“PNC IAM Account” shall mean that certain institutional asset management account of Borrowers maintained with PNC, account # ​.

•Wealth services, brokerage services, asset/investment management services, alternative investments (such as real estate, hedge funds, private credit, private equity).

And to: ​ c/o Oceanview Asset Management [[Address A:Address]], 3rd Floor New York, New York 10019 Attention: [[Person B:Person]]

engaging one or more subadvisors with respect to the management of the Company and Operating Partnership, including, where appropriate, Affiliates of the Advisor (which, for the avoidance of doubt, shall include engaging Nuveen Asset Management or an Affiliate thereof to provide management services for the Real Estate-Related Securities portfolio);

Delaware Department of State

Foreign Asset/Account Reporting. The Participant acknowledges that, depending on his or her country, the Participant may be subject certain foreign asset and/or account reporting requirements which may affect his or her ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends or dividend equivalents received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should speak to his or her personal advisor on this matter.

Asset Sales; Casualty Events. If the ​ or any Loan Party,

Merger or Asset Sale. In the event of a merger of the [[Plan Administrator:Organization]] with or into another corporation, or the sale of substantially all of the assets of the [[Plan Administrator:Organization]], each outstanding Option shall be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiaries of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Grantee shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Grantee in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the option or right confers the right to purchase or receive, for each Share of Optioned Stock, immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

Management Fee Payment. At any time during the Term, Manager may withdraw from the Operating Account up to an amount equal to the amount of Management Fee from the current month not yet paid by Provider to Manager.

The Joint Venture Company shall be managed by a Board of Directors. The Board shall be comprised of not less than three (3) Members. ​ shall be entitled to appoint one (1) Member to the Board, ​ or its nominee shall appoint one (1) Member to the Board and TTO shall be entitled to appoint one (1) Member to the Board.