent to, or approval of, an action requested by Borrower due lack of appropriate Lender consent shall not constitute an unreasonable withholding or delay by Administrative Agent in the giving of such consent or approval. Notwithstanding the foregoing, (y) Borrower shall be entitled to rely on consents and approvals executed by Administrative Agent without investigation as to the existence of proper authorization by the Lenders, and (z) so long as no Event of Default has occurred and is continuing and JPMorgan Chase Bank, N.A. and/or its Affiliates continue to hold at least 50% of the Loan, JPMorgan Chase Bank, N.A. shall continue to serve as the Administrative Agent under the Loan Documents.

Section 9.3Exculpation. (a)  Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Collateral or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for,

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seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of or any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) impair the enforcement of the Pledge Agreement or (g) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Pledge Agreement or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Collateral.

(b)Nothing contained herein shall in any manner or way release, affect or impair the right of Lender to recover, and Borrower shall be fully and personally liable and subject to legal action, for any actual out-of-pocket loss, cost, expense, damage, claim or other obligation (including without limitation reasonable attorneys’ fees and court costs, but expressly excluding indirect, consequential and punitive damages of any kind, except to the extent of consequential and indirect damages owed by Lender to an unaffiliated third party) incurred or suffered by Lender arising out of or in connection with the following:

(i)fraud or intentional material misrepresentation by Borrower, Senior Borrower or Guarantor in connection with origination or funding of the Loan;

(ii)the gross negligence or willful misconduct of Borrower, Senior Borrower or Guarantor in connection with the Loan or any Property;

(iii)physical waste of any Individual Property caused by the intentional acts of Borrower, any Individual Senior Borrower or Guarantor (except for physical waste caused by any omissions resulting from insufficient net cash flow from the Property or a failure or refusal of Senior Lender to make cash flow from the Property available to Senior Borrower to the extent Senior Lender is required to make such disbursement under the Senior Loan Agreement);

(iv)the removal or disposal of any portion of any Individual Property in contravention of the Loan Documents or Senior Loan Documents by or at the direction of Borrower, Senior Borrower or Guarantor during the continuance of an Event of Default;

(v)the misappropriation or conversion by Borrower, Senior Borrower or Guarantor in contravention of the Loan Documents of (A) any Insurance Proceeds paid by reason of any loss, damage or destruction to any Individual Property, (B) any Awards received in connection with a Condemnation of all or a portion of any Individual Property, (C) any Rents during the continuance of an Event of Default, or (D) any Rents paid more than one month in advance;

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(vi)Borrower’s failure to pay, or cause Senior Borrower to pay, Taxes (other than those that are being contested in accordance with the terms of this Agreement); provided, that there shall be no liability under this clause (vi) if (A) available cash flow which Borrower or Senior Borrower actually receives is insufficient to pay such amounts or (B) there are sufficient funds in the Tax and Insurance Escrow Fund to pay such Taxes prior to the date upon which such payment becomes delinquent and Senior Lender is required to use such amounts for the payment of such Taxes and fails to make such payment in accordance with this Agreement or the Senior Loan Agreement;

(vii)(1) Borrower’s failure to, or cause Senior Borrower to, obtain and maintain the fully paid for Insurance Policies in accordance with and to the extent required by Section 6.1 of the Senior Loan Agreement; provided, that there shall be no liability under this clause (vii) if (A) available cash flow which Borrower or Senior Borrower actually receives is insufficient to pay such amounts or (B) there are sufficient funds in the Tax and Insurance Escrow Fund to pay such insurance premiums prior to the date upon which such payment becomes delinquent and Senior Lender is required to use such amounts for the payment of such insurance premiums and fails to make such payment in accordance with this Agreement or (2) the failure of the windstorm/named storm Policies maintained by Senior Borrower to meet the requirements described in that certain Letter Agreement regarding insurance, dated as of the Closing Date, between Senior Lender and Senior Borrower;

(viii)Borrower’s failure to, or cause Senior Borrower to, pay charges for labor or materials or other charges or judgments that can create Liens on any portion of any Individual Property (other than those that are being contested in accordance with the terms of the Loan Documents and Senior Loan Documents), except to the extent of insufficient net cash flow from the Property or a failure or refusal of Senior Lender to make a disbursement of any Reserve Funds available to Borrower to the extent Lender is required to make such disbursement under this Agreement or the Senior Loan Agreement;

(ix)any security deposits, advance deposits or any other deposits collected with respect to any Individual Property which are not delivered to Senior Lender by Senior Borrower upon a foreclosure of any Individual Senior Borrower or any Individual Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the commencement of such foreclosure or action in lieu thereof;

(x)intentionally omitted;

(xi)the 3900 Paramount Parkway HVAC Issue and any actions, suits or proceedings in connection therewith until such time as the same is settled, dismissed pursuant to a final non-appealable decision of a court of competent jurisdiction or otherwise resolved in favor of Senior Borrower;

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(xii)a material breach of any representation set forth in Section 4.1.30 hereof that is not set forth in clause (c)(ii)(E) below (other than a failure to comply with the requirements set forth in clause (xii) and (xxiiii) of the definition of “Special Purpose Entity”);

(xiii)for any Individual Property for which an updated Survey was not delivered to Lender in connection with this Agreement, any Liens, encumbrances or other matters which would have been disclosed in an updated Survey for such Individual Property that was not disclosed in the Title Insurance Policy for such Individual Property received by Lender prior to the Closing Date, provided that prior to seeking any recovery pursuant to this clause (xiii) Lender shall first seek recovery under the applicable Title Insurance Policy for a period not to exceed six (6) months; provided, further, that subject to Senior Lender’s rights under the Senior Loan, (A) Borrower shall cooperate with Lender in making such claim and shall reimburse Lender for the reasonable out-of-pocket costs and expenses incurred by Lender in connection with seeking to recover such losses from such Title Insurance Policy, and (B) to the extent Borrower or Guarantor has paid or reimbursed Lender for any Losses under this clause (xiii) and Lender subsequently obtains recovery under the applicable Title Insurance Policy, Lender shall reimburse Borrower and/or Guarantor, as applicable, up to the amount of the Losses so paid or reimbursed);

(xiv)any Transfer in violation of the Loan Documents that is not a Permitted Transfer and is not otherwise set forth in clause (c)(ii)(C)(2);

(xv)Borrower or any Individual Senior Borrower fails to obtain Lender’s prior written consent to any secured Indebtedness or voluntary Lien encumbering the Properties or the Collateral (other than a Permitted Encumbrance), in each case, in violation of the Loan Documents or Senior Loan Documents; or

(xvi)any material modification or voluntary termination of the Ground Lease, any PILOT Lease or any PILOT Lease Documents by the applicable Individual Senior Borrower (other than in connection with the acquisition of fee title to the estate held by PILOT Lessor in accordance with Section 5.1.27(e) hereof) without Lender’s consent.

(c)Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (i) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code or other applicable Insolvency Law to file a claim for the full amount of the Debt secured by the Security Documents or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (ii) the Debt shall be fully recourse to Borrower in the event of any of the following:

(A)Borrower or any Borrower Party (1) files a voluntary petition, files any insolvency or reorganization case or proceeding, institutes proceedings to have such Borrower or Borrower

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Party be adjudicated bankrupt or insolvent or otherwise seeks relief, in each case under the Bankruptcy Code or any other Insolvency Law; (2) (x) solicits or causes to be solicited petitioning creditors for, or (y) supports, colludes with respect to, consents to or otherwise acquiesces in, approves or joins in any involuntary petition filed against such Borrower or Borrower Party by any other Person (other than Lender or Senior Lender) under the Bankruptcy Code or any other Insolvency Law; (3) applies for, or otherwise commences any process seeking, the appointment of a custodian, receiver, trustee, sequestrator, conservator, liquidator, examiner or similar person for such Borrower or Borrower Party or any portion of any Individual Property or the Collateral; or (4) admits, in writing (other than in correspondence with Lender in connection with a workout or restructuring of the Loan) or in any legal proceeding, such Borrower or Borrower Party’s insolvency or general inability to pay its debts as they become due (except as may be required under subpoena or pursuant to any court required document); provided, however, that Borrower shall not have any liability under this clause (A) to the extent of any of the foregoing that is undertaken by or at the direction of Lender or Senior Lender;

(B)any Transfer of a direct or indirect equity interest in any Restricted Party in violation of the Loan Documents;

(C)if Guarantor, Borrower or any Affiliate of the foregoing, in connection with any enforcement action or exercise or assertion of any right or remedy by or on behalf of Lender under or in connection with the Guaranty, the Note, the Pledge Agreement or any other Loan Document, raises a defense or seeks judicial intervention or injunctive or other equitable relief of any kind, or asserts in a pleading filed in connection with a judicial proceeding any defense against Lender or any right in connection with any security for the Loan, in each case which are raised or asserted in bad faith or are frivolous as finally determined by a court of competent jurisdiction;

(D)any Borrower Party, Guarantor or any Affiliate of any of them causes any of Holdco or TRS to amend or otherwise modify its organizational documents in order to amend or repeal its election to be governed by Article 8 of the UCC, or any termination or cancellation of the limited liability company membership certificate evidencing Borrower’s one hundred percent (100%) limited liability company interest in NLO Pledgor LLC or Member’s one hundred percent (100%) common liability company interest in Borrower, as delivered to Lender on the Closing Date in connection with the Pledge Agreement;

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(E)if Borrower, Senior Borrower or other Borrower Party fails to maintain its status as a Special Purpose Entity or comply with any representation, warranty or covenant set forth in Section 4.1.30 hereof, in each case, that results in a substantive consolidation of any Borrower Party with any other Person in any bankruptcy proceeding involving or consolidating such Borrower Party, the Properties, the Collateral or any assets or liabilities of such Borrower Party (other than a failure to comply with the requirements set forth in clause (xii) and (xxiv) of the definition of “Special Purpose Entity”);

(F)if the Section 362(e)(2)(C) Election is not timely filed; or

(G)if, at any time after the CTB Effective Date, Borrower is not treated as a corporation (including, for the avoidance of doubt, a REIT) for U.S. federal income tax purposes or Borrower is treated as a QRS.

(d)Subject to and without impairing the obligations of Borrower hereunder or under the Loan Documents (including Sections 9.2 and 9.3 hereof) or the obligations of any the Guarantor under the Guaranty and the Environmental Indemnity, or any other Borrower Party under any Loan Document to which it is a party, no direct or indirect shareholder, partner, member, principal, affiliate, employee, officer, trustee, director, agent or other representative of Borrower and/or of any of his or its Affiliates (a “Related Party”) shall have any personal liability for, nor be joined as party to, any action with respect to payment, performance or discharge of any covenants, obligations, or undertakings of Borrower under this Agreement, and by acceptance hereof, Lender for itself and its successors and assigns irrevocably waives any and all right to sue for, seek or demand any such damages, money judgment, deficiency judgment or personal judgment against any Related Party under or by reason of or in connection with this Agreement or the other Loan Documents; provided that (a) any Related Party that is a party to any Loan Document or any other separate written guaranty, indemnity or other agreement given by such Related Party in connection with the Loan (including Borrower) shall remain fully liable therefor and the foregoing provisions shall not operate to limit or impair the liabilities and obligations of such Related Parties or the rights and remedies of Lender thereunder and (b) the foregoing provisions shall not constitute a waiver, release or impairment of any obligation evidenced or secured by the Loan Documents or otherwise affect the validity or enforceability of this Agreement and Lender’s rights and remedies against Borrower hereunder.

Section 9.4Matters Concerning Manager. If (a) an Event of Default relating to the Individual Property to which a Management Agreement relates has occurred and remains uncured, or (b) Manager shall become subject to a Bankruptcy Action, Borrower shall, at the written request of Lender, cause Senior Borrower to terminate the Management Agreement and, at Senior Borrower’s election, either self-manage or replace the Manager with a Qualified Manager pursuant to a Replacement Management Agreement, it being understood and agreed

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that the management fee for such Qualified Manager shall not exceed then prevailing market rates.

Section 9.5Servicer. At the option of Lender, the Loan may be serviced by a master servicer, primary servicer, special servicer and/or trustee (any such master servicer, primary servicer, special servicer, and trustee, together with its agents, nominees or designees, are collectively referred to as “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to Servicer pursuant to a pooling and servicing agreement, servicing agreement, special servicing agreement or other agreement providing for the servicing of one or more mortgage loans (collectively, the “Servicing Agreement”) between Lender and Servicer. Borrower shall not be responsible for any set up fees or any other initial costs relating to or arising under the Servicing Agreement or the payment of the regular monthly master servicing fee or trustee fee due to Servicer under the Servicing Agreement or any fees or expenses required to be borne by, and not reimbursable to, Servicer other than the Administration Fee required to be paid pursuant to Section 2.3.6. Notwithstanding the foregoing, Borrower shall promptly reimburse Lender on demand for (a) interest payable on advances made by Servicer with respect to delinquent debt service payments (to the extent charges are due pursuant to Section 2.3.4 and interest at the Default Rate actually paid by Borrower in respect of such payments are insufficient to pay the same) or out-of-pocket expenses paid by Servicer or trustee in respect of the protection and preservation of the Properties (including, without limitation, payments of Taxes and Insurance Premiums) and (b) all costs and expenses, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees payable by Lender to Servicer: (i) if the Loan or any portion of the Loan is subject to a Securitization, as a result of an Event of Default under the Loan or the Loan becoming specially serviced, an enforcement, refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” of the Loan Documents or in connection with any Bankruptcy Action and which special servicing fees shall not exceed 0.25% per annum; (ii) if the Loan or any portion of the Loan is subject to a Securitization; (iii) any liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees that are due and payable to Servicer under the Servicing Agreement or the trustee, which fees may be due and payable under the Servicing Agreement on a periodic or continuing basis, which liquidation fees shall not exceed 0.5% of any liquidation proceeds received on the Loan and which workout fees shall not exceed 0.5% of each collection of interest and principal received on the Loan; (iv) the costs of all property inspections and/or appraisals of the Properties (or any updates to any existing inspection or appraisal) that Servicer or the trustee may be required to obtain (other than the cost of regular annual inspections required to be borne by Servicer under the Servicing Agreement); or (v) except as expressly set forth in this Agreement, any special requests made by Borrower or Guarantor during the term of the Loan including, without limitation, in connection with a prepayment, assumption or modification of the Loan.

Section 9.6Senior Loan; Intercreditor Agreement.

(a)Borrower acknowledges and agrees that (i) the Intercreditor Agreement is intended solely for the benefit of the parties thereto, (ii) none of Borrower or any of its Affiliates

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is an intended third-party beneficiary of any of the provisions therein or entitled to rely on any of the provisions contained therein, and (iii) any Intercreditor Agreement may allow the Senior Lender certain additional forbearances and accommodations not otherwise available to Borrower (including, among other things, additional time to cure defaults by Borrower and the right to purchase the Loan under certain circumstances) and that Borrower hereby waives any objection thereto. None of Lender or Senior Lender shall have any obligation to disclose to Borrower the contents of any Intercreditor Agreement. Borrower’s and Guarantor’s obligations under this Agreement and the other Loan Documents are and will be independent of each Intercreditor Agreement and shall remain unmodified by the terms and provisions thereof. In connection with the exercise of its rights set forth in the Loan Documents or any Intercreditor Agreement, Lender shall have the right at any time to discuss the Property, the Collateral, the Senior Loan, the Loan or any other matter relating to the Property, the Collateral, the Senior Loan or the Loan directly with the Senior Lender or any of their respective consultants, agents or representatives, without notice to or permission from Borrower or any Guarantor, and Lender shall have no obligation to disclose such discussions or the contents thereof with Borrower, Guarantor or WPC. Borrower hereby acknowledges and agrees that (A) the risks of Senior Lender in making the Senior Loan are different from the risks of Lender in making the Loan, (B) in determining whether to grant, deny, withhold or condition any requested consent or approval, or exercise any rights, Senior Lender may reasonably reach different conclusions, and (C) Lender has an absolute independent right to grant, deny, withhold or condition any requested consent or approval, or exercise any rights, in accordance with the applicable standard set forth in the Loan Documents based on its exercise of judgment subject to such standard.

(b)Borrower shall (or shall cause Senior Borrower to): (a) pay all principal, interest and other sums required to be paid by Senior Borrower under and pursuant to the provisions of the Senior Loan Documents; (b) comply with all of the terms, covenants and conditions of the Senior Loan Documents on the part of Senior Borrower to be performed and observed, unless such performance or observance shall be waived in writing by Senior Lender; and (c) deliver a true, correct and complete copy of all material notices, demands, or material correspondence (including electronically transmitted items) given or received by Senior Borrower or Guarantor to or from Senior Lender, except to the extent Lender and Senior Lender are the same Person or Affiliates at the time the same was given. In the event of a refinancing of the Senior Loan permitted by the terms of this Agreement, Borrower will cause all Reserve Funds on deposit with Senior Lender to either (i) be utilized by Senior Borrower to reduce the amount due and payable to the Senior Lender or (ii) alternatively, be remitted to Lender to be held in the Reserve Funds required hereunder, if any, and any excess shall be applied as a mandatory prepayment of the Loan, in either case, unless otherwise agreed to (in writing) by Lender.

(c)None of Guarantor, Borrower, Senior Borrower nor any Affiliate of any of them shall acquire or agree to acquire the Senior Loan, or any portion thereof or any interest therein, or any direct or indirect ownership interest in the holder of the Senior Loan, via purchase, transfer, exchange or otherwise, except for any interest in securities to the extent the Senior Loan has been securitized, and any breach or attempted breach of this provision shall constitute an Event of Default hereunder. If, solely by operation of applicable subrogation law,

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Borrower or Senior Borrower or any Affiliate of any of them shall have failed to comply with the foregoing, then Borrower: (i) shall immediately notify Lender of such failure; (ii) shall cause any and all such prohibited parties acquiring any interest in the Senior Loan Documents: (A) not to enforce the Senior Loan Documents; and (B) upon the request of Lender, to the extent any of such prohibited parties has or have the power or authority to do so, to promptly: (1) cancel the promissory notes evidencing the Senior Loan, (2) reconvey and release the lien securing the Senior Loan and any other collateral under the Senior Loan Documents, and (3) discontinue and terminate any enforcement proceeding(s) under the Senior Loan Documents.

(d)Without the express prior written consent of Lender, Borrower shall not, and Borrower shall not cause, suffer or permit Senior Borrower to refinance all or any portion of the Senior Loan, unless such refinancing of the Senior Loan will result in the repayment of the Debt in full in accordance with this Agreement and the other Loan Documents. Notwithstanding anything stated herein to the contrary, any provisions in this Agreement cross-referencing or incorporating by reference provisions of the Senior Loan Documents shall be effective and such references shall be (and hereby are) expressly incorporated herein and made a part hereof notwithstanding the termination of the Senior Loan Documents, by payment in full of the Senior Loan, or otherwise, except to the extent that such provisions relate to obligations arising under the Senior Loan Documents that are no longer in effect following such termination. Upon the repayment or prepayment of the Senior Loan in full, Borrower shall enter into such amendments, supplements, modifications of this Agreement and the other Loan Documents and take such other actions as Lender may reasonably require at Borrower’s sole cost and expense in connection with the Senior Loan being repaid in full, provided that neither Borrower nor Guarantor shall be required to take any action which either increases the obligations and liabilities of Borrower or Guarantor or decreases the rights and interests of Borrower or Guarantor (in each case, other than to a de minimis extent), except as contemplated by the provisions of the Loan Documents.

ARTICLE X – MISCELLANEOUS

Section 10.1Survival. This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the Debt is outstanding and unpaid unless a longer period is expressly set forth herein or in the other Loan Documents. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the legal representatives, successors and permitted assigns of such party. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and permitted assigns of Lender.

Section 10.2Lender’s Discretion. Whenever pursuant to this Agreement, Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive.

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Section 10.3Governing Law. (A)  THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, THE LOAN WAS MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE LOAN DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT, THE NOTE AND OTHER LOAN DOCUMENTS AND OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF BORROWER AND LENDER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, AND THIS AGREEMENT, THE NOTE AND THE OTHER LOAN DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b)ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND EACH OF BORROWER AND LENDER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH OF BORROWER AND LENDER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING.

Section 10.4Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement, or of the Note, or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

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Section 10.5Delay 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, or under the Note or under any other Loan Document, or 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 under this Agreement, the Note or 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 10.6Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted or desired to be given hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or by reputable overnight courier, or electronically transmitted by email with hard copy delivered by hand or reputable overnight courier (unless waived by Lender as described below), addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 10.6. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), (c) on the next Business Day if sent by an overnight commercial courier and (d) if transmitted by email, (A) if such email was sent prior to 5 P.M. EST on a Business Day, then on the date such email was sent; provided that a hard copy of such email (and any and all attachments) is delivered by hand or reputable overnight courier on the immediately succeeding Business Day, or (y) if such email was sent on a day that is not a Business Day or after 5 P.M. EST on a Business Day, then on the Business Day immediately succeeding the date such email was sent; provided that a hard copy of such email (and any and all attachments) is delivered by hand or reputable overnight courier on the second Business Day immediately following the date on which such email was sent; provided, however, that by written notice to Borrower, Lender shall have the unilateral right at any time to waive the hard copy requirement with respect to all Notices sent via email, in each case addressed to the parties as follows:

If to Lender:            JPMorgan Chase Bank, N.A.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Simon B. Burce

Email: simon.burce@jpmchase.com

with a copy to:       JPMorgan Chase Bank, N.A.

4 Chase Metrotech Center, 4th Floor

Brooklyn, New York 11245-0001

Attention: Nancy S. Alto

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and

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention: Marco P. Caffuzzi; Frank J. Mangiatordi

Email:marco.caffuzzi@skadden.com;

frank.mangiatordi@skadden.com

If to Borrower:       c/o W. P. Carey Inc.

One Manhattan West

395 9th Avenue, 58th Floor

New York, New York 10001

Attention: Director, Asset Management

With a copy to:      W. P. Carey Inc.

One Manhattan West

395 9th Avenue, 58th Floor

New York, NY 10001

Attention: Legal Transactions Department

And to:                    Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Michael J. Haas

Email: Michael.haas@lw.com

Any party may change the address to which any such Notice is to be delivered by furnishing ten (10) days written notice of such change to the other parties in accordance with the provisions of this Section 10.6. Notices shall be deemed to have been given on the date as set forth above, even if there is an inability to actually deliver any such Notice because of a changed address of which no Notice was given, or there is a rejection or refusal to accept any Notice offered for delivery. Notice for any party may be given by its respective counsel. Additionally, Notice from Lender may also be given by Servicer and Lender hereby acknowledges and agrees that Borrower shall be entitled to rely on any Notice given by Servicer as if it had been sent by Lender.

Section 10.7Trial by Jury. EACH OF BORROWER AND LENDER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH OF BORROWER AND LENDER IS

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HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY SUCH OTHER PARTY.

Section 10.8Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 10.9Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 10.10Preferences. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any Insolvency Law, state or federal law, common law or equitable cause, then, 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 to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 10.11Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 10.12Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, Borrower agrees that neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedies shall be limited to commencing an action seeking injunctive relief or declaratory judgment. The parties hereto agree that any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 10.13Expenses; Indemnity. Without duplication of any of the same amounts actually paid by Borrower under this Agreement or any other Loan Document, and except as set forth in Section 9.1.1(b), (a)  Borrower covenants and agrees to pay or, if Borrower fails to pay, to reimburse, Lender within ten (10) Business Days following receipt of written

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notice from Lender for all reasonable, out-of-pocket costs and expenses (including reasonable out-of-pocket attorneys’ fees and expenses) actually incurred by Lender in connection with (i) the preparation, negotiation, execution and delivery of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby and all the costs of furnishing all opinions by counsel for Borrower (including without limitation any opinions requested by Lender as to any legal matters arising under this Agreement or the other Loan Documents with respect to the Properties); (ii) Borrower’s ongoing performance of and compliance with Borrower’s respective 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, without limitation, confirming compliance with environmental and insurance requirements; (iii)  Lender’s ongoing performance and compliance with all agreements and conditions contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, to the extent the same is required in connection with any request by Borrower or Guarantor for any approvals, waivers, subordination and non-disturbance agreements, or similar agreements with respect to the Loan Documents, the Properties or Borrower; (iv) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (v) securing Borrower’s compliance with any requests made pursuant to the provisions of this Agreement; (vi) the filing and recording fees and expenses, title insurance and fees and expenses of counsel for providing to Lender all required legal opinions, and other similar reasonable out-of-pocket expenses incurred in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (vii) 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, the Collateral, or any other security given for the Loan; and (viii) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Collateral (including, without limitation, but subject to Section 9.5, any fees and expenses incurred by or payable to Servicer or a trustee in connection with the transfer of the Loan to a special servicer upon Servicer’s anticipation of a Default or Event of Default, liquidation fees, workout fees, special servicing fees, operating advisor fees or any other similar fees and interest payable on advances made by the Servicer with respect to delinquent debt service payments or expenses of curing Borrower’s defaults under the Loan Documents) or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work out” or in connection with any Bankruptcy Action or any other amounts required under Section 9.5; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any cost and expenses due and payable to Lender may be paid from any amounts in the Lockbox Account or Cash Management Account, in accordance with the terms of the Lockbox Agreement, the Cash Management Agreement and this Agreement, as applicable.

(b)Borrower shall indemnify, defend and hold harmless the Indemnified Persons from and against any and all other actual out-of-pocket liabilities, obligations, losses, damages (but expressly excluding any consequential, special, speculative, exemplary, or punitive

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damages, except to the extent that a party seeking indemnification of such amount has paid or is required to pay the same to a third party other than as a result of any Indemnified Party’s own willful misconduct, gross negligence, illegal acts or fraud), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable out-of-pocket fees and disbursements of counsel in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not an Indemnified Person shall be designated a party thereto), that may be imposed on, incurred by, or asserted against any Indemnified Person in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to any Indemnified Person hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Person. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnified Person. This Section 10.13(b) shall not apply with respect to Section 2.7 Taxes other than any Section 2.7 Taxes that represent liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses or disbursements arising from any non-tax claim.

(c)Borrower covenants and agrees to pay for or, if Borrower fails to pay, to reimburse Lender for, any fees and expenses incurred by any Rating Agency in connection with any Rating Agency review of the Loan, the Loan Documents or any transaction contemplated thereby or any consent, approval, waiver or confirmation obtained from such Rating Agency pursuant to the terms and conditions of this Agreement or any other Loan Document and Lender shall be entitled to require payment of such fees and expenses as a condition precedent to the obtaining of any such consent, approval, waiver or confirmation.

(d)Borrower shall jointly and severally indemnify the Lender and each of its respective officers, directors, partners, employees, representatives, agents and Affiliates against any liabilities to which Lender, each of its respective officers, directors, partners, employees, representatives, agents and Affiliates, may become subject in connection with any indemnification to the Rating Agencies in connection with issuing, monitoring or maintaining the Securities insofar as the liabilities arise out of or are based upon any untrue statement of any material fact in any information provided by or on behalf of Borrowers to the Rating Agencies (the “Covered Rating Agency Information”) or arise out of or are based upon the omission to state a material fact in the Covered Rating Agency Information required to be stated therein or necessary in order to make the statements in the Covered Rating Agency Information, in light of the circumstances under which they were made, not misleading.

Section 10.14Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

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Section 10.15Offsets, Counterclaims and Defenses. Any permitted assignee of Lender’s interest in and to this Agreement, the Note and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 10.16No Joint Venture or Partnership; No Third-Party Beneficiaries. (a)  Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy in common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Properties other than that of pledgee, beneficiary or lender.

(b)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 and Borrower any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of 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 10.17Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan Chase Bank, National Association, or any of their Affiliates shall be subject to the prior written approval of Lender and JPMorgan Chase Bank, National Association in their sole discretion. Notwithstanding anything to the contrary herein, the restrictions set forth herein shall not apply to any Person whose shares are publicly traded or its Affiliates’ disclosure of information that is required by applicable Legal Requirements, legal process, or regulation, and/or is required in connection with public filings or other public disclosures, including, without limitation, in connection with a quarterly earnings report, investor communications or presentation, earnings call or a press release in conjunction therewith.

Section 10.18Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Collateral, or to a sale in inverse order of alienation in the event of foreclosure of the Pledge Agreement, and agrees not to assert any right under any laws pertaining to the marshalling of

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assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Collateral in preference to every other claimant whatsoever.

Section 10.19Waiver of Counterclaim. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents.

Section 10.20Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 10.21Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower hereby agrees to indemnify, defend and hold Lender harmless from and against any and all actual out-of-pocket claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ reasonable out-of-pocket fees and expenses) in any way relating to or arising from a claim by any Person that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 10.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 10.22Prior 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, between Borrower and Lender are superseded by the terms of this Agreement and the other Loan Documents.

Section 10.23Joint and Several Liability. If Borrower consists of more than one (1) Person the obligations and liabilities of each Person shall be joint and several.

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Section 10.24Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a)the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice (but not more than four (4) times in any twelve (12) month period. In no event shall Borrower or its designated representative be under any obligation to follow or implement any advice or recommendations of the Lender or disclose any privileged or confidential information in connection with such consultations. The rights of the Lender provided in this Section 10.24 are expressly limited to consultation, and shall not include any other rights or obligations, including without limitation, any right or obligation to supervise or conduct any aspect of the Borrower’s business or operations;

(b)the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice; and

the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive the monthly, quarterly and year-end financial reports required to be delivered pursuant to the terms of Section 5.1.11. The rights described above in this Section 10.24 may be exercised by Lender on behalf of any entity which owns and Controls, directly or indirectly, substantially all of the interests in Lender.

Section 10.25Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected 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 the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)the effects of any Bail-in Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it,

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and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

Section 10.26Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this transaction shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

NLO MEZZANINE BORROWER LLC,
a Delaware limited liability company
By:	/s/ Eric Rogers
	Name: Eric Rogers
	Title: Authorized Signatory
	JPMORGAN CHASE BANK,
	NATIONAL ASSOCIATION
By:	/s/ Jessica Wong
	Name: Jessica Wong
	Title: Authorized Signatory

[Signature Page to Mezzanine Loan Agreement]

EXHIBIT  A

SENIOR BORROWER

1.ADS2 (CA) LLC, a Delaware limited liability company (Organizational ID: 7673217)

2.FLOUR POWER (OH) LLC, a Delaware limited liability company (Organizational ID: 6888309)

3.Roosevelt Blvd North (FL) LLC, a Delaware limited liability company (Organizational ID: 7634556)

4.GRC-II (TX) Limited Partnership, a Delaware limited partnership (Organizational ID: 3798892)

5.Medi (PA) LLC, a Delaware limited liability company (Organizational ID: 3593495)

6.308 Route 38 LLC, a Delaware limited liability company (Organizational ID: 2999976)

7.Develop (TX) LP, a Delaware limited partnership (Organizational ID: 3288601)

8.HM Benefits (MI) LLC, a Delaware limited liability company (Organizational ID: 3886040)

9.Drug (AZ) LLC, a Delaware limited liability company (Organizational ID: 3287118)

10.Metaply (MI) LLC, a Delaware limited liability company (Organizational ID: 4973184)

11.WPC Crown Colony (MA) LLC, a Delaware limited liability company (Organizational ID: 5322028)

12.Call LLC, a Delaware limited liability company (Organizational ID: 2896533)

13.Telegraph (MO) LLC, a Delaware limited liability company (Organizational ID: 4261083)

14.Spring Forest Road (NC) LLC, a Delaware limited liability company (Organizational ID: 7634584)

15.Vandenburg Blvd (PA) LLC, a Delaware limited liability company (Organizational ID: 7634579)

16.JPCENTRE (TX) LLC, a Delaware limited liability company (Organizational ID: 4782704)

17.Rush IT LLC, a Delaware limited liability company (Organizational ID: 2863657)

18.AIRLIQ (TX) LLC, a Delaware limited liability company (Organizational ID: 4908604)

19.Health Landlord (MN) LLC, a Delaware limited liability company (Organizational ID: 5078816)

20.HNGS AUTO (MI) LLC, a Delaware limited liability company (Organizational ID: 5402741)

21.ICall BTS (VA) LLC, a Delaware limited liability company (Organizational ID: 4963088)

EXHIBIT A

22.500 Jefferson Tower (TX) LLC, a Delaware limited liability company (Organizational ID: 5430475)

23.601 Jefferson Tower (TX) LLC, a Delaware limited liability company (Organizational ID: 5232800)

24.Morisek Hoffman (IL) LLC, a Delaware limited liability company (Organizational ID: 4752984)

25.RRD (IL) LLC, a Delaware limited liability company (Organizational ID: 5208291)

26.USO Landlord (TX) LLC, a Delaware limited liability company (Organizational ID: 4713324)

27.RACO (AZ) LLC, a Delaware limited liability company (Organizational ID: 5443541)

28.AUTOPRO (GA) LLC, a Delaware limited liability company (Organizational ID: 5452791)

29.6000 Nathan (MN) LLC, a Delaware limited liability company (Organizational ID: 5629834)

30.Stone Oak 17 (TX) LLC, a Delaware limited liability company (Organizational ID: 5639354)

31.Oak Creek 17 Investor (WI) LLC, a Delaware limited liability company (Organizational ID: 6097216)

32.Truth (MN) LLC, a Delaware limited liability company (Organizational ID: 6475867)

33.Morrisville Landlord (NC) LP, a Delaware limited partnership (Organizational ID: 7230919)

34.Mercury (MI) LLC, a Delaware limited liability company (Organizational ID: 7557508)

EXHIBIT A

EX-21.1

Exhibit 21.1

NET LEASE OFFICE PROPERTIES

SUBSIDIARIES OF REGISTRANT

Name of Subsidiary	Ownership	State or Country of Incorporation
NLO OP LLC	100%	Delaware
NLO Mezzanine Borrower LLC	100%	Delaware
NLO Pledgor LLC	100%	Delaware
NLO MB TRS LLC	100%	Delaware
NLO Holding Company	100%	Delaware
Drug (AZ) LLC	100%	Delaware
JPCENTRE (TX) LLC	100%	Delaware
601 Jefferson Tower (TX) LLC	100%	Delaware

EX-99.1

Exhibit 99.1

                     , 2023

Dear W. P. Carey Stockholder,

We are pleased to inform you that on                , 2023, the Board of Directors of W. P. Carey Inc., a Maryland corporation (“WPC”), declared a distribution of the outstanding common shares (“common shares”) of beneficial interest of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”) (the “Distribution”), which will be a publicly-traded real estate investment trust and hold the Office Properties (as hereinafter defined) and certain other assets.

Prior to the Distribution, WPC will contribute certain office properties to NLOP (the “Separation” and such properties, the “Office Properties”) and, pursuant to terms and conditions of a separation and distribution agreement, commence the Distribution on                , 2023. Following the Separation and the Distribution, NLOP will be a publicly-traded real estate investment trust, with a portfolio of 59 office properties previously owned by WPC, totaling approximately 9.2 million total leasable square feet. Following the Distribution, we will manage NLOP through certain of WPC’s wholly-owned subsidiaries pursuant to advisory agreements (collectively, the “Advisory Agreements”). Under the Advisory Agreements, we will offer strategic management services to NLOP, including asset management, property disposition support and various related services. NLOP will pay us management fees and also reimburse us for certain expenses incurred in providing services to NLOP.

We believe that this transaction will allow WPC and NLOP to focus on their respective portfolios with distinct business strategies. We also believe that the Separation and the Distribution will enable current and potential investors, and the financial community, to evaluate WPC and NLOP separately and better assess the performance and future prospects of each business, including allowing investors to better assess the financial and operational performance of the Office Properties, and make investment decisions based on the unique aspects of the evolving office property market and NLOP’s overall business plan to seek to maximize stockholder value.

The Distribution is expected to occur on                    , 2023, by way of a pro rata special dividend to WPC common stockholders of record as of the close of business on the record date for the Distribution. Assuming that the conditions to the Distribution are satisfied, holders of every          shares of WPC common stock, $0.001 par value per share (“WPC common stock”), will be entitled to receive one common share of NLOP. The Distribution is intended to be a taxable distribution to such WPC stockholders for U.S. federal income tax purposes. The Distribution of the common shares of NLOP is subject to the satisfaction of certain conditions.

WPC stockholders are not required to approve the Distribution, and you are not required to take any action to receive your common shares of NLOP. Following the Distribution, you will own shares in both WPC and NLOP. The number of shares of WPC stock that you own prior to the Distribution will not change as a result of the Distribution. WPC common stock will continue to trade on the New York Stock Exchange under the symbol “WPC.” NLOP will apply to list its common shares on the New York Stock Exchange under the symbol “NLOP.”

We have prepared the enclosed information statement, which is being mailed to all holders of shares of WPC common stock that are expected to receive common shares of NLOP in the Distribution. The information statement describes the Separation and the Distribution in detail and contains important information about NLOP, its business, financial condition and operations. We urge you to read the information statement carefully.

We want to thank you for your continued support of WPC, and we look forward to your future support of NLOP.

Sincerely,

Jason E. Fox
Chief Executive Officer

                                 , 2023

Dear NLOP Shareholder,

It is our pleasure to welcome you as a shareholder of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”). Following the distribution of all of the common shares of beneficial interest (“common shares”) of NLOP (the “Distribution”) by W. P. Carey Inc. (“WPC”), our company will be a publicly-traded real estate investment trust that will own, operate and seek to maximize shareholder value through dispositions of high-quality office properties located in markets in the United States and Europe.

Following the Distribution, we will be managed by WPC through certain of its wholly-owned subsidiaries (the “Advisors”). Pursuant to advisory agreements, the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us.

After the Distribution, we, through our Board of Trustees and the Advisors, intend to focus on maximizing value for our shareholders primarily through strategic asset management and dispositions of our assets. We believe that our Advisors’ extensive experience, proven track record in office real estate and net lease properties, as well as their in-depth market knowledge and long-standing relationships with local, regional, national and international industry participants, will enable us to successfully execute our business strategy.

We expect that our common shares will be listed on the New York Stock Exchange under the symbol “NLOP.”

We invite you to learn more about NLOP by carefully reviewing the enclosed information statement, which describes the distribution of NLOP common shares in detail and contains important information about NLOP, our business, financial condition and results of operations, as well as certain risks related to our business. The information statement also explains how you will receive your NLOP common shares. We look forward to your support as a shareholder of NLOP.

Sincerely,

Jason E. Fox

Chief Executive Officer

Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED SEPTEMBER 21, 2023

INFORMATION STATEMENT

Net Lease Office Properties

This information statement is being furnished in connection with the distribution by W. P. Carey Inc., a Maryland corporation (“WPC”), to its common stockholders of record as of the close of business on,                       2023, the expected record date for the distribution of all of the outstanding common shares of beneficial interest (“common shares”) of Net Lease Office Properties, a Maryland real estate investment trust (“NLOP”) (the “Distribution”), and until the Distribution Date (as defined below), a wholly-owned subsidiary of WPC. WPC is a Maryland real estate investment trust and leading owner of a diversified portfolio of commercial real estate listed on the New York Stock Exchange (the “NYSE”) under the symbol “WPC.”

Prior to the Distribution, WPC will contribute certain office properties to NLOP (the “Separation” and such properties, the “Office Properties”), and then, pursuant to terms and conditions of a separation and distribution agreement (the “Separation and Distribution Agreement”), commence the Distribution on                    , 2023. Following the Separation, we will own 59 office properties previously owned by WPC totaling approximately 9.2 million total leasable square feet (collectively with the Office Properties, the “NLOP Business”).

The Distribution will be conducted pursuant to the terms of the Separation and Distribution Agreement. The Distribution is subject to certain conditions, described under the heading “The Separation and the Distribution.”

We expect that the NLOP common shares will be distributed to WPC common stockholders of record as of the close of business on the record date for the Distribution, with such Distribution to occur on                       , 2023 (the “Distribution Date”). In the Distribution, WPC will distribute all of the outstanding NLOP common shares on a pro rata basis to such WPC common stockholders, in a transaction that is intended to be a taxable distribution for U.S. federal income tax purposes. For every          shares of WPC common stock, $0.001 par value per share (the “WPC common stock”), held of record by WPC stockholders as of the close of business on                          , 2023, the expected record date for the Distribution, such stockholder will receive one common share of beneficial interest of NLOP, $0.001 par value per share (the “NLOP common shares”). WPC stockholders will receive cash in lieu of any fractional NLOP common shares that such holders would have otherwise received as a result of the Distribution.

As discussed under “The Separation and the Distribution – Trading Before the Distribution Date,” if you sell your shares of WPC common stock in the “regular-way” market beginning as early as two days before the record date and up to and through the Distribution Date you also will be selling your right to receive NLOP common shares in connection with the Distribution. However, if you sell your shares of WPC common stock in the “ex-distribution” market during the same period, you will retain your right to receive NLOP common shares in connection with the Distribution.

There is no current trading market for NLOP common shares, although we expect that a limited market, commonly known as a “when-issued” trading market, will develop as early as two trading days before the record date for the Distribution, and we expect “regular-way” trading of NLOP common shares to begin on the first trading day following the completion of the Distribution. We expect that our common shares will be listed on the NYSE under the symbol “NLOP.”

Following the Distribution, we will be managed by WPC through certain of its wholly-owned subsidiaries (the “Advisors”). Pursuant to advisory agreements (collectively, the “Advisory Agreements”), the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us.

After the Distribution, we, through our Board of Trustees and the Advisors, intend to focus on maximizing value for our shareholders primarily through the thoughtful operation, strategic asset management, and dispositions of our assets. We believe that our Advisors’ extensive experience, proven track record in office real estate and net lease properties, as well as their in-depth market knowledge and long-standing relationships with local, regional, national and international industry participants, will enable us to successfully execute our business strategy.

We intend to elect and qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes (a “REIT”), commencing with the taxable year in which the Distribution occurs. Our common shares will be subject to limitations on ownership and transfer that, among other purposes, are intended to assist us in qualifying as a REIT. Our declaration of trust (the “Declaration of Trust”) will contain certain restrictions relating to the ownership and transfer of our common shares, including, subject to certain exceptions, a 9.8% limit, in value or by number of shares, whichever is more restrictive, on the ownership of outstanding common shares and a 9.8% limit, in value or by number of shares, whichever is more restrictive, on the ownership of shares of each class and series of outstanding preferred shares. For more information, see “Description of Our Securities – Restrictions on Ownership and Transfer.”

Following the Distribution, we expect to be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, and, as such, are allowed to provide in this information statement more limited disclosure than an issuer that would not so qualify. In addition, for so long as we remain an emerging growth company, we may also take advantage of certain limited exceptions from investor protection laws such as the Sarbanes-Oxley Act of 2002, as amended, and the Investor Protection and Securities Reform Act of 2010, for limited periods.

WPC stockholders are not required to approve the Distribution, and you are not required to take any action to receive your NLOP common shares.

In reviewing this information statement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 31.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is                  , 2023.

This information statement was first mailed to WPC stockholders on or about,                       , 2023.

TABLE OF CONTENTS

	Page
SELECTED DEFINITIONS	ii
INFORMATION STATEMENT SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION	19
SUMMARY HISTORICAL COMBINED FINANCIAL DATA	28
RISK FACTORS	31
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS	57
THE SEPARATION AND THE DISTRIBUTION	59
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION	69
MANAGEMENT COMPENSATION	77
CONFLICTS OF INTEREST	78
DIVIDEND POLICY	80
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS	81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	89
BUSINESS AND PROPERTIES	108
MANAGEMENT	119
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	133
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	135
DESCRIPTION OF MATERIAL INDEBTEDNESS	137
DESCRIPTION OF OUR SECURITIES	140
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	151
SHARES ELIGIBLE FOR FUTURE SALE	174
WHERE YOU CAN FIND MORE INFORMATION	175
INDEX TO FINANCIAL STATEMENTS	F-1

i

SELECTED DEFINITIONS

Unless the context otherwise requires, all references in this information statement to “NLOP,” “our company,” “the company,” “us,” “our” and “we” refer to Net Lease Office Properties, a Maryland real estate investment trust, and its consolidated subsidiaries. The amounts shown in the tables in this information statement may not sum to totals due to rounding. Except as otherwise indicated or unless the context otherwise requires, all references to NLOP per share data assume the application of the Distribution Ratio, and references to:

•“ABR” means the contractual minimum annualized base rent for NLOP’s net-leased properties. If there is a rent abatement, NLOP annualizes the first monthly contractual base rent following the free rent period.

•“Advisors” means the US Advisor and the European Advisor, which are the entities named as the Advisors under the US Advisory Agreement and the European Advisory Agreement, respectively, together with their affiliates, that perform services on its behalf in connection with each such Advisory Agreement.

•“Advisory Agreements” means the US Advisory Agreement and the European Advisory Agreement, pursuant to which the Advisors will provide NLOP with strategic management services, including asset management, property disposition support and various related services.

•“Board” means the Board of Trustees of Net Lease Office Properties.

•“Bylaws” means the Amended and Restated Bylaws of NLOP to be effective immediately prior to the Distribution.

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

•“common shares” means NLOP’s common shares of beneficial interest, $0.001 par value per share.

•“Computershare” means Computershare Inc. and Computershare Trust Company, N.A.

•“CPA:18” means Corporate Property Associates 18 – Global Incorporated, a Maryland corporation, which WPC acquired in August 2022.

•“CPA:18 Properties” means the nine office properties WPC acquired as part of its acquisition of CPA:18.

•“Declaration of Trust” means NLOP’s Amended and Restated Declaration of Trust to be effective immediately prior to the Distribution.

•“Distribution” means the distribution of the outstanding common shares, by WPC, pursuant to the terms and conditions of the Separation and Distribution Agreement.

•“Distribution Date” means the date the common shares will be distributed by WPC to WPC common stockholders of record as of the close of business on the record date for the Distribution, with such Distribution to occur on                , 2023.

•“Distribution Ratio” means one NLOP common share for every           shares of WPC common stock.

•“European Advisor” means W. P. Carey & Co. B.V., a wholly-owned subsidiary of WPC.

•“European Advisory Agreement” means the European Advisory Agreement, between NLOP and  W. P. Carey & Co. B.V., with respect to the Office Properties located in Europe.

•“GAAP” means U.S. generally accepted accounting principles.

•“investment grade rated tenants” means tenants or lease guarantors with investment grade ratings and subsidiaries of non-guarantor parent companies with investment grade ratings. Investment grade refers to an entity with a rating of BBB- or higher from Standard & Poor’s Ratings Services or Baa3 or higher from Moody’s Investors Service.

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•“IRS” means the United States Internal Revenue Service.

•“Lenders” means JPMorgan Chase Bank, N.A., together with its successors and/or permitted assigns.

•“Mortgaged Properties” means the 40 properties owned indirectly by NLOP that were not subject to existing secured mortgage debt prior to the entry into the NLOP Mortgage Loan.

•“NLO Holding Company LLC” means NLO Holding Company LLC, a Delaware limited liability company and wholly-owned subsidiary of NLOP Mezzanine Borrower.

•“NLO OP LLC” or “operating company” refer exclusively to NLO OP LLC, a Delaware limited liability company, which will initially be a wholly-owned subsidiary of NLOP. Following the Separation, NLO OP LLC will function as the operating company of NLOP.

•“NLO MB TRS LLC” means NLO MB TRS LLC, a wholly-owned subsidiary of NLO Holding Company LLC.

•“NLO SubREIT LLC” means NLO SubREIT LLC, a Delaware limited liability company.

•“NLOP Business” means the Office Properties and related assets contributed by WPC to NLOP.

•“NLOP Borrowers” means the NLOP Mortgage Loan Borrowers and the NLOP Mezzanine Borrower.

•“NLOP Financing Arrangements” means the NLOP Mortgage Loan and the NLOP Mezzanine Loan.

•“NLOP Mezzanine Borrower” means a subsidiary of NLOP, which is expected to directly or indirectly own 100% of the equity of the NLOP Mortgage Loan Borrowers immediately following the Separation.

•“NLOP Mezzanine Loan” means the $120.0 million mezzanine loan facility entered into between the NLOP Mezzanine Borrower and the Lenders in connection with the Separation.

•“NLOP Mortgage Loan” means the $335.0 million senior secured mortgage loan entered into among the NLOP Mortgage Loan Borrowers and the Lenders in connection with the Separation.

•“NLOP Mortgage Loan Borrowers” means certain subsidiaries of NLOP, which are expected to collectively own the Mortgaged Properties immediately following the Separation.

•“NLOP Predecessor” means the combination of entities under common control that have been “carved-out” of WPC’s consolidated financial statements and presented on a combined basis.

•“NLOP Predecessor Business” means the historical activities of the NLOP Business prior to the Distribution.

•“Office Properties” means the certain office properties contributed by WPC to NLOP in the Separation.

•“REIT” means an entity that has elected to qualify to be taxed as a real estate investment trust for U.S. federal income tax purposes.

•“Separation” means the contribution of certain office properties by WPC to NLOP, pursuant to the terms and conditions of the Separation and Distribution Agreement.

•“Separation and Distribution Agreement” means the separation and distribution agreement between NLOP and WPC, which sets forth, among other things, NLOP’s agreements with WPC regarding the principal transactions necessary to separate NLOP from WPC. It also sets forth other agreements that govern certain aspects of NLOP’s relationship with WPC after the Distribution Date.

•“Tax Matters Agreement” means the tax matters agreement between WPC and NLOP that will govern the respective rights, responsibilities and obligations of WPC, NLOP and applicable subsidiaries after the

iii

Distribution with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, and certain other tax matters.

•“TRS” means taxable REIT subsidiary as defined in Section 856(l) of the Code.

•“unencumbered property” means a property that is not subject to outstanding mortgage debt.

•“US Advisor” means W. P. Carey Management LLC, a wholly-owned subsidiary of WPC.

•“US Advisory Agreement” means the US Advisory Agreement, between NLOP and W. P. Carey Management LLC , with respect to the Office Properties located in the United States.

•“WALT” means the weighted-average lease term.

•“WPC” means W. P. Carey Inc., a Maryland corporation, and its consolidated subsidiaries.

iv

INFORMATION STATEMENT SUMMARY

The following is a summary of material information discussed in this information statement. This summary may not contain all of the details concerning the Separation, the Distribution or other information that may be important to you. To better understand the Separation, the Distribution and NLOP’s business and financial position, you should carefully review this entire information statement. Except as otherwise indicated or unless the context otherwise requires, the description of our business contained in this “Information Statement Summary” assumes the completion of all of the transactions referred to in this information statement in connection with the Separation and the Distribution, as anticipated and contemplated by the management of NLOP. Following the Separation and the Distribution, we expect to have the corporate infrastructure in place to conduct our business as an umbrella partnership REIT (an “UPREIT”). If we choose to operate as an UPREIT in the future, our properties would be owned by NLO OP LLC through subsidiary limited partnerships, limited liability companies or other legal entities and our properties would continue to be managed by the Advisors.

The description of our business contained in this “Information Statement Summary” assumes that the NLOP Business consists of the 59 office properties described herein for all historical periods described, including the nine CPA:18 Properties previously owned by CPA:18, which WPC acquired in August 2022. As further described in our combined financial statements included in this information statement, our combined financial statements for the historical periods prior to the acquisition of CPA:18 do not reflect the CPA:18 Properties.

About Net Lease Office Properties

NLOP was formed as a real estate investment trust under Maryland law, primarily to manage and monetize a diversified portfolio of 59 office properties comprising approximately 9.2 million total leasable square feet. Almost all of NLOP’s properties are located in the United States, except for five properties located in Europe. NLOP’s properties are primarily leased to corporate tenants on a single-tenant, net-lease basis. NLOP’s net leases generally specify a base rent with rent increases and require the tenant to pay substantially all costs associated with operating and maintaining the property.

NLOP’s business plan is to focus on realizing value for its shareholders primarily through strategic asset management and disposition of its property portfolio over time. NLOP anticipates using the proceeds of dispositions to pay down debt and pay distributions to its shareholders.

As of June 30, 2023, NLOP’s portfolio comprised 62 corporate tenants operating in a variety of industries, generating ABR of approximately $141.5 million, of which approximately 96.8% included fixed or inflation-linked rent increases.1 Approximately 67% of NLOP’s ABR comes from investment grade rated tenants, including companies such as JPMorgan Chase, FedEx, Google, and CVS Health. NLOP’s tenants have exhibited a strong track record of making scheduled rental payments throughout various economic environments, including the recent COVID-19 pandemic, where the NLOP Business had rent collections that remained at or above 99.9% throughout 2020, 2021 and 2022, and through June 30, 2023.

As of June 30, 2023, the WALT of the portfolio was 5.7 years. Leases accounting for less than 0.1% of NLOP’s ABR expire in 2023 and leases accounting for over 44% of ABR expire after 2028. In addition, as of June 30, 2023, NLOP’s overall portfolio net-leased square footage was 97.1% occupied, with 54 out of 59 of its properties at 100% occupancy. As of June 30, 2023, the gross book value of the NLOP Business was approximately $1.7 billion. As of June 30, 2023, portfolio includes approximately 1.5 million square feet of Green-Certified Buildings, 4 LEED-Certified Buildings and 1 BREEAM-Certified Building.

NLOP’s U.S. portfolio comprises 54 properties (approximately 7.9 million net-leased square feet), including 3 LEED-Certified Buildings, that were 96.8% occupied and leased to 57 corporate tenants, generating approximately 89.0% of total portfolio ABR, located in the following 18 states: Arizona, California, Florida, Georgia, Illinois, Iowa, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New Mexico, North Carolina, Pennsylvania, Tennessee, Texas, Virginia, and Wisconsin. NLOP’s European portfolio comprises five properties (approximately

1 Inclusive of ABR for the recently re-leased CVS Health campus in Scottsdale, AZ, which converts to a fixed rent increase structure upon completion of an in-process renovation, which is anticipated to occur in the first half of 2024.

1

0.8 million net-leased square feet), including 1 LEED-Certified Building and 1 BREEAM-Certified Building, that were 100.0% occupied and leased to five corporate tenants, generating approximately 11.0% of total portfolio ABR, located in Norway, Poland and the United Kingdom.

NLOP is expected to be externally managed and advised by the Advisors, which are wholly-owned affiliates of WPC, which is the second largest net lease REIT with an enterprise value of approximately $23 billion as of June 30, 2023 and a 50-year history of owning and managing net lease real estate. Immediately prior to the completion of the Distribution, NLOP will be a wholly-owned subsidiary of WPC, which previously acquired and managed the properties owned by NLOP and therefore has extensive experience and knowledge of them. NLOP believes WPC has the necessary capabilities, systems and experience required to successfully manage NLOP through the Advisors, including asset management, legal, finance, and accounting. Concurrently with or prior to the Distribution, NLOP and the Advisors will enter into the Advisory Agreements, pursuant to which the Advisors will provide it with strategic management services, including asset management, property disposition support and various related services. NLOP will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to it. For more information, see “The Separation and the Distribution – Related Agreements,” “Management – Advisory Agreements,” and “Certain Relationships and Related Person Transactions – Agreements with WPC and its Subsidiaries.”

Competitive Strengths

Experienced and Well-Regarded Advisors with Proven Track Record of Proactive Asset Management and Value Creation. Over the course of its 50-year history, the WPC management team has developed significant expertise in the single-tenant office real estate sector, including the operation, leasing, acquisition, and development of assets through many market cycles, and has a proven track record of execution. In addition, WPC has considerable experience maximizing value by repositioning assets through re-leasing, restructuring, and dispositions. NLOP believes that WPC’s senior management team’s knowledge and expertise, as well as its deep and long-standing relationships within the single-tenant office market, will provide it with unique market insights, and help facilitate NLOP’s plan to maximize the value of its portfolio.

High-Quality, Diversified Net Leased Portfolio with Favorable Exposure to Investment Grade Credit. NLOP’s portfolio consists of 59properties diversified by tenant, geography, and industry. The portfolio includes tenants operating across a wide range of industries, including financial services, health care, government services, and telecommunications, among others, located across 18 states in the United States and three countries in Europe. As of June 30, 2023, no single tenant or wholly-owned subsidiary represents more than 13% of the total portfolio ABR and approximately 67% of ABR was generated from investment grade rated tenants. NLOP believes the diversity of its portfolio, and the high credit quality of its tenants will provide a strong, stable source of recurring cash flow, with built-in rent growth.

Consistent Performance Through Market Cycles / COVID-19 Performance. Throughout the COVID-19 pandemic, the NLOP Business’ rent collections remained at or above 99.9%. NLOP believes this performance demonstrates the resiliency of its tenant base and the importance of these properties to its tenants’ business operations. See “– Historical Rent Collection” below for NLOP’s properties collection performance since the onset of the COVID-19 pandemic.

Contractual Rent Increases and Limited Operating Costs Protect Against Inflation. More than 96% of NLOP’s leases benefit from contractual rent increases, including 21% that have contractual rent increases tied to the Consumer Price Index (CPI). In addition, NLOP has limited property-level operating costs and capital expenditure investment obligations during the remaining term of in-place leases as the properties are primarily subject to net leases where the tenant is responsible for maintaining the property and nearly all of the operating expenses at the property. NLOP also has limited entity operating costs since it is structured as an externally managed REIT through the Advisory Agreements with the Advisors, which NLOP believes will ensure further consistency in its overall cost structure and cash use, and actively scale in response to the completion of dispositions. As a result of the foregoing, its business has built-in protections to mitigate inflation risks.

2

Staggered Lease Terms. As of June 30, 2023, the portfolio’s WALT was approximately 5.7 years, with leases accounting for over 44% of its ABR expiring after 2028. Furthermore, through 2029, leases representing no more than 16% of ABR expire in a given year. See “– NLOP Tenant Lease Expirations and Renewals” below for NLOP’s lease expirations by year.

Financing

As of June 30, 2023, 14 properties were encumbered by 11 outstanding mortgages totaling approximately $168.5 million. In addition, in connection with the Separation, on September 20, 2023, the NLOP Borrowers have entered into (i) the $335.0 million NLOP Mortgage Loan with the Lenders, and (ii) the $120.0 million NLOP Mezzanine Loan with the Lenders, both of which are expected to be funded, subject to the satisfaction of certain conditions, substantially concurrently with the Separation. As a result of these transactions, following the completion of the Separation, net of capitalized financing costs, NLOP expects to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.

The NLOP Financing Arrangements are structured to provide it with the ability to engage in dispositions of assets as contemplated by its overall strategy and intends to pay down the NLOP Financing Arrangements with proceeds from such dispositions and cash flow from rent on its properties. As of the date that the NLOP Financing Arrangements were entered into, based on the appraisals provided to the Lenders, NLOP had a loan-to-value ratio of approximately 43% with respect to the Mortgaged Properties, implying a value of approximately $163 per square foot for the Mortgaged Properties.

For additional information regarding the NLOP Financing Arrangements, refer to the section entitled “Description of Material Indebtedness.”

Asset Management

WPC believes that proactive asset management is essential to maintaining and enhancing property values. Important aspects of asset management include entering into new or modified transactions to meet the evolving needs of current tenants, re-leasing properties, credit and real estate risk analysis, building expansions and redevelopments, maximizing value by repositioning assets, sustainability and efficiency analysis and retrofits, and dispositions. NLOP’s Advisors are expected to regularly engage directly with tenants and form working relationships with their decision makers in order to provide proactive solutions and to obtain an in-depth, real-time understanding of tenant credit. Through both engagement with its own tenants and analysis of markets in which it operates, WPC will establish views on the fundamental drivers of value for NLOP’s assets.

NLOP’s Advisors will monitor compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of its real estate investments on an ongoing basis. NLOP’s Advisors will also review financial statements of NLOP’s tenants and periodically analyze each tenant’s financial condition, the industry in which each tenant operates and each tenant’s relative strength in its industry. Additionally, NLOP’s Advisors are expected to undertake physical inspections of the condition and maintenance of NLOP’s real estate investments. NLOP believes its Advisors’ in-depth understanding of its tenants’ businesses and direct relationships with their management teams will provide strong visibility into potential issues and opportunities. NLOP’s Advisors’ business intelligence platform is also expected to provide real-time information, allowing asset managers to work with tenants to enforce lease provisions, and where appropriate, consider lease modifications.

NLOP’s Advisors will be generally responsible for all aspects of its operations including but not limited to formulating and evaluating the terms of each proposed disposition, arranging and executing the disposition of each asset, negotiating and monitoring the terms of its borrowings, preparing and filing its financial statements and required filings with the SEC and other management services.

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NLOP’s U.S. Assets as of June 30, 2023:

#	Primary Tenant	Industry	Credit(1)	City	State	SF(2)	ABR (in thousands)	Rent Increase Type	Date of Next Increase	WALT(3)
1	KBR, Inc.⁴	Construction & Engineering	Non-IG	Houston	Texas	1,062,746⁵	$18,179	Fixed: One-time 7.78%	Jan-27	6.8
2	FedEx Corporation	Air Freight & Logistics	IG	Collierville	Tennessee	390,380	$5,450	Fixed: 0.75% annually	Oct-23	16.4
3	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	442,542	$4,952	Fixed: 2.00% annually	Feb-24	3.6
4	JPMorgan Chase Bank, N.A.	Diversified Banks	IG	Fort Worth	Texas	384,246	$4,661	CPI: 0.0% Floor / 2.0% Cap	Mar-24	6.7
5	McKesson Corporation (US Oncology)	Health Care Distributors	IG	The Woodlands	Texas	204,063	$4,406	Fixed: 4.88% every 3 yrs	Jan-24	0.6
6	CVS Health Corporation	Health Care Services	IG	Scottsdale	Arizona	354,888	$4,300	None6	N/A	15.5
7	Omnicom Group, Inc.	Advertising	IG	Playa Vista	California	120,000	$3,961	None	N/A	5.3
8	Pharmaceutical Product Development, LLC	Pharmaceuticals	IG	Morrisville	North Carolina	219,812	$3,905	Fixed: 2.00% annually	Oct-23	10.4
9	Orbital ATK, Inc.	Aerospace & Defense	IG	Plymouth	Minnesota	191,336	$3,746	Fixed: 2.00% annually	Dec-23	1.4
10	R.R. Donnelley & Sons Company	Commercial Printing	Non-IG	Warrenville	Illinois	167,215	$3,261	Fixed: 2.00% annually	Sep-23	4.3
11	Board of Regents, State of Iowa	Government Related Services	IG	Coralville	Iowa	191,700	$3,254	CPI: 0.0% Floor / No Cap	Nov-25	7.3
12	Caremark RX, L.L.C.⁴	Health Care Services	IG	Chandler	Arizona	183,000⁵	$3,213	Fixed: $0.50/SF annually	Dec-23	0.9
13	Bankers Financial Corporation⁴	Property & Casualty Insurance	Non-IG	St. Petersburg	Florida	167,581⁵	$3,073	Fixed: 2.50% annually	Aug-24	5.1
14	DMG MORI SEIKI U.S.A., INC.7	Industrial Machinery	IG	Hoffman Estates	Illinois	104,598	$3,027	Fixed: One-time 12.00% in '19	N/A	6.3
15	JPMorgan Chase Bank, N.A.	Diversified Banks	IG	Tampa	Florida	176,150	$2,934	CPI: 0.0% Floor / 2.0% Cap	Mar-24	6.7
16	Exelon Generation Company, LLC	Electric Utilities	IG	Warrenville	Illinois	146,745	$2,862	Fixed: $0.50/SF annually	Jul-24	3.0
17	Google, LLC	Internet Software & Services	IG	Venice	California	67,681	$2,844	Fixed: 3.00% annually	Jan-24	2.3
18	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	227,666	$2,831	Fixed: 2.00% annually	Feb-24	3.6
19	ICU MEDICAL, INC.⁴	Health Care Supplies	Non-IG	Plymouth	Minnesota	182,250	$2,770	Fixed: 3.25% annually	Feb-24	4.2
20	Intuit Inc.	Internet Software & Services	IG	Plano	Texas	166,033	$2,577	Fixed: 'One-time $2.00/SF in '21	N/A	3.0
21	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	144,864	$2,522	Fixed: 2.00% annually	Feb-24	3.6
22	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	202,608	$2,519	Fixed: 2.00% annually	Feb-24	3.6
23	AVT Technology Solutions LLC	Technology Distributors	IG	Tempe	Arizona	132,070	$2,405	Fixed: 3.00% annually	N/A	0.6
24	Veritas Bermuda, LTD	Systems Software	Non-IG	Roseville	Minnesota	136,125	$2,167	Fixed: 2.00% annually	Dec-23	9.4

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25	Cenlar FSB	Regional Banks	Non-IG	Yardley	Pennsylvania	105,584	$2,000	Fixed: 2.70% annually	Jan-24	5.0
26	Raytheon Company	Aerospace & Defense	IG	Tucson	Arizona	143,650	$1,978	CPI: 0.0% Floor / 2.0% Cap	Apr-24	8.8
27	iHeartCommunications, Inc.	Broadcasting	Non-IG	San Antonio	Texas	120,147	$1,971	Fixed: 2.00% annually	Feb-24	11.6
28	Cofinity, Inc./Aetna Life Insurance Co.⁴	Multi-line Insurance	IG	Southfield	Michigan	94,453⁵	$1,907	Fixed: One-time 6.90% in '23	N/A	1.6
29	Arbella Service Company, Inc.	Property & Casualty Insurance	IG	Quincy	Massachusetts	132,160	$1,850	Fixed: 'One-time $1.00/SF in '22	N/A	3.9
30	ICF Consulting Group, Inc.	IT Consulting & Other Services	Non-IG	Martinsville	Virginia	93,333	$1,725	CPI: 0.0% Floor / No Cap	Jan-24	3.6
31	Safelite Group, Inc.	Specialized Consumer Services	Non-IG	Rio Rancho	New Mexico	94,649	$1,473	Fixed: 2.00% annually	Jan-24	5.9
32	Acosta, Inc.	Advertising	Non-IG	Jacksonville	Florida	88,062	$1,453	Fixed: $0.50/SF annually	Jul-24	4.1
33	Master Lock Company, LLC	Building Products	Non-IG	Oak Creek	Wisconsin	120,883	$1,409	Fixed: 2.00% annually	Jun-24	8.9
34	JPMorgan Chase Bank, N.A.⁴	Diversified Banks	IG	Tampa	Florida	135,666⁵	$1,360	CPI: 0.0% Floor / 2.0% Cap	Mar-24	1.7
35	Midcontinent Independent Stm Op Inc	Electric Utilities	IG	Eagan	Minnesota	60,463	$1,118	Fixed: $0.25/SF annually	Mar-24	2.7
36	Emerson Electric Co.	Industrial Machinery	IG	Houston	Texas	52,144	$1,056	Fixed: $0.50/SF annually	Nov-23	2.3
37	North American Lighting, Inc.	Auto Parts & Equipment	Non-IG	Farmington Hills	Michigan	75,286	$1,032	Fixed: 2.50% annually	Apr-24	2.8
38	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	San Marcos	Texas	47,000	$1,013	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
39	International Business Machines Corporation	IT Consulting & Other Services	IG	Hartland	Wisconsin	81,082	$909	CPI: 0.0% Floor / No Cap	Dec-23	2.4
40	Pioneer Credit Recovery, Inc.⁴	Diversified Support Services	Non-IG	Moorestown	New Jersey	65,567	$899	Fixed: 2.50% annually	Jan-24	1.6
41	Arcfield Acquisition Corporation	Aerospace & Defense	Non-IG	King of Prussia	Pennsylvania	88,578	$851	Fixed: One-time 17.50% in '23	N/A	3.1
42	Charter Communications Operating, LLC	Cable & Satellite	Non-IG	Bridgeton	Missouri	78,080	$781	Fixed: $0.50/SF annually	Apr-24	1.8
43	Carhartt, Inc.	Apparel, Accessories & Luxury	Non-IG	Dearborn	Michigan	58,722	$748	Fixed: 2.65% annually	Nov-23	11.4
44	Xileh Holding Inc.	Multi-Sector Holdings	IG	Auburn Hills	Michigan	55,490	$694	Fixed: 2.50% annually	Jan-24	14.5
45	Undisclosed – multi-national provider of industrial gases	Industrial Gases	IG	Houston	Texas	49,821	$605	Fixed: 2.00% annually	Jan-24	2.5
46	APCO Holdings, Inc.	Property & Casualty Insurance	Non-IG	Norcross	Georgia	50,600	$600	Fixed: 2.50% annually	Mar-24	7.7
47	AVL Michigan Holding Corporation	Auto Parts & Equipment	Non-IG	Plymouth	Michigan	70,000	$575	Fixed: $0.25/SF annually	Jan-24	0.6
48	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	Waco	Texas	30,699	$446	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
49	S&ME, Inc.	Environmental & Facilities Services	Non-IG	Raleigh	North Carolina	27,770	$417	Fixed: 3.00% annually	Oct-23	1.3

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50	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	Corpus Christi	Texas	20,717	$334	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
51	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	29,916	$298	Fixed: 2.00% annually	Feb-24	3.6
52	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	Odessa	Texas	21,193	$223	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
53	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	San Marcos	Texas	14,400	$200	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
54	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	12,286	$183	Fixed: 2.00% annually	Feb-24	3.6
U.S. Total						7,884,700	$125,926			5.8

_________________

(1)“IG” refers to investment grade rated tenants.

(2)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.

(3)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

(4)Denotes multi-tenant property. Primary tenant generating largest percentage of ABR shown. Industry and credit for primary tenant.

(5)Denotes leased property that is not 100% occupied.

(6)Converts to a fixed rent increase structure upon completion of an in-process renovation, which is anticipated to occur in the first half of 2024.

(7)Subsequent to June 30, 2023, the tenant’s lease was extended to December 2038. In conjunction with the extension, the annual rent will be reduced to $2.5 million with annual fixed increases of 3.0% effective January 1, 2024.

NLOP’s European Assets as of June 30, 2023:

#	Primary Tenant	Industry	Credit(1)	City	Country	SF	ABR (in thousands)	Rent Increase Type	Date of Next Increase	WALT(2)
1	Total E&P Norge AS	Oil & Gas Exploration & Production	IG	Stavanger	Norway	275,725	$4,896	Fixed: 2.50% annually	Jan-24	8.0
2	Siemens AS	Industrial Conglomerates	IG	Oslo	Norway	165,904	$4,252	CPI: 0.0% Floor / No Cap	Jan-24	2.5
3	E.On UK PLC	Internet Retail	IG	Houghton le Spring	United Kingdom	217,339	$3,607	CPI: 2.0% Floor / 4.0% Cap	N/A	2.1
4	Undisclosed – UK insurance company	Property & Casualty Insurance	IG	Newport	United Kingdom	80,664	$1,753	CPI: 2.0% Floor / 4.0% Cap	Jun-24	10.9
5	Nokia Corporation	Communications Equipment	IG	Krakow	Poland	53,400	$1,024	CPI: 0.0% Floor / No Cap	Sep-23	1.2
European Total						793,032	$15,534			5.0

_________________

(1)“IG” refers to investment grade rated tenants.

(2)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

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NLOP’s Tenant Lease Expirations and Renewals as of June 30, 2023:

Expiration Year(1)	ABR (in thousands)	% of Total ABR	SF(2)	% of SF
2023	$51	—%	3,778	—%
2024	$16,374	11.6%	829,527	9.6%
2025	$17,773	12.6%	940,112	10.8%
2026	$9,136	6.5%	574,715	6.6%
2027	$21,837	15.4%	1,559,452	18.0%
2028	$13,657	9.7%	627,627	7.2%
2029	$4,878	3.4%	217,875	2.5%
2030	$27,881	19.7%	1,663,769	19.2%
2031	$5,497	3.9%	326,325	3.8%
2032	$5,554	3.9%	400,658	4.6%
2033	$3,905	2.8%	219,812	2.5%
Thereafter	$14,917	10.5%	1,060,291	12.2%
Vacant	$0	—%	253,791	2.9%
Total	$141,460	100.0%	8,677,732	100.0%

__________________

(1)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

(2)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

NLOP’s Top 10 Industries by ABR as of June 30, 2023:

#	Industry	ABR (in thousands)	% of Total ABR	SF(1)	% of SF
1	Construction & Engineering	$17,032	12.0%	911,673	10.5%
2	Managed Health Care	$13,305	9.4%	1,059,882	12.2%
3	Diversified Banks	$8,891	6.3%	664,961	7.7%
4	Health Care Services	$7,513	5.3%	472,028	5.4%
5	Property & Casualty Insurance	$7,277	5.1%	374,781	4.3%
6	Aerospace & Defense	$6,576	4.6%	423,564	4.9%
7	Air Freight & Logistics	$5,450	3.9%	390,380	4.5%
8	Internet Software & Services	$5,421	3.8%	233,714	2.7%
9	Advertising	$5,414	3.8%	208,062	2.4%
10	Oil & Gas Exploration & Production	$4,896	3.5%	275,725	3.2%
11	Other(2)	$59,685	42.3%	3,662,962	42.2%
Total		$141,460	100.0%	8,677,732	100.0%

__________________

(1)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

(2)Includes ABR from tenants in the following industries: Health Care Distributors, Industrial Conglomerates, Industrial Machinery, Electric Utilities, Pharmaceuticals, Internet Retail, Commercial Printing, Government Related Services, Cable & Satellite, IT Consulting & Other Services, Technology Distributors, Regional Banks, Systems Software, Health Care Supplies, Broadcasting, Multi-line Insurance, Auto Parts & Equipment, Specialized Consumer Services, Building Products, Communications Equipment, Apparel, Accessories & Luxury, Multi-Sector Holdings, Diversified Real Estate Activities, Electronic Equipment & Instruments, Industrial Gases, Diversified Support Services, Environmental & Facilities Services, Education Services, Restaurants, Integrated Telecommunications, Wireless Telecommunications, and Alternative Carriers.

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NLOP’s top ten tenants represent approximately 50% of the portfolio on an ABR basis as of June 30, 2023.

NLOP’s Top 10 Tenants by ABR as of June 30, 2023:

#	Tenant	State / Country	ABR (in thousands)	% of Total ABR	SF(1)	# of Properties	WALT(2)
1	KBR, Inc.	Texas	$17,032	12.0%	911,673	1	7.0
2	BCBSM, Inc.	Minnesota	$13,305	9.4%	1,059,882	6	3.6
3	JPMorgan Chase Bank, N.A.	Florida, Texas	$8,891	6.3%	664,961	3	5.9
4	FedEx Corporation	Tennessee	$5,450	3.9%	390,380	1	16.4
5	Total E&P Norge AS	Norway	$4,896	3.5%	275,725	1	8.0
6	McKesson Corporation (US Oncology)	Texas	$4,406	3.1%	204,063	1	0.6
7	CVS Health Corporation	Arizona	$4,300	3.0%	354,888	1	15.5
8	Siemens AS	Norway	$4,252	3.0%	165,904	1	2.5
9	Omnicom Group, Inc.	California	$3,961	2.8%	120,000	1	5.3
10	Pharmaceutical Product Development, LLC	North Carolina	$3,905	2.8%	219,812	1	10.4
Top 10 Tenants Total			$70,398	49.8%	4,367,288	17	7.0

__________________

(1)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

(2)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

NLOP’s U.S. and European properties represent approximately 89% and 11%, respectively, of the portfolio on an ABR basis as of June 30, 2023.

NLOP’s Geographic Diversification by ABR as of June 30, 2023:

#	State	ABR (in thousands)	% of Total ABR	SF(1)	# of Properties	WALT(2)
1	Texas	$35,669	25.2%	2,173,209	12	5.7
2	Minnesota	$23,107	16.3%	1,630,056	10	3.8
3	Arizona	$11,896	8.4%	813,608	4	7.4
4	Illinois	$9,150	6.5%	418,558	3	4.5
5	Florida	$8,820	6.2%	567,459	4	4.9
6	California	$6,805	4.8%	187,681	2	4.0
7	Tennessee	$5,450	3.9%	390,380	1	16.4
8	Michigan	$4,956	3.5%	353,951	5	5.0
9	North Carolina	$4,322	3.1%	247,582	2	9.5
10	Iowa	$3,254	2.3%	191,700	1	7.3
11	Pennsylvania	$2,851	2.0%	194,162	2	4.4
12	Wisconsin	$2,317	1.6%	201,965	2	6.4
13	Massachusetts	$1,850	1.3%	132,160	1	3.9
14	Virginia	$1,725	1.2%	93,333	1	3.6
15	New Mexico	$1,473	1.0%	94,649	1	5.9
16	New Jersey	$899	0.6%	65,567	1	1.6
17	Missouri	$781	0.6%	78,080	1	1.8
18	Georgia	$600	0.4%	50,600	1	7.7
U.S. Total		$125,926	89.0%	7,884,700	54	5.8

__________________

(1)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

(2)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

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#	Country	ABR (in thousands)	% of Total ABR	SF	# of Properties	WALT(1)
1	Norway	$9,149	6.5%	441,629	2	5.4
2	United Kingdom	$5,361	3.8%	298,003	2	5.0
3	Poland	$1,024	0.7%	53,400	1	1.2
Europe Total		$15,534	11.0%	793,032	5	5.0

__________________

(1)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

Historical Rent Collection:

Period	Q2 ‘23	Q1 ‘23	Q4 ‘22	Q3 ‘22	Q2 ‘22	Q1 ‘22	Q4 ‘21	Q3 ‘21	Q2 ‘21	Q1 ‘21
% Collected(1)	100.0%	100.0%	100.0%	100.0%	100.0%	99.9%	100.0%	100.0%	100.0%	100.0%

__________________

(1)Based on total contractual rent collected for the applicable period divided by total contractual rent charged for the applicable period.

For more information, see “Business and Properties.”

The Separation and the Distribution

The Distribution is expected to occur on                     , 2023, subject to the satisfaction or waiver of all conditions to the Distribution set forth in the Separation and Distribution Agreement, by way of a special dividend to WPC common stockholders. In the Distribution, each such WPC common stockholder will be entitled to receive one NLOP common share for every            shares of WPC common stock held at the close of business on the record date. WPC stockholders will not be required to make any payment to surrender or exchange their WPC common stock, or to take any other action to receive their NLOP common shares in the Distribution. The Distribution of NLOP common shares as described in this information statement is subject to the satisfaction or waiver of certain conditions, including the Separation.

Upon completion of the Distribution, NLOP and WPC will be two publicly-traded entities.

Following consummation of the Separation and the Distribution, holders of record of WPC common stock as of the close of business on the record date for the Distribution will hold            share of WPC common stock and one NLOP common share for every            shares of WPC common stock held at the close of business on such date (and cash in lieu of any fractional shares of NLOP).

The foregoing assumes that the holder does not transfer any shares prior to the record date for the Distribution. For more information, see “The Separation and the Distribution – Trading Before the Distribution Date.”

Structure and Formation of NLOP Prior to WPC’s Distribution

We were formed on October 21, 2022 in Maryland as a wholly-owned subsidiary of WPC. Following the Distribution, we will be managed by the Advisors pursuant to the Advisory Agreements. The WPC Board considered a number of potential risks and benefits in evaluating the Separation and the Distribution and creating a newly separately traded public company and concluded that the potential benefits of the Separation and the Distribution outweighed the risks. For more information on how the material terms of the spin-off were determined, see “The Separation and the Distribution – Reasons for the Separation and the Distribution.”

Prior to the Distribution, WPC expects to complete the Separation to separate the Office Properties and certain other assets such that these businesses and assets are owned directly or indirectly by NLO OP LLC and are expected to be managed by the Advisors pursuant to the Advisory Agreements.

The following transactions, among others, are expected to occur in advance of the Distribution:

•As a result of the Separation, we will own a portfolio of 59 office properties, subject to approximately $168.5 million of existing secured property level indebtedness, based on principal balances as of June 30, 2023;

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•As a result of these transactions, following the completion of the Separation, net of capitalized financing costs, we expect to have approximately $590.6 million in consolidated outstanding indebtedness, including as a result of the NLOP Financing Arrangements;

•We and WPC will separate our respective liabilities as set forth in the Separation and Distribution Agreement; and

•In addition to the Separation and Distribution Agreement, we and WPC and/or certain of its subsidiaries will enter into the Tax Matters Agreement and the Advisory Agreements.

Ownership Structure

The simplified structure of WPC prior to the Distribution is set forth below:

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The simplified structure of each of WPC and NLOP following the Distribution is set forth below:

NLOP’s Post-Distribution Relationship with WPC

We will enter into a Separation and Distribution Agreement with WPC concurrently with or prior to the Distribution. In addition, concurrently with or prior to the Distribution, we will enter into various other agreements to effect the Separation and the Distribution, which will provide a framework for our post-Distribution relationship with WPC, such as the Tax Matters Agreement and the Advisory Agreements. For more information, see “Certain Relationships and Related Person Transactions.” These agreements will provide for the allocation between us and WPC of WPC’s assets, liabilities and obligations (including its investments, property, and tax-related assets and liabilities), attributable to periods prior to, at and after the Distribution, and will govern certain relationships between us and WPC after the Distribution.

In advance of the Distribution, each party to the Separation and Distribution Agreement will use commercially reasonable efforts to obtain any third-party consents required to effect the separation of liabilities contemplated by the Separation and Distribution Agreement. To the extent that a party is unable to obtain a release from a guarantee or other obligation that is contemplated to be assigned to the other party, the party benefiting from the guarantee or obligation will indemnify and hold harmless the other party from any liability arising from such guarantee or obligation, and will not renew or extend the term of, increase obligations under, or transfer, the applicable obligation or liability.

Following the Distribution, we will be externally managed and advised by the Advisors, which are wholly-owned subsidiaries of WPC. Pursuant to the Advisory Agreements, the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors of $625,000 per calendar month, which will be subject to adjustment each month upon the dispositions of portfolio properties, as described in the section entitled “Management – Advisory Agreements” and will also reimburse the Advisors a base administrative reimbursement amount of $333,333.33 per calendar month, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters, in each case paid to the US Advisor and allocated to the

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European Advisor by WPC. In addition to the administrative reimbursement amount, we will reimburse the Advisors for specified out-of-pocket expenses they incur in connection with their services.

For additional information regarding the Separation and Distribution Agreement, the Advisory Agreements and other transaction agreements, please refer to the sections entitled “Risk Factors – Risks Related to the Separation and the Distribution,” beginning on page 43, “Risk Factors – Risks Related to Our Advisors,” beginning on page 48, “The Separation and the Distribution – The Separation and Distribution Agreement,” “The Separation and the Distribution – Related Agreements,” “Management – Advisory Agreements” and “Certain Relationships and Related Person Transactions.”

Reasons for the Separation and Distribution

The WPC Board of Directors believes that the Separation and the Distribution are in the best interests of WPC and its stockholders for a number of reasons, including the following:

•Creates two separate companies that focus on executing distinct business strategies. The Separation and the Distribution will allow WPC’s management to focus on owning and growing its core portfolio which has higher growth prospects and less leasing risk over the long-term, while assisting NLOP in maximizing value of our portfolio of office assets through operations and dispositions. We believe that our focus on our distinct portfolio and our ability to focus our strategies based on the unique characteristics of our portfolio will allow us to more effectively create value for our shareholders.

•Enhance investor transparency and better highlight WPC’s and our attributes. The Separation and the Distribution will enable current and potential investors and the financial community to evaluate NLOP and WPC separately and better assess the performance and future prospects of each business given their distinct strategies and growth profiles. Additionally, the Separation and the Distribution will allow individual investors to better control their asset allocation decisions, providing investors the opportunity to invest in a REIT that is positioned to realize maximized value through strategic asset management and disposition of the properties over time.

•Continue to leverage WPC’s asset management expertise. We believe WPC has the necessary capabilities, systems and experience required to successfully manage NLOP through the Advisors, including asset management, legal, finance, and accounting. Important aspects of asset management include entering into new or modified transactions to meet the evolving needs of current tenants, re-leasing properties, credit and real estate risk analysis, building expansions and redevelopments, repositioning assets, sustainability and efficiency analysis and retrofits, and dispositions. The Advisors expect to regularly engage directly with tenants and form working relationships with their decision makers in order to provide proactive solutions and to obtain an in-depth, real-time understanding of tenant credit. Through both engagement with its own tenants and analysis of markets in which it operates, WPC will establish views on the fundamental drivers of value for its assets. Our Advisors will also monitor compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of our real estate investments on an ongoing basis. WPC will also review financial statements of our tenants and periodically analyze each tenant’s financial condition, the industry in which each tenant operates and each tenant’s relative strength in its industry. Additionally, WPC is expected to undertake physical inspections of the condition and maintenance of our real estate investments. We believe WPC’s in-depth understanding of our tenants’ businesses and direct relationships with their management teams will provide strong visibility into potential issues. W. P Carey’s business intelligence platform is expected to provide real-time information, allowing asset managers to work with tenants to enforce lease provisions, and where appropriate, consider lease modifications.

The WPC Board of Directors also considered a number of potentially negative factors in evaluating the Separation and the Distribution, and concluded that the potential benefits of the Separation and the Distribution outweighed these factors. For more information, see “The Separation and the Distribution – Reasons for the Separation and the Distribution.”

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Agreements to be Entered into in Connection with the Separation and the Distribution

Separation and Distribution Agreement with WPC

Concurrently with or prior to the Distribution, we and WPC will enter into the Separation and Distribution Agreement, which sets forth, among other things, our agreements with WPC regarding the principal transactions necessary to separate us from WPC. It also sets forth other agreements that govern certain aspects of our relationship with WPC after the Distribution Date. Pursuant to the Separation and Distribution Agreement, the Office Properties, including the material assets related thereto arising after the Distribution, and all liabilities related thereto will be transferred from WPC to NLOP in connection with the Separation and Distribution. The anticipated costs of the spin-off are expected to be approximately $46.8 million, of which approximately $31.5 million relates to the fees and expenses related to the NLOP Financing Arrangements. Substantially all of the anticipated costs will be borne by NLOP. The anticipated costs will primarily relate to advisory and professional costs, financing costs including third-party property reporting, transfer costs, public filing costs, and printing and other related costs. For more information, see “The Separation and the Distribution – The Separation and Distribution Agreement” and “Certain Relationships and Related Person Transactions – Agreements with WPC and its Subsidiaries.”

Acquisition of Assets; Assumption of Liabilities

The Separation and Distribution Agreement identifies the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of us and WPC as part of the Separation, and it provides for when and how these transfers, assumptions and assignments will occur. Pursuant to the Separation and Distribution Agreement, the Office Properties, including the material assets related thereto that exist as of or arise after the Distribution, and all liabilities related thereto will be transferred from WPC to NLOP in connection with the Separation and Distribution. The scope of assumed liabilities, transferred assets, excluded assets and excluded liabilities will be governed by the terms of our Separation and Distribution Agreement which will be filed as an exhibit to the registration statement on Form 10 of which this information statement is a part. In particular, the Separation and Distribution Agreement provides, among other things, that subject to the terms and conditions contained therein:

•certain assets related to our business (the “NLOP Assets”) will be retained by NLOP or one of NLOP’s subsidiaries or transferred to NLOP or one of NLOP’s subsidiaries, including:

◦all issued capital stock or other equity interests in subsidiaries, partnerships or similar entities that primarily relate to the NLOP Business, including certain subsidiaries that currently own or shall own, prior to the Distribution, the Office Properties;

◦all right, title and interest (whether as owner, mortgagee or holder of a security interest) of the properties described in the section “Business and Properties,” which shall be achieved through a combination of direct transfers of the property, or the equity interests of certain subsidiaries, partnerships or similar entities that own such properties;

◦all of the intellectual property relating to NLOP’s business;

◦all contracts entered into in the name of, or expressly on behalf of, any of NLOP’s business, including all leases related to the Office Properties;

◦all permits used primarily in NLOP’s business;

◦all books and records, wherever located, primarily related to NLOP’s business;

◦all accounts receivable related to periods after the Distribution, rights, claims, demands, causes of action, judgments, decrees and rights to indemnify or contribution in favor of WPC that are primarily related to NLOP’s business; and

◦other assets mutually agreed by the parties prior to the Distribution.

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•certain liabilities related to NLOP’s business or the NLOP Assets (collectively, the “NLOP Liabilities”) will be retained by or transferred to NLOP or one of NLOP’s subsidiaries, including:

◦existing mortgage debt attached to certain of the Office Properties, in an aggregate amount of $168.5 million as of June 30, 2023;

◦the $335.0 million NLOP Mortgage Loan, which is secured by first priority mortgages and deeds of trust encumbering the interests of the NLOP Mortgage Loan Borrowers in the Mortgaged Properties and by pledges of equity of the NLOP Mortgage Loan Borrowers (and, with respect to the NLOP Mortgage Loan Borrowers that are limited partnerships, the general partners thereof), NLO Holding Company LLC, and each of NLO MB TRS LLC and NLO SubREIT LLC;

◦the $120.0 million NLOP Mezzanine Loan entered into between the NLOP Mezzanine Borrower and the Lenders;

◦any known or unknown liabilities relating to the NLOP Business, including any disputes or claims with respect to tenants, property sellers or governmental authorities, including all contracts entered into in the name of, or expressly on behalf of, any of NLOP’s business, including all leases related to the Office Properties and all other contractual obligations with respect to service providers, tenants, property sellers and other third parties;

◦any known or unknown liabilities (including environmental liabilities) relating to underlying circumstances or facts existing, or events occurring, prior to the Distribution, to the extent relating to us or the NLOP Assets;

◦any guarantees and indemnities in respect of any of the NLOP Assets or NLOP Liabilities, including such guarantees or indemnities related to the indebtedness being assumed by NLOP described above;

◦any known or unknown third-party claims to the extent relating to NLOP’s business and the NLOP Assets;

◦any insurance charges related to the Office Property Business and NLOP Assets pursuant to any insurance policies held by WPC or us for the benefit of the NLOP Business and NLOP Assets; and

◦other liabilities mutually agreed upon by the parties prior to the Distribution.

•all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the NLOP Assets and NLOP Liabilities (the “WPC Assets” and the “WPC Liabilities,” respectively), will be retained by or transferred to WPC or one of its subsidiaries.

For additional information regarding the NLOP Financing Arrangements, refer to the section entitled “Description of Material Indebtedness.”

Tax Matters Agreement with WPC

Concurrently with or prior to the Distribution, we will enter into a Tax Matters Agreement with WPC that will govern the respective rights, responsibilities and obligations of WPC, us and applicable subsidiaries after the Distribution with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation and information sharing. The Tax Matters Agreement will provide that (a) NLOP and applicable subsidiaries will generally assume liability for all taxes reported, or required to be reported, on an NLOP tax return following the Distribution, and (b) WPC will assume liability for all taxes reported, or required to be reported, (i) on a WPC tax return or (ii) any joint tax return involving both WPC and NLOP following the Distribution, and (c) NLOP will generally assume sole responsibility for any transfer taxes. For more information, see “The Separation and the Distribution – Related Agreements” and “Certain Relationships and Related Person Transactions – Agreements with WPC and its Subsidiaries.”

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Advisory Agreements with the Advisors

Concurrently with or prior to the Distribution, (i) we and the US Advisor will enter into the US Advisory Agreement and (ii) we and the European Advisor will enter into the European Advisory Agreement, pursuant to which the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us. For more information, see “The Separation and the Distribution – Related Agreements,” “Management – Advisory Agreements” and “Certain Relationships and Related Person Transactions – Agreements with WPC and its Subsidiaries.”

Emerging Growth Company

Upon completion of the Distribution, NLOP is expected to be an “emerging growth company,” as defined in Section 2(a) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in NLOP’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation, and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. NLOP has elected to take advantage of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, NLOP, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of NLOP’s financial statements with certain other public companies difficult or impossible because of the potential differences in accounting standards used.

NLOP will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Distribution, (b) in which NLOP has total annual gross revenue of at least $1.235 billion, or (c) in which NLOP is deemed to be a large accelerated filer, which means the market value of the common equity of NLOP that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which NLOP has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Corporate Information

We were formed on October 21, 2022, in Maryland as a wholly-owned subsidiary of WPC. Prior to the contribution of NLOP’s business to us, which will occur in connection with the Separation, we will have no operations and no assets other than nominal cash from our initial capitalization. Our principal corporate offices are located in the offices of WPC at One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001.

We have no employees. As of June 30, 2023, the Advisors had 194 employees available to perform services under the Advisory Agreements, 141 of which were located in the United States and 53 of which were located in Europe.

Commencing shortly prior to the Distribution, we will also maintain a website at nloproperties.com. Our website and the information contained therein or connected thereto will not be deemed to be incorporated by reference herein, and you should not rely on any such information in making an investment decision.

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Reason for Furnishing this Information Statement

This information statement is being furnished solely to provide information to stockholders of WPC who will receive NLOP common shares in the Distribution. It is not and should not be construed as an inducement or encouragement to buy or sell any of NLOP’s securities. The information contained in this information statement is believed by us to be accurate as of the date set forth on its cover. Changes may occur after that date and neither we nor WPC will update the information except in the normal course of our and its respective disclosure obligations and practices.

Risks Associated with NLOP’s Business and the Separation and the Distribution

An investment in NLOP common shares is subject to a number of risks, including risks relating to the Separation and the Distribution. The following list of risk factors is not exhaustive. Please read the information in “Risk Factors,” beginning on page 31 for a more thorough description of these and other risks.

Risks Related to Our Properties and Business

•Market and economic volatility due to adverse economic and geopolitical conditions, health crises or dislocations in the credit markets, could have a material adverse effect on our business, financial condition, results of operations, our ability to dispose of assets and repay debt, and our ability to pay dividends and/or distributions.

•The COVID-19 pandemic, and ongoing remote working trends that began with the COVID-19 pandemic, may continue to materially adversely impact the value of our properties and our business, operating results, financial condition and prospects.

•We may be unable to find buyers for our properties on a timely basis or at desirable sales prices in accordance with our strategic plan.

•The majority of our properties depend upon a single tenant for all or a majority of their rental income; therefore, our financial condition, including our ability to make distributions to shareholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single tenant.

•We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to our existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our business, financial condition and results of operations.

•Tenant defaults may have a material adverse effect on our business, financial condition and results of operations.

•Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to the Separation and Distribution

•We have no operating history as an independent company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

•WPC may fail to perform under the various transaction agreements that will be executed as part of the Separation and the Distribution, or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

•The Distribution of NLOP common shares is intended to be a taxable distribution to holders of WPC common stock for U.S. federal income tax purposes.

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•Potential indemnification obligations owed to WPC pursuant to the Separation and Distribution Agreement may have a material adverse effect on our business, financial condition and results of operations.

•Our agreements with WPC and/or certain of its subsidiaries in connection with the Separation and the Distribution involve conflicts of interest, and we may have received better terms from unaffiliated third parties than the terms we will receive in these agreements.

•Pursuant to the Separation and Distribution Agreement, WPC will indemnify us for certain pre-Distribution liabilities and liabilities related to the legacy WPC assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that WPC’s ability to satisfy its indemnification obligation will not be impaired in the future.

•Substantial sales of our common shares may occur in connection with the Distribution, which could cause our share price to decline.

•No market currently exists for the NLOP common shares and we cannot be certain that an active trading market for our common shares will develop or be sustained after the Distribution. The combined post-Distribution value of WPC common stock and our common shares may not equal or exceed the value of WPC common stock prior to the Distribution, and the price of our common shares may be volatile or may decline.

Risks Related to Our Advisors

•Our success is dependent on the performance of the Advisors, and we could be adversely affected if WPC ceases managing the NLOP Business on our behalf.

•We have limited independence from the Advisors and their affiliates, who may be subject to conflicts of interest.

•We may be deterred from terminating the Advisory Agreements or engaging in certain business combination transactions.

•Payment of fees to the Advisors will reduce cash available for distribution.

Risks Related to Financing and Our Indebtedness

•We expect to have a significant amount of indebtedness and may need to incur more in the future.

•We have existing debt and refinancing risks that could affect our cost of operations.

•We may not be able to secure additional financing on favorable terms, or at all, to meet out capital needs.

•The NLOP Financing Arrangements may limit our ability to pay dividends on our common shares, including repurchasing our common shares.

•Financial covenants could materially adversely affect our ability to conduct our business.

Risks Related to Our Status as a REIT

•Failure to qualify as a REIT would materially and adversely affect us and the value of our common shares.

•If WPC failed to qualify as a REIT during certain periods prior to the Distribution, we (and any of our subsidiary REITs) would be prevented from electing to qualify as a REIT for up to five years following the distribution.

Risks Related to an Investment in our Common Shares

•Limitations on the ownership of our common shares and other provisions of our Declaration of Trust may preclude the acquisition or change of control of our company.

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•Until the 2027 annual meeting of shareholders, we will have a classified Board and that may reduce the likelihood of certain takeover transactions.

•We will incur increased costs as a result of operating as a public company. If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could result in sanctions or other penalties that would harm our business.

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QUESTIONS AND ANSWERS ABOUT THE DISTRIBUTION

What is NLOP, and why is WPC separating the NLOP Business and distributing NLOP common shares?	Net Lease Office Properties (NYSE: NLOP) is expected to be a publicly-traded REIT with a portfolio of 59 office properties and related assets, totaling approximately 9.2 million leasable square feet and generating approximately $141.5 million in ABR as of June 30, 2023. NLOP was formed primarily to manage and opportunistically monetize the Office Properties of WPC after the Distribution. The Separation of the NLOP Business from WPC and the Distribution of NLOP common shares will enable NLOP and WPC to focus on their respective operations. NLOP and WPC expect that the Separation and the Distribution will result in the enhanced long-term performance of each business. For more information, see “The Separation and the Distribution – Background” and “The Separation and the Distribution – Reasons for the Separation and the Distribution.”
Why am I receiving this document?	You are receiving this document because you are a holder of shares of WPC common stock. If you are a holder of record of WPC common stock as of the close of business on                    , 2023, the expected record date for the Distribution, you will be entitled to receive one NLOP common share for every        shares of WPC common stock that you hold at the close of business on such date (and cash in lieu of any fractional shares of NLOP). The Distribution is expected to occur on                    , 2023.
What is the Separation of the NLOP Business from WPC?	WPC will effect a reorganization, subject to the terms and conditions of the Separation and Distribution Agreement, pursuant to which WPC will contribute certain office assets to NLOP. Following the Separation, NLOP will own the Office Properties and certain other assets previously owned by WPC. By separating the NLOP Business into a stand-alone REIT, investors will have the opportunity to invest in two separate entities, each with distinct business strategies.
What assets will NLOP own following the Separation?	NLOP will own 59 Office Properties, totaling approximately 9.2 million total leasable square feet.
What is the Distribution and how will the Distribution work?	To accomplish the Distribution, WPC will distribute one NLOP common share for every        shares of WPC common stock held at the close of business on the record date. The NLOP common shares will be distributed to WPC common stockholders at the close of business on the record date on a pro rata basis.
What is the record date for the Distribution?	The record date for the Distribution is                    , 2023.
When will the Distribution occur?	It is expected that the NLOP common shares will be distributed by WPC on                    , 2023, to holders of record of WPC common stock at the close of business on the record date, subject to the satisfaction or waiver of all conditions to the Distribution set forth in the Separation and Distribution Agreement.

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What do WPC stockholders need to do to participate in the Distribution?	Stockholders of WPC as of the record date will not be required to take any action to receive NLOP common shares in the Distribution. No stockholder approval of the Distribution is required and you are not being asked for a proxy. You do not need to pay any consideration, exchange or surrender your existing shares of WPC common stock or take any other action to receive your NLOP common shares. The Distribution will not affect the number of outstanding shares of WPC common stock or any rights of WPC stockholders, although it will affect the market value of each outstanding share of WPC common stock.
How will NLOP common shares be issued?	You will receive NLOP common shares through the same channels that you currently use to hold or trade shares of WPC common stock, whether through a brokerage account, directly by WPC’s transfer agent, Computershare, in a 401(k) plan or other channels. Receipt of NLOP common shares will be documented for you in the same manner that you typically receive stockholder updates, such as monthly broker statements and 401(k) statements or statements from Computershare. If you own shares of WPC common stock as of the close of business on the record date, including shares held in certificated form, Computershare, as the distribution agent, will distribute NLOP common shares to you or to your brokerage firm on your behalf or will record your shares in book-entry form. All shares of NLOP will be issued in uncertificated book-entry form. No physical stock certificates representing the shares of NLOP will be delivered. For registered stockholders, Computershare will mail to you an account statement that reflects your NLOP common shares and for shares held in street name (such as in a brokerage account) your bank or brokerage firm will credit your account for the shares. No fractional shares of NLOP will be issued in the Distribution. For registered stockholders, Computershare will distribute to you any cash in lieu of fractional shares you are entitled to receive and for shares held in street name, you will automatically receive cash in lieu of fractional shares in your account following the settlement of any necessary sales by your custodian or broker.
How many NLOP shares will I receive in the Distribution?	For every        shares of WPC common stock held of record by you as of the close of business on the record date you will receive one NLOP common share. Based on approximately              shares of WPC common stock outstanding as of           , 2023, a total of approximately        NLOP common shares will be distributed. The foregoing amounts do not reflect any equity issued by WPC after June 30, 2023, nor subsequent issuances pursuant to WPC’s “at-the-market” and equity forward programs related to the sale of additional WPC common stock having an aggregate gross sales price of up to $1.0 billion. You will receive cash in lieu of any fractional NLOP common shares that you would have otherwise received as a result of the Distribution.

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Will NLOP issue fractional shares in the Distribution?	NLOP will not distribute fractional shares of its common shares in the Distribution. Instead, all fractional shares that registered holders of WPC stock would otherwise have been entitled to receive will be aggregated into whole shares and Computershare will cause them to be sold in the open market. We expect Computershare, acting on behalf of WPC, may take several weeks after the Distribution Date to fully distribute the aggregate net cash proceeds of these sales on a pro rata basis (based on the fractional share such holder would otherwise be entitled to receive) to those registered stockholders who would otherwise have been entitled to receive fractional shares. All fractional shares that street name holders of WPC stock would otherwise have been entitled to receive will be transferred to brokerages via The Depository Trust Company (DTC) and sold in the open market by brokers. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.
What are the material U.S. federal income tax consequences of the Distribution to holders of WPC common stock?	The distribution of NLOP common shares in the Distribution is intended to be a taxable distribution to WPC common stockholders for U.S. federal income tax purposes. An amount equal to the fair market value of the NLOP common shares received by a U.S. stockholder (as defined in “Certain U.S. Federal Income Tax Consequences of the Distribution”) of WPC common stock in the Distribution will generally be treated as a taxable dividend to such stockholder to the extent of the U.S. stockholder’s ratable share of any current or accumulated earnings and profits of WPC (including income or gain taken into account in connection with the Distribution) allocable to the Distribution, with the excess treated first as a non-taxable return of capital to the extent of the U.S. stockholder’s tax basis in WPC common stock and any remaining excess treated as capital gain. WPC will not be able to advise U.S. stockholders of the amount of earnings and profits of WPC until after the end of the calendar year in which the Distribution occurs. The particular consequences of the Distribution to each WPC stockholder depend on such holder’s particular facts and circumstances, and you are urged to consult your tax advisor regarding the consequences of the Distribution to you in light of your specific circumstances. For more information, see “Certain U.S. Federal Income Tax Consequences of the Distribution.”
How will the Distribution affect my tax basis and holding period in my shares of WPC common stock for U.S. federal income tax purposes?	The tax basis of WPC common stock held by a WPC stockholder at the time of the Distribution will be reduced (but not below zero) to the extent the fair market value of the NLOP common shares distributed to such WPC stockholder exceeds WPC’s current and accumulated earnings and profits allocable to such holder’s shares. The holding period of WPC stockholders in their WPC shares will not be affected by the Distribution. See “Certain U.S. Federal Income Tax Consequences of the Distribution.”

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What will my tax basis and holding period be for NLOP common shares I receive in the Distribution for U.S. federal income tax purposes?	The tax basis of a WPC stockholder in NLOP common shares received by such holder in the Distribution will generally equal the fair market value of such shares on the Distribution Date. The fair market value of NLOP common shares reported by WPC to such WPC stockholders on IRS Form 1099-DIV may differ from the trading price of NLOP common shares on the Distribution Date. The holding period for such shares will generally begin the day after the Distribution Date. See “Certain U.S. Federal Income Tax Consequences of the Distribution.”
What are the conditions to the Distribution?	The Distribution is subject to a number of conditions, including, among others:
	•the consummation of the Separation; •the satisfaction of conditions to borrowing under the NLOP Financing Arrangements, and the funding of all borrowings under the NLOP Financing Arrangements shall have occurred; •the SEC declaring effective the registration statement of which this information statement forms a part, with no stop order in effect with respect thereto, and no proceeding for such purpose pending before, or threatened by, the SEC; •no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the related transactions shall be in effect; •the acceptance for listing on the NYSE of the NLOP common shares to be distributed, subject to official notice of distribution; and •the execution of ancillary agreements, including the Tax Matters Agreement and the Advisory Agreements. WPC and NLOP cannot assure you that any or all of these conditions will be met. For a complete discussion of all of the conditions to the Distribution, please refer to “The Separation and the Distribution – The Separation and Distribution Agreement – Conditions to the Distribution.”
What is the expected date of completion of the Distribution?	The completion and timing of the Distribution are dependent upon a number of conditions, including the conditions listed above. It is expected that the NLOP common shares will be distributed by WPC on                    , 2023, to the holders of record of shares of WPC common stock at the close of business on the record date. However, no assurance can be provided as to the timing of the Distribution or that all conditions to the Distribution will be met.
Will the NLOP common shares be listed on an exchange?	NLOP expects its common shares to be listed on the NYSE under the symbol “NLOP.” NLOP anticipates that trading in its common shares will begin on a “when-issued” basis as early as two days before the record date and will continue up to and through the Distribution Date and that “regular-way” trading in NLOP common shares will begin on the first trading day following the completion of the Distribution. If trading begins on a “when-issued” basis, you may purchase or sell NLOP common shares up to and through the Distribution Date, but your transaction will not settle until after the Distribution Date. NLOP cannot predict the trading prices for its common shares before, on or after the Distribution Date.

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What will happen to the listing of WPC common stock?	WPC common stock will continue to trade on the NYSE under the symbol “WPC” after the Distribution.
What if I want to sell my WPC common stock or my NLOP common shares (once received)?	WPC common stock is currently listed on the NYSE and we expect that NLOP common shares will be listed on the NYSE upon completion of the Distribution. If you would like to sell your WPC common stock or NLOP common shares, you should consult with your financial advisors, such as your stockbroker, bank or tax advisor.
What is “regular-way” and “ex-distribution” trading of WPC stock?	Beginning shortly before the record date and continuing up to and through the Distribution Date, it is expected that there will be two markets in WPC common stock: a “regular-way” market and an “ex-distribution” market. Shares of WPC common stock that trade on the “regular-way” market will trade with an entitlement to NLOP common shares distributed in the Distribution. Shares of WPC common stock that trade on or after the “ex-distribution” market will trade without an entitlement to NLOP common shares distributed pursuant to the Distribution. If you decide to sell any WPC common stock before the Distribution Date, you should make sure your stockbroker, bank or other nominee understands whether you want to sell your WPC common stock with or without your entitlement to NLOP common shares in the Distribution.
Will the number of shares of WPC common stock that I own change as a result of the Distribution?	No. The number of shares of WPC common stock that you own will not change as a result of the Distribution.
Will the Distribution affect the market price of my shares of WPC stock?	Yes. As a result of the Distribution, WPC expects the trading price of shares of WPC common stock immediately following the Distribution to be lower than the “regular-way” trading price of such shares immediately prior to the Distribution because the trading price of shares of WPC common stock will no longer reflect the value of the NLOP Business. WPC believes that, over time following the Distribution, assuming the same market conditions and the realization of the expected benefits of the Separation and the Distribution, shares of WPC common stock and NLOP common shares should have a higher aggregate market value as compared to the market value of shares of WPC common stock if the Separation and the Distribution did not occur. There can be no assurance, however, that such a higher aggregate market value will be achieved. This means, for example, that the combined trading prices of one share of WPC common stock and one NLOP common share after the Distribution may be equal to, greater than, or less than the trading price of one share of WPC common stock before the Distribution.

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How will NLOP be organized?	NLOP intends to qualify and elect to be taxed as a REIT under Sections 856 through 860 of the Code, commencing with the taxable year in which the Distribution occurs. As a REIT, NLOP generally will not be subject to U.S. federal income tax on REIT taxable income that it distributes to its shareholders. A company’s qualification as a REIT depends on its ability to meet, on a continuing basis, through actual investment and operating results, various complex requirements under the Code relating to, among other things, the sources of its gross income, the composition and values of its assets, its distribution levels and the diversity of ownership of its shares. NLOP believes that, after the Distribution, it will be organized in conformity with the requirements for qualification and taxation as a REIT under the Code, and that its intended manner of operation will enable it to meet the requirements for qualification and taxation as a REIT. For a discussion of the U.S. federal income taxation of REITs, please refer to “Material U.S. Federal Income Tax Consequences –Taxation of Our Company.”
What indebtedness will NLOP have after the Separation?	Immediately following the Separation, we will own a portfolio of 59office properties, subject to approximately $168.5 million of existing secured property level indebtedness, based on principal balances as of June 30, 2023. In addition, to provide initial liquidity, to fund the payment to WPC contemplated by the Separation, and to pay fees and expenses, in connection with the Separation, NLOP has entered into the $335.0 million NLOP Mortgage Loan and the $120.0 million NLOP Mezzanine Loan, both of which are expected to be funded, subject to the satisfaction of certain conditions, substantially concurrently with the Separation. As a result of these transactions, following the completion of the Separation, net of capitalized financing costs, we expect to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.
What will NLOP’s relationship be with WPC following the Distribution?	NLOP and WPC will be independent companies following the Distribution. Concurrently with or prior to the Distribution, NLOP will enter into the Separation and Distribution Agreement with WPC. In addition, concurrently with or prior to the Distribution, NLOP will enter into various other agreements to effect the Separation and the Distribution and provide a framework for its relationship with WPC after the Separation, such as Tax Matters Agreement and the Advisory Agreements. Following the Distribution, we will be managed by the Advisors. Pursuant to the Advisory Agreements, the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us. For additional information regarding the Separation and Distribution Agreement, other transaction agreements and our relationship with WPC following the Distribution, please refer to the sections entitled “Risk Factors – Risks Related to the Separation and the Distribution,” “Risk Factors – Risks Related to our Advisor,” “The Separation and Distribution Agreement – The Separation Agreement,” “The Separation and Distribution Agreement – Related Agreements,” “Conflicts of Interest,” “Management – Advisory Agreements” and “Certain Relationships and Related Person Transactions.”

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Who will manage NLOP after the Distribution?	Following the Distribution, we will be managed by the Advisors. Pursuant to the Advisory Agreements, the Advisors will provide us with strategic management services, including asset management, property disposition support, and various related services. We will pay management fees to the Advisors and will also reimburse the Advisor for certain expenses incurred in providing services to us. For more information regarding NLOP’s management, please refer to “Management.”
Are there risks associated with owning NLOP common shares?	Yes. Ownership of NLOP common shares is subject to both general and specific risks related to NLOP’s business, the industry in which it operates, its ongoing contractual relationships with WPC and its status as a separate, publicly-traded company. Ownership of NLOP common shares is also subject to risks relating to the Separation. These risks are described in the “Risk Factors” section of this information statement beginning on page 31. You are encouraged to read that section carefully.
Does NLOP plan to pay dividends?	NLOP generally intends to pay dividends in an amount at least equal to the amount that will be required for NLOP to qualify as a REIT and to avoid current entity level U.S. federal income taxes. To qualify as a REIT, NLOP must distribute annually to its shareholders at least 90% of its REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. Please refer to “Material U.S. Federal Income Tax Consequences – Material U.S. Federal Income Tax Considerations Regarding NLOP’s Taxation as a REIT.” Dividends paid by NLOP will be authorized and determined by our Board, in its sole discretion, out of legally available funds, and will be dependent upon a number of factors, including restrictions under applicable law and other factors described under “Dividend Policy.” The NLOP Financing Arrangements also have certain limitations on dividends applicable to a REIT. We expect permitted dividends under the NLOP Financing Arrangements to include, among other things, the amount required for us (or any of our subsidiary REITs) to avoid the imposition of income and excise taxes; however, we may be required to borrow funds at unfavorable rates or utilize other procedures to satisfy our (or our subsidiary REITs’) distribution requirements. NLOP may pay dividends from sources other than cash flow from operations or funds from operations, including proceeds from dispositions, which may reduce the amount of capital available for operations, may have negative tax implications, and may have a negative effect on the value of your shares under certain conditions. NLOP also intends to declare taxable dividends that are paid in NLOP’s common shares. For additional information regarding such dividends, please refer to “Material U.S. Federal Income Tax Consequences – Taxation of Our Company – Distribution Requirements.” NLOP cannot assure you that its dividend policy will remain the same in the future, or that any estimated dividends will be paid or sustained.

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Who will be the distribution agent for the NLOP common shares?

The distribution agent for the NLOP common shares will be Computershare. For questions relating to the transfer or mechanics of the Distribution, you should contact: Computershare (Mail) Net Lease Office Properties Shareowner Services P.O. Box 43006 Providence, Rhode Island 02940-3006 Computershare (Overnight Delivery) Net Lease Office Properties Shareowner Services 150 Royall St., Suite 101 Canton, Massachusetts 02021 Or c/o Net Lease Office Properties One Manhattan West 395 9th Avenue, 58th Floor New York, New York 10001 Institutional Investor Relations 1-212-492-1140 institutionalir@nloproperties.com Individual Investor Relations 1-844-NLO REIT (656-7348) ir@nloproperties.com NLOP’s Institutional Investor Relations and Individual Investor Relations email addresses will become operational following the Distribution.

Who will be the transfer agent for NLOP common shares?

The transfer agent for the NLOP common shares will be Computershare: Computershare (Mail) Net Lease Office Properties Shareowner Services P.O. Box 43006 Providence, Rhode Island 02940-3006 Computershare (Overnight Delivery) Net Lease Office Properties Shareowner Services 150 Royall St., Suite 101 Canton, Massachusetts 02021

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Where can I find more information about WPC and NLOP? Before the Distribution, if you have any questions relating to WPC’s business performance, you should contact: W. P. Carey Inc. One Manhattan West 395 9th Avenue, 58th Floor New York, New York 10001 Institutional Investor Relations 1-212-492-1110 institutionalir@wpcarey.com Individual Investor Relations 1-800-WP CAREY (972-2739) ir@wpcarey.com After the Distribution, NLOP shareholders who have any questions relating to NLOP’s business performance should contact NLOP at: c/o Net Lease Office Properties One Manhattan West 395 9th Avenue, 58th Floor New York, New York 10001 Institutional Investor Relations 1-212-492-1140 institutionalir@nloproperties.com Individual Investor Relations 1-844-NLO REIT (656-7348) ir@nloproperties.com NLOP’s Institutional Investor Relations and Individual Investor Relations email addresses are expected to become operational following the Distribution. NLOP will maintain a website at nloproperties.com which is expected to be operational in October 2023. The websites of WPC and NLOP are not incorporated by reference into this information statement.

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SUMMARY HISTORICAL COMBINED FINANCIAL DATA

The following tables set forth the summary historical combined financial data of the NLOP Business that were carved out of WPC’s consolidated financial statements. The summary historical financial data set forth below as of June, 30, 2023, December 31, 2022 and 2021, and for the six months ended June 30, 2023 and for the years ended December 31, 2022, 2021, and 2020 has been derived from the NLOP Business combined financial statements, which are included elsewhere in this information statement.

The summary historical combined financial data set forth below does not indicate results expected for any future periods. The summary historical combined financial data is qualified in its entirety by, and should be read in conjunction with, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the NLOP Business’ combined financial statements and related notes thereto included elsewhere in this information statement.

	Six Months Ended June 30,
(in thousands)	2023		2022
Income Statement Data:
Lease revenues	$	82,996	$	70,696
Property expenses, excluding reimbursable tenant costs	4,127		3,861
Net income	7,568		12,649
Cash Flow Data:
Net Cash Provided by Operating Activities	43,222		38,427
Net Cash Used in Investing Activities	(2,541)		(1,778)
Net Cash Used in Financing Activities	(40,445)		(41,889)

	Years Ended December 31,
(in thousands)	2022		2021		2020
Income Statement Data:
Lease revenues	$	151,249	$	143,958	$	138,907
Property expenses, excluding reimbursable tenant costs	7,751		6,429		8,252
Net income	15,779		1,418		16,016
Cash Flow Data:
Net Cash Provided by Operating Activities	84,282		75,335		73,657
Net Cash Used in Investing Activities	(22,918)		(4,184)		(4,488)
Net Cash Used in Financing Activities	(64,541)		(77,245)		(65,807)

	June 30,		December 31,
(in thousands)	2023		2022		2021
Balance Sheet Data:
Investments in real estate	$	1,731,579	$	1,736,711	$	1,498,296
Net investments in real estate	1,301,355		1,344,686		1,169,846
Total assets	1,421,000		1,462,201		1,274,719
Non-recourse mortgages, net	167,111		174,289		37,476
Parent debt	98,224		101,774		112,427
Total liabilities	337,595		352,682		217,213
Total liabilities and equity	1,421,000		1,462,201		1,274,719

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Supplemental Financial Measures

In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use Funds from Operations (“FFO”) and adjusted funds from operations (“AFFO”), which are non-GAAP measures defined by our management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.

Funds from Operations and Adjusted Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, impairment charges on real estate, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO.

We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on loans receivable and direct financing leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, and spin-off expenses. We also exclude realized and unrealized gains/losses on foreign currency exchange movements, which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs. We use AFFO as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies.

We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs.

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See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Supplemental Financial Measures” for further descriptions of NLOP’s non-GAAP measures and reconciliations to the most comparable measure in accordance with GAAP.

	Six Months Ended June 30,
(in thousands)	2023		2022
FFO (as defined by NAREIT) attributable to NLOP Predecessor	$	42,906	$	41,576
AFFO attributable to NLOP Predecessor	$	48,102	$	42,658

	Years Ended December 31,
(in thousands)	2022		2021		2020
FFO (as defined by NAREIT) attributable to NLOP Predecessor	$	78,897	$	59,998	$	73,184
AFFO attributable to NLOP Predecessor	$	88,718	$	77,497	$	71,841

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RISK FACTORS

You should carefully consider the following risks and other information in this information statement in evaluating our company and our common shares. Any of the following risks could materially and adversely affect our business, results of operations and financial condition.

Risks Related to Our Properties and Business

Market and economic volatility due to adverse economic and geopolitical conditions, health crises or dislocations in the credit markets, could have a material adverse effect on our business, financial condition, results of operations, our ability to dispose of assets, and our ability to pay dividends and/or distributions.

Our business may be adversely affected by market and economic volatility experienced by the U.S. and global economies, the real estate industry as a whole and/or the local economies in the markets in which our properties are located. Such adverse economic and geopolitical conditions may be due to, among other issues, rising inflation and interest rates, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability (such as the war in Ukraine), sanctions and other conditions beyond our control. These current conditions, or similar conditions existing in the future, may adversely affect our business, financial condition, results of operations and/or distributions as a result of one or more of the following, among other potential consequences:

•significant job losses may occur, which may decrease demand for our office space, causing market rental rates and property values to be negatively impacted, and create increased challenges in disposing of properties in accordance with our strategic plan;

•reduced values of our properties may limit our ability to dispose of assets at attractive prices or to obtain debt financing secured by our properties and may reduce the availability of unsecured loans;

•inflation may adversely affect tenant leases with stated rent increases, which could be lower than the increase in inflation at any given time;

•the financial condition of our tenants may be adversely affected, which may result in tenant defaults under leases due to inflationary pressure, bankruptcy, lack of liquidity, lack of funding, operational failures or for other reasons;

•our ability to borrow on terms and conditions that we find acceptable, or at all, may be limited, which could reduce our ability to refinance existing debt and increase our future interest expense;

•the value and liquidity of our short-term investments and cash deposits could be reduced as a result of a deterioration of the financial condition of the institutions that hold our cash deposits or the institutions or assets in which we have made short-term investments, a dislocation of the markets for our short-term investments, increased volatility in market rates for such investments or other factors; and

•to the extent we enter into derivative financial instruments, one or more counterparties to our derivative financial instruments could default on their obligations to us, or could fail, increasing the risk that we may not realize the benefits of these instruments.

The COVID-19 pandemic, and ongoing remote working trends that began with the COVID-19 pandemic, may continue to materially adversely impact the value of our properties and our business, operating results, financial condition and prospects.

Temporary closures of businesses and the resulting remote working arrangements for personnel in response to the pandemic may result in long-term changed work practices that could negatively impact us and our business. For example, the increased adoption of and familiarity with remote work practices, and the recent increase in tenants seeking to sublease their leased space, as well as tenant uncertainty regarding office space needs given evolving remote and hybrid working trends which began with the COVID-19 pandemic, could result in decreased demand for office space. If this trend was to continue or accelerate, our tenants may elect to not renew their leases, or to renew

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them for less space than they currently occupy, which could increase the vacancy and decrease rental income and the value of our properties. The increase in remote work practices may continue in a post-pandemic environment. Real estate sales prices depend on a number of factors, including occupancy percentages, and lease rates, and in light of current office space utilization trends, our ability to find buyers for our properties at desirable prices, or at all, may be adversely impacted by these trends. The need to reconfigure leased office space, either in response to the pandemic or tenants’ needs, may impact space requirements and also may require us to spend increased amounts for tenant improvements. If substantial office space reconfiguration is required, the tenant may explore other office space and find it more advantageous to relocate than to renew its lease and renovate the existing space. If so, the value of our properties and our business, operating results, financial condition and prospects may be materially adversely impacted.

We could experience difficulties or delays renewing leases or re-leasing space, which will increase our costs to maintain such properties without receiving income.

We derive a significant portion of our net income from rent received from our tenants, and our profitability is significantly dependent upon ability to minimize vacancies in our properties and ensure our tenants timely pay rent at an attractive rate. If a tenant experiences a downturn in its business or other types of financial distress, it may be unable to make timely rental payments. If lease defaults occur, we may experience delays in enforcing our rights as landlord. As of June 30, 2023, our portfolio had a WALT of 5.7 years, and no properties were fully vacant. If our tenants decide not to renew their leases, terminate early or default on their lease, or if we fail to find suitable tenants to lease our vacant properties, we may not be able to re-lease the space or may experience delays in finding suitable replacement tenants and may be in default under the NLOP Financing Arrangements. Even if tenants decide to renew or lease new space, the terms of renewals or new leases, including the cost of required renovations or concessions to tenants, particularly commercial tenants, may be less favorable to us than current lease terms, and we may not have the available capital to pay for improvements, renovations, or rent concessions, which could further adversely impact our ability to renew leases or re-lease vacant properties on favorable terms, or at all. As a result, our net income and ability to pay dividends to shareholders could be materially adversely affected. Further, if one of our properties cannot be leased on terms and conditions favorable to us, the property may not be marketable at a suitable price without substantial capital improvements, alterations, or at all, which could inhibit our ability to effectively dispose of those properties.

We may be unable to find buyers for our properties on a timely basis or at desirable sales prices in accordance with our strategic plan.

As described in this information statement, we intend to pursue dispositions of our properties. Real estate sales prices are constantly changing and fluctuate based on many factors, including as a result of changes in interest rates, supply and demand dynamics, occupancy percentages, lease rates, the availability of suitable buyers, the perceived quality and dependability of income flows from tenancies and a number of other factors, both local and national. In particular, in light of current office space utilization trends, our ability to find buyers for our properties at desirable prices, or at all, may be adversely impacted by these trends, and we may be required to sell our properties for less than their market value. If we are not able to find buyers for our assets or if we have overestimated the value of our assets, any distributions to our shareholders may be delayed or reduced. In addition, our ability to dispose of properties may also be adversely affected by the terms of prepayment or assumption costs associated with debt encumbering our real estate assets, transactional fees and expenses or unknown liabilities.

Inflation may adversely affect our financial condition, cash flows and results of operations.

Increased inflation could have a more pronounced negative impact on interest expense and general and administrative expenses, as these costs could increase at a rate higher than our rents. Also, inflation may adversely affect tenant leases with stated rent increases or limits on such tenant’s obligation to pay its share of operating expenses, which could be lower than the increase in inflation at any given time. It may also limit our ability to recover all of our operating expenses. Inflation could also have an adverse effect on consumer spending, which could impact our tenants’ sales and, in turn, our average rents. In addition, renewals of leases or future leases may not be negotiated on current terms, in which event we may recover a smaller percentage of our operating expenses.

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We depend on significant tenants, and the majority of our properties depend upon a single tenant for all or a majority of their rental income; therefore, our financial condition, including our ability to make distributions to shareholders, may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of such a single tenant.

As of June 30, 2023, our 10 largest tenants in our portfolio (by ABR) represented approximately 50% of ABR and our three largest tenants in our portfolio (by ABR) represented approximately 28% of ABR. In addition, as of June 30, 2023, the majority of our annualized rental revenue was from our properties leased to single tenants. The value of our single tenant properties is materially dependent on the performance of those tenants under their respective leases. These tenants face competition within their industries and other factors that could reduce their ability to pay us rent. Lease payment defaults by such tenants could cause us to reduce the amount of distributions that we pay to our shareholders. A default by a single or major tenant, the failure of a guarantor to fulfill its obligations or other premature termination of a lease to such a tenant or such tenant’s election not to extend a lease upon its expiration could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders.

High geographic concentration of our properties of our tenants could magnify the effects of adverse economic or regulatory developments in such geographic areas on our operations and financial condition.

As of June 30, 2023, 25% of our portfolio (as a percentage of ABR) was located in Texas, representing the highest concentration of our assets, and 16% was located in Minnesota. We are susceptible to adverse developments in the economic or regulatory environments of the geographic areas in which we concentrate, such as business layoffs or downsizing, industry slowdowns, relocations of businesses, increases in real estate and other taxes or costs of complying with governmental regulations. Any adverse developments in the economy or real estate market in the areas in which we concentrate or any decrease in demand for office space resulting from regulatory or business environment in the areas in which we concentrate could impact our ability to generate revenues sufficient to meet our operating expenses or other obligations, which could have an adverse effect on our financial condition, results of operations, liquidity and ability to pay distributions to our shareholders.

Our performance is subject to risks inherent in owning real estate investments.

We are generally subject to risks incidental to the ownership of real estate. These risks include:

•changes in supply of or demand for office properties in our market or sub-markets;

•competition for tenants in our market or sub-markets;

•the ongoing need for capital improvements;

•increased operating costs, which may not necessarily be offset by increased rents, including insurance premiums, utilities and real estate taxes, due to inflation and other factors;

•changes in tax, real estate and zoning laws;

•changes in governmental rules and fiscal policies;

•inability of tenants to pay rent;

•competition from the development of new office space in our market or sub-markets and the quality of competition, such as the attractiveness of our properties as compared to our competitors’ properties based on considerations such as convenience of location, rental rates, amenities and safety record; and

•civil unrest, acts of war, terrorism, acts of God, including earthquakes, hurricanes and other natural disasters (which may result in uninsured losses) and other factors beyond our control.

Should any of the foregoing occur, it may have a material adverse effect on our business, financial condition and results of operations.

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We face considerable competition in the leasing market and may be unable to renew existing leases or re-let space on terms similar to our existing leases, or we may expend significant capital in our efforts to re-let space, which may adversely affect our business, financial condition and results of operations.

We compete with a number of other owners and operators of office properties to renew leases with our existing tenants and to attract new tenants. To the extent that we are able to renew leases that are scheduled to expire in the short-term or re-let such space to new tenants, heightened competition may require us to give rent concessions or provide tenant improvements to a greater extent than we otherwise would have.

If our competitors offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose potential tenants, and we may be pressured to reduce our rental rates below those we currently charge, or may not be able to increase rates to market rates, in order to retain tenants upon expiration of their existing leases. Even if our tenants renew their leases or we are able to re-let the space, the terms and other costs of renewal or re-letting, including the cost of required renovations, increased tenant improvement allowances, leasing commissions, declining rental rates, and other potential concessions, may be less favorable than the terms of our current leases and could require significant capital expenditures. Our inability to renew leases or re-let space in a reasonable time, a decline in rental rates or an increase in tenant improvement, leasing commissions, or other costs may have a material adverse effect on our business, financial condition and results of operations.

Tenant defaults may have a material adverse effect on our business, financial condition and results of operations.

The majority of our revenues and income comes from rental income from real property. As such, our business, financial condition and results of operations could be adversely affected if our tenants default on their lease obligations. Our ability to manage our assets is also subject to federal bankruptcy laws, state laws that limit creditors’ rights and remedies available to real property owners to collect delinquent rents and international laws. If a tenant becomes insolvent or bankrupt, we cannot be sure that we could recover the premises from the tenant promptly or from a trustee or debtor-in-possession in any bankruptcy proceeding relating to that tenant. We also cannot be sure that we would receive any rent in the proceeding sufficient to cover our expenses with respect to the premises. If a tenant becomes bankrupt, the federal bankruptcy code will apply and, in some instances, may restrict the amount and recoverability of our claims against the tenant. A tenant’s default on its obligations may have a material adverse effect on our business, financial condition and results of operations.

Some of our leases provide tenants with the right to terminate their leases early, which may have a material adverse effect on our business, financial condition and results of operations.

Certain of our leases permit our tenants to terminate their leases as to all or a portion of their leased premises prior to their stated lease expiration dates under certain circumstances, such as providing notice by a certain date and, in most cases, paying a termination fee. To the extent that our tenants exercise early termination rights, our cash flow and earnings will be adversely affected, and we can provide no assurances that we will be able to generate an equivalent amount of net effective rent by leasing the vacated space to new third-party tenants. If our tenants elect to terminate their leases early, it may have a material adverse effect on our business, financial condition and results of operations.

Our expenses may remain constant or increase, even if our revenues decrease, which may have a material adverse effect on our business, financial condition and results of operations.

Costs associated with our business, such as debt repayments, real estate taxes, insurance premiums and maintenance costs, are relatively inelastic and generally do not decrease, and may increase, when a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause a reduction in property revenues. As a result, if revenues drop, we may not be able to reduce our expenses accordingly, which may have a material adverse effect on our business, financial condition and results of operations.

Property taxes may increase without notice.

The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While the

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majority of our leases are under a net lease structure, some or all of such property taxes may not be collectible from our tenants. In such event, our financial condition, results of operations, cash flows, trading price of our common shares and our ability to satisfy our principal and interest obligations and to pay dividends to our shareholders could be adversely affected, which may have a material adverse effect on our business, financial condition and results of operations.

Real estate property investments are illiquid. We may not be able to dispose of properties when desired or on favorable terms.

Real estate investments are relatively illiquid. Our ability to quickly sell or exchange any of our properties in response to changes in economic and other conditions will be limited. No assurances can be given that we will recognize full value, at a price and at terms that are acceptable to us, for any property that we are required to sell for liquidity reasons. Our inability to respond rapidly to changes in the performance of our investments could adversely affect our financial condition and results of operations.

We, our tenants and our properties are subject to various federal, state and local regulatory requirements, such as environmental laws, state and local fire and safety requirements, building codes and land use regulations.

We, our tenants and our properties are subject to various federal, state and local regulatory requirements, such as environmental laws, state and local fire and safety requirements, building codes and land use regulations.

Failure to comply with these requirements could subject us, or our tenants, to governmental fines or private litigant damage awards. In addition, compliance with these requirements, including new requirements or stricter interpretation of existing requirements, may require us, or our tenants, to incur significant expenditures. We do not know whether existing requirements will change or whether future requirements, including any requirements that may emerge from pending or future climate change legislation, will develop. Environmental noncompliance liability also could impact a tenant’s ability to make rental payments to us. Furthermore, our reputation could be negatively affected if we violate environmental laws or regulations, which may have a material adverse effect on our business, financial condition and results of operations.

In addition, as a current or former owner or operator of real property, we may be subject to liabilities resulting from the presence of hazardous substances, waste or petroleum products at, on, under or emanating from such property, including investigation and cleanup costs, natural resource damages, third-party liability for cleanup costs, personal injury or property damage and costs or losses arising from property use restrictions. In particular, some of our properties are adjacent to or near other properties that have contained or currently contain underground storage tanks used to store petroleum products or other hazardous or toxic substances. In addition, certain of our properties are on, adjacent to or near sites upon which others, including former owners or tenants of our properties, have engaged, or may in the future engage, in activities that have released or may have released petroleum products or other hazardous or toxic substances. Cleanup liabilities are often imposed without regard to whether the owner or operator knew of, or was responsible for, the presence of such contamination, and the liability may be joint and several. The presence of hazardous substances also may result in use restrictions on impacted properties or result in liens on contaminated sites in favor of the government for damages it incurs to address contamination. We also may be liable for the costs of removal or remediation of hazardous substances or waste disposal or treatment facilities if we arranged for disposal or treatment of hazardous substances at such facilities, whether or not we own such facilities. Moreover, buildings and other improvements on our properties may contain asbestos-containing material or other hazardous building materials or could have indoor air quality concerns (e.g., from airborne contaminants such as mold), which may subject us to costs, damages and other liabilities including abatement cleanup, personal injury, and property damage liabilities. The foregoing could adversely affect occupancy and our ability to develop, sell or borrow against any affected property and could require us to make significant unanticipated expenditures that may have a material adverse effect on our business, financial condition and results of operations.

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Because we own properties located outside the United States, we are exposed to additional risks.

We own properties located outside the United States. As of June 30, 2023, our real estate properties located outside of the United States represented 11.0% of ABR. These investments may be affected by factors particular to the local jurisdiction where the property is located and may expose us to additional risks, including:

•enactment of laws relating to foreign ownership of property (including expropriation of investments), or laws and regulations relating to our ability to repatriate invested capital, profits, or cash and cash equivalents back to the United States;

•legal systems where the ability to enforce contractual rights and remedies may be more limited than under U.S. law;

•difficulty in complying with conflicting obligations in various jurisdictions and the burden of observing a variety of evolving foreign laws, regulations, and governmental rules and policies, which may be more stringent than U.S. laws and regulations (including land use, zoning, environmental, financial, and privacy laws and regulations, such as the European Union’s General Data Protection Regulation);

•tax requirements vary by country and existing foreign tax laws and interpretations may change (e.g., the on-going implementation of the European Union’s Anti-Tax Avoidance Directives), which may result in additional taxes on our international investments;

•changes in operating expenses in particular countries;

•a lack of publicly available information in certain jurisdictions may impair our ability to receive timely and accurate financial information from tenants, which may be necessary to meet reporting obligations to financial institutions or governmental and regulatory agencies; and

•geopolitical risk and adverse market conditions caused by changes in national or regional economic or political conditions, including among others, political instability and withdrawal from the European Union (which may impact relative interest rates and the terms or availability of mortgage funds).

The Advisors may engage third-party asset managers in international jurisdictions to monitor compliance with legal requirements and lending agreements. If the Advisors fail to properly mitigate such additional risks, it could result in operational failures, governmental sanctions, or other liabilities.

We are also subject to potential fluctuations in exchange rates between the euro and the U.S. dollar because we translate revenue denominated in euros into U.S. dollars for our financial statements. Our results of our foreign operations are adversely affected by a stronger U.S. dollar relative to foreign currencies (i.e., absent other considerations, a stronger U.S. dollar will reduce both our revenues and our expenses), which may in turn adversely affect the price of our common shares.

We may be materially adversely affected by laws, regulations or other issues related to climate change.

If we become subject to laws or regulations related to climate change, our business, financial condition and results of operations could be materially adversely affected. The federal government has enacted certain climate change laws and regulations which may, among other things, regulate “carbon footprints” and greenhouse gas emissions. In addition, the SEC has recently proposed rule amendments that would require us to prepare a wide range of new climate-related disclosures, including with respect to our climate-related risks, greenhouse gas emissions, and other climate-related targets, goals and plans. Such laws and regulations could result in substantial compliance costs, retrofit costs and construction costs, including monitoring and reporting costs and capital expenditures for environmental control facilities and other new equipment. Non-compliance with these laws or regulations may result in potential cost increases, litigation, fines, penalties, brand or reputational damage, loss of tenants, lower valuation and higher investor activism activities. We cannot predict how future laws and regulations, or future interpretations of current laws and regulations related to climate change will affect our business, financial condition and results of operations. Additionally, the potential physical impacts of climate change on our operations are highly uncertain. These may include changes in rainfall and storm patterns and intensity, water shortages,

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changing sea levels and changing temperatures. These impacts may have a material adverse effect on our business, financial condition and results of operations.

Compliance or failure to comply with the Americans with Disabilities Act could result in substantial costs.

Our properties must comply with the Americans with Disabilities Act (the “ADA”) and any equivalent state or local laws, to the extent that our properties are public accommodations as defined under such laws. Under the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. If one or more of our properties is not in compliance with the ADA or any equivalent state or local laws, we may be required to incur additional costs to bring such property into compliance with the ADA or similar state or local laws. Noncompliance with the ADA or similar state and local laws could also result in the imposition of fines or an award of damages to private litigants. We cannot predict the ultimate amount of the cost of compliance with the ADA or any equivalent state or local laws. If we incur substantial costs to comply with the ADA or any equivalent state or local laws, it may have a material adverse effect on our business, financial condition and results of operations.

Our assets may be subject to impairment charges.

We will regularly review our real estate assets for impairment, and based on these reviews, we may record impairment losses that have a material adverse effect on our business, financial condition and results of operations. Negative or uncertain market and economic conditions, as well as market volatility, increase the likelihood of incurring impairment losses. Such impairment losses may have a material adverse effect on our business, financial condition and results of operations.

Uninsured and underinsured losses may adversely affect our operations.

We, or in certain instances, tenants at our properties, carry comprehensive commercial general liability, fire, extended coverage, business interruption, rental loss coverage, environmental and umbrella liability coverage on all of our properties. We also carry wind and flood coverage on properties in areas where we believe such coverage is warranted, in each case with limits of liability that we deem adequate. Similarly, we are insured against the risk of direct physical damage in amounts we believe to be adequate to reimburse us, on a replacement cost basis, for costs incurred to repair or rebuild each property, including loss of rental income during the reconstruction period. However, we may be subject to certain types of losses that are generally uninsured losses, including, but not limited to losses caused by riots, war or acts of God. In the event of substantial property loss, the insurance coverage may not be sufficient to pay the full current market value or current replacement cost of the property. In the event of an uninsured loss, we could lose some or all of our capital investment, cash flow and anticipated profits related to one or more properties. Inflation, changes in building codes and ordinances, environmental considerations and other factors also might make it not feasible to use insurance proceeds to replace a property after it has been damaged or destroyed. Under such circumstances, the insurance proceeds we receive might not be adequate to restore our economic position with respect to such property, which may have a material adverse effect on our business, financial condition and results of operations.

We may be subject to litigation, which could have a material adverse effect on our financial condition.

We may be subject to litigation, including claims related to our assets and operations that are otherwise in the ordinary course of business. Some of these claims may result in significant defense costs and potentially significant judgments against us, some of which we may not be insured against. While we generally intend to vigorously defend ourselves against such claims, we cannot be certain of the ultimate outcomes of claims that may be asserted against us. Unfavorable resolution of such litigation may result in our having to pay significant fines, judgments, or settlements, which, if uninsured – or if the fines, judgments and settlements exceed insured levels – would adversely impact our earnings and cash flows, thereby negatively impacting our ability to service debt and pay dividends to our shareholders, which may have a material adverse effect on our business, financial condition and results of operations. Certain litigation, or the resolution of certain litigation, may affect the availability or cost of some of our insurance coverage, expose us to increased risks that would be uninsured, or adversely impact our ability to attract officers and trustees, each of which may have a material adverse effect on our business, financial condition and results of operations.

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If we are unable to satisfy the regulatory requirements of the Sarbanes-Oxley Act, or if our disclosure controls or internal control over financial reporting is not effective, investors could lose confidence in our reported financial information, which could adversely affect the perception of our business and the trading price of our common shares.

As a public company, we will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act and the Dodd-Frank Act and will be required to prepare our financial statements in accordance with the rules and regulations promulgated by the SEC. The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. Although the Advisors will continue to review the effectiveness of our disclosure controls and procedures and internal controls over financial reporting, there can be no guarantee that our internal controls over financial reporting will be effective in accomplishing all of our control objectives. If we are not able to comply with these and other requirements in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal controls over financial reporting that are deemed to be material weaknesses, the market price of our common shares could decline and we could be subject to sanctions or investigations by the NYSE, the SEC or other regulatory authorities, which may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Financing and Our Indebtedness

We expect to have a significant amount of indebtedness and may need to incur more in the future.

Immediately following the Distribution, net of capitalized financing costs, we expect to have approximately $590.6 million of total outstanding indebtedness. In addition, in connection with executing our business strategies going forward, we expect to need to invest in our current portfolio and we may elect to finance these endeavors by incurring additional indebtedness. The amount of such indebtedness could have material adverse consequences for us, including:

•hindering our ability to adjust to changing market, industry or economic conditions;

•limiting our ability to access the capital markets to raise additional equity or refinance maturing debt on favorable terms;

•limiting the amount of free cash flow available for future operations, dividends, share repurchases or other uses;

•making us more vulnerable to economic or industry downturns, including interest rate increases; and

•placing us at a competitive disadvantage compared to less leveraged competitors.

Moreover, to respond to competitive challenges, we may be required to raise substantial additional capital to execute our business strategy. Our ability to arrange additional financing will depend on, among other factors, our financial position and performance, as well as prevailing market conditions and other factors beyond our control. If we are able to obtain additional financing and if we received credit ratings, these credit ratings could be adversely affected, which could further raise our borrowing costs and further limit our future access to capital and our ability to satisfy our obligations under our indebtedness, which may have a material adverse effect on our business, financial condition and results of operations.

We have existing debt and refinancing risks that could affect our cost of operations.

Following the Distribution, we may have both fixed and variable rate indebtedness and may incur additional indebtedness in the future, including borrowings under the NLOP Financing Arrangements. As a result, we are, and expect to be, subject to the risks normally associated with debt financing including:

•that interest rates may rise;

•that our cash flow will be insufficient to make required payments of principal and interest;

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•that we will be unable to refinance some or all of our debt or increase the availability of overall debt on terms as favorable as those of our existing debt, or at all;

•that any refinancing will not be on terms as favorable as those of our existing debt;

•that required payments on mortgages and on our other debt are not reduced if the economic performance of any property declines;

•that debt service obligations will reduce funds available for distribution to our shareholders;

•that any default on our debt, due to noncompliance with financial covenants or otherwise, could result in acceleration of those obligations;

•that we may be unable to refinance or repay the debt as it becomes due; and

•that if our degree of leverage is viewed unfavorably by lenders, it could affect our ability to obtain additional financing.

If we are unable to repay or refinance our indebtedness as it becomes due, we may need to sell assets or to seek protection from our creditors under applicable law, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to secure additional financing on favorable terms, or at all, to meet our capital needs.

In connection with the Separation and Distribution, we have entered into the NLOP Financing Arrangements; however, we may require additional capital to implement our business plan, respond to business opportunities, challenges or unforeseen circumstances and may determine to engage in equity or debt financings, refinance the NLOP Financing Arrangements or enter into new credit facilities. If we are unable to refinance or repay the debt as it becomes due or obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business plan and to respond to business challenges could be limited.

The NLOP Financing Arrangements will limit our ability to pay dividends on our common shares, including repurchasing our common shares.

Under the instruments governing the NLOP Financing Arrangements and the Separation and the Distribution, permitted dividends may be limited to the amount required for us (and our subsidiary REITs) to avoid the imposition of income and excise taxes. Our ability to pay dividends in cash may be limited and we may be required to utilize alternative financing or other procedures to satisfy the applicable REIT distribution requirements (including the payment of dividends on our common stock in common shares, as described more fully in “Material U.S. Federal Income Tax Consequences – Taxation of Our Company – Distribution Requirements,” which may place downward pressure on the market price of our common shares). Any inability to pay dividends may negatively impact our REIT status or could cause shareholders to sell our common shares, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to engage in potentially desirable strategic or capital-raising transactions that require the issuance of interests in our operating company while the NLOP Financing Arrangements remain outstanding.

For so long as the NLOP Financing Arrangements remain outstanding, we are generally prohibited from engaging in certain transactions that would affect the ownership of our operating company, including admitting new members or other capital raising transactions, if there have been material changes in the direct or indirect ownership of NLOP Mezzanine Borrower during the preceding three year period. This restriction may limit our ability to pursue strategic transactions or engage in other transactions that may maximize the value of our business.

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Our governing documents do not limit the amount of indebtedness we may incur and we may become more highly leveraged.

Our Board may permit us to incur additional debt and would do so, for example, if it were necessary to maintain our status as a REIT. We might become more highly leveraged as a result, and our financial condition, results of operations and funds available for distribution to shareholders might be negatively affected, and the risk of default on our indebtedness could increase, which may have a material adverse effect on our business, financial condition and results of operations.

If we become an UPREIT, we would be a holding company with no direct operations and would rely on distributions received from our operating company, NLO OP LLC and its subsidiaries, including NLOP Mezzanine Borrower, to make distributions to our shareholders.

While we will not conduct our business as an UPREIT immediately following the Separation and the Distribution, we may do so in the future, in which case we would become a holding company and conduct all of our operations through our operating company, and would rely on distributions from our operating company, NLO OP LLC and its subsidiaries, including NLOP Mezzanine Borrower, to make any distributions to our shareholders and to meet any of our obligations. The ability of our operating company to make distributions to us would depend on its operating results and the ability of subsidiaries of our operating company to make distributions to our operating company, which could be subject to restrictions of any of its subsidiaries. While NLO OP LLC is currently expected to be our wholly owned subsidiary, if we elected to admit third party members, we would expect to amend and restate the operating agreement for NLO OP LLC to reflect such terms as would be customary and appropriate for an UPREIT, and those members would be entitled to the rights and remedies set forth thereunder, including with respect to conversion to our common shares, redemption, and other rights that could adversely affect the rights of our shareholders. In addition, the claims of our shareholders would be structurally subordinated to all existing and future liabilities and other obligations and any preferred equity of the operating company and its subsidiaries, including in the case of any liquidation, bankruptcy or reorganization of our company.

Financial covenants could materially adversely affect our ability to conduct our business.

The instruments governing the NLOP Financing Arrangements contain restrictions on the amount of debt we may incur and other restrictions and requirements on our operations. These restrictions, as well as any additional restrictions to which we may become subject in connection with additional financings or refinancings, could restrict our ability to pursue business initiatives, effect certain transactions or make other changes to our business that may otherwise be beneficial to us, which could adversely affect our results of operations. In addition, violations of these covenants could cause declarations of default under, and acceleration of, any related indebtedness, which would result in adverse consequences to our financial condition. The instruments governing the NLOP Financing Arrangements also contain cross-default provisions that give the lenders the right to declare a default if we are in default resulting in (or permitting the) acceleration of other debt under other loans in excess of certain amounts. In the event of a default, we may be required to repay such debt with capital from other sources, which may not be available to us on attractive terms, or at all, which may have a material adverse effect on our business, financial condition and results of operations. Additionally, the NLOP Mortgage Loan is secured by first priority mortgages and deeds of trust encumbering the interests of the NLOP Mortgage Loan Borrowers in the Mortgaged Properties, as well as by pledges of equity of the NLOP Mortgage Loan Borrowers (and, with respect to the NLOP Mortgage Loan Borrowers that are limited partnerships, the general partners thereof), NLO Holding Company LLC, and each of NLO MB TRS LLC and NLO SubREIT LLC. Any inability to service our obligations under the NLOP Mortgage Loan could lead to foreclosure on the assets securing such debt, which could have a materially adverse effect on our business, financial condition and results of operations.

The NLOP Mortgage Loan Agreement (as defined below) also contains certain cash management provisions which provide that all cash from the Mortgaged Properties is held by the Lenders and applied pursuant to a waterfall set forth in the NLOP Mortgage Loan Agreement, with excess cash flow being retained by the Lenders (subject to NLOP Mortgage Borrowers’ right to request funds for certain permitted payments). In addition, upon the occurrence of certain trigger events (such as specified events of default or a bankruptcy event with respect to NLOP Mortgage Borrower), the Lenders have the right to retain any excess cash flow as additional collateral for the loan, until such

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trigger event is cured, subject to certain rights to distributions for REIT compliance purposes and current interest on the NLOP Mezzanine Loan. For more information regarding the NLOP Financing Arrangements, see “Description of Material Indebtedness.”

Failure to hedge effectively against interest rate changes and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.

The interest rate and foreign exchange rate hedge instruments we may use to manage some of our exposure to interest rate and foreign exchange rate volatility involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements. Failure to hedge effectively against such interest rate and foreign exchange rate changes may have a material adverse effect on our business, financial condition and results of operations.

We depend on external sources of capital that are outside of our control, which may affect our ability to pursue strategic opportunities, refinance or repay our indebtedness and make distributions to our shareholders.

In order to qualify to be taxed as a REIT, we (and any of our subsidiary REITs) generally must distribute annually at least 90% of REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, to shareholders. Because of this distribution requirement, we may not be able to fund all future capital needs from income from operations. As a result we will continue to rely on third-party sources of capital, including lines of credit, collateralized or unsecured debt (both construction financing and permanent debt) and equity issuances. Our access to third-party sources of capital depends on a number of factors, including general market conditions, the market’s view of the quality of our assets, the market’s perception of our growth potential, our current debt levels and our current and expected future earnings. If we are unable to obtain a sufficient level of third-party financing to fund our capital needs, our ability to make distributions to our shareholders may be adversely affected which may have a material adverse effect on our business, financial condition and results of operations.

We may amend our divestiture strategy and business policies without shareholder approval.

Our Board may change our divestiture strategy, financing strategy or leverage policies with respect to operations, indebtedness, capitalization and dividends at any time without the consent of our shareholders, which could result in an investment portfolio with a different risk profile. Such a change in our strategy may increase our exposure to interest rate risk, default risk and real estate market fluctuations, among other risks. These changes could adversely affect our ability to pay dividends to our shareholders, and may have a material adverse effect on our business, financial condition and results of operations.

Decreases in property values may reduce the amount we receive upon the sale of any of our assets.

Our disposition strategy may provide for the sale of some or all our assets, which are real estate investments, and we cannot predict whether we will be able to do so at a price or on terms and conditions acceptable to us. Investments in real properties are relatively illiquid. The amounts we receive upon the sale of any of our assets depends on the underlying value of such assets, and the underlying value of such assets may be reduced by a number of factors that are beyond our control, including, without limitation, the following:

•changes in general economic or local conditions;

•changes in supply of or demand for similar or competing properties in an area;

•changes in interest rates and availability of mortgage funds that may render the sale of our properties difficult or unattractive;

•increases in operating expenses;

•the financial performance of our tenants, and the ability of our tenants to satisfy their obligations under their leases;

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•vacancies and inability to lease or sublease space;

•potential major repairs which are not presently contemplated or other contingent liabilities associated with such assets;

•competition; and

•changes in tax, real estate, environmental and zoning laws.

Defaults under future sale agreements may delay or reduce the cash we receive pursuant to any future sale agreements.

In connection with any sales of our assets, we will seek to enter into binding sales agreements for any such sales. The consummation of any potential sale for which we will enter into a sale agreement in the future will be subject to satisfaction of closing conditions. If any potential transaction contemplated by any such future sale agreement do not close because of a buyer default, failure of a closing condition or for any other reason, we may not be able to enter into a new agreement on a timely basis or on terms that are as favorable as the original sale agreement. We will also incur additional costs involved in locating a new buyer and negotiating a new sale agreement for any such sale. If we incur these additional costs, potential distributions to our shareholders would be reduced.

Shareholder litigation related to any disposition strategy could result in substantial costs and distract our Board and Advisors.

Historically, extraordinary corporate actions by a company, such as disposition strategies, often lead to securities class action lawsuits being filed against that company. Defending ourselves in any litigation related to any disposition strategy may be expensive and, even if we ultimately prevail, the process of defending against lawsuits will divert NLOP’s Board and the Advisors’ attention from implementing the disposition strategy and otherwise operating our business. If we do not prevail in any lawsuit, we may be liable for damages. We cannot predict the amount of any such damages; however, if applicable, they may be significant and may cause potential distributions to our shareholders to be reduced and/or delayed.

NLOP is an emerging growth company within the meaning of the Securities Act, and if NLOP takes advantage of certain exemptions from disclosure requirements available to “emerging growth companies,” this could make NLOP’s securities less attractive to investors and may make it more difficult to compare NLOP’s performance with other public companies.

NLOP is an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and NLOP may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in NLOP’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. NLOP does not intend to take advantage of these exemptions at this time, but may do so in the future. As a result, if NLOP decides to take advantage of these exemptions, NLOP shareholders may not have access to certain information they may deem important.

NLOP will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Distribution, (b) in which NLOP has total annual gross revenue of at least $1.235 billion, or (c) in which NLOP is deemed to be a large accelerated filer, which means the market value of the common equity of NLOP that is held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which NLOP has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. If NLOP decides to take advantage of certain exemptions from disclosure requirements available to it as an emerging growth company, NLOP cannot predict whether investors will find NLOP’s common shares less attractive because NLOP may rely on these exemptions. If some investors find NLOP’s securities less attractive as a result of NLOP’s reliance on these

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exemptions, the trading prices of NLOP’s securities may be lower than they otherwise would be, there may be a less active trading market for NLOP’s securities and the trading prices of NLOP’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. NLOP has elected to take advantage of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, NLOP, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

Risks Related to the Separation and the Distribution

We have no operating history as an independent company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company, do not reflect certain assets in our portfolio that were acquired by WPC in connection with its merger with CPA:18, and may not be a reliable indicator of our future results.

Our historical financial information included in this information statement is derived solely from the consolidated financial statements and accounting records of WPC for the corresponding periods presented, which is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company. Furthermore, our historical financial information does not include the nine properties acquired from CPA:18 in connection with the merger between WPC and CPA:18 in August 2022, and thus the financial information contained in this information statement does not include historical financial information related to all of the assets that will be included in our portfolio after the Distribution. Our historical information also does not include the impact of the NLOP Financing. Accordingly, the historical financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly-traded company during the periods presented, or those that we will achieve in the future. Factors which could cause our results to materially differ from those reflected in such historical financial information and which may adversely impact our ability to achieve similar results in the future may include, but are not limited to, the following:

•the financial results in this information statement do not reflect the CPA:18 Properties, or the impacts thereof on the historical financial results of the portfolio;

•the financial results in this information statement do not reflect all of the expenses we will incur as a public company;

•prior to the Separation and the Distribution, portions of our business have been operated by WPC, and as part of its corporate organizations;

•after the Separation, we will need to rely on systems, infrastructure, and personnel of WPC;

•after the Distribution, we will be unable to use WPC’s economies of scope and scale in procuring various goods and services. Although we will enter into certain agreements with WPC and/or certain of its subsidiaries in connection with the Separation and Distribution, including the Advisory Agreements, these agreements may not fully capture the benefits previously enjoyed as a result of our business being integrated within the business WPC, and may result in us paying higher charges than paid in the past by WPC for necessary services;

•prior to the Separation and the Distribution, the working capital requirements and capital for general corporate purposes, including, research and development, and capital expenditures, relative to the assets we will acquire in the Separation were satisfied as part of the corporation-wide cash management policies of WPC. While we have entered into the NLOP Financing Arrangements, following the Distribution, we will

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have limited cash due to the distribution payment to WPC contemplated by the Separation, and we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may not be on terms as favorable those obtained by WPC, and the cost of capital for our business may be higher than WPC’s cost of capital prior to the Separation and the Distribution, which may have a material adverse effect on our business, financial condition and results of operations; and

•our cost structure, management, financing and business operations will be significantly different from that of WPC as a result of our operating as an independent public company. These changes will result in increased costs on a comparable basis focused on assets under management, including, but not limited to, legal, accounting, compliance and other costs associated with being a public company with equity securities traded on the NYSE.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of our status as an independent company. For additional information about the past financial performance of our business assets and the basis of presentation of the historical combined financial statements of our business, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and accompanying notes included elsewhere in this information statement.

WPC may fail to perform under the various transaction agreements that will be executed as part of the Separation and the Distribution, or we may fail to have necessary systems and services in place when certain of the transaction agreements expire.

Concurrently with or prior to the Distribution, we will enter into agreements with WPC and/or certain of its subsidiaries in connection with the Separation and the Distribution including the Separation and Distribution Agreement, the Tax Matters Agreement and the Advisory Agreements. Certain of these agreements will provide for the performance of services by each company for the benefit of the other for a period of time after the Distribution. We will rely on WPC to satisfy its performance and payment obligations under such agreements. If WPC is unable to satisfy such obligations, including its indemnification obligations, we could incur operational difficulties or losses, which may have a material adverse effect on our business, financial condition and results of operations.

If we do not have in place similar agreements with other providers of these services when the transaction agreements terminate and we are not able to provide these services internally, we may not be able to operate our business effectively and our profitability may decline, which may have a material adverse effect on our business, financial condition and results of operations. For more information, see “Certain Relationships and Related Person Transactions.”

The distribution of NLOP common shares in the Distribution is intended to be a taxable distribution to WPC common stockholders for U.S. federal income tax purposes.

The distribution of NLOP common shares in the Distribution is intended to be a taxable distribution to WPC common stockholders for U.S. federal income tax purposes. Accordingly, an amount equal to the fair market value of the NLOP common shares received by a holder of WPC common stock in the Distribution will generally be treated as a taxable dividend to the extent of the stockholder’s ratable share of any current or accumulated earnings and profits of WPC (including income or gain taken into account in connection with the Distribution) allocable to the Distribution, with the excess treated first as a non-taxable return of capital to the extent of the stockholder’s tax basis in WPC common stock and any remaining excess treated as capital gain. A stockholder’s tax basis in shares of WPC common stock held at the time of the Distribution will be reduced (but not below zero) to the extent the fair market value of NLOP common shares distributed by WPC to such holder in the Distribution exceeds such holder’s ratable share of WPC’s current and accumulated earnings and profits allocable to the Distribution. The stockholder’s holding period for such WPC shares for U.S. federal income tax purposes will not be affected by the Distribution. WPC will not be able to advise you of the amount of earnings and profits of WPC until after the end of the calendar year in which the Distribution occurs.

Additionally, WPC’s current earnings and profits are measured as of the end of the tax year and are generally allocated to all distributions made during such tax year on a pro rata basis. As a result, a proportionate part of

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WPC’s current earnings and profits for the entire taxable year of the Distribution will be allocated to the Distribution. That proportionate part will be treated as dividend income to WPC stockholders even if such holders have not held WPC common stock for the entire taxable year of WPC in which the Distribution occurs. Thus, WPC stockholders who do not hold WPC common stock for the entire taxable year of WPC in which the Distribution occurs may be allocated a disproportionate amount of ordinary income attributable to WPC’s current earnings and profits as a result of the Distribution.

WPC or other applicable withholding agents may be required or permitted to withhold at the applicable rate on all or a portion of the Distribution payable to Non-U.S. stockholders (as defined in “Certain U.S. Federal Income Tax Consequences of the Distribution”) of WPC common stock, and any such withholding may be satisfied by WPC or such agent by withholding a selling a portion of the NLOP common shares that otherwise would be distributable to Non-U.S. stockholders or by withholding from other property held in the Non-U.S. stockholder’s account with the withholding agent.

Although WPC intends to treat the Distribution as a taxable distribution and will ascribe a value to the NLOP common shares in the Distribution for tax purposes, this treatment and valuation are not binding on the United States Internal Revenue Service (the “IRS”) or any other taxing authority. Also, although WPC intends to take the position that the Distribution does not constitute a partial liquidation for U.S. federal income tax purposes, this position is not binding on the IRS or any other tax authority. These tax authorities could assert that the Distribution is a distribution in partial liquidation of WPC for U.S. federal income tax purposes. If the IRS successfully made such an assertion, the portion of the Distribution involving a distribution to WPC’s non-corporate stockholders may be treated as a payment in exchange for such stockholders’ WPC stock instead of as a dividend. Such treatment may result in adverse tax consequences to WPC and NLOP. These taxing authorities could also ascribe a higher valuation to the NLOP common shares, particularly if NLOP common shares trade at prices significantly above the value ascribed to those shares by WPC in the period following the Distribution. Such a higher valuation may cause a larger reduction in the tax basis of WPC common stock held by its common stockholders or may cause such stockholders to recognize additional dividend or capital gain income. You should consult your tax advisor as to the particular tax consequences of the Distribution to you, including the applicability of any U.S. federal, state, local and non-U.S. tax laws.

Potential indemnification obligations owed to WPC pursuant to the Separation and Distribution Agreement may have a material adverse effect on our business, financial condition and results of operations.

The Separation and Distribution Agreement provides for, among other things, the principal corporate transactions required to effect the Separation and the Distribution, certain conditions to the Separation and the Distribution and provisions governing our relationship with WPC with respect to and following the Distribution. Among other things, the Separation and Distribution Agreement provides for indemnification obligations designed to make us financially responsible for substantially all liabilities that may exist related to our business activities, whether incurred prior to or after the Distribution, as well as certain obligations of WPC that we will assume pursuant to the Separation and Distribution Agreement. If we are required to indemnify WPC under the circumstances set forth in the Separation and Distribution Agreement, we may be subject to substantial liabilities, which may have a material adverse effect on our business, financial condition and results of operations.

WPC may not be able to transfer its interests in certain properties in the Separation pursuant to certain agreements, due to the need to obtain the consent of third parties.

Certain covenants and other restrictions contained in debt agreements secured by certain of the legacy WPC properties may require WPC to obtain lender consent in order for such properties to be transferred to us in the Separation. There is no assurance that WPC will be able to obtain such consents on terms that it determines to be reasonable, or at all. Failure to obtain such consents could require WPC to retain properties subject to these consents, which may have a material adverse effect on our business, financial condition and results of operations.

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After the Distribution, certain of our trustees may have actual or potential conflicts of interest because of their previous or continuing equity interests in, or positions at, WPC.

We expect that certain of our trustees will be persons who are or have served as employees or directors of WPC or who may own WPC common stock or other equity awards. Following the Distribution, even though our Board will consist of a majority of independent trustees, we expect that certain of our trustees will continue to have a financial interest in WPC common stock. Continued ownership of WPC common stock and equity awards, or service as a director and trustee at both companies, could create, or appear to create, potential conflicts of interest, which may have a material adverse effect on our business, financial condition and results of operations.

We may not achieve some or all of the expected benefits of the Separation and the Distribution, and the Separation and the Distribution may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to achieve the full strategic and financial benefits expected to result from the Separation and the Distribution, or such benefits may be delayed due to a variety of circumstances, not all of which may be under our control. We may not achieve the anticipated benefits of the Separation and the Distribution for a variety of reasons, including, among others: (i) diversion of the Advisors’ attention from operating our business; (ii) disruption of our ongoing business or inconsistencies in our services, standards, controls, procedures and policies, which could adversely affect our ability to maintain relationships with tenants; (iii) increased susceptibility to market fluctuations and other adverse events following the Separation and the Distribution; and (iv) lack of diversification in our business, compared to WPC’s businesses prior to the Separation and the Distribution. Failure to achieve some or all of the benefits expected to result from the Separation and the Distribution, or a delay in realizing such benefits, may have a material adverse effect on our business, financial condition and results of operations.

Our agreements with WPC and/or certain of its subsidiaries in connection with the Separation and the Distribution involve conflicts of interest, and we may have received better terms from unaffiliated third parties than the terms we will receive in these agreements.

Because the Separation and the Distribution involve the combination and division of certain of WPC’s existing businesses into an independent company, we expect to enter into certain agreements with WPC to provide a framework for our relationship with WPC and/or certain of its subsidiaries following the Separation and the Distribution, including the Separation and Distribution Agreement, the Tax Matters Agreement, and the Advisory Agreements. The terms of these agreements will be determined while portions of our business are still owned by WPC and will be negotiated by persons who are at the time employees, officers or directors of WPC or their subsidiaries, or who expect to be employees, officers or directors of WPC following the Separation and Distribution, and, accordingly, may have conflicts of interest. For example, during the period in which the terms of those agreements will be negotiated, we will not have a Board of Trustees that will be independent of WPC. As a result, the terms of those agreements may not reflect terms that would have resulted from arm’s-length negotiations between unaffiliated third parties, which may have a material adverse effect on our business, financial condition and results of operations. For more information, see “The Separation and the Distribution – Reasons for the Separation and the Distribution.”

No vote of the WPC stockholders is required in connection with the Separation or the Distribution, so shareholder recourse is limited to divestiture.

No vote of the WPC stockholders is required in connection with the Separation and the Distribution. Accordingly, if the Distribution occurs and you do not want to receive NLOP common shares in the Distribution, your only recourse will be to divest your shares of WPC common stock prior to the record date for the Distribution.

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Pursuant to the Separation and Distribution Agreement, WPC will indemnify us for certain pre-Distribution liabilities and liabilities related to the legacy WPC assets. However, there can be no assurance that these indemnities will be sufficient to insure us against the full amount of such liabilities, or that WPC’s ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the Separation and Distribution Agreement, WPC will indemnify us for certain liabilities. However, third parties could seek to hold us responsible for any of the liabilities that WPC retains, and there can be no assurance that WPC will be able to fully satisfy its indemnification obligations to us. Moreover, even if we ultimately succeed in recovering from WPC any amounts for which we were held liable by such third parties, any indemnification received may be insufficient to fully offset the financial impact of such liabilities or we may be temporarily required to bear these losses while seeking recovery from WPC, which may have a material adverse effect on our business, financial condition and results of operations.

Substantial sales of our common shares may occur in connection with the Distribution, which could cause our share price to decline.

The common shares that WPC intends to distribute to its stockholders generally may be sold immediately in the public market. Upon completion of the Distribution, we expect that we will have an aggregate of approximately              common shares issued and outstanding, based on the number of issued and outstanding shares of WPC common stock as of the record date. NLOP common shares following the Distribution will be freely tradable without restriction or further registration under the Securities Act unless the shares are owned by one of our “affiliates,” as that term is defined in Rule 405 under the Securities Act.

Although we have no actual knowledge of any plan or intention on the part of any of our 5% or greater shareholders to sell their NLOP common shares following the Distribution, it is possible that some of our large shareholders will sell our common shares that they receive in the Distribution. For example, our shareholders may sell our common shares because our concentration in office real properties, our business profile or our market capitalization as an independent company does not fit their investment objectives, or because our common shares are not included in certain indices after the Distribution. A portion of WPC common stock is held by index funds, and if we are not included in these indices at the time of the Distribution, these index funds may be required to sell our shares. The sales of significant amounts of our common shares, or the perception in the market that this may occur, may result in the lowering of the market price of our shares, which may have a material adverse effect on our business, financial condition and results of operations.

No market currently exists for the NLOP common shares and we cannot be certain that an active trading market for our common shares will develop or be sustained after the Distribution. The combined post-Distribution value of WPC common stock and our common shares may not equal or exceed the value of WPC common stock prior to the Distribution, and the price of our common shares may be volatile or may decline.

A public market for our common shares does not currently exist. We anticipate that beginning as early as two trading days before the record date, trading of our common shares will begin on a “when-issued” basis and will continue through the Distribution Date. However, we cannot guarantee that an active trading market will develop or be sustained for our common shares after the Distribution. Nor can we predict the prices at which our common shares may trade after the Distribution. The market price of our common shares may fluctuate widely as a result of a number of factors, many of which are outside of our control. In addition, the stock market is subject to fluctuations in share prices and trading volumes that affect the market prices of the shares of many companies. These fluctuations in the stock market may adversely affect the market price of our common shares. Among the factors that could affect the market price of our common shares are:

•actual or anticipated quarterly fluctuations in our business, financial condition and operating results;

•changes in revenues or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

•the ability of our tenants to pay rent to us and meet their other obligations to us under current lease terms;

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•our ability to re-lease spaces as leases expire;

•our ability to refinance our indebtedness as it matures;

•any changes in our dividend policy;

•any future issuances of equity securities;

•strategic actions by us or our competitors, such as restructurings;

•general market conditions and, in particular, developments related to market conditions for the real estate industry; and

•domestic and international economic factors unrelated to our performance.

Additionally, we cannot assure you that the combined trading prices of WPC common stock and our common shares after the Distribution will be equal to or greater than the trading price of WPC common stock prior to the Distribution. Until the market has fully evaluated the business of WPC without the NLOP Business, the price at which WPC common stock trades may fluctuate more significantly than might otherwise be typical, even with other market conditions, including general volatility, held constant. Similarly, until the market has fully evaluated our business as a stand-alone entity, the prices at which our common shares trade may fluctuate more significantly than might otherwise be typical, even with other market conditions, including general volatility, held constant. The increased volatility of our share price following the Distribution may have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Advisors

Our success is dependent on the performance of the Advisors, and we could be adversely affected if WPC ceases managing the NLOP Business on our behalf.

Our ability to achieve our divestiture objectives and to pay distributions is largely dependent upon the performance of the Advisors in the disposition of investments, the selection of tenants, the determination of any financing arrangements, the completion of our build-to-suit and development projects, and the management of our assets. We cannot guarantee that the Advisors will be able to successfully manage and achieve any potential distribution strategy.

If WPC ceases managing the NLOP Business on our behalf, we would have to find a new advisor, who may not be familiar with our company, may not provide the same level of services as the Advisors, and may charge fees that are higher than the fees we pay to the Advisors, all of which may materially adversely affect our performance and delay or otherwise negatively impact our ability to effect a disposition strategy. Also, please see the risk “We have limited independence from the Advisors and their affiliates, who may be subject to conflicts of interest” below.

We may be deterred from terminating the Advisory Agreements or engaging in certain business combination transactions.

Lenders for certain financing arrangements related to our assets may request change of control provisions in their loan documentation that would make the termination or replacement of WPC or its affiliates as the anticipated Advisors an event of default or an event triggering the immediate repayment of the full outstanding balance of the loan. If an event of default or a repayment event occurs with respect to any of our loans, our revenues and distributions to our shareholders may be adversely affected.

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We have limited independence from the Advisors and their affiliates, who may be subject to conflicts of interest.

We expect to delegate our management functions to the Advisors, for which they will earns fees pursuant to the Advisory Agreements. Therefore, the Advisor and its affiliates will have potential conflicts of interest in their dealings with us, including, but not limited to, in the following circumstances:

•agreements between us and the Advisors, including agreements regarding compensation, are not negotiated on an arm’s-length basis, as would occur if the agreements were with unaffiliated third parties;

•competition with WPC for investments, which are resolved by the Advisors (although the Advisors will be required to use their best efforts to present a continuing and suitable investment program to us, allocation decisions present conflicts of interest, which may not be resolved in the manner most favorable to our interests);

•decisions regarding asset sales, which could impact the timing and amount of fees payable to the Advisors; and

•the negotiation or termination of the Advisory Agreements and other agreements with the Advisors and their affiliates.

Although at least a majority of our Board must be independent, we will have limited independence from the Advisor due to this delegation.

Payment of fees to the Advisors will reduce cash available for distribution.

The Advisors are expected to perform services for us in connection with the management and leasing of our properties, and the administration of our other investments. Pursuant to the Advisory Agreements, we will pay the Advisors cash fees for these services. The payment of these fees and distributions will reduce the amount of cash available for distribution to our shareholders.

The occurrence of cyber incidents, or a deficiency in the Advisors’ cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

The occurrence of cyber incidents, or a deficiency in the Advisors’ cybersecurity, could negatively impact our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity, or availability of our information resources, which could be an intentional attack or an unintentional accident or error. The Advisors use information technology and other computer resources to carry out important operational activities and to maintain our business records. With the advent of remote work environments and technologies, we face heightened cybersecurity risks as the Advisors’ employees and counterparties increasingly depend on the internet and face greater exposure to malware and phishing attacks. These heightened cybersecurity risks may increase our vulnerability to cyber-attacks and cause disruptions to our internal control procedures.

In addition, the Advisors may store or come into contact with sensitive information and data. If the Advisors or third-party service providers fail to comply with applicable privacy or data security laws in handling this information (including the General Data Protection Regulation and the California Consumer Privacy Act), we could face significant legal and financial exposure to claims of governmental agencies and parties whose privacy is compromised, including sizable fines and penalties. The Advisors have implemented processes, procedures, and controls intended to address ongoing and evolving cybersecurity risks, but these measures, as well as our increased awareness of a risk of a cyber incident, do not guarantee that our financial results will not be negatively impacted by such an incident. The primary risks that could directly result from the occurrence of a cyber incident include operational interruption, damage to our relationship with our tenants, and private data exposure. A significant and extended disruption could damage our business or reputation; cause a loss of revenue; have an adverse effect on tenant relations; cause an unintended or unauthorized public disclosure; or lead to the misappropriation of

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proprietary, personal identifying and confidential information; all of which could result in us incurring significant expenses to address and remediate or otherwise resolve these kinds of issues. There can be no assurance that the insurance we maintain to cover some of these risks will be sufficient to cover the losses from any future breaches of our systems.

Risks Related to Our Status as a REIT

Failure to qualify as a REIT would materially and adversely affect us and the value of our common shares.

We will elect to be taxed as a REIT and believe we will operate in a manner that will allow us to qualify and to remain qualified as a REIT for U.S. federal income tax purposes commencing with the taxable year in which the Distribution occurs. We have not requested and do not plan to request a ruling from the IRS that we qualify as a REIT and the statements in this information statement are not binding on the IRS or any court. Therefore, we cannot guarantee that we will qualify as a REIT or that we will remain qualified as such in the future. If we (or any of our subsidiary REITs) fail to qualify as a REIT or lose our REIT status, we (or our subsidiary REITs) will face significant tax consequences that would substantially reduce our cash available for distribution to our shareholders for each of the years involved because:

•we would not be allowed a deduction for dividends paid to shareholders in computing our taxable income and would be subject to regular U.S. federal corporate income tax;

•we could be subject to increased state and local taxes; and

•unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

Any such corporate tax liability could be substantial and would reduce our cash available for, among other things, our operations and distributions to shareholders. In addition, if we fail to qualify as a REIT, we will not be required to make distributions to our shareholders. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and could materially and adversely affect the trading price of our common shares. The risks described herein related to our REIT qualification are equally applicable to any subsidiary REITs in which we invest. If any of our subsidiary REITs fail to qualify as a REIT, such failure could jeopardize our qualification as a REIT unless such failure was subject to relief under U.S. federal income tax laws.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the ownership of our common shares, requirements regarding the composition of our assets and gross income. Also, we must make distributions to shareholders aggregating annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains. See “Material U.S. Federal Income Tax Consequences – Taxation of Our Company.” In addition, legislation, new regulations, administrative interpretations or court decisions may materially and adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases, a 100% penalty tax, in the event we sell property as a dealer. In addition, our TRSs will be subject to income tax as regular corporations in the jurisdictions in which they operate.

If WPC failed to qualify as a REIT during certain periods prior to the Distribution, we (and any of our subsidiary REITs) would be prevented from electing to qualify as a REIT (for up to five years following the Distribution).

Under applicable Treasury Regulations, if WPC failed, or fails, to qualify as a REIT during certain periods prior to the Distribution, unless WPC’s failure were subject to relief under U.S. federal income tax laws, we (and any of

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our subsidiary REITs) would be prevented from electing to qualify as a REIT prior to the fifth calendar year following the year in which WPC failed to qualify.

If certain of our (or any of our subsidiary REITs’) subsidiaries, including our operating company, fail to qualify as partnerships or disregarded entities for federal income tax purposes, we (or any of our subsidiary REITs) could cease to qualify as a REIT and suffer other adverse consequences.

One or more of our subsidiaries may be treated as a partnership or disregarded entity for federal income tax purposes and, therefore, will not be subject to federal income tax on its income. Instead, each of its partners or its member, as applicable, which may include us, will be allocated, and may be required to pay tax with respect to, such partner’s or member’s share of its income. We cannot assure you that the IRS will not challenge the status of any subsidiary partnership or limited liability company in which we own an interest as a disregarded entity or partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating any subsidiary partnership or limited liability company as an entity taxable as a corporation for federal income tax purposes, we (or any of our subsidiary REITs) could fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we (or any of our subsidiary REITs) may cease to qualify as a REIT. Also, the failure of any subsidiary partnerships or limited liability company to qualify as a disregarded entity or partnership for applicable income tax purposes could cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners or members, including us.

Ownership of TRSs is subject to certain restrictions, and we (or any of our subsidiary REITs) will be required to pay a 100% penalty tax on certain income or deductions if transactions with TRSs are not conducted on arm’s-length terms.

From time to time we (or any of our subsidiary REITs) may own interests in one or more TRSs. A TRS is a corporation, other than a REIT, in which a REIT directly or indirectly holds stock and that has made a joint election with such REIT to be treated as a TRS. If a TRS owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a TRS. Other than some activities relating to lodging and health care facilities, a TRS may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A TRS is subject to federal income tax as a regular C corporation. In addition, a 100% excise tax will be imposed on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

A REIT’s ownership of securities of a TRS is not subject to the 5% or 10% asset tests applicable to REITs. Not more than 25% of the value of our total assets may be represented by securities (including securities of TRSs), other than those securities includable in the 75% asset test, and not more than 20% of the value of our total assets may be represented by securities of TRSs. We intend to structure our transactions with any TRSs that we (or any of our subsidiary REITs) own to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. There can be no assurance, however, that we will be able to comply with the above limitations or to avoid application of the 100% excise tax discussed above.

Distribution requirements imposed by law limit our flexibility.

To maintain our status as a REIT for federal income tax purposes, we generally are required to distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gains, each year. We also are subject to tax at regular corporate rates to the extent that we distribute less than 100% of our taxable income (including net capital gains) each year.

In addition, we are subject to a 4% non-deductible excise tax to the extent that we fail to distribute during any calendar year at least the sum of 85% of our ordinary income for that calendar year, 95% of our capital gain net income for the calendar year, and any amount of that income that was not distributed in prior years.

We intend to make distributions to our shareholders to comply with the distribution requirements of the Code as well as to reduce our exposure to federal income taxes and the non-deductible excise tax. Differences in timing between the receipt of income and the payment of expenses to arrive at taxable income, along with the effect of

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required debt amortization payments, could require us to borrow funds to meet the distribution requirements that are necessary to achieve the tax benefits associated with qualifying as a REIT. These distribution requirements are equally applicable to any subsidiary REIT in which we invest.

We may pay dividends on our common shares in common shares and/or cash. Our shareholders may sell our common shares to pay tax on such dividends, placing downward pressure on the market price of our common shares.

In order to satisfy our REIT distribution requirements, we are permitted, subject to certain conditions and limitations, to make distributions that are in part payable in our common shares. Taxable shareholders receiving such distributions will be required to report dividend income as a result of such distribution for both the cash and share components of the distribution and even if we distributed no cash or only nominal amounts of cash to such shareholder.

If we make any taxable dividend payable in cash and common shares, taxable shareholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, shareholders may be required to pay income tax with respect to such dividends in excess of the cash dividends received. If a shareholder sells our shares that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of the shares at the time of the sale. Furthermore, with respect to certain non-U.S. shareholders, we may be required to withhold federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in our shares. If, in any taxable dividend payable in cash and shares, a significant number of our shareholders determine to sell our shares in order to pay taxes owed on dividends, it may be viewed as economically equivalent to a dividend reduction and put downward pressure on the market price of our shares.

Legislative or other actions affecting REITs could have a negative effect on us or our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could adversely affect us or our investors, including holders of our common shares or debt securities. We cannot predict how changes in the tax laws might affect us or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a REIT, the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.

Even if we qualify as a REIT, certain of our business activities will be subject to corporate level income tax and foreign taxes, which will continue to reduce our cash flows, and we will have potential deferred and contingent tax liabilities.

Even if we qualify for taxation as a REIT, we may be subject to certain (i) federal, state, local, and foreign taxes on our income and assets; (ii) taxes on any undistributed income and state, local, or foreign income; and (iii) franchise, property, and transfer taxes. In addition, we could be required to pay an excise or penalty tax under certain circumstances in order to utilize one or more relief provisions under the Code to maintain qualification for taxation as a REIT, which could be significant in amount. Any TRS assets and operations would continue to be subject, as applicable, to federal and state corporate income taxes and to foreign taxes in the jurisdictions in which those assets and operations are located. Any of these taxes would decrease our earnings and our cash available for distributions to stockholders. We will also be subject to a federal corporate level tax at the highest regular corporate rate (currently 21%) on all or a portion of the gain recognized from a sale of assets formerly held by any C corporation that we acquire on a carry-over basis transaction occurring within a five-year period after we acquire such assets, to the extent the built-in gain based on the fair market value of those assets on the effective date of the REIT election is in excess of our then tax basis. The tax on subsequently sold assets will be based on the fair market value and built-

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in gain of those assets as of the beginning of our holding period. Gains from the sale of an asset occurring after the specified period will not be subject to this corporate level tax.

Risks Related to an Investment in Our Common Shares

Limitations on the ownership of our common shares and other provisions of our Declaration of Trust and the NLOP Financing Arrangements may preclude the acquisition or change of control of our company.

Certain provisions that will be contained in our Declaration of Trust and the NLOP Financing Arrangements may have the effect of discouraging a third party from making an acquisition proposal for us and may thereby inhibit a change of control. Provisions of our Declaration of Trust are designed to assist us in maintaining our qualification as a REIT under the Code by preventing concentrated ownership of our shares that might jeopardize REIT qualification. Among other things, unless exempted by our Board, no person may actually or constructively own more than 9.8% of the aggregate of the outstanding common shares of NLOP by value or by number of shares, whichever is more restrictive, or 9.8% of the aggregate of the outstanding shares of each class and series of outstanding preferred shares of NLOP by value or by number of shares, whichever is more restrictive. Our Board may, in its sole discretion, grant exemptions to the share ownership limits, subject to such conditions and the receipt by our Board of certain representations and undertakings.

In addition to these ownership limits, our Declaration of Trust also prohibits any person from (a) beneficially or constructively owning, as determined by applying certain attribution rules of the Code, shares that would result in us or any of our subsidiary REITs, as applicable, being “closely held” under Section 856(h) of the Code, (b) transferring our shares if such transfer would result in our shares being owned by fewer than 100 persons (determined under the principles of Section 856(a)(5) of the Code), (c) beneficially or constructively owning our shares to the extent such ownership would cause any income of us or any of our subsidiary REITs, as applicable, that would otherwise qualify as “rents from real property” for purposes of Section 856(d) of the Code to fail to qualify as such (including, but not limited to, as a result of causing us or any of our subsidiary REITs, as applicable, to constructively own an interest in a tenant if the income derived by us or any of our subsidiary REITs, as applicable, from that tenant for our or any of our subsidiary REIT’s, as applicable, taxable year during which such determination is being made would reasonably be expected to equal or exceed the lesser of 1% of our or any of our subsidiary REIT’s, as applicable, gross income or an amount that would cause us or any of our subsidiary REITs, as applicable, to fail to satisfy any of the REIT gross income requirements) and (d) beneficially or constructively owning our shares that would cause us or any of our subsidiary REITs, as applicable, to otherwise to fail to qualify as a REIT. If any transfer of our shares occurs which, if effective, would result in any person beneficially or constructively owning shares in excess, or in violation, of the above transfer or ownership limitations (such person, a prohibited owner), then that number of shares, the beneficial or constructive ownership of which otherwise would cause such person to violate the transfer of ownership limitations (rounded up to the nearest whole share), will be automatically transferred to a charitable trust for the exclusive benefit of a charitable beneficiary, and the prohibited owner will not acquire any rights in such shares. If the transfer to the charitable trust would not be effective for any reason to prevent the violation of the above transfer or ownership limitations, then the transfer of that number of shares that otherwise would cause any person to violate the above limitations will be void. The prohibited owner will not benefit economically from ownership of any shares in the charitable trust, will have no rights to dividends or other distributions and will not possess any rights to vote or other rights attributable to the shares held in the charitable trust.

Generally, the ownership limits imposed under the Code are based upon direct or indirect ownership by “individuals,” but only during the last half of a taxable year. The ownership limits contained in our Declaration of Trust are based upon direct or indirect ownership at any time by any “person,” which term includes entities. These ownership limitations in our Declaration of Trust are common in REIT governing documents and are intended to provide added assurance of compliance with the tax law requirements, and to minimize administrative burdens. However, the ownership limits on our common shares also might delay, defer or prevent a transaction or a change in control of our company that might involve a premium price for our common shares or otherwise be in the best interest of our shareholders.

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Furthermore, under our Declaration of Trust, our Board has the authority to classify and reclassify any of our unissued shares into shares with such preferences, rights, powers and restrictions as our Board may determine. The authorization and issuance of a new class of shares could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our shareholders’ best interests, which could have a material adverse effect on our business, financial condition and results of operations.

Maryland law may limit the ability of a third party to acquire control of us.

The Maryland Business Combination Act (Title 3, Subtitle 6 of the Maryland General Corporation Law (the “MGCL”)) (the “Business Combination Act”) imposes conditions and restrictions on certain “business combinations” (including, among other transactions, a merger, consolidation, share exchange, or, in certain circumstances, an asset transfer or issuance of equity securities) between a Maryland real estate investment trust and certain persons who beneficially own at least 10% of the corporation’s stock or affiliates of such persons (an “interested shareholder”). Unless approved in advance by the Board of Trustees of the trust, or otherwise exempted by the statute, such a business combination is prohibited for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. After such five-year period, a business combination with an interested shareholder must be: (a) recommended by the Board of Trustees of the trust, and (b) approved by the affirmative vote of at least (i) 80% of the trust’s outstanding shares entitled to vote and (ii) two-thirds of the trust’s outstanding shares entitled to vote which are not held by the interested shareholder with whom the business combination is to be effected, unless, among other things, the trust’s common shareholders receive a “fair price” (as defined by the statute) for their shares and the consideration is received in cash or in the same form as previously paid by the interested shareholder for his or her shares. As permitted under Maryland law, we have elected by resolution of our Board to opt out of the foregoing provisions on business combinations. However, we cannot assure you that our Board will not opt to be subject to such provisions in the future, including opting to be subject to such provisions retroactively.

The Maryland Control Share Acquisition Act (the “MCSAA”) provides that a holder of “control shares” (defined as shares (other than shares acquired directly from us) that, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights with respect to the control shares, except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding all interested shares. As permitted under Maryland law, our Bylaws contain a provision exempting any acquisition of our shares by any person from the foregoing provisions on control shares. In the event that our Bylaws are amended to modify or eliminate this provision, certain acquisitions of outstanding shares of our common shares may constitute control share acquisitions and may be subject to the MCSAA.

Until the 2027 annual meeting of shareholders, we will have a classified Board and that may reduce the likelihood of certain takeover transactions.

Following the Distribution, our Declaration of Trust will initially divide our Board into three classes. The initial terms of the first, second and third classes will expire at the first, second and third annual meetings of shareholders, respectively, held following the Distribution. Initially, shareholders will elect only one class of trustees each year. Shareholders will elect successors to trustees of the first class for a two-year term and successors to trustees of the second class for a one-year term, in each case upon the expiration of the terms of the initial trustees of each class. Commencing with the 2027 annual meeting of shareholders, each trustee shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. Until the 2027 annual meeting of the shareholders, our Board will be classified, which may reduce the possibility of certain attempts to change control of the Company, such as through a tender offer or a proxy contest, even though a change in control might be in our best interests.

Market interest rates may have an effect on the value of our common shares.

One of the factors that will influence the price of our common shares following the Distribution will be its dividend yield, or the dividend per share as a percentage of the price of our common shares, relative to market

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interest rates. Any further increase in market interest rates, which have been rapidly increasing, may lead prospective purchasers of our common shares to expect a higher dividend yield, and higher interest rates would likely increase our borrowing costs and potentially decrease funds available for distribution. If market interest rates continue to increase and we are unable to increase our dividend in response, including due to an increase in borrowing costs, insufficient funds available for distribution or otherwise, investors may seek alternative investments with a higher dividend yield, which would result in selling pressure on, and a decrease in the market price of, our common shares. As a result, the price of our common shares may decrease as market interest rates increase, which may have a material adverse effect on our business, financial condition and results of operations.

The number of our common shares available for future issuance or sale could adversely affect the per share trading price of our common shares and may be dilutive to current shareholders.

Our Declaration of Trust authorizes our Board to, among other things, issue additional common shares without shareholder approval. In addition, our Board has the power under our Declaration of Trust to amend our Declaration of Trust to increase (or decrease) the number of authorized shares of any class from time to time, without approval of our shareholders. We cannot predict whether future issuances or sales of our common shares, or the availability of shares for resale in the open market, will decrease the per share trading price of our common shares. The issuance of a substantial number of our common shares in the open market, or the perception that such issuances might occur, could adversely affect the per share trading price of our common shares. In addition, any such issuance could dilute our existing shareholders’ interests in our company. In addition, prior to the completion of the Distribution, we intend to adopt an equity compensation plan, and we may issue our common shares or grant equity incentive awards exercisable for or convertible or exchangeable into our common shares under the plan. Future issuances of our common shares may be dilutive to existing shareholders, which may have a material adverse effect on our business, financial condition and results of operations.

Future offerings of debt securities, which would be senior to our common shares upon liquidation, or preferred equity securities which may be senior to our common shares for purposes of dividends or upon liquidation, may materially adversely affect the per share trading price of our common shares.

In the future, we may attempt to increase our capital resources by making additional offerings of debt or equity securities (or causing NLO OP LLC or the NLOP Borrowers to issue such debt securities), including medium-term notes, senior or subordinated notes and additional classes or series of preferred shares. Upon liquidation, holders of our debt securities and shares of preferred shares or preferred units and lenders with respect to other borrowings will be entitled to receive our available assets prior to distribution of such assets to holders of our common shares. Additionally, any convertible or exchangeable securities that we may issue in the future may have rights, preferences and privileges more favorable than those of our common shares, and may result in dilution to owners of our common shares. Holders of our common shares are not entitled to preemptive rights or other protections against dilution. Any preferred shares that we issue in the future could have a preference on liquidating distributions or a preference on dividends that could limit our ability to pay dividends to the holders of our common shares. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Any such future offerings may reduce the per share trading price of our common shares, which may have a material adverse effect on our business, financial condition and results of operations.

We may change our dividend policy.

Future dividends will be declared and paid at the discretion of our Board, and the amount and timing of dividends will depend upon cash generated by operating activities, our business, financial condition, results of operations, capital requirements, annual distribution requirements under the REIT provisions of the Code, and such other factors as our Board deems relevant. Our Board may change our dividend policy at any time, and there can be no assurance as to the manner in which future dividends will be paid or that the current dividend level will be maintained in future periods. Any reduction in our dividends may cause investors to seek alternative investments, which would result in selling pressure on, and a decrease in the market price of, our common shares. As a result, the price of our common shares may decrease, which may have a material adverse effect on our business, financial condition and results of operations.

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We will incur increased costs as a result of operating as a public company. If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could result in sanctions or other penalties that would harm our business.

Following the Distribution, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act, and the rules and regulations of the NYSE. Our financial results historically were included within the consolidated results of WPC, and until the Distribution occurs, we have not been and will not be directly subject to reporting and other requirements of the Exchange Act and Section 404 of the Sarbanes-Oxley Act. After the Distribution, we will qualify as an “emerging growth company.” For so long as we remain an emerging growth company, we will be exempt from Section 404(b) of the Sarbanes-Oxley Act, which requires auditor attestation to the effectiveness of internal control over financial reporting. We will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total gross annual revenues of $1.235 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the Distribution; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We cannot predict if investors will find our common shares less attractive because we may rely on the exemptions available to us as an emerging growth company. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and our share price may be more volatile.

We will, however, be immediately subject to Section 404(a) of the Sarbanes-Oxley Act and, as of the expiration of our emerging growth company status, we will be broadly subject to enhanced reporting and other requirements under the Exchange Act and Sarbanes-Oxley Act. This will require, among other things, annual management assessments of the effectiveness of our internal control over financial reporting beginning in our second annual report filed after the Distribution and a report by our independent registered public accounting firm addressing these assessments. These and other obligations will place significant demands on the Advisors and the Advisors will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costlier. If we are unable to do this in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired and our business, prospects, financial condition and results of operations could be harmed.

Because dividends received by non-U.S. stockholders are generally taxable, we or a withholding agent may be required to withhold a portion of our distributions to such persons.

Ordinary dividends received by non-U.S. stockholders that are not effectively connected with the conduct of a U.S. trade or business are generally subject to U.S. withholding tax at a rate of 30%, unless reduced by an applicable income tax treaty. Additional rules with respect to certain capital gain distributions will apply to non-U.S. stockholders that own more than 10% of our common shares.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This information statement and other materials we and WPC have filed or will file with the SEC contain, or will contain, forward-looking statements. Certain statements that are not in the present or past tense or that discuss our expectations (including any use of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “might,” “outlook,” “project,” “should” or similar expressions) are intended to identify such forward-looking statements, which generally are not historical in nature. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements.

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and it is possible that our actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Such factors include, but are not limited to:

•WPC’s inability or failure to perform under the various transaction agreements that will be executed as part of the Separation and the Distribution;

•our lack of operating history as an independent company;

•risks associated with potentially operating our business as an UPREIT in the future;

•risks associated with the NLOP Financing Arrangements;

•conditions associated with the global market, including an oversupply of office space, tenant financial difficulties and general economic conditions;

•potential impacts of inflation;

•reduced demand for office space, including as a result of remote work and flexible work arrangements that allow work from remote locations other than the employer’s office premises;

•that the distribution of our common shares in the Distribution is intended to be a taxable distribution and will not qualify for tax-free treatment;

•our ability to meet mortgage debt obligations on certain of our properties;

•the availability of refinancing current debt obligations;

•the availability of additional financing;

•changes in any credit rating we may subsequently obtain;

•changes in the real estate industry and in performance of the financial markets and interest rates and our ability to effectively hedge against interest rate and exchange rate changes;

•the actual or perceived impact of global and economic conditions;

•our ability to enter into new leases or renewal leases on favorable terms;

•the potential for termination of existing leases pursuant to tenant termination rights;

•the amount, growth and relative inelasticity of our expenses;

•risks associated with the ownership and development of real property;

•risks associated with the ownership of properties located outside the United States;

•risks associated with having a classified Board;

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•risks associated with the Advisors;

•risks associated with any potential future equity investments;

•risks associated with being an emerging growth company;

•the outcome of claims and litigation involving or affecting the company;

•applicable legal and regulatory changes, including those related to climate change;

•risks associated with potential dispositions of our properties;

•risks associated with the fact that our historical financial information may not be a reliable indicator of our future results;

•risks associated with achieving expected synergies or cost savings;

•risks associated with the potential volatility of our common shares; and

•other risks and uncertainties detailed from time to time in our SEC filings.

Except as required by law, we undertake 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.

Other factors that could cause actual results or events to differ materially from those anticipated include the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” In particular, information included under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business and Properties,” and “The Separation and the Distribution” contain forward-looking statements.

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THE SEPARATION AND THE DISTRIBUTION

Background

Prior to the Separation and Distribution, we will initially be a wholly-owned subsidiary of WPC. Prior to the Distribution, 59 office properties will be separated from the remainder of WPC’s business through the Separation. Subject to the satisfaction or waiver of the conditions to the Distribution, all of the outstanding NLOP common shares will be distributed pro rata to the holders of WPC common stock. The material terms of the transactions between WPC and NLOP, including the Separation and Distribution Agreement, the Advisory Agreements and the amounts that are expected to be transferred to WPC in connection with the Separation were determined by consultations with members of management, external counsel and financial and tax advisors, as well as a review of precedent transactions of similar nature. These terms are intended to reflect mutually beneficial economic benefits to both WPC and NLOP, to provide NLOP with the operational support, capitalization and assets necessary to operate as a separate publicly-traded company and to fairly compensate WPC for the assets and services being provided.

On                    , 2023, the WPC Board of Directors approved the distribution of all of the issued and outstanding NLOP common shares at a ratio of share of one NLOP common share for every          shares of WPC common stock held as of the close of business on the record date of                    , 2023. Following the Distribution, we and WPC will be two independent, publicly-traded REITs.

It is expected that, on                    , 2023, subject to the satisfaction or waiver of all conditions to the Distribution set forth in the Separation and Distribution Agreement, each WPC common stockholder will be entitled to receive one NLOP common share for every          shares of WPC common stock held at the close of business on the record date.

NLOP will not distribute fractional common shares in the Distribution. Instead, all fractional shares that WPC stockholders would otherwise have been entitled to receive will be aggregated into whole shares and Computershare will cause them to be sold in the open market. We expect Computershare, acting on behalf of WPC, may take several weeks after the Distribution Date to fully distribute the aggregate net cash proceeds of these sales on a pro rata basis (based on the fractional share such holder would otherwise be entitled to receive) to those stockholders who would otherwise have been entitled to receive fractional shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

WPC stockholders will not be required to make any payment, surrender or exchange their WPC common stock, or take any other action to receive their NLOP common shares in the Distribution. The Distribution of NLOP common shares as described in this information statement is subject to the satisfaction or waiver of certain conditions, including consummation of the Separation. For a more detailed description of these conditions, please refer to the section entitled “The Separation and Distribution Agreement – Conditions to the Distribution.”

Reasons for the Separation and the Distribution

The WPC Board of Directors believes that the Separation and the Distribution are in the best interests of WPC and its stockholders for a number of reasons, including the following:

•Creates two separate companies that focus on executing distinct business strategies. The Separation and the Distribution will allow WPC’s management to focus on owning and growing its core portfolio which has higher growth prospects and less leasing risk over the long-term, while assisting NLOP in maximizing value of its portfolio of office assets through operations and dispositions. We believe that our focus on our distinct portfolio and our ability to focus our strategies based on the unique characteristics of our portfolio will allow us to more effectively create value for our shareholders.

•Enhance investor transparency and better highlight WPC’s and our attributes. The Separation and the Distribution will enable current and potential investors and the financial community to evaluate NLOP and WPC separately and better assess the performance and future prospects of each business given their distinct strategies and growth profiles. Additionally, the Separation and the Distribution will allow individual investors to better control their asset allocation decisions, providing investors the opportunity to invest in a

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REIT that is positioned to realize maximized value through programmatic disposition of the properties over time as the office sector recovers.

•Continue to leverage WPC’s asset management expertise.We believe WPC, has the necessary capabilities, systems and experience required to successfully manage NLOP through the Advisors, including asset management, legal, finance, and accounting. Important aspects of asset management include entering into new or modified transactions to meet the evolving needs of current tenants, re-leasing properties, credit and real estate risk analysis, building expansions and redevelopments, repositioning assets, sustainability and efficiency analysis and retrofits, and dispositions. The Advisors are expected to regularly engage directly with tenants and form working relationships with their decision makers in order to provide proactive solutions and to obtain an in-depth, real-time understanding of tenant credit. Through both engagement with its own tenants and analysis of markets in which it operates, WPC will establish views on the fundamental drivers of value for its assets. Our Advisors will monitor compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of our real estate investments on an ongoing basis, which typically involves ensuring that each tenant has paid real estate taxes and other expenses relating to the properties it occupies and is maintaining appropriate insurance coverage. WPC will also review financial statements of our tenants and undertakes physical inspections of the condition and maintenance. Additionally, WPC is expected to periodically analyze each tenant’s financial condition, the industry in which each tenant operates, and each tenant’s relative strength in its industry. We believe WPC’s in-depth understanding of our tenants’ businesses and direct relationships with their management teams will provide strong visibility into potential issues and opportunities. W. P Carey’s business intelligence platform is expected to provide real-time information, allowing asset managers to work with tenants to enforce lease provisions, and where appropriate, consider lease modifications.

The WPC Board of Directors also considered a number of potentially negative factors in evaluating the Separation and the Distribution, including the following:

•Assumption of certain costs and liabilities. Certain costs and liabilities of WPC will have an increased impact on us as a stand-alone company, and we and WPC will separately bear certain costs, such as the costs associated with being a public company.

•One-time costs of the Separation. Each of WPC and us will incur costs in connection with our transition to being a separate, stand-alone public company, that may include accounting, tax, legal and other professional services costs and costs to separate information systems.

•Inability to realize anticipated benefits of the Separation. We may not achieve the anticipated benefits of the Separation for a variety of reasons, including: (i) following the Separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of WPC; and (ii) following the Separation, NLOP’s business will be less diversified than WPC’s businesses prior to the Separation.

•Taxability of the Distribution. The Distribution is expected to be treated as a taxable distribution to WPC common stockholders for U.S. federal income tax purposes.

The WPC Board of Directors concluded that the potential benefits of the Separation outweighed these factors. For more information, see “Risk Factors” beginning on page 31.

Ownership Structure

Structure and Formation of NLOP Prior to WPC’s Distribution

We were formed as a Maryland real estate investment trust on October 21, 2022, and, until the Distribution, will be a wholly-owned subsidiary of WPC. On                    , 2023, we and WPC expect to complete the Separation to separate the Office Properties of WPC, such that ownership of WPC’s office real properties will be consolidated within us and our subsidiaries. Following the Distribution, we expect to have the corporate infrastructure in place to conduct our business as an UPREIT through our operating company, NLO OP LLC. If we choose to operate as an

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UPREIT in the future, we would expect to amend and restate the operating agreement for NLO OP LLC to reflect such terms as would be customary and appropriate for an UPREIT.

Prior to the Separation, WPC will use commercially reasonable efforts to obtain any third-party consents required to effect the separation of assets and liabilities contemplated by the Separation and Distribution Agreement. To the extent that a party is unable to obtain a release from a guarantee or other obligation that is contemplated to be assigned to the other party, the party benefiting from the guarantee or obligation will indemnify and hold harmless the other party from any liability arising from such guarantee or obligation, and will not renew or extend the term of, increase obligations under, or transfer, the applicable obligation or liability.

The following transactions, among others, are expected to occur in advance of the Distribution:

•WPC will have taken all actions necessary to complete the Separation, including but not limited to the following steps:

◦we will have formed or transferred the various subsidiaries we are contemplated to own, directly or indirectly, following the Separation;

◦we expect to satisfy the funding conditions pursuant to the NLOP Financing Arrangements, including that, (i) the registration statement on Form 10 of which this information statement is a part shall have been declared effective by the SEC; (ii) the common shares shall have been approved for listing on the NYSE (or other nationally recognized stock exchange); and (iii) WPC shall have authorized and declared the Distribution to be effected on or prior to November 10, 2023, and substantially concurrently with the Distribution, cause the Lender to fund the proceeds of the $335.0 million NLOP Mortgage Loan and the $120.0 million NLOP Mezzanine Loan; and

◦we expect to have distributed $356.5 million to WPC from the net proceeds of the NLOP Financing Arrangements;

•as a result of the Separation, we will own a portfolio of 59 office properties, subject to approximately $168.5 million of existing secured property level indebtedness, based on principal balances as of June 30, 2023;

•as a result of these transactions, following the completion of the Separation, net of capitalized financing costs, we expect to have approximately $590.6 million in consolidated outstanding indebtedness; and

•in addition to the Separation and Distribution Agreement, concurrently with or prior to the Distribution, we and WPC and/or certain of its subsidiaries will enter into the Tax Matters Agreement and the Advisory Agreements.

Our Declaration of Trust provides for two classes of shares: common shares and preferred shares. Subject to satisfaction of the conditions to the Distribution, WPC will effect the distribution of NLOP common shares to WPC common stockholders as of the close of business on the record date as described above under “– Background.”

The Separation and Distribution Agreement

The following discussion summarizes the material provisions of the Separation and Distribution Agreement. The Separation and Distribution Agreement sets forth, among other things, our agreements with WPC regarding the principal transactions necessary to separate us from WPC. It also sets forth other agreements that govern certain aspects of our relationship with WPC after the Distribution Date. The form of this agreement will be filed as an exhibit to the registration statement on Form 10 of which this information statement is a part.

Acquisition of Assets; Assumption of Liabilities

The Separation and Distribution Agreement identifies the assets to be transferred, the liabilities to be assumed and the contracts to be assigned to each of us and WPC as part of the Separation, and it provides for when and how these transfers, assumptions and assignments will occur. Pursuant to the Separation and Distribution Agreement, the Office Properties, including the material assets related thereto that exist as of or arise after the Distribution, and all

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liabilities related thereto will be transferred from WPC to NLOP in connection with the Separation and Distribution. The scope of assumed liabilities, transferred assets, excluded assets and excluded liabilities will be governed by the terms of our Separation and Distribution Agreement which will be filed as an exhibit to the registration statement on Form 10 of which this information statement is a part. In particular, the Separation and Distribution Agreement provides, among other things, that subject to the terms and conditions contained therein:

•certain assets related to our business (the “NLOP Assets”) will be retained by NLOP or one of NLOP’s subsidiaries or transferred to NLOP or one of NLOP’s subsidiaries, including:

◦all issued capital stock or other equity interests in subsidiaries, partnerships or similar entities that primarily relate to the NLOP Business, including certain subsidiaries that currently own or shall own, prior to the Distribution, the Office Properties;

◦all right, title and interest (whether as owner, mortgagee or holder of a security interest) of the properties described in the section “Business and Properties,” which shall be achieved through a combination of direct transfers of the property, or the equity interests of certain subsidiaries, partnerships or similar entities that own such properties;

◦all of the intellectual property relating to NLOP’s business;

◦all contracts entered into in the name of, or expressly on behalf of, any of NLOP’s business, including all leases related to the Office Properties;

◦all permits used primarily in NLOP’s business;

◦all books and records, wherever located, primarily related to NLOP’s business;

◦all accounts receivable related to periods after the Distribution, rights, claims, demands, causes of action, judgments, decrees and rights to indemnify or contribution in favor of WPC that are primarily related to NLOP’s business; and

◦other assets mutually agreed by the parties prior to the Distribution.

•certain liabilities related to NLOP’s business or the NLOP Assets (collectively, the “NLOP Liabilities”) will be retained by or transferred to NLOP or one of NLOP’s subsidiaries, including:

◦existing mortgage debt attached to certain of the Office Properties, in an aggregate amount of $168.5 million as of June 30, 2023;

◦the $335.0 million NLOP Mortgage Loan, which is secured by first priority mortgages and deeds of trust encumbering the interests of the NLOP Mortgage Loan Borrowers in the Mortgaged Properties and by pledges of equity of the NLOP Mortgage Loan Borrowers (and, with respect to the NLOP Mortgage Loan Borrowers that are limited partnerships, the general partners thereof), NLO Holding Company LLC, and each of NLO MB TRS LLC and NLO SubREIT LLC;

◦the $120.0 million NLOP Mezzanine Loan entered into between the NLOP Mezzanine Borrower and the Lenders;

◦any known or unknown liabilities relating to the NLOP Business, including any disputes or claims with respect to tenants, property sellers or governmental authorities, including all contracts entered into in the name of, or expressly on behalf of, any of NLOP’s business, including all leases related to the Office Properties and all other contractual obligations with respect to service providers, tenants, property sellers and other third parties;

◦any known or unknown liabilities (including environmental liabilities) relating to underlying circumstances or facts existing, or events occurring, prior to the Distribution, to the extent relating to us or the NLOP Assets;

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◦any guarantees and indemnities in respect of any of the NLOP Assets or NLOP Liabilities, including such guarantees or indemnities related to the indebtedness being assumed by NLOP described above;

◦any known or unknown third-party claims to the extent relating to NLOP’s business and the NLOP Assets;

◦any insurance charges related to the Office Property Business and NLOP Assets pursuant to any insurance policies held by WPC or us for the benefit of the NLOP Business and NLOP Assets; and

◦other liabilities mutually agreed upon by the parties prior to the Distribution.

•all of the assets and liabilities (including whether accrued, contingent or otherwise) other than the NLOP Assets and NLOP Liabilities (the “WPC Assets” and the “WPC Liabilities,” respectively), will be retained by or transferred to WPC or one of its subsidiaries.

For additional information regarding the NLOP Financing Arrangements, refer to the section entitled “Description of Material Indebtedness.”

Information in this information statement with respect to the assets and liabilities of the parties following the Distribution is presented based on the allocation of such assets and liabilities pursuant to the Separation and Distribution Agreement, unless the context otherwise indicates. The Separation and Distribution Agreement provides that, in the event that the transfer or assignment of certain assets and liabilities to us or WPC, as applicable, does not occur prior to the Separation, then until such assets or liabilities can be transferred or assigned, we or WPC, as applicable, will hold such assets on behalf of and for the benefit of the other party and will pay, perform and discharge such liabilities, for which the other party will reimburse us or WPC, as applicable, for all commercially reasonable payments made in connection with the performance and discharge of such liabilities.

The Distribution

The Separation and Distribution Agreement governs the rights and obligations of the parties regarding the Distribution following the completion of the Separation. On the Distribution Date, WPC will distribute to its common stockholders that held shares of WPC common stock as of the record date all of the issued and outstanding NLOP common shares on a pro rata basis. No holders of units or other interests of WPC will be entitled to receive any NLO OP LLC units or any other form of compensation from us in connection with the Distribution (other than the $356.5 million contribution of funds raised under the NLOP Financing Arrangements described below).

Conditions to the Distribution

The Separation and Distribution Agreement provides that the Distribution is subject to the satisfaction (or waiver by WPC) of certain conditions, including:

•the consummation of the Separation;

•the satisfaction of conditions to borrowing under the NLOP Financing Arrangements, and the funding of all borrowings under the NLOP Financing Arrangements shall have occurred;

•the transfer of $356.5 million of funds raised under the NLOP Financing Arrangements to WPC;

•the SEC declaring effective the registration statement of which this information statement forms a part, with no stop order in effect with respect thereto, and no proceeding for such purpose pending before, or threatened by, the SEC;

•the mailing of this information statement;

•any material third-party consents necessary to consummate the Separation and Distribution shall have been obtained;

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•no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the related transactions shall be in effect;

•the NLOP common shares to be distributed shall have been approved for listing on the NYSE, subject to official notice of distribution; and

•the execution of ancillary agreements by us and WPC and/or certain of its subsidiaries, including the Tax Matters Agreement and the Advisory Agreements.

Release of Claims

Neither party will be liable to the other for indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages, other than with respect to a third-party claim. Each of us and WPC will also release the other party and its respective directors or trustees, as applicable, officers, employees, agents and equity holders from all pre-closing liabilities related to the releasing party’s business or assets owned by such party after the Distribution, other than liabilities for any willful or intentional misconduct, fraud, gross negligence or bad faith. Neither party will make any claim against the other or such directors or trustees, as applicable, officers, employees, agents or equity holders with respect to any such liability.

Indemnification

In the Separation and Distribution Agreement, we agree to indemnify, defend and hold harmless WPC, each of its affiliates and each of their respective directors, officers and employees, from and against all liabilities relating to, arising out of or resulting from:

•the NLOP Liabilities and our failure to pay any NLOP Liabilities in accordance with their terms;

•third-party claims relating to the Office Property Business or NLOP Assets;

•our breach of the Separation and Distribution Agreement or any ancillary agreement; and

•any untrue statement of material fact in the registration statement to which this information statement is a part (other than statements explicitly made by WPC, which will be limited to those specified on a schedule to the Separation and Distribution Agreement).

WPC agrees to indemnify, defend and hold harmless, us and each of our affiliates and each of our and our affiliates’ respective trustees or directors, as applicable, officers and employees from and against all liabilities relating to, arising out of or resulting from:

•all WPC Liabilities and the failure of WPC to pay any WPC Liabilities in accordance with their terms;

•third-party claims relating to the WPC Assets;

•the breach by WPC of the Separation and Distribution Agreement or any ancillary agreement; and

•any untrue statement of material fact in the registration statement to which this information statement is a part, to the extent such statement is explicitly made by WPC (which will be limited to those specified on a schedule to the Separation and Distribution Agreement).

Neither we nor WPC will be liable to the other for indirect, punitive, exemplary, remote, speculative or similar damages in excess of compensatory damages, other than liability with respect to a third-party claim.

Dispute Resolution

The Separation and Distribution Agreement contains provisions that govern, except as otherwise provided in any ancillary agreement, the resolution of disputes, controversies or claims that may arise between us and WPC

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related to the Separation or Distribution by arbitration, if they are unable to be resolved first through good-faith negotiation by the parties.

Expenses

The Separation and Distribution Agreement will contain provisions that govern our and WPC’s responsibility for costs and expenses incurred prior to the Distribution Date in connection with the Separation and the Distribution, including costs and expenses relating to transfer taxes, legal and tax counsel, financial advisors and accounting advisory work related to the Separation and the Distribution. The anticipated costs of the spin-off are expected to be approximately $46.8 million, of which approximately $31.5 million relates to the fees and expenses related to the NLOP Financing Arrangements, substantially all of which will be borne by NLOP. The anticipated costs will primarily relate to advisory and professional costs, financing costs including third party property reporting, transfer costs, public filing costs, and printing and other related costs.

Mortgage Debt

We will acquire properties previously owned by WPC, subject to existing mortgage debt. As of June 30, 2023, NLOP’s portfolio had approximately $168.5 million of secured mortgage debt outstanding on 14 office properties, which NLOP expects to assume in connection with the Separation. We will use commercially reasonable efforts to have WPC and its subsidiaries released from all debt obligations, including guarantees, relating to our properties.

Financing

As a result of these transactions, including the existing mortgage debt and NLOP Financing Arrangements, following the completion of the Separation, net of capitalized financing costs, we expect to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.

Intellectual Property

WPC shall retain all rights to intellectual property of WPC immediately prior to the Distribution, including the “W. P. Carey” name and all related intellectual property, including Internet domain names, trademarks and the “WPC” ticker symbol. We shall retain all rights to the “NLOP” name and all related intellectual property, including Internet domain names and the “NLOP” ticker symbol.

Information Sharing

We and WPC will use commercially reasonable efforts after the Distribution to share with the other party all information relating to matters prior to the Distribution, and such other party’s assets held by the disclosing party. The parties will agree on records retention policies and will keep copies of all historic records and agreements to support future diligence and audits. The Separation and Distribution Agreement will include a customary confidentiality agreement.

Other Matters

Other matters governed by the Separation and Distribution Agreement include access to financial and other information, confidentiality, access to and provision of records and treatment of outstanding guarantees and similar credit support.

Amendments

No provision of the Separation and Distribution Agreement may be amended or modified except by a written instrument signed by us and WPC.

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Related Agreements

Tax Matters Agreement

Concurrently with or prior to the Distribution, we and WPC will enter into a Tax Matters Agreement that will govern the respective rights, responsibilities and obligations of WPC and us after the Distribution with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation and information sharing. The Tax Matters Agreement will provide that (a) NLOP and applicable subsidiaries will generally assume liability for all taxes reported, or required to be reported, on an NLOP tax return following the Distribution, (b) WPC will assume liability all taxes reported, or required to be reported, (i) on a WPC tax return or (ii) any joint tax return involving both WPC and NLOP following the Distribution, and (c) NLOP will generally assume sole responsibility for any transfer taxes. Our obligations under the Tax Matters Agreement are not limited in amount or subject to any cap. If we are required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant. The form of this agreement will be filed as an exhibit to the registration statement on Form 10 of which this information statement is a part.

Advisory Agreements

Concurrently with or prior to the Distribution, (i) we and the US Advisor will enter into the US Advisory Agreement and (ii) we and the European Advisor will enter into the European Advisory Agreement, pursuant to which the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us. The forms of these agreements will be filed as an exhibit to the registration statement on Form 10 of which this information statement is a part. For more information regarding the Advisory Agreements, see “Management – Advisory Agreements.”

When and How You Will Receive the Distribution

WPC expects to distribute NLOP common shares on                    , 2023, the Distribution Date, to all holders of shares of outstanding WPC common stock as of the close of business on the record date. Computershare currently serves as the transfer agent and registrar for WPC common stock and will serve as the distribution agent in connection with the Distribution. Thereafter, Computershare will serve as the transfer agent and registrar for NLOP common shares. If you own shares of WPC common stock as of the close of business on the record date, the NLOP common shares, as applicable, that you are entitled to receive in the Distribution will be issued in book-entry form, as of the Distribution Date. No physical stock certificates representing the shares of NLOP will be delivered. If you are a registered holder, Computershare will then mail you a direct registration account statement that reflects your NLOP common shares, as applicable. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Book-entry form refers to a method of recording share ownership when no physical share certificates are issued to shareholders, as is the case in this Distribution. If you sell shares of WPC common stock in the “regular-way” market up to and including the Distribution Date, you will be selling your right to receive NLOP common shares on such shares of WPC common stock in the Distribution.

Commencing on or shortly after the Distribution Date, if you are the registered holder, and your shares are recorded with Computershare, they will mail to you an account statement that indicates the number of NLOP common shares that have been registered in book-entry form in your name.

WPC stockholders who hold their shares of WPC common stock through a bank or brokerage firm would be said to hold the shares in “street name” and ownership would be recorded on the bank or brokerage firm’s books. If you hold shares of WPC common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for the NLOP common shares, as applicable, that you are entitled to receive in the Distribution. If you have any questions concerning the mechanics of having shares held in “street name,” please contact your bank or brokerage firm.

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Transferability of Shares You Receive

NLOP common shares distributed in connection with the Distribution will be transferable without registration under the Securities Act, except for shares received by persons who may be deemed to be our affiliates. Persons who may be deemed to be our affiliates after the Distribution generally include individuals or entities that control, are controlled by, or are under common control with us, which may include certain of our executive officers, trustee or principal shareholders. Securities held by our affiliates will be subject to resale restrictions under the Securities Act. Our affiliates will be permitted to sell our common shares only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

The Number of NLOP Common Shares You Will Receive

For every               shares of WPC common stock that you own as of the close of business on                    , 2023, the expected record date for the Distribution, you will receive one NLOP common share.

Results of the Distribution

After the Distribution, we will be an independent, publicly-traded REIT. The actual number of shares to be distributed will be determined at the close of business on the record date for the Distribution, and will reflect any exercise of WPC stock options between the date the WPC Board of Directors declares the Distribution and the record date for the Distribution. The Distribution will not affect the number of outstanding shares of WPC common stock or any rights of WPC common stockholders.

Concurrently with or prior to the Distribution, we will enter into the Separation and Distribution Agreement with WPC and will enter into other agreements with WPC concurrently with or prior to the Distribution to effect the Separation and the Distribution. These agreements will provide a framework for our relationship with WPC after the Separation and the Distribution.

Additionally, these agreements will allocate between us and WPC the assets, liabilities and obligations of WPC (including intellectual property, and tax-related assets and liabilities) that are attributable to periods prior to the Distribution. For a more detailed description of these agreements, see “Certain Relationships and Related Person Transactions.”

Market for NLOP Common Shares

There is currently no public trading market for NLOP common shares. We expect to have our common shares authorized for listing on the NYSE under the symbol “NLOP.” We have not and will not set the initial price of our common shares. The initial price will be established by the public markets. We cannot predict the price at which our common shares will trade after the Distribution. In fact, the combined trading prices, after the Distribution, of the NLOP common shares that each WPC stockholder will receive in the Distribution and the WPC common stock held at the record date may not equal the “regular-way” trading price of a share of WPC stock immediately prior to the Distribution. The price at which NLOP common shares trade may fluctuate significantly, particularly until an orderly public market develops. Trading prices for NLOP common shares will be determined in the public markets and may be influenced by many factors.

Trading Before the Distribution Date

Beginning as early as two trading days before the record date and continuing up to and including the Distribution Date, WPC expects that there will be two markets for shares of WPC common stock: a “regular-way” market and an “ex-distribution” market. Shares of WPC common stock that trade on the “regular-way” market will trade with an entitlement to NLOP common shares distributed in the Distribution. Shares of WPC common stock that trade on the “ex-distribution” market will trade without an entitlement to NLOP common shares distributed pursuant to the Distribution. Therefore, if you sell your shares of WPC common stock in the “regular-way” market up to and including through the Distribution Date, you will be selling your right to receive NLOP common shares in the Distribution. If you own shares of WPC common stock at the close of business on the record date and sell those

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shares on the “ex-distribution” market up to and including through the Distribution Date, you will receive the NLOP common shares that you are entitled to receive pursuant to your ownership of shares of WPC common stock as of the record date.

Furthermore, beginning as early as two trading days before the record date and continuing up to and including the Distribution Date, NLOP expects that there will be a “when-issued” market for its common shares. “When-issued” trading refers to a sale or purchase made conditionally, because the security has been authorized but not yet issued. The “when-issued” trading market will be a market for NLOP common shares that will be distributed to holders of WPC common stock on the Distribution Date. If you owned shares of WPC common stock at the close of business on the record date, you would be entitled to NLOP common shares distributed pursuant to the Distribution. With respect to WPC stockholders, you may trade this entitlement to NLOP common shares, without the WPC common stock you own, on the “when-issued” market. On the first trading day following the Distribution Date, “when-issued” trading with respect to NLOP common shares will end, and “regular-way” trading will begin. You should consult your bank, broker, nominee or other advisor before selling your shares to be sure you understand the effects of the NYSE trading procedures described above.

Conditions to the Distribution

NLOP has announced that the Distribution is expected to be effective at 5:01 p.m., Eastern time, on                    , 2023, which is the expected Distribution Date, provided that certain conditions shall have been satisfied (or waived by WPC in its sole discretion), including:

•the consummation of the Separation;

•the satisfaction of conditions to borrowing under the NLOP Financing Arrangements, and the funding of all borrowings under the NLOP Financing Arrangements shall have occurred;

•the transfer of $356.5 million of funds raised under the NLOP Financing Arrangements to WPC;

•the SEC declaring effective the registration statement of which this information statement forms a part, with no stop order in effect with respect thereto, and no proceeding for such purpose pending before, or threatened by, the SEC;

•the mailing of this information statement;

•any material third-party consents necessary to consummate the Separation and Distribution shall have been obtained;

•no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Separation, the Distribution or any of the related transactions shall be in effect;

•the NLOP common shares to be distributed shall have been accepted for listing on the NYSE, subject to official notice of distribution; and

•the execution of ancillary agreements by WPC and/or certain of its subsidiaries and NLOP, including the Tax Matters Agreement and the Advisory Agreements.

WPC does not intend to notify its stockholders of any modifications to the terms of the Separation or the Distribution that, in the judgment of its board of directors (or officers insofar as permitted by its board of directors), are not material. The WPC Board of Directors might, however, consider material, for example, significant changes to the Distribution Ratio, or to the assets to be contributed or the liabilities to be assumed in the Separation. To the extent that the WPC Board of Directors determines that any modifications by WPC materially change the material terms of the Distribution, WPC will notify WPC stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K, or circulating a supplement to this information statement.

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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION

The following is a summary of U.S. federal income tax consequences generally applicable to the Distribution. For purposes of this section under this heading “Certain U.S. Federal Income Tax Consequences of the Distribution”: (i) references to “NLOP,” “we,” “our” and “us” mean only NLOP and not its subsidiaries or other lower-tier entities, except as otherwise indicated; and (ii) references to WPC refer to W. P. Carey, Inc. and not its subsidiaries, except as otherwise indicated.

The information in this summary is based on: the Code; current, temporary and proposed regulations promulgated by the U.S. Treasury Department (“Treasury Regulations”); the legislative history of the Code; current administrative interpretations and practices of the IRS; and court decisions; all as currently in effect, and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. The summary is also based upon the assumption that WPC, NLOP, and their respective subsidiaries and affiliated entities will operate in accordance with their applicable organizational documents or partnership agreements and the agreements and other documents applicable to the Distribution. This summary is for general information only and is not legal or tax advice. The Code provisions applicable to the Distribution are highly technical and complex, and this summary is qualified in its entirety by the express language of applicable Code provisions, Treasury Regulations, and administrative and judicial interpretations thereof.

Moreover, this summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular investor in light of its investment or tax circumstances, or to investors subject to special tax rules, such as:

•financial institutions;

•insurance companies;

•broker-dealers;

•regulated investment companies;

•REITs;

•partnerships and trusts;

•persons holding 10% or more (by vote or value) of our outstanding common shares, except to the extent discussed below);

•persons who hold our shares on behalf of another person as a nominee;

•persons who receive our shares through the exercise of employee stock options or otherwise as compensation;

•persons holding our shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment;

•and, except to the extent discussed below:

•tax-exempt organizations; and

•non-U.S. investors.

This summary assumes that investors will hold their WPC common stock and NLOP common shares as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This summary also assumes that investors will hold their WPC common stock at all times from the record date through the Distribution Date. Special rules may apply to determine the tax consequences to an investor that purchases or

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sells WPC common stock between the record date and the Distribution Date. You are urged to consult your tax advisor regarding the consequences to you of any such sale.

For purposes of this discussion under this heading “Certain U.S. Federal Income Tax Consequences of the Distribution,” a “U.S. stockholder” is a stockholder of WPC that is for U.S. federal income tax purposes:

•a citizen or resident of the United States;

•a corporation created or organized in the United States or under the laws of the United States, or of any state thereof, or the District of Columbia;

•an estate, the income of which is includable in gross income for U.S. federal income tax purposes regardless of its source; or

•a trust if a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. fiduciaries have the authority to control all substantial decisions of the trust.

A “Non-U.S. stockholder” is a stockholder of WPC that is neither a U.S. stockholder nor a partnership (or other entity treated as a partnership) for U.S. federal income tax purposes. If a partnership, including for this purpose any entity that is treated as a partnership for U.S. federal income tax purposes, holds WPC stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. An investor that is a partnership and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the Distribution.

The U.S. federal income tax treatment of the Distribution depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. In addition, the tax consequences of the Distribution to anyparticular stockholder of WPC will depend on the stockholder’s particular tax circumstances. You are urged to consult your tax advisor regarding the federal, state, local, and foreign income and other tax consequences to you of the Distribution in light of your particular investment or tax circumstances.

Treatment of the Distribution in General

The Distribution is intended to be a taxable distribution to WPC stockholders. Accordingly, each WPC stockholder will be treated as receiving an amount equal to the fair market value of the NLOP common shares received by such stockholder (and cash received in lieu of fractional shares of NLOP, as described below) pursuant to the Distribution, as of the date of the Distribution. We refer to such amount as the “Distribution Amount.” The tax consequences of the Distribution to WPC’s stockholders are thus generally the same as the tax consequences of WPC’s cash distributions. The discussion below describes the U.S. federal income tax consequences to a U.S. stockholder, a Non-U.S. stockholder and a tax-exempt holder of WPC common stock upon receipt of NLOP shares pursuant to the Distribution.

Although WPC intends to take the position that the Distribution does not constitute a partial liquidation for U.S. federal income tax purposes, this position is not binding on the IRS or any other tax authority. These tax authorities could assert that the Distribution is a distribution in partial liquidation of WPC for U.S. federal income tax purposes. If the IRS successfully made such an assertion, the portion of the Distribution involving a distribution to WPC’s non-corporate stockholders may be treated as a payment in exchange for such stockholders’ WPC stock instead of as a dividend.

Although WPC will ascribe a value to the NLOP common shares in the Distribution for tax purposes, this valuation will not be binding on the United States Internal Revenue Service (the “IRS”) or any other taxing authority. These taxing authorities could also ascribe a higher valuation to the NLOP common shares, particularly if NLOP common shares trade at prices significantly above the value ascribed to those shares by WPC in the period following the Distribution. Such a higher valuation may affect the Distribution Amount and may cause a larger reduction in the tax basis of WPC common stock held by its common shareholders or may cause such shareholders to recognize additional dividend or capital gain income.

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The Distribution will also be a taxable transaction for WPC. WPC generally will recognize any net gain, based on the difference between its tax basis in the NLOP common shares and the fair market value of the NLOP shares, each as of the Distribution Date. Also, WPC may recognize some gain in connection with the formation and capitalization of NLOP and its subsidiaries, in which case such gain generally would reduce WPC’s subsequent gain upon the Distribution of NLOP shares. WPC expects that its earnings and profits will be increased as a result of any income or gain recognized in connection with the Distribution and the formation and capitalization of NLOP and its subsidiaries, which may increase the portion of the Distribution Amount treated as dividend income to U.S. stockholders, as described below.

Any cash received by a U.S. stockholder in lieu of a fractional share of NLOP common shares will be treated as if such fractional share had been (i) received by the stockholder as part of the Distribution and then (ii) sold by such stockholder, via the distribution agent, for the amount of cash received. As described below, the basis of the fractional share deemed received by a U.S. stockholder will equal the fair market value of such share on the date of the Distribution, and the amount paid in lieu of a fractional share will be net of the distribution agent’s brokerage fees.

Tax Basis and Holding Period of NLOP Common Shares Received by Holders of WPC Common Stock

A WPC stockholder’s tax basis in NLOP common shares received in the Distribution generally will equal the fair market value of such shares on the Distribution Date, and the holding period for such shares will begin the day after the Distribution Date.

Tax Treatment of the Distribution to U.S. Stockholders of WPC’s Common Stock

The following discussion describes the U.S. federal income tax consequences to a U.S. stockholder upon the receipt of NLOP common shares in the Distribution.

Ordinary Dividends. The portion of the Distribution Amount received by a U.S. stockholder that is payable out of WPC’s current or accumulated earnings and profits and that is not designated by WPC as a capital gain dividend will generally be taken into account by such U.S. stockholder as ordinary income and will not be eligible for the dividends received deduction for corporations. With limited exceptions, dividends paid by WPC are not eligible for taxation at the preferential income tax rates for qualified dividends received by U.S. stockholders that are individuals, trusts, and estates from taxable C corporations. Such U.S. stockholders, however, are taxed at the preferential rates on dividends designated by and received from a REIT such as WPC to the extent that the dividends are attributable to:

•income retained by the REIT in the prior taxable year on which the REIT was subject to corporate level income tax (less the amount of tax);

•dividends received by the REIT from TRSs or other taxable C corporations; or

•income in the prior taxable year from the sales of “built-in gain” property acquired by the REIT from C corporations in carryover basis transactions (less the amount of corporate tax on such income).

WPC’s current earnings and profits are measured as of the end of the tax year and are generally allocated to all distributions made during such tax year on a pro rata basis. As a result, a proportionate part of WPC’s current earnings and profits for the entire taxable year of WPC in which the Distribution occurs (including income and gain recognized by WPC in connection with the Distribution, and other property sales and taxable transactions occurring during the taxable year) will be allocated to the Distribution. That proportionate part will be treated as dividend income even for a stockholder of record that has not held its WPC stock for the entire taxable year of WPC in which the Distribution occurs. Thus, a stockholder that does not hold its WPC common stock for the entire taxable year of WPC in which the Distribution occurs may be allocated a disproportionate amount of ordinary income attributable to WPC’s current earnings and profits as a result of the Distribution.

In addition, for taxable years that begin before January 1, 2026, stockholders that are individuals, trusts or estates are generally entitled to a deduction equal to 20% of the aggregate amount of ordinary income dividends

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received from a REIT (not including capital gain dividends, as described below, or dividends eligible for reduced rates applicable to qualified dividend income, as described above), subject to certain limitations.

Non-Dividend Distributions. If a distribution (including the Distribution Amount with respect to the Distribution) to a WPC U.S. stockholder exceeds such stockholder’s ratable share of WPC’s current and accumulated earnings and profits, the distribution will generally represent a return of capital and will not be taxable to such stockholder to the extent that the amount of such distribution does not exceed the adjusted basis of the holder’s WPC shares in respect of which the distribution was made. Rather, the distribution will reduce the adjusted basis of the holder’s shares in WPC. To the extent that such distribution exceeds the adjusted basis of a U.S. stockholder’s WPC shares, the holder generally must include such distribution in income as long-term capital gain, or short-term capital gain if the holder’s WPC shares have been held for one year or less.

Capital Gain Dividends. A distribution that WPC designates as a capital gain dividend will generally be taxed to U.S. stockholders as long-term capital gain, to the extent that such distribution does not exceed WPC’s actual net capital gain for the taxable year, without regard to the period for which the holder that receives such distribution has held its WPC stock. Corporate U.S. stockholders may be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at reduced maximum federal rates in the case of U.S. stockholders that are individuals, trusts, and estates, and ordinary income rates in the case of stockholders that are corporations.

Tax Treatment of the Distribution to Tax-Exempt U.S. Stockholders of WPC’s Common Stock

Tax-exempt entities, including qualified employee pension and profit-sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. Such entities, however, may be subject to taxation on their unrelated business taxable income (“UBTI”). While some investments in real estate may generate UBTI, the IRS has ruled that dividend distributions from a REIT to a tax-exempt entity do not constitute UBTI. Based on that ruling, and provided that (1) a tax-exempt holder has not held WPC stock as “debt financed property” within the meaning of the Code (i.e., where the acquisition or holding of the property is financed through a borrowing by the tax-exempt holder), and (2) such WPC stock is not otherwise used in an unrelated trade or business, the Distribution generally should not give rise to UBTI to a tax-exempt holder.

Tax-exempt holders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under sections 501(c)(7), (c)(9), or (c)(17) of the Code are subject to different UBTI rules, which will generally require such stockholders to characterize the Distribution Amount to such holders as UBTI.

In certain circumstances, a pension trust that owns more than 10% of WPC’s stock could be required to treat a percentage of any portion of the Distribution Amount treated as a dividend as UBTI, if WPC is a “pension-held REIT.” WPC generally will not be a pension-held REIT unless (1) it is required to “look through” one or more of its pension stockholders in order to satisfy certain REIT requirements and (2) either (i) one pension trust owns more than 25% of the value of WPC’s stock, or (ii) a group of pension trusts, each individually holding more than 10% of the value of WPC’s stock, collectively owns more than 50% of WPC’s stock. Certain restrictions on ownership and transfer of WPC’s stock should generally prevent a tax-exempt entity from owning more than 10% of the value of WPC’s stock, and should generally prevent WPC from becoming a pension-held REIT.

Tax Treatment of the Distribution to Non-U.S. Stockholders of WPC’s Common Stock

The following discussion describes the U.S. federal income tax consequences to a Non-U.S. stockholder upon the receipt of NLOP common shares in the Distribution.

Ordinary Dividends. The portion of the Distribution Amount received by a Non-U.S. stockholder that is (1) payable out of WPC’s earnings and profits, (2) not attributable to WPC’s capital gains, and (3) not effectively connected with a U.S. trade or business of the Non-U.S. stockholder, will be treated as a dividend that is subject to U.S. withholding tax at the rate of 30%, unless reduced or eliminated by treaty.

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In general, Non-U.S. stockholders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of WPC stock. In cases where the dividend income from a Non-U.S. stockholder’s investment in WPC stock is, or is treated as, effectively connected with the Non-U.S. stockholder’s conduct of a U.S. trade or business, the Non-U.S. stockholder generally will be subject to U.S. federal income tax at graduated rates, in the same manner as U.S. stockholders are taxed with respect to such dividends. Such income must generally be reported on a U.S. income tax return filed by or on behalf of the Non-U.S. stockholder. The income may also be subject to the 30% (or such lower rate as may be specified by an applicable income tax treaty) branch profits tax in the case of a Non-U.S. stockholder that is a corporation.

Non-Dividend Distributions. Unless WPC’s stock constitutes a U.S. real property interest (“USRPI”), the Distribution Amount, to the extent not made out of WPC’s earnings and profits, will not be subject to U.S. income tax. If WPC cannot determine at the time of the Distribution whether or not the Distribution Amount will exceed WPC’s current and accumulated earnings and profits, WPC or the applicable withholding agent is expected to withhold on the Distributions (including any cash in lieu of fractional shares of NLOP) at the rate applicable to ordinary dividends, as described above.

If WPC’s stock constitutes a USRPI, as described below, distributions that it makes in excess of the sum of (a) the stockholder’s allocable share of WPC’s earnings and profits, plus (b) the stockholder’s basis in its WPC stock, will be taxed under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) in the same manner as if the WPC stock had been sold, and the collection of the tax would be enforced by a refundable withholding tax at a rate of 15% of the amount by which the distribution exceeds the stockholder’s share of WPC’s earnings and profits. In such situations, the Non-U.S. stockholder would be required to file a U.S. federal income tax return and would be subject to the same treatment and same tax rates as a U.S. stockholder with respect to such excess, subject to applicable alternative minimum tax and a special alternative minimum tax in the case of non-resident alien individuals.

Subject to certain exceptions discussed below, WPC’s stock will be treated as a USRPI if, at any time during a prescribed testing period, 50% or more of its assets consist of interests in real property located within the United States, excluding, for this purpose, interests in real property solely in a capacity as a creditor. We expect that 50% or more of WPC’s assets will consist of USRPIs. Even if the foregoing 50% test is met, however, WPC’s stock nonetheless will not constitute a USRPI if WPC is a “domestically controlled qualified investment entity.” A domestically controlled qualified investment entity includes a REIT, less than 50% of the value of which is held directly or indirectly by Non-U.S. stockholders at all times during a specified testing period (after applying certain presumptions regarding the ownership of WPC stock, as described in the Code). Although it is anticipated that WPC will be a domestically controlled qualified investment entity, and that a distribution with respect to WPC’s stock in excess of WPC’s earnings and profits will not be subject to taxation under FIRPTA, no assurance can be given that WPC is or will remain a domestically controlled qualified investment entity.

In the event that WPC is not a domestically controlled qualified investment entity, but its stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, a distribution to a Non-U.S. stockholder nonetheless would not be subject to tax under FIRPTA; provided that the Non-U.S. stockholder held 10% or less of WPC’s stock at all times during a specified testing period. It is anticipated that WPC’s stock will be regularly traded.

Gain in respect of a non-dividend distribution that would not otherwise be subject to FIRPTA will nonetheless be taxable in the United States to a Non-U.S. stockholder in two cases: (1) if the Non-U.S. stockholder’s investment in WPC stock is effectively connected with a U.S. trade or business conducted by such Non-U.S. stockholder, the Non-U.S. stockholder will be subject to the same treatment as a U.S. stockholder with respect to such gain, or (2) if the Non-U.S. stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and certain other requirements are met, the nonresident alien individual will be subject to a 30% tax on the individual’s capital gain.

Capital Gain Dividends. Under FIRPTA, a dividend that WPC makes to a Non-U.S. stockholder, to the extent attributable to gains from dispositions of USRPIs that WPC held directly or through pass-through subsidiaries (such gains, “USRPI Capital Gains”), will, except as described below, be considered effectively connected with a U.S.

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trade or business of the Non-U.S. stockholder and will be subject to U.S. income tax at the rates applicable to U.S. individuals or corporations. WPC will be required to withhold tax equal to 15% of the maximum amount that could have been designated as a USRPI capital gain dividend. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a Non-U.S. stockholder that is a corporation. A distribution is not a USRPI capital gain dividend if WPC held an interest in the underlying asset solely as a creditor.

In addition, if a Non-U.S. stockholder owning more than 10% of WPC common stock disposes of such stock during the 30-day period preceding the ex-dividend date of any dividend payment by WPC, and such Non-U.S. stockholder acquires or enters into a contract or option to acquire WPC common stock within 61 days of the first day of such 30-day period described above, and any portion of such dividend payment would, but for the disposition, be treated as USRPI capital gain to such Non-U.S. stockholder under FIRPTA, then such Non-U.S. stockholder will be treated as having USRPI capital gain in an amount that, but for the disposition, would have been treated as USRPI capital gain.

Capital gain dividends received by a Non-U.S. stockholder that are attributable to dispositions of WPC’s assets other than USRPIs are not subject to U.S. federal income tax, unless (1) the gain is effectively connected with the Non-U.S. stockholder’s U.S. trade or business, in which case the Non-U.S. stockholder would be subject to the same treatment as U.S. stockholders with respect to such gain, or (2) the Non-U.S. stockholder is a nonresident alien individual who was present in the United States for 183 days or more during the taxable year and certain other requirements are met, in which case the Non-U.S. stockholder will incur a 30% tax on his capital gains.

A dividend that would otherwise have been treated as a USRPI capital gain dividend will not be so treated or be subject to FIRPTA, and generally will not be treated as income that is effectively connected with a U.S. trade or business, but instead will be treated in the same manner as ordinary income dividends (discussed above); provided that (1) the dividend is received with respect to a class of stock that is regularly traded on an established securities market located in the United States, and (2) the recipient Non-U.S. stockholder does not own, actually or constructively more than 10% of that class of stock at any time during the year ending on the date on which the dividend is received. WPC anticipates that its stock will be “regularly traded” on an established securities exchange.

Special FIRPTA Rules. FIRPTA contains special rules that provide exemptions from FIRPTA and otherwise modify the application of the foregoing FIRPTA rules for particular types of non-U.S. investors, including “qualified foreign pension funds” and their wholly-owned foreign subsidiaries and certain widely held, publicly-traded “qualified collective investment vehicles.”

Withholding of Amounts Distributable to Non-U.S. Stockholders in the Spin-off. If withholding is required on any amounts otherwise distributable to a Non-U.S. stockholder in the Distribution, WPC or other applicable withholding agents may collect the amount required to be withheld by converting to cash for remittance to the IRS a sufficient portion of NLOP common shares that such Non-U.S. stockholder may otherwise receive or would withhold from other property held in the Non-U.S. stockholder’s account with the withholding agent, and such holder may bear brokerage or other costs for this withholding procedure. A Non-U.S. stockholder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the amounts withheld exceeded the holder’s U.S. tax liability for the year in which the Distribution occurred.

Backup Withholding Tax and Information Reporting

U.S. Holders. A U.S. stockholder may be subject to information reporting and backup withholding with respect to the Distribution. Certain U.S. stockholders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. stockholder will be subject to backup withholding if such holder is not otherwise exempt and:

•the holder fails to furnish the holder’s taxpayer or identification number, which for an individual is ordinarily his or her social security number;

•the holder furnishes an incorrect taxpayer identification number;

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•the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or

•the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. stockholder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. stockholders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Stockholders. The distribution of NLOP common shares generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E, W-8ECI, or other applicable IRS Form W-8, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any dividends on WPC’s common stock paid to the Non-U.S. stockholder, regardless of whether any tax was actually withheld. In addition, proceeds of a sale of such stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a sale of such stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. stockholder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. stockholder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on any portion of the Distribution Amount that is treated as a dividend and that is paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Holders should consult their tax advisors regarding the potential application of withholding under FATCA to the Distribution.

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Time for Determination of the Tax Consequences of the Distribution

The tax consequences of the Distribution will be affected by a number of facts that are yet to be determined, including WPC’s final earnings and profits for 2023 (including as a result of the income and gain WPC recognizes in connection with the Distribution), the fair market value of NLOP common shares on the Distribution Date and the extent to which WPC recognizes gain on the sales of USRPIs or other capital assets. Thus, a definitive calculation of the U.S. federal income tax consequences of the Distribution will not be possible until after the end of the 2023 calendar year. WPC will provide its stockholders with tax information on an IRS Form 1099-DIV, informing them of the character of distributions made during the taxable year, including the Distribution.

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MANAGEMENT COMPENSATION

For information regarding estimates of the amounts of all fees, compensation, income, partnership distributions and other payments that the Advisors and their affiliates will be entitled to receive in connection with their service as an Advisor, including under the Advisory Agreements, see “Management—Advisory Agreements” and “Management—Executive and Trustee Compensation”. These payments will result from non-arm’s-length bargaining. For more information, see “Conflicts of Interest.”

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CONFLICTS OF INTEREST

There are various conflicts of interest in the operation of our business. The independent trustees have an obligation to function on our behalf in all situations in which a conflict of interest arises and have a fiduciary obligation to act on behalf of the our shareholders. Possible conflicts of interest include the following:

•Agreements between the Advisors, affiliates of the Advisors or entities managed by the Advisors and us are not arm’s-length agreements. Agreements and arrangements between the Advisors or their affiliates and us will not be the result of arm’s-length negotiations. In addition, as a result of the fact that we and the Advisors have some common management, our Board may encounter conflicts of interest in enforcing our rights against the Advisors in the event of a default by, or disagreement with, the Advisors, or in invoking powers, rights or options pursuant to any agreement between the Advisors and us. In making such determinations, our trustees will use their judgment and may, but are not required to, retain the services of advisors, professional service providers or other third parties to assist them. We may enter into transactions with the other entities that are managed by the Advisors or WPC.

•We delegate our management functions to the Advisors and their affiliates. We expect to delegate our management functions to the Advisors, for which the Advisors will earns fees pursuant to the Advisory Agreements. Although at least a majority of our Board must be independent, because the Advisors will earns fees from us, we will have limited independence from the Advisors. This limited independence may exacerbate the conflicts of interest described in this section by giving the Advisors and WPC substantial control over us while having different economic incentives than our shareholders.

•All of our officers and certain of our trustees have ownership interests in WPC. All of our officers and certain of our trustees own shares in WPC, which is the parent company of the Advisors. These ownership interests may result in conflicts by creating an incentive for members of our management to make decisions or enter into transactions on our behalf, that may be beneficial to WPC and not necessarily beneficial to us. Please see “Security Ownership of Certain Beneficial Owners and Management” for more information.

•We may enter into transactions with or take loans from the Advisors or their affiliates. We may borrow funds from the Advisors or their affiliates if doing so is consistent with our objectives and policies and if other conditions are met. We may borrow funds from the Advisors or their affiliates to facilitate refinancings if we are unable to obtain a permanent loan at that time or, in the judgment of the Board, it is not in our best interest to obtain a permanent loan at the interest rates then prevailing and the Board has reason to believe that we will be able to obtain a permanent loan on or prior to the end of the loan term provided by WPC or its affiliates.

•The Advisors and their affiliates are engaged in or will engage in additional management, investment or disposition activities that have and may have in the future overlapping objectives with us. In addition, the Advisors and their affiliates do invest, and may establish other investment vehicles that will invest in, commercial real estate-related assets. The Advisors may face conflicts of interest in allocating investment, purchase and sale, leasing and financing opportunities among WPC or its affiliates and other entities that it advises. These conflicts may be affected by variations in the economic benefits to the Advisors and such entities from different allocations of such opportunities. All such conflicts of interest will be resolved by the Advisors in their sole discretion. The Advisors will use its best efforts to present suitable buyers, tenants or investment opportunities (if any) to us consistent with our procedures, objectives and policies. However, the Advisors’ decisions as to the allocation of these opportunities may present conflicts of interest, which may not be resolved in the manner that is favorable to our interests. If the Advisors or any of their affiliates is presented with a potential investment in an asset that might be made by WPC or by one or more investment entity that it advises or manages, the decision as to the suitability of the asset for investment by a particular entity will be made by the Advisors in their sole discretion based upon a variety of commercial and economic factors. Similarly, if the Advisors or any of their affiliates, or one or more investment entity that it advises or manages, is competing for the same or similar buyers or tenants as NLOP, the decision as to the strategy with respect such business opportunities, and the decision to pursue transactions with such entities will be made by the Advisors in their sole discretion based upon a variety of commercial factors.

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•There may be competition from the Advisors and their affiliates for the time and services of our officers and trustees. We will depend on our trustees and the Advisors for our operations and for the operation and disposition of our investments. The Advisors are expected to enter into the Advisory Agreements with us pursuant to which they will perform certain functions relating to our management services. For more information, see “The Separation and the Distribution – Related Agreements” and “Management – Advisory Agreements.” The Advisors and their affiliates may be performing similar services for other REITs, partnerships or other investment entities offered or managed in the future by affiliates of the Advisors. The Advisors and their affiliates will devote the time to our affairs as they, within their sole discretion, exercised in good faith, determine to be necessary for our benefit and that of our shareholders. Neither the Advisors, WPC nor any of their affiliates are restricted from acting as general partner, advisor, underwriter, selling agent in public or private offerings of securities in REITs, real estate partnerships or other entities which may have objectives similar to ours and which are sponsored by affiliated or non-affiliated persons.

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DIVIDEND POLICY

We are a newly formed company that has not commenced operations, and as a result, we have not paid any dividends as of the date of this information statement. We intend to elect and qualify to be taxed as a REIT for U.S. federal income tax purposes commencing with the taxable year in which the Distribution occurs. We intend to make distributions to our shareholders to satisfy the requirements to qualify as a REIT. To qualify as a REIT, we must annually distribute to our shareholders at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. Please refer to “Material U.S. Federal Income Tax Consequences – Material U.S. Federal Income Tax Considerations Regarding NLOP’s Taxation as a REIT.”

We cannot assure you that our dividend policy will remain the same in the future, or that any estimated dividends will be paid or sustained. Dividends paid by us will be authorized and determined by our Board, in its sole discretion, out of legally available funds, and will be dependent upon a number of factors, including restrictions under applicable law, actual and projected financial condition, liquidity, funds from operations and results of operations, the revenue we actually receive from our properties, our operating expenses, our debt service requirements, our capital expenditures, prohibitions and other limitations under our financing arrangements, the annual REIT distribution requirements and such other factors as our Board deems relevant. For more information regarding risk factors that could materially and adversely affect our ability to pay dividends, see “Risk Factors” beginning on page 31.

Our dividends may be funded from a variety of sources, including cash flows from operations and disposition proceeds. To the extent that our funds available for distribution are less than the amount we must distribute to our shareholders to satisfy the requirements to qualify as a REIT, we intend to declare taxable dividends that are paid in our common shares or other various means to cover any such shortfall, including distributions in shares, borrowing additional indebtedness or other loans, selling certain of our assets or using a portion of the net proceeds we receive from future offerings of equity, equity-related securities or debt securities. In addition, our Declaration of Trust allows us to issue shares of preferred equity that could have a preference on dividends, and if we do, the dividend preference on the preferred equity could limit our ability to pay dividends to the holders of our common shares. The NLOP Financing Arrangements will also limit our ability to pay dividends on our common shares. See “Risk Factors – Risks Related to Financing and our Indebtedness – The NLOP Financing Arrangements will limit our ability to pay dividends on our common shares, including repurchasing our common shares.”

For a discussion of the tax treatment of distributions to holders of our common shares, please refer to “Material U.S. Federal Income Tax Consequences – Material U.S. Federal Income Tax Considerations Regarding NLOP’s Taxation as a REIT – Material U.S. Federal Income Tax Consequences to Holders of Our Common Shares.”

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NET LEASE OFFICE PROPERTIES PREDECESSOR

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements and notes thereto should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our audited combined financial statements and accompanying notes included elsewhere in this Information Statement and our unaudited combined financial statements and accompanying notes included elsewhere in this Information Statement.

Our unaudited pro forma condensed combined statement of income for the year ended December 31, 2022 has been derived from our audited combined financial statements for the year ended December 31, 2022, which are included elsewhere in this Information Statement, and our unaudited pro forma condensed combined statement of income for the six months ended June 30, 2023 and our unaudited pro forma condensed combined balance sheet as of June 30, 2023 have been derived from our unaudited combined financial statements as of and for the six months ended June 30, 2023, which are included elsewhere in this Information Statement.

Pursuant to the terms of a separation and distribution agreement, WPC intends to spin off a portfolio of 59 real property assets into a separate publicly-traded company. To accomplish this separation, on October 21, 2022, WPC formed NLOP, a Maryland real estate investment trust, to own the NLOP Predecessor.

Our unaudited pro forma condensed combined statements of income for the year ended December 31, 2022 and six months ended June 30, 2023 give effect to the Pro Forma Transactions (as defined below) as if they had occurred on January 1, 2022, the beginning of the most recent fiscal year for which audited financial statements are available. Our unaudited pro forma condensed combined balance sheet gives effect to the Pro Forma Transactions as if they had occurred on June 30, 2023, our most recent balance sheet date. As the CPA:18 Merger (as defined below) was completed on August 1, 2022, the combined statement of income and balance sheet for the six months ended and as of June 30, 2023 already include the financial results of the nine properties acquired as part of WPC’s merger with CPA:18 on August 1, 2022 (the “CPA:18 Merger”). The unaudited pro forma condensed combined financial statements give effect to the following (collectively referred to as the “Pro Forma Transactions”):

•the Separation and Distribution;

•transaction costs specifically related to the Separation and the Distribution;

•the inclusion of the financial results of CPA:18 and the related purchase price allocation for the seven months ended July 31, 2022, prior to the merger; and

•the post-spin-off capital structure, including; (i) the assumed issuance of 14,260,078 shares of common stock and (ii) the incurrence by NLOP Predecessor of $455.0 million aggregate principal amount of indebtedness under the NLOP Financing Arrangements, (iii) the contribution of the WPC receivable related to the parent debt, and the use of proceeds therefrom, including the transfer of $356.5 million to WPC, as described in the “Description of Material Indebtedness” section of this information statement.

The pro forma adjustments are based on the best information available as of the date of this Information Statement and assumptions that management believes are reasonable given the information available as of the date of this Information Statement. The adjustments in our unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information in accordance with Article 11 of SEC regulation S-X, as amended, necessary for an illustrative understanding upon consummation of the Pro Forma Transactions.

Our unaudited pro forma condensed combined financial statements are for informational purposes only and are not intended to represent what our results of operations or financial position would have been had the Pro Forma Transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial statements also should not be considered indicative of our future results of operations or financial position as an independent, publicly-traded company.

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The accompanying unaudited pro forma condensed combined financial statements have been prepared from WPC’s historical accounting records and are presented on a stand-alone basis including transaction accounting adjustments to reflect as if our operations had been conducted independently from WPC. The values presented as Historical CPA:18 in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 were derived from the historical records of CPA:18. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 gives effect to NLOP’s acquisition of CPA:18 as if that acquisition had occurred on January 1, 2022.

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NET LEASE OFFICE PROPERTIES PREDECESSOR

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of June 30, 2023

	Historical NLOP Predecessor		Transaction Accounting Adjustments		(Notes)	Pro Forma Combined
Assets
Investments in real estate:
Land, buildings and improvements	$	1,283,261	$	—		$	1,283,261
Net investments in direct financing leases	14,602		—			14,602
In-place lease intangible assets and other	375,127		—			375,127
Above-market rent intangible assets	58,589		—			58,589
Investments in real estate	1,731,579		—			1,731,579
Accumulated depreciation and amortization	(430,224)		—			(430,224)
Net investments in real estate	1,301,355		—			1,301,355
Cash and cash equivalents	5,538		50,090		(c)	55,628
Other assets, net	51,626		—		(h)	51,626
Goodwill	62,481		—			62,481
Total assets	$	1,421,000	$	50,090		$	1,471,090
Liabilities and Equity
Non-recourse mortgages, net	167,111		—			167,111
Parent debt	98,224		(98,224)		(f)	—
Secured term loan, net	—		311,790		(b)	311,790
Mezzanine loan, net	—		111,686		(e)	111,686
Accounts payable, accrued expenses and other liabilities	48,969		(1,593)		(f)	47,376
Below-market rent and other intangible liabilities, net	12,979		—			12,979
Deferred income taxes	10,312		—		(h)	10,312
Total liabilities	337,595		323,659			661,254
Commitments and contingencies
Equity
Common stock, $0.001 par value,                 shares authorized;                  and                 shares respectively issued and outstanding	—		14		(d)	14
Additional paid-in-capital	—		861,764		(d)	861,764
Distributions in excess of accumulated earnings	—		(13,769)		(d), (k)	(13,769)
Net parent investment	1,121,578		(1,121,578)		(d)	—
Accumulated other comprehensive loss	(42,807)		—			(42,807)
Total stockholders' equity	1,078,771		(273,569)			805,202
Noncontrolling interests	4,634		—			4,634
Total equity	1,083,405		(273,569)			809,836
Total liabilities and equity	$	1,421,000	$	50,090		$	1,471,090

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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NET LEASE OFFICE PROPERTIES PREDECESSOR

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

For the six months ended June 30, 2023

(in thousands, except share and per share amounts)

	Historical NLOP Predecessor		Transaction Accounting Adjustments		(Notes)	Autonomous Entity Adjustments (Note 3)		Pro Forma Combined
Revenues
Lease revenues	$	82,996	$	—		$	—	$	82,996
Income from direct financing leases	882		—			—		882
Other lease-related income	1,589		—			—		1,589
	85,467		—			—		85,467
Operating Expenses
Depreciation and amortization	35,441		—			—		35,441
Reimbursable tenant costs	13,739		—			—		13,739
General and administrative	6,599		—			1,455		8,054
Property expenses, excluding reimbursable tenant costs	4,127		—			—		4,127
Separation and distribution related costs and other	1,538		—			—		1,538
	61,444		—			1,455		62,899
Other Income and Expenses
Interest expense	(16,381)		(23,638)		(i), (j)	—		(40,019)
Gains on extinguishment of debt and other	49		—			—		49
	(16,332)		(23,638)			—		(39,970)
Income (loss) before income taxes	7,691		(23,638)			(1,455)		(17,402)
Provision for income taxes	(72)		—		(h)	—		(72)
Net Income (Loss)	7,619		(23,638)			(1,455)		(17,474)
Net income attributable to noncontrolling interests	(51)		—			—		(51)
Net Income (Loss) Attributable to NLOP Predecessor	$	7,568	$	(23,638)		$	(1,455)	$	(17,525)
Basic Earnings per Share (l)								$	(1.23)
Diluted Earnings per Share (l)								$	(1.23)
Weighted-Average Shares Outstanding (l) :
Basic								14,260,078
Diluted								14,260,078

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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NET LEASE OFFICE PROPERTIES PREDECESSOR

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF INCOME

For the Year Ended December 31, 2022

(in thousands, except share and per share amounts)

			CPA:18 - Global
	Historical NLOP Predecessor		Historical CPA:18 (a1)		Transaction Accounting Adjustments CPA:18 (a2)		Pro Forma (adjusted for merger with CPA:18) (a3)		Transaction Accounting Adjustments		(Notes)	Autonomous Entity Adjustments (Note 3)		Pro Forma Combined
Revenues
Lease revenues	$	151,249	$	15,190	$	(1,498)	$	164,941	—			$	—	$	164,941
Income from direct financing leases	1,744		—		—		1,744		—			—		1,744
Other lease-related income	3,221		120		—		3,341		—			—		3,341
	156,214		15,310		(1,498)		170,026		—			—		170,026
Operating Expenses
Depreciation and amortization	63,205		5,516		(3,069)		65,652		—			—		65,652
General and administrative	11,871		1		—		11,872		—			4,157		16,029
Reimbursable tenant costs	24,251		2,836		—		27,087		—			—		27,087
Property expenses, excluding reimbursable tenant costs	7,751		322		—		8,073		—			—		8,073
Separation and distribution related costs and other	6,025		—		—		6,025		13,769		(k)	—		19,794
	113,103		8,675		(3,069)		118,709		13,769			4,157		136,635
Other Income and Expenses
Interest expense	(26,841)		(4,963)		(1,034)		(32,838)		(54,219)		(i), (j)	—		(87,057)
Losses on extinguishment of debt and other	(7)		(331)		—		(338)		—			—		(338)
	(26,848)		(5,294)		(1,034)		(33,176)		(54,219)			—		(87,395)
Income (loss) before income taxes	16,263		1,341		537		18,141		(67,988)			(4,157)		(54,004)
Provision for income taxes	(486)		(40)		—		(526)		—		(h)	—		(526)
Net Income (Loss)	15,777		1,301		537		17,615		(67,988)			(4,157)		(54,530)
Net income attributable to noncontrolling interests	2		(18)		18		2		—			—		2
Net Income (Loss) Attributable to NLOP Predecessor	$	15,779	$	1,283	$	555	$	17,617	$	(67,988)		$	(4,157)	$	(54,528)
Basic Earnings per Share (l)														$	(3.82)
Diluted Earnings per Share (l)														$	(3.82)
Weighted-Average Shares Outstanding (l) :
Basic														14,260,078
Diluted														14,260,078

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements

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Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1: Basis of Presentation

The accompanying unaudited pro forma condensed combined financial statements have been derived from WPC’s June 30, 2023 and December 31, 2022 historical accounting records and in accordance with Article 11 of SEC Regulation S-X, as amended.

The historical NLOP balances presented on the combined unaudited financial statements reflect the revenues and direct expenses of the NLOP Predecessor and include material assets and liabilities of WPC that are specifically attributable to the NLOP Predecessor Business. NLOP Predecessor equity in these combined unaudited financial statements represents the excess of total assets over total liabilities. NLOP Predecessor equity is impacted by contributions from and distributions to WPC, which are the result of treasury activities and net funding provided by or distributed to WPC prior to the Pro Forma Transactions, as well as the allocated costs and expenses incurred by WPC related to the NLOP Predecessor Business.

The accounting policies used in the preparation of these unaudited pro forma condensed combined financial statements are those set out in our combined financial statements as of and for the year ended December 31, 2022 and our unaudited condensed combined financial statements as of and for the six months ended June 30, 2023.

CPA:18 Merger

The values presented as Historical CPA:18 in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 were derived from the historical records of CPA:18. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 gives effect to NLOP’s acquisition of CPA:18 as if that acquisition had occurred on January 1, 2022.

Note 2: Transaction Accounting Adjustments

This note should be read in conjunction with the other notes in the unaudited pro forma condensed combined financial statements.

a)Represents the pro forma condensed combined statements of income for NLOP for the year ended December 31, 2022 adjusted for the CPA:18 Merger that was completed on August 1, 2022 to give effect of the merger had it occurred on January 1, 2022. The pro forma financial information is not necessarily indicative of what the actual results would have been had the CPA:18 Merger occurred on that date, nor does it purport to represent the results of operations for future periods.

1)Represents the historical seven months of business operational results of the nine CPA:18 properties, prior to the merger.

2)Represents the transaction accounting adjustments reflecting the purchase accounting adjustments related to the CPA:18 Merger. These adjustments represent the reset of the straight-line rent adjustments and incremental above/below market amortization of lease-related intangibles; depreciation and amortization adjustments to reflect the new basis in the assets; and interest expense adjustments associated with the fair value of the debt.

3)Represents the pro forma condensed combined statements of income for NLOP adjusted for the CPA:18 Merger.

b)Reflects the incurrence by NLOP of $335.0 million aggregate principal amount under the NLOP Mortgage Loan, which is part of the Financing Arrangements. We will incur an estimated $23.2 million of origination fees which are reflected as a reduction of debt. For purposes of preparing the unaudited pro forma condensed combined statements of income, we have calculated interest expense using the effective interest method and the rate as specified in the Financing Arrangements, which resulted in an effective interest rate of approximately 14.9%, factoring in the defined loan principal repayment (which requires a payment of 15% and 25% during the first two years of the loan term). The stated interest rate is based on the adjusted

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one-month Term SOFR rate as of September 18, 2023 of 5.32%, plus an assumed applicable margin of 5.0%. A 0.125% increase or decrease in the assumed interest rate would result in a change of $0.2 million and $0.4 million in interest expense for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively.

c)Represents the cumulative impact on Cash and cash equivalents from the following transaction accounting adjustments:

(in thousands)	June 30, 2023
Cash and cash equivalents, historical	$	5,538
Secured term loan, net (b)	311,790
Mezzanine loan, net (e)	111,686
Settlement of interest on parent debt	(1,593)
Separation and distribution-related costs (g)	(15,307)
Distribution to WPC (1)	(356,486)
Cash and cash equivalents, pro forma combined	$	55,628

_______________

(1) The proceeds under the NLOP Financing Arrangements that are expected to be transferred to WPC in accordance with the Separation and Distribution Agreement.

d)Represents the capitalization of NLOP giving effect to the anticipated post-spin capital structure of $848.0 million as of June 30, 2023 via the assumed issuance of 14,260,078 shares of common stock at $0.001 par value per share for a total par amount of $14,260. In addition to the parent debt that is reflected in NLOP Predecessor, see Note (f) below, WPC will also contribute the related receivable for this parent debt to an NLOP subsidiary at spin-off. The retained earnings impact of the adjustments to the Company’s net income are reflected in Accumulated deficit in the condensed combined balance sheet.

e)Reflects the incurrence by NLOP of $120.0 million aggregate principal amount under the NLOP Mezzanine Loan, which is part of the Financing Arrangements. We will incur an estimated $8.3 million of origination fees which are reflected as a reduction of debt. For purposes of preparation of the unaudited pro forma condensed combined statements of income, we have calculated interest expense using the effective interest method and the rate as specified in the Financing Arrangement, which resulted in an effective interest rate of approximately 16.3% for the monthly interest expense due and 6.2% for the payment-in-kind accrual.

f)Represents the settlement of debt agreements historically entered into by NLOP Predecessor entities with wholly-owned affiliates of WPC, to provide funding necessary to acquire certain international assets (“parent debt”) and settlement of related accrued interest on the parent debt of $1.6 million. The amount of such debt is $98.2 million as of June 30, 2023. See Note (d) above.

g)Represents the reimbursement of estimated separation and distribution-related costs of $15.3 million incurred and paid by WPC on behalf of NLOP prior to the Separation, as specified in the Separation and Distribution Agreement.

h)NLOP Predecessor was held by a REIT pre-Spin and NLOP intends to operate and make an election to qualify as a REIT under the requirements of the Code, and as a result, the direct income tax expense is expected to be minimal. Consequently, no additional adjustments to pro forma income tax expense has been made. With respect to the Spin, NLOP Mezzanine Borrower, together with certain subsidiary/ies, expects to make taxable REIT subsidiary (“TRS”) election(s) and any TRSs will therefore be subject to U.S. federal income taxes at corporate rates. However, no pro forma adjustments for deferred income tax assets or liabilities, and related income tax expense, if any, has been reflected in the pro forma financial statements as incremental adjustments due to the uncertainties in relation to these amounts as NLOP Predecessor is in the process of evaluating which properties will be included in the TRS.

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i)Represents interest expense of $34.1 million and $73.1 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively, resulting from the interest expense under the NLOP Financing Arrangements, as described in Notes (b) and (e) above.

j)Represents removal of historically recorded intercompany interest expense associated with parent debt totaling $10.4 million and $18.9 million for the six months ended June 30, 2023 and year ended December 31, 2022, respectively. See Note (f) above for description of parent debt.

k)Represents the adjustment for the Separation and Distributions related cost of $13.8 million for the year ended December 31, 2022 resulting from estimated non-recurring transaction-related costs that are currently not reflected in the historical combined financial statements of NLOP. These estimated transaction costs consist primarily of advisor fees, legal fees, transfer taxes, and tax and accounting fees. It is assumed that these costs will not affect the statement of operations of NLOP beyond 12 months after the closing date of the Separation and Distribution.

l)For purposes of determining earnings per share, the number of basic and diluted shares outstanding has been calculated based on the number of shares assumed to be outstanding of WPC and an assumed distribution ratio of one share of NLOP common stock for every 15 shares of WPC stock outstanding. The par value of NLOP common stock will be $0.001 per share. The foregoing amounts do not reflect any equity issued by WPC after June 30, 2023.

Note 3: Autonomous Entity Adjustments

Our historical combined financial statements include an allocation of direct and reimbursable general and administrative costs and management fees of $6.6 million and $11.9 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively. Pursuant to the Advisory Agreements entered into on           , 2023 in connection with the Separation, management estimates an incremental cost that is expected to be incurred for a total amount of approximately $16 million per year, following the Separation. The adjustment represents the incremental fees needed to increase the historical allocation of general and administrative costs to $8.0 million and $16.0 million for the six months ended June 30, 2023 and the year ended December 31, 2022, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the historical results of operations and liquidity and capital resources of NLOP Predecessor (as defined below), which do not represent the historical results of operations and liquidity and capital resources of a legal entity, but rather a combination of entities under common control that have been “carved-out” of WPC’s consolidated financial statements and presented on a combined basis, in each case, in accordance with GAAP, which, collectively, is NLOP’s predecessor (the “NLOP Predecessor”). The following discussion should be read in conjunction with “Business and Properties” and the Company’s historical audited combined financial statements and related notes thereto, in each case, included elsewhere in this Information Statement. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risk, uncertainties and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. Please refer to “Risk Factors,” beginning on page 31 and “Cautionary Statement Concerning Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. For purposes of this section, references to “we,” “us,” “NLOP,” and the “Company” refer to, for periods prior to completion of the Distribution, the NLOP Predecessor, and for periods after the completion of the Distribution, NLOP Business.

The audited combined financial statements, and the discussion of the NLOP Business set forth in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” reflect a portfolio of 59 properties.

The Separation and Distribution

Prior to the Separation and Distribution, we will be a wholly-owned subsidiary of WPC. Following the Separation and the Distribution, we will be a Maryland real estate investment trust, externally managed and advised by the Advisors, which are wholly-owned affiliates of WPC, with a portfolio of 59 office properties comprising approximately 9.2 million total leasable square feet. It is expected that, on           , 2023, subject to the satisfaction or waiver of all conditions to the Distribution set forth in the Separation and Distribution Agreement, each WPC common stockholder will be entitled to receive one NLOP common share for every          shares of WPC common stock held at the close of business on the record date. For more information, see “The Separation and the Distribution,” “Management – Advisory Agreements,” and “Certain Relationships and Related Person Transactions – Agreements with WPC and its Subsidiaries.”

Basis of Presentation

The historical results of operations and liquidity and capital resources of NLOP Predecessor do not represent the historical results of operations and liquidity and capital resources of a legal entity, but rather a combination of entities under common control that have been “carved-out” of WPC’s consolidated financial statements and presented on a combined basis, in each case, in accordance with GAAP. Intercompany transactions and balances have been eliminated in combination. The preparation of the audited combined financial statements required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the audited combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

The audited combined financial statements reflect the revenues and direct expenses of the NLOP Predecessor and include material assets and liabilities of WPC that are specifically attributable to the NLOP Predecessor. NLOP Predecessor equity in the audited combined financial statements represents the excess of total assets over total liabilities. Predecessor equity is impacted by contributions from and distributions to WPC, which are the result of treasury activities and net funding provided by or distributed to WPC prior to the Separation, as well as the allocated costs and expenses.

The audited combined financial statements also include an allocation of indirect costs and expenses incurred by WPC related to the NLOP Predecessor, primarily consisting of compensation and other general and administrative costs using the relative percentage of property revenue of the NLOP Predecessor and WPC management’s

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knowledge of the NLOP Predecessor. In addition, the audited combined financial statements reflect allocation of interest expense from WPC unsecured debt, excluding debt that is specifically attributable to the NLOP Predecessor; interest expense was allocated by calculating the unencumbered net investment in real estate of each property held by the NLOP Predecessor as a percentage of WPC’s total consolidated unencumbered net investment in real estate and multiplying that percentage by the interest expense on WPC unsecured debt. The amounts allocated in the accompanying audited combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable.

Financial Highlights

During the six months ended June 30, 2023, we completed the following (as further described in the combined financial statements):

Financing and Capital Market Transactions

•We reduced our non-recourse mortgages outstanding by prepaying mortgage loans and making scheduled mortgage payments totaling $5.5 million with a weighted-average interest rate of 5.4%.

Summary Results

	Six Months Ended June 30,
(in thousands)	2023		2022
Total revenues	$	85,467	$	73,314
Net income attributable to NLOP Predecessor	7,568		12,649
Net cash provided by operating activities	43,222		38,427
Net cash used in investing activities	(2,541)		(1,778)
Net cash used in financing activities	(40,445)		(41,889)
Supplemental financial measures(1):
Funds from operations attributable to NLOP Predecessor (FFO)	42,906		41,576
Adjusted funds from operations attributable to NLOP Predecessor (AFFO)	48,102		42,658

__________________

(1)We consider Funds from operations (“FFO”) and Adjusted funds from operations (“AFFO”), supplemental measures that are not defined by U.S. generally accepted accounting principles (“GAAP”) (a “non-GAAP measure”), to be important measures in the evaluation of our operating performance. See “– Supplemental Financial Measures” below for our definition of this non-GAAP measures and a reconciliation to its most directly comparable GAAP measure.

Revenues

Total revenues increased for the six months ended June 30, 2023 as compared to the same period in 2022, primarily due to revenue of $12.0 million received from the nine properties acquired in the CPA:18 Merger.

Net Income Attributable to NLOP Predecessor

Net income attributable to NLOP Predecessor decreased for the six months ended June 30, 2023 as compared to the same period in 2022, primarily due to the impact of CPA:18 Merger, which resulted in higher depreciation and amortization expense and interest expense, partially offset by higher lease revenue.

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Key Performance Indicators

FFO

FFO increased to $42.9 million in the six months ended June 30, 2023 as compared to $41.6 million in the same period in 2022, primarily due to the accretive impact of the CPA:18 Merger.

AFFO

AFFO increased to $48.1 million in the six months ended June 30, 2023 as compared to $42.7 million in the same period in 2022, primarily due to the accretive impact of the CPA:18 Merger.

During the year ended December 31, 2022, we completed the following (as further described in the audited combined financial statements):

Investments

•We acquired nine properties upon the completion of WPC’s merger with CPA:18 on August 1, 2022 (the “CPA:18 Merger”), comprising approximately 1.1 million total leasable square feet.

Financing and Capital Market Transactions

•We reduced our non-recourse mortgages outstanding by making scheduled mortgage payments and repaying at or close to maturity a total of $36.8 million of non-recourse mortgage loans with a weighted-average interest rate of 4.3%.

During the year ended December 31, 2021, we completed the following (as further described in the audited combined financial statements):

Financing and Capital Market Transactions

•We reduced our non-recourse mortgages outstanding by making scheduled mortgage payments and prepaying a total of $255.6 million of non-recourse mortgage loans (including penalties totaling $17.2 million) with a weighted-average interest rate of 4.4%.

Summary Results for the Years Ended December 31, 2022, 2021, and 2020

	Years Ended December 31,
(in thousands)	2022		2021		2020
Total revenues	$	156,214	$	147,906	$	144,765
Net income attributable to NLOP Predecessor	15,779		1,418		16,016
Net cash provided by operating activities	84,282		75,335		73,657
Net cash used in investing activities	(22,918)		(4,184)		(4,488)
Net cash used in financing activities	(64,541)		(77,245)		(65,807)
Supplemental financial measures(1):
Funds from operations attributable to NLOP Predecessor (FFO)	78,897		59,998		73,184
Adjusted funds from operations attributable to NLOP Predecessor (AFFO)	88,718		77,497		71,841

__________________

(1)We consider Funds from operations (“FFO”) and Adjusted funds from operations (“AFFO”), supplemental measures that are not defined by U.S. generally accepted accounting principles (“GAAP”) (a “non-GAAP measure”), to be important measures in the evaluation of our operating performance. See “– Supplemental Financial Measures” below for our definition of this non-GAAP measures and a reconciliation to its most directly comparable GAAP measure.

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Revenues

Total revenues increased in 2022 as compared to 2021, primarily due to revenues of $9.8 million received from the nine properties acquired in the CPA:18 Merger.

Total revenues increased in 2021 as compared to 2020, primarily due to an increase in pass through income and strengthening of foreign currencies (primarily the Norwegian krone and British pound sterling) in relation to the U.S. dollar between the periods.

Net Income Attributable to NLOP Predecessor

Net income attributable to NLOP Predecessor increased in 2022 as compared to 2021, primarily due to higher lease revenue in relation to the additional properties from CPA:18 Merger and decrease in loss on extinguishment of debt, offset by the merger related expenses incurred in 2022.

Net income attributable to NLOP Predecessor decreased in 2021 as compared to 2020, primarily due to an increase in loss on extinguishment of debt recognized in 2021.

Key Performance Indicators

FFO

FFO increased to $78.9 million in 2022 as compared to $60.0 million in 2021, primarily due to decrease in loss on extinguishment of debt, offset by separation and distribution related costs and other in relation to the CPA:18 Merger incurred in 2022.

FFO decreased to $60.0 million in 2021 as compared to $73.2 million in 2020, primarily due to losses on extinguishment of debt incurred during 2021.

AFFO

AFFO increased to $88.7 million in 2022 as compared to $77.5 million in 2021, primarily due to lower interest expense and an increase in lease revenues in relation to the additional properties from CPA:18 Merger.

AFFO increased to $77.5 million in 2021 as compared to $71.8 million in 2020, primarily due to lower interest expense.

Known Trends and Uncertainties

COVID-19 has resulted in an increase in remote work across markets throughout the U.S. and Europe. Remote work has negatively impacted office occupancy and demand for office space. In addition, our tenants’ businesses may continue to be challenged by macroeconomic pressures, such as inflation and increasing interest rates. While these trends may create pressure on our tenants’ ability to continue to pay our rent and our ability to re-lease properties in the future on favorable terms (or at all), we believe these trends are mitigated by the nature of our portfolio. For example, our portfolio is primarily single tenant net lease and 67% of our tenants are investment grade rated. In addition, substantially all our properties are 100% occupied as of June 30, 2023, and all assets are currently paying stable rent. Most assets have long remaining lease terms, with approximately 70% of ABR maturing after 2026, which indicate that the impacts of these pressures may be spread out through 2039.

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Portfolio Summary

	June 30,			December 31,
	2023			2022			2021
ABR (in thousands)	$	141,460		$	140,572		$	120,276
Number of properties	59			59			50
Occupancy	97.1		%	97.1		%	97.1		%
Weighted-average lease term (in years)	5.7			6.2			7.0
Leasable square footage (in thousands)	9,249			9,249			8,113

Results of Operations

Comparison for the six months ended June 30, 2023 to the same period in 2022

Revenue

	Six Months Ended June 30,
(in thousands)	2023		2022		Change
Revenues
Lease revenues	$	82,996	$	70,696	$	12,300
Income from direct financing leases	882		865		17
Other lease-related income	1,589		1,753		(164)
	$	85,467	$	73,314	$	12,153

Lease Revenues

For the six months ended June 30, 2023 as compared to the same period in 2022, lease revenues increased by $12.3 million, primarily due to additional lease revenue from the nine properties acquired through the CPA:18 Merger.

Income From Direct Financing Leases.

Income from direct financing leases remained consistent during the six months ended June 30, 2023 as compared to the same period in 2022.

Other Lease-Related Income

For the six months ended June 30, 2023 as compared to the same period in 2022, other lease-related income decreased by $0.2 million, primarily due to decrease in other tenant income at a property in Chandler, Arizona.

Operating Expenses

	Six Months Ended June 30,
(in thousands)	2023		2022		Change
Operating Expenses
Depreciation and amortization	$	35,441	$	28,927	$	6,514
Reimbursable tenant costs	13,739		11,071		2,668
General and administrative	6,599		5,411		1,188
Property expenses, excluding reimbursable tenant costs	4,127		3,861		266
Separation and distribution related costs and other	1,538		317		1,221
	61,444		49,587		11,857

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Depreciation and Amortization

For the six months ended June 30, 2023 as compared to the same period in 2022, depreciation and amortization expense increased by $6.5 million, primarily due to the impact of additional expense from the nine properties acquired in the CPA:18 Merger.

Reimbursable Tenant Costs

For the six months ended June 30, 2023 as compared to the same period in 2022, reimbursable tenant costs increased by $2.7 million, primarily due to the addition of nine properties acquired as part of the CPA:18 Merger.

General and Administrative

For the six months ended June 30, 2023 as compared to the same period in 2022, general and administrative expenses increased by $1.2 million, primarily due to the nine additional properties acquired in the CPA:18 Merger along with increased general and administrative corporate expense subject to allocation. General and administrative expenses were allocated to NLOP Predecessor based on the relative percentage of annualized base rent of the NLOP Predecessor Business. The amounts allocated are not necessarily indicative of the actual amount of indirect expenses that would have been recorded had NLOP Predecessor been a separate independent entity.

Property Expenses, Excluding Reimbursable Tenant Costs

For the six months ended June 30, 2023 as compared to the same period in 2022, property expenses, excluding reimbursable tenant costs, increased by $0.3 million, primarily due to maintenance expense increase related to our properties in St. Petersburg, Florida and Plymouth, Minnesota.

Separation and Distribution Related Costs and Other

Separation and distribution related costs and other are comprised of costs related to the spin-off transaction incurred in 2023 and CPA: 18 Merger related costs incurred in 2022.

Other Income and (Expenses)

	Six Months Ended June 30,
(in thousands)	2023		2022		Change
Other Income and (Expenses)
Interest expense	$	(16,381)	$	(10,590)	$	(5,791)
Gains (losses) on extinguishment of debt and other	49		(9)		58
Provision for income taxes	(72)		(479)		407
	$	(16,404)	$	(11,078)	$	(5,326)

Interest Expense

For the six months ended June 30, 2023 as compared to the same period in 2022, interest expense increased by $5.8 million, primarily due to $5.0 million interest expense incurred related to non-recourse loans assumed in the CPA: 18 Merger. Interest expense is comprised of interest on Non-recourse mortgages, as well as interest expense on Parent debt specific to NLOP Predecessor properties and that allocated to NLOP Predecessor based on the relative percentage of unencumbered net investment in real estate of each property compared to WPC. The amounts allocated in the accompanying combined financial statements are not necessarily indicative of the actual amount of interest expense that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods. We expect increasing interest rates and higher debt balances to have a material impact on our results of operations depending on the terms we are able to obtain in new financings or refinancings.

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Gains (Losses) on Extinguishment of Debt and Other

Gains on extinguishment of debt and other remained consistent during the six months ended June 30, 2023 as compared to same period in 2022.

Provision for Income Taxes

For the six months ended June 30, 2023 as compared to the same period in 2022, provision for income taxes decreased by $0.4 million, primarily due to income tax provision for the Oslo, Norway property acquired through the CPA:18 Merger, and provision for the property in Houghton le Spring, United Kingdom.

Comparison for the year ended December 31, 2022 to the year ended December 31, 2021

Revenue

	Years Ended December 31,				Increase (Decrease)
(in thousands)	2022		2021		$		%
Revenues
Lease revenues	$	151,249	$	143,958	$	7,291	5.1	%
Income from direct financing leases	1,744		1,709		35		2.0	%
Other lease-related income	3,221		2,239		982		43.9	%
	$	156,214	$	147,906	$	8,308	5.6	%

Lease Revenues

For the year ended December 31, 2022 as compared to 2021, lease revenues increased by $7.3 million, or 5.1%, primarily due to additional lease revenue from the nine properties acquired through the CPA:18 Merger, offset by a decrease in lease revenues at our multi-tenant property in Houston, TX.

Income From Direct Financing Leases. Income from direct financing leases remained consistent during the year ended December 31, 2022 as compared to 2021.

Other Lease-Related Income

For the year ended December 31, 2022 as compared to 2021, other lease-related income increased by $1.0 million, or 43.9%, primarily due to a $0.5 million increase related to additional parking garage income at a property with the return to the office trend post COVID-19.

Operating Expenses

	Years Ended December 31,				Increase
(in thousands)	2022		2021		$		%
Operating Expenses
Depreciation and amortization	$	63,205	$	58,580	$	4,625	8.0	%
Reimbursable tenant costs	24,251		23,651		600		2.5	%
General and administrative	11,871		10,307		1,564		15.2	%
Property expenses, excluding reimbursable tenant costs	7,751		6,429		1,322		20.6	%
	$	107,078	$	98,967	$	8,111	8.2	%

Depreciation and Amortization

For the year ended December 31, 2022 as compared to 2021, depreciation and amortization expense increased by $4.6 million, or 8.0%, primarily due to the impact of properties acquired in the CPA:18 Merger, partially offset

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by the weakening of foreign currencies (primarily the euro and British pound sterling) in relation to the U.S. dollar between the periods.

Reimbursable Tenant Costs

For the year ended December 31, 2022 as compared to 2021, reimbursable tenant costs increased by $0.6 million, or 2.5%, primarily due to the addition of nine properties acquired as part of the CPA:18 Merger.

General and Administrative

For the year ended December 31, 2022 as compared to 2021, general and administrative expenses increased by $1.6 million, or 15.2%, primarily due to higher compensation expenses and increased professional fees resulting from the CPA:18 Merger. General and administrative expenses were allocated to NLOP Predecessor based on the relative percentage of annualized based rent of the NLOP Predecessor Business. The amounts allocated are not necessarily indicative of the actual amount of indirect expenses that would have been recorded had NLOP Predecessor been a separate independent entity.

Property Expenses, Excluding Reimbursable Tenant Costs

For the year ended December 31, 2022 as compared to 2021, property expenses, excluding reimbursable tenant costs, increased by $1.3 million, or 20.6%, primarily due to a maintenance expense increase related to our multi-tenant property in Houston, Texas with the return to the office trend post COVID-19.

Other Expenses

	Years Ended December 31,				Increase (Decrease)
(in thousands)	2022		2021		$		%
Other Expenses
Interest expense	$	26,841	$	28,641	$	(1,800)	(6.3)	%
Losses on extinguishment of debt and other	7		17,234		(17,227)		(100.0)	%
Provision for income taxes	486		1,646		(1,160)		(70.5)	%
	$	27,334	$	47,521	$	(20,187)	(42.5)	%

Interest Expense

For the year ended December 31, 2022 as compared to 2021, interest expense decreased by $1.8 million, or 6.3%, primarily due to the reduction of our non-recourse mortgages outstanding by repaying at or close to maturity a total of $36.8 million of non-recourse mortgage loans with a weighted-average interest rate of 4.3% throughout 2022, offset by additional interest expense from the nine properties acquired through the CPA:18 Merger. Interest expense is comprised of interest on Non-recourse mortgages, as well as interest expense on Parent debt specific to NLOP Predecessor properties and that allocated to NLOP Predecessor based on a the relative percentage of unencumbered net investment in real estate of each property compare to WPC. The amounts allocated in the accompanying audited combined financial statements are not necessarily indicative of the actual amount of interest expense that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods. We expect increasing interest rates and higher debt balances to have a material impact on our results of operations depending on the terms we are able to obtain in new financings or refinancings.

Losses on Extinguishment of Debt and Other

For the year ended December 31, 2022 as compared to 2021, losses on extinguishment of debt and other decreased by $17.2 million, or 100.0%, as there were no material extinguishment of debt losses in 2022.

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Provision for Income Taxes

For the year ended December 31, 2022 as compared to 2021, provision for income taxes decreased by $1.1 million, or 70.5%, primarily due to $0.6 million income tax benefit for the Oslo, Norway property acquired through the CPA:18 Merger, and $0.3 million provision decrease related to a property in Stavanger, Norway.

Comparison for the year ended December 31, 2021 to the year ended December 31, 2020

Revenue

	Years Ended December 31,				Increase (Decrease)
(in thousands)	2021		2020		$		%
Revenues
Lease revenues	$	143,958	$	138,907	$	5,051	3.6	%
Income from direct financing leases	1,709		3,281		(1,572)		(47.9)	%
Other lease-related income	2,239		2,577		(338)		(13.1)	%
	$	147,906	$	144,765	$	3,141	2.2	%

Lease Revenues

For the year ended December 31, 2021 as compared to 2020, lease revenues increased by $5.1 million, or 3.6%, primarily due to an increase in pass through income and strengthening of foreign currencies (primarily the Norwegian krone and British pound sterling) in relation to the U.S. dollar between the periods.

Income From Direct Financing Leases

For the year ended December 31, 2021 as compared to 2020, income from direct financing leases decreased by $1.6 million, or 47.9%, due to a reclassification from direct financing lease to operating lease during 2020 upon extension of an underlying lease.

Other Lease-Related Income

For the year ended December 31, 2021 as compared to 2020, other lease-related income decreased by $0.3 million, or 13.1%, primarily due to a decrease in parking garage income received at a property with the increase of remote work following COVID-19.

Operating Expenses

	Years Ended December 31,				Increase (Decrease)
(in thousands)	2021		2020		$		%
Operating Expenses
Depreciation and amortization	$	58,580	$	57,168	$	1,412	2.5	%
Reimbursable tenant costs	23,651		20,191		3,460		17.1	%
General and administrative	10,307		9,359		948		10.1	%
Property expenses, excluding reimbursable tenant costs	6,429		8,252		(1,823)		(22.1)	%
	$	98,967	$	94,970	$	3,997	4.2	%

Depreciation and Amortization

For the year ended December 31, 2021 as compared to 2020, depreciation and amortization expense increased by $1.4 million, or 2.5%, primarily due to the strengthening of foreign currencies (primarily the euro) in relation to the U.S. dollar between the periods.

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Reimbursable Tenant Costs

For the year ended December 31, 2021 as compared to 2020, reimbursable tenant costs increased by $3.4 million, or 17.1%, due to a winter storm in Texas during the first quarter of 2021, which resulted in a significant increase in utilities expense, along with an increase in general building repairs.

General and Administrative

For the year ended December 31, 2021 as compared to 2020, general and administrative expenses increased by $0.9 million, or 10.1%, primarily due to higher allocated stock compensation expense driven by changes in the projected payout for performance share units by WPC. General and administrative expenses were allocated to NLOP Predecessor based on the relative percentage of annualized based rent of the NLOP Predecessor Business. The amounts allocated are not necessarily indicative of the actual amount of indirect expenses that would have been recorded had NLOP Predecessor been a separate independent entity.

Property Expenses, Excluding Reimbursable Tenant Costs

For the year ended December 31, 2021 as compared to 2020, property expenses, excluding reimbursable tenant costs, decreased by $1.8 million, or 22.1%, primarily due to a maintenance expense decrease related to our multi-tenant property in Houston, Texas with the increase of remote work following COVID-19.

Other Expenses

	Years Ended December 31,				Increase (Decrease)
(in thousands)	2021		2020		$		%
Other Expenses
Interest expense	$	28,641	$	32,138	$	(3,497)	(10.9)	%
Losses on extinguishment of debt and other	17,234		841		16,393		1950.3	%
Provision for income taxes	1,646		800		846		105.6	%
	$	47,521	$	33,779	$	13,742	40.7	%

Interest Expense

For the year ended December 31, 2021 as compared to 2020, interest expense decreased by $3.5 million, or 10.9%, primarily due to the reduction of our non-recourse mortgages outstanding by prepaying or repaying at or close to maturity a total of $255.6 million of non-recourse mortgage loans with a weighted-average interest rate of 4.4%. Interest expense is comprised of interest on Non-recourse mortgages, as well as interest expense on Parent debt specific to NLOP Predecessor properties and that allocated to NLOP Predecessor based on a the relative percentage of unencumbered net investment in real estate of each property compare to WPC. The amounts allocated in the accompanying audited combined financial statements are not necessarily indicative of the actual amount of interest expense that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods.

Losses on Extinguishment of Debt and Other

For the year ended December 31, 2021 as compared to 2020, losses on extinguishment of debt and other increased by $16.4 million, or 1,950.3%, primarily related to debt prepayments during 2021.

Provision for Income Taxes

For the year ended December 31, 2021 as compared to 2020, provision for income taxes increased by $0.8 million, or 105.6%, primarily due to a $0.3 million increase related to a property in Stavanger, Norway and $0.2 million increase related to a property in Collierville, Tennessee.

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Liquidity and Capital Resources

Sources and Uses of Cash During the Year

We use the cash flow generated from our investments primarily to meet our operating expenses, capital expenditures and debt service. Our cash flows fluctuate periodically due to a number of factors, which may include, among other things: the timing of purchases and sales of real estate; the timing of the repayment of mortgage loans and receipt of lease revenues; the timing and amount of other lease-related payments; and changes in foreign currency exchange rates. Despite these fluctuations, we believe that we will generate sufficient cash from operations to meet our normal recurring short-term and long-term liquidity needs. We may also use existing cash resources and proceeds from dispositions of properties in order to meet these needs. We assess our ability to access capital on an ongoing basis. The following table summarizes the changes in cash flows for the periods presented (in thousands):

	Six Months Ended June 30,
	2023		2022		Increase (Decrease)
Net Cash Provided by Operating Activities	$	43,222	$	38,427	$	4,795
Net Cash Used in Investing Activities	(2,541)		(1,778)		(763)
Net Cash Used in Financing Activities	(40,445)		(41,889)		1,444

Provided by Operating Activities — Net cash provided by operating activities increased by $4.8 million during the six months ended June 30, 2023 as compared to the same period in 2022, primarily due to rental income from properties acquired in the CPA:18 Merger.

Net Cash Used in Investing Activities — Net cash used in investing activities increased by $0.8 million during the six months ended June 30, 2023 as compared to the same period in 2022, primarily due to capital expenditures on our property in Scottsdale, Arizona.

Net Cash Used in Financing Activities — Net cash used in financing activities decreased by $1.4 million during the six months ended June 30, 2023 as compared to the same period in 2022, primarily due to a decrease in net transfers with Parent.

	Years Ended December 31,
	2022		2021		2020		Increase (Decrease) 2022 vs 2021		Increase (Decrease) 2021 vs 2020
Net Cash Provided by Operating Activities	$	84,282	$	75,335	$	73,657	$	8,947	$	1,678
Net Cash Used in Investing Activities	$	(22,918)	$	(4,184)	$	(4,488)	$	(18,734)	$	304
Net Cash Used in Financing Activities	$	(64,541)	$	(77,245)	$	(65,807)	$	12,704	$	(11,438)

Net Cash Provided by Operating Activities — Net cash provided by operating activities increased by $8.9 million during 2022 as compared to 2021, primarily due to rental income from properties acquired in the CPA:18 Merger. Net cash provided by operating activities increased by $1.7 million during 2021 as compared to 2020, primarily due to an increase in lease revenues and lower interest expense.

Net Cash Used in Investing Activities — Net cash used in investing activities increased by $18.7 million during 2022 as compared to 2021, primarily due to cash consideration paid attributable to NLOP for the CPA:18 Merger, partially offset by the cash and restricted cash acquired with the CPA:18 properties. Net cash used in investing activities decreased by $0.3 million during 2021 as compared to 2020, primarily due to decrease in capital expenditures on real estate.

Net Cash Used in Financing Activities —Net cash used in financing activities decreased by $12.7 million during 2022 as compared to 2021, primarily due to a decrease in prepayments of mortgage principal and other debt instruments. Net cash used in financing activities increased by $11.4 million during 2021 as compared to 2020, primarily due to an increase in prepayments of mortgage and other debt instruments.

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Summary of Financing

The table below summarizes our non-recourse mortgages (in thousands):

	June 30, 2023			December 31, 2022
Carrying Value (1)
Fixed rate:
Non-recourse mortgages (2) (3)	$	126,060		$	127,794
	126,060			127,794
Variable rate:
Non-recourse mortgages (2) (3)
Floating interest rate mortgage loans	41,051			46,495
	41,051			46,495
	$	167,111		$	174,289
Percent of Non-Recourse Mortgages
Fixed rate	75.4		%	73.3		%
Variable rate	24.6		%	26.7		%
	100.0		%	100.0		%
Weighted-Average Interest Rate at End of Period
Fixed rate	4.8		%	4.9		%
Variable rate	4.6		%	4.6		%
Non-recourse mortgages	4.8		%	4.8		%

__________________

(1)Table represents external non-recourse mortgages excluding Parent debt.

(2)Aggregate debt balance includes unamortized discount, net, totaling $1.4 million and $2.0 million as of June 30, 2023 and December 31, 2022, respectively, and unamortized deferred financing costs totaling both less than $0.1 million as of June 30, 2023 and December 31, 2022, respectively.

(3)Non-recourse mortgages include the non-recourse mortgages assumed in the CPA:18 Merger.

	December 31,
	2022			2021
Carrying Value (1)
Fixed rate:
Non-recourse mortgages (2) (3)	$	127,794		$	37,476
	127,794			37,476
Variable rate:
Non-recourse mortgages (2) (3)
Floating interest rate mortgage loans	46,495			—
	46,495			—
	$	174,289		$	37,476
Percent of Non-Recourse Mortgages
Fixed rate	73.3		%	100.0		%
Variable rate	26.7		%	—		%
	100.0		%	100.0		%
Weighted-Average Interest Rate at End of Year
Fixed rate	4.9		%	5.2		%
Variable rate	4.6		%	—		%
Non-recourse mortgages	4.8		%	5.2		%

_________________

(1)Table represents external non-recourse mortgages excluding Parent debt.

(2)Aggregate debt balance includes unamortized discount, net, totaling $2.0 million and less than $0.1 million as of December 31, 2022 and 2021, respectively, and unamortized deferred financing costs totaling less than $0.1 million and less than $0.1 million as of December 31, 2022 and 2021, respectively.

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(3)Non-recourse mortgages includes the non-recourse mortgages assumed in the CPA:18 Merger.

NLOP Financing Arrangements

In connection with the Separation, on September 20, 2023, the NLOP Borrowers have entered into (i) the $335.0 million NLOP Mortgage Loan with the Lenders, and (ii) the $120.0 million NLOP Mezzanine Loan with the Lenders. No borrowings under the NLOP Financing Arrangements will be funded until the satisfaction of certain conditions, including that (i) the registration statement on Form 10 of which this information statement is a part shall have been declared effective by the SEC; (ii) the common shares shall have been approved for listing on the NYSE (or other nationally recognized stock exchange); and (iii) WPC shall have authorized and declared the Distribution to be effected on or prior to November 10, 2023, and only upon our request. NLOP expects that the NLOP Financing Arrangements will be structured to provide it with the ability to engage in dispositions of assets as contemplated by its overall strategy and intends to pay down the NLOP Financing Arrangements with proceeds from such dispositions and cash flow from rent on its properties.

Of the net proceeds from the NLOP Financing Arrangements, $356.5 million is expected to be transferred to WPC in accordance with the Separation and Distribution Agreement. The remainder of the proceeds is anticipated to be used to pay fees and expenses related to the origination of the NLOP Financing Arrangements and other transaction costs, be deposited with the Lenders in satisfaction of the reserve requirements pursuant to the NLOP Financing Arrangements and for other general corporate expenses. As a result of these transactions, following the completion of the Separation, net of capitalized financing costs, NLOP expects to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.

For additional information regarding the NLOP Financing Arrangements, refer to the section entitled “Description of Material Indebtedness.”

Cash Requirements and Liquidity

At June 30, 2023, our cash resources consisted of the following:

•cash and cash equivalents totaling $5.5 million. Of this amount, $2.8 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

•unencumbered properties that had an aggregate asset carrying value of approximately $1.1 billion at June 30, 2023, although there can be no assurance that we would be able to obtain financing for these properties.

As of June 30, 2023, scheduled debt principal payments total $1.7 million through December 31, 2023 and $36.8 million through December 31, 2024.

During the next 12 months following June 30, 2023 and thereafter, we expect that our significant cash requirements will include:

•making scheduled principal and balloon payments on our debt obligations, totaling $35.9 million;

•making scheduled interest payments on our debt obligations (future interest payments total $55.5 million, with $13.2 million due during the next 12 months);

•funding future capital commitments and tenant improvement allowances; and

•other normal recurring operating expenses.

At December 31, 2022, our cash resources consisted of the following:

•cash and cash equivalents totaling $4.7 million. Of this amount, $1.9 million, at then-current exchange rates, was held in foreign subsidiaries, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

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•unencumbered properties that had an aggregate asset carrying value of approximately $840.0 million at December 31, 2022, although there can be no assurance that we would be able to obtain financing for these properties.

As of December 31, 2022, scheduled debt principal payments total $3.3 million through December 31, 2023 and $42.3 million through December 31, 2024.

During the next 12 months following December 31, 2022 and thereafter, we expect that our significant cash requirements will include:

•making scheduled principal and balloon payments on our debt obligations, totaling $3.3 million;

•making scheduled interest payments on our debt obligations (future interest payments total $63.5 million, with $14.4 million due during the next 12 months);

•funding future capital commitments and tenant improvement allowances; and

•other normal recurring operating expenses.

We expect to fund these cash requirements through cash generated from operations and cash received from dispositions of properties. We may also choose to prepay certain of our non-recourse mortgage loan obligations, depending on our capital needs and improvements in market conditions at that time.

Our liquidity could be adversely affected by refinancing debt at higher interest rates, unanticipated costs, and greater-than-anticipated operating expenses.

Certain amounts disclosed above are based on the applicable foreign currency exchange rate at December 31, 2022.

Environmental Obligations

In connection with the purchase of many of our properties, we required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that our properties were in substantial compliance with federal, state, and foreign environmental statutes at the time the properties were acquired. However, it is possible that portions of certain properties have been subject to some degree of contamination, such as leakage from underground storage tanks, surface spills, or other on-site activities. We believe that the ultimate resolution of any environmental matters would not have a material adverse effect on our financial condition, liquidity, or results of operations. We record environmental obligations within accounts payable, accrued expenses and other liabilities in the combined financial statements. See “Risk Factors – We, our tenants and our properties are subject to various federal, state and local regulatory requirements, such as environmental laws, state and local fire and safety requirements, building codes and land use regulations” for further discussion of potential environmental risks.

Critical Accounting Policies and Estimates

Our significant accounting policies are described in Note 3 to the audited combined financial statements included elsewhere in this information statement. Many of these accounting policies require judgment and the use of estimates and assumptions when applying these policies in the preparation of our combined financial statements. On a quarterly basis, we evaluate these estimates and judgments based on historical experience as well as other factors that we believe to be reasonable under the circumstances. These estimates are subject to change in the future if underlying assumptions or factors change. Certain accounting policies, while significant, may not require the use of estimates. Those accounting policies that require significant estimation and/or judgment are described under Critical Accounting Policies and Estimates in Note 3 to the audited combined financial statements included elsewhere in this information statement.

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Supplemental Financial Measures

In the real estate industry, analysts and investors employ certain non-GAAP supplemental financial measures in order to facilitate meaningful comparisons between periods and among peer companies. Additionally, in the formulation of our goals and in the evaluation of the effectiveness of our strategies, we use Funds from Operations (“FFO”) and AFFO, which are non-GAAP measures defined by our management. We believe that these measures are useful to investors to consider because they may assist them to better understand and measure the performance of our business over time and against similar companies. A description of FFO and AFFO and reconciliations of these non-GAAP measures to the most directly comparable GAAP measures are provided below.

Funds from Operations and Adjusted Funds from Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”), an industry trade group, has promulgated a non-GAAP measure known as FFO, which we believe to be an appropriate supplemental measure, when used in addition to and in conjunction with results presented in accordance with GAAP, to reflect the operating performance of a REIT. The use of FFO is recommended by the REIT industry as a supplemental non-GAAP measure. FFO is not equivalent to, nor a substitute for, net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as restated in December 2018. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, impairment charges on real estate, gains or losses on changes in control of interests in real estate, and depreciation and amortization from real estate assets; and after adjustments for unconsolidated partnerships and jointly owned investments. Adjustments for unconsolidated partnerships and jointly owned investments are calculated to reflect FFO.

We also modify the NAREIT computation of FFO to adjust GAAP net income for certain non-cash charges, such as amortization of real estate-related intangibles, deferred income tax benefits and expenses, straight-line rent and related reserves, other non-cash rent adjustments, non-cash allowance for credit losses on loans receivable and direct financing leases, stock-based compensation, non-cash environmental accretion expense, amortization of discounts and premiums on debt, and amortization of deferred financing costs. Our assessment of our operations is focused on long-term sustainability and not on such non-cash items, which may cause short-term fluctuations in net income but have no impact on cash flows. Additionally, we exclude non-core income and expenses, such as gains or losses from extinguishment of debt, and spin-off expenses. We also exclude realized and unrealized gains/losses on foreign currency exchange movements, which are not considered fundamental attributes of our business plan and do not affect our overall long-term operating performance. We refer to our modified definition of FFO as AFFO. We exclude these items from GAAP net income to arrive at AFFO as they are not the primary drivers in our decision-making process and excluding these items provides investors a view of our portfolio performance over time and makes it more comparable to other REITs. We use AFFO as one measure of our operating performance when we formulate corporate goals and evaluate the effectiveness of our strategies.

We believe that AFFO is a useful supplemental measure for investors to consider as we believe it will help them to better assess the sustainability of our operating performance without the potentially distorting impact of these short-term fluctuations. However, there are limits on the usefulness of AFFO to investors. For example, impairment charges and unrealized foreign currency losses that we exclude may become actual realized losses upon the ultimate disposition of the properties in the form of lower cash proceeds or other considerations. We use our FFO and AFFO measures as supplemental financial measures of operating performance. We do not use our FFO and AFFO measures as, nor should they be considered to be, alternatives to net income computed under GAAP, or as alternatives to net cash provided by operating activities computed under GAAP, or as indicators of our ability to fund our cash needs.

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FFO and AFFO for NLOP Predecessor were as follows (in thousands):

	Six Months Ended June 30,
	2023		2022
Net income attributable to NLOP Predecessor	$	7,568	$	12,649
Adjustments:
Depreciation and amortization of real property	35,441		28,927
Proportionate share of adjustments for noncontrolling interests	(103)		—
Total adjustments	35,338		28,927
FFO (as defined by NAREIT) attributable to NLOP Predecessor	42,906		41,576
Adjustments:
Separation and distribution related costs and other (1)	1,538		317
Stock-based compensation	1,613		1,546
Amortization of deferred financing costs	2,003		7
Straight-line and other leasing and financing adjustments	(1,205)		(1,204)
Above and below-market lease intangible lease amortization, net	1,816		374
Tax benefit – deferred and other	(676)		(152)
Other amortization and non-cash charges	182		185
Proportionate share of adjustments for noncontrolling interests	(26)		—
Other gains and losses (2)	(49)		9
Total adjustments	5,196		1,082
AFFO attributable to NLOP Predecessor	$	48,102	$	42,658
Summary
FFO (as defined by NAREIT) attributable to NLOP Predecessor	$	42,906	$	41,576
AFFO attributable to NLOP Predecessor	$	48,102	$	42,658

__________________

(1)Amount for the six months ended June 30, 2022 relates to the CPA:18 Merger.

(2)Primarily comprised of gains and losses on extinguishment of debt, and foreign currency transactions.

While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures.

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FFO and AFFO for NLOP Predecessor were as follows (in thousands):

	Years Ended December 31,
	2022		2021		2020
Net income attributable to NLOP Predecessor	$	15,779	$	1,418	$	16,016
Adjustments:
Depreciation and amortization of real property	63,205		58,580		57,168
Proportionate share of adjustments for noncontrolling interests	(87)		—		—
Total adjustments	63,118		58,580		57,168
FFO (as defined by NAREIT) attributable to NLOP Predecessor	78,897		59,998		73,184
Adjustments:
Separation and distribution related costs and other (1)	6,025		—		—
Stock-based compensation	3,161		2,398		1,622
Amortization of deferred financing costs	2,913		1,385		1,587
Straight-line and other leasing and financing adjustments	(2,809)		(3,039)		(5,456)
Above and below-market lease intangible lease amortization, net	1,959		834		863
Tax benefit – deferred and other	(1,043)		(227)		(101)
Other amortization and non-cash charges	(370)		(1,086)		(699)
Proportionate share of adjustments for noncontrolling interests	(22)		—		—
Other gains and losses (2)	7		17,234		841
Total adjustments	9,821		17,499		(1,343)
AFFO attributable to NLOP Predecessor	$	88,718	$	77,497	$	71,841
Summary
FFO (as defined by NAREIT) attributable to NLOP Predecessor	$	78,897	$	59,998	$	73,184
AFFO attributable to NLOP Predecessor	$	88,718	$	77,497	$	71,841

__________________

(1)Amount for the year ended December 31, 2022 relates to the CPA:18 Merger.

(2)Primarily comprised of gains and losses on extinguishment of debt, and foreign currency transactions.

While we believe that FFO and AFFO are important supplemental measures, they should not be considered as alternatives to net income as an indication of a company’s operating performance. These non-GAAP measures should be used in conjunction with net income as defined by GAAP. FFO and AFFO, or similarly titled measures disclosed by other REITs, may not be comparable to our FFO and AFFO measures.

Quantitative and Qualitative Disclosures About Market Risk.

Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, and equity prices. The primary market risks that we are exposed to are interest rate risk and foreign currency exchange risk.

We are also exposed to further market risk as a result of tenant concentrations in certain industries and/or geographic regions, since adverse market factors can affect the ability of tenants in a particular industry/region to meet their respective lease obligations. In order to manage this risk, we view our collective tenant roster as a portfolio and we attempt to diversify such portfolio so that we are not overexposed to a particular industry or geographic region.

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Interest Rate Risk

The values of our real estate and related fixed-rate debt obligations, as well as the values of our unsecured debt obligations, are subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions (including the ongoing impact of the COVID-19 pandemic) and changes in the creditworthiness of lessees, which may affect our ability to refinance property-level non-recourse mortgages when balloon payments are scheduled, if we do not choose to repay the debt when due. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. Increases in interest rates may also have an impact on the credit profile of certain tenants.

We are exposed to the effects of interest rate changes as a result of borrowings used to maintain liquidity and to fund the financing and refinancing of our real estate investment portfolio and operations. Our profitability and the value of our real estate investment portfolio may be adversely affected during any period as a result of interest rate changes. We expect increasing interest rates and higher debt balances to have a material impact on our results of operations depending on the terms we are able to obtain in new financings or refinancings, including any refinancing activities related to the approximately $33.6 million in outstanding indebtedness under our existing mortgages that will mature in 2024.

We have borrowed funds at a combination of fixed and variable rates. Interest rate fluctuations will generally not affect future earnings or cash flows on fixed rate debt unless such debt matures or is otherwise terminated. However, interest rate changes will affect the fair value of fixed rate instruments. Movements in interest rates on variable rate debt could change future earnings and cash flows, but not significantly affect the fair value of the debt. However, changes in required risk premiums would result in changes in the fair value of variable rate instruments.

At June 30, 2023, fixed-rate debt comprises 75.4% of our Non-recourse mortgages and variable-rate debt comprises 24.6%.

Our debt obligations are more fully described above under “Liquidity and Capital Resources – Summary of Financing.” The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at June 30, 2023 (in thousands):

	2023		2024		2025		2026		2027		Thereafter		Total		Fair Value
Fixed-rate debt (1)	$	1,668	$	35,115	$	84,603	$	7,540	$	—	$	—	$	128,926	$	122,879
Variable-rate debt (1)	$	—	$	—	$	39,612	$	—	$	—	$	—	$	39,612	$	39,381

__________________

(1)Amounts are based on the exchange rate at June 30, 2023, as applicable.

At December 31, 2022, fixed-rate debt comprises 73.3% of our Non-recourse mortgages and variable-rate debt comprises 26.7%.

Our debt obligations are more fully described above under “Liquidity and Capital Resources – Summary of Financing.” The following table presents principal cash flows based upon expected maturity dates of our debt obligations outstanding at December 31, 2022 (in thousands):

	2023		2024		2025		2026		2027		Thereafter		Total		Fair Value
Fixed-rate debt (1)	$	3,179	$	36,162	$	84,603	$	7,540	$	—	$	—	$	131,484	$	123,857
Variable-rate debt (1)	$	99	$	2,858	$	41,811	$	—	$	—	$	—	$	44,768	$	43,601

__________________

(1)Amounts are based on the exchange rate at December 31, 2022, as applicable.

Annual interest expense on our variable-rate debt at June 30, 2023 and December 31, 2022 would increase or decrease by $0.4 million, for each respective 1% change in annual interest rates.

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Foreign Currency Exchange Rate Risk

We own international investments in Europe, and as a result are subject to risk from the effects of exchange rate movements in three foreign currencies, primarily the Norwegian krone, British pound sterling, and euro which may affect future costs and cash flows. We have obtained, and may in the future obtain, non-recourse mortgage financing in the local currency. Volatile market conditions arising from macroeconomic factors, may result in significant fluctuations in foreign currency exchange rates. To the extent that currency fluctuations increase or decrease rental revenues, as translated to U.S. dollars, the change in debt service (comprised of principal and interest, excluding balloon payments), as translated to U.S. dollars, will partially offset the effect of fluctuations in revenue and, to some extent, mitigate the risk from changes in foreign currency exchange rates. We estimate that, for a 1% increase or decrease in the exchange rate between the Norwegian krone, British pound sterling, or euro and U.S. dollar, there would be a corresponding change in the projected estimated cash flow (scheduled future rental revenues, net of scheduled future debt service payments for the next 12 months) for our combined foreign operations at June 30, 2023 of less than $0.1 million for all three foreign currencies, and December 31, 2022 of $0.1 million, less than $0.1 million, and less than $0.1 million, respectively.

Concentration of Credit Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. The Company is subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, geographies or industries could result in a material reduction of our cash flows or material losses to us.

The factors we consider in determining the credit risk of our tenants include, but are not limited to: payment history; credit status (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality and diversity of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.

For the six months ended June 30, 2023, our combined portfolio as set forth in our unaudited combined financial statements had the following significant characteristics, based on the percentage of our combined total revenues:

•91% related to domestic operations; which included concentrations of 31% and 16% in Texas and Minnesota, respectively; and

•9% related to international operations.

For the year ended December 31, 2022, our combined portfolio as set forth in our audited combined financial statements had the following significant characteristics, based on the percentage of our combined total revenues:

•91% related to domestic operations; which included concentrations of 33% and 15% in Texas and Minnesota, respectively; and

•9 % related to international operations.

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BUSINESS AND PROPERTIES

Except as otherwise indicated or unless the context otherwise requires, the descriptions of NLOP’s Business, portfolio and other information related to NLOP described in this section assume the completion of the Separation and the Distribution on the terms anticipated in this Information Statement. The Separation and Distribution may not occur on the terms anticipated, or at all, and, as such all such descriptions are forward-looking statements. See the sections entitled “Cautionary Statement Concerning Forward-Looking Statements” and “Risk Factors” for more information.

About Net Lease Office Properties

NLOP was formed as a real estate investment trust under Maryland law, primarily to manage and monetize a diversified portfolio of 59 office properties comprising approximately 9.2 million total leasable square feet. Almost all of NLOP’s properties are located in the United States, except for five properties located in Europe. NLOP’s properties are primarily leased to corporate tenants on a single-tenant, net-lease basis. NLOP’s net leases generally specify a base rent with rent increases and require the tenant to pay substantially all costs associated with operating and maintaining the property.

NLOP’s business plan is to focus on realizing value for its shareholders primarily through strategic asset management and disposition of its property portfolio over time. NLOP anticipates using the proceeds of dispositions to pay down debt and pay distributions to its shareholders.

As of June 30, 2023, NLOP’s portfolio comprised 62 corporate tenants operating in a variety of industries, generating ABR of approximately $141.5 million, of which approximately 96.8% included fixed or inflation-linked rent increases.1 Approximately 67% of NLOP’s ABR comes from investment grade rated tenants, including companies such as JPMorgan Chase, FedEx, Google, and CVS Health. NLOP’s tenants have exhibited a strong track record of making scheduled rental payments throughout various economic environments, including the recent COVID-19 pandemic, where the NLOP Business had rent collections that remained at or above 99.9% throughout 2020, 2021 and 2022, and through June 30, 2023.

As of June 30, 2023, the WALT of the portfolio was 5.7 years. Leases accounting for less than 0.1% of NLOP’s ABR expire in 2023 and leases accounting for over 44% of ABR expire after 2028. In addition, as of June 30, 2023, NLOP’s overall portfolio net-leased square footage was 97.1% occupied, with 54 out of 59 of its properties at 100% occupancy. As of June 30, 2023, the gross book value of the NLOP Business was approximately $1.7 billion. As of June 30, 2023, portfolio includes approximately 1.5 million square feet of Green-Certified Buildings, 4 LEED-Certified Buildings and 1 BREEAM-Certified Building.

NLOP’s U.S. portfolio comprises 54 properties (approximately 7.9 million net-leased square feet), including 3 LEED-Certified Buildings, that were 96.8% occupied and leased to 57 corporate tenants, generating approximately 89.0% of total portfolio ABR, located in the following 18 states: Arizona, California, Florida, Georgia, Illinois, Iowa, Massachusetts, Michigan, Minnesota, Missouri, New Jersey, New Mexico, North Carolina, Pennsylvania, Tennessee, Texas, Virginia, and Wisconsin. NLOP’s European portfolio comprises five properties (approximately 0.8 million net-leased square feet), including 1 LEED-Certified Building and 1 BREEAM-Certified Building, that were 100.0% occupied and leased to five corporate tenants, generating approximately 11.0% of total portfolio ABR,

1 Inclusive of ABR for the recently re-leased CVS Health campus in Scottsdale, AZ, which converts to a fixed rent increase structure upon completion of an in-process renovation, which is anticipated to occur in the first half of 2024.

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located in Norway, Poland and the United Kingdom. The maps below indicate the approximate locations of NLOP’s assets in each region.

United States	Europe

NLOP is expected to be externally managed and advised by the Advisors, which are wholly-owned affiliates of WPC, which is the second largest net lease REIT with an enterprise value of approximately $23 billion as of June 30, 2023 and a 50-year history of owning and managing net lease real estate. Immediately prior to the completion of the Distribution, NLOP will be a wholly-owned subsidiary of WPC, which previously acquired and managed the properties owned by NLOP and therefore has extensive experience and knowledge of them. NLOP believes WPC has the necessary capabilities, systems and experience required to successfully manage NLOP through the Advisors, including asset management, legal, finance, and accounting. Concurrently with or prior to the Distribution, NLOP and the Advisors will enter into the Advisory Agreements, pursuant to which the Advisors will provide it with strategic management services, including asset management, property disposition support and various related services. NLOP will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to it. For more information, see “The Separation and the Distribution – Related Agreements,” “Management – Advisory Agreements,” and “Certain Relationships and Related Person Transactions – Agreements with WPC and its Subsidiaries.”

Competitive Strengths

Experienced and Well-Regarded Advisors with Proven Track Record of Proactive Asset Management and Value Creation. Over the course of its 50-year history, the WPC management team has developed significant expertise in the single-tenant office real estate sector, including the operation, leasing, acquisition, and development of assets through many market cycles, and has a proven track record of execution. In addition, WPC has considerable experience maximizing value by repositioning assets through re-leasing, restructuring, and dispositions. NLOP believes that WPC’s senior management team’s knowledge and expertise, as well as its deep and long-standing relationships within the single-tenant office market, will provide it with unique market insights, and help facilitate NLOP’s plan to maximize the value of its portfolio.

High-Quality, Diversified Net Leased Portfolio with Favorable Exposure to Investment Grade Credit. NLOP’s portfolio consists of 59 properties diversified by tenant, geography, and industry. The portfolio includes tenants operating across a wide range of industries, including financial services, health care, government services, and telecommunications, among others, located across 18 states in the United States and three countries in Europe. As of June 30, 2023, no single tenant or wholly-owned subsidiary represents more than 13% of the total portfolio ABR and approximately 67% of ABR was generated from investment grade rated tenants. NLOP believes the diversity of its portfolio, and the high credit quality of its tenants will provide a strong, stable source of recurring cash flow, with built-in rent growth.

Consistent Performance Through Market Cycles / COVID-19 Performance. Throughout the COVID-19 pandemic, the NLOP Business’ rent collections remained at or above 99.9%. NLOP believes this performance demonstrates the resiliency of its tenant base and the importance of these properties to its tenants’ business operations. See “Historical Rent Collection” below for NLOP’s properties collection performance since the onset of the COVID-19 pandemic.

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Contractual Rent Increases and Limited Operating Costs Protect Against Inflation. More than 96% of NLOP’s leases benefit from contractual rent increases, including 21% that have contractual rent increases tied to the Consumer Price Index (CPI). In addition, NLOP has limited property-level operating costs and capital expenditure investment obligations during the remaining term of in-place leases as the properties are primarily subject to net leases where the tenant is responsible for maintaining the property and nearly all of the operating expenses at the property. NLOP also has limited entity operating costs since it is structured as an externally managed REIT through the Advisory Agreements with the Advisors, which NLOP believes will ensure further consistency in its overall cost structure and cash use, and actively scale in response to the completion of dispositions. As a result of the foregoing, its business has built-in protections to mitigate inflation risks.

Staggered Lease Terms. As of June 30, 2023, the portfolio’s WALT was approximately 5.7 years, with leases accounting for over 44% of its ABR expiring after 2028. Furthermore, through 2029, leases representing no more than 16% of ABR expire in a given year. See “NLOP Tenant Lease Expirations and Renewals” below for NLOP’s lease expirations by year.

Financing

As of June 30, 2023, 14 properties were encumbered by 11 outstanding mortgages totaling approximately $168.5 million. In addition, in connection with the Separation, on September 20, 2023, the NLOP Borrowers have entered into (i) the $335.0 million NLOP Mortgage Loan with the Lenders, and (ii) the $120.0 million NLOP Mezzanine Loan with the Lenders, both of which are expected to be funded, subject to the satisfaction of certain conditions, substantially concurrently with the Separation. As a result of these transactions, following the completion of the Separation, net of capitalized financing costs, NLOP expects to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.

The NLOP Financing Arrangements are structured to provide it with the ability to engage in dispositions of assets as contemplated by its overall strategy and intends to pay down the NLOP Financing Arrangements with proceeds from such dispositions and cash flow from rent on its properties. As of the date that the NLOP Financing Arrangements were entered into, based on the appraisals provided to the Lenders, NLOP had a loan-to-value ratio of approximately 43% with respect to the Mortgaged Properties, implying a value of approximately $163 per square foot for the Mortgaged Properties.

For additional information regarding the NLOP Financing Arrangements, refer to the section entitled “Description of Material Indebtedness.”

Asset Management

WPC believes that proactive asset management is essential to maintaining and enhancing property values. Important aspects of asset management include entering into new or modified transactions to meet the evolving needs of current tenants, re-leasing properties, credit and real estate risk analysis, building expansions and redevelopments, maximizing value by repositioning assets, sustainability and efficiency analysis and retrofits, and dispositions. NLOP’s Advisors are expected to regularly engage directly with tenants and form working relationships with their decision makers in order to provide proactive solutions and to obtain an in-depth, real-time understanding of tenant credit. Through both engagement with its own tenants and analysis of markets in which it operates, WPC will establish views on the fundamental drivers of value for NLOP’s assets.

NLOP’s Advisors will monitor compliance by tenants with their lease obligations and other factors that could affect the financial performance of any of its real estate investments on an ongoing basis. NLOP’s Advisors will also review financial statements of NLOP’s tenants and periodically analyze each tenant’s financial condition, the industry in which each tenant operates and each tenant’s relative strength in its industry. Additionally, NLOP’s Advisors are expected to undertake physical inspections of the condition and maintenance of NLOP’s real estate investments. NLOP believes its Advisors’ in-depth understanding of its tenants’ businesses and direct relationships with their management teams will provide strong visibility into potential issues and opportunities. NLOP’s Advisors’ business intelligence platform is also expected to provide real-time information, allowing asset managers to work with tenants to enforce lease provisions, and where appropriate, consider lease modifications.

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NLOP’s Advisors will be generally responsible for all aspects of its operations including but not limited to formulating and evaluating the terms of each proposed disposition, arranging and executing the disposition of each asset, negotiating and monitoring the terms of its borrowings, preparing and filing its financial statements and required filings with the SEC and other management services.

Structural Considerations Related to The Separation

NLOP plans to elect to be treated as a REIT for U.S. federal income tax purposes, commencing with the taxable year in which the Distribution occurs, and NLOP intends to maintain its status as a REIT for U.S. federal income tax purposes in future periods.

NLOP intends to hold a number of properties indirectly through one or more subsidiary REITs. In addition, some of the assets may be held directly or indirectly through a TRS. A TRS is a subsidiary of a REIT that is subject to federal, state, and local income taxes, as applicable. NLOP’s use of a TRS enables it (or a subsidiary REIT) to engage in certain business activities while complying with the REIT qualification requirements and to retain any income generated by these businesses for reinvestment, debt service, or general corporate purposes, without the requirement to distribute those earnings. In addition, holding properties through a TRS will allow NLOP to better facilitate dispositions of its properties. Income from operations and gains from the sale of property by a TRS will be subject to tax at the TRS level at corporate tax rates. The current U.S. federal income tax rate applicable to corporations is 21%.

NLOP expects to assume approximately $168.5 million of in-place mortgages on 14 office properties. In addition to the in-place mortgages, in connection with the Separation, on September 20, 2023, the NLOP Borrowers have entered into the $455.0 million NLOP Financing Arrangements with the Lenders. No borrowings under the NLOP Financing Arrangements will be funded until the satisfaction of certain conditions, including that (i) the registration statement on Form 10 of which this information statement is a part shall have been declared effective by the SEC; (ii) the common shares shall have been approved for listing on the NYSE (or other nationally recognized stock exchange); and (iii) WPC shall have authorized and declared the Distribution to be effected on or prior to November 10, 2023, and only upon our request.

Of the proceeds under the NLOP Financing Arrangements, $356.5 million is expected to be transferred to WPC in accordance with the Separation and Distribution Agreement. The remainder of the proceeds are anticipated to be used to pay fees and expenses related to the origination of the NLOP Financing Arrangements, other transaction costs, be deposited with the Lenders in satisfaction of the reserve requirements pursuant to the NLOP Financing Arrangements and to finance working capital needs. As a result of these transactions, following the completion of the Separation, net of capitalized financing costs, NLOP is expected to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.

NLOP’s U.S. Assets as of June 30, 2023:

#	Primary Tenant	Industry	Credit(1)	City	State	SF(2)	ABR (in thousands)	Rent Increase Type	Date of Next Increase	WALT(3)
1	KBR, Inc.⁴	Construction & Engineering	Non-IG	Houston	Texas	1,062,746⁵	$18,179	Fixed: One-time 7.78%	Jan-27	6.8
2	FedEx Corporation	Air Freight & Logistics	IG	Collierville	Tennessee	390,380	$5,450	Fixed: 0.75% annually	Oct-23	16.4
3	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	442,542	$4,952	Fixed: 2.00% annually	Feb-24	3.6
4	JPMorgan Chase Bank, N.A.	Diversified Banks	IG	Fort Worth	Texas	384,246	$4,661	CPI: 0.0% Floor / 2.0% Cap	Mar-24	6.7
5	McKesson Corporation (US Oncology)	Health Care Distributors	IG	The Woodlands	Texas	204,063	$4,406	Fixed: 4.88% every 3 yrs	Jan-24	0.6
6	CVS Health Corporation	Health Care Services	IG	Scottsdale	Arizona	354,888	$4,300	None6	N/A	15.5
7	Omnicom Group, Inc.	Advertising	IG	Playa Vista	California	120,000	$3,961	None	N/A	5.3

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8	Pharmaceutical Product Development, LLC	Pharmaceuticals	IG	Morrisville	North Carolina	219,812	$3,905	Fixed: 2.00% annually	Oct-23	10.4
9	Orbital ATK, Inc.	Aerospace & Defense	IG	Plymouth	Minnesota	191,336	$3,746	Fixed: 2.00% annually	Dec-23	1.4
10	R.R. Donnelley & Sons Company	Commercial Printing	Non-IG	Warrenville	Illinois	167,215	$3,261	Fixed: 2.00% annually	Sep-23	4.3
11	Board of Regents, State of Iowa	Government Related Services	IG	Coralville	Iowa	191,700	$3,254	CPI: 0.0% Floor / No Cap	Nov-25	7.3
12	Caremark RX, L.L.C.⁴	Health Care Services	IG	Chandler	Arizona	183,000⁵	$3,213	Fixed: $0.50/SF annually	Dec-23	0.9
13	Bankers Financial Corporation⁴	Property & Casualty Insurance	Non-IG	St. Petersburg	Florida	167,581⁵	$3,073	Fixed: 2.50% annually	Aug-24	5.1
14	DMG MORI SEIKI U.S.A., INC.7	Industrial Machinery	IG	Hoffman Estates	Illinois	104,598	$3,027	Fixed: One-time 12.00% in '19	N/A	6.3
15	JPMorgan Chase Bank, N.A.	Diversified Banks	IG	Tampa	Florida	176,150	$2,934	CPI: 0.0% Floor / 2.0% Cap	Mar-24	6.7
16	Exelon Generation Company, LLC	Electric Utilities	IG	Warrenville	Illinois	146,745	$2,862	Fixed: $0.50/SF annually	Jul-24	3.0
17	Google, LLC	Internet Software & Services	IG	Venice	California	67,681	$2,844	Fixed: 3.00% annually	Jan-24	2.3
18	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	227,666	$2,831	Fixed: 2.00% annually	Feb-24	3.6
19	ICU MEDICAL, INC.⁴	Health Care Supplies	Non-IG	Plymouth	Minnesota	182,250	$2,770	Fixed: 3.25% annually	Feb-24	4.2
20	Intuit Inc.	Internet Software & Services	IG	Plano	Texas	166,033	$2,577	Fixed: 'One-time $2.00/SF in '21	N/A	3.0
21	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	144,864	$2,522	Fixed: 2.00% annually	Feb-24	3.6
22	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	202,608	$2,519	Fixed: 2.00% annually	Feb-24	3.6
23	AVT Technology Solutions LLC	Technology Distributors	IG	Tempe	Arizona	132,070	$2,405	Fixed: 3.00% annually	N/A	0.6
24	Veritas Bermuda, LTD	Systems Software	Non-IG	Roseville	Minnesota	136,125	$2,167	Fixed: 2.00% annually	Dec-23	9.4
25	Cenlar FSB	Regional Banks	Non-IG	Yardley	Pennsylvania	105,584	$2,000	Fixed: 2.70% annually	Jan-24	5.0
26	Raytheon Company	Aerospace & Defense	IG	Tucson	Arizona	143,650	$1,978	CPI: 0.0% Floor / 2.0% Cap	Apr-24	8.8
27	iHeartCommunications, Inc.	Broadcasting	Non-IG	San Antonio	Texas	120,147	$1,971	Fixed: 2.00% annually	Feb-24	11.6
28	Cofinity, Inc./Aetna Life Insurance Co.⁴	Multi-line Insurance	IG	Southfield	Michigan	94,453⁵	$1,907	Fixed: One-time 6.90% in '23	N/A	1.6
29	Arbella Service Company, Inc.	Property & Casualty Insurance	IG	Quincy	Massachusetts	132,160	$1,850	Fixed: 'One-time $1.00/SF in '22	N/A	3.9
30	ICF Consulting Group, Inc.	IT Consulting & Other Services	Non-IG	Martinsville	Virginia	93,333	$1,725	CPI: 0.0% Floor / No Cap	Jan-24	3.6
31	Safelite Group, Inc.	Specialized Consumer Services	Non-IG	Rio Rancho	New Mexico	94,649	$1,473	Fixed: 2.00% annually	Jan-24	5.9
32	Acosta, Inc.	Advertising	Non-IG	Jacksonville	Florida	88,062	$1,453	Fixed: $0.50/SF annually	Jul-24	4.1
33	Master Lock Company, LLC	Building Products	Non-IG	Oak Creek	Wisconsin	120,883	$1,409	Fixed: 2.00% annually	Jun-24	8.9
34	JPMorgan Chase Bank, N.A.⁴	Diversified Banks	IG	Tampa	Florida	135,666⁵	$1,360	CPI: 0.0% Floor / 2.0% Cap	Mar-24	1.7
35	Midcontinent Independent Stm Op Inc	Electric Utilities	IG	Eagan	Minnesota	60,463	$1,118	Fixed: $0.25/SF annually	Mar-24	2.7

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36	Emerson Electric Co.	Industrial Machinery	IG	Houston	Texas	52,144	$1,056	Fixed: $0.50/SF annually	Nov-23	2.3
37	North American Lighting, Inc.	Auto Parts & Equipment	Non-IG	Farmington Hills	Michigan	75,286	$1,032	Fixed: 2.50% annually	Apr-24	2.8
38	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	San Marcos	Texas	47,000	$1,013	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
39	International Business Machines Corporation	IT Consulting & Other Services	IG	Hartland	Wisconsin	81,082	$909	CPI: 0.0% Floor / No Cap	Dec-23	2.4
40	Pioneer Credit Recovery, Inc.⁴	Diversified Support Services	Non-IG	Moorestown	New Jersey	65,567	$899	Fixed: 2.50% annually	Jan-24	1.6
41	Arcfield Acquisition Corporation	Aerospace & Defense	Non-IG	King of Prussia	Pennsylvania	88,578	$851	Fixed: One-time 17.50% in '23	N/A	3.1
42	Charter Communications Operating, LLC	Cable & Satellite	Non-IG	Bridgeton	Missouri	78,080	$781	Fixed: $0.50/SF annually	Apr-24	1.8
43	Carhartt, Inc.	Apparel, Accessories & Luxury	Non-IG	Dearborn	Michigan	58,722	$748	Fixed: 2.65% annually	Nov-23	11.4
44	Xileh Holding Inc.	Multi-Sector Holdings	IG	Auburn Hills	Michigan	55,490	$694	Fixed: 2.50% annually	Jan-24	14.5
45	Undisclosed – multi-national provider of industrial gases	Industrial Gases	IG	Houston	Texas	49,821	$605	Fixed: 2.00% annually	Jan-24	2.5
46	APCO Holdings, Inc.	Property & Casualty Insurance	Non-IG	Norcross	Georgia	50,600	$600	Fixed: 2.50% annually	Mar-24	7.7
47	AVL Michigan Holding Corporation	Auto Parts & Equipment	Non-IG	Plymouth	Michigan	70,000	$575	Fixed: $0.25/SF annually	Jan-24	0.6
48	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	Waco	Texas	30,699	$446	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
49	S&ME, Inc.	Environmental & Facilities Services	Non-IG	Raleigh	North Carolina	27,770	$417	Fixed: 3.00% annually	Oct-23	1.3
50	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	Corpus Christi	Texas	20,717	$334	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
51	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	29,916	$298	Fixed: 2.00% annually	Feb-24	3.6
52	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	Odessa	Texas	21,193	$223	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
53	Radiate Holdings, L.P.	Cable & Satellite	Non-IG	San Marcos	Texas	14,400	$200	CPI: 0.0% Floor / 3.0% Cap	Aug-23	5.2
54	BCBSM, Inc.	Managed Health Care	IG	Eagan	Minnesota	12,286	$183	Fixed: 2.00% annually	Feb-24	3.6
U.S. Total						7,884,700	$125,926			5.8

__________________

(1)“IG” refers to investment grade rated tenants.

(2)Excludes 570,999 of operating square footage for a parking garage associated with the KBR, Inc. property in Houston, Texas.

(3)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

(4)Denotes multi-tenant property. Primary tenant generating largest percentage of ABR shown. Industry and credit for primary tenant.

(5)Denotes leased property that is not 100% occupied.

(6)Converts to a fixed rent increase structure upon completion of an in-process renovation, which is anticipated to occur in the first half of 2024.

(7)Subsequent to June 30, 2023, the tenant’s lease was extended to December 2038. In conjunction with the extension, the annual rent will be reduced to $2.5 million with annual fixed increases of 3.0% effective January 1, 2024.

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NLOP’s European Assets as of June 30, 2023:

#	Primary Tenant	Industry	Credit(1)	City	Country	SF	ABR (in thousands)	Rent Increase Type	Date of Next Increase	WALT(2)
1	Total E&P Norge AS	Oil & Gas Exploration & Production	IG	Stavanger	Norway	275,725	$4,896	Fixed: 2.50% annually	Jan-24	8.0
2	Siemens AS	Industrial Conglomerates	IG	Oslo	Norway	165,904	$4,252	CPI: 0.0% Floor / No Cap	Jan-24	2.5
3	E.On UK PLC	Internet Retail	IG	Houghton le Spring	United Kingdom	217,339	$3,607	CPI: 2.0% Floor / 4.0% Cap	N/A	2.1
4	Undisclosed – UK insurance company	Property & Casualty Insurance	IG	Newport	United Kingdom	80,664	$1,753	CPI: 2.0% Floor / 4.0% Cap	Jun-24	10.9
5	Nokia Corporation	Communications Equipment	IG	Krakow	Poland	53,400	$1,024	CPI: 0.0% Floor / No Cap	Sep-23	1.2
European Total						793,032	$15,534			5.0

_________________

(1)“IG” refers to investment grade rated tenants.

(2)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

Highlighted Portfolio Properties

NLOP believes that its diversified portfolio provides (1) long-term cash flow resulting from high quality, single-tenant net lease assets that are leased to strong, creditworthy corporate tenants under long-term leases and (2) long-term renewal opportunities, including significant reinvestment by tenants to encourage long-term commitments. The following properties are examples of these two categories from NLOP’s top 10 tenants by ABR as of June 30, 2023.

Long-Term Cash Flow — FedEx (Collierville, TN)

The property represents approximately 50% of the FedEx World Technology Center (“WTC”). The FedEx WTC was designed to consolidate thousands of professionals into a single collaborative campus. The campus has a central services building and eight adjoining structures. FedEx has leased this property since 1999 and executed a long-term extension in 2016. Upon expiration of its lease in 2039, FedEx will have been a tenant at this property for 40 years.

Key Metrics

•Tenant: FedEx Corporate Services

•Guarantor: FedEx Corporation (NYSE: FDX, S&P: BBB)

•Location: Collierville, TN

•Square Feet: 390,380

•Acreage: 46

•ABR (as of June 30, 2023): $5,450,032 (approximately 3.9% of Total ABR)

•Lease Expiration (assuming no extension): 11/30/2039 (approximately 16 years)

•Year Built/Renovated: 1999/2016

Long-Term Renewal — CVS Health (Scottsdale, AZ)

NLOP’s property located in Scottsdale, Arizona, is leased to a critical operations center for CVS Health’s pharmacy benefits management business, including a mission-critical data center. CVS Health recently renewed its lease at this property in July 2022 and CVS Health and NLOP are currently investing approximately $32 million (including a $20 million contribution from NLOP) in an extensive renovation project of the property, which consists of sitework and exterior building improvements. There are approximately 16 years of term remaining on CVS

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Health’s lease. This site also holds excellent long-term potential for redevelopment to mixed use, providing additional future upside potential.

Key Metrics:

•Tenant: Caremark PCS Health, LLC

•Guarantor: CVS Health Corporation (NYSE: CVS, S&P: BBB)

•Location: Scottsdale, AZ

•Square Feet: 354,888

•Acreage: 38.1

•ABR (as of June 30, 2023): $4,300,000 (which is expected to increase upon completion of the renovation project, which is anticipated to occur in the first half of 2024 and is subject to final draw amount) (approximately 3.0% of Total ABR)

•Lease Expiration (assuming no extension): 12/31/2038 (approximately 16 years)

•Year Built/Renovated: 1977/2023

NLOP’s Tenant Lease Expirations and Renewals as of June 30, 2023:

Expiration Year(1)	ABR (in thousands)	% of Total ABR	SF(2)	% of SF
2023	$51	—%	3,778	—%
2024	$16,374	11.6%	829,527	9.6%
2025	$17,773	12.6%	940,112	10.8%
2026	$9,136	6.5%	574,715	6.6%
2027	$21,837	15.4%	1,559,452	18.0%
2028	$13,657	9.7%	627,627	7.2%
2029	$4,878	3.4%	217,875	2.5%
2030	$27,881	19.7%	1,663,769	19.2%
2031	$5,497	3.9%	326,325	3.8%
2032	$5,554	3.9%	400,658	4.6%
2033	$3,905	2.8%	219,812	2.5%
Thereafter	$14,917	10.5%	1,060,291	12.2%
Vacant	$0	—%	253,791	2.9%
Total	$141,460	100.0%	8,677,732	100.0%

__________________

(1)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

(2)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

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NLOP’s Top 10 Industries by ABR as of June 30, 2023:

#	Industry	ABR (in thousands)	% of Total ABR	SF(1)	% of SF
1	Construction & Engineering	$17,032	12.0%	911,673	10.5%
2	Managed Health Care	$13,305	9.4%	1,059,882	12.2%
3	Diversified Banks	$8,891	6.3%	664,961	7.7%
4	Health Care Services	$7,513	5.3%	472,028	5.4%
5	Property & Casualty Insurance	$7,277	5.1%	374,781	4.3%
6	Aerospace & Defense	$6,576	4.6%	423,564	4.9%
7	Air Freight & Logistics	$5,450	3.9%	390,380	4.5%
8	Internet Software & Services	$5,421	3.8%	233,714	2.7%
9	Advertising	$5,414	3.8%	208,062	2.4%
10	Oil & Gas Exploration & Production	$4,896	3.5%	275,725	3.2%
11	Other(2)	$59,685	42.3%	3,662,962	42.2%
Total		$141,460	100.0%	8,677,732	100.0%

__________________

(1)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

(2)Includes ABR from tenants in the following industries: Health Care Distributors, Industrial Conglomerates, Industrial Machinery, Electric Utilities, Pharmaceuticals, Internet Retail, Commercial Printing, Government Related Services, Cable & Satellite, IT Consulting & Other Services, Technology Distributors, Regional Banks, Systems Software, Health Care Supplies, Broadcasting, Multi-line Insurance, Auto Parts & Equipment, Specialized Consumer Services, Building Products, Communications Equipment, Apparel, Accessories & Luxury, Multi-Sector Holdings, Diversified Real Estate Activities, Electronic Equipment & Instruments, Industrial Gases, Diversified Support Services, Environmental & Facilities Services, Education Services, Restaurants, Integrated Telecommunications, Wireless Telecommunications, and Alternative Carriers.

NLOP’s top ten tenants represent approximately 50% of the portfolio on an ABR basis as of June 30, 2023.

NLOP’s Top 10 Tenants by ABR as of June 30, 2023:

#	Tenant	State / Country	ABR (in thousands)	% of Total ABR	SF(1)	# of Properties	WALT(2)
1	KBR, Inc.	Texas	$17,032	12.0%	911,673	1	7.0
2	BCBSM, Inc.	Minnesota	$13,305	9.4%	1,059,882	6	3.6
3	JPMorgan Chase Bank, N.A.	Florida, Texas	$8,891	6.3%	664,961	3	5.9
4	FedEx Corporation	Tennessee	$5,450	3.9%	390,380	1	16.4
5	Total E&P Norge AS	Norway	$4,896	3.5%	275,725	1	8.0
6	McKesson Corporation (US Oncology)	Texas	$4,406	3.1%	204,063	1	0.6
7	CVS Health Corporation	Arizona	$4,300	3.0%	354,888	1	15.5
8	Siemens AS	Norway	$4,252	3.0%	165,904	1	2.5
9	Omnicom Group, Inc.	California	$3,961	2.8%	120,000	1	5.3
10	Pharmaceutical Product Development, LLC	North Carolina	$3,905	2.8%	219,812	1	10.4
Top 10 Tenants Total			$70,398	49.8%	4,367,288	17	7.0

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(1)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

(2)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

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NLOP’s U.S. and European properties represent approximately 89% and 11%, respectively, of the portfolio on an ABR basis as of June 30, 2023.

NLOP’s Geographic Diversification by ABR as of June 30, 2023:

#	State	ABR (in thousands)	% of Total ABR	SF(1)	# of Properties	WALT(2)
1	Texas	$35,669	25.2%	2,173,209	12	5.7
2	Minnesota	$23,107	16.3%	1,630,056	10	3.8
3	Arizona	$11,896	8.4%	813,608	4	7.4
4	Illinois	$9,150	6.5%	418,558	3	4.5
5	Florida	$8,820	6.2%	567,459	4	4.9
6	California	$6,805	4.8%	187,681	2	4.0
7	Tennessee	$5,450	3.9%	390,380	1	16.4
8	Michigan	$4,956	3.5%	353,951	5	5.0
9	North Carolina	$4,322	3.1%	247,582	2	9.5
10	Iowa	$3,254	2.3%	191,700	1	7.3
11	Pennsylvania	$2,851	2.0%	194,162	2	4.4
12	Wisconsin	$2,317	1.6%	201,965	2	6.4
13	Massachusetts	$1,850	1.3%	132,160	1	3.9
14	Virginia	$1,725	1.2%	93,333	1	3.6
15	New Mexico	$1,473	1.0%	94,649	1	5.9
16	New Jersey	$899	0.6%	65,567	1	1.6
17	Missouri	$781	0.6%	78,080	1	1.8
18	Georgia	$600	0.4%	50,600	1	7.7
U.S. Total		$125,926	89.0%	7,884,700	54	5.8

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(1)Excludes 570,999 of operating square footage for a parking garage associated with one asset.

(2)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

#	Country	ABR (in thousands)	% of Total ABR	SF	# of Properties	WALT(1)
1	Norway	$9,149	6.5%	441,629	2	5.4
2	United Kingdom	$5,361	3.8%	298,003	2	5.0
3	Poland	$1,024	0.7%	53,400	1	1.2
Europe Total		$15,534	11.0%	793,032	5	5.0

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(1)Assumes parties do not exercise any renewal or purchase options pursuant to their applicable leases.

Historical Rent Collection:

Period	Q2 ‘23	Q1 ‘23	Q4 ‘22	Q3 ‘22	Q2 ‘22	Q1 ‘22	Q4 ‘21	Q3 ‘21	Q2 ‘21	Q1 ‘21
% Collected(1)	100.0%	100.0%	100.0%	100.0%	100.0%	99.9%	100.0%	100.0%	100.0%	100.0%

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(1)Based on total contractual rent collected for the applicable period divided by total contractual rent charged for the applicable period.

Competition

NLOP competes with public and private real estate companies and developers, domestically and internationally, that operate and sell office assets, many of which are similar to NLOP’s assets. In operating and managing its office portfolio, NLOP competes for tenants based on a number of factors, including rental rate, location, and flexibility. As a seller of office assets, NLOP competes for buyers based on a number of factors, including sale price, location, quality, remaining lease term, and tenant quality. In general, NLOP believes that the Advisors’ experience in real estate, credit underwriting, and transaction structuring will allow it to compete effectively; however, competitors may be willing to accept rates of return, lease terms, other transaction terms, or levels of risk that NLOP finds unacceptable.

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Insurance

NLOP has comprehensive liability casualty, flood, terrorism and rental loss insurance policies on its properties. NLOP believes the policy specifications and insured limits are appropriate and adequate for its properties given the relative risk of loss, the cost of the coverage, and industry practice; however, NLOP’s insurance coverage may not be sufficient to fully cover its losses.

Government Approval

Outside of routine business filings, NLOP does not believe that it is necessary to obtain any government approval in order to operate its business.

Government Regulations

NLOP’s business is subject to numerous governmental regulations, including regulations relating to the ownership of real estate, environmental law, regulations governing REITs and other regulations. For additional information, please refer to the discussion in “Risk Factors – Risks Related to Our Properties and Business.”

Compliance with Environmental Laws

NLOP is subject to various federal, state, territorial and local environmental laws, environmental ordinances and environmental regulations. A discussion of these and other risks related to environmental matters are described in more detail in “Risk Factors – Risks Related to Our Properties and Business.”

Legal Proceedings

NLOP’s various claims and lawsuits arising in the normal course of business are pending against it. The results of these proceedings are not expected to have a material adverse effect on its consolidated financial position or results of operations.

Human Capital Management and Employees

NLOP is managed by the Advisors pursuant to the Advisory Agreements. All of NLOP’s executive officers are employees of the Advisor or its affiliates. NLOP does not expect to have any employees. As of June 30, 2023, NLOP’s Advisor had 194 employees available to perform services under the Advisory Agreements, 141 of which were located in the United States and 53 of which were located in Europe. See “Management – Advisory Agreements.”

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MANAGEMENT

Executive Officers Following the Separation

The following table sets forth certain information as of the record date for the Distribution concerning our executive officers following the Separation:

Name	Age	Title
Jason E. Fox	50	Chief Executive Officer, Director
ToniAnn Sanzone	46	Chief Financial Officer
Brian Zander	38	Chief Accounting Officer

Jason E. Fox

Mr. Fox’s business experience is set forth under “– The Board Following the Distribution” in this information statement on page 120.

ToniAnn Sanzone

ToniAnn Sanzone, age 46, was appointed Chief Financial Officer of NLOP in August 2023. Ms. Sanzone has also served as the Chief Financial Officer of W. P. Carey since 2017 and has held various other roles at W. P. Carey since 2013. Ms. Sanzone also served as Chief Financial Officer of CPA 18 – Global, a non-traded REIT, until its merger with and into W. P. Carey Inc. in August 2022. Ms. Sanzone is a Certified Public Accountant licensed in New York and graduated magna cum laude with a B.S. in Accounting from Long Island University, C.W. Post (now L.I.U. Post).

Brian Zander

Brian Zander, age 38, was appointed Chief Accounting Officer of NLOP in August 2023. Mr. Zander has also served as Chief Accounting Officer of W. P. Carey Inc. since November 2022. He served as W. P. Carey’s Controller from January 2019 to October 2022 and Assistant Controller from 2016 to January 2019. He is a Certified Public Accountant licensed in New York and graduated from the University of Maryland with a B.S. in Accounting.

The Board Following the Distribution

Following the Distribution, we expect that the Board will consist of the trustees set forth below. The information presented below highlights each trustee’s specific experience, qualifications, attributes, and skills. We believe that all of our trustees have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to NLOP and our Board. We also value the additional perspective that comes from serving on other companies’ boards of directors and board committees. We will continue to review the composition of the Board in an effort to assemble a group that can best perpetuate the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in various areas.

The following table sets forth certain information as of the record date for the Distribution concerning our trustees following the Separation:

Name	Age
Jason E. Fox	50
Axel K. A. Hansing	81
Jean Hoysradt	72
John J. Park	59
Richard J. Pinola	77

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Jason E. Fox

Jason E. Fox, age 50, was appointed Chief Executive Officer of NLOP in August 2023. He is expected to serve as a trustee of the Board and to be Chair of the Board of NLOP, in each case, effective upon the Separation and Distribution. Mr. Fox has served as the Chief Executive Officer and a Board member of W. P. Carey Inc. (NYSE: WPC) since 2017 and has held various other roles at W. P. Carey since 2002. Mr. Fox served on the Board of CPA 18 – Global from January 2018 until its merger with and into W. P. Carey Inc. in August 2022. He served on the boards directors of Carey Watermark Investors Incorporated and Carey Watermark Investors 2 Incorporated, each non-traded REITs, from January 2018 until April 2020. Mr. Fox also served on the Board of CPA 17 – Global, a non-traded REIT, from January 2018 until its merger with and into W. P. Carey Inc. in October 2018. Mr. Fox holds a B.S. in Civil Engineering and Environmental Science, magna cum laude, from the University of Notre Dame, and he earned his M.B.A. from Harvard Business School. NLOP believes Mr. Fox is well qualified to serve on its Board because he brings a well-rounded perspective to his roles as Chief Executive Officer, Trustee, and Chair of the Board at NLOP due to his extensive leadership experience and dedication to education and philanthropy.

Axel K. A. Hansing

Axel K. A. Hansing, age 81, is expected to serve as an independent trustee of the Board and to be Chair of the Compensation Committee of NLOP, in each case, effective upon the Separation and Distribution. Mr. Hansing is also expected to serve on NLOP’s Audit and Nominating and Corporate Governance Committees. Since June 2021, Mr. Hansing has served as Senior Advisor at Coller Capital, an investment company in the private equity secondary market, where he previously served as Senior Partner from 2000 to June 2021. Mr. Hansing served as an Independent Director at W. P. Carey Inc. (NYSE:WPC) from 2011 to June 2022, and he served on the Nominating and Corporate Governance Committee, commencing 2012, and the Investment Committee, commencing 2017. He graduated from the University of Hamburg and completed the Advanced Management Program at Harvard Business School. NLOP believes Mr. Hansing is well qualified to serve on its Board because he brings over 50 years of experience to the Board and its committees, including in international corporate real estate, investment banking and private equity investment.

Jean Hoysradt

Jean Hoysradt, age 72, is expected to serve as an independent trustee of the Board and to be Chair of the Nominating and Corporate Governance Committee of NLOP, in each case, effective upon the Separation and Distribution. Ms. Hoysradt is also expected to serve on NLOP’s Audit and Compensation Committees. Ms. Hoysradt has served as an Independent Director at W. P. Carey Inc. (NYSE: WPC) since 2014, where she most recently served as a member of the Compensation and Nominating and Corporate Governance Committees. Ms. Hoysradt served as the Chief Investment Officer of Mousse Partners Limited, a global investment company, from 2001 to 2015. Ms. Hoysradt served as Senior Vice President and Head of the Investment and Treasury Departments at the life insurance company, New York Life Insurance Company, from 1991 to 2000 and previously held positions in investment banking and investment management at Manufacturers Hanover, a banking and financial institution, First Boston, an investment bank, and Equitable Life, a life insurance company. Ms. Hoysradt holds a B.A. in Economics from Duke University and an M.B.A. from Columbia University. NLOP believes Ms. Hoysradt is well qualified to serve on its Board because she brings 45 years of investment experience, international and domestic real estate expertise, executive leadership and a corporate governance background to the Board and its committees.

John J. Park

John J. Park, age 59, currently serves as a trustee of the Board of NLOP and is expected to continue serving as a trustee upon the Separation and Distribution. effective upon the Separation and Distribution. Mr. Park has also served as the President of W. P. Carey Inc. since January 2018 and has held various other roles at W. P. Carey since 1987. Mr. Park received a B.S. in Chemistry from the Massachusetts Institute of Technology and an M.B.A. in Finance from the Stern School of Business at New York University. NLOP believes Mr. Park is well qualified to serve on its Board because he brings a wealth of knowledge related to mergers and acquisitions, capital market activities and strategic development to NLOP with over 35 years of experience in the industry.

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Richard J. Pinola

Richard J. Pinola, age 77, is expected to be the Lead Independent Trustee of the Board and to be Chair of the Audit Committee of NLOP, in each case, effective upon the Separation and Distribution. Mr. Pinola is also expected to serve on NLOP’s Compensation and Nominating and Corporate Governance Committees. From 2008 to 2023, Mr. Pinola served as an Independent Director, Co-Founder, and Principal at Fortuna Capital Advisors, an investment advisory firm. Mr. Pinola served as an Independent Director from 2013 and as Chairman of the Audit Committee at Corporate Property Associates 18 – Global Incorporated (“CPA 18 – Global”), a non-traded REIT, from 2014 until its merger with and into W. P. Carey Inc. (NYSE: WPC) in August 2022. Mr. Pinola also served as an Independent Director of Corporate Property Associates 17 – Global Incorporated (“CPA 17 – Global”), a non-traded REIT, from 2010, as Chairman of the Audit Committee from 2014 and as Non-Executive Chairman of the Board from 2017 until its merger with and into W. P. Carey Inc. in October 2018. Mr. Pinola is a Certified Public Accountant licensed in New York and holds a B.S. in Accounting from King’s College. NLOP believes Mr. Pinola is well qualified to serve on its Board because he can leverage his 55 years of accounting experience, executive leadership and commitment to charitable causes in service to the Board and its committees.

Board Composition

Following the Distribution, our Board will be divided as equally as possible into three separate classes designated as Class I, Class I and Class III, respectively. The initial terms of the Class I, Class II and Class III trustees will expire at the second, third, and fourth annual meetings of shareholders, respectively, held following the Distribution. Initially, shareholders will elect only one class of trustees each year. Shareholders will elect successors to the Class I trustees for a two-year term and successors to the Class II trustees for a one-year term, in each case upon the expiration of the terms of the initial trustees of each class. Commencing with the 2027 annual meeting of shareholders, each trustee shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies. Following the Distribution, our Board will be divided among the three classes as follows:

The Class I trustees will be Axel K. A. Hansing and Jean Hoystradt;

The Class II trustees will be Richard J. Pinola and John J. Park; and

The Class III trustee will be Jason E. Fox.

Committees of the Board

Our Board will have, following the Distribution, three standing committee that performs certain delegated functions of the Board: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each Committee will be composed entirely of independent trustees within the meaning of our trustee independence standards and our Corporate Governance Guidelines, which reflect the NYSE independence standards and the audit committee requirements of the SEC.

Each Committee will operate under a written charter. Our Board may, from time to time, establish certain other committees to facilitate oversight over the management of the company. The charter of each of our standing committees will be available on our company’s website: nloproperties.com.

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Audit Committee
	Responsibilities
Members Following the Distribution: Richard J. Pinola (Chair) Axel K. A. Hansing Jean Hoysradt Independent: Richard J. Pinola (Chair) Axel K. A. Hansing Jean Hoysradt	•Oversee compliance with legal and regulatory requirements; •Oversee the integrity of our financial statements; •Provide assistance to our Board in its oversight of cybersecurity, information technology, and other data privacy risks, and enterprise level risks that may affect our financial statements, operations, business continuity and reputation; •Provide assistance to our Board in its oversight of our guidelines and policies with respect to enterprise risk management; •Appoint, retain, and oversee our independent registered public accounting firm, approve any special assignments given to the independent registered public accounting firm, and review: ◦The scope and results of the audit engagement with the independent registered public accounting firm, including the independent registered public accounting firm’s letters to the Audit Committee; ◦The independence and qualifications of the independent registered public accounting firm; ◦The compensation of the independent registered public accounting firm; ◦The performance of our internal audit function; ◦Critical audit matters of the company; and ◦Any significant proposed accounting changes.

Our Board has determined that Richard J. Pinola qualifies as an audit committee financial expert, as defined in Item 407(d) of Regulation S-K, and that all members of the Audit Committee are financially literate under the current listing standards of the NYSE and meet the SEC independence requirements for audit committee membership.

Compensation Committee
	Responsibilities
Members Following the Distribution: Axel K. A. Hansing (Chair) Jean Hoysradt Richard J. Pinola Independent: Axel K. A. Hansing (Chair) Jean Hoysradt Richard J. Pinola	•Conduct an annual review of and approve goals and objectives relating to the Advisors under the Advisory Agreements, including a performance evaluation of the Advisors based on such goals and objectives to help determine the Advisors’ compensation under future Advisory Agreements; •Provide counsel to our Board regarding the performance of the Advisors and recommendations with respect to renewals and/or terminations of the Advisory Agreements; and •Review the compensation of members of our Board.

Our Board has determined that all of the members of the Compensation Committee are “independent” within the meaning of our trustee independence standards, and the NYSE independence standards (including those applicable to Compensation Committee members), and are “non-employee directors” within the meaning of Rule

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16b-3 of the Exchange Act. The Compensation Committee may delegate any or all of its responsibilities to a subcommittee of the Compensation Committee to the extent permitted by applicable law.

Nominating and Corporate Governance Committee
	Responsibilities
Members Following the Distribution: Jean Hoysradt (Chair) Axel K.A. Hansing Richard J. Pinola Independent: Jean Hoysradt (Chair) Axel K.A. Hansing Richard J. Pinola	•Provide counsel to our Board on a broad range of issues concerning the composition and operation of the Board; •Develop and review the qualifications and competencies required for membership on our Board; •Review and interview qualified candidates to serve on our Board; •Oversee the structure, membership, and rotation of the committees of our Board; •Oversee environmental, social and governance issues; •Assess the effectiveness of the Board; •Review and consider developments in corporate governance to ensure that best practices are being followed; and •Board refreshment.

As part of these responsibilities, the Nominating and Corporate Governance Committee will annually solicit input from each member of the Board to review the effectiveness of its operation and all committees thereof. The review will consist of an assessment of its governance and operating practices, which includes our Corporate Governance Guidelines that, as more fully described below, govern the operation of the Board.

Advisory Agreements

Concurrently with or immediately prior to the Distribution, (i) we and the US Advisor, will enter into the US Advisory Agreement and (ii) we and the European Advisor will enter into the European Advisory Agreement, pursuant to which the Advisors will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us. Many of the services performed by the Advisors and its affiliates are summarized below. This summary is provided to illustrate the material functions which the Advisors and its affiliates perform for us and it is not intended to include all of the services which may be provided to us by third parties.

Responsibilities and Authority

The Advisors shall be deemed to be in a fiduciary relationship to us and our shareholders. Subject to the authority of our Board, the Advisors will:

•provide advice to us, and acts on our behalf with respect to managing and monitoring the operating performance of the Office Properties;

•take the action and obtain the services necessary to source, investigate and evaluate prospective disposition, exchange or other transactions with respect to the Office Properties;

•assist our Board in developing and evaluating potential liquidity and disposition transactions for us and take such actions as may be requested by our Board or as may otherwise be necessary or desirable to execute any such transactions; and

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•provide management services related to our business activities and performs various administrative services for us as requested by the Board.

The actual terms and conditions of transactions involving our assets shall be determined in the sole discretion of the applicable Advisor, subject at all times to compliance with the delegation of authority granted by the Board.

Some types of transactions require the prior approval of the Board, including a majority of the independent trustees and a majority of trustees not interested in the transaction (subject to any delegation of authority otherwise provided by the Board to the Advisors), including the following:

•entry into material transactions, including dispositions and joint ventures;

•any material financing, loan or securities offering transactions;

•the retention of our independent registered public accountants;

•any material transaction between us, on the one hand, and the Advisors or their affiliates, on the other hand;

•the issuance of equity or debt securities by us or our subsidiaries;

•the grant of equity incentive awards by us or our subsidiaries;

•entry into any transaction that would constitute a change in control; and

•such other matters as may be determined by the Board of Trustees from time to time.

The Advisory Agreements each permit the applicable Advisor to retain one or more subadvisors to assist such Advisor with certain asset management services, including the following:

•assisting such Advisor in negotiating in terms of any borrowing, including lines of credit and any long-term financing; and

•assisting such Advisor in arranging for and negotiating the sale of assets.

If an Advisor retains any such subadvisor, such Advisor will pay such subadvisor a portion of the management fees that it receives from us, and we will not pay any additional fees to such subadvisor.

Term and Termination

Each Advisory Agreement has an initial term of three years, and shall automatically renew for successive one-year terms thereafter without further action by us or the applicable Advisor. Each Advisory Agreement may be amended only by the written agreement of its parties. All amendments to either Advisory Agreement must be approved by a majority of our independent trustees.

Additionally, either Advisory Agreement may be terminated:

•by us or the applicable Advisor no later than 180 days prior to the expiration of the initial term or any renewal term, as applicable (which we refer to as a termination “for convenience”);

•by us for “Cause”;

•by the applicable Advisor for “good reason”; or

•by the applicable Advisor effective concurrently with or within 90 days following a termination of the other Advisory Agreement (a “cross-default termination”).

“Cause” is defined in the Advisory Agreements to mean with respect to the termination of both Advisory Agreements, the occurrence of any of the following: (i) fraud, criminal conduct, willful misconduct or willful or grossly negligent breach by the applicable Advisor in the performance of its duties under such Advisory Agreement

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that, in each case, is determined by a majority of our independent trustees to be materially adverse to us, (ii) a material breach of a material term or condition of such Advisory Agreement by the applicable Advisor, which breach has not been cured within 30 days after written notice or, (iii) the commencement of any proceeding relating to the applicable Advisor’s bankruptcy or insolvency, or the dissolution of the applicable Advisor, or (iv) in the case of each Advisory Agreement, the termination of the other Advisory Agreement by us for Cause.

“Good reason” is defined in the Advisory Agreements to mean (i) any failure to obtain a satisfactory agreement from any successor to us to assume our obligations under such Advisory Agreement, (ii) a material breach of such Advisory Agreement by us, which breach has not been cured within 30 days after written notice, or (iii) in the case of each Advisory Agreement, if the Advisor under the other Advisory Agreement has the right to terminate the such Advisory Agreement for either of the foregoing reasons.

If an Advisory Agreement is terminated during the initial term either by us for convenience or by the applicable Advisor for Good Reason, we will pay such Advisor a termination fee equal to 2.0 times the aggregate fees paid to such Advisor under such Advisory Agreement in the twelve full calendar months preceding such termination. We will also pay such termination fee in the event of a cross-default termination during the initial term by the Advisor that relates to the alternate agreement being terminated by us for convenience or by the Advisor for good reason. If an Advisory Agreement is terminated for any of the foregoing reasons during a renewal term, we will pay such Advisor a termination fee equal to 1.5 times the aggregate fees paid to such Advisor under such Advisory Agreement in the twelve full calendar months preceding such termination.

If an Advisory Agreement is terminated or not renewed, we will pay the applicable Advisor accrued and unpaid fees and expense reimbursements earned prior to the date of such termination or non-renewal of the Advisory Agreement, on a pro-rated basis. The Advisors and their affiliates engage in other business ventures and, as a result, their resources will not be dedicated exclusively to our business. For more information, see “Conflicts of Interest.” However, pursuant to the Advisory Agreements, each Advisor must devote sufficient resources to the administration of us to discharge its obligations. The Advisory Agreements are not assignable or transferable by either party without the consent of the other party, except that each Advisor may assign the applicable Advisory Agreement to an entity that is directly or indirectly controlled by WPC, or to a corporation, partnership, limited liability company, association, trust, or other entity that is a successor (by merger, consolidation or otherwise) to such Advisor. Our Board shall determine that any successor advisor possesses sufficient qualifications to perform the advisor functions and to justify the compensation provided for in with the applicable Advisory Agreement.

Fees and Reimbursements

We will pay to the Advisors compensation for services it provides to us, including reimbursement for the costs related thereto. Specifically, we will pay the Advisors a management fee of $625,000 per calendar month, paid to the US Advisor and allocated to the European Advisor by WPC, which will be subject to adjustment each month described in the following sentence. Beginning with the first calendar month following the first disposition of a portfolio property, the management fee for the following calendar month shall be reduced proportionally by the ABR associated with such portfolio property. In no event shall the management fees paid to the Advisors for a given calendar month exceed the fees paid to the Advisors during the preceding calendar month, and in no event shall the aggregate management fees paid to the Advisors for a given fiscal year exceed $7.5 million. Neither Advisor has yet received any compensation for the services contemplated by the Advisory Agreement. The fees shall be payable monthly in arrears, and shall be in addition to the Advisors’ right to reimbursement of expenses, as described below.

In addition, we will be required to reimburse each Advisor and its affiliates for other specified costs they may incur in connection with certain other services provided to us pursuant to the applicable Advisory Agreement, where those costs are not directly paid by us. Specifically, we will reimburse the Advisors a base administrative reimbursement amount of $333,333.33 per  calendar month, paid to the US Advisor and allocated to the European Advisor by WPC, for certain administrative services, including day-to-day management services, investor relations, accounting, tax, legal, and other administrative matters. In addition to the administrative reimbursement amount, we

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will reimburse the Advisors for specified out-of-pocket expenses they incur in connection with their services, including, but not limited to:

•the cost of borrowed money, including transaction costs;

•taxes on income and taxes and assessments on real and personal property, if any, and all other taxes applicable to us;

•legal, auditing, accounting, underwriting, brokerage, listing, reporting, registration and other fees, and printing, engraving and other expenses and taxes incurred in connection with the issuance, distribution, transfer, trading, registration and listing of our securities on a stock exchange, including transfer agent’s, registrar’s and indenture trustee’s fees and charges;

•expenses of organizing, restructuring, reorganizing or liquidating us, or of revising, amending, converting or modifying our organizational documents;

•fees and travel and other expenses paid to members of our Board of Trustees and officers in their capacities as such (but not in their capacities as officers or employees of the Advisors), and fees and travel and other expenses paid to advisors, contractors, mortgage servicers, consultants and other agents and independent contractors employed on our behalf;

•expenses directly connected with the investigation, disposition or ownership of real estate interests or other property (including third party property diligence costs, appraisal reporting, the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair, improvement and local management of property), other than expenses with respect to employees of the Advisor to the extent that such expenses are to be borne by the Advisor pursuant to the terms of the Agreement;

•all insurance costs (including officer and trustee liability insurance) incurred in connection with the services (as defined below) or in connection with any officer and trustee indemnity agreement to which we are a party or arising under our charter or bylaws;

•expenses connected with payments of distributions, dividends or interest or contributions in cash or any other form made or caused to be made by the Board to holders of our securities;

•all expenses connected with communications to holders of our securities and other administrative work necessary to maintaining relations with holders of securities, including proxy solicitation materials and reports to holders of our securities;

•legal, accounting, auditing and other professional services fees and expenses in addition to those described above;

•filing and recording fees and costs for regulatory or governmental filings, approvals and notices;

•the costs and expenses of conceiving, implementing, managing and settling all equity award or compensation plans or arrangements established by us, including but not limited to the value of awards made by us to the Advisor or its employees, if any, and payment of any employment or withholding taxes in connection therewith; and

•all other costs and expenses of ours, other than those to be specifically borne by the Advisor as expressly described herein.

Corporate Governance

We believe a company’s reputation for integrity and serving its shareholders responsibly is of critical importance. We are committed to managing the company for the benefit of our shareholders and are focused on maintaining good corporate governance.

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Corporate Governance Guidelines

The Advisors will be charged with assessing and managing risks associated with our business on a day-to-day basis. We will rely on the Advisors’ internal processes to identify, manage and mitigate material risks and to communicate with the Board or trustees. The Board’s role is to oversee the Advisors’ execution of these responsibilities and to assess the Advisors’ approach to risk management on our behalf. In order to review and understand risk identification, management and mitigation strategies, the Board and the Audit Committee will receive reports at their regular meetings from representatives of the Advisors on areas of material risk to NLOP.

Code of Business Ethics

We expect to maintain a Code of Business Ethics that applies to our trustees and officers. The Board will adopt the Code of Business Ethics to codify and formalize certain policies and principles that help ensure our business is conducted in accordance with the highest standards of ethical behavior. The Advisors will conduct annual training with our employees regarding ethical behavior and require all employees to acknowledge the terms of, and abide by, our Code of Business Ethics. The full text of our Code of Business Ethics will be available on our company’s website at nloproperties.com. We intend to disclose any future amendments to, or waivers of, certain provisions of our Code of Business Ethics applicable to our officers and trustees on our website, within five business days following such amendment or waiver, or as otherwise required by the SEC or the NYSE.

Shareholder Recommendations

The Nominating and Corporate Governance Committee’s policy is to consider candidates recommended by our shareholders. The shareholder must submit proof of NLOP share ownership along with a detailed resume of the candidate and an explanation of the reasons why the shareholder believes the candidate is qualified for service on our Board. The shareholder must also demonstrate how the candidate satisfies our Board’s criteria and provide such other information about the candidate as would be required by the SEC rules to be included in a proxy statement, as well as our Bylaws. The consent of the candidate must be included along with a description of any arrangements or undertakings between the shareholder and the candidate regarding the recommendation. All communications are to be directed to the Lead Trustee of the Board and sent to the address noted under “– Communications with the Board” in this information statement on page 132.

A shareholder desiring to recommend a candidate for consideration by the Nominating and Corporate Governance Committee must deliver the recommendation along with the information noted above not more than 150 days nor less than 120 days prior to the first anniversary of the date the company’s Proxy Statement is released to shareholders for the previous year’s annual meeting of shareholders in order to be considered timely for consideration at next year’s annual meeting of shareholders. Properly submitted shareholder recommendations will be evaluated by the Nominating and Corporate Governance Committee using the same criteria used to evaluate other trustee candidates.

Proxy Access

Our Bylaws provide for proxy access, thereby giving our shareholders an even greater voice in trustee elections. A shareholder, or a group of up to 20 shareholders, owning at least 3% of the our outstanding common stock continuously for at least three years may include in our proxy materials trustee nominees constituting up to the greater of two trustees or 20% of the number of trustees on the Board, provided that the shareholder and the nominees satisfy the eligibility requirements in our Bylaws.

Board Independence

Our Board has determined that each of our current trustees, except for Jason E. Fox and John J. Park, has no material relationship with us (either directly or indirectly through an immediate family member or as a partner, shareholder or officer of an organization that has a relationship with us) and is “independent” within the meaning of our trustee independence standards and NYSE independence standards. Our Board established and employed categorical standards, which mirror NYSE independence requirements, in determining whether a relationship is material and thus would disqualify a trustee from being independent.

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Non-Executive Lead Independent Trustee of the Board

The positions of Lead Independent Trustee of the Board and Chief Executive Officer are separate in recognition of the differences between the two roles. Richard J. Pinola serves as the Board’s Non-Executive Lead Independent Trustee, while Jason E. Fox serves as our Chief Executive Officer. The Board believes this is the most appropriate structure for us at this time and encourages the free and open dialogue of competing views while providing for strong checks and balances. In addition, this structure permits the Lead Independent Trustee to serve as a liaison between the Board, including the independent trustees on the Board, and our executive management, and permits the Chief Executive Officer focus more time on our operations, dispositions and strategic planning.

Among other things, the Lead Independent Trustee presides at all executive sessions of the independent trustees, reviews Board meeting agendas, assists in the recruitment and selection of new trustees, and assists in the annual performance review of our Chief Executive Officer.

Board Role in Risk Oversight

Our Board has overall responsibility for risk oversight with a focus on the more significant risks facing our company. The Board reviews and oversees our enterprise risk management (“ERM”) program, which is a company-wide program designed to effectively and efficiently identify and assess the Advisors’ visibility into critical company risks and to facilitate the incorporation of risk considerations into decision making. The ERM program will do this by clearly defining risks facing the company and bringing together the Advisors to discuss these risks. This will promote visibility and constructive dialogue around risk at the Advisor and Board levels, and facilitates appropriate risk response strategies. Throughout the year, as part of the ERM program, the Advisors and the Board will jointly discuss major risks that face our business.

While the Board will oversee the overall risk management process for NLOP, each of the Board’s committees also assists the Board in this oversight with respect to the following risks:

•The Audit Committee will oversee our risk policies and processes relating to the financial statements and financial reporting procedures, focusing on internal controls, as well as key credit risks, liquidity risks, cybersecurity risks, information technology risks, data privacy risks, market risks and compliance, and the guidelines, policies and procedures for monitoring and mitigating those risks and discuss major enterprise-level risk exposures;

•The Compensation Committee will monitor the risks associated with the Advisors, including evaluating the effect the Advisors’ compensation structure may have on risk decisions; and

•The Nominating and Corporate Governance Committee will oversee the risk related to our governance structure and processes and risks arising from related party transactions.

By assigning such responsibilities, the Board believes it can more effectively identify and address risk. Throughout the year, the Board, and each of the Board’s committees will review and discuss specific risk topics in significant detail in their respective meetings.

Executive and Trustee Compensation

We have no employees to whom we pay salaries. We do not intend to pay any annual compensation to our officers for their services as officers; however, we will reimburse the Advisors for the services of its personnel, including those who serve as our officers, pursuant to the Advisory Agreements. For more information, see “– Advisory Agreements” above, for a description of the contractual arrangements between us and the Advisors and their affiliates.

We will make an initial grant of $100,000 of restricted stock units to each independent trustee (who is not an officer) which will vest in full one year following the grant date, subject to the applicable independent trustee’s continued service on the vesting date. If an independent trustee’s service is terminated due to death or “disability” or a “change in control” (each as defined in the Incentive Award Plan (as defined below)) occurs prior to the applicable vesting date, the restricted stock units will vest in full. Receipt of the underlying shares will be deferred until the

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earlier to occur of (i) separation of service or (ii) a “change in control.” We will also pay each independent trustee (who is not an officer) an annual cash retainer of $200,000. In addition, the Chairperson of our Audit Committee in 2023 will receive an annual cash retainer of  $15,000, the Chairperson of our Compensation Committee in 2023 will receive an annual cash retainer of $10,000 and the Chairperson of our Nominating and Corporate Governance Committee will receive an annual cash retainer of $10,000. We will also pay our Lead Trustee an additional annual cash retainer of $20,000.

2023 Incentive Award Plan

We intend to adopt the Net Lease Office Properties and NLO OP LLC 2023 Incentive Award Plan (the “Incentive Award Plan”), subject to approval by WPC as our current shareholder, effective as of the date immediately prior to the date of the Separation, under which we may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which we compete. The material terms of the Incentive Award Plan, as it is currently contemplated, are summarized below. We are still in the process of developing, approving and implementing the Incentive Award Plan and, accordingly, this summary is subject to change.

Administration

Following the completion of the spin-off, the Incentive Award Plan will be administered by our Board with respect to awards to non-employee trustees and by the Compensation Committee with respect to other participants, each of which may delegate its duties and responsibilities to committees of our trustees and/or officers (our Board and such committees, referred to collectively as the “plan administrator”), subject to certain limitations that may be imposed under Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to administer the Incentive Award Plan, including the authority to select award recipients, determine the nature and amount of each award, and determine the terms and conditions of each award. The plan administrator will also have the authority to make all determinations and interpretations under, prescribe all forms for use with, and adopt rules for the administration of, the Incentive Award Plan, subject to its express terms and conditions.

Eligibility

Any employee or consultant of NLOP, NLO OP LLC or any subsidiary and any non-employee trustee of NLOP is eligible to participate in the Incentive Award Plan as selected by the plan administrator in its discretion.

Share Authorization

The Incentive Award Plan provides that the maximum aggregate number of our common shares that may be issued pursuant to awards under the Incentive Award Plan will be           common shares. The maximum number of common shares that may be issued in connection with awards of incentive stock options (“ISOs”) under the Incentive Award Plan is           common shares. Each LTIP unit of NLO OP LLC subject to an award will count as one common share for purposes of calculating the aggregate number of common shares available for issuance under the Incentive Award Plan and for purposes of calculating the individual award limits under the Incentive Award Plan.

If any common shares subject to an award under the Incentive Award Plan are forfeited, expire or are settled for cash, any common shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the Incentive Award Plan. However, the following common shares may not be used again for grant under the Incentive Award Plan: (1) common shares tendered or withheld to satisfy grant or exercise price or tax withholding obligations associated with an award; (2) common shares subject to a stock appreciation right (“SAR”) that are not issued in connection with the stock settlement of the SAR on its exercise; and (3) common shares purchased on the open market with the cash proceeds from the exercise of options.

To the extent permitted under applicable securities exchange rules without shareholder approval, awards granted under the Incentive Award Plan in connection with the assumption, replacement, conversion or adjustment of

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outstanding equity awards in the context of a corporate acquisition or merger will not reduce the common shares authorized for grant under the Incentive Award Plan.

The maximum number of common shares that may be subject to one or more awards granted to any one participant pursuant to the Incentive Award Plan during any calendar year is 850,000 common shares and the maximum amount that may be paid under a cash award pursuant to the Incentive Award Plan to any one participant during any calendar year period is $10,000,000. The sum of any cash compensation and the value (determined as of the date of grant under applicable accounting standards) of awards granted to any non-employee trustee during any calendar year may not exceed $1,000,000.

Awards

The Incentive Award Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, stock payments, restricted stock units (“RSUs”), other incentive awards, LTIP units and SARs. All awards under the Incentive Award Plan will be set forth in award agreements, which will detail all terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. In the case of a participant’s death, disability, retirement or involuntary termination, or in connection with the occurrence of a change in control, the plan administrator may at any time provide that an award will become immediately vested and fully or partially exercisable. Awards will be settled in our common shares or cash, as determined by the plan administrator.

•Stock Options. Stock options provide for the purchase of our common shares in the future at an exercise price set on the grant date. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying common share on the date of grant (or 110% in the case of ISOs granted to certain significant shareholders), except with respect to certain substitute options granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant shareholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions.

•Restricted Stock Units. Restricted stock units (“RSUs”) are contractual promises to deliver our common shares (or the fair market value of such common shares in cash) in the future, which may also remain forfeitable unless and until specified vesting conditions are met. RSUs generally may not be sold or transferred until vesting conditions are removed or expire. The common shares underlying RSUs will not be issued until the RSUs have vested, and recipients of RSUs generally will have no voting or dividend rights prior to the time the RSUs are settled in common shares, unless the RSU includes a dividend equivalent right (in which case the holder may be entitled to dividend equivalent payments under certain circumstances, provided that such dividend equivalents remain forfeitable unless and until the underlying RSUs have vested). Delivery of the common shares underlying the RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral. On the settlement date or dates, we will issue to the participant one unrestricted, fully transferable common share (or the fair market value of one such common share in cash) for each vested and nonforfeited RSU.

•Restricted Stock. Restricted stock is an award of nontransferable common shares that remain forfeitable unless and until specified vesting conditions are met, including any dividends payable on the underlying common shares. Vesting conditions applicable to restricted stock may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine. In general, restricted stock may not be sold or otherwise transferred until all restrictions are removed or expire.

•SARs. SARs entitle their holder, upon exercise, to receive an amount equal to the appreciation of the common shares subject to the award between the grant date and the exercise date. The exercise price of a SAR may not be less than 100% of the fair market value of the underlying common share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction) and the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan

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administrator may apply to SARs and may include continued service, performance and/or other conditions. SARs under the Incentive Award Plan will be settled in cash or common shares, or in a combination of both, as determined by the administrator

•Stock Payments. Stock payments are awards of fully vested common shares that may, but need not, be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards.

•Other Incentive Awards. Other incentive awards are awards of cash or common shares, or any other award valued wholly or partially by referring to, or otherwise based on, common shares or other property. Other incentive awards may vest based on or be linked to any performance criteria determined by the plan administrator.

•Dividend Equivalents. Dividend equivalents represent the right to receive the equivalent value of dividends paid on our common shares and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are credited as of dividend payments dates during the period between a specified date and the date such award terminates or expires, as determined by the plan administrator. In addition, dividend equivalents with respect to an award that are based on dividends paid prior to the vesting of such award shall only be paid to the extent that the vesting conditions are subsequently satisfied and the underlying award vests.

•LTIP Units. LTIP units are awards of units of NLO OP LLC intended to constitute “profits interests” within the meaning of the relevant IRS Revenue Procedure guidance. LTIP Units may be granted under the Incentive Award Plan to the extent authorized under the operating agreement of NLO OP LLC.

Minimum Vesting Requirement

Awards granted under the Incentive Award Plan may not vest earlier than the first anniversary of such award’s date of grant, provided that awards that result in the issuance of an aggregate of up to 5% of the common share reserve under the Incentive Award Plan may be granted to any one or more participants without regard to such minimum vesting requirement. For purposes of awards granted to non-employee trustees, a vesting period will be deemed to be one year if it runs from the date of one annual meeting of our shareholders to the next annual meeting of our shareholders that occurs at least fifty weeks following the date of such first annual meeting. Such minimum vesting requirement will not preclude or limit any award or other arrangement (or any action by the plan administrator) from providing for accelerated vesting of such award in connection with or following a participant’s death, disability, retirement or involuntary termination or in connection with the occurrence of a change in control of our company.

Certain Transactions

The plan administrator has broad discretion to take action under the Incentive Award Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our common shares, such as share dividends, share splits, mergers, acquisitions, consolidations and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our shareholders known as “equity restructurings,” the plan administrator will make equitable adjustments to the Incentive Award Plan and outstanding awards.

In the event of a “change in control” of our company (as defined in the Incentive Award Plan), to the extent that the surviving entity declines to assume or substitute outstanding awards or it is otherwise determined that awards will not be assumed or substituted, all outstanding and unvested awards will become fully vested and exercisable in connection with the transaction (with performance-vesting awards vesting based on actual performance as of the date of such “change in control” with goals adjusted if the plan administrator determines, in its discretion, that adjustment is necessary or appropriate to reflect to the shortened performance period, unless otherwise specified in an applicable award agreement).

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Foreign Participants, Claw-Back Provisions, Transferability, and Participant Payments

The plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the common share limits described above, in order to facilitate grants of awards subject to the laws and/or stock exchange rules of countries outside of the United States. All awards will be subject to the provisions of any claw-back policy implemented by our company to the extent set forth in such claw-back policy and/or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Incentive Award Plan are generally non-transferable prior to vesting, and are exercisable only by the participant, unless otherwise provided by the plan administrator. With regard to tax withholding, exercise price and purchase price obligations arising in connection with awards under the Incentive Award Plan, the plan administrator may, in its discretion, accept cash or check, our common shares that meet specified conditions, a “market sell order” or such other consideration as it deems suitable.

Plan Amendment and Termination

Our Board may amend or terminate the Incentive Award Plan at any time; however, except in connection with certain changes in our capital structure, shareholder approval will be required for any amendment that increases the aggregate number of common shares available under the Incentive Award Plan or any individual award limit under the Incentive Award Plan, “reprices” any stock option or SAR, or cancels any stock option or SAR in exchange for cash or another award when the option or SAR price per common share exceeds the fair market value of the underlying common shares. In addition, no amendment, suspension or termination of the Incentive Award Plan may, without the consent of the affected participant, impair any rights or obligations under any previously-granted award, unless the award itself otherwise expressly so provides. No ISO may be granted pursuant to the Incentive Award Plan after the tenth anniversary of the date on which our Board adopts the Incentive Award Plan.

Additional REIT Restrictions

The Incentive Award Plan provides that no participant will be granted, become vested in the right to receive or acquire or be permitted to acquire, or will have any right to acquire, common shares under an award if such acquisition would be prohibited by the restrictions on ownership and transfer of our common shares contained in our declaration of trust or would impair our status as a REIT.

Meetings and Attendance

Although we have no policy with regard to attendance of our trustees at our annual meeting of shareholders, it is customary for, and we expect, all trustees to attend.

To ensure free and open discussion among the independent directors, only independent trustees attend executive sessions of our Board and Committee meetings unless, under certain circumstances, management is invited.

Communications with the Board

Shareholders and other interested parties may communicate with the Lead Trustee of our Board or with the non-employee trustees, as a group, by either of the following methods:

Email: IR@nloproperties.com Mail: Lead Trustee of the Board of Trustees c/o NLOP Corporate Secretary One Manhattan West 395 9th Avenue, 58th Floor New York, New York 10001

All appropriate correspondence will be promptly forwarded by the Corporate Secretary to the Lead Trustee of our Board.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions

This section summarizes material agreements between us and certain related parties and agreements between us and WPC and certain of its subsidiaries that will govern the ongoing relationships between the two companies after the Distribution. The agreements with WPC and/or certain of its subsidiaries are intended to provide for an orderly transition to our status as an independent, publicly-traded company. Additional or modified agreements, arrangements and transactions, which would be negotiated at arm’s-length, may be entered into between us and WPC and/or certain of its subsidiaries after the Distribution. These summaries are qualified in their entirety by reference to the full text of the applicable agreements, which are filed as exhibits to the registration statement on Form 10 of which this information statement is a part, and are incorporated herein by reference. For a more complete description of the conflicts of interest that may arise, see “Conflicts of Interest.” We operate pursuant to certain policies and procedures for the review, approval or ratification of our transactions with related persons. These policies include the following:

•Transactions with the Advisors. Except for transactions under the Advisory Agreements or as otherwise described in this information statement, we will not purchase goods or services from the Advisors or their affiliates unless a majority of our trustees, including a majority of our independent trustees, not otherwise interested in the transactions approve such transactions as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.

•Transactions with the Advisors and their Affiliates. We will not lease properties in which the Advisors, a trustee or any of their respective affiliates has an ownership interest without a determination by a majority of our trustees, including a majority of our independent trustees, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the investment to the Advisors or their affiliates, unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. We will not sell investments or lease properties to the Advisors, a trustee or any of their respective affiliates unless a majority of our trustees, including a majority of our independent trustees, not otherwise interested in the transaction determine the transaction is fair and reasonable to us.

•Loans. We will not make any loans to the Advisors or their affiliates or to our trustees except loans to wholly-owned subsidiaries. We may not borrow money from any of our trustees or from the Advisors and their affiliates unless approved by a majority of our trustees (including a majority of the independent trustees) not otherwise interested in the transaction, as fair, competitive and commercially reasonable, and no less favorable to us than loans between unaffiliated parties under the same circumstances.

Agreements with WPC and its Subsidiaries

Following the Distribution, we and WPC will operate as public entities. To govern certain ongoing relationships between us and WPC after the Distribution, and to provide mechanisms for an orderly transition, we and WPC and/or certain of its subsidiaries intend to enter into agreements pursuant to which certain services and rights will be provided for following the Distribution, and we and WPC and/or certain of its subsidiaries will indemnify each other against certain liabilities arising from our respective businesses. The following is a summary of the terms of the material agreements we expect to enter into with WPC and/or certain of its subsidiaries.

Separation and Distribution Agreement

Concurrently with or prior to the Distribution, we and WPC will enter into the Separation and Distribution Agreement. We and WPC and/or certain of its subsidiaries will also enter into other agreements prior to the Distribution that will effectuate the Separation and the Distribution, provide a framework for our relationship with WPC after the Distribution and provide for the allocation between us and WPC of WPC’s assets, liabilities and obligations (including its investments, property, and tax-related assets and liabilities) attributable to periods prior to, at and after NLOP’s separation from WPC, such as the Tax Matters Agreement and the Advisory Agreements. The forms of the agreements listed above have been filed as exhibits to the registration statement on Form 10 of which

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this information statement is a part. For more information regarding these agreements, please refer to the discussion under “The Separation and the Distribution – The Separation and Distribution Agreement” and “The Separation and the Distribution – Related Agreements.”

Tax Matters Agreement

Concurrently with or prior to the Distribution, we and WPC will enter into a Tax Matters Agreement that will govern the respective rights, responsibilities and obligations of WPC, us and applicable subsidiaries after the Distribution with respect to tax liabilities and benefits, the preparation and filing of tax returns, the control of audits and other tax proceedings, tax covenants, tax indemnification, cooperation and information sharing. The Tax Matters Agreement will provide that (a) NLOP and applicable subsidiaries will generally assume liability for all taxes reported, or required to be reported, on an NLOP tax return following the Distribution, (b) WPC will assume liability for all taxes reported, or required to be reported, (i) on a WPC tax return or (ii) any joint tax return involving both WPC and NLOP following the Distribution, and (c) NLOP will generally assume sole responsibility for any transfer taxes. Our obligations under the Tax Matters Agreement are not limited in amount or subject to any cap. If we are required to pay any liabilities under the circumstances set forth in the Tax Matters Agreement or pursuant to applicable tax law, the amounts may be significant.

Advisory Agreements

Concurrently with or prior to the Distribution, (i) we and the US Advisor will enter into the US Advisory Agreement and (ii) we and the European Advisor will enter into the European Advisory Agreement, pursuant to which the Advisor will provide us with strategic management services, including asset management, property disposition support and various related services. We will pay management fees to the Advisors and will also reimburse the Advisors for certain expenses incurred in providing services to us. For more information regarding the Advisory Agreements, please refer to the section entitled “Management – Advisory Agreements.”

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Before the Distribution, all of the outstanding NLOP common shares will be owned beneficially and of record by WPC or one of its subsidiaries. Immediately following the Distribution, NLOP expects to have approximately          common shares outstanding based upon approximately            shares of WPC common stock outstanding on September 1, 2023, and after giving effect to the Distribution Ratio of one NLOP common share for every             shares of WPC common stock. The foregoing amounts do not reflect any equity issued by either WPC after September 1, 2023, including subsequent issuances pursuant to WPC’s “at-the-market” and equity forward programs related to the sale of additional WPC common stock having an aggregate gross sales price of up to $1.0 billion. Following the Distribution, WPC and its subsidiaries will not own any NLOP common shares.

The following table sets forth information with respect to the expected beneficial ownership of NLOP common shares as of immediately after the Distribution (assuming the record date for the Distribution was             , 2023, and that they each maintain their respective ownership positions when the Distribution occurs) by (1) each person who is known by us who we believe will be a beneficial owner of more than 5% of NLOP outstanding common shares immediately after the Distribution based on current publicly available information, (2) each identified trustee of NLOP following the Distribution, (3) each identified named executive officer immediately after the Distribution and (4) all identified NLOP executive officers and trustees as a group immediately after the Distribution.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power or investment power over such security. A shareholder is also deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (a) the exercise of any option, warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement or (d) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, common shares subject to options or other rights (as set forth above) held by that person that are currently exercisable or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Unless otherwise stated in the footnotes, shares are owned directly and the person has sole voting and investment

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power with respect to the securities owned by such person. Unless otherwise stated, the address of each named person is c/o NLOP, One Manhattan West, 395 9th Avenue, 58th Floor, New York, New York 10001.

Name of Beneficial Owner	Expected Amount of Beneficial Ownership of Common Shares Immediately after the Distribution	Percent of Class
5% Shareholders
The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355		14.09%
BlackRock, Inc.(2) 55 East 52nd Street New York, NY 10055		7.2%
Trustees and Named Executive Officers
Named Executive Officers
Jason E. Fox		*
ToniAnn Sanzone		*
Brian Zander		*
Non-Employee Trustees
Axel K. A. Hansing		*
Jean Hoysradt		*
John J. Park		*
Richard J. Pinola		*
All trustees and officers as a group (7 persons)

__________________

*Represents less than 1% of our common shares outstanding.

(1)    The information for The Vanguard Group (“Vanguard”) is derived from a Schedule 13G/A, filed with the SEC on February 9, 2023, to report beneficial ownership as of December 31, 2022. Based on that filing, Vanguard was the beneficial owner of 29,309,215 shares of WPC common stock in the aggregate at that date, as a result of serving as an investment manager. As of that date, Vanguard reported that it had sole dispositive power with respect to 28,697,774 shares of WPC common stock, shared dispositive power with respect to 611,441 shares of WPC common stock, and shared voting power with respect to 326,555 shares of WPC common stock.

(2)    The information for BlackRock, Inc. is derived from a Schedule 13G/A filed with the SEC on January 31, 2023 to report beneficial ownership as of December 31, 2022. Based on that filing, BlackRock, Inc. was the beneficial owner of 15,004,666 shares of WPC common stock in the aggregate as of that date, with sole dispositive power over all of such shares and sole voting power with respect to 13,537,565 shares of WPC common stock.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

As of June 30, 2023, NLOP’s portfolio had approximately $168.5 million of secured mortgage debt outstanding on 14 office properties, which NLOP expects to assume in connection with the Separation. In addition, in connection with the Separation, on September 20, 2023, NLOP and certain of its wholly owned direct and indirect subsidiaries have entered into (i) the $335.0 million NLOP Mortgage Loan with the Lenders, and (ii) the $120.0 million NLOP Mezzanine Loan with the Lenders. No borrowings under the NLOP Financing Arrangements will be funded until the satisfaction of certain conditions, including that (i) the registration statement on Form 10 of which this information statement is a part shall have been declared effective by the SEC; (ii) the common shares shall have been approved for listing on the NYSE (or other nationally recognized stock exchange); and (iii) WPC shall have authorized and declared the Distribution to be effected on or prior to November 10, 2023, and only upon our request.

NLOP expects that the NLOP Financing Arrangements will be structured to provide it with the ability to engage in dispositions of assets as contemplated by its overall strategy and intends to pay down the NLOP Financing Arrangements with proceeds from such dispositions and cash flow from rent on its properties.

Of the net proceeds from the NLOP Financing Arrangements, $356.5 million is expected to be transferred to WPC in accordance with the Separation and Distribution Agreement. The remainder of the proceeds is anticipated to be used to pay fees and expenses related to the origination of the NLOP Financing Arrangements and other transaction costs, be deposited with the Lenders in satisfaction of the reserve requirements pursuant to the NLOP Financing Arrangements and for other general corporate expenses. As a result of these transactions, following the completion of the Separation, NLOP expects to have approximately $590.6 million in consolidated outstanding indebtedness and $55.6 million in cash.

NLOP Mortgage Loan

Pursuant to the loan agreement governing the NLOP Mortgage Loan (the “NLOP Mortgage Loan Agreement”), the NLOP Mortgage Loan is secured by first priority mortgages and deeds of trusts encumbering the interests of the NLOP Mortgage Loan Borrowers in the Mortgaged Properties and by pledges of equity of the NLOP Mortgage Loan Borrowers (and, with respect to the NLOP Mortgage Loan Borrowers that are limited partnerships, the general partners thereof), NLO Holding Company LLC, and each of NLO MB TRS LLC and NLO SubREIT LLC.

The NLOP Mortgage Loan is scheduled to mature approximately two years following the date on which the NLOP Mortgage Loan is funded in accordance with the terms thereof, subject to the NLOP Mortgage Loan Borrowers’ right to extend such term for two one-year extensions, subject to certain conditions, including the payment of certain extension fees.

Upon funding of the borrowing pursuant to the NLOP Mortgage Loan, the NLOP Mortgage Loan will bear interest at an annual rate of (i) one-month Term SOFR rate (as defined in the NLOP Mortgage Loan Agreement) (subject to a floor of 3.85%), plus (ii) 5.0%. In addition, the NLOP Mortgage Loan Borrowers shall enter into one or more interest rate cap agreements with certain counterparties on such terms as set forth in the NLOP Mortgage Loan Agreement. Interest under the NLOP Mortgage Loan will be payable monthly in arrears.

The NLOP Mortgage Loan is pre-payable in whole, but not in part, at the election of the NLOP Mortgage Loan Borrowers. The NLOP Mortgage Loan Borrowers may also partially prepay borrowings under the NLOP Mortgage Loan upon the sale of individual Mortgaged Properties, subject to satisfaction of certain conditions, including satisfaction of a debt yield test and payment of a minimum release price. Upon any such prepayment, the Lenders will be paid an exit fee as set forth in the NLOP Mortgage Loan Agreement.

In addition, the NLOP Mortgage Loan Borrowers are required to meet certain minimum principal repayment thresholds as of the first, second and third anniversaries of the funding date. Failure to meet such thresholds does not result in a default under the NLOP Mortgage Loan, but requires the payment of a penalty fee. The threshold amounts can be satisfied through sales of individual Mortgaged Properties and excess cash flow, subject to certain limitations.

In connection with the NLOP Mortgage Loan Agreement, NLOP (as the guarantor) delivered a customary non-recourse carveout guaranty to the Lenders (the “Mortgage Loan Guaranty”), under which NLOP guaranteed the

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obligations and liabilities of the NLOP Mortgage Loan Borrowers to the Lenders with respect to certain non-recourse carveout events and circumstances under which the NLOP Mortgage Loan will be fully recourse to the NLOP Mortgage Loan Borrowers.

The loan documents evidencing the NLOP Mortgage Loan (including the NLOP Mortgage Loan Agreement, the Mortgage Loan Guaranty, mortgages, deeds of trust, notes, and other documents, collectively, the “NLOP Mortgage Loan Documents”) include customary representations, warranties and covenants of the NLOP Mortgage Loan Borrowers and NLOP, as further described in the NLOP Mortgage Loan Agreement. The NLOP Mortgage Loan Agreement prohibits the NLOP Mortgage Loan Borrowers from granting any mortgage, assignment or pledge with respect to any of its assets without the Lender’s consent. As of the date the NLOP Mortgage Loan Agreement was executed, the NLOP Mortgage Loan Borrowers were in compliance with these covenants.

The NLOP Mortgage Loan Agreement also contains certain cash management provisions which provide that all cash from the Mortgaged Properties is held by the Lenders and applied pursuant to a waterfall set forth in the NLOP Mortgage Loan Agreement, with excess cash flow being retained by the Lenders (subject to NLOP Mortgage Loan Borrowers’ right to request funds for certain permitted payments). In addition, upon the occurrence of certain trigger events (such as specified Events of Default or a bankruptcy event with respect to NLOP Mortgage Loan Borrower), the Lenders have the right to retain any excess cash flow as additional collateral for the loan, until such trigger event is cured, subject to certain rights to distributions for REIT compliance purposes and current interest on the NLOP Mezzanine Loan described below.

The NLOP Mortgage Loan Documents also include customary events of default (including the nonpayment of any fees payable pursuant to the NLOP Mortgage Loan Documents), the occurrence of which, following any applicable grace period, would permit the Lenders to, among other things, declare the principal, accrued interest and other obligations of the NLOP Mortgage Loan Borrowers under the NLOP Mortgage Loan Documents to be immediately due and payable and foreclose on the Mortgaged Properties or the pledged equity in the NLOP Mortgage Loan Borrowers (and, with respect to the NLOP Mortgage Loan Borrowers that are limited partnerships, the general partners thereof), NLO Holding Company LLC, NLO MB TRS LLC and/or NLO SubREIT LLC. The NLOP Mortgage Loan Agreement also provides for an increased default rate in the event of a default.

NLOP Mezzanine Loan

Pursuant to the loan agreement governing the NLOP Mezzanine Loan (the “NLOP Mezzanine Loan Agreement”), the NLOP Mezzanine Loan shall be structurally subordinated to the NLOP Mortgage Loan and secured by assets customary for a mezzanine loan, including a pledge of 100% of the common equity interests in the NLOP Mezzanine Borrower and a pledge of 100% of the equity interests in a wholly owned subsidiary of the NLOP Mezzanine Borrower. The NLOP Mezzanine Loan is scheduled to mature approximately five years after the date on which the NLOP Mezzanine Loan Agreement is funded.

Upon funding of the borrowing pursuant to the NLOP Mezzanine Loan, the NLOP Mezzanine Loan will bear interest at an annual rate of 14.5%, 10% of which is required to be paid current on a monthly basis, and 4.5% of which will be a payment-in-kind (PIK) accrual (on a quarterly basis).

The NLOP Mezzanine Loan is pre-payable in whole, but not in part, at the election of the NLOP Mezzanine Borrower. The NLOP Mezzanine Borrower may also partially prepay borrowings under the NLOP Mezzanine Loan upon the sale of individual Mortgaged Properties, subject to satisfaction of certain conditions. Upon any such prepayment within the first three years after the date the NLOP Mezzanine Loan Agreement was entered into, the Lenders will be paid an exit fee as set forth in the NLOP Mezzanine Loan Agreement.

In connection with the NLOP Mezzanine Loan Agreement, NLOP (as the guarantor) delivered a customary non-recourse carveout guaranty to the Lenders (the “Mezzanine Guaranty”), under which NLOP guaranteed the obligations and liabilities of the Mezzanine Borrower to the Lenders with respect to certain non-recourse carveout events and circumstances under which the NLOP Mezzanine Loan will be fully recourse to the NLOP Mezzanine Borrower.

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The loan documents evidencing the NLOP Mezzanine Loan (including the NLOP Mezzanine Loan Agreement, the Mezzanine Guaranty, mortgages, deeds of trust, notes, and other documents, collectively, the “NLOP Mezzanine Loan Documents”) include customary representations, warranties and covenants of the NLOP Mortgage Loan Borrowers and NLOP, in each case, as further described in the NLOP Mezzanine Loan Agreement. The NLOP Mezzanine Loan Agreement prohibits the NLOP Mezzanine Borrower from granting any mortgage, assignment or pledge with respect to any of its assets without the Lender’s consent. As of the date the NLOP Mezzanine Loan Agreement was executed, the NLOP Mezzanine Loan Borrower was in compliance with these covenants.

The NLOP Mezzanine Loan Documents also include customary events of default (including cross-default provisions with respect to events of default under the NLOP Mortgage Loan and the nonpayment of any fees payable pursuant to the NLOP Mezzanine Loan Documents), the occurrence of which, following any applicable grace period, would permit the Lenders to, among other things, declare the principal, accrued interest and other obligations of the NLOP Mezzanine Loan Borrower under the NLOP Mezzanine Loan Documents to be immediately due and payable. The NLOP Mezzanine Loan Agreement also provides for an increased default rate in the event of a default. In addition, upon an event of default under the NLOP Mezzanine Loan, Lender has the right to take control of the NLOP Mezzanine Borrower.

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DESCRIPTION OF OUR SECURITIES

The following summary of the terms of the securities of NLOP does not purport to be complete and is subject to and qualified in its entirety by reference to the MGCL and our Declaration of Trust and our Bylaws, which will be in effect prior to the Distribution. Copies of our Declaration of Trust and Bylaws will be filed with the SEC and will be incorporated by reference as exhibits to the registration statement on Form 10 of which this information statement is a part, and the applicable provisions of Maryland law. See the section entitled “Where You Can Find More Information.”

General

Our Declaration of Trust authorizes us to issue up to              shares of beneficial interest, consisting of              common shares of beneficial interest, $0.001 par value per share and              preferred shares of beneficial interest, $0.001 par value per share.

Upon completion of the Distribution, we expect that we will have an aggregate of approximately               common shares of beneficial interest issued and outstanding, based on the number of issued and outstanding shares of WPC common stock as of the record date and no preferred shares of beneficial interest issued and outstanding.

Common Shares

Subject to the restrictions on ownership and transfer of our shares of beneficial interest discussed below under the caption “–Restrictions on Ownership and Transfer” and the voting rights of holders of outstanding shares of beneficial interest of any other class or series of our shares, holders of our common shares will be entitled to one vote for each share held of record on all matters on which shareholders are entitled to vote generally, including the election or removal of trustees.

Holders of our common shares will be entitled to receive dividends if, as and when authorized by our Board and pursuant to our Declaration of Trust and declared by us out of assets legally available for the payment of dividends. Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of outstanding shares of beneficial interest of any class or series of our shares of beneficial interest having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of our common shares will not have preemptive, subscription, redemption, preference, exchange, conversion or appraisal rights. There will be no sinking fund provisions applicable to the common shares. All issued and outstanding common shares will be fully paid and nonassessable and will have equal dividend, distribution, liquidation and other rights and have no preference rights. The rights, powers, preferences and privileges of holders of our common shares will be subject to those of the holders of any of our preferred shares or any other class or series of shares of beneficial interest we may authorize and issue in the future.

Under Maryland law, a Maryland real estate investment trust generally may not amend its declaration of trust (with limited exceptions), or merge with or convert into another entity, unless the action is advised by its Board of Trustees and approved by the affirmative vote of shareholders entitled to cast at least two-thirds of the votes entitled to be cast on the matter. As permitted by Maryland law, our Declaration of Trust provides that any of these actions, once advised by our Board, may be approved by the affirmative vote of shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter. However, unlike a Maryland corporation, a Maryland real estate investment trust is not required to obtain shareholder approval for a sale of all or substantially all of its assets or to dissolve, and such requirements are not required in our Declaration of Trust in order to provide the Trustees with additional flexibility in realizing the value of the Office Properties. See “– Certain Provisions of Maryland Law and Our Declaration of Trust and Bylaws.”

Further, under Maryland law, the declaration of trust of a Maryland real estate investment trust may permit the trustees, by a two-thirds vote, to amend the declaration of trust from time to time to qualify as a REIT under the Code or the Maryland real estate investment trust law, without the affirmative vote or written consent of the shareholders. Our Declaration of Trust permits such action by the Board.

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The Board has the right to adopt and amend the Bylaws. Additionally, our Bylaws provide that shareholders may adopt, alter or repeal any provision in the Bylaws by the affirmative vote of a majority of the votes entitled to be cast on the matter, to the extent permitted by law. See “– Certain Provisions of Maryland Law and Our Declaration of Trust and Bylaws.”

Power to Reclassify and Issue Shares of Beneficial Ownership

Subject to the rights of holders of any outstanding of our preferred shares, our Board will be able to, without approval of holders of our common shares, classify and reclassify any unissued shares of beneficial interest into other classes or series of shares of beneficial interest, including one or more classes or series of shares of beneficial interest that have preference over our common shares with respect to dividends or upon liquidation, or have voting rights and other rights that differ from the rights of the common shares, and authorize us to issue the newly-classified shares of beneficial interest. Before authorizing the issuance of shares of beneficial interest of any new class or series, our Board will be required to set, subject to Maryland Law and the provisions in our Declaration of Trust relating to the restrictions on ownership and transfer of shares of beneficial interest, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series of shares of beneficial interest. In addition, our Declaration of Trust authorizes our Board, with the approval of a majority of our Board and without shareholder approval, to amend our Declaration of Trust to increase or decrease the aggregate number of shares of beneficial interest, or the number of shares of beneficial interest of any class or series, that we are authorized to issue, subject to the rights of holders of our preferred shares. These actions will be able to be taken without the approval of holders of our common shares unless such approval is required by applicable law, the terms of any other class or series of our shares of beneficial interest or the rules of any stock exchange or automated quotation system on which any of our shares of beneficial interest are listed or traded.

Preferred Shares

Prior to issuance of shares of each class or series of preferred shares having terms not already established pursuant to our Declaration of Trust, our Board is required by Maryland law and our Declaration of Trust to set the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms and conditions of redemption for each such class or series. Our Board could authorize the issuance of preferred shares that have priority over our common shares with respect to dividends or rights upon liquidation or with terms and conditions which could have the effect of delaying, deferring or preventing a transaction or a change of control of NLOP that might involve a premium price for holders of our common shares or otherwise be in their best interests.

Restrictions on Ownership and Transfer

In order for us to qualify as a REIT for U.S. federal income tax purposes, our shares of beneficial interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of beneficial interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) during the last half of a taxable year.

Our Declaration of Trust contains restrictions on the ownership and transfer of our shares of beneficial interest. Subject to the exceptions described below, our Declaration of Trust provides that no person or entity will be able to beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% of outstanding common shares, in value or by number of shares, whichever is more restrictive, or more than 9.8%, in value or by number of shares, whichever is more restrictive, of shares of each class and series of outstanding preferred shares.

The constructive ownership rules under the Code are complex and may cause shares of beneficial interest owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of 9.8% or less of a class or series of our shares of beneficial interest, or the acquisition of an interest in an entity that owns our shares of beneficial interest, could, nevertheless, cause the acquirer or another individual or entity to own our shares of beneficial interest in excess of the ownership limit.

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In addition, our Declaration of Trust provides that our Board will have the power to, upon receipt of certain representations and agreements and in its sole discretion, prospectively or retroactively, exempt a person from the ownership limit or establish a different limit on ownership for a particular shareholder if the shareholder’s ownership in excess of the ownership limit would not result in our being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise failing to qualify as a REIT. As a condition to granting a waiver of the ownership limit or creating an excepted holder limit, our Board will be able, but will not be required, to require an opinion of counsel or IRS ruling satisfactory to our Board as it may deem necessary or advisable to determine or ensure our status as a REIT and may impose such other conditions or restrictions as it deems appropriate. Our Board’s ability to grant a waiver of the ownership limit or create an excepted holder limit may be limited by the use of certain dividend procedures which the Company may be required to utilize in order to continue to qualify as a REIT and certain restrictions on changes in ownership set forth in the NLOP Financing Arrangements.

In connection with granting a waiver of the ownership limit or creating or modifying an excepted holder limit, or at any other time, our Declaration of Trust provides that our Board will be able to increase or decrease the ownership limit unless, after giving effect to any increased or decreased ownership limit, five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) could beneficially own or constructively own, in the aggregate, more than 50% in value of the shares of our beneficial interest then outstanding or we would otherwise fail to qualify as a REIT. A decreased ownership limit will not apply to any person or entity whose percentage ownership of our shares of beneficial interest is in excess of the decreased ownership limit until the person or entity’s ownership of our shares equals or falls below the decreased ownership limit, but any further acquisition of our shares of beneficial interest will be subject to the decreased ownership limit.

Our Declaration of Trust also provides that:

•any person is prohibited from owning our shares of beneficial interest that, if effective, would cause us or any of our subsidiary REITs, as applicable, to constructively own more than 10% of the ownership interests, assets or net profits in (i) any of our tenants or (ii) any tenant of one of our direct or indirect subsidiaries, to the extent such ownership would cause us or any of our subsidiary REITs, as applicable, to fail to qualify as a REIT;

•any person is prohibited from beneficially or constructively owning our shares of beneficial interest that would result in our or any of our subsidiary REITs, as applicable, being “closely held” under Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year) or otherwise cause us or any of our subsidiary REITs, as applicable, to fail to qualify as a REIT; and

•any person is prohibited from transferring our shares of beneficial interest if the transfer would result in our shares of beneficial interest being beneficially owned by fewer than 100 persons.

Our Declaration of Trust provides that any person who acquires or attempts or intends to acquire beneficial or constructive ownership of our shares of beneficial interest that will or may violate the ownership limit or any other restrictions on ownership and transfer of our shares of beneficial interest discussed above, and any person who owned or would have owned our shares of beneficial interest that are transferred to a trust for the benefit of one or more charitable beneficiaries described below, will be required to give immediate written notice of such an event or, in the case of a proposed or attempted transfer, give at least 15 days’ prior written notice to us and provide us with such other information as we may request in order to determine the effect of the transfer on our status as a REIT. The provisions of our Declaration of Trust relating to the restrictions on ownership and transfer of our shares will not apply if our Board determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT, or that compliance is no longer required in order for us to qualify as a REIT.

Our Declaration of Trust provides that any attempted transfer of our shares of beneficial interest that, if effective, would result in our shares of beneficial interest being beneficially owned by fewer than 100 persons will be void ab initio and the intended transferee will acquire no rights in such shares of beneficial interest. Our Declaration of Trust provides that any attempted transfer of our shares of beneficial interest that, if effective, would result in a violation of the ownership limit (or other limit established by our Declaration of Trust or our Board), any

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person owning our shares of beneficial interest that, if effective, would cause us or any of our subsidiary REITs, as applicable, to constructively own more than 10% of the ownership interests, assets or net profits in (i) any of our tenants or (ii) any tenant of one of our direct or indirect subsidiaries, to the extent such ownership would cause us or any of our subsidiary REITs, as applicable, to fail to qualify as a REIT, or our or any of our subsidiary REITs, as applicable, being “closely held” under Section 856(h) of the Code or our or any of our subsidiary REITs, as applicable, otherwise failing to qualify as a REIT, will be transferred automatically to a trust for the exclusive benefit of one or more charitable beneficiaries, and the intended transferee will not acquire any rights in the shares and, if such voidness is not effective, then the transfer of the number of shares of beneficial interest causing the violation will be void ab initio, and the intended transferee will not acquire any rights in the shares. The automatic transfer will be effective as of the close of business on the business day before the date of the attempted transfer or other event that resulted in a transfer to the trust. Our Declaration of Trust provides that if the transfer to the trust as described above does not occur or is not automatically effective, for any reason, to prevent a violation of the applicable restrictions on ownership and transfer of our shares, then the attempted transfer which, if effective, would have resulted in a violation on the restrictions of ownership and transfer of our shares, will be void ab initio and the intended transferee will acquire no rights in such shares of beneficial interest.

Our Declaration of Trust provides that our shares of beneficial interest held in the trust will be issued and outstanding shares of beneficial interest. The intended transferee may not benefit economically from ownership of any shares of beneficial interest held in the trust and will have no rights to dividends and no rights to vote or other rights attributable to the shares of beneficial interest held in the trust. The trustee of the trust will exercise all voting rights and receive all dividends and other distributions with respect to shares held in the trust for the exclusive benefit of the charitable beneficiary of the trust. Our Declaration of Trust provides that any dividend or other distribution paid before we discover that the shares of beneficial interest have been transferred to a trust as described above must be repaid by the recipient to the trustee upon demand by us. Pursuant to our Declaration of Trust, subject to Maryland law, effective as of the date that the shares of beneficial interest have been transferred to the trust, the trustee will have the authority to rescind as void any vote cast by an intended transferee before our discovery that the shares of beneficial interest have been transferred to the trustee and to recast the vote in accordance with the direction of the trustee acting for the benefit of the charitable beneficiary of the trust.

Pursuant to our Declaration of Trust, within 20 days of receiving notice from us of a transfer of shares of beneficial interest to the trust, the trustee must sell the shares to a person, designated by the trustee, that would be permitted to own the shares without violating the ownership limit or the other restrictions on ownership and transfer of our shares of beneficial interest in our Declaration of Trust. After such sale of the shares of beneficial interest, the interest of the charitable beneficiary in the shares of beneficial interest sold will terminate and the trustee must distribute to the intended transferee, an amount equal to the lesser of:

•the price paid by the intended transferee for the shares of beneficial interest or, if the intended transferee did not give value for the shares of beneficial interest in connection with the event that resulted in the transfer to the trust at the market price of the shares of beneficial interest on the day of the event that resulted in the transfer of such shares of beneficial interest to the trust; and

•the sales proceeds received by the trustee for the shares of beneficial interest.

Any net sales proceeds in excess of the amount payable to the intended transferee shall be paid to the charitable beneficiary.

Our Declaration of Trust provides that NLOP shares of beneficial interest held in the trust will be deemed to be offered for sale to us, or our designee, at a price per share equal to the lesser of:

•the price per share in the transaction that resulted in the transfer to the trust or, in the case of a gift, devise or other such transaction, at market price, at the time of such gift, devise or other such transaction; and

•the market price on the date we accept, or our designee accepts, such offer.

The amount payable to the transferee may be reduced by the amount of any dividends or other distributions that we paid to the intended transferee before we discovered that the shares of beneficial interest had been transferred to

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the trust and that is owed by the intended transferee to the trustee as described above. We may accept the offer until the trustee has otherwise sold the NLOP shares of beneficial interest held in the trust. Pursuant to our Declaration of Trust, upon a sale to us, the interest of the charitable beneficiary in the shares of beneficial interest sold will terminate and the trustee must distribute the net proceeds of the sale to the intended transferee and distribute any dividends or other distributions held by the trustee with respect to the shares of beneficial interest to the charitable beneficiary.

Every owner of 5% or more (or such lower percentage as required by the Code or the regulations promulgated thereunder) of the outstanding NLOP shares of beneficial interest, within 30 days after the end of each taxable year, must give us written notice stating the person’s name and address, the number of shares of each class and series of our preferred shares that the person beneficially owns and a description of the manner in which the shares are held. Each such owner also must provide us with any additional information that we request in order to determine the effect, if any, of the person’s beneficial ownership on our status as a REIT and to ensure compliance with the ownership limit. In addition, any person or entity that is a beneficial owner or constructive owner of our shares of beneficial interest and any person or entity (including the shareholder of record) who is holding our shares of beneficial interest for a beneficial owner or constructive owner will be required to, on request, disclose to us such information as we may request in order to determine our status as a REIT or to comply, or determine our compliance, with the requirements of any governmental or taxing authority.

If our Board authorizes any of our shares of beneficial interest to be represented by certificates, the certificates will bear a legend referring to the restrictions described above.

These restrictions on ownership and transfer of our shares of beneficial interest could delay, defer or prevent a transaction or a change of control of us that might involve a premium price for our common shares or otherwise be in the best interests of our shareholders.

Certain Provisions of Maryland Law and Our Declaration of Trust and Bylaws

The following summary of certain provisions of Maryland law and of our Declaration of Trust and Bylaws is only a summary, and is subject to, and qualified in its entirety by reference to, our Declaration of Trust and Bylaws and the applicable provisions of Maryland law.

Election and Removal of Trustees

Our Declaration of Trust and Bylaws provide that the number of our trustees may be established, increased or decreased only by a majority of our Board but may not be more than fifteen. Under Maryland real estate investment trust law, we may not have fewer than one trustee. Our Declaration of Trust will initially divide our Board into three classes, denominated as Class I, Class II and Class III. Class I will serve until the 2025 annual meeting of shareholders, at which annual meeting such trustees will be elected to a term expiring at the 2027 annual meeting of shareholders. Class II will serve until the 2026 annual meeting of shareholders, at which annual meeting such trustees will be elected to a term expiring at the 2027 annual meeting of shareholders, and Class III will serve until the 2027 annual meeting of shareholders at which annual meeting all trustees will be elected to a term expiring at the 2028 annual meeting of shareholders. Commencing with the 2027 annual meeting of shareholders, each trustee shall be elected annually for a term of one year and shall hold office until the next succeeding annual meeting and until a successor is duly elected and qualifies.

Our Bylaws provide for the election of trustees, in uncontested elections, by a majority of the votes cast for and against such nominee at a meeting of shareholders duly called and at which a quorum is present. In contested elections, the election of trustees shall be by a plurality of all votes cast. If a nominee who is currently serving as a trustee is not re-elected, Maryland law provides that the trustee would continue to serve on the Board as a “holdover” trustee. However, under our Corporate Governance Guidelines, each trustee nominee who does not receive the required majority vote for election must submit a resignation. The Nominating and Corporate Governance Committee would then make a recommendation to the Board about whether to accept or reject the resignation or take other action. The Board would act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date the election results

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were certified. If the Board accepts a trustee’s resignation, it may fill the resulting vacancy or decrease the size of the Board as provided in our Bylaws.

Our Declaration of Trust and Bylaws provide that any vacancy on our Board may be filled only by the affirmative vote of a majority of the remaining trustees in office, even if the remaining trustees do not constitute a quorum of the Board, except that a vacancy created by the removal of a trustee by shareholders may also be filled by the requisite vote or consent of shareholders set forth in our Bylaws.

Our Declaration of Trust also provides that, subject to the rights of holders of one or more classes or series of preferred shares to elect or remove one or more trustees, a trustee may be removed only for cause (defined as a conviction of a felony or a final judgment of a court of competent jurisdiction holding that such trustee caused demonstrable, material harm to the trust through willful misconduct, bad faith or active and deliberate dishonesty) and only by the affirmative vote of shareholders holding a majority of all of the shares then outstanding and entitled to vote generally in the election of trustees.

The holders of our common shares will not have cumulative voting rights in the election of trustees, which means that the holders of a majority of the outstanding common shares can elect all of the trustees then standing for election.

Amendment to Declaration of Trust and Bylaws

Amendments to our Declaration of Trust must be advised by our Board and approved by the affirmative vote of our shareholders entitled to cast a majority of all of the votes entitled to be cast on the matter. Our Declaration of Trust may also be amended by our Board without shareholder approval as allowed under Maryland law, in any manner in which the charter of a Maryland corporation may be amended without shareholder approval and as provided in our Declaration of Trust. Each of our Board and our shareholders, by the affirmative vote of not less than a majority of all shares then outstanding and entitled to be cast on the matter, have the power to amend our Bylaws.

No Shareholder Rights Plan

We do not have a shareholder rights plan, and will not adopt a shareholder rights plan in the future without (i) the prior approval of our shareholders by the affirmative vote of a simple majority of our shareholders or (ii) seeking ratification from our shareholders within 12 months of adoption of such rights plan if our Board determines, in the exercise of its duties under applicable law, that it is in our best interest to adopt a rights plan without the delay of seeking prior shareholder approval.

Business Combinations

Under the Business Combination Act, certain “business combinations” between a Maryland real estate investment trust and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger, consolidation, share exchange, and, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested shareholder is defined as:

•any person (other than the trust or a subsidiary) who beneficially, directly or indirectly, owns 10% or more of the voting power of the trust’s outstanding shares after the date on which the trust had 100 or more beneficial owners of shares; or

•an affiliate or associate of the trust who, at any time within the two-year period before the date in question and after the date on which the trust had 100 or more beneficial owners of its shares, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the trust’s then-outstanding voting shares of the trust.

A person is not an interested shareholder under the Business Combination Act if the Board approves in advance the transaction by which the person otherwise would have become an interested shareholder. In approving the

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transaction, the Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the Board.

After the five-year prohibition, any business combination between the Maryland trust and the interested shareholder generally must be recommended by the Board and approved by the affirmative vote of at least:

•80% of the votes entitled to be cast by holders of outstanding voting shares of the trust; and

•two-thirds of the votes entitled to be cast by holders of outstanding voting shares of the trust other than voting shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

These super-majority vote requirements do not apply if the holders of the trust’s common shares receive a minimum price, as defined under the Business Combination Act, for their shares in the form of cash or other consideration in the same form as previously paid by the interested shareholder for its shares.

As permitted under Maryland law, we have elected by resolution of our Board to opt out of the foregoing provisions on business combinations. However, we cannot assure you that our Board will not opt to be subject to such provisions in the future, including opting to be subject to such provisions retroactively.

Control Share Acquisitions

The MCSAA provides that a holder of control shares of a Maryland real estate investment trust acquired in a control share acquisition has no voting rights with respect to the control shares except to the extent approved by a vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquirer, by officers or by employees who are trustees of the trust are excluded from shares entitled to vote on the matter. Control shares are voting shares that, if aggregated with all other shares owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise or direct voting power in electing trustees within one of the following ranges of voting power:

•one-tenth or more but less than one-third;

•one-third or more but less than a majority; or

•a majority or more of all voting power.

Control shares do not include shares the acquirer is then entitled to vote as a result of having previously obtained shareholder approval or shares acquired directly from us. A control share acquisition means the acquisition of issued and outstanding control shares, subject to certain exceptions.

A person who has made or proposes to make a control share acquisition may compel the Board to call a special meeting of shareholder to be held within 50 days of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction of certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the trust may itself present the question at any shareholders meeting.

If voting rights are not approved at the meeting or if the acquirer does not deliver an acquiring person statement as required by the statute, then the trust may, subject to certain limitations and conditions, redeem for fair value any or all of the control shares, except those for which voting rights have previously been approved. Fair value is determined, without regard to the absence of voting rights for the control shares, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition; or, if a meeting of shareholders is held at which the voting rights of the shares are considered and not approved, then as of the date of the meeting. If voting rights for control shares are approved at a shareholders meeting and the acquirer becomes entitled to exercise or direct the exercise of a majority of the voting power, all other shareholders may exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest price per share paid by the acquirer in the control share acquisition.

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The MCSAA does not apply (a) to shares acquired in a merger, consolidation or share exchange if the trust is a party to the transaction or (b) to acquisitions approved or exempted by our Declaration of Trust or Bylaws of the trust.

Our Bylaws contain a provision exempting any acquisition of our shares by any person from the foregoing provisions on control shares. In the event that our Bylaws are amended to modify or eliminate this provision, certain acquisitions of outstanding shares of our common shares may constitute control share acquisitions and may be subject to the MCSAA.

Unsolicited Takeovers

The Maryland Unsolicited Takeover Act (Title 3, Subtitle 8 of the MGCL) (the “MUTA”) permits a Maryland real estate investment trust with a class of equity securities registered under the Exchange Act and at least three independent trustees to elect, by provision in its Declaration of Trust or Bylaws or a resolution of its Board and without the need for shareholder approval, and notwithstanding any contrary provision in our Declaration of Trust or Bylaws, unless our Declaration of Trust or a resolution adopted by the Board prohibits such election, to be subject to any or all of five provisions, including:

•a classified Board;

•a two-thirds vote requirement for removing a trustee;

•a requirement that the number of trustees be fixed only by vote of the trustees;

•a requirement that a vacancy on the Board be filled only by the affirmative vote of a majority of the remaining trustees and for the remainder of the full term of the class of trustees in which the vacancy occurred and until a successor is elected and qualifies; and

•a provision that a special meeting of shareholders must be called upon shareholder request only on the written request of shareholders entitled to cast a majority of the votes entitled to be cast at the meeting.

Our Declaration of Trust provides that we are prohibited from electing to be subject to any or all of the provisions of the MUTA unless such election is first approved by the affirmative vote of shareholders of not less than a majority of all shares of ours then outstanding and entitled to be cast on the matter.

Through provisions in our Declaration of Trust and Bylaws unrelated to the MUTA, (1) our Board will be classified until the 2027 annual meeting of shareholders, (2) a trustee may be removed only for cause and only by the affirmative vote of a majority of the shares then outstanding and entitled to vote generally in the election of trustees, (3) vacancies on our Board may generally only be filled by our Board, except for vacancies created by the removal of a trustee by shareholders, (4) our Board has the exclusive power to fix the number of trustees, and (5) we require the request of shareholders entitled to cast a majority of all votes entitled to be cast at the meeting to call a special meeting (unless the special meeting is called by our Board, our Chief Executive Officer or the Lead Trustee of our Board as described below under “– Special Meetings of Shareholders”).

Special Meetings of Shareholders

Our Board or the Lead Trustee of our Board or Chief Executive Officer may call a special meeting of our shareholders. Our Bylaws provide that a special meeting of our shareholders to act on any matter that may properly be considered at a meeting of our shareholders must also be called by our secretary upon the written request of shareholders entitled to cast a majority of all the votes entitled to be cast on such matter at the meeting and containing the information required by our Bylaws.

Shareholder Action by Written Consent

Our Declaration of Trust permits shareholder action by consent in lieu of a meeting to the extent permitted by our Bylaws. Our Bylaws provide that any action required or permitted to be taken at any meeting of the holders of common shares entitled to vote generally in the election of trustees may be taken without a meeting (a) if a

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unanimous consent setting forth the action is given in writing or by electronic transmission by each shareholder entitled to vote on the matter and filed with the minutes of proceedings of the shareholders or (b) if the action is advised, and submitted to the shareholders for approval, by our Board and a consent in writing or by electronic transmission of shareholders entitled to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting of shareholders is delivered to us in accordance with the MGCL. We will give notice of any action taken by less than unanimous consent to each shareholder not later than ten days after the effective time of such action.

Competing Interests and Activities of Our Trustees and Officers

Our Declaration of Trust provides that we have the power to renounce, by resolution of our Board, any interest or expectancy in, or in being offered an opportunity to participate in, business opportunities or classes or categories of business opportunities that are (i) presented to us or (ii) developed by or presented to one or more of our trustees or officers.

Advance Notice of Trustee Nomination and New Business

Our Bylaws provide that nominations of individuals for election as trustees and proposals of business to be considered by shareholders at any annual meeting may be made only (1) pursuant to our notice of the meeting, (2) by or at the direction of our Board or any duly authorized committee of our Board or (3) by any shareholder present in person or by proxy who was a shareholder of record both at the time of provision of notice by the shareholders and at the time of the meeting, who is entitled to vote at the meeting in the election of the individuals so nominated or on such other proposed business and who has complied with the advance notice procedures of our Bylaws. Shareholders generally must provide notice to our secretary not earlier than the 150th day nor later than the close of business on the 120th day before the first anniversary of the date of our proxy statement for the preceding year’s annual meeting.

Only the business specified in the notice of the meeting may be brought before a special meeting of our shareholders. Nominations of individuals for election as trustees at a special meeting of shareholders may be made only (1) by or at the direction of our Board or any duly authorized committee of our Board or (2) if the special meeting has been called in accordance with our Bylaws for the purpose of electing trustees, by any shareholder who is a shareholder of record both at the time of provision of notice and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the advance notice procedures of our Bylaws. Shareholders generally must provide notice to our secretary not earlier than the 120th day before such special meeting and not later than the close of business on the later of the 90th day before such special meeting or the tenth day after the first public announcement of the date of the special meeting and the nominees of our Board to be elected at the meeting.

A shareholder’s notice must contain certain information specified by our Bylaws about the shareholder, its affiliates and any proposed business or nominee for election as a trustee, including information about the economic interest of the shareholder, its affiliates and any proposed nominee in us.

Effect of Certain Provisions of Maryland Law and our Declaration of Trust and Bylaws

The restrictions on ownership and transfer of our shares discussed under the caption “ – Restrictions on Ownership and Transfer” prohibit any person from acquiring, with respect to any class or series of NLOP’s shares of beneficial interest, more than 9.8% (in value or by number of shares, whichever is more restrictive) of the aggregate of the outstanding shares of such class or series of NLOP’s shares of beneficial interest, including our common shares, without the approval of our Board. These provisions may delay, defer or prevent a change in control of us. Further, subject to the rights of holders of preferred shares, our Board has the power to increase the aggregate number of authorized shares, or the number of authorized shares of any class or series, and to classify and reclassify any unissued NLOP shares of beneficial interest into other classes or series of shares, and to authorize us to issue the newly-classified shares, as discussed above under the captions “ – Common Shares” and “ – Power to Reclassify and Issue Shares of Beneficial Ownership,” and could authorize the issuance of shares of common shares or another class or series of shares, including a class or series of preferred shares, that could have the effect of delaying, deferring or preventing a change in control of us. We believe that the power to increase the aggregate number of

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authorized shares and to classify or reclassify unissued shares of common or preferred shares, without approval of holders of our common shares, provides us with increased flexibility in structuring possible future financings and in meeting other needs that might arise.

The staggered terms of trustees may also delay, defer or prevent an attempt to change control of NLOP through a tender offer or proxy contest. In addition, our Declaration of Trust and Bylaws also provide that the number of trustees may be established only by our Board and that trustees may only be removed for cause. The provisions of our Bylaws discussed above under the captions “ – Special Meetings of Shareholders” and “ – Advance Notice of Trustee Nomination and New Business” require shareholders seeking to call a special meeting, nominate an individual for election as a trustee or propose other business at an annual meeting to comply with certain notice and information requirements. We believe that these provisions will help to assure the continuity and stability of our business strategies and policies as determined by our Board and promote good corporate governance by providing us with clear procedures for calling special meetings, information about a shareholder proponent’s interest in us and adequate time to consider shareholder nominees and other business proposals. However, these provisions, alone or in combination, could make it more difficult for our shareholders to remove incumbent trustees or fill vacancies on our Board with their own nominees and could delay, defer or prevent a change in control, including a proxy contest or tender offer that might involve a premium price for our common shareholders or otherwise be in the best interest of our shareholders.

Exclusive Forum

Our Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Circuit Court for Baltimore City, Maryland (and any shareholder that is a party to any action or proceeding pending in such Court shall cooperate in having the action or proceeding assigned to the Business & Technology Case Management Program), or, if that court does not have jurisdiction, the United States District Court for the District of Maryland, Baltimore Division, will be the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of any duty owed by any of our present or former trustees, officers, other employees or agents to us or to our shareholders, (c) any action asserting a claim against us or any of our present or former trustees, officers, other employees or agents arising pursuant to any provision of the Maryland real estate investment trust law or our Declaration of Trust or Bylaws or (d) any action asserting a claim against us or any of our present or former trustees or officers or other employees that is governed by the internal affairs doctrine. This exclusive forum provision does not apply to claims under the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.

Limitation of Liability and Indemnification of Trustees and Officers

Maryland law permits us to include a provision in our Declaration of Trust eliminating the liability of our trustees and officers to us and our shareholders for money damages, except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) a final judgment based upon a finding that his or her action or failure to act was the result of active and deliberate dishonesty by the trustee or officers and was material to the cause of action adjudicated. Our Declaration of Trust contains a provision that eliminates our trustees’ or officers’ liability to us and our shareholders for money damages to the maximum extent permitted by Maryland law. Maryland law also permits us to include a provision in our Declaration of Trust providing that none of our shareholders will be personally liable by reason of such shareholder’s status as a shareholder for any of our obligations.

Maryland law permits us and our Declaration of Trust and our Bylaws require us to indemnify a present or former trustee or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits us to indemnify our present and former trustees and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to

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which they may be made or threatened to be made a party to, or witness in, by reason of their service in those or certain other capacities unless it is established that:

•the act or omission of the trustee or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

•the trustee or officer actually received an improper personal benefit in money, property or services; or

•in the case of any criminal proceeding, the trustee or officer had reasonable cause to believe that the act or omission was unlawful.

However, Maryland law prohibits us from indemnifying a trustee or officer who has been adjudged liable in a suit by us or on our behalf or in which the trustee or officer was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the trustee or officer is fairly and reasonably entitled to indemnification, even though the trustee or officer did not meet the standard of conduct for indemnification set forth above or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by us or on our behalf, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses.

Our Declaration of Trust and our Bylaws obligate us, to the maximum extent permitted by Maryland law in effect from time to time, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

•any present or former trustee or officer against any claim or liability to which he or she may become subject by reason of service in such capacity; or

•any individual who, while a trustee or officer of our trust and at our request, serves or has served as a director, trustee, officer, partner, member or manager of another corporation, REIT, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise from and against any claim or liability to which such person may become subject or which such person may incur by reason of his or her service in such capacity.

Our Declaration of Trust and Bylaws provide that we have the power, with approval of our Board, to provide such indemnification and advance of expenses to a person who served a predecessor of us in any such capacity described above and to any employee or agent of us or a predecessor of us.

Indemnification Agreements

We have entered into an indemnification agreement with each of our trustees and executive officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to trustees or executive officers, we have been informed that, in the opinion of the SEC such indemnification is against public policy and is therefore unenforceable.

We have purchased and maintain insurance on behalf of all of our trustees and executive officers against liability asserted against or incurred by them in their official capacities, whether or not we are required to have the power to indemnify them against the same liability.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

This section summarizes the material U.S. federal income tax considerations associated with an investment in our common shares. For purposes of this discussion, references to “we,” “our” and “us” mean only NLOP and do not include any of its subsidiaries, except as otherwise indicated. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to holders of our common shares. The summary is based on the Code, final, temporary and proposed U.S. Treasury regulations, administrative rulings and court decisions in effect as of the date of this information statement, all of which are subject to change at any time, possibly with retroactive effect. Any such change could alter the U.S. federal income tax consequences described herein. No ruling has been sought from the Internal Revenue Service (the “IRS”) regarding our qualification as a REIT for U.S. federal income tax purposes, and there can be no assurance that the IRS will not challenge any of the U.S. federal income tax consequences described herein. Moreover, the statements in this information statement, and the opinion of counsel described below, are not binding on the IRS or a court and do not preclude the IRS from asserting, or a court from sustaining, a contrary result. This discussion also is based upon the assumption that we will operate our company and its subsidiaries in accordance with their applicable organizational documents and in the manner that we have represented. This discussion does not address the actual material U.S. federal income tax consequences of the ownership and disposition of our common shares to any particular holder, which depend on that shareholder’s particular tax circumstances. In addition, this discussion does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any federal tax other than the income tax, associated with the ownership or disposition of our common shares or our election to be taxed as a REIT.

The U.S. federal income tax treatment of holders of our common shares, depends in some instances on determinations of fact and interpretations of complex provisions of U.S. federal income tax law for which no clear precedent or authority may be available. You are urged to consult your tax advisor regarding the tax consequences to you of:

•the acquisition, ownership and disposition of our common shares, including the federal, state, local, and foreign income and other tax consequences;

•our election to be taxed as a REIT for U.S. federal income tax purposes; and

•potential changes in applicable tax laws.

THE U.S. FEDERAL INCOME TAX CONSIDERATIONS DESCRIBED BELOW ARE NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSIDERATIONS RELATING TO THE PURCHASE, OWNERSHIP, AND SALE OF OUR COMMON SHARES AND OF OUR ELECTION TO BE TAXED AS A REIT.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF SUCH PURCHASE, OWNERSHIP, SALE AND ELECTION, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE AND LOCAL, NON-U.S. AND OTHER TAX LAWS AND REGARDING ANY POTENTIAL CHANGES IN APPLICABLE TAX LAWS.

Taxation of Our Company

General

We intend to elect to be treated as a REIT commencing with the taxable year in which the Distribution occurs. We believe that we will be organized and intend to operate in a manner that will permit us to qualify for taxation as a REIT from the effective date of our REIT election.

Provided that we qualify to be taxed as a REIT, generally we will be entitled to a deduction for dividends that we pay and therefore will not be subject to U.S. federal corporate income tax on our REIT taxable income that currently is distributed to our shareholders. This treatment substantially eliminates the “double taxation” at the corporate and shareholder levels that generally results from an investment in a C corporation. A “C corporation” is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the

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corporate level when income is earned and once again at the shareholder level when the income, net of corporate income taxes paid, is distributed thereto. In general, the income that we generate is taxed only at the shareholder level upon a distribution of dividends by us to holders of our common shares. Any net operating losses, foreign tax credits and other tax attributes generated or incurred by us generally do not pass through to our shareholders, subject to special rules for certain items such as the undistributed but designated capital gain that we recognize.

Even if we qualify to be taxed as a REIT, we nonetheless will be subject to U.S. federal income tax in the following circumstances:

•We will be taxed at regular corporate income tax rates (currently 21% for U.S. federal corporate income tax purposes) on any undistributed “REIT taxable income,” including undistributed net capital gain, for any taxable year. REIT taxable income is the taxable income of the REIT, subject to specified adjustments, including a deduction for dividends paid.

•If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such income will be subject to a 100% tax.

•If we elect to treat property that we acquire in connection with certain leasehold terminations or a foreclosure of a mortgage loan as “foreclosure property,” we may thereby avoid (1) the 100% prohibited transactions tax on gain from a resale of that property (if the sale otherwise would constitute a prohibited transaction); and (2) the inclusion of any income from such property as non-qualifying income for purposes of the REIT gross income tests discussed below. Income from the sale or operation of the property may be subject to U.S. federal corporate income tax at the highest applicable rate (currently 21%).

•If we fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be subject to a 100% tax on an amount equal to (1) the greater of (a) the amount by which we fail the 75% gross income test, or (b) the amount by which we fail the 95% gross income test, as the case may be, multiplied by (2) a fraction intended to reflect our profitability.

•If we violate the asset tests (other than a de minimis failure of the 5% or 10% asset test) or other requirements applicable to REITs, as described below, but our failure is due to reasonable cause and not due to willful neglect and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to at least $50,000 per failure, which, in the case of certain asset test failures, will be determined as the amount of net income generated by the assets in question multiplied by the highest U.S. federal corporate income tax rate (currently 21%), if that amount exceeds $50,000 per failure.

•If we fail to distribute during each calendar year at least the sum of (1) 85% of our REIT ordinary income for such year, (2) 95% of our REIT capital gain net income for such year, and (3) any undistributed taxable income from prior periods (collectively, the “required distribution”), we will be subject to a non-deductible 4% excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed (taking into account excess distributions from prior years), plus (b) retained amounts upon which we paid U.S. federal corporate income tax at the corporate level.

•We may be required to pay monetary penalties to the IRS in certain circumstances, including if we fail to meet record-keeping requirements intended to monitor our compliance with rules relating to the composition of our shareholders.

•We will be subject to a 100% penalty tax on amounts we receive from, on certain expenses deducted by, and on certain service income imputed to, a TRS if certain arrangements between us and our TRSs are not comparable to similar arrangements among unrelated parties.

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•If we acquire appreciated assets from a corporation that is or has been a C corporation (or a partnership in which a C corporation is a partner) in a transaction in which our tax basis in the assets is determined by reference to the C corporation’s (or such partnership’s) tax basis in such assets, provided no election is made for the transaction to be taxable currently, we will be subject to tax on such appreciation at the highest U.S. federal corporate income tax rate then applicable if we subsequently recognize gain on a disposition of any such assets during the five-year period following the acquisition from the C corporation (or partnership).

•We may elect to retain and pay U.S. federal corporate income tax on our net long-term capital gain.

•The earnings of our subsidiaries that are C corporations, including our TRSs, are subject to domestic and/or foreign corporate income tax.

In addition, we and our subsidiaries may be subject to a variety of taxes, including payroll taxes and state, local and foreign income, property, gross receipts and other taxes on our assets and operations. We also could be subject to tax in other situations and on transactions not presently contemplated.

Requirements for Qualification

To qualify as a REIT, we must elect to be treated as a REIT, and we must meet various (a) organizational requirements, (b) gross income tests, (c) asset tests, and (d) annual dividend requirements. The Code defines a REIT as a corporation, trust or association:

(1)that is managed by one or more trustees or directors;

(2)the beneficial ownership of which is evidenced by transferable stock, or by transferable certificates of beneficial interest;

(3)that would be taxable as a domestic corporation but for Sections 856 through 860 of the Code;

(4)that is neither a financial institution nor an insurance company subject to applicable provisions of the Code;

(5)the beneficial ownership of which is held by 100 or more persons;

(6)during the last half of each taxable year not more than 50% in value of the outstanding shares of which is owned, directly or indirectly, by five or fewer “individuals” (as defined in the Code to include certain entities and as determined by applying certain attribution rules);

(7)that makes an election to be taxable as a REIT, or has made this election for a previous taxable year which has not been revoked or terminated, and satisfies all of the relevant filing and other administrative requirements established by the IRS that must be met in order to elect and maintain REIT qualification;

(8)that uses a calendar year for U.S. federal income tax purposes;

(9)that meets other tests described below, including with respect to the nature of its income and assets and the amount of its distributions; and

(10)that has no earnings and profits from any non-REIT taxable year at the close of any taxable year.

The Code provides that conditions (1) through (4) must be met during the entire taxable year, and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a shorter taxable year. Conditions (5) and (6) need not be met during a corporation’s initial tax year as a REIT. For purposes of condition (6), an “individual” generally includes a supplemental unemployment compensation benefit plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes. However, a trust that is a qualified trust under Code Section 401(a) generally is not considered an individual, and beneficiaries of a qualified trust are treated as holding shares of a REIT in proportion to their actual interests in the trust for purposes of condition (6) above.

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To monitor compliance with the share ownership requirements, we generally are required to maintain records regarding the actual ownership of our shares. To do so, we must demand written statements each year from the record holders of 5% or more of our shares pursuant to which the record holders must disclose the actual owners of the shares (i.e., the persons required to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements. If such record holder fails or refuses to comply with the demands, such record holder will be required by Treasury regulations to submit a statement with such record holder’s tax return disclosing such record holder’s actual ownership of our shares and other information. We intend to comply with these requirements.

We believe that we will be organized, will operate and will issue sufficient shares with sufficient diversity of ownership to allow us to satisfy conditions (1) through (10). Our Declaration of Trust provides restrictions regarding the ownership and transfers of our shares, which are intended to assist us in satisfying the share ownership requirements described in conditions (5) and (6) above. These restrictions, however, do not ensure that we will, in all cases, be able to satisfy such share ownership requirements. If we fail to satisfy these requirements, except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the demand and record-keeping requirements described in the previous paragraph and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6), we will be treated as having satisfied this requirement. See “– Failure to Qualify as a REIT.”

Effect of Subsidiary Entities

Disregarded Entities and Partnerships.

An unincorporated domestic entity, such as a limited liability company, that has a single owner, generally is not treated as an entity separate from its owner for U.S. federal income tax purposes. An unincorporated domestic entity with two or more owners is generally treated as a partnership for U.S. federal income tax purposes.

If a REIT is a partner in a partnership, the REIT will be deemed to own its proportionate capital share of the assets of the partnership and will be deemed to be entitled to the income of the partnership attributable to that capital share. Also, the character of the assets and gross income of the partnership will retain the same character in the hands of the REIT for purposes of satisfying the gross income tests and the asset tests. In addition, the assets and items of income of any partnership in which we own a direct or indirect interest include such partnership’s share of assets and items of income of any partnership in which it owns an interest. The treatment described above also applies with respect to the ownership of interests in limited liability companies or other entity or arrangement treated as a partnership for tax purposes.

Generally, U.S. federal income tax audits of partnerships and the collection of any tax resulting from such audits or other tax proceedings can result in liabilities at the partnership rather than at the partner level. Under these rules, the partnership itself must pay any “imputed underpayments,” consisting of delinquent taxes, interest, and penalties deemed to arise out of an audit of the partnership, unless certain alternative methods are available and the partnership elects to utilize them. Therefore, it is possible that, any partnership in which we are a partner could be subject to, or otherwise bear the economic burden of, U.S. federal income tax, interest, and penalties resulting from a U.S. federal income tax audit of that partnership, and as a result we may bear more than our proportionate share of such tax, interest, and penalties.

Qualified REIT Subsidiaries.

A corporation that is a qualified REIT subsidiary (“QRS”) is not treated as a corporation separate from its parent REIT. All assets, liabilities and items of income, deduction and credit of a QRS are treated as assets, liabilities and items of income, deduction and credit of the parent REIT. A QRS is a corporation for income tax purposes, other than a TRS, all of the stock of which is owned by a REIT. Thus, in applying the requirements described herein, any QRS that we own is ignored for U.S. federal income tax purposes, and all assets, liabilities and items of income, deduction and credit of such subsidiary will be treated as our assets, liabilities and items of income, deduction and credit.

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Taxable REIT Subsidiaries.

A TRS is an entity that is taxable as a corporation in which a REIT owns, directly or indirectly, an equity interest, including stock, and that elects with the REIT to be treated as a TRS under the Code. If a TRS owns, directly or indirectly, securities representing more than 35% of the vote or value of a subsidiary corporation, that subsidiary also will be treated as a TRS. A TRS is a C corporation subject to U.S. federal income tax at applicable corporate income tax rates.

The subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. We are not treated as holding the assets of a TRS or as receiving any income that the subsidiary earns. Rather, the stock issued by a TRS to us is an asset in our hands, and we treat the distributions paid to us from such TRS, if any, as income. This treatment can affect our compliance with the gross income and asset tests. Because we do not include the assets and income of TRSs in determining our compliance with the REIT requirements, we may use such entities to undertake indirectly activities that the REIT rules might otherwise preclude us from doing directly or through pass-through subsidiaries. Under current law, no more than 20% of the value of a REIT’s assets may consist of stock or securities of one or more TRSs.

To ensure that TRSs will be subject to appropriate levels of U.S. federal corporate income taxation, a 100% excise tax can be imposed on transactions between a TRS and its parent REIT that are not conducted on an “arm’s-length” basis. While we intend for any arrangements with our TRSs to reflect arm’s-length terms, these determinations inherently are factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to reflect accurately their respective incomes.

Subsidiary REITs.

We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code. A subsidiary REIT (such as our indirect investment in NLOP Mezzanine Borrower) is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a subsidiary REIT were to fail to qualify as a REIT, then (i) that subsidiary REIT would become subject to U.S. federal income tax, (ii) our indirect equity interest in that subsidiary REIT would cease to be a qualifying real estate asset for purposes of the 75% asset test and would become subject to the 5% asset test, the 10% voting stock asset test, and the 10% value asset test generally applicable to our ownership in corporations other than REITs, QRSs and TRSs, and (iii) it is possible that we would not meet the 10% voting stock asset test and the 10% value asset test with respect to our indirect interest in such entity, in which event we would fail to qualify as a REIT, unless we could avail ourselves of certain relief provisions.

Income Tests

We must satisfy two gross income tests annually to maintain our qualification as a REIT.

First, at least 75% of our gross income for each taxable year (excluding gross income from prohibited transactions) must consist of defined types of income that we derive, directly or indirectly, from investments relating to real property or mortgages on real property or qualified temporary investment income. Qualifying income for purposes of that 75% gross income test generally includes:

•rents from real property;

•interest on debt secured by mortgages on real property, or on interests in real property (including interest on an obligation secured by a mortgage on both real property and personal property if the fair market value of the personal property does not exceed 15% of the total fair market value of all the property securing the obligation);

•dividends or other distributions on, and gain from the sale of, shares in other REITs;

•gain from the sale of real estate assets; and

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•income derived from the temporary investment of new capital that is attributable to the issuance of our shares of beneficial interest or a public offering of our debt with a maturity date of at least five years and that we receive during the one year period beginning on the date on which we received such new capital.

Second, in general, at least 95% of our gross income for each taxable year (excluding gross income from prohibited transactions) must consist of income that is qualifying income for purposes of the 75% gross income test, other types of interest and dividends, gain from the sale or disposition of stock or securities or any combination of these.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for such year if we are entitled to relief under certain provisions of the Code. See “– Failure to Satisfy Gross Income Tests.”

Gross income from our sale of property that we hold primarily for sale to customers in the ordinary course of business is generally excluded from both the numerator and the denominator in both income tests.

The following paragraphs discuss the specific application of the gross income tests to us.

Rents from Real Property.

Rent that we receive from our real property will qualify as “rents from real property,” which is qualifying income for purposes of the 75% and 95% gross income tests, only if the following conditions are met:

•first, the rent must not be based in whole or in part on the income or profits of any person. Participating rent, however, will qualify as “rents from real property” if it is based on percentages of receipts or sales.

•second, we must not own, and an actual or constructive owner of 10% or more of our shares of beneficial interest must not own, actually or constructively, 10% or more of the interests in the assets or net profits of the tenant, or, if the tenant is a corporation, 10% or more of the voting power or value of all classes of stock of the tenant, unless such tenant is our TRS and certain other conditions are met. The uncertainty of the application of the attribution rules at any point in time makes uncertain the determination that all or the requisite percentage of rents received by us from tenants that are publicly owned entities are “rents from real property.” If the rents received do not qualify, we might not qualify as a REIT unless the relief provisions described below are determined to be available.

•third, the rent attributable to the personal property leased in connection with a lease of real property must not be greater than 15% of the total rent received under the lease. The rent attributable to personal property under a lease is the amount that bears the same ratio to total rent under the lease for the taxable year as the average of the fair market values of the leased personal property at the beginning and at the end of the taxable year bears to the average of the aggregate fair market values of both the real and personal property covered by the lease at the beginning and at the end of such taxable year (the “personal property ratio”).

•fourth, we cannot furnish or render noncustomary services to the tenants of our properties, or manage or operate our properties, other than through an independent contractor who is adequately compensated and from whom we do not derive or receive any income. However, we need not provide services through an “independent contractor,” but instead may provide services directly to our tenants, if the services are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not considered to be provided for the tenants’ convenience. In addition, we may provide a minimal amount of “noncustomary” services to the tenants of a property, other than through an independent contractor, as long as our income from the services does not exceed 1% of our income from the related property. Finally, we may own up to 100% of the stock of one or more TRSs, which may provide noncustomary services to our tenants without tainting our rents from the related properties.

We generally do not intend to take actions we believe will cause us to fail to satisfy the rental conditions described above. Notwithstanding the foregoing, we may take actions which fail to satisfy one or more of the above conditions to the extent that we determine, based on the advice of our tax counsel, that those actions will not

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jeopardize our tax status as a REIT. In addition, with respect to the limitation on the rental of personal property, we will not obtain appraisals of the real property and personal property leased to tenants. Accordingly, there can be no assurance that the IRS will agree with our determinations of value.

Prohibited Transactions.

A REIT will incur a 100% tax on the gain derived from any sale or other disposition of property, other than foreclosure property, that the REIT holds primarily for sale to customers in the ordinary course of a trade or business. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all of the facts and circumstances of the particular transaction. There is a safe harbor from such treatment, under which we will not be subject to the 100% tax with respect to a sale of property if (i) the property has been held for at least two years for the production of rental income prior to the sale, (ii) capitalized expenditures on the property in the two years preceding the sale are less than 30% of the net selling price of the property, and (iii) we either (a) have seven or fewer sales of property (excluding certain property obtained through foreclosure and other than certain involuntary conversions) in the year of sale or (b) (x) substantially all of the marketing and development expenditures with respect to the property sold are made through an independent contractor from whom we derive no income or through a TRS, and (y) at least one of the following criteria is met, in each case excluding sales of foreclosure property and involuntary conversions:

•the aggregate adjusted bases of property sold during the year of sale is 10% or less of the aggregate adjusted bases of all our assets as of the beginning of the taxable year;

•the aggregate fair market value of property sold during the year of sale is 10% or less of the aggregate fair market value of all our assets as of the beginning of the taxable year;

•the aggregate adjusted bases of property sold during the year of sale is 20% or less of the aggregate adjusted bases of all of our assets as of the beginning of the taxable year, and the aggregate adjusted bases of property sold during the year of sale and the two preceding years is 10% or less of the sum of the aggregate adjusted bases of all of our assets on the first day of the year of sale and the two preceding years; or

•the aggregate fair market value of property sold during the year of sale is 20% or less of the aggregate fair market value of all of our assets as of the beginning of the taxable year, and the aggregate fair market value of property sold during the year of sale and the two preceding years is 10% or less of the sum of the aggregate fair market value of all of our assets on the first day of the year of sale and the two preceding years.

The sale of more than one property to a buyer as part of one transaction constitutes one sale for purposes of this safe harbor. Although we do not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of our business, unless a sale or disposition qualifies under the statutory safe harbor, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.

Hedging Transactions.

From time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase such items, and futures and forward contracts. Income and gain from “hedging transactions” will be excluded from gross income for purposes of both the 75% and 95% gross income tests provided we satisfy the identification requirements discussed below. A “hedging transaction” means either (1) any transaction entered into in the normal course of our trade or business primarily to manage the risk of interest rate, price changes, or currency fluctuations with respect to borrowings made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets and (2) any transaction entered into primarily to manage the risk of currency fluctuations with respect to any item of income or gain that would be qualifying income under the 75% or 95% gross income test (or any property which generates such income or gain). If we have entered into a hedging transaction and a portion of the hedged indebtedness or property is disposed of and in connection with such extinguishment or disposition we

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enter into a new “clearly identified” hedging transaction (a “Counteracting Hedge”), income from the applicable hedge and income from the Counteracting Hedge (including gain from the disposition of such Counteracting Hedge) will not be treated as gross income for purposes of the 95% and 75% gross income tests. We are required to clearly identify any such hedging transaction before the close of the day on which it was acquired, originated, or entered into and to satisfy other identification requirements. We intend to structure any hedging transactions in a manner that does not jeopardize our qualification as a REIT.

Income from Foreclosure Property.

We generally will be subject to tax at the maximum corporate rate (currently 21%) on any net income from foreclosure property, including any gain from the disposition of the foreclosure property, other than income that constitutes qualifying income for purposes of the 75% gross income test. Foreclosure property is real property and any personal property incident to such real property (1) that we acquire as the result of having bid on the property at foreclosure, or having otherwise reduced the property to ownership or possession by agreement or process of law, after a default (or upon imminent default) on a lease of the property or a mortgage loan held by us and secured by the property, (2) for which we acquired the related loan or lease at a time when default was not imminent or anticipated, and (3) with respect to which we made a proper election to treat the property as foreclosure property. Any gain from the sale of property for which a foreclosure property election has been made will not be subject to the 100% tax on gains from prohibited transactions described above, even if the property would otherwise constitute inventory or dealer property. To the extent that we receive any income from foreclosure property that does not qualify for purposes of the 75% gross income test, we intend to make an election to treat the related property as foreclosure property if the election is available (which may not be the case with respect to acquired “distressed loans”).

True Lease Characterization for Tax Purposes.

For rent paid pursuant to our leases to qualify as “rents from real property,” the lease agreements must be respected as “true leases” for U.S. federal income tax purposes and not treated as service contracts, joint ventures, loans or some other type of arrangement. The determination of whether such lease agreements are true leases depends on an analysis of all the surrounding facts and circumstances. In making such a determination, courts have considered a variety of factors, including the following:

•the intent of the parties,

•the form of the agreement,

•the degree of control over the property that is retained by the property owner (e.g., whether the lessee has substantial control over the operation of the property or whether the lessee was simply required to use its best efforts to perform its obligations under the agreement), and

•the extent to which the property owner retains the risk of loss with respect to the property (e.g., whether the lessee bears the risk of increases in operating expenses or the risk of damage to the property) or the potential for economic gains (e.g., appreciation) with respect to the property.

In addition, U.S. federal income tax law provides that a contract that purports to be a service contract or an operating agreement is treated instead as a lease of property if the contract is properly treated as such, taking into account all relevant factors. Since the determination of whether a service contract should be treated as a lease is inherently factual, the presence or absence of any single factor may not be dispositive in every case.

If any of the lease agreements that we have entered into or assumed are recharacterized as service contracts, joint ventures, loans or some other type of arrangement, rather than true leases, part or all of the payments that we receive under any such lease agreements would not be considered rent or would not otherwise satisfy the various requirements for qualification as “rents from real property” and, as a result, we could lose our REIT status.

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Investors should be aware that there are no controlling Treasury Regulations, published rulings or judicial decisions addressing true lease status for U.S. federal income tax purposes of leases with terms substantially the same as our original lease agreements.

Failure to Satisfy Gross Income Tests.

If we fail to satisfy one or both of the gross income tests for any taxable year, we nevertheless may qualify as a REIT for that year if we qualify for relief under certain provisions of the federal income tax laws. Those relief provisions generally will be available if:

•our failure to meet the income tests was due to reasonable cause and not due to willful neglect; and

•we file a description of each item of our gross income in accordance with applicable Treasury Regulations.

We cannot with certainty predict whether any failure to meet these tests will qualify for the relief provisions. Even if the relief provisions apply, we would incur a 100% tax on the gross income attributable to the greater of the amounts by which we fail the 75% and 95% gross income tests, multiplied by a fraction intended to reflect our profitability.

Asset Tests

To maintain our qualification as a REIT, we also must satisfy the following asset tests at the end of each quarter of each taxable year:

•first, at least 75% of the value of our total assets must consist of: (a) cash or cash items, including certain receivables, (b) government securities, (c) real estate assets, including interests in real property, leaseholds and options to acquire real property and leaseholds, (d) interests in mortgages on real property (including an interest in an obligation secured by a mortgage on both real property and personal property if the fair market value of the personal property does not exceed 15% of the total fair market value of all the property securing the obligation) or on interests in real property, (e) stock in other REITs, (f) debt instruments issued by publicly offered REITs (i.e., REITs which are required to file annual and periodic reports with the SEC under the Exchange Act), (g) personal property leased in connection with real property to the extent that rents attributable to such personal property do not exceed 15% of the total rent received under the lease and are treated as “rents from real property”; and (h) investments in stock or debt instruments during the one year period following our receipt of new capital that we raise through equity offerings or offerings of debt with at least a five year term;

•second, of our investments not included in the 75% asset class, the value of our interest in any one issuer’s securities may not exceed 5% of the value of our total assets;

•third, we may not own more than 10% of the voting power or value of any one issuer’s outstanding securities;

•fourth, no more than 20% of the value of our total assets may consist of the securities of one or more TRSs;

•fifth, no more than 25% of the value of our total assets may consist of the securities of TRSs and other non-TRS taxable subsidiaries and other assets that are not qualifying assets for purposes of the 75% asset test; and

•sixth, no more than 25% of our total assets may consist of debt instruments issued by publicly offered REITs that qualify as “real estate assets” only because of the express inclusion of “debt instruments issued by publicly offered REITs” in the definition.

For purposes of the second and third asset tests, the term “securities” does not include stock in another REIT, equity or debt securities of a QRS or TRS, mortgage loans that constitute real estate assets, or equity interests in a partnership. For purposes of the 10% value test, the term “securities” generally does not include debt securities issued by a partnership to the extent of our interest as a partner of the partnership or if at least 75% of the

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partnership’s gross income (excluding income from prohibited transactions) is qualifying income for purposes of the 75% gross income test. In addition, “straight debt” and certain other instruments are not treated as “securities” for purposes of the 10% value test.

Taxable REIT Subsidiary.

A REIT may directly or indirectly own stock in a TRS. Stock of a TRS is not subject to the 10% or 5% asset tests. Instead, the value of all TRS securities owned by us cannot exceed 20% of the value of our assets. We (or our subsidiary REITs) intend to own several TRSs, both U.S. and non-U.S.

Failure to Satisfy the Asset Tests.

We will monitor the status of our assets for purposes of the various asset tests and will manage our portfolio in order to comply at all times with such tests. If we fail to satisfy the asset tests at the end of a calendar quarter, we will not lose our REIT status if:

•we satisfied the asset tests at the end of the preceding calendar quarter; and

•the discrepancy between the value of our assets and the asset test requirements arose from changes in the market values of our assets and was not wholly or partly caused by the acquisition of one or more non-qualifying assets.

If we did not satisfy the condition described in the second item, above, we still could avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose.

If we fail to satisfy one or more of the asset tests for any quarter of a taxable year, we nevertheless may qualify as a REIT for such year if we qualify for relief under certain provisions of the Code. For example, there are relief provisions that are generally available for failures of the 5% asset test and the 10% asset tests if the failure is due to the ownership of assets that do not exceed the lesser of 1% of our total assets or $10 million, and the failure is corrected within six months following the quarter in which it was discovered. Additionally, there are provisions that allow a REIT that fails one or more of the asset requirements to maintain its qualification as a REIT if the failure is due to reasonable cause and not due to willful neglect, we file a schedule with a description of each asset causing the failure in accordance with Treasury Regulations, the failure is corrected within 6 months following the quarter in which it was discovered, and we pay a tax consisting of the greater of $50,000 per failure and a tax computed at the highest corporate rate on the amount of net income generated by the assets causing the failure from the date of failure until the assets are disposed of or we otherwise return to compliance with the asset test. We may not qualify for the relief provisions in all circumstances.

Distribution Requirements

Each taxable year, we must distribute dividends, other than capital gain dividends, to our shareholders in an aggregate amount not less than: the sum of (a) 90% of our “REIT taxable income,” computed without regard to the dividends-paid deduction or our net capital gain or loss, and (b) 90% of our after-tax net income, if any, from foreclosure property, minus the sum of certain items of non-cash income. These distribution requirements are equally applicable to any Subsidiary REIT in which we invest.

We must pay such dividends in the taxable year to which they relate, or in the following taxable year if we declare the dividend before we timely file our U.S. federal income tax return for the year and pay the dividend on or before the first regular dividend payment date after such declaration and within the twelve-month period following the close of such year. These distributions generally are taxable to our existing shareholders, other than tax-exempt entities, in the year in which paid. This is so even though these distributions may relate to the prior year for purposes of the 90% distribution requirement. However, if we declare a dividend in October, November or December of a taxable year, such dividend is payable to shareholders of record on a specified date in any such month and such dividend is actually paid before the end of the January of the following year, such dividend will be treated as both paid by us and received by our shareholders on December 31 of the year in which it was declared.

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In order for distributions to be counted as satisfying the annual distribution requirement for REITs, and to provide us with a REIT-level tax deduction, the distributions must not have been “preferential dividends.” A dividend is not a preferential dividend if the distribution is (1) pro rata among all outstanding shares within a particular class, and (2) in accordance with the preferences among different classes of shares as set forth in our organizational documents. So long as we are classified as a “publicly offered REIT” (i.e., a REIT which is required to file annual and periodic reports with the SEC under the Exchange Act), the preferential dividend rule will not apply to us. However, Subsidiary REIT(s) we may own, from time to time may not be treated as publicly offered REITs and, accordingly, the preferential dividend rules would be applicable to our Subsidiary REITs.

To the extent that we do not distribute all of our net capital gains or distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will have to pay tax on those amounts at regular ordinary and capital gains corporate tax rates. Furthermore, if we fail to distribute during each calendar year at least the sum of (a) 85% of our ordinary income for that year, (b) 95% of our capital gain net income for that year, and (c) any undistributed taxable income from prior periods, we would have to pay a 4% nondeductible excise tax on the excess of the required distribution over the sum of (a) the amounts that we actually distributed (taking into account excess distributions from prior years), plus (b) retained amounts upon which we paid U.S. federal corporate income tax at the corporate level.

We intend to make timely distributions sufficient to satisfy these annual distribution requirements and to minimize our corporate tax obligations. However, from time to time, we may not have sufficient cash or other liquid assets to meet the distribution requirements due to timing differences between the actual receipt of income and payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income, or if the amount of nondeductible expenses (such as principal amortization or capital expenses) exceeds the amount of noncash deductions (such as depreciation) and based on payment obligations under our financing arrangements. If these timing differences occur, we may be required to borrow funds or sell assets to pay cash dividends or we may be required to pay dividends in the form of taxable stock dividends in order to meet the distribution requirements.

In the event that such an insufficiency occurs, in order to meet the 90% distribution requirement and maintain our status as a REIT, we may have to sell assets at unfavorable prices, borrow at unfavorable terms, pay taxable dividends partially with shares, or pursue other strategies. If for any taxable year we have significant amounts of taxable income in excess of available cash flow, we may have to declare dividends in cash and shares.

On August 11, 2017, the IRS issued Revenue Procedure 2017-45, authorizing elective stock dividends to be made by public REITs. Pursuant to this revenue procedure, the IRS will treat the distribution of stock pursuant to an elective stock dividend as a distribution of property under Section 301 of the Code (i.e., as a dividend to the extent of our earnings and profits), as long as at least 20% of the total dividend is available in cash and certain other requirements outlined in the revenue procedure are met. If we make a taxable stock distribution, U.S. shareholders would be required to include the full amount of the dividend (i.e., the cash and share portion) as ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a result, a U.S. shareholder may be required to pay income taxes with respect to such dividends in excess of the cash received. If a U.S. shareholder sells our shares that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of the shares at the time of the sale. Furthermore, with respect to non-U.S. shareholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares. In addition, if a significant number of our shareholders determine to sell our shares in order to pay taxes owed on dividends, these sales may put downward pressure on the trading price of our shares.

Under certain circumstances, we may be able to rectify a failure to meet the distribution requirements for a year (and the requirement to distribute any non-REIT earnings and profits described below) by paying “deficiency dividends” to shareholders in a later year, which may be included in our deduction for dividends paid for the earlier year. We will be required to pay interest based upon the amount of any deduction taken for deficiency dividends. There but there can be no assurance that we will be able to successfully undertake a deficiency dividend.

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Like-Kind Exchanges.

We may dispose of properties in transactions intended to qualify as like-kind exchanges under Section 1031 of the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal corporate income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to increase the amount of our deductible distributions, and, possibly, to pay the 100% prohibited transaction tax, depending on the facts and circumstances of the particular transaction. Currently, the preferential tax treatment applicable to like-kind exchanges is limited to exchanges of real property (but not personal property) not held primarily for sale. Other limitations may be applied to the use of Section 1031 in the future.

Interest Deduction Limitation.

Section 163(j) of the Code limits the deductibility of net interest expense paid or accrued on debt properly allocable to a trade or business to 30% of “adjusted taxable income,” subject to certain exceptions. Any deduction in excess of the limitation is carried forward and may be used in a subsequent year, subject to the 30% limitation. Adjusted taxable income is determined without regard to certain deductions, including those for net interest expense, and net operating loss carryforwards. Provided the taxpayer makes a timely election (which is irrevocable), the 30% limitation does not apply to a trade or business involving real property development, redevelopment, construction, reconstruction, rental, operation, acquisition, conversion, disposition, management, leasing or brokerage, within the meaning of Section 469(c)(7)(C) of the Code. If this election is available, then depreciable real property (including certain improvements) held by the relevant trade or business must be depreciated under the alternative depreciation system under the Code, which is generally less favorable than the generally applicable system of depreciation under the Code. If we do not make the election or if the election is determined not to be available with respect to all or certain of our business activities, the interest deduction limitation could result in us having more REIT taxable income and thus increase the amount of distributions we must make to comply with the REIT requirements and avoid incurring corporate level tax. Similarly, the limitation could cause our TRSs to have greater taxable income and thus potentially greater corporate tax liability.

Non-REIT Earnings and Profits.

A REIT is not permitted to have accumulated earnings and profits attributable to non-REIT years at the end of any REIT taxable year. We do not expect to have any non-REIT earnings and profits for our initial taxable year as a REIT. In the future, we might succeed to non-REIT earnings and profits if, for example, we acquire a C corporation in a tax-free merger or we liquidate a TRS. There can be no assurances that the IRS will agree with our prior or any future determinations of earnings and profits.

Record-Keeping Requirements

We are required to maintain records and request on an annual basis information from specified shareholders. These requirements are designed to assist us in determining the actual ownership of our outstanding shares and in maintaining our qualification as a REIT. Failure to comply could result in monetary fines.

Failure to Qualify as a REIT

If we fail to satisfy one or more of the requirements for qualification as a REIT, other than the income tests and asset tests discussed above, we will not lose our status as a REIT if our failure was due to reasonable cause and not willful neglect, and we pay a penalty of $50,000 for each such failure.

If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we will be subject to tax on our taxable income at corporate tax rates. Distributions to shareholders in any year in which we fail to qualify will not be deductible by us and they will not be required to be made. In such event, to the extent of current and accumulated earnings and profits, all distributions to shareholders will be taxable as ordinary income. Subject to certain limitations of the U.S. federal income tax laws, corporate shareholders might be eligible for the dividends received deduction and shareholders taxed at individual rates might be eligible for the current reduced U.S. federal income tax rate of 20% on such dividends. Unless entitled to relief under specific statutory provisions, we will also be disqualified from taxation as a REIT for the four taxable years following the

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year during which qualification was lost, and will not be permitted to requalify unless we distribute any earnings and profits attributable to the period when we failed to qualify. In addition, we may be subject to tax on any built-in gains on property held during the period during which we did not qualify if we sell such property within 5 years of requalification, but only to the extent of our net built-in gain at the time of requalification. It is not possible to state whether in all circumstances we would be entitled to such statutory relief.

Tax Aspects of Our Ownership of Interests in the Operating Company and other Partnerships and Limited Liability Companies

General

Substantially all of our real estate investments will be owned indirectly through NLO OP LLC, our operating company. In addition, our operating company (or our Subsidiary REITs) may hold certain of its real estate investments indirectly through subsidiary partnerships and limited liability companies that we believe will be treated as partnerships or as disregarded entities for U.S. federal income tax purposes. In general, entities that are classified as partnerships or as disregarded entities for U.S. federal income tax purposes are “pass-through” entities which are not required to pay U.S. federal income tax. Rather, partners or members of such entities are allocated their pro rata shares of the items of income, gain, loss, deduction and credit of the entity, and are required to include these items in calculating their U.S. federal income tax liability, without regard to whether the partners or members receive a distribution of cash from the entity. We will include in our income our pro rata share of the foregoing items for purposes of the various REIT gross income tests and in the computation of our REIT taxable income (computed without regard to the dividends-paid deduction and its net capital gain or loss). Moreover, for purposes of the REIT asset tests, we will include our pro rata share of assets, based on capital interests, of assets held by our operating company, including its share of its subsidiary partnerships and limited liability companies. See “– Taxation of Our Company – Requirements for Qualification – Effect of Subsidiary Entities – Disregarded Entities and Partnerships.”

Entity Classification 

Our interests in the subsidiary partnerships and limited liability companies may involve special tax considerations, including the possibility that the IRS might challenge the status of one or more of these entities as a partnership or disregarded entity, and assert that such entity is an association taxable as a corporation for U.S. federal income tax purposes. If our operating company, or a subsidiary partnership or limited liability company, were treated as an association, it would be taxable as a corporation and would be required to pay an entity-level tax on its income. In this situation, the character of our assets and items of gross income could change and could preclude us from satisfying the REIT asset tests and possibly the REIT income tests. See “– Taxation of Our Company – Requirements for Qualification – Income Tests,” and “Asset Tests.” This, in turn, would prevent us from qualifying as a REIT. See “– Taxation of Our Company – Failure to Qualify as a REIT” for a discussion of the effect of our failure to meet these tests for a taxable year. In addition, a change in our operating company’s or a subsidiary partnership’s or limited liability company’s status as a partnership for tax purposes might be treated as a taxable event. If so, we might incur a tax liability without any related cash distributions.

We believe our operating company and each of our other partnerships and limited liability companies (other than our TRSs and Subsidiary REITs) will be treated for U.S. federal income tax purposes as a partnership or disregarded entity. Pursuant to Treasury Regulations under Section 7701 of the Code, a partnership will be treated as a partnership for U.S. federal income tax purposes unless it elects to be treated as a corporation or would be treated as a corporation because it is a “publicly traded partnership.” A “publicly traded partnership” is any partnership (i) the interests in which are traded on an established securities market or (ii) the interests in which are readily tradable on a “secondary market or the substantial equivalent thereof.”

We intend to take the reporting position for U.S. federal income tax purposes that any of our partnership subsidiaries are not publicly traded partnerships. There is a risk, however, that the interests in a subsidiary partnership could be considered readily tradable on the substantial equivalent of a secondary market. Under the relevant Treasury regulations, interests in a partnership will not be considered readily tradable on a secondary market or on the substantial equivalent of a secondary market if the partnership qualifies for specified “safe harbors,” which are based on the specific facts and circumstances relating to the partnership. We believe that our

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subsidiary partnerships will qualify for at least one of these safe harbors at all times in the foreseeable future; however, we cannot provide any assurance that our subsidiary partnerships will continue to qualify for one of the safe harbors mentioned above.

If one of our subsidiary partnerships is a publicly traded partnership, it will be taxed as a corporation unless at least 90% of its gross income consists of “qualifying income” under Section 7704 of the Code. Qualifying income is generally real property rents and other types of passive income. We believe that our subsidiary partnerships will have sufficient qualifying income so that they would be taxed as partnerships, even if they were a publicly traded partnership. The income requirements applicable to us in order for us to qualify as a REIT under the Code and the definition of qualifying income under the publicly traded partnership rules are very similar. Although differences exist between these two income tests, we do not believe that these differences would cause our subsidiary partnerships not to satisfy the 90% gross income test applicable to publicly traded partnerships.

If our subsidiary partnerships were taxable as a corporation, most, if not all, of the tax consequences described herein would be inapplicable. In particular, we would not qualify as a REIT because the value of our ownership interest in our subsidiary partnerships would likely exceed 5% of our assets and we would be considered to hold more than 10% of the voting securities (and more than 10% of the value of the outstanding securities) of another corporation (see “– Taxation of Our Company – Requirements for Qualification – Asset Tests” above). In this event, the value of our shares could be materially adversely affected (see “– Taxation of Our Company – Failure to Qualify as a REIT” above).

Allocations of Membership Income, Gain, Loss and Deduction 

The operating partnership agreement generally provides that items of operating income and loss will be allocated to the holders of units in proportion to the number of units held by each such unit holder. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. Our operating company’s allocations of taxable income and loss will be intended to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations promulgated under this section of the Code.

Tax Allocations with Respect to the Properties 

Under Section 704(c) of the Code, income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership, must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss is generally equal to the difference between the fair market value or book value and the adjusted tax basis of the property at the time of contribution (referred to as a book-tax difference hereinafter, as adjusted from time to time). These allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners. The operating agreement requires that these allocations be made in a manner consistent with Section 704(c) of the Code.

Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of accounting for book-tax differences.

Taxation of Shareholders

The following discussion describes the material U.S. federal income tax consequences to you of owning and disposing of our common shares. This summary does not address state, local or non-U.S. tax consequences.

This discussion assumes that you hold our common shares, as “capital assets” (generally, property held for investment within the meaning of Section 1221 of the Code). This discussion is not intended to constitute, and should not be construed as, tax advice and does not purport to discuss all aspects of U.S. federal income taxation that

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may be important to a particular investor in light of its investment or tax circumstances, or to investors subject to special tax rules, including:

•persons acting as nominees or otherwise not as beneficial owners;

•dealers or traders in securities;

•tax-exempt organizations, except to the extent discussed below in “Taxation of Tax-Exempt U.S. Shareholders”;

•broker-dealers;

•traders in securities that elect to mark them to market;

•trusts, estates, regulated investment companies, REITs, financial institutions, insurance companies or S corporations;

•cooperatives;

•investors subject to the alternative minimum tax;

•investors that hold their common shares as part of a “hedge,” “straddle,” “conversion transaction,” “synthetic security” or other integrated investment;

•investors that hold their common shares through a partnership or similar pass-through entity;

•holders who receive our common shares through the exercise of employee stock options or otherwise as compensation;

•persons holding 10% or more (by vote or value) of our outstanding common shares, except to the extent discussed below;

•non-U.S. shareholders (as defined below), except to the extent discussed below in “U.S. Federal Income Taxation of Our Shareholders – Taxation of Non-U.S. Shareholders”;

•foreign (non-U.S.) governments;

•a person with a “functional currency” other than the U.S. dollar;

•a U.S. expatriate; or

•investors who otherwise are subject to special tax treatment under the Code.

For purposes of this discussion, a U.S. shareholder is a beneficial owner of our common shares, that for U.S. federal income tax purposes is:

•a citizen or resident of the United States;

•a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or of a political subdivision thereof (including the District of Columbia);

•an estate whose income is subject to U.S. federal income taxation regardless of its source; or

•any trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S. person.

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If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common shares, the U.S. federal income tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partner of a partnership holding our common shares, should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the ownership and disposition of our common shares, by the partnership. If you hold our common shares, and are not a U.S. shareholder, an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes or a partner in such an entity or arrangement, you are a non-U.S. shareholder.

Taxation of Taxable U.S. Shareholders

The following is a summary of the material U.S. federal income tax consequences of ownership and disposition of our common shares, applicable to taxable U.S. shareholders.

Distributions

For such time as we qualify to be taxed as a REIT, the distributions that we make to our U.S. shareholders out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) that we do not designate as capital gain dividends generally will be taken into account by such U.S. shareholders as ordinary income and will not be eligible for the dividends received deduction for corporations. With limited exceptions, dividends are not eligible for taxation at the preferential income tax rates (i.e., the 20% maximum U.S. federal rate) for qualified dividends received by most U.S. shareholders that are individuals, trusts or estates from taxable C corporations. However, for taxable years beginning prior to January 1, 2026, generally U.S. shareholders that are individuals, trusts or estates may deduct 20% of the aggregate amount of ordinary dividends distributed by us, subject to certain limitations. In addition, such U.S. shareholders may be taxed at the preferential rates on dividends designated as qualified dividend income by and received from REITs, provided certain requirements described below are met, to the extent that the dividends are attributable to:

•income retained by the REIT in the prior taxable year on which the REIT or a predecessor was subject to corporate-level income tax (less the amount of tax);

•qualified dividends received by the REIT during such taxable year from domestic TRSs, other taxable domestic C corporations and certain “qualifying foreign corporations” that satisfy certain requirements (discussed below); or

•income recognized in the prior taxable year from sales of “built-in gain” property acquired by the REIT from C corporations in carryover basis transactions (less the amount of corporate tax on such income).

A foreign corporation generally will be a “qualifying foreign corporation” if it is incorporated in a possession of the U.S., the corporation is eligible for benefits of an income tax treaty with the U.S. which the IRS determines is satisfactory, or the shares on which the dividend is paid is readily tradable on an established securities market in the U.S. However, if a foreign corporation is a foreign personal holding company, a foreign investment company or a passive foreign investment company, then it will not be treated as a qualifying foreign corporation, and the dividends we receive from such an entity would not constitute qualified dividend income.

In addition, even if we designate certain dividends as qualified dividend income to shareholders, the U.S. shareholder will have to meet certain other requirements for the dividend to qualify for taxation at capital gains rates. For example, the U.S. shareholder will only be eligible to treat the dividend as qualifying dividend income if the U.S. shareholder is taxed at individual rates and meets certain holding requirements. In general, to treat a particular dividend as qualified dividend income, a U.S. shareholder will be required to hold such shares for more than 60 days during the 121-day period beginning on the date which is 60 days before the date on which the shares become ex-dividend. Moreover, in no case may the amount we designate as qualified dividend income exceed the amount we distribute to shareholders as dividends with respect to the taxable year. If we designate any portion of a dividend as qualified dividend income, a U.S. shareholder will receive an IRS Form 1099-DIV indicating the amount that will be taxable to the U.S. shareholder as qualified dividend income.

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Distributions that we designate as capital gain dividends generally will be taxed to U.S. shareholders as long-term capital gains, to the extent that such distributions do not exceed our actual net capital gain for the taxable year, without regard to the period for which the U.S. shareholder that receives such distribution has held its shares. We may elect to retain and pay taxes on some or all of our net long-term capital gains, in which case we may elect to apply provisions of the Code that treat U.S. shareholders as having received, solely for tax purposes, our undistributed capital gains, and the U.S. shareholders as receiving a corresponding credit for taxes that we paid on such undistributed capital gains. See “– Taxation of Our Company – Distribution Requirements.” U.S. shareholders will increase their adjusted tax basis in our common shares by the difference between their allocable share of such retained capital gain and their share of the tax paid by us. Corporate U.S. shareholders may be required to treat up to 20% of some capital gain dividends as ordinary income. Long-term capital gains are generally taxable at maximum U.S. federal rates of 20% in the case of U.S. shareholders that are individuals, trusts and estates, and 21% in the case of U.S. shareholders that are corporations. Capital gains attributable to the sale of depreciable real property held for more than twelve months are subject to a 25% maximum U.S. federal income tax rate for taxpayers who are taxed as individuals, to the extent of previously claimed depreciation deductions.

Distributions in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will represent a return of capital and will not be taxable to a U.S. shareholder to the extent that the amount of such distributions does not exceed the adjusted basis of the U.S. shareholder’s shares in respect of which the distributions were made. Rather, the distribution will reduce the adjusted basis of the U.S. shareholder’s shares, but not below zero. To the extent that such distributions exceed the adjusted basis of a U.S. shareholder’s shares, the U.S. shareholder generally must include such distributions in income as long-term capital gain if the shares have been held for more than one year, or short-term capital gain if the shares have been held for one year or less. In addition, any dividend that we declare in October, November or December of any year and that is payable to a U.S. shareholder of record on a specified date in any such month will be treated as received by the U.S. shareholder on December 31 of such year, provided that we actually pay the dividend before January 31 of the following calendar year.

We will be treated as having sufficient earnings and profits to treat as a dividend any distribution that we treat as a dividend up to the amount of the required distribution (as defined above). As a result, U.S. shareholders may be required to treat as taxable dividends certain distributions that would otherwise result in tax-free returns of capital. Moreover, we will not be able to advise you of the amount of our earnings and profits until after the end of the calendar year in which we make distributions.

To the extent that we have available net operating losses and capital losses carried forward from prior tax years, such losses may reduce the amount of distributions that we must make to comply with the REIT distribution requirements. See “Taxation of Our Company – Distribution Requirements.” Such losses, however, are not passed through to U.S. shareholders and do not offset income of U.S. shareholders from other sources, nor would such losses affect the character of any distributions that we make, which are generally subject to tax in the hands of U.S. shareholders to the extent that we have current or accumulated earnings and profits.

Dispositions of Our Shares

If a U.S. shareholder sells or disposes of our shares, it generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the U.S. shareholder’s adjusted tax basis in the shares. In general, capital gains recognized by U.S. shareholders that are individuals, trusts or estates upon the sale or disposition of our shares will be subject to a maximum U.S. federal income tax rate of 20% if the shares are held for more than one year, and will be taxed at ordinary income rates (up to 37% for taxable years beginning before January 1, 2026) if the shares are held for one year or less. Gains recognized by U.S. shareholders that are corporations are subject to U.S. federal income tax at a maximum rate of 21% whether or not such gains are classified as long-term capital gains. The IRS has the authority to prescribe, but has not yet prescribed, Treasury Regulations that would apply a capital gain tax rate of 25% (which is higher than the long-term capital gain tax rates for non-corporate U.S. shareholders) to a portion of capital gain realized by a non-corporate U.S. shareholder on the sale of our shares that would correspond to our “unrecaptured Section 1250 gain.” U.S. shareholders should consult with their tax advisors with respect to their capital gain tax liability.

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Capital losses recognized by a U.S. shareholder upon the disposition of our shares that was held for more than one year at the time of disposition will be considered long-term capital losses, and are generally available only to offset capital gain income of the U.S. shareholder but not ordinary income (except in the case of U.S. shareholders that are individuals, who may also offset up to $3,000 of ordinary income each year). In addition, any loss upon a sale or exchange of our shares by a U.S. shareholder who has held the shares for six months or less, after applying holding period rules, will be treated as a long-term capital loss to the extent of actual or deemed distributions that we make that are required to be treated by the U.S. shareholder as long-term capital gain.

If a U.S. shareholder recognizes a loss upon a subsequent disposition of our shares in an amount that exceeds a prescribed threshold, it is possible that the provisions of Treasury Regulations involving “reportable transactions” could apply, with a resulting requirement to separately disclose the loss-generating transaction to the IRS. These regulations, though directed towards “tax shelters,” are broadly written, and apply to transactions that would not typically be considered tax shelters. The Code imposes significant penalties for failure to comply with these requirements. U.S. shareholders should consult their tax advisors concerning any possible disclosure obligation with respect to the receipt or disposition of our shares, or transactions that we might undertake directly or indirectly. Moreover, you should be aware that we and other participants in transactions involving us (including our advisors) might be subject to disclosure or other requirements pursuant to these regulations.

Passive Activity Losses and Investment Interest Limitations

Distributions made by us and gain arising from the sale or exchange by a U.S. shareholder of our common shares will not be treated as passive activity income. As a result, U.S. shareholders will not be able to apply any “passive losses” against income or gain relating to our common shares. Distributions made by us to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation. A U.S. shareholder that elects to treat capital gain dividends, qualified dividend income or capital gains from the disposition of common shares as investment income for purposes of the investment interest limitation will be taxed at ordinary income rates on such amounts. We will notify shareholders regarding the portions of our distributions for each year that constitute ordinary income, return of capital and qualified dividend income.

Medicare Tax on Unearned Income

Certain U.S. shareholders that are individuals, estates or trusts are required to pay an additional 3.8% tax on “net investment income,” (or, in the case of an estate or trust, on “undistributed net investment income”) which includes, among other things, dividends on and gains from the sale or other disposition of REIT shares. The temporary 20% deduction allowed by Section 199A of the Code with respect to ordinary REIT dividends received by non-corporate taxpayers is allowed only for purposes of Chapter 1 of the Code and thus is not allowed as a deduction allocable to such dividends for purposes of determining the amount of net investment income subject to the 3.8% Medicare tax, which is imposed under Chapter 2A of the Code. U.S. shareholders should consult their tax advisors regarding this tax on net investment income.

Taxation of Non-U.S. Shareholders

The following is a summary of the material U.S. federal income tax consequences of ownership and disposition of our shares applicable to non-U.S. shareholders. A “non-U.S. shareholder” is any beneficial owner of our common shares, other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes or a partner in such an entity or arrangement, that is not a U.S. shareholder.

Ordinary Dividends

The portion of dividends received by non-U.S. shareholders that (1) is payable out of our earnings and profits, (2) is not attributable to capital gains from the disposition of a U.S. real property interest that we recognize and (3) is not effectively connected with a U.S. trade or business of the non-U.S. shareholder, will be subject to U.S. withholding tax at the rate of 30%, unless reduced or eliminated by treaty. Under some treaties, however, lower rates generally applicable to dividends do not apply to dividends from REITs.

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In general, non-U.S. shareholders will not be considered to be engaged in a U.S. trade or business solely as a result of their ownership of our shares. In cases where the dividend income from a non-U.S. shareholder’s investment in our shares is, or is treated as, effectively connected with the non-U.S. shareholder’s conduct of a U.S. trade or business, the non-U.S. shareholder generally will be subject to U.S. federal income tax at graduated rates, in the same manner as U.S. shareholders are taxed with respect to such dividends. Such effectively connected income must generally be reported on a U.S. income tax return filed by or on behalf of the non-U.S. shareholder. The income may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by treaty) in the case of a non-U.S. shareholder that is a corporation.

Non-Dividend Distributions

Unless our shares constitute a U.S. real property interest (“USRPI”), distributions that we make which are not dividends out of our earnings and profits will not be subject to U.S. federal income tax. If we cannot determine at the time a distribution is made whether or not the distribution will exceed current and accumulated earnings and profits, the distribution will be subject to withholding at the rate applicable to dividends. The non-U.S. shareholder may seek a refund from the IRS of any amounts withheld if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits. If our shares constitute a USRPI, as described below, distributions that we make in excess of the sum of (1) the non-U.S. shareholder’s proportionate share of our earnings and profits, plus (2) the non-U.S. shareholder’s basis in its shares, will be taxed under the Foreign Investment in Real Property Act (“FIRPTA”), at the rate of tax, including any applicable capital gains rates, that would apply to a U.S. shareholder of the same type (i.e., an individual or a corporation, as the case may be), and the collection of the tax will be enforced by a withholding at a rate of 15% of the amount by which the distribution exceeds the non-U.S. shareholder’s share of our earnings and profits.

Capital Gain Dividends

Under FIRPTA, a distribution that we make to a non-U.S. shareholder, to the extent attributable to gains from dispositions of USRPIs that we held directly or through pass-through subsidiaries (“USRPI capital gains”) will, except as described below, be considered effectively connected with a U.S. trade or business of the non-U.S. shareholder and will be subject to U.S. income tax at the rates applicable to U.S. individuals or corporations, without regard to whether we designate the distribution as a capital gain dividend. See “– Taxation of Shareholders – Taxation of Non-U.S. Shareholders – Ordinary Dividends,” for a discussion of the consequences of income that is effectively connected with a U.S. trade or business. In addition, we will be required to withhold tax equal to 15% of the maximum amount that could have been designated as USRPI capital gain dividends. Distributions subject to FIRPTA may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by treaty) in the hands of a non-U.S. shareholder that is a corporation. A distribution is not attributable to USRPI capital gain if we held an interest in the underlying asset solely as a creditor.

Capital gain dividends received by a non-U.S. shareholder that are attributable to dispositions of our assets other than USRPIs are not subject to U.S. federal income or withholding tax, unless (1) the gain is effectively connected with the non-U.S. shareholder’s U.S. trade or business, in which case the non-U.S. shareholder would be subject to the same treatment as U.S. shareholders with respect to such gain, except that a non-U.S. shareholder that is a corporation may also be subject to a branch profits tax at the rate of 30% (unless reduced or eliminated by treaty) or (2) the non-U.S. shareholder is a nonresident alien individual who was present in the U.S. for 183 days or more during the taxable year and has a “tax home” in the U.S., in which case the non-U.S. shareholder will incur a 30% tax on his capital gains.

A significant portion of our assets are USRPIs and we expect that a significant portion of our assets will continue to be USRPIs.

A capital gain dividend that would otherwise have been treated as a USRPI capital gain will not be so treated or be subject to FIRPTA or the branch profits tax, and generally will not be treated as income that is effectively connected with a U.S. trade or business, but instead will be treated in the same manner as an ordinary dividend (see “– Taxation of Shareholders – Taxation of Non-U.S. Shareholders – Ordinary Dividends”), if (1) the capital gain dividend is received with respect to a class of shares that is “regularly traded” on an established securities market

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located in the U.S. and (2) the recipient non-U.S. shareholder does not own more than 10% of that class of shares at any time during the year ending on the date on which the capital gain dividend is received. We believe that our common shares currently is and will continue to be “regularly traded” on an established securities exchange. In addition, distributions to certain non-U.S. publicly traded shareholders that meet certain record-keeping and other requirements (“qualified stockholders”) are exempt from FIRPTA, except to the extent owners of such qualified stockholders that are not also qualified stockholders own, actually or constructively, more than 10% of our common shares. Furthermore, distributions to “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. shareholders should consult their tax advisors regarding the application of these rules.

Dispositions of Our Common Shares

Gain recognized by a non-U.S. shareholder upon the sale or exchange of our shares generally would not be subject to U.S. federal income taxation unless:

•the investment in our common shares is effectively connected with the non-U.S. shareholder’s U.S. trade or business, in which case the non-U.S. shareholder will be subject to the same treatment as U.S. shareholders with respect to any gain;

•the non-U.S. shareholder is a nonresident alien individual who is present in the U.S. for 183 days or more during the taxable year and has a tax home in the U.S., in which case the nonresident alien individual will be subject to a 30% tax on the individual’s net capital gains for the taxable year; or

•our common shares constitute a USPRI within the meaning of FIRPTA, as described below.

Our common shares will constitute a USRPI unless we are a domestically controlled REIT. We intend to take the position that we will be a domestically controlled REIT if, at all times during a specified testing period, less than 50% in value of our shares are held directly or indirectly by non-U.S. shareholders.

Because our shares are publicly traded, no assurance can be given that we are or will be a domestically controlled REIT. Even if we were not a domestically controlled REIT, a sale of our common shares by a non-U.S. shareholder would nevertheless not be subject to taxation under FIRPTA as a sale of a USRPI if:

•our common shares were “regularly traded” on an established securities market; and

•the non-U.S. shareholder did not actually, or constructively under specified attribution rules under the Code, own more than 10% of our common shares at any time during the shorter of the five-year period preceding the disposition or the holder’s holding period.

Specific “wash sale” rules applicable to sales of shares in a domestically controlled REIT could result in gain recognition, taxable under FIRPTA, upon the sale or other taxable disposition of our shares even if we are a domestically controlled REIT. These rules would apply if the non-U.S. shareholder (1) disposes of our shares within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI, and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of beneficial interest during the 61-day period beginning with the first day of the 30-day period described in clause (1). A sale or other taxable disposition of our shares is not treated as an applicable “wash sale” transaction if the shares are “regularly traded” on an established securities market in the U.S. and the selling non-US shareholder has not held more than 5% of the regularly traded shares during the one-year period ending on the date of such distribution described in clause (1).

In addition, dispositions of our common shares by qualified stockholders are exempt from FIRPTA, except to the extent owners of such qualified stockholders that are not also qualified stockholders own, actually or constructively, more than 10% of our common shares. An actual or deemed disposition of our common shares by such qualified stockholders may also be treated as a dividend. Furthermore, dispositions of our common shares by “qualified foreign pension funds” or entities all of the interests of which are held by “qualified foreign pension

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funds” are exempt from FIRPTA. Non-U.S. shareholders should consult their tax advisors regarding the application of these rules.

We believe that our common shares will be regularly traded on an established securities market. If gain on the sale or exchange of our common shares were subject to taxation under FIRPTA, the non-U.S. shareholder would be subject to regular U.S. federal income tax with respect to any gain in the same manner as a taxable U.S. shareholder. In such case, under FIRPTA the purchaser of common shares may be required to withhold 15% of the purchase price and remit this amount to the IRS.

U.S. Federal Income Tax Returns

If a non-U.S. shareholder is subject to taxation under FIRPTA on proceeds from the sale of our common shares or on capital gain distributions, the non-U.S. shareholder will be required to file a U.S. federal income tax return.

Non-U.S. shareholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of owning our shares, including any reporting requirements.

Taxation of Tax-Exempt U.S. Shareholders

Tax-exempt entities, including qualified employee pension and profit sharing trusts and individual retirement accounts, generally are exempt from U.S. federal income taxation. However, they may be subject to taxation on their unrelated business taxable income (“UBTI”). While some investments in real estate may generate UBTI, the IRS has ruled that dividend distributions from a REIT to a tax-exempt entity do not constitute UBTI. Based on that ruling, and provided that (1) a tax-exempt shareholder has not held our shares as “debt financed property” within the meaning of the Code (i.e., where the acquisition or holding of the property is financed through a borrowing by the tax-exempt shareholder) and (2) our shares are not otherwise used in an unrelated trade or business, distributions that we make and income from the sale of our shares generally should not give rise to UBTI to a tax-exempt shareholder.

Tax-exempt U.S. shareholders that are social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts, and qualified group legal services plans exempt from U.S. federal income taxation under sections 501(c)(7), (c)(9), and (c)(17) of the Code, respectively, or single parent title-holding corporations exempt under Section 501(c)(2) and whose income is payable to any of the aforementioned tax-exempt organizations, are subject to different UBTI rules, which generally will require them to characterize distributions from us as UBTI unless they are able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by their investment in our common shares. These investors should consult their tax advisors concerning these “set aside” and reserve requirements.

In certain circumstances, a pension trust that owns more than 10% of our shares could be required to treat a percentage of any dividends received from us as UBTI if we are a “pension-held REIT.” We will not be a pension-held REIT unless (1) we are required to “look through” one or more of our pension trust shareholders to satisfy the REIT “closely held” test and (2) either (a) one pension trust owns more than 25% of the value of our shares, or (b) one or more pension trusts, each individually holding more than 10% of the value of our shares collectively own more than 50% of the value of our shares. Certain restrictions on ownership and transfer of our shares generally should prevent a tax-exempt entity from owning more than 10% of the value of our shares and generally should prevent us from becoming a pension-held REIT.

Tax-exempt shareholders are urged to consult their tax advisors regarding the U.S. federal, state, local and foreign income and other tax consequences of owning our shares.

Backup Withholding Tax and Information Reporting

U.S. Shareholders of Our Common Shares

In general, information reporting requirements will apply to payments of dividends on and payments of the proceeds of the sale of our common shares held by U.S. shareholders, unless an exception applies. The applicable withholding agent is required to withhold tax on such payments if (i) the payee fails to furnish a taxpayer identification number, (a “TIN”) to the payor or to establish an exemption from backup withholding, or (ii) the IRS

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notifies the payor that the TIN furnished by the payee is incorrect. In addition, the applicable withholding agent with respect to the dividends on our common shares is required to withhold tax if (i) there has been a notified payee under-reporting with respect to interest, dividends or original issue discount described in Section 3406(c) of the Code, or (ii) there has been a failure of the payee to certify under the penalty of perjury that the payee is not subject to backup withholding under the Code. A U.S. shareholder that does not provide the applicable withholding agent with a correct TIN may also be subject to penalties imposed by the IRS. In addition, we may be required to withhold a portion of capital gain distributions to any U.S. shareholders who fail to certify their U.S. status to us.

Some U.S. shareholders, including corporations, may be exempt from backup withholding. Any amounts withheld under the backup withholding rules from a payment to a U.S. shareholder will be allowed as a credit against the U.S. shareholder’s U.S. federal income tax and may entitle the U.S. shareholder to a refund, provided that the required information is timely furnished to the IRS. The applicable withholding agent will be required to furnish annually to the IRS and to U.S. shareholders information relating to the amount of dividends paid on our common shares, and that information reporting may also apply to payments of proceeds from the sale of our common shares. Some U.S. shareholders, including corporations, financial institutions and certain tax-exempt organizations, are generally not subject to information reporting.

Non-U.S. Shareholders of Our Common Shares

Generally, information reporting will apply to payments of dividends on our common shares, and backup withholding described above for a U.S. shareholder will apply, unless the payee certifies that it is not a U.S. person or otherwise establishes an exemption.

The payment of the proceeds from the disposition of our common shares to or through the U.S. office of a U.S. or foreign broker will be subject to information reporting and backup withholding as described above for U.S. shareholders unless the non-U.S. shareholder satisfies the requirements necessary to be an exempt non-U.S. shareholder or otherwise qualifies for an exemption. The proceeds of a disposition by a non-U.S. shareholder to or through a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, if the broker is a U.S. person, a controlled foreign corporation for U.S. federal income tax purposes, a foreign person 50% or more of whose gross income from all sources for specified periods is from activities that are effectively connected with a U.S. trade or business, a foreign partnership if partners who hold more than 50% of the interest in the partnership are U.S. persons, or a foreign partnership that is engaged in the conduct of a trade or business in the U.S., then information reporting generally will apply as though the payment was made through a U.S. office of a U.S. or foreign broker.

Other Tax Considerations

Legislative or Other Actions Affecting REITs

The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. We cannot give you any assurances as to whether, or in what form, any legislative proposals affecting REITs or their shareholders will be enacted. Changes to the U.S. federal income tax laws and interpretations thereof could adversely affect an investment in our common shares. Taxpayers should consult with their tax advisors regarding the effect of potential changes to the federal income tax laws and on their particular circumstances.

Foreign Account Tax Compliance Act

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, withholding at a rate of 30% generally will be required in certain circumstances on dividends in respect of our common shares held by or through certain foreign financial institutions (including investment funds), unless such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an

172

intergovernmental agreement between the U.S. and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the U.S. and an applicable foreign country, or other guidance, may modify these requirements. Accordingly, the entity through which our common shares are held will affect the determination of whether such withholding is required. Similarly, in certain circumstances, dividends in respect of our common shares held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exemptions generally will be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such entity does not have any “substantial U.S. owners” or (ii) provides certain information regarding the entity’s “substantial U.S. owners,” which we will in turn provide to the IRS. Under these withholding rules, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to U.S. shareholders who own shares of our common shares through foreign accounts or foreign intermediaries and certain non-U.S. shareholders. We will not pay any additional amounts to shareholders in respect of any amounts withheld. Investors should consult their tax advisors regarding the possible implications of these rules on their investment in our common shares.

State, Local and Foreign Taxes

We, our subsidiaries and/or our shareholders may be subject to state, local or foreign taxation in various jurisdictions, including those in which we or they transact business, own property or reside. We own properties located in numerous U.S. and foreign jurisdictions, and may be required to file tax returns in some or all of those jurisdictions. Our state, local and foreign tax treatment and the state, local and foreign tax treatment of our shareholders may not conform to the U.S. federal income tax treatment discussed above. Prospective shareholders should consult their tax advisors regarding the application and effect of state, local and foreign income and other tax laws on an investment in our common shares.

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SHARES ELIGIBLE FOR FUTURE SALE

General

Prior to the Distribution, there will be no market for our common shares. Therefore, future sales of substantial amounts of our common shares in the public market could adversely affect the prevailing market price for our common shares.

Upon completion of the Distribution, we expect to have approximately              common shares outstanding based upon approximately              shares of WPC common stock outstanding on June 30, 2023. The foregoing amounts do not reflect any equity issued by either WPC after June 30, 2023, including subsequent issuances pursuant to WPC’s “at-the-market” and equity forward programs related to the sale of additional WPC common stock having an aggregate gross sales price of up to $1.0 billion. In addition, we will have common shares reserved for issuance to trustees, executive officers and other individuals who provide services to us that, if and when such shares are issued, may be subject in whole or in part to vesting requirements or the lapsing of restrictions.

The NLOP common shares distributed to WPC stockholders will be freely transferable, except for shares received by persons who may be deemed to be NLOP “affiliates” under the Securities Act. Persons who may be deemed to be affiliates of NLOP after the Separation generally include individuals or entities that control, are controlled by or are under common control with NLOP and may include trustees and certain officers or principal shareholders of NLOP. NLOP affiliates will be permitted to sell their NLOP common shares only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemptions afforded by Rule 144.

Rule 144

Any “restricted” securities under the meaning of Rule 144 of the Securities Act may not be sold in the absence of registration under the Securities Act unless an exemption from registration is available, including exemptions contained in Rule 144. In general, under Rule 144 as currently in effect, if six months have elapsed since the date of acquisition of restricted shares from us or any of our affiliates, the holder of such restricted shares can sell such shares; provided that the number of shares sold by such person within any three-month period cannot exceed the greater of 1% of the total number of shares of our common equity then outstanding or the average weekly trading volume of our common equity on the NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates also are subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

Grants Under Our Incentive Award Plan

It is expected that, prior to the completion of the Separation, NLOP will adopt the Incentive Award Plan. For more information regarding the Incentive Award Plan, see “Management – Executive and Trustee Compensation – 2023 Incentive Award Plan.”

174

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form 10 with the SEC with respect to the NLOP common shares being distributed as contemplated by this information statement. This information statement is a part of, and does not contain all of the information set forth in, the registration statement and the exhibits and schedules to the registration statement. For further information with respect to NLOP and its common shares, please refer to the registration statement, including its exhibits and schedules. Statements made in this information statement relating to any contract or other document are not necessarily complete, and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement, including its exhibits and schedules on the Internet website maintained by the SEC at www.sec.gov. Information contained on any website referenced in this information statement is not incorporated by reference in this information statement.

As a result of the Distribution, we will become subject to the information and reporting requirements of the Exchange Act and, in accordance with the Exchange Act, will file periodic reports, proxy statements and other information with the SEC.

We plan to make available, free of charge, on NLOP’s Internet site its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, reports filed pursuant to Section 16 of the Exchange Act and amendments to those reports as soon as reasonably practicable after it electronically files or furnishes such materials to the SEC.

You should rely only on the information contained in this information statement or to which this information statement has referred you. We have not authorized any person to provide you with different information or to make any representation not contained in this information statement.

175

INDEX TO FINANCIAL STATEMENTS

NET LEASE OFFICE PROPERTIES

	Page No.
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheet as of December 31, 2022	F-3
Notes to Balance Sheet	F-4
Balance Sheets as of June 30, 2023 and December 31, 2022 (unaudited)	F-5
Statement of Loss for the six months ended June 30, 2023 (unaudited)	F-6
Statement of Equity for the Six Months Ended June 30, 2023 (unaudited)	F-7
Statement of Cash Flows for the Six Months Ended June 30, 2023 (unaudited).	F-8
Notes to Financial Statements (unaudited)	F-9

NET LEASE OFFICE PROPERTIES PREDECESSOR

	Page No.
Report of Independent Registered Public Accounting Firm	F-10
Combined Balance Sheets as of December 31, 2022 and 2021	F-11
Combined Statements of Income for the Years Ended December 31, 2022, 2021, and 2020	F-12
Combined Statements of Comprehensive Income for the Years Ended December 31, 2022, 2021, and 2020	F-13
Combined Statements of Equity for the Years Ended December 31, 2022, 2021, and 2020	F-14
Combined Statements of Cash Flows for the Years Ended December 31, 2022, 2021, and 2020	F-15
Notes to Combined Financial Statements	F-16
Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2022, 2021, and 2020	F-35
Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2022	F-36
Notes to Schedule III for the Years Ended December 31, 2022, 2021, and 2020	F-39
Combined Balance Sheets as of June 30, 2023 and December 31, 2022(unaudited)	F-40
Combined Statements of Income for the Six Months Ended June 30, 2023 and 2022 (unaudited)	F-41
Combined Statements of Comprehensive Income for the Six Months Ended June 30, 2023 and 2022(unaudited)	F-42
Combined Statements of Equity for the Six Months Ended June 30, 2023 and 2022 (unaudited)	F-43
Combined Statements of Cash Flows for the Six Months Ended June 30, 2023 and 2022 (unaudited)	F-44
Notes to Combined Financial Statements (unaudited)	F-45

Financial statement schedules other than those listed above are omitted because the required information is given in the financial statements, including the notes thereto, or because the conditions requiring their filing do not exist.

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of W. P. Carey Inc.

Opinion on the Financial Statement – Balance Sheet

We have audited the accompanying balance sheet of Net Lease Office Properties (the “Company”) as of December 31, 2022, including the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects, the financial position of the Company as of December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

The financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of this financial statement in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

June 23, 2023

We have served as the Company’s auditor since 2022.

F-2

NET LEASE OFFICE PROPERTIES

BALANCE SHEET

December 31, 2022

ASSETS
Cash	$	1
Total assets	$	1
LIABILITIES AND STOCKHOLDER’S EQUITY
Stockholder’s equity:
Common Stock, $0.001 par value, 1,000 shares authorized; 1,000 shares issues and outstanding	$	1
Additional paid-in capital	$	—
Total stockholder’s equity	$	1

See accompanying notes to the balance sheet.

F-3

NET LEASE OFFICE PROPERTIES

NOTES TO BALANCE SHEET

December 31, 2022

1.Organization and Description of Business

Net Lease Office Properties (“NLOP” or the “Company”), was incorporated in the state of Maryland on October 21, 2022. The Company is an indirect, wholly-owned subsidiary of W. P. Carey Inc. (“WPC”), formed in contemplation of a spin-off transaction in which WPC plans to contribute certain of its office properties to the Company, or its subsidiaries, and distribute all the outstanding voting shares of common stock in the Company to WPC’s stockholders.

W. P. Carey Inc. is considered the accounting predecessor of the Company.

2.Summary of Significant Accounting Policies

The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as set forth within the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”).

Statements of operations, equity and cash flows have not been prepared as no material substantive transactions have taken place aside from the initial capitalization on November 7, 2022. The company has been capitalized with the issuance of 1,000 shares of common stock ($0.001 par value per share) for a total of $1.

Organizational Costs

Organizational costs are expensed as incurred. Such costs are comprised of the legal and professional fees associated with the Company.

3.Transactions with Related Parties

We intend to be externally managed and advised by wholly-owned affiliates of WPC.

4.Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 23, 2023. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-4

NET LEASE OFFICE PROPERTIES

BALANCE SHEETS (UNAUDITED)

	June 30, 2023		December 31, 2022
ASSETS
Cash	$	1	$	1
Other assets	64		—
Total assets	$	65	$	1
LIABILITIES AND STOCKHOLDER’S EQUITY
Stockholder’s equity:
Common Stock, $0.001 par value, 1,000 shares authorized; 1,000 shares issues and outstanding	$	1	$	1
Additional paid-in capital	303		—
Accumulated deficit	(239)		—
Total stockholder’s equity	$	65	$	1

See accompanying notes to the financial statements.

F-5

NET LEASE OFFICE PROPERTIES

STATEMENT OF LOSS (UNAUDITED)

	Six Months Ended June 30, 2023
Revenues	$	—
Other expenses	(239)
Net Loss	$	(239)

See accompanying notes to the financial statements.

F-6

NET LEASE OFFICE PROPERTIES

STATEMENT OF EQUITY (UNAUDITED)

	Common Stock (Shares)	Common Stock (Amount)		Additional Paid-in capital		Accumulated Deficit		Total Stockholder’s Equity
Balance at January 1, 2023	1,000	$	1	$	—	$	—	$	1
Contribution	—	—		303		—		303
Net loss	—	—		—		(239)		(239)
Balance at June 30, 2023	1,000	$	1	$	303	$	(239)	$	65

See accompanying notes to the financial statements.

F-7

NET LEASE OFFICE PROPERTIES

STATEMENT OF CASH FLOWS (UNAUDITED)

	Six Months Ended June 30, 2023
Cash Flows — Operating Activities
Net loss	$	(239)
Net changes in other operating assets and liabilities	(64)
Net Cash Provided by Operating Activities	(303)
Cash Flows — Financing Activities
Contribution	303
Net Cash Used in Financing Activities	303
Change in Cash During the Period
Effect of exchange rate changes on cash	—
Net increase in cash	—
Cash, beginning of year	1
Cash, end of year	$	1

See accompanying notes to the financial statements.

F-8

NET LEASE OFFICE PROPERTIES

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

June 30, 2023

1.Organization and Description of Business

Net Lease Office Properties (“NLOP” or the “Company”), was incorporated in the state of Maryland on October 21, 2022. The Company is an indirectly wholly-owned subsidiary of W. P. Carey Inc. (“WPC”), formed in contemplation of a spin-off transaction in which WPC plans to contribute certain of its office properties to the Company, or its subsidiaries, and distribute all the outstanding voting shares of common stock in the Company to WPC’s stockholders.

W. P. Carey Inc. is considered the accounting predecessor of the Company.

2.Summary of Significant Accounting Policies

The financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as set forth within the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”).

The company was capitalized with the issuance of 1,000 shares of common stock ($.001 par value per share) for a total of $1 on November 7, 2022. During the six months ended June 30, 2023, the Company received a contribution of $303.

Organizational Costs

Organizational costs are expensed as incurred. Such costs are comprised of the legal and professional fees associated with the Company.

3.Transactions with Related Parties

We intend to be externally managed and advised by wholly-owned affiliates of WPC.

4.Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to September 21, 2023. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

F-9

Report of Independent Registered Public Accounting Firm

To theBoard of Directors and Stockholders of W. P. Carey Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Net Lease Office Properties Predecessor (the “Company”), a business of W. P. Carey Inc., as of December 31, 2022 and 2021, and the related combined statements of income, of comprehensive income, of equity, and of cash flows for each of the three years in the period ended December 31, 2022 including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these combined financial statements in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

New York, New York

June 23, 2023

We have served as the Company’s auditor since 2022.

F-10

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED BALANCE SHEETS

(in thousands)

	December 31,
	2022		2021
Assets
Investments in real estate
Land, buildings and improvements	$	1,287,547	$	1,100,230
Net investments in direct financing leases	14,728		14,962
In-place lease intangible assets and other	375,453		338,232
Above-market rent intangible assets	58,983		44,872
Investments in real estate	1,736,711		1,498,296
Accumulated depreciation and amortization	(392,025)		(328,450)
Net investments in real estate	1,344,686		1,169,846
Cash and cash equivalents	4,671		3,966
Other assets, net	49,261		48,948
Goodwill	63,583		51,959
Total assets	$	1,462,201	$	1,274,719
Liabilities and Equity
Non-recourse mortgages, net	$	174,289	$	37,476
Parent debt	101,774		112,427
Accounts payable, accrued expenses and other liabilities	49,950		42,766
Below-market rent intangible liabilities, net	14,671		16,180
Deferred income taxes	11,998		8,364
Total liabilities	352,682		217,213
Commitments and contingencies (Note 10)
Equity
Net parent investment	1,150,240		1,098,737
Accumulated other comprehensive loss	(42,464)		(41,231)
Total stockholders’ equity	1,107,776		1,057,506
Noncontrolling interests	1,743		—
Total equity	1,109,519		1,057,506
Total liabilities and equity	$	1,462,201	$	1,274,719

See Notes to Combined Financial Statements.

F-11

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF INCOME

(in thousands)

	Years Ended December 31,
	2022		2021		2020
Revenues
Lease revenues	$	151,249	$	143,958	$	138,907
Income from direct financing leases	1,744		1,709		3,281
Other lease-related income	3,221		2,239		2,577
	156,214		147,906		144,765
Operating Expenses
Depreciation and amortization	63,205		58,580		57,168
Reimbursable tenant costs	24,251		23,651		20,191
General and administrative	11,871		10,307		9,359
Property expenses, excluding reimbursable tenant costs	7,751		6,429		8,252
Separation and distribution related costs and other	6,025		—		—
	113,103		98,967		94,970
Other Income and Expenses
Interest expense	(26,841)		(28,641)		(32,138)
Losses on extinguishment of debt and other	(7)		(17,234)		(841)
	(26,848)		(45,875)		(32,979)
Income before income taxes	16,263		3,064		16,816
Provision for income taxes	(486)		(1,646)		(800)
Net Income	15,777		1,418		16,016
Net loss attributable to noncontrolling interests	2		—		—
Net Income Attributable to NLOP Predecessor	$	15,779	$	1,418	$	16,016

See Notes to Combined Financial Statements.

F-12

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

	Years Ended December 31,
	2022		2021		2020
Net Income	$	15,777	$	1,418	$	16,016
Other Comprehensive (Loss) Income
Foreign currency translation adjustments	(1,233)		3,435		564
Comprehensive Income	$	14,544	$	4,853	$	16,580

See Notes to Combined Financial Statements.

F-13

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF EQUITY

(in thousands)

	Net Parent Investment		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at January 1, 2020	$	885,154	$	(45,230)	$	839,924	$	—	$	839,924
Net income	16,016		—		16,016		—		16,016
Net transfers from parent	9,039		—		9,039		—		9,039
Other comprehensive income:
Foreign currency translation adjustments	—		564		564		—		564
Balance at December 31, 2020	910,209		(44,666)		865,543		—		865,543
Net income	1,418		—		1,418		—		1,418
Net transfers from parent	187,110		—		187,110		—		187,110
Other comprehensive income:
Foreign currency translation adjustments	—		3,435		3,435		—		3,435
Balance at December 31, 2021	1,098,737		(41,231)		1,057,506		—		1,057,506
Net income	15,779		—		15,779		(2)		15,777
Net transfers from parent	35,724		—		35,724		—		35,724
Acquisition of noncontrolling interests in connection with the CPA:18 Merger	—		—		—		1,745		1,745
Other comprehensive loss:
Foreign currency translation adjustments	—		(1,233)		(1,233)		—		(1,233)
Balance at December 31, 2022	$	1,150,240	$	(42,464)	$	1,107,776	$	1,743	$	1,109,519

See Notes to Combined Financial Statements.

F-14

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2022		2021		2020
Cash Flows — Operating Activities
Net income	$	15,777	$	1,418	$	16,016
Adjustments to net income:
Depreciation and amortization, including intangible assets and deferred financing costs	64,275		60,327		59,102
Stock-based compensation expense	3,161		2,398		1,622
Straight-line rent adjustments	(3,043)		(3,249)		(5,780)
Net realized and unrealized losses on extinguishment of debt, foreign currency transactions, and other	2,121		16,508		487
Amortization of rent-related intangibles and deferred rental revenue	1,959		834		863
Deferred income tax benefit	(1,043)		(227)		(101)
Net changes in other operating assets and liabilities	1,075		(2,674)		1,448
Net Cash Provided by Operating Activities	84,282		75,335		73,657
Cash Flows — Investing Activities
Cash paid to stockholder of WPC in the CPA:18 Merger	(20,969)		—		—
Funding for real estate construction, redevelopments, and other capital expenditures on real estate	(4,717)		(4,184)		(4,488)
Cash and restricted cash acquired in connection with the CPA:18 Merger	2,768		—		—
Net Cash Used in Investing Activities	(22,918)		(4,184)		(4,488)
Cash Flows — Financing Activities
Scheduled payments of mortgage principal	(36,833)		(2,432)		(46,841)
Net transfers with Parent — others	(24,594)		187,110		9,039
Prepayments of mortgage principal and other debt instruments	(3,107)		(261,646)		(28,011)
Other financing activities, net	(7)		(277)		6
Net Cash Used in Financing Activities	(64,541)		(77,245)		(65,807)
Change in Cash and Cash Equivalents and Restricted Cash During the Year
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(123)		19		274
Net (decrease) increase in cash and cash equivalents and restricted cash	(3,300)		(6,075)		3,636
Cash and cash equivalents and restricted cash, beginning of year	9,298		15,373		11,737
Cash and cash equivalents and restricted cash, end of year	$	5,998	$	9,298	$	15,373

See Notes to Combined Financial Statements.

F-15

NET LEASE OFFICE PROPERTIES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS

Note 1. Nature of Business

Pursuant to the terms of a separation and distribution agreement, W. P. Carey Inc. (“WPC”) intends to spin off into a separate publicly-traded company a portfolio of 59 real property assets. To accomplish this separation, on October 21, 2022, WPC formed a Maryland real estate investment trust, Net Lease Office Properties (“NLOP”), to own the NLOP Predecessor. For purposes of these consolidated financial statements, references to “we,” “us,” “NLOP Predecessor,” “Predecessor,” and the “Company” refer to, for periods prior to completion of the Spin-Off, the Predecessor, and for periods after the completion of the Spin-Off, NLOP Business. Information with respect to number of properties and square footage is unaudited.

Following the separation from WPC, NLOP intends to elect and qualify as a real estate investment trust for U.S. federal income tax purposes (“REIT”). The separation will be effected by means of a pro-rata distribution of all outstanding shares of NLOP Predecessor common stock to the holders of WPC common stock as of the record date for the distribution (“Spin-Off”).

The NLOP Business will be operated as one segment, and through its subsidiaries, will own, operate and finance office buildings.

Subsequent to the Spin-Off, NLOP Predecessor will be externally managed and advised by WPC through one or more of its wholly-owned subsidiaries (the “Advisor”).

Note 2. Basis of Presentation

The accompanying historical combined financial statements and related notes of NLOP Predecessor do not represent the balance sheet, statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved-out” of WPC’s consolidated financial statements and presented herein on a combined basis, in each case, in accordance with accounting principles generally accepted in the United States (“GAAP”). Intercompany transactions and balances have been eliminated in combination. The preparation of these combined financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

These combined financial statements reflect the revenues and direct expenses of the NLOP Predecessor and include material assets and liabilities of WPC that are specifically attributable to the NLOP Predecessor Business. NLOP Predecessor equity in these combined financial statements represents the excess of total assets over total liabilities. NLOP Predecessor equity is impacted by contributions from and distributions to WPC, which are the result of treasury activities and net funding provided by or distributed to WPC prior to the Spin-Off, as well as the allocated costs and expenses described below.

The audited combined financial statements also include an allocation of indirect costs and expenses incurred by WPC related to the NLOP Business, primarily consisting of compensation and other general and administrative costs using the relative percentage of property ABR of the NLOP Predecessor and WPC management’s knowledge of the NLOP Predecessor. In addition, the audited combined financial statements reflect allocation of interest expense from WPC unsecured debt, excluding debt that is specifically attributable to the NLOP Predecessor (Note 9); interest expense was allocated by calculating the unencumbered net investment in real estate of each property held by the NLOP Predecessor as a percentage of WPC’s total consolidated unencumbered net investment in real estate and multiplying that percentage by the corporate interest expense on WPC unsecured debt (Note 13). The amounts allocated in the accompanying audited combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable.

F-16

Goodwill attributable to NLOP Predecessor was determined by first identifying those assets within NLOP Predecessor that were previously deemed to be a part of a business combination and that WPC paid a premium for. This premium was then allocated to the NLOP Predecessor assets based on the fair values of the NLOP Predecessor assets at the time of acquisition relative to the value of all the real estate acquired as part of the business combination. Any goodwill directly attributable to deferred taxes assumed as part of a business combination and related to our European operations is recorded in functional currency and translated at period end rates where applicable.

The amounts allocated in the accompanying combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable.

Note 3. Summary of Significant Accounting Policies

Critical Accounting Policies and Estimates

Accounting for Acquisitions

In accordance with the guidance for business combinations, we determine whether a transaction or other event is a business combination, which requires that the assets acquired and liabilities assumed constitute a business. If the assets acquired are not a business, we account for the transaction or other event as an asset acquisition. Under both methods, we recognize the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, we evaluate the existence of goodwill or a gain from a bargain purchase. We capitalize acquisition-related costs and fees associated with asset acquisitions. We immediately expense acquisition-related costs and fees associated with business combinations. There were no acquisitions during the reporting period with the exception of properties acquired in the CPA:18 Merger (Note 4).

Purchase Price Allocation of Tangible Assets — When we acquire properties with leases classified as operating leases, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The tangible assets consist of land, buildings, and site improvements. The intangible assets and liabilities include the above- and below-market value of leases and the in-place leases, which includes the value of tenant relationships. Land is typically valued utilizing the sales comparison (or market) approach. Buildings are valued, as if vacant, using the cost and/or income approach. The fair value of real estate is determined (i) by applying a discounted cash flow analysis to the estimated net operating income for each property in the portfolio during the remaining anticipated lease term, and (ii) by the estimated residual value, which is based on a hypothetical sale of the property upon expiration of a lease factoring in the re-tenanting of such property at estimated market rental rates and applying a selected capitalization rate.

Assumptions used in the model are property-specific where this information is available; however, when certain necessary information is not available, we use available regional and property-type information. Assumptions and estimates include the following:

•a discount rate or internal rate of return;

•market rents, growth factors of rents, and market lease term;

•a capitalization rate to be applied to an estimate of market rent at the end of the market lease term;

•the marketing period necessary to put a lease in place;

•carrying costs during the marketing period; and

•leasing commissions and tenant improvement allowances.

F-17

The discount rates and residual capitalization rates used to value the properties are selected based on several factors, including:

•the creditworthiness of the lessees;

•industry surveys;

•property type;

•property location and age;

•current lease rates relative to market lease rates; and

•anticipated lease duration.

In the case where a tenant has a purchase option deemed to be favorable to the tenant, or the tenant has long-term renewal options at rental rates below estimated market rental rates, we generally include the value of the exercise of such purchase option or long-term renewal options in the determination of residual value.

The remaining economic life of leased assets is estimated by relying in part upon third-party appraisals of the leased assets and industry standards. Different estimates of remaining economic life will affect the depreciation expense that is recorded.

Purchase Price Allocation of Intangible Assets and Liabilities — For acquired properties that do not qualify as sale-leaseback transactions, we record above- and below-market lease intangible assets and liabilities for acquired properties based on the present value (using a discount rate reflecting the risks associated with the leases acquired including consideration of the credit of the lessee) of the difference between (i) the contractual rents to be paid pursuant to the leases negotiated or in place at the time of acquisition of the properties and (ii) our estimate of fair market lease rates for the property or equivalent property, both of which are measured over the estimated lease term, which includes renewal options that have rental rates below estimated market rental rates. We discount the difference between the estimated market rent and contractual rent to a present value using an interest rate reflecting our current assessment of the risk associated with the lease acquired, which includes a consideration of the credit of the lessee. When we enter into sale-leaseback transactions with above- or below-market leases, the intangibles will be accounted for as loan receivables or prepaid rent liabilities, respectively. We measure the fair value of below-market purchase option liabilities we acquire as the excess of the present value of the fair value of the real estate over the present value of the tenant’s exercise price at the option date. We determine these values using our estimates or by relying in part upon third-party valuations conducted by independent appraisal firms.

We amortize the above-market lease intangible as a reduction of lease revenue over the remaining contractual lease term. We amortize the below-market lease intangible as an increase to lease revenue over the initial term and any renewal periods in the respective leases. We include the value of below-market leases in Below-market rent and other intangible liabilities in the combined financial statements.

For acquired properties with tenants in place, we record in-place lease intangible assets based on the estimated value ascribed to the avoidance of costs of leasing the properties for remaining primary in-place lease terms. The cost avoidance is derived first by determining the in-place lease term on the subject lease. Then, based on our review of the market, the cost to be borne by a property owner to replicate a market lease to the remaining in-place term is estimated. These costs consist of: (i) rent lost during downtime (i.e., assumed periods of vacancy), (ii) estimated expenses that would be incurred by the property owner during periods of vacancy, (iii) rent concessions (i.e., free rent), (iv) leasing commissions, and (v) tenant improvements allowances given to tenants. We determine these values using our estimates or by relying in part upon third-party valuations. We amortize the value of in-place lease intangibles to depreciation and amortization expense over the remaining initial term of each lease. The amortization period for intangibles does not exceed the remaining depreciable life of the building.

If a lease is terminated, we charge the unamortized portion of above- and below-market lease values to rental income and in-place lease values to amortization expense. If a lease is amended, we will determine whether the economics of the amended lease continue to support the existence of the above- or below-market lease intangibles.

F-18

Purchase Price Allocation of Debt — When we acquire leveraged properties, the fair value of the related debt instruments is determined using a discounted cash flow model with rates that take into account the credit of the tenants, where applicable, and interest rate risk. Such resulting premium or discount is amortized over the remaining term of the obligation. We also consider the value of the underlying collateral, taking into account the quality of the collateral, the credit quality of the tenant, the time until maturity and the current interest rate.

Impairments

Real Estate — We periodically assess whether there are any indicators that the value of our long-lived real estate and related intangible assets may be impaired or that their carrying value may not be recoverable. These impairment indicators include, but are not limited to, vacancies, an upcoming lease expiration, a tenant with credit difficulty, the termination of a lease by a tenant, or a likely disposition of the property.

For real estate assets held for investment and related intangible assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property’s asset group to the estimated future net undiscounted cash flow that we expect the property’s asset group will generate, including any estimated proceeds from the eventual sale of the property’s asset group. The undiscounted cash flow analysis requires us to make our best estimate of market rents, residual values, and holding periods. We estimate market rents and residual values using market information from outside sources such as third-party market research, external appraisals, broker quotes, or recent comparable sales.

During the periods covered in these financial statements, our investment objective has been to hold properties on a long-term basis, holding periods used in the undiscounted cash flow analysis are generally ten years, but may be less if our intent is to hold a property for less than ten years. Depending on the assumptions made and estimates used, the future cash flow projected in the evaluation of long-lived assets and associated intangible assets can vary within a range of outcomes. We consider the likelihood of possible outcomes in determining our estimate of future cash flows and, if warranted, we apply a probability-weighted method to the different possible scenarios. If the future net undiscounted cash flow of the property’s asset group is less than the carrying value, the carrying value of the property’s asset group is considered not recoverable. We then measure the impairment loss as the excess of the carrying value of the property’s asset group over its estimated fair value.

Goodwill — We evaluate goodwill for possible impairment at least annually or upon the occurrence of a triggering event. To identify any impairment, we first assess qualitative factors to determine whether it is more likely than not that the fair value of the combined properties are less than its carrying value. This assessment is used as a basis to determine whether it is necessary to calculate the fair values of the combined properties. Impairments, if any, will be the difference between the reporting unit’s fair value and carrying amount, not to exceed the carrying amount of goodwill.

Credit Losses

We adopted ASU 2016-13, Financial Instruments — Credit Losses, which replaces the “incurred loss” model with an “expected loss” model, resulting in the earlier recognition of credit losses even if the risk of loss is remote. This standard applies to financial assets measured at amortized cost and certain other instruments, including net investments in direct financing leases. This standard does not apply to receivables arising from operating leases, which are within the scope of Topic 842.

The allowance for credit losses, which is recorded as a reduction to net investments in direct financing leases on our combined balance sheets, is measured on a pool basis by credit ratings (Note 6), using a probability of default method based on the lessees’ respective credit ratings, the expected value of the underlying collateral upon its repossession, and our historical loss experience related to other direct financing leases. Included in our model are factors that incorporate forward-looking information.

F-19

Other Accounting Policies

Leases

As a Lessee: Right-of-use (“ROU”) assets, included within in-place lease intangible assets and other on our combined balance sheets, represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments under the lease. We determine if an arrangement contains a lease at contract inception and determine the classification of the lease at commencement. Operating lease ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We do not include renewal options in the lease term when calculating the lease liability unless we are reasonably certain we will exercise the option. Variable lease payments are excluded from the ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. Our variable lease payments consist of increases as a result of the Consumer Price Index (“CPI”) or other comparable indices, taxes, and maintenance costs. Lease expense for lease payments is recognized on a straight-line basis over the term of the lease. Below-market land lease intangible assets and above-market land lease intangible liabilities are included as a component of ROU assets. See Note 5 for additional disclosures on the presentation of these amounts in our combined balance sheets.

The implicit rate within our operating leases is generally not determinable and, as a result, we use our incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The determination of our incremental borrowing rate requires judgment. We determine our incremental borrowing rate for each lease using estimated baseline mortgage rates. These baseline rates are determined based on a review of current mortgage debt market activity for benchmark securities across domestic and international markets, utilizing a yield curve. The rates are then adjusted for various factors, including level of collateralization and lease term.

As a Lessor: We combine non-lease components (lease arrangements that include common area maintenance services) with related lease components (lease revenues), since both the timing and pattern of transfer are the same for the non-lease component and related lease component, the lease component is the predominant component, and the lease component would otherwise be classified as an operating lease. For (i) operating lease arrangements involving real estate that include common area maintenance services and (ii) all real estate arrangements that include real estate taxes and insurance costs, we present these amounts within lease revenues in our combined statements of income. We record amounts reimbursed by the lessee in the period in which the applicable expenses are incurred if the reimbursements are deemed collectible.

Reclassifications — Certain debt agreements with wholly-owned affiliates of WPC have been reclassified to Parent Debt in accordance with the basis of presentation of the historical combined financial statements (Note 9).

Cash and Cash Equivalents — We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Restricted Cash — Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes and is included within other assets on the balance sheet. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheets to the combined statements of cash flows (in thousands):

	December 31,
	2022		2021
Cash and cash equivalents	$	4,671	$	3,966
Restricted cash (a)	1,327		5,332
Total cash and cash equivalents and restricted cash	$	5,998	$	9,298

_________________

(a)Restricted cash is included within Other assets, net in the combined financial statements.

F-20

Land, Buildings and Improvements — We carry land, buildings, and improvements at cost less accumulated depreciation. We capitalize costs that extend the useful life of properties or increase their value, while we expense maintenance and repairs that do not improve or extend the lives of the respective assets as incurred.

Other Assets and Liabilities — We include prepaid expenses, deferred rental income, tenant receivables, deferred charges, escrow balances held by lenders, and restricted cash balances in other assets, net. We include amounts held on behalf of tenants, operating lease liabilities, and deferred revenue in accounts payable, accrued expenses and other liabilities.

Revenue Recognition, Real Estate Leased to Others — We lease real estate to others primarily on a net leased basis, whereby the tenant is generally responsible for operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, and improvements.

Our leases generally provide for either scheduled rent increases, periodic rent adjustments based on formulas indexed to changes in the CPI or similar indices. CPI-based adjustments are contingent on future events and are therefore not included as minimum rent in straight-line rent calculations.

For our operating leases, we recognize future minimum rental revenue on a straight-line basis over the non-cancelable lease term of the related leases and charge expenses to operations as incurred (Note 5). We record leases accounted for under the direct financing method as a net investment in direct financing leases (Note 6). The net investment is equal to the cost of the leased assets. The difference between the cost and the gross investment, which includes the residual value of the leased asset and the future minimum rents, is unearned income. We defer and amortize unearned income to income over the lease term so as to produce a constant periodic rate of return on our net investment in the lease.

Lease revenue (including straight-line lease revenue) is only recognized when deemed probable of collection. Collectability is assessed for each tenant receivable using various criteria including credit ratings (Note 6), guarantees, past collection issues, and the current economic and business environment affecting the tenant. If collectability of the contractual rent stream is not deemed probable, revenue will only be recognized upon receipt of cash from the tenant.

Asset Retirement Obligations — Asset retirement obligations relate to the legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and/or normal operation of a long-lived asset. The fair value of a liability for an asset retirement obligation is recorded in the period in which it is incurred or at the point of acquisition of an asset with an assumed asset retirement obligation, and the cost of such liability is recorded as an increase in the carrying amount of the related long-lived asset by the same amount. The liability is accreted each period and the capitalized cost is depreciated over the estimated remaining life of the related long-lived asset. Revisions to estimated retirement obligations result in adjustments to the related capitalized asset and corresponding liability.

In order to determine the fair value of the asset retirement obligations, we make certain estimates and assumptions including, among other things, projected cash flows, the borrowing interest rate, and an assessment of market conditions that could significantly impact the estimated fair value. These estimates and assumptions are subjective.

Depreciation — We compute depreciation of building and related improvements using the straight-line method over the estimated remaining useful lives of the properties (not to exceed 40 years) and furniture, fixtures, and equipment. We compute depreciation of tenant improvements using the straight-line method over the lesser of the remaining term of the lease or the estimated useful life.

Net Parent Investment — In the combined balance sheets, the net parent investment represents WPC’s historical investment in NLOP Predecessor, accumulated net earnings after taxes, and the net effect of transactions between NLOP Predecessor and WPC.

Foreign Currency Translation and Transaction Gains and Losses — We have interests in international real estate investments in Europe and the primary functional currencies for those investments are the euro, the British

F-21

pound sterling, and the Norwegian krone. We perform the translation from these currencies to the U.S. dollar for assets and liabilities using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the average exchange rate during the month in which the transaction occurs. We report the gains and losses resulting from such translation as a component of other comprehensive income in equity. These translation gains and losses are released to net income (within gain on sale of real estate, net, in the combined statements of income) when we have substantially exited from all investments in the related currency.

A transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later), realized upon settlement of a foreign currency transaction generally will be included in net income for the period in which the transaction is settled. Also, foreign currency intercompany transactions that are scheduled for settlement, consisting primarily of accrued interest and the translation to the reporting currency of intercompany debt that is short-term or has scheduled principal payments, are included in the determination of net income (within losses on extinguishment of debt and other in the combined statements of income). The translation impact of foreign currency transactions of a long-term nature (that is, settlement is not planned or anticipated in the foreseeable future), in which the entities involved in the transactions are combined, are not included in net income but are reported as a component of other comprehensive income in equity.

Income Taxes — We conduct business in various states and municipalities within the United States and Europe, and as a result, we or one or more of our subsidiaries file income tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. We derive most of our REIT income from our real estate operations. Our domestic real estate operations are generally not subject to federal tax, and accordingly, no provision has been made for U.S. federal income taxes in the combined financial statements for these operations. These operations may be subject to certain state and local taxes, as applicable.

Significant judgment is required in determining our tax provision and in evaluating our tax positions. We establish tax reserves based on a benefit recognition model, which could result in a greater amount of benefit (and a lower amount of reserve) being initially recognized in certain circumstances. Provided that the tax position is deemed more likely than not of being sustained, we recognize the largest amount of tax benefit that is greater than 50% likely of being ultimately realized upon settlement. We derecognize the tax position when it is no longer more likely than not of being sustained.

Our earnings and profits, which determine the taxability of distributions to stockholders, differ from net income reported for financial reporting purposes due primarily to differences in depreciation, and timing differences of rent recognition and certain expense deductions, for federal income tax purposes.

We recognize deferred income taxes in certain of our subsidiaries taxable in the United States or in foreign jurisdictions. Deferred income taxes are generally the result of temporary differences (items that are treated differently for tax purposes than for GAAP purposes as described in (Note 11). In addition, deferred tax assets arise from unutilized tax net operating losses, generated in prior years. Deferred income taxes are computed under the asset and liability method. The asset and liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between tax bases and financial bases of assets and liabilities. We provide a valuation allowance against our deferred income tax assets when we believe that it is more likely than not that all or some portion of the deferred income tax asset may not be realized. Whenever a change in circumstances causes a change in the estimated realizability of the related deferred income tax asset, the resulting increase or decrease in the valuation allowance is included in deferred income tax expense (benefit).

Use of Estimates — The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our combined financial statements and the accompanying notes. Actual results could differ from those estimates.

Note 4. Merger with CPA:18 – Global

On February 27, 2022, WPC entered into a merger agreement with CPA:18 – Global, pursuant to which CPA:18 – Global merged with and into one of WPC’s indirect subsidiaries in exchange for shares of its common stock and cash (the “CPA:18 Merger”). The CPA:18 Merger and related transactions were approved by the stockholders of CPA:18 – Global on July 26, 2022, and completed on August 1, 2022.

F-22

At the effective time of the CPA:18 Merger, each share of CPA:18 – Global common stock issued and outstanding immediately prior to the effective time of the CPA:18 Merger was canceled and, in exchange for cancellation of such share, the rights attaching to such share were converted automatically into the right to receive (i) 0.0978 shares of WPC common stock and (ii) $3.00 in cash, collectively referred to herein as the Merger Consideration. Each share of CPA:18 – Global common stock owned by WPC or any of its subsidiaries immediately prior to the effective time of the CPA:18 Merger was automatically canceled and retired, and ceased to exist, for no Merger Consideration. In exchange for the 141,099,002 shares of CPA:18 – Global common stock that WPC and its subsidiaries did not previously own, WPC paid total Merger Consideration of approximately $1.6 billion, consisting of (i) the issuance of 13,786,302 shares of new WPC common stock with a fair value of $1.2 billion, based on the closing price of the WPC common stock on August 1, 2022 of $87.46 per share, (ii) cash consideration of $423.3 million, and (iii) cash of $0.1 million paid in lieu of issuing any fractional shares of the new WPC common stock. Cash consideration paid attributable to NLOP Predecessor is approximately $21.0 million.

Nine of the net lease properties that WPC acquired in the CPA:18 Merger are intended to be transferred to NLOP Predecessor in connection with the Spin-Off, with an aggregate net identifiable asset fair value at acquisition of $72.1 million.

The table below summarizes the nine properties transferred to NLOP Predecessor, which are included in the historical combined financial statements in the year ended December 31, 2022.

(dollars and square footage in thousands)

National Tenant Name	City	State	Country	ABR (a)	Square Footage (unaudited) (a)
Board of Regents, State of Iowa	Coralville	IA	USA	$3,254	192
Orbital ATK, Inc.	Plymouth	MN	USA	3,746	191
Intuit Inc.	Plano	TX	USA	2,577	166
Exelon Generation Company, LLC	Warrenville	IL	USA	2,862	147
Acosta, Inc.	Jacksonville	FL	USA	1,453	88
North American Lighting, Inc.	Farmington Hills	MI	USA	1,007	75
Midcontinent Independent System Operator, Inc.	Eagan	MN	USA	1,103	60
APCO Holdings, Inc.	Norcross	GA	USA	586	51
Siemens AS	Oslo	n/a	NO	4,322	166

__________________

(a)Information as of December 31, 2022.

Purchase Price Allocation

We accounted for the CPA:18 Merger as a business combination under the acquisition method of accounting. Costs related to the CPA:18 Merger have been expensed as incurred and classified within Separation and distribution related costs and other in the consolidated statements of income, totaling $6.0 million for the year ended December 31, 2022.

F-23

The purchase price was allocated to the assets acquired and liabilities assumed, based upon their preliminary fair values at August 1, 2022. The following table summarize the estimated fair values of the assets acquired and liabilities assumed in the acquisition, based on the current best estimate of management.

(in thousands)	Purchase Price Allocation
Assets
Land, buildings and improvements	$	196,867
In-place lease and other intangible assets	55,637
Cash and cash equivalents and restricted cash acquired	2,768
Other assets, net (excluding restricted cash)	1,173
Total assets	$	256,445
Liabilities
Non-recourse mortgages, net	171,621
Accounts payable, accrued expenses and other liabilities	5,426
Below-market rent intangible liabilities	1,624
Deferred income taxes	5,680
Total liabilities	184,351
Total identifiable net assets	72,094
Noncontrolling interests	1,804
Goodwill	12,595
	$	86,493

Goodwill

The $12.6 million of goodwill attributed to NLOP Predecessor was primarily due to the historical premium paid over CPA:18 – Global’s estimated fair value. This premium was allocated to the NLOP Predecessor assets based on the fair values of the NLOP Predecessor assets at the time of acquisition relative to the value of all the real estate acquired as part of the business combination. Goodwill is not deductible for income tax purposes.

Pro Forma Financial Information (Unaudited)

Our combined results of operations for the year ended December 31, 2022 include $9.8 million of total revenues, and $3.8 million of net loss associated with the results of operations for the properties acquired as part of the CPA:18 Merger.

The following consolidated pro forma financial information has been presented as if the CPA:18 Merger had occurred on January 1, 2021 for the years ended December 31, 2022 and 2021. The pro forma financial information is not necessarily indicative of what the actual results would have been had the CPA:18 Merger on that date, nor does it purport to represent the results of operations for future periods.

	Years Ended December 31,
(in thousands)	2022		2021
Pro forma total revenues	$	168,237	$	171,686
Pro forma net income	$	15,828	$	(15,824)

F-24

Note 5. Land, Buildings and Improvements

Land, Buildings and Improvements

Land and buildings leased to others, which are subject to operating leases are summarized as follows (in thousands):

	December 31,
	2022		2021
Land	$	178,362	$	142,958
Buildings and improvements	1,109,185		957,272
Less: Accumulated depreciation	(190,516)		(163,836)
	$	1,097,031	$	936,394

During 2022, the U.S. dollar strengthened against the euro, British pound sterling, and Norwegian krone. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our land, buildings and improvements decreased by $12.0 million from December 31, 2021 to December 31, 2022.

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $28.9 million, $27.5 million, and $26.1 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Acquisitions of Real Estate

2022 — No investments were acquired during the year ended December 31, 2022 with the exception of properties acquired in the CPA:18 Merger. Refer to Note 4 for further information.

2021 — No investments were acquired during the year ended December 31, 2021.

2020 — No investments were acquired during the year ended December 31, 2020.

Leases

Operating Lease Income

Lease income related to operating leases recognized and included in the combined statements of income is as follows (in thousands):

	Years Ended December 31,
	2022		2021		2020
Lease income — fixed	$	125,573	$	119,188	$	118,005
Lease income — variable	25,676		24,770		20,902
Total operating lease income	$	151,249	$	143,958	$	138,907

Other Lease-Related Income

For the year ended December 31, 2022, 2021, and 2020, other lease-related income on our combined statements of income was primarily comprised of income from a parking garage attached to one of our net-leased properties totaling $2.4 million, $1.9 million, and $2.3 million, respectively.

F-25

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under non-cancelable operating leases as of December 31, 2022 are as follows (in thousands):

Years Ending December 31,	Total
2023	$	140,514
2024	134,077
2025	122,503
2026	106,888
2027	88,371
Thereafter	346,345
Total	$	938,698

See Note 6 for scheduled future lease payments to be received under non-cancelable direct financing leases.

Lease Cost

Lease costs for operating leases are included in (i) property expenses, excluding reimbursable tenant costs (land leases), and (ii) reimbursable tenant costs (land leases) in the combined statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands):

	Years Ended December 31,
	2022		2021		2020
Fixed lease cost	$	486	$	446	$	441
Variable lease cost	89		85		81
Total lease cost	$	575	$	531	$	522

Other Information

Supplemental balance sheet information related to ROU assets and lease liabilities is as follows (in thousands):

		December 31,
	Location on Consolidated Balance Sheets	2022		2021
Operating ROU assets — Land leases (net accumulated amortization)	In-place lease intangible assets and other	$	4,481	$	4,261
Operating lease liabilities	Accounts payable, accrued expenses and other liabilities	$	4,769	$	4,476
Weighted-average remaining lease term — operating leases		74.7 years		80.2 years
Weighted-average discount rate — operating leases		9.0%		9.0%
Number of land lease arrangements		4		3
Lease term range (excluding extension options not reasonably certain of being exercised)		3-84 years		80-85 years

Cash paid for operating lease liabilities included in net cash provided by operating activities totaled $0.5 million, $0.5 million and $0.5 million for the years ended December 31, 2022, 2021, and 2020, respectively. There are no land or office direct financing leases for which we are the lessee, therefore there are no related ROU assets or lease liabilities.

F-26

Undiscounted Cash Flows

A reconciliation of the undiscounted cash flows for operating leases recorded on the consolidated balance sheet within Accounts payable, accrued expenses and other liabilities as of December 31, 2022 is as follows (in thousands):

Years Ending December 31,	Total
2023	$	506
2024	507
2025	502
2026	403
2027	404
Thereafter	33,609
Total lease payments	35,931
Less: amount of lease payments representing interest	(31,162)
Present value of future lease payments/lease obligations	$	4,769

Note 6. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our net investments in direct financing leases. Operating leases are not included in finance receivables. See Note 5 for information on ROU operating lease assets recognized in our combined balance sheets.

Net Investments in Direct Financing Leases

One investment is classified as a direct financing lease as of December 31, 2022 and 2021 and is summarized in the table below (in thousands):

	December 31,
	2022		2021
Lease payments receivable	$	11,423	$	13,046
Unguaranteed residual value	14,558		14,558
	25,981		27,604
Less: unearned income	(11,253)		(12,642)
	$	14,728	$	14,962

During the years ended December 31, 2022 and 2021, there was no reserve or estimate of credit loss on the financing leases.

Income from direct financing leases was $1.7 million, $1.7 million, and $3.3 million for the years ended December 31, 2022, 2021, and 2020, respectively.

F-27

Scheduled Future Lease Payments to be Received

Scheduled future lease payments to be received (exclusive of expenses paid by tenants, percentage of sales rents, and future CPI-based adjustments) under the non-cancelable direct financing lease on December 31, 2022 are as follows (in thousands):

Years Ending December 31,	Total
2023	$	2,014
2024	2,020
2025	2,014
2026	2,014
2027	2,014
Thereafter	1,347
Total	$	11,423

See Note 5 for scheduled future lease payments to be received under non-cancelable operating leases.

Credit Quality of Finance Receivables

We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. At both December 31, 2022, and 2021, no material balances of our finance receivables were past due.

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.

Our one finance receivable internal credit quality rating is three at both December 31, 2022 and 2021.

Note 7. Goodwill and Other Intangibles

We have recorded net lease intangibles that are being amortized over periods ranging from two years to 40 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the combined financial statements. Above-market rent intangibles, at cost are included in above-market rent intangible assets in the combined financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the combined financial statements. Below-market rent intangibles are included in Below-market rent intangible liabilities, net, in the combined financial statements.

The following table presents a reconciliation of our goodwill (in thousands):

	Total
Balance at January 1, 2020	$	51,996
Foreign currency translation adjustments	239
Balance at December 31, 2020	52,235
Foreign currency translation adjustments	(276)
Balance at December 31, 2021	51,959
Acquisition of CPA:18	12,595
Foreign currency translation adjustments	(971)
Balance at December 31, 2022	$	63,583

F-28

Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands):

	December 31,
	2022						2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-Lived Intangible Assets
Lease Intangibles:
In-place lease	$	370,971	$	(176,951)	$	194,020	$	333,971	$	(145,611)	$	188,360
Above-market rent	58,983		(24,559)		34,424		44,872		(19,003)		25,869
	429,954		(201,510)		228,444		378,843		(164,614)		214,229
Indefinite-Lived Goodwill
Goodwill	63,583		—		63,583		51,959		—		51,959
Total intangible assets	$	493,537	$	(201,510)	$	292,027	$	430,802	$	(164,614)	$	266,188
Finite-Lived Intangible Liabilities
Below-market rent	$	(27,792)	$	13,121	$	(14,671)	$	(26,400)	$	10,220	$	(16,180)
Total intangible liabilities	$	(27,792)	$	13,121	$	(14,671)	$	(26,400)	$	10,220	$	(16,180)

During 2022, the U.S. dollar strengthened against the euro, British pound sterling, and Norwegian krone, resulting in a decrease of $2.9 million in the carrying value of our net intangible assets from December 31, 2021 to December 31, 2022. Net amortization of intangibles, including the effect of foreign currency translation, was $36.0 million, $31.8 million, and $31.8 million for the years ended December 31, 2022, 2021, and 2020, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to lease revenues and amortization of in-place lease intangibles is included in depreciation and amortization.

Based on the intangible assets and liabilities recorded at December 31, 2022, scheduled annual net amortization of intangibles for each of the next five calendar years and thereafter is as follows (in thousands):

Years Ending December 31,	Net Decrease in Lease Revenues		Increase to Amortization		Total
2023	$	4,342	$	39,109	$	43,451
2024	4,885		35,839		40,724
2025	4,118		31,473		35,591
2026	2,505		25,510		28,015
2027	1,554		17,531		19,085
Thereafter	2,349		44,558		46,907
Total	$	19,753	$	194,020	$	213,773

Note 8. Fair Value Measurements

The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

F-29

We did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during the years ended December 31, 2022 or 2021.

Items Measured at Fair Value on a Recurring Basis

The carrying value of non-recourse mortgages, net was $174.3 million and $37.5 million at December 31, 2022 and 2021, respectively. We determined the estimated fair value of our non-recourse mortgage loans using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity.

Our material financial instruments had the following carrying values and fair values as of the dates shown (in thousands):

		December 31, 2022				December 31, 2021
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse mortgages, net (a) (b)	3	$	174,289	$	167,458	$	37,476	$	38,035

__________________

(a)The carrying value of non-recourse mortgages, net (Note 9) includes unamortized deferred financing costs of less than $0.1 million at both December 31, 2022 and 2021.

(b)The carrying value of non-recourse mortgages, net (Note 9) includes unamortized discount of $2.0 million, and unamortized premium of less than $0.1 million at December 31, 2022 and 2021, respectively.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable. Our impairment policies are described in Note 3.

During the years ended December 31, 2022, 2021, and 2020, no impairment was deemed necessary.

Note 9. Debt

Non-Recourse Mortgages

Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties that were part of the NLOP Predecessor during the applicable periods. At December 31, 2022, the weighted-average interest rates for our fixed-rate and variable-rate non-recourse mortgage notes payable were 4.9% and 4.6%, respectively, with maturity dates ranging from September 2023 to May 2026. Non-recourse mortgages for properties acquired in the CPA:18 Merger were $138.4 million for the year ended December 31, 2022. Refer to Note 4 for further information on CPA:18 Merger.

Parent Debt

Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets. These debt instruments are reflected in these financials as Parent debt, and had fixed interest rates that averaged 5.9% and 5.8% at December 31, 2022 and 2021, respectively. During the years ended December 31, 2022 and 2021, we prepaid Parent debt totaling $3.1 million and $8.4 million, respectively. Parent debt for a property acquired in the CPA:18 Merger was $3.9 million for the year ended December 31, 2022.

Repayments and Scheduled Mortgage Payments During 2022

During the year ended December 31, 2022, we repaid at or close to maturity non-recourse mortgage loans totaling $36.8 million. We recognized an aggregate net loss on extinguishment of debt of less than $0.1 million on these repayments, which is included within Losses on extinguishment of debt and other on our combined statements

F-30

of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.3%.

Repayments and Scheduled Mortgage Payments During 2021

During the year ended December 31, 2021, we (i) prepaid non-recourse mortgage loans totaling $253.2 million and (ii) repaid non-recourse mortgage loans at or close to maturity with an aggregate principal balance of approximately $2.4 million. We recognized an aggregate loss on extinguishment of debt of $17.2 million on these repayments, primarily comprised of prepayment gains (loss) on extinguishment of debt, which is included within Losses on extinguishment of debt and other on our combined statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of repayment was 4.4%.

Interest Paid

For the years ended December 31, 2022, 2021, and 2020, interest paid was $26.8 million, $28.6 million, and $32.1 million, respectively.

Foreign Currency Exchange Rate Impact

During the year ended December 31, 2022, the U.S. dollar strengthened against the Norwegian krone, resulting in an aggregate decrease of $0.8 million in the aggregate carrying values of our non-recourse mortgages, net from December 31, 2021 to December 31, 2022.

Scheduled Mortgage Debt Principal Payments

Scheduled mortgage debt principal payments as of December 31, 2022 are as follows (in thousands):

Years Ending December 31,	Total
2023	$	3,279
2024	39,020
2025	126,414
2026	7,540
2027	—
Total mortgage principal payments	176,253
Unamortized discount, net	(40)
Unamortized deferred financing costs	(1,924)
Total	$	174,289

Scheduled Parent Debt Principal Payments

As of December 31, 2022, no Parent debt principal is scheduled to be repaid during the year ended December 31, 2023. Other remaining Parent debt principal balances are scheduled to mature and due for payment during 2025 and after 2027.

Note 10. Commitments and Contingencies

At December 31, 2022, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our combined financial position or results of operations.

F-31

Note 11. Income Taxes

Income Tax Provision

The components of our provision for income taxes for the periods presented are as follows (in thousands):

	Years Ended December 31,
	2022		2021		2020
State and Local
Current	$	469	$	420	$	181
Deferred	—		—		—
	469		420		181
Foreign
Current	1,060		1,453		720
Deferred	(1,043)		(227)		(101)
	17		1,226		619
Total Provision for Income Taxes	$	486	$	1,646	$	800

A reconciliation of effective income tax for the periods presented is as follows (in thousands):

	Years Ended December 31,
	2022		2021		2020
Pre-tax loss attributable to taxable subsidiaries	$	(3,609)	$	(1,038)	$	(1,734)
Change in valuation allowance	$	1,169	$	2,304	$	667
Federal provision at statutory tax rate (21%)	(758)		(218)		(364)
State and local taxes, net of federal benefit	469		420		181
Rate differential	(297)		(922)		140
Non-deductible expense	(45)		(102)		—
Other	(52)		164		176
Total provision for income taxes	$	486	$	1,646	$	800

Deferred Income Taxes

Deferred income taxes at December 31, 2022 and 2021 consist of the following (in thousands):

	December 31,
	2022		2021
Deferred Tax Assets
Net operating loss and other tax credit carryforwards	$	3,587	$	2,732
Basis differences — foreign investments	3,542		3,279
Total deferred tax assets	7,129		6,011
Valuation allowance	(7,129)		(6,011)
Net deferred tax assets	—		—
Deferred Tax Liabilities
Basis differences — foreign investments	11,998		8,364
Total deferred tax liabilities	11,998		8,364
Net Deferred Tax Liability	$	11,998	$	8,364

F-32

Our deferred tax assets and liabilities are primarily the result of temporary differences related to the following:

•Basis differences between tax and GAAP for certain international real estate investments. For income tax purposes, in certain acquisitions, we assume the seller’s basis, or the carry-over basis, in the acquired assets. The carry-over basis is typically lower than the purchase price, or the GAAP basis, resulting in a deferred tax liability with an offsetting increase to goodwill or the acquired tangible or intangible assets;

•Timing differences generated by differences in the GAAP basis and the tax basis of assets such as those related to capitalized acquisition costs, straight-line rent, prepaid rents, and intangible assets; and

•Tax net operating losses in certain subsidiaries, including those domiciled in foreign jurisdictions, that may be realized in future periods if the respective subsidiary generates sufficient taxable income.

As of December 31, 2022, net operating loss carryforwards in foreign jurisdictions were $0.3 million, which will begin to expire in 2023.

Income Taxes Paid

Income taxes paid were $1.8 million, $1.1 million, and $0.6 million for the years ended December 31, 2022, 2021, and 2020, respectively.

Note 12. Geographic Information

Our portfolio is comprised of domestic and international investments. At December 31, 2022, our international investments were comprised of investments in Poland, United Kingdom, and Norway. No international tenant or country individually comprised at least 10% of our total lease revenues for the years ended December 31, 2022, 2021, or 2020, or at least 10% of our total long-lived assets at December 31, 2022 or 2021. One domestic tenant comprised 20.2%, 22.1%, and 21.0% of our total lease revenues for the years ended December 31, 2022, 2021, and 2020, respectively, and 13.3% and 16.2% of our total long-lived assets at December 31, 2022 and 2021, respectively. The following tables present the geographic information (in thousands):

	Years Ended December 31,
	2022		2021		2020
Revenues
Domestic	$	142,767	$	134,479	$	132,407
International	13,447		13,427		12,358
Total	$	156,214	$	147,906	$	144,765

	December 31,
	2022		2021
Long-lived Assets (a)
Domestic	$	1,181,943	$	1,044,549
International	162,743		125,297
Total	$	1,344,686	$	1,169,846

__________________

(a)Consists of Net investments in real estate.

Note 13. Transactions with WPC

Historically, NLOP Predecessor has been managed and operated in the normal course of business consistent with other affiliates of WPC. Accordingly, certain shared costs have been allocated to NLOP Predecessor and reflected as expenses in the combined statements of income. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical WPC expenses attributable to NLOP Predecessor for purposes of the combined financial statements of NLOP Predecessor. However, the expenses reflected in the combined statements of income may not be indicative of the actual expenses that would have been incurred during

F-33

the periods presented if NLOP Predecessor historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined statements of income may not be indicative of related expenses that will be incurred in the future by NLOP Predecessor.

The following table presents amounts charged to the company by WPC for the years ended December 31, 2022, 2021, and 2020 (in thousands):

	Years Ended December 31,
	2022		2021		2020
General and administrative (a)	$	11,843	$	10,292	$	9,350
Interest expense (b)	18,861		19,689		15,297
Property insurance (c)	—		19		29
Total	$	30,704	$	30,000	$	24,676

__________________

(a)General and administrative fees are inclusive of expenses such as employee compensation and benefits, stock-based compensation and professional fees (Note 2).

(b)NLOP Predecessor’s income statement includes an allocation of interest expense associated with WPC unsecured debt utilized partially to fund property assets of NLOP Predecessor (Note 2).

(c)Included within Property expenses, excluding reimbursable tenant costs in the combined statements of income.

The following presents amounts owed to WPC by the Company as of December 31, 2022 and 2021 (in thousands):

	December 31,
	2022		2021
Parent debt (a)	$	101,774	$	112,427
Accounts payable, accrued expenses, and other liabilities (b)	2,553		2,575
Total	$	104,327	$	115,002

__________________

(a)Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets (Note 9).

(b)Represents amounts owed to WPC for accrued interest related to the Parent debt, and services and fees which were directly attributable to NLOP Predecessor as discussed above.

Net parent investment shown in the combined statements of equity include contributions from WPC, which are the result of treasury activities and net funding provided by WPC prior to the Spin-Off, and also includes the indirect costs and expenses allocated to NLOP Predecessor by WPC as described in Note 2.

Note 14. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to June 23, 2023. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Events subsequent to the original issuance of the consolidated financial statements (unaudited):

In connection with the separation, on September 20, 2023, the Company and certain of its wholly owned direct and indirect subsidiaries have entered into (i) a $335.0 million senior secured mortgage loan with JPMorgan Chase Bank, N.A., together with its successors and/or permitted assigns (collectively, the “Lenders”), and (ii) a $120.0 million mezzanine loan facility with the Lenders.

F-34

NET LEASE OFFICE PROPERTIES PREDECESSOR

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2022, 2021, and 2020

(in thousands)

Description	Balance at Beginning of Year		Other Additions		Deductions		Balance at End of Year
Year Ended December 31, 2022
Valuation reserve for deferred tax assets	$	6,011	$	1,789	$	(671)	$	7,129
Year Ended December 31, 2021
Valuation reserve for deferred tax assets	$	3,824	$	2,285	$	(98)	$	6,011
Year Ended December 31, 2020
Valuation reserve for deferred tax assets	$	1,352	$	2,472	$	—	$	3,824

F-35

NET LEASE OFFICE PROPERTIES PREDECESSOR

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2022

(in thousands)

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition(a)		Increase (Decrease) in Net Investments(b)		Gross Amount at which Carried at Close of Period(c) (d)						Accumulated Depreciation		Date of Construction	Date Acquired	Life on which Depreciation in Latest Statement of Income is Completed
Description	Encumbrances		Land		Buildings						Land		Buildings		Total
Land, Buildings and Improvements (Office Property Locations)
Raleigh, NC	$	—	$	1,638	$	1,255	$	2	$	(780)	$	828	$	1,287	$	2,115	$	1,085	1983	Jan. 1998	20 yrs.
King of Prussia, PA	—		1,219		6,283		1,295		—		1,219		7,578		8,797		4,627		1968	Jan. 1998	40 yrs.
Collierville, TN	—		3,154		70,038		3,513		(14,386)		—		62,319		62,319		23,844		1999	Jan. 1998	40 yrs.
Bridgeton, MO	—		842		4,762		2,523		(196)		842		7,089		7,931		4,307		1972	Jan. 1998	40 yrs.
Rio Rancho, NM	—		1,190		9,353		5,866		(238)		2,287		13,884		16,171		7,639		1999	Jul. 1998	40 yrs.
Moorestown, NJ	—		351		5,981		1,690		1		351		7,672		8,023		4,887		1964	Feb. 1999	40 yrs.
Venice, CA	19,523		2,032		10,152		13,160		1		2,032		23,313		25,345		9,121		1991	Sep. 2004	40 yrs.
Fort Worth, TX	—		4,600		37,580		367		—		4,600		37,947		42,547		12,191		2003	Feb. 2010	40 yrs.
St. Petersburg, FL	—		1,466		15,207		3,672		—		1,466		18,879		20,345		5,792		1999	Sep. 2012	30 yrs.
Yardley, PA	—		1,726		12,781		4,378		—		1,726		17,159		18,885		5,555		2002	Sep. 2012	30 yrs.
San Marcos, TX	—		440		688		—		—		440		688		1,128		223		2000	Sep. 2012	31 yrs.
Playa Vista, CA	—		3,857		35,800		—		—		3,857		35,800		39,657		11,523		1999	Sep. 2012	40 yrs.
Quincy, MA	—		2,316		21,537		127		—		2,316		21,664		23,980		5,594		1989	Jun. 2013	40 yrs.
Scottsdale, AZ	—		22,300		42,329		89		—		22,300		42,418		64,718		3,052		1977	Jan. 2014	34 yrs.
Southfield, MI	—		1,726		4,856		89		—		1,726		4,945		6,671		1,425		1985	Jan. 2014	31 yrs.
Plymouth, MI	—		1,209		3,138		386		—		1,209		3,524		4,733		1,099		1995	Jan. 2014	27 yrs.
Houston, TX	—		522		7,448		227		—		522		7,675		8,197		2,610		1999	Jan. 2014	27 yrs.
Chandler, AZ	—		5,318		27,551		105		—		5,318		27,656		32,974		7,032		2000	Mar. 2014	40 yrs.
Stavanger, Norway	—		10,296		91,744		—		(37,742)		6,550		57,748		64,298		12,287		1975	Aug. 2014	40 yrs.
Newport, United Kingdom	—		—		22,587		—		(5,695)		—		16,892		16,892		3,512		2014	Oct. 2014	40 yrs.
Houghton-le-Spring, United Kingdom	—		2,912		30,140		—		(7,546)		2,247		23,259		25,506		4,949		2007	Aug. 2015	40 yrs.
Roseville, MN	—		2,560		16,025		809		—		2,560		16,834		19,394		2,340		2001	Nov. 2017	40 yrs.
The Woodlands, TX	—		1,697		52,289		—		—		1,697		52,289		53,986		5,583		2009	Oct. 2018	40 yrs.
Hoffman Estates, IL	—		5,550		14,214		—		—		5,550		14,214		19,764		1,574		2009	Oct. 2018	40 yrs.
Tampa, FL	—		2,025		31,821		1,498		—		2,025		33,319		35,344		3,595		1985	Oct. 2018	40 yrs.
Tampa, FL	—		1,864		18,022		—		—		1,864		18,022		19,886		1,991		1985	Oct. 2018	40 yrs.
Hartland, WI	2,228		1,454		6,406		—		—		1,454		6,406		7,860		752		2001	Oct. 2018	40 yrs.
Houston, TX	—		2,136		2,344		—		—		2,136		2,344		4,480		301		1982	Oct. 2018	40 yrs.
Martinsville, VA	—		1,082		8,108		—		—		1,082		8,108		9,190		950		2011	Oct. 2018	40 yrs.
Eagan, MN	—		592		2,459		—		—		592		2,459		3,051		288		1984	Oct. 2018	40 yrs.
Eagan, MN	—		1,470		—		—		—		1,470		—		1,470		—		2005	Oct. 2018	40 yrs.

F-36

NET LEASE OFFICE PROPERTIES PREDECESSOR

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2022

(in thousands)

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition(a)		Increase (Decrease) in Net Investments(b)		Gross Amount at which Carried at Close of Period(c) (d)						Accumulated Depreciation		Date of Construction	Date Acquired	Life on which Depreciation in Latest Statement of Income is Completed
Description	Encumbrances		Land		Buildings						Land		Buildings		Total
Eagan, MN	—		4,312		32,878		—		—		4,312		32,878		37,190		3,794		1969	Oct. 2018	40 yrs.
Eagan, MN	—		2,654		19,287		—		—		2,654		19,287		21,941		2,190		1982	Oct. 2018	40 yrs.
Eagan, MN	—		3,112		15,419		—		—		3,112		15,419		18,531		1,775		2001	Oct. 2018	40 yrs.
Eagan, MN	—		3,396		16,754		—		—		3,396		16,754		20,150		1,951		1985	Oct. 2018	40 yrs.
Warrenville, IL	—		3,662		23,711		—		—		3,662		23,711		27,373		2,614		2002	Oct. 2018	40 yrs.
Houston, TX	—		23,161		104,266		1,118		—		23,161		105,384		128,545		11,173		1973	Oct. 2018	40 yrs.
Auburn Hills, MI	—		1,910		6,773		—		—		1,910		6,773		8,683		771		2012	Oct. 2018	40 yrs.
Tempe, AZ	13,417		—		19,533		—		—		—		19,533		19,533		2,152		2000	Oct. 2018	40 yrs.
Tucson, AZ	—		2,448		17,353		869		—		2,448		18,222		20,670		1,940		2002	Oct. 2018	40 yrs.
Krakow, Poland	—		2,381		6,212		—		(548)		2,229		5,816		8,045		652		2003	Oct. 2018	40 yrs.
Plymouth, MN	—		2,871		26,353		686		—		2,871		27,039		29,910		2,982		1999	Oct. 2018	40 yrs.
San Antonio, TX	—		3,094		16,624		—		—		3,094		16,624		19,718		1,867		2002	Oct. 2018	40 yrs.
Oak Creek, WI	—		2,858		11,055		—		—		2,858		11,055		13,913		1,310		2000	Oct. 2018	40 yrs.
Morrisville, NC	—		2,374		30,140		2,172		—		2,374		32,312		34,686		3,375		1998	Mar. 2019	40 yrs.
Dearborn, MI	—		1,431		5,402		—		—		1,431		5,402		6,833		567		2002	Oct. 2019	40 yrs.
Norcross, GA	2,936		1,795		2,676		—		—		1,795		2,676		4,471		28		1999	Aug. 2022	40 yrs.
Farmington Hills, MI	6,188		2,195		5,213		—		—		2,195		5,213		7,408		55		2001	Aug. 2022	40 yrs.
Eagan, MN	8,573		1,298		7,445		—		—		1,298		7,445		8,743		78		2013	Aug. 2022	40 yrs.
Plymouth, MN	25,187		4,624		29,243		—		—		4,624		29,243		33,867		306		1982	Aug. 2022	40 yrs.
Plano, TX	21,221		3,667		28,073		—		—		3,667		28,073		31,740		294		2001	Aug. 2022	40 yrs.
Jacksonville, FL	9,310		2,084		6,673		—		—		2,084		6,673		8,757		70		2001	Aug. 2022	40 yrs.
Warrenville, IL	21,433		3,285		11,666		387		—		3,285		12,053		15,338		129		2001	Aug. 2022	40 yrs.
Coralville, IA	—		2,222		35,695		—		—		2,222		35,695		37,917		374		2015	Aug. 2022	40 yrs.
Oslo, Norway	43,560		15,763		33,250		—		(1,085)		15,414		32,514		47,928		341		2013	Aug. 2022	40 yrs.
	$	173,576	$	186,141	$	1,124,592	$	45,028	$	(68,214)	$	178,362	$	1,109,185	$	1,287,547	$	190,516

F-37

NET LEASE OFFICE PROPERTIES PREDECESSOR

SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)

December 31, 2022

(in thousands)

			Initial Cost to Company				Cost Capitalized Subsequent to Acquisition(a)		Increase (Decrease) in Net Investments(b)		Gross Amount at which Carried at Close of Period Total		Date of Construction	Date Acquired
Description	Encumbrances		Land		Buildings
Direct Financing Method (Office Property Locations)
Odessa, TX	$	68	$	196	$	1,864	$	—	$	—	$	2,060	2000	Sep. 2012
San Marcos, TX	407		656		7,654		—		(841)		7,469		1996	Sep. 2012
Corpus Christi, TX	102		764		2,066		—		(220)		2,610		2000	Sep. 2012
Waco, TX	136		473		2,627		—		(511)		2,589		1969	Sep. 2012
	$	713	$	2,089	$	14,211	$	—	$	(1,572)	$	14,728

__________________

(a)Consists of the cost of improvements subsequent to acquisition and acquisition costs, including construction costs on build-to-suit transactions, legal fees, appraisal fees, title costs, and other related professional fees. For business combinations, transaction costs are excluded.

(b)The increase (decrease) in net investment was primarily due to (i) changes in foreign currency exchange rates, (ii) reclassifications from net investments in direct financing leases to land, buildings and improvements, and (iii) the amortization of unearned income from net investments in direct financing leases, which produces a periodic rate of return that at times may be greater or less than lease payments received.

(c)Excludes (i) gross lease intangible assets of $430.0 million and the related accumulated amortization of $201.5 million, and (ii) gross lease intangible liabilities of $27.8 million and the related accumulated amortization of $13.1 million.

(d)A reconciliation of real estate and accumulated depreciation follows:

F-38

NET LEASE OFFICE PROPERTIES

NOTES TO SCHEDULE III — REAL ESTATE AND ACCUMULATED DEPRECIATION

(in thousands)

	Reconciliation of Land, Buildings and Improvements
	Years Ended December 31,
	2022		2021		2020
Beginning balance	$	1,100,230	$	1,103,382	$	1,049,014
Acquisitions through CPA:18 Merger	196,867		—		—
Foreign currency translation adjustment	(14,273)		(3,729)		4,448
Capital improvements	4,723		577		7,591
Reclassification from direct financing leases	—		—		42,329
Ending balance	$	1,287,547	$	1,100,230	$	1,103,382

	Reconciliation of Accumulated Depreciation for Land, Buildings and Improvements
	Years Ended December 31,
	2022		2021		2020
Beginning balance	$	163,836	$	136,889	$	110,578
Depreciation expense	28,923		27,493		26,113
Foreign currency translation adjustment	(2,243)		(546)		198
Ending balance	$	190,516	$	163,836	$	136,889

At December 31, 2022, the aggregate cost of real estate that we own for federal income tax purposes was approximately $1.6 billion.

F-39

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED BALANCE SHEETS (UNAUDITED)

(in thousands)

	June 30, 2023		December 31, 2022
Assets
Investments in real estate
Land, buildings and improvements	$	1,283,261	$	1,287,547
Net investments in direct financing leases	14,602		14,728
In-place lease intangible assets and other	375,127		375,453
Above-market rent intangible assets	58,589		58,983
Investments in real estate	1,731,579		1,736,711
Accumulated depreciation and amortization	(430,224)		(392,025)
Net investments in real estate	1,301,355		1,344,686
Cash and cash equivalents	5,538		4,671
Other assets, net	51,626		49,261
Goodwill	62,481		63,583
Total assets	$	1,421,000	$	1,462,201
Liabilities and Equity
Non-recourse mortgages, net	$	167,111	$	174,289
Parent debt	98,224		101,774
Accounts payable, accrued expenses and other liabilities	48,969		49,950
Below-market rent intangible liabilities, net	12,979		14,671
Deferred income taxes	10,312		11,998
Total liabilities	337,595		352,682
Commitments and contingencies (Note 8)
Equity
Net parent investment	1,121,578		1,150,240
Accumulated other comprehensive loss	(42,807)		(42,464)
Total stockholders’ equity	1,078,771		1,107,776
Noncontrolling interests	4,634		1,743
Total equity	1,083,405		1,109,519
Total liabilities and equity	$	1,421,000	$	1,462,201

See Notes to Combined Financial Statements.

F-40

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF INCOME (UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2023		2022
Revenues
Lease revenues	$	82,996	$	70,696
Income from direct financing leases	882		865
Other lease-related income	1,589		1,753
	$	85,467	$	73,314
Operating Expenses
Depreciation and amortization	$	35,441	$	28,927
Reimbursable tenant costs	13,739		11,071
General and administrative	6,599		5,411
Property expenses, excluding reimbursable tenant costs	4,127		3,861
Separation and distribution related costs and other	1,538		317
	$	61,444	$	49,587
Other Income and Expenses
Interest expense	$	(16,381)	$	(10,590)
Gains (losses) on extinguishment of debt and other	49		(9)
	$	(16,332)	$	(10,599)
Income before income taxes	7,691		13,128
Provision for income taxes	(72)		(479)
Net Income	$	7,619	$	12,649
Net income attributable to noncontrolling interests	(51)		—
Net Income Attributable to NLOP Predecessor	$	7,568	$	12,649

See Notes to Combined Financial Statements.

F-41

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2023		2022
Net Income	$	7,619	$	12,649
Other Comprehensive Loss
Foreign currency translation adjustments	(343)		(506)
Comprehensive Income	$	7,276	$	12,143

See Notes to Combined Financial Statements.

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NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF EQUITY (UNAUDITED)

(in thousands)

	Net Parent Investment		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at January 1, 2023	$	1,150,240	$	(42,464)	$	1,107,776	$	1,743	$	1,109,519
Net income	7,568		—		7,568		51		7,619
Net transfers from parent	(36,230)		—		(36,230)		—		(36,230)
Contributions from noncontrolling interests	—		—		—		2,840		2,840
Other comprehensive loss:
Foreign currency translation adjustments	—		(343)		(343)		—		(343)
Balance at June 30, 2023	$	1,121,578	$	(42,807)	$	1,078,771	$	4,634	$	1,083,405

	Net Parent Investment		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balance at January 1, 2022	$	1,098,737	$	(41,231)	$	1,057,506	$	—	$	1,057,506
Net income	12,649		—		12,649		—		12,649
Net transfers from parent	(40,044)		—		(40,044)		—		(40,044)
Other comprehensive loss:
Foreign currency translation adjustments	—		(506)		(506)		—		(506)
Balance at June 30, 2022	$	1,071,342	$	(41,737)	$	1,029,605	$	—	$	1,029,605

See Notes to Combined Financial Statements.

F-43

NET LEASE OFFICE PROPERTIES PREDECESSOR COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

	Six Months Ended June 30,
	2023		2022
Cash Flows — Operating Activities
Net income	$	7,619	$	12,649
Adjustments to net income:
Depreciation and amortization, including intangible assets and deferred financing costs	36,461		29,119
Amortization of rent-related intangibles and deferred rental revenue	1,814		372
Stock-based compensation expense	1,613		1,546
Straight-line rent adjustments	(1,331)		(1,318)
Net realized and unrealized losses on extinguishment of debt, foreign currency transactions, and other	1,179		9
Deferred income tax benefit	(676)		(153)
Net changes in other operating assets and liabilities	(3,457)		(3,797)
Net Cash Provided by Operating Activities	$	43,222	$	38,427
Cash Flows — Investing Activities
Funding for real estate construction, redevelopments, and other capital expenditures on real estate	(2,541)		(1,778)
Net Cash Used in Investing Activities	$	(2,541)	$	(1,778)
Cash Flows — Financing Activities
Net transfers with Parent — others	(36,230)		(40,044)
Prepayments of mortgage principal and other debt instruments	(4,555)		(1,053)
Contributions from noncontrolling interests	2,840		—
Scheduled payments of mortgage principal	(2,575)		(785)
Other financing activities, net	75		(7)
Net Cash Used in Financing Activities	$	(40,445)	$	(41,889)
Change in Cash and Cash Equivalents and Restricted Cash During the Year
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(102)		(242)
Net increase (decrease) in cash and cash equivalents and restricted cash	134		(5,482)
Cash and cash equivalents and restricted cash, beginning of period	5,998		9,298
Cash and cash equivalents and restricted cash, end of period	$	6,132	$	3,816

See Notes to Combined Financial Statements.

F-44

NET LEASE OFFICE PROPERTIES PREDECESSOR

NOTES TO COMBINED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Nature of Business

Pursuant to the terms of a separation and distribution agreement, W. P. Carey Inc. (“WPC”) intends to spin off into a separate publicly-traded company a portfolio of 59 real property assets. To accomplish this separation, on October 21, 2022, WPC formed a Maryland real estate investment trust, Net Lease Office Properties (“NLOP”), to own the NLOP Predecessor. For purposes of these consolidated financial statements, references to “we,” “us,” “NLOP Predecessor,” “Predecessor,” and the “Company” refer to, for periods prior to completion of the Spin-Off, the Predecessor, and for periods after the completion of the Spin-Off, NLOP Business. Information with respect to number of properties and square footage is unaudited.

Following the separation from WPC, NLOP intends to elect and qualify as a real estate investment trust for U.S. federal income tax purposes (“REIT”). The separation will be effected by means of a pro-rata distribution of all outstanding shares of NLOP Predecessor common stock to the holders of WPC common stock as of the record date for the distribution (“Spin-Off”).

The NLOP Business will be operated as one segment, and through its subsidiaries, will own, operate and finance office buildings.

Subsequent to the Spin-Off, NLOP Predecessor will be externally managed and advised by WPC through one or more of its wholly-owned subsidiaries (the “Advisor”).

On August 1, 2022, WPC completed a merger with CPA:18 – Global, to which CPA:18 – Global merged with and into one of WPC’s indirect subsidiaries in exchange for shares of its common stock and cash (the “CPA:18 Merger”). Nine of the net lease properties that WPC acquired in the CPA:18 Merger are intended to be transferred to NLOP Predecessor in connection with the Spin-Off.

Note 2. Basis of Presentation

The accompanying historical unaudited combined financial statements and related notes of NLOP Predecessor do not represent the balance sheet, statement of operations and cash flows of a legal entity, but rather a combination of entities under common control that have been “carved-out” of WPC’s consolidated financial statements and presented herein on a combined basis, in each case, in accordance with accounting principles generally accepted in the United States (“GAAP”). Intercompany transactions and balances have been eliminated in combination. The preparation of these unaudited combined financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the unaudited combined financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

These unaudited combined financial statements reflect the revenues and direct expenses of the NLOP Predecessor and include material assets and liabilities of WPC that are specifically attributable to the NLOP Predecessor Business. NLOP Predecessor equity in these unaudited combined financial statements represents the excess of total assets over total liabilities. NLOP Predecessor equity is impacted by contributions from and distributions to WPC, which are the result of treasury activities and net funding provided by or distributed to WPC prior to the Spin-Off, as well as the allocated costs and expenses described below.

The unaudited combined financial statements also include an allocation of indirect costs and expenses incurred by WPC related to the NLOP Business, primarily consisting of compensation and other general and administrative costs using the relative percentage of property ABR of the NLOP Predecessor and WPC management’s knowledge of the NLOP Predecessor. In addition, the unaudited combined financial statements reflect allocation of interest expense from WPC unsecured debt, excluding debt that is specifically attributable to the NLOP Predecessor (Note 7); interest expense was allocated by calculating the unencumbered net investment in real estate of each property held by the NLOP Predecessor as a percentage of WPC’s total consolidated unencumbered net investment in real

F-45

estate and multiplying that percentage by the corporate interest expense on WPC unsecured debt (Note 11). The amounts allocated in the accompanying unaudited combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity during the applicable periods. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable.

Goodwill attributable to NLOP Predecessor was determined by first identifying those assets within NLOP Predecessor that were previously deemed to be a part of a business combination and that WPC paid a premium for. This premium was then allocated to the NLOP Predecessor assets based on the fair values of the NLOP Predecessor assets at the time of acquisition relative to the value of all the real estate acquired as part of the business combination. Any goodwill directly attributable to deferred taxes assumed as part of a business combination and related to our European operations is recorded in functional currency and translated at period end rates where applicable.

The amounts allocated in the accompanying unaudited combined financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the NLOP Predecessor been a separate independent entity. WPC believes the assumptions underlying WPC’s allocation of indirect expenses are reasonable.

Reclassifications — Certain debt agreements with wholly-owned affiliates of WPC have been reclassified to Parent Debt in accordance with the basis of presentation of the historical combined financial statements (Note 7).

Cash and Cash Equivalents — We consider all short-term, highly liquid investments that are both readily convertible to cash and have a maturity of three months or less at the time of purchase to be cash equivalents. Items classified as cash equivalents include commercial paper and money market funds. Our cash and cash equivalents are held in the custody of several financial institutions, and these balances, at times, exceed federally insurable limits. We seek to mitigate this risk by depositing funds only with major financial institutions.

Restricted Cash — Restricted cash primarily consists of security deposits and amounts required to be reserved pursuant to lender agreements for debt service, capital improvements, and real estate taxes and is included within other assets on the balance sheet. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the combined balance sheets to the combined statements of cash flows (in thousands):

	June 30, 2023		December 31, 2022
Cash and cash equivalents	$	5,538	$	4,671
Restricted cash (a)	594		1,327
Total cash and cash equivalents and restricted cash	$	6,132	$	5,998

_________________

(a)Restricted cash is included within Other assets, net in the combined financial statements.

Revenue Recognition, Real Estate Leased to Others — We lease real estate to others primarily on a net leased basis, whereby the tenant is generally responsible for operating expenses relating to the property, including property taxes, insurance, maintenance, repairs, and improvements. There have been no significant changes in our policies for revenue from what was previously disclosed in the Information Statement for the year ended December 31, 2022.

Net Parent Investment — In the combined balance sheets, the net parent investment represents WPC’s historical investment in NLOP Predecessor, accumulated net earnings after taxes, and the net effect of transactions between NLOP Predecessor and WPC.

F-46

Note 3. Land, Buildings and Improvements

Land, Buildings and Improvements

Land and buildings leased to others, which are subject to operating leases, and real estate under construction, are summarized as follows (in thousands):

	June 30, 2023		December 31, 2022
Land	$	176,658	$	178,362
Buildings and improvements	1,106,538		1,109,185
Real estate under construction	65		—
Less: Accumulated depreciation	(205,426)		(190,516)
	$	1,077,835	$	1,097,031

During the six months ended June 30, 2023, the U.S. dollar weakened against the euro and British pound sterling but strengthened against the Norwegian krone. As a result of this fluctuation in foreign currency exchange rates, the carrying value of our land, buildings and improvements decreased by $6.5 million from December 31, 2022 to June 30, 2023.

Depreciation expense, including the effect of foreign currency translation, on our buildings and improvements subject to operating leases was $15.5 million and $13.7 million for the six months ended June 30, 2023, and 2022, respectively.

Acquisitions of Real Estate

No investments were acquired during the six months ended June 30, 2023.

Real Estate Under Construction

During the six months ended June 30, 2023, we capitalized real estate under construction of less than $0.1 million. One construction project was in progress with balances included in real estate under construction as of June 30, 2023.

Leases

Operating Lease Income

Lease income related to operating leases recognized and included in the combined statements of income is as follows (in thousands):

	Six Months Ended June 30,
	2023		2022
Lease income — fixed	$	67,926	$	59,244
Lease income — variable	15,070		11,452
Total operating lease income	$	82,996	$	70,696

Other Lease-Related Income

Other lease-related income on our combined statements of income was primarily comprised of income from a parking garage attached to one of our net-leased properties totaling $1.2 million for both the six months ended June 30, 2023 and 2022.

F-47

Lease Cost

Lease costs for operating leases are included in (i) property expenses, excluding reimbursable tenant costs (land leases), and (ii) reimbursable tenant costs (land leases) in the combined statements of income. Certain information related to the total lease cost for operating leases is as follows (in thousands):

	Six Months Ended June 30,
	2023		2022
Fixed lease cost	$	271	$	222
Variable lease cost	46		43
Total lease cost	$	317	$	265

Note 4. Finance Receivables

Assets representing rights to receive money on demand or at fixed or determinable dates are referred to as finance receivables. Our finance receivables portfolio consists of our net investments in direct financing leases. Operating leases are not included in finance receivables.

Net Investments in Direct Financing Leases

One investment is classified as a direct financing lease as of June 30, 2023 and December 31, 2022 and is summarized in the table below (in thousands):

	June 30, 2023		December 31, 2022
Lease payments receivable	$	10,424	$	11,423
Unguaranteed residual value	14,558		14,558
	24,982		25,981
Less: unearned income	(10,380)		(11,253)
	$	14,602	$	14,728

At both June 30, 2023 and December 31, 2022, there were no reserve or estimate of credit loss on the financing leases.

Income from direct financing leases was $0.9 million for both the six months ended June 30, 2023 and 2022.

Credit Quality of Finance Receivables

We generally invest in facilities that we believe are critical to a tenant’s business and therefore have a lower risk of tenant default. At both June 30, 2023 and December 31, 2022, no material balances of our finance receivables were past due.

We evaluate the credit quality of our finance receivables utilizing an internal five-point credit rating scale, with one representing the highest credit quality and five representing the lowest. A credit quality of one through three indicates a range of investment grade to stable. A credit quality of four through five indicates a range of inclusion on the watch list to risk of default. The credit quality evaluation of our finance receivables is updated quarterly.

Our finance receivable internal credit quality rating is four as of June 30, 2023 and three as of December 31, 2022.

Note 5. Goodwill and Other Intangibles

We have recorded net lease intangibles that are being amortized over periods ranging from two years to 40 years. In-place lease intangibles, at cost are included in In-place lease intangible assets and other in the combined financial statements. Above-market rent intangibles, at cost are included in above-market rent intangible assets in the

F-48

combined financial statements. Accumulated amortization of in-place lease and above-market rent intangibles is included in Accumulated depreciation and amortization in the combined financial statements. Below-market rent intangibles are included in Below-market rent intangible liabilities, net, in the combined financial statements.

Goodwill decreased by $1.1 million during the six months ended June 30, 2023 due to foreign currency translation adjustments to $62.5 million as of June 30, 2023, from $63.6 million as of December 31, 2022.

Intangible assets, intangible liabilities, and goodwill are summarized as follows (in thousands):

	June 30, 2023						December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Finite-Lived Intangible Assets
Lease Intangibles:
In-place lease	$	370,715	$	(196,581)	$	174,134	$	370,971	$	(176,951)	$	194,020
Above-market rent	58,589		(28,218)		30,371		58,983		(24,559)		34,424
	429,304		(224,799)		204,505		429,954		(201,510)		228,444
Indefinite-Lived Goodwill
Goodwill	62,481		—		62,481		63,583		—		63,583
Total intangible assets	$	491,785	$	(224,799)	$	266,986	$	493,537	$	(201,510)	$	292,027
Finite-Lived Intangible Liabilities
Below-market rent	$	(27,646)	$	14,667	$	(12,979)	$	(27,792)	$	13,121	$	(14,671)
Total intangible liabilities	$	(27,646)	$	14,667	$	(12,979)	$	(27,792)	$	13,121	$	(14,671)

During the six months ended June 30, 2023, the U.S. dollar weakened against the euro and British pound sterling, but strengthened against the Norwegian krone, resulting in a decrease of $1.8 million in the carrying value of our net intangible assets from December 31, 2022 to June 30, 2023. Net amortization of intangibles, including the effect of foreign currency translation, was $21.5 million and $15.5 million for the six months ended June 30, 2023 and 2022, respectively. Amortization of below-market rent and above-market rent intangibles is recorded as an adjustment to lease revenues and amortization of in-place lease intangibles is included in depreciation and amortization.

Note 6. Fair Value Measurements

The fair value of an asset is defined as the exit price, which is the amount that would either be received when an asset is sold or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The guidance establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities, and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps, interest rate swaps, and foreign currency collars; and Level 3, for securities that do not fall into Level 1 or Level 2 and for which little or no market data exists, therefore requiring us to develop our own assumptions.

We did not have any transfers into or out of Level 1, Level 2, and Level 3 category of measurements during either the six months ended June 30, 2023 or 2022.

Items Measured at Fair Value on a Recurring Basis

The carrying value of non-recourse mortgages, net was $167.1 million and $174.3 million at June 30, 2023 and December 31, 2022, respectively. We determined the estimated fair value of our non-recourse mortgage loans using a discounted cash flow model that estimates the present value of the future loan payments by discounting such payments at current estimated market interest rates. The estimated market interest rates consider interest rate risk and

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the value of the underlying collateral, which includes quality of the collateral, the credit quality of the tenant/obligor, and the time until maturity. We determined that the fair value of Parent debt approximates its carrying value.

Our material financial instruments had the following carrying values and fair values as of the dates shown (in thousands):

		June 30, 2023				December 31, 2022
	Level	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse mortgages, net (a) (b)	3	$	167,111	$	162,261	$	174,289	$	167,458

__________________

(a)The carrying value of non-recourse mortgages, net (Note 7) includes unamortized deferred financing costs of less than $0.1 million at both June 30, 2023 and December 31, 2022.

(b)The carrying value of non-recourse mortgages, net (Note 7) includes unamortized discount of $1.4 million, and unamortized premium of $2.0 million at June 30, 2023 and December 31, 2022, respectively.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

We periodically assess whether there are any indicators that the value of our real estate investments may be impaired or that their carrying value may not be recoverable.

No impairment was deemed necessary during the six months ended June 30, 2023 and 2022.

Note 7. Debt

Non-Recourse Mortgages

Non-recourse mortgages consist of mortgage notes payable, which are collateralized by the assignment of real estate properties that were part of the NLOP Predecessor during the applicable periods. At June 30, 2023 the weighted-average interest rates for our total fixed-rate and variable-rate non-recourse mortgage notes payable was 4.8% (fixed-rate and variable-rate non-recourse mortgage notes payable were 4.8% and 4.6%, respectively), with maturity dates ranging from September 2023 to May 2026.

Parent Debt

Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets. These debt instruments are reflected in these financials as Parent debt, and had fixed interest rates that averaged 6.0% and 5.9% at June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023, we prepaid Parent debt totaling $1.7 million.

Repayments and Scheduled Mortgage Payments

During the six months ended June 30, 2023, we (i) prepaid non-recourse mortgage loans totaling $2.9 million and (ii) made scheduled mortgage payments of approximately $2.6 million. We recognized an aggregate net loss on extinguishment of debt of less than $0.1 million on these repayments, primarily comprised of prepayment gains (loss) on extinguishment of debt, which is included within Gains (losses) on extinguishment of debt and other on our combined statements of income. The weighted-average interest rate for these non-recourse mortgage loans on their respective dates of prepayment and repayment was 5.4%.

Interest Paid

For the six months ended June 30 2023 and 2022, interest paid was $14.7 million and $10.2 million, respectively.

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Foreign Currency Exchange Rate Impact

During the six months ended June 30, 2023, the U.S. dollar strengthened against the Norwegian krone, resulting in an aggregate decrease of $3.7 million in the aggregate carrying values of our non-recourse mortgages, net from December 31, 2022 to June 30, 2023.

Scheduled Mortgage Debt Principal Payments

Scheduled mortgage debt principal payments as of June 30, 2023 are as follows (in thousands):

Years Ending December 31,	Total
2023 (remainder)	$	1,668
2024	35,115
2025	124,216
2026	7,540
2027	—
Total mortgage principal payments	168,539
Unamortized discount, net	(33)
Unamortized deferred financing costs	(1,395)
Total	$	167,111

Scheduled Parent Debt Principal Payments

As of June 30, 2023, no Parent debt principal is scheduled to be repaid during the year ended December 31, 2023. Other remaining Parent debt principal balances are scheduled to mature and due for payment during 2025 and after 2027.

Note 8. Commitments and Contingencies

At June 30, 2023, we were not involved in any material litigation. Various claims and lawsuits arising in the normal course of business are pending against us. The results of these proceedings are not expected to have a material adverse effect on our combined financial position or results of operations.

Note 9. Income Taxes

We elected to be treated as a REIT and believe that we have been organized and have operated in such a manner to maintain our qualification as a REIT for federal and state income tax purposes. As a REIT, we are generally not subject to corporate level federal income taxes on earnings distributed to our stockholders. Since inception, we have distributed at least 100% of our taxable income annually. Accordingly, we have not included any provisions for federal income taxes related to the REIT in the accompanying consolidated financial statements for the six months ended June 30, 2023 and 2022.

Current income tax expense was $0.7 million and $0.6 million for the six months ended June 30, 2023 and 2022, respectively. Deferred income tax benefit was $0.7 million and $0.2 million for the six months ended June 30, 2023 and 2022, respectively.

Note 10. Geographic Information

Our portfolio is comprised of domestic and international investments. At June 30, 2023, our international investments were comprised of investments in Poland, United Kingdom, and Norway. No international tenant or country individually comprised at least 10% of our total lease revenues for the six months ended June 30, 2023 or 2022, or at least 10% of our total long-lived assets at June 30, 2023 or December 31, 2022. One domestic tenant comprised 18.5% and 21.4% of our total lease revenues for the six months ended June 30, 2023 and 2022,

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respectively, and 13.4% and 13.3% of our total long-lived assets at June 30, 2023 and December 31, 2022, respectively. The following tables present the geographic information (in thousands):

	Six Months Ended June 30,
	2023		2022
Revenues
Domestic	$	77,918	$	67,001
International	7,549		6,313
Total	$	85,467	$	73,314

	June 30, 2023		December 31, 2022
Long-lived Assets (a)
Domestic	$	1,150,280	$	1,181,943
International	151,075		162,743
Total	$	1,301,355	$	1,344,686

__________________

(a)Consists of Net investments in real estate.

Note 11. Transactions with WPC

Historically, NLOP Predecessor has been managed and operated in the normal course of business consistent with other affiliates of WPC. Accordingly, certain shared costs have been allocated to NLOP Predecessor and reflected as expenses in the combined statements of income. Management considers the allocation methodologies used to be reasonable and appropriate reflections of the historical WPC expenses attributable to NLOP Predecessor for purposes of the combined financial statements of NLOP Predecessor. However, the expenses reflected in the combined statements of income may not be indicative of the actual expenses that would have been incurred during the periods presented if NLOP Predecessor historically operated as a separate, stand-alone entity. In addition, the expenses reflected in the combined statements of income may not be indicative of related expenses that will be incurred in the future by NLOP Predecessor.

The following table presents amounts charged to the company by WPC for the six months ended June 30, 2023, and 2022 (in thousands):

	Six Months Ended June 30,
	2023		2022
General and administrative (a)	$	6,545	$	5,406
Interest expense (b)	10,432		9,625
Total	$	16,977	$	15,031

__________________

(a)General and administrative fees are inclusive of expenses such as employee compensation and benefits, stock-based compensation and professional fees (Note 2).

(b)NLOP Predecessor’s income statement includes an allocation of interest expense associated with WPC unsecured debt utilized partially to fund property assets of NLOP Predecessor (Note 2).

The following presents amounts owed to WPC by the Company as of June 30, 2023 and December 31, 2022 (in thousands):

	June 30, 2023		December 31, 2022
Parent debt (a)	$	98,224	$	101,774
Accounts payable, accrued expenses, and other liabilities (b)	2,808		2,553
Total	$	101,032	$	104,327

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__________________

(a)Certain wholly-owned affiliates of WPC entered into debt agreements with the international NLOP Predecessor entities to provide the funding necessary to acquire certain international assets (Note 7).

(b)Represents amounts owed to WPC for accrued interest related to the Parent debt, and services and fees which were directly attributable to NLOP Predecessor as discussed above.

Net parent investment shown in the combined statements of equity include contributions from WPC, which are the result of treasury activities and net funding provided by WPC prior to the Spin-Off, and also includes the indirect costs and expenses allocated to NLOP Predecessor by WPC as described in Note 2.

Note 12. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 14, 2023. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Events subsequent to the original issuance of the consolidated financial statements (unaudited):

In connection with the separation, on September 20, 2023, the Company and certain of its wholly owned direct and indirect subsidiaries have entered into (i) a $335.0 million senior secured mortgage loan with JPMorgan Chase Bank, N.A., together with its successors and/or permitted assigns (collectively, the “Lenders”), and (ii) a $120.0 million mezzanine loan facility with the Lenders.

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