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(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the Register). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent, and 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, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignees completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and

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 Participants 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 United States 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. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(c) Any Lender may at any time pledge or assign, or grant a security interest in, all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment, or grant of a security interest, to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment, or grant of a security interest; provided that no such pledge or assignment, or grant of a security interest, shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the

(a) Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words execution, signed, signature, delivery, and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper- based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of the Borrowers against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.

(a) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County, Borough of Manhattan, and of the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any

judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against a Borrower or its properties in the courts of any jurisdiction.

(b) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 9.12. Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the

confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) to the extent necessary or desirable to establish, enforce or assert any claims or defenses in connection with any legal proceeding by or against the Administrative Agent or any Lender, (g) subject to an agreement containing provisions substantially the same as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (y) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to a Borrower and its obligations, (h) with the consent of the Borrowers, or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than a Borrower or (z) is independently developed by the Administrative Agent or any Lender without use of or reference to the Information and (j) to any rating agency in connection with rating the Company or its Subsidiaries or the Term Facility. For the purposes of this Section, Information means all information received from a Borrower relating to a Borrower or its business, other than any such information that is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by a Borrower; provided that, in the case of information received from a Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

(a) EACH LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING A BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.

PUBLIC INFORMATION ABOUT THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

(a) If a Borrower does not file this Agreement with the SEC, then the Borrowers hereby authorize the Administrative Agent to distribute the execution version of this Agreement and the Loan Documents to all Lenders, including their Public-Siders. The Borrowers acknowledge its understanding that Public-Siders and their firms may be trading in any of the Loan Parties respective securities while in possession of the Loan Documents.

(b) Each Borrower represents and warrants that none of the information in the Loan Documents constitutes or contains material non-public information within the meaning of the federal and state securities laws. To the extent that any of the executed Loan Documents constitutes at any time a material non-public information within the meaning of the federal and state securities laws after the date hereof, the Company agrees that it will promptly make such information publicly available by press release or public filing with the SEC.

SECTION 9.16. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the Patriot Act) hereby notifies the Borrowers and the Guarantor that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrowers and the Guarantor, which information includes the name and address of the Borrowers and the Guarantor and other information that will allow such Lender to identify the Borrowers and the Guarantor in accordance with the Patriot Act.

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, 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

SECTION 9.19. Joint and Several Liability. Each Borrower acknowledges, agrees, represents and warrants that the Lenders have been induced to make the Loans to the Borrowers in part based upon the assurances by each Borrower that each Borrower desires that all Obligations under the Loan Documents be honored and enforced as separate obligations of each Borrower, should the Administrative Agent and the Lenders desire to do so. Notwithstanding the foregoing, the Borrowers shall be jointly and severally liable to the Administrative Agent and the Lenders for all representations, warranties, covenants, obligations and indemnities, including, without limitation, the Loans and the other Obligations, and the Administrative Agent and the Lenders may at their option enforce the entire amount of the Loans and the other Obligations against any one or more of the Borrowers. The Administrative Agent and the Lenders may exercise remedies against each Borrower and its property separately, whether or not the Administrative Agent and the Lenders exercise any against another Borrower or its property. The Administrative Agent and the Lenders may enforce any Borrowers obligations without enforcing any other Borrowers obligations. Any failure or inability of the Administrative Agent or the Lenders to enforce any Borrowers obligations shall not in any way limit the right to enforce the obligations of another Borrower.

Gramercy Investment Trust, a Maryland Real Estate Investment Trust, and Gramercy Investment Trust II, a Maryland Real Estate Investment Trust, together with any direct or indirect subsidiaries thereof, including without limitation, Gramercy Real Estate CDO 2005-1 LTD, a Cayman Islands exempt entity, Gramercy Real Estate CDO 2006-1 LTD, a Cayman Islands exempt entity, and Gramercy Real Estate CDO 2007-1 LTD, a Cayman Islands exempt entity.

Gramercy Investment Trust, a Maryland Real Estate Investment Trust, and Gramercy Investment Trust II, a Maryland Real Estate Investment Trust, together with any direct or indirect subsidiaries thereof, including without limitation, Gramercy Real Estate CDO 2005-1 LTD, a Cayman Islands exempt entity, Gramercy Real Estate CDO 2006-1 LTD, a Cayman Islands exempt entity, and Gramercy Real Estate CDO 2007-1 LTD, a Cayman Islands exempt entity.

This Assignment and Assumption (the Assignment and Assumption) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the Assignor) and [Insert name of Assignee] (the Assignee). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Term Loan Agreement identified below (as amended, restated, extended, supplemented or otherwise modified from time to time, the Loan Agreement), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignors rights and obligations in its capacity as a Lender under the Loan Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest of the Commitment identified below and all the outstanding Loans and a corresponding interest in and to all other rights and obligations of the Assignor under the respective facilities identified below (including any guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Loan Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the Assigned Interest). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests from and after the Effective Date as if Assignee were an original Lender under and signatory to the Loan Agreement, which obligations shall include, but shall not be limited to, the obligation to make Loans to the Borrowers with respect to the Assigned Interest and to indemnify the Administrative Agent as provided therein (such obligations, together with all other obligations set forth in the Loan Agreement and the other Loan Documents are hereinafter collectively referred to as the Assigned Obligations). Assignor shall have no further duties or obligations with respect to, and shall have no further interest in, the Assigned Obligations or the Assigned Interests.

The Amended and Restated Term Loan Agreement dated as of October 13, 2017 among GPT Operating Partnership LP (f/k/a CSP Operating Partnership LP), Gramercy Property Trust (f/k/a Chambers Street Properties), GPT Property Trust LP, the Lenders from time to time party thereto, and Capital One, National Association, as Administrative Agent for the Lenders 6\. Assigned Interest:

The Assignee, if not already a Lender, agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers, the Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignees compliance procedures and applicable laws, including Federal and state securities laws.

2.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim created by the Assignor, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any collateral thereunder, (iii) the financial condition of the Company, the Borrowers, any of their Subsidiaries or Affiliates or any other Person obligated in respect of the Loan Agreement or (iv) the performance or observance by the Company, the Borrowers, any of their Subsidiaries or Affiliates or any other Person of any of their respective obligations under the Loan Agreement.

2.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it satisfies the requirements, if any, specified in the Loan Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements referred to in Section 3.04 thereof or delivered pursuant to Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and (v) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee; (b) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents; and (c) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor 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 action under the Agreement, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a Lender.

3\. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Acceptance and adoption of the terms of this Assignment and Assumption by the Assignee and the Assignor by Electronic Signature or delivery of an executed counterpart of a signature page of this Assignment and Assumption by any Electronic System shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Loan Agreement; the terms defined therein being used herein as therein defined), among GPT Operating Partnership LP, a Delaware limited partnership (f/k/a CSP Operating Partnership LP), and GPT Property Trust LP, a Delaware limited partnership (the Borrowers), Gramercy Property Trust, a Maryland real estate investment trust (f/k/a Chambers Street Properties), the Lenders from time to time party thereto and Capital One, National Association, as administrative agent for the Lenders (the Administrative Agent).

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Loan Agreement; the terms defined therein being used herein as therein defined), among GPT Operating Partnership LP, a Delaware limited partnership (f/k/a CSP Operating Partnership LP), and GPT Property Trust LP, a Delaware limited partnership (the Borrowers), Gramercy Property Trust, a Maryland real estate investment trust (f/k/a Chambers Street Properties), the Lenders from time to time party thereto and Capital One, National Association, as administrative agent for the Lenders (the Administrative Agent).

Pursuant to the provisions of Section 2.17(f)(ii)(B)(3) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code.

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Loan Agreement; the terms defined therein being used herein as therein defined), among GPT Operating Partnership LP, a Delaware limited partnership (f/k/a CSP Operating Partnership LP), and GPT Property Trust LP, a Delaware limited partnership (the Borrowers), Gramercy Property Trust, a Maryland real estate investment trust (f/k/a Chambers Street Properties), the Lenders from time to time party thereto and Capital One, National Association, as administrative agent for the Lenders (the Administrative Agent).

Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, none of its direct or indirect partners/members is a ten percent shareholder of [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code.

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Loan Agreement; the terms defined therein being used herein as therein defined), among GPT Operating Partnership LP, a Delaware limited partnership (f/k/a CSP Operating Partnership LP), and GPT Property Trust LP, a Delaware limited partnership (the Borrowers), Gramercy Property Trust, a Maryland real estate investment trust (f/k/a Chambers Street Properties), the Lenders from time to time party thereto and Capital One, National Association, as administrative agent for the Lenders (the Administrative Agent).

Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of [name of Borrower] within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Loan Agreement; the terms defined therein being used herein as therein defined), among GPT Operating Partnership LP, a Delaware limited partnership (f/k/a CSP Operating Partnership LP), and GPT Property Trust LP, a Delaware limited partnership (the Borrowers), Gramercy Property Trust, a Maryland real estate investment trust (f/k/a Chambers Street Properties), the Lenders from time to time party thereto and Capital One, National Association, as administrative agent for the Lenders (the Administrative Agent).

Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of [name of Borrower] within the meaning of Section 881(h)(3)(B) of the Code and none of its direct or indirect partners/members is a controlled foreign corporation related to [name of Borrower] as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8ECI from each of such partners/members beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

FOR VALUE RECEIVED, the undersigned, GPT OPERATING PARTNERSHIP LP, a Delaware limited partnership, and GPT PROPERTY TRUST LP, a Delaware limited partnership (the Borrowers), jointly and severally, promise to pay, without offset or counterclaim, to the order of [______________] (hereinafter, together with its successors in title and permitted assigns, the Lender) in care of the Administrative Agent to the Administrative Agents address 299 Park Ave., 31st Fl., New York, NY 10171, or at such other address as may be specified in writing by the Administrative Agent to the Borrowers, the principal sum of [__________] Dollars ($[________________]) or, if less, the aggregate unpaid principal amount of all Term Loans made by the Lender to the Borrowers pursuant to the Amended and Restated Term Loan Agreement, dated as of October 13, 2017, among the Lender, the Borrowers, Gramercy Property Trust (f/k/a Chambers Street Properties), the other lending institutions named therein and Capital One, National Association, as administrative agent (the Administrative Agent) (as amended, restated, replaced, extended, supplemented or modified from time to time, the Loan Agreement). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Loan Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Loan Agreement shall be applicable to this Note.

The Borrowers and all the parties hereto, whether as makers, endorsers, or otherwise, hereby waive presentment for payment, demand protest and notice of any kind in connection with the delivery, acceptance, performance and enforcement of this Note (except for notices expressly required by the Loan Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice.

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of October 13, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the Agreement; the terms defined therein being used herein as therein defined), among GPT Operating Partnership LP, a Delaware limited partnership (f/k/a CSP Operating Partnership LP), and GPT Property Trust LP, a Delaware limited partnership (the Borrowers), Gramercy Property Trust, a Maryland real estate investment trust (f/k/a Chambers Street Properties), each lender from time to time party thereto (collectively, the Lenders and individually, a Lender), and Capital One, National Association, as the Administrative Agent.

1\. The Company has delivered the unaudited financial statements required by Section 5.01(b) of the Agreement for the fiscal quarter of the Company ended as of the above date. Such financial statements fairly present in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as of such date and for such period, subject to normal year-end audit adjustments and the absence of footnotes.

3\. The Borrowers are in compliance with the financial covenants set forth in Section 6.11 on a pro-forma basis as of the Effective Date based on the condensed consolidated financial statements for the fiscal quarter ended June 30, 2017 and after giving effect to the Transactions (assuming a borrowing of all amounts intended to be borrowed on the Effective Date and the application of proceeds of such borrowings to the repayment of Indebtedness intended to be repaid therefrom). The financial covenant analyses and information set forth on the schedules attached hereto are true and correct in all material respects on and as of the date of this Compliance Certificate.

4\. [No change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement.] [The following is a list of each change in GAAP or in the application thereof that has occurred since the date of the audited financial statements referred to in Section 3.04 of the Agreement and the effect of such change on the financial statements referred to in paragraph (1):]

This WAREHOUSE CREDIT AGREEMENT, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this Agreement), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the Borrower), the LENDERS (as defined in Article I), [***]*, a national banking association, as administrative agent (in such capacity, the Administrative Agent), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (WTNA), in its capacity as paying agent (in such capacity, the Paying Agent) and collateral trustee (in such capacity, the Collateral Trustee).

Affiliate of any Person means any Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with such Person. For purposes of this definition, the term control when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms controlling, controlled by and under common control with have meanings correlative to the foregoing.

Aggregate Loan Amount means, at any time, an amount equal to the aggregate outstanding principal dollar amount of all of the Advances by the Lenders hereunder that have been remitted to the Borrower at or prior to such time, minus the amount of principal repayments received and applied by the Lenders hereunder at or prior to such time.

AUP Letter means an agreed-upon procedures letter provided by a nationally recognized accounting firm or other independent provider reasonably selected by the Administrative Agent (and, if no Event of Default has occurred and is continuing, approved by the Borrower), setting forth the results of a compliance engagement conducted within the scope reasonably specified by the Administrative Agent with respect to the Servicer, Borrower, and the Collateral.

Available Funds means, with respect to any Settlement Date, the sum of the following amounts, without duplication: (i) all Collections on Purchased Receivables received during the preceding Collection Period; (ii) all Seller purchase price payments with respect to repurchases of Purchased Receivables pursuant to the Receivables Purchase Agreement that were either received during the preceding Collection Period or received pursuant to Section 3.01(c) in connection with such Settlement Date (if not subject to netting described in Section 3.01(c)); (iii) any indemnity payments paid by the Seller pursuant to the Receivables Purchase Agreement or by the Servicer pursuant to the Servicing Agreement; (iv) all voluntary and mandatory prepayments by the Borrower, including in connection with any Release or Borrowing Base Deficiency, that have not been distributed to the Lenders prior to any applicable Settlement Date; (v) any payments received under any Hedging Agreement or otherwise with respect to any Hedging Transaction; (vi) all amounts withdrawn from the Reserve Account and deposited into the Collection Account with respect to such Settlement Date pursuant to Section 3.01(d), and (vii) any interest or earnings on and proceeds of the Collection Account.

Backup Servicing Agreement means, (i) initially, the Backup Servicing Agreement dated as of October 10, 2017 between Backup Servicer, the Administrative Agent, First Associates Loan Servicing, LLC and the Borrower; and (ii) thereafter, any successor Backup Servicing Agreement; provided, that if a sub-backup servicer is appointed, with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), all references herein to the Backup Servicing Agreement shall also include, unless the context requires otherwise, references to the sub-backup servicing agreement.

Backup Servicing Fee means the fees payable to the Backup Servicer pursuant to the Backup Servicing Agreement on each Settlement Date in respect of the immediately preceding Collection Period; provided that such fees shall not apply to any Backup Servicer that is then acting as successor servicer; provided, further, that if a sub-backup servicer is appointed hereunder, with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed), all references herein to the Backup Servicing Fee shall also include, as a separate obligation of the Borrower, unless the context requires otherwise, references to the sub-backup servicing fee (which shall be payable hereunder on a pari passu basis with the Backup Servicing Fee of the primary Backup Servicer) (but without duplication if the fee payable to the sub-backup servicer is payable from or forms part of the Backup Servicing Fee pursuant to the Backup Servicing Agreement).

Benchmark Rate means, (i) with respect to any Conduit Lender, the CP rate (or, at the option of any such Conduit Lender, on and after the date that such Conduit Lender gives written notice to the Agents and the Borrower, LIBOR), and (ii) with respect to any Committed Lender, LIBOR; provided, that solely with respect to any Conduit Lender that is not a [***]* Person, the Benchmark Rate with respect to such Conduit Lender (that is not a [***]* Person) at any time shall not exceed LIBOR at such time.

Borrowing Base Certificate means the certificate from the Servicer, executed and delivered by the Servicer as servicer for the Borrower, setting forth the calculation of the Borrowing Base, substantially in the form of Exhibit C, and certifying as to the accuracy of such Borrowing Base calculation and the information set forth in the related Data File attached thereto.

Business Day means any (i) day other than a Saturday, a Sunday or other day on which commercial banks located in the states of Delaware or New York are, or the fixed income trading market in New York is, authorized or obligated to be closed, and (ii) if the applicable Business Day relates to the determination of LIBOR, a day which is a day described in the foregoing clause (i) and that is also a day open for trading by and between banks in the London interbank eurodollar market.

Capital Lease Obligations of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that, for the avoidance of doubt, any obligations relating to a lease that was accounted for by such Person as an operating lease as of December 17, 2015 and any lease entered into after December 17, 2015 by such Person that would properly have been accounted for as an operating lease under GAAP as in effect as of December 17, 2015 shall be accounted for as obligations relating to an operating lease and not as Capital Lease Obligations.

(b) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission thereunder), other than the Permitted Holders, of Equity Interests in LendingClub representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests in LendingClub;

Cohort means a group of Receivables that all share the same characteristics with respect to each of the following: (i) the Receivables in such group are all classified as Prime or are all classified as Near Prime, in either case, under the Sellers classification system, (ii) the Receivables in such group with respect to Prime Receivables all have the same grade (from A through G) assigned by the Seller, or with respect to Near Prime Receivables, are all in the same FICO band within the ranges [***]*,[***]* or [***]*, and (iii) the Receivables in such group all have the same original term.

Collections means, with respect to any Purchased Receivable, all cash collections and other cash proceeds of such Purchased Receivable received by the Borrower, Servicer, any Collection Agent, or any attorney, sub-servicer, agent or designee of any of them, from or on behalf of the applicable Obligor in payment of any amounts owed in respect of such Purchased Receivable, including all Scheduled Payments (whether received in whole or in part, whether related to a current, future or prior date, and whether paid voluntarily by the applicable Obligor or received by the Borrower, Servicer, any Collection Agent, or any attorney, sub-servicer, agent or designee of any of them through any enforcement action), all payments with respect to fees or other charges, all partial or full prepayments, all applicable Liquidation Proceeds, and any amounts received by the Borrower, Servicer, any Collection Agent, or any attorney, sub-servicer, agent or designee of any of them upon the sale or exchange of such Purchased Receivable.

Commitment means, with respect to each Committed Lender, the commitment of such Lender to make Advances hereunder pursuant to the terms and subject to the conditions of this Agreement and the other Transaction Documents, in the amount set forth on Schedule I, as the same may be reduced or increased from time to time pursuant to assignments by or to such Committed Lender pursuant to an Assignment and Assumption Agreement or Section 2.02.

Commitment Termination Date means the earliest to occur of (i) October 10, 2019, (ii) the date of the occurrence of any Event of Default pursuant to Section 7.01(a)(x), (iii) the date that the Administrative Agent declares a Commitment Termination Date following the occurrence and continuance of any other Event of Default pursuant to Section 7.02, and (iv) the date the Commitments are reduced to zero pursuant to Section 2.02.

Committed Lender means any financial institution identified as such on Schedule I with a Commitment hereunder, and any other financial institution that becomes a Committed Lender in accordance with the terms hereof pursuant to an Assignment and Assumption Agreement, but excluding any such Person that ceases to be a Committed Lender hereunder pursuant to the sale of all of its Loan Amount and Commitment pursuant to one or more Assignment and Assumption Agreements.

Consumer Laws means federal and State interest and usury laws, the federal Truth-in-Lending Act, the federal Equal Credit Opportunity Act, the federal Fair Credit Reporting Act, the federal Fair Debt Collection Practices Act, the Federal Trade Commission Act and all applicable Federal Trade Commission Trade Regulation Rules, the Federal Reserve Boards Regulations B and Z, the Servicemembers Civil Relief Act, the California Military Reservist Relief Act and any other federal, State or local law relating to credit extensions to servicemembers, State-enacted adaptations of the National Consumer Act and of the Uniform Consumer Credit Code, rules and regulations promulgated by the Consumer Financial Protection Bureau, all other federal, State and local consumer credit laws and other consumer protection laws relating to the conduct of the business of LendingClub or the Borrower, laws requiring the licensing of consumer finance companies and/or lenders, the Uniform Commercial Code as it relates to unsecured loans, State and local laws proscribing unlawful, unfair and/or deceptive acts and practices, federal, State and local laws relating to privacy and/or data security, and any rules, regulations and/or interpretations of the foregoing laws.

CP Rate means, with respect to each Conduit Lender, for any day during any Interest Period, without duplication, the per annum rate equivalent to the weighted average of the per annum rates at which all commercial paper notes issued by such Conduit Lender to fund Advances or maintain its Loan were sold, whether specifically issued or allocated in whole or in part by such Conduit Lender to fund or maintain the Advances made by such Conduit Lender during such period, as determined by its funding agent (on behalf of such Conduit Lender), including (x) the commissions of placement agents and dealers in respect of such commercial paper notes, to the extent such commissions are allocated, in whole or in part, to such commercial paper notes by such Conduit Lender or its funding agent (on behalf of such Conduit Lender), (y) all reasonable costs and expenses of any issuing and paying agent or other person responsible for the administration of such Conduit Lenders commercial paper programs in connection with the preparation, completion, issuance, delivery or payment of such commercial paper, and (z) the costs of other borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the CP Rate, the funding agent for such Conduit Lender shall, for such component, use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

Credit and Collection Policy means (i) the credit policy used by the Seller and the collection policy (including the charge-off policy) used by the Servicer as set forth as Exhibit D, and (ii) any of the Credit Criteria as set forth in, and as defined pursuant to, any Addendum to the Receivables Purchase Agreement, in the case of any of the foregoing, as such credit policy, collection policy, or applicable Credit Criteria may be modified from time to time pursuant to Section 6.02(f).

Custodian means either (i) eOriginal, Inc., in its capacity as Custodian, or (ii) any successor Custodian selected by the Borrower with the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld or delayed); provided, that any such consent by the Administrative Agent shall be subject to (A) such successor Custodian becoming party to a successor Collateral Control Agreement in form and substance acceptable to the Administrative Agent in its sole discretion; (B) the transfer (at the sole cost of the Borrower) of all Receivables Documents for all Purchased Receivables and any related Receivables Records then held by the Custodian that is resigning or being terminated from such Custodian to the successor Custodian; and (C) receipt by the Agents and Lenders of a legal opinion from counsel to the Borrower reasonably acceptable to the Administrative Agent with respect to control of the sole authoritative copy of all Promissory Notes and other applicable Receivables Documents with respect to all Purchased Receivables by the Collateral Trustee, for the benefit of the Secured Parties, pursuant to any successor Collateral Control Agreement with the successor Custodian.

Custodian Master Agreement means either (i) the Services Agreement dated as of April 26, 2016 between the Custodian and LendingClub, on its own behalf and on behalf of its Affiliates, together with any amendments thereto or any replacement or superseding agreement between the Custodian and the Borrower and/or LendingClub, on its own behalf and on behalf of its Affiliates that, if entered into on or after the date hereof, have been reasonably approved by the Administrative Agent to the extent that it would have any effect on the Collateral Control Agreement or control of the Receivables Documents with respect to the Purchased Receivables; or (ii) any agreement between the successor Custodian (that satisfies the criteria set forth in the definition thereof) and the Borrower and/or LendingClub, on its own behalf and on behalf of its Affiliates, that has been reasonably approved by the Administrative Agent.

Data File means an electronic file, in a computer readable format reasonably satisfactory to the Administrative Agent containing the loan-level detail, information and data fields listed on Schedule III and such other information as is reasonably required by the Administrative Agent with respect to the Purchased Receivables, which Data File shall separately list and identify (as of the date of such Data File) the Eligible Receivables, Excluded Receivables and other Purchased Receivables (that are not Eligible Receivables); provided, that Receivables that are or have been subject to Release or that have been purchased by Seller or any other Person shall not be included as Purchased Receivables and shall only be listed in any Data File delivered in connection with such Release to identify such Receivables in connection with any such Release or sale.

Debtor Relief Law means any law governing Persons or property with respect to liquidation, conservatorship, bankruptcy, insolvency, moratorium, rearrangement, receivership, reorganization, readjustment of indebtedness, or similar debtor relief laws, any laws affecting the rights of creditors generally of any jurisdiction, and any law permitting a debtor to obtain a stay or compromise of the claims of creditors against it, in any such case, whether arising under foreign law, US federal law (including the Bankruptcy Code), any State or local law, or any other applicable Requirements of Law.

EEA Financial Institution means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority; (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition; or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

Eligible Assignee means, with respect to any Lender, (i) any other Lender; (ii) any Affiliate of any Lender that is a financial institution and is majority-owned by such Lender or by any corporation controlling such Lender, (iii) any liquidity provider to or sponsor of any Conduit Lender or financial institution otherwise providing the commitment in the event a Conduit Lender chooses not to fund; and (iv) any ABCP conduit sponsored, administered or supported by any Lender or any Affiliate of any Lender; provided that no Disqualified Institution shall be an Eligible Assignee.

Enforcement Action means any action under applicable law to: (a) foreclose, execute, levy, or collect on, take possession or control of, sell or otherwise realize upon (judicially or non-judicially), or lease, license, or otherwise dispose of (whether publicly or privately), Collateral, or otherwise exercise or enforce remedial rights with respect to Collateral (including by way of setoff, recoupment, notification of a public or private sale or other disposition pursuant to the UCC or other applicable law, notification to account debtors, and notification to depositary banks under deposit account control agreements); (b) solicit bids from third Persons to conduct the liquidation or disposition of Collateral or to engage or retain sales brokers, marketing agents, investment bankers, accountants, appraisers, auctioneers, or other third Persons for the purposes of valuing, marketing, promoting, and selling Collateral; (c) receive a transfer of Collateral in satisfaction of Obligations; or (d) otherwise enforce a security interest or exercise another right or remedy, as a secured creditor or otherwise, pertaining to the Collateral at law, in equity, or pursuant to the Transaction Documents (including the commencement of applicable legal proceedings or other actions with respect to all or any portion of the Collateral).

Equity Interests means, with respect to any Person, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in such Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest; provided that Equity Interests shall not include (a) Trust Certificates, or (b) any debt securities that are convertible into or exchangeable for any combination of Equity Interests and/or cash until any such conversion or exchange.

ERISA Affiliate means any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed at any relevant time to be a single employer or otherwise aggregated with the Borrower or a Subsidiary under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

ERISA Event means any one or more of the following: (a) any reportable event, as defined in Section 4043 of ERISA, with respect to a Pension Plan, as to which notice has not been waived under applicable PBGC regulations; (b) the termination of any Pension Plan under Section 4041(c) of ERISA; (c) the institution of proceedings by the PBGC under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (d) the failure to make a required contribution to any Pension Plan that would result in the imposition of a lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; the failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived; or a determination that any Pension Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code or Section 303 of ERISA; (e) engaging in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA with respect to a Plan; (f) the complete or partial withdrawal of any Borrower, Subsidiary or ERISA Affiliate from a Multiemployer Plan which results in the imposition of Withdrawal Liability; (g) the insolvency under Title IV of ERISA of any Multiemployer Plan; (h) a determination that any Multiemployer Plan is in endangered or critical status under Section 432 of the Code or Section 305 of ERISA; or (i) the withdrawal of the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or the cessation of operations by the Borrower or any ERISA Affiliate that would be treated as a withdrawal from a Pension Plan under Section 4062(d) of ERISA.

Excess Spread means, as of any date, the Coupon Rate less the sum of (i) [***]*% and (ii) the Interest Rate as of the preceding Settlement Date; provided, that if there are different Benchmark Rates being used by different Lenders at such time, references to the Interest Rate shall mean the weighted average Interest Rate (weighted by Loan Amount of each such Lender).

Excluded Receivable means a Purchased Receivable that the Servicer selects, in its sole discretion, to classify as an Excluded Receivable, as long as, at the time of the initial classification, such Purchased Receivable is not a Delinquent Receivable, Bankruptcy Receivable or Charged-Off Receivable; provided, if the Servicer chooses to change the classification of any Eligible Receivable that had been classified as an Excluded Receivable at any time to no longer being classified as an Excluded Receivable, such Eligible Receivable shall be treated as a newly acquired Purchased Receivable on such date.

Excluded Taxes means with respect to any Lender, Participant or any other recipient of any payment to be made by or on account of any Loan hereunder, (i) Taxes imposed on or measured by its net income (however denominated), branch profits Taxes, and franchise Taxes imposed on it (in lieu of net income Taxes), by the jurisdiction (or any political subdivision thereof), in each case (A) as a result of a present or future connection between any such Lender, Participant or any recipient of any payment to be made by or on account of any Loan and such jurisdiction or political subdivision or Governmental Authority thereof (other than connections arising from such Lender, Participant or other recipient having executed, delivered, become a party to, performed its obligations under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Loan or Transaction Document), or (B) as a result of such Lender, Participant or any recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); (ii) U.S. federal withholding Taxes imposed on amounts payable to or for the account of any Lender, Participant or other recipient with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which such Lender acquires such interest in the Loan or the date on which such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.08, amounts with respect to such Taxes were payable either to such Lenders, Participants or other recipients assignor immediately before such Lender, Participant or other recipient became a party hereto or to such Lender immediately before it changed its lending office; (iii) Taxes attributable to such Lender, Participant or other recipients failure to comply with Section 2.08(d); and (iv) any U.S. federal withholding Taxes imposed under FATCA.

FATCA means 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, any applicable intergovernmental agreement entered into thereunder (and any foreign legislation implemented to give effect to such intergovernmental agreements) and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

Final Maturity Date means the earlier to occur of (a) the third anniversary hereof (on the same calendar day), or if such day is not a Business Day, the next Business Day, and (b) the day on which the Loans have been declared or otherwise become due and payable following the occurrence and continuance of an Event of Default pursuant to Section 7.02.

Governmental Authority means any foreign or the United States government, any state, local or other political subdivision thereof, and any Person exercising executive, legislative, judicial, quasi-judicial, regulatory, or administrative functions thereof or pertaining thereto, including without limitation, any U.S. bank regulatory agency, any foreign bank regulatory agency, any court, any central bank, any regulator and any other governmental authority.

Guarantee of or by any Person (the guarantor) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the primary obligor) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness; provided that the term Guarantee shall not include (a) loan repurchase obligations or (b) endorsements for collection or deposit in the ordinary course of business, or customary indemnification obligations entered into in connection with any acquisition or disposition of assets or of other entities (other than to the extent that the primary obligations that are the subject of such indemnification obligation would be considered Indebtedness hereunder).

Indebtedness of any Person at any date means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Persons business, deferred employee compensation arrangements in the ordinary course of business and earn-out obligations), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of bankers acceptances, letters of credit, surety bonds or similar arrangements, (g) all Guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (f) above, and (h) all obligations of the kind referred to in clauses (a) through (g) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned or acquired by such Person, whether or not such Person has assumed or become liable for the payment of such obligation. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Persons ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

Independent means, with respect to any special member, manager or director of the Borrower, a natural person who: (i) for the five-year period prior to his or her appointment as Independent special member, Independent manager or Independent director of the Borrower has not been, and during the continuation of his or her service thereas is not (other than in his or her role as Independent special member, Independent manager or Independent director of the Borrower): (A) an employee, director, stockholder, member, manager, partner or officer of LendingClub or any of its Subsidiaries; (B) a customer or supplier (other than in connection with serving as Independent special member, Independent manager or Independent director of the Borrower) of LendingClub or any of its Subsidiaries; or (C) any member of the immediate family of a person described in the foregoing clause (A) or (B); and (ii) has (A) prior experience as an independent director or independent manager for a corporation or limited liability company whose charter or organizational documents required the unanimous consent of all directors or managers (including the independent director or independent manager), as the case may be, before such corporation or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or State law relating to bankruptcy; and (B) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services (including providing independent managers or directors) to issuers of securitization or structured finance instruments, agreements or securities.

Insolvency Event means, with respect to a specified Person, (a) such specified Person shall (i) commence or file a petition to commence any Insolvency Proceeding with respect to itself or any substantial part of its properties, or (ii) make a general assignment for the benefit of its creditors, or (b) a court of competent jurisdiction shall (i) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator or conservator for such specified Person or the whole or any substantial part of the properties of such specified Person, (ii) approve a petition filed against such specified Person in connection with any Insolvency Proceeding, or (iii) under the provisions of any applicable Debtor Relief Law or other applicable law, assume custody or control of such specified Person or of the whole or any substantial part of the properties of such specified Person, or (c) there is commenced against such specified Person any Insolvency Proceeding that (A) is not unconditionally dismissed within sixty (60) calendar days after the date of commencement, or (B) with respect to which such specified Person takes any action to approve of or consent to such involuntary proceeding or action.

Insolvency Proceeding shall mean, with respect to any Person, any of the following: (i) any bankruptcy, reorganization, arrangement, or insolvency proceeding or other case or proceeding commenced by or against any Person under any applicable Debtor Relief Law; (ii) any proceeding seeking the appointment of any trustee, receiver, interim receiver, liquidator, custodian, monitor or other insolvency official with similar powers with respect to such Person or any of its assets; (iii) any proceeding for liquidation, dissolution or other winding up of the business of such Person; or (iv) any receivership, assignment for the benefit of creditors, arrangement, composition or extension, or any marshalling of assets of such Person.

Interest Period means, (i) for the first Settlement Date, the period from and including the date hereof to but excluding such first Settlement Date; and (ii) with respect to each subsequent Settlement Date, the period from and including the immediately preceding Settlement Date to but excluding such subsequent Settlement Date; provided, that an Advance borrowed and repaid on a Settlement Date shall incur one day of interest.

Interest Period Invoice Amount means, with respect to each Lender for any Interest Period, the amount determined as of the related Invoice Delivery Date equal to the sum of (i) the amount of interest accrued hereunder on such Lenders Loan during such Interest Period through such Invoice Delivery Date, plus (ii) the amount of Unused Fee (if any) accrued hereunder on such Lenders Loan during such Interest Period through such Invoice Delivery Date, plus (iii) the Administrative Agents good faith estimate of the interest and Unused Fee (if any) that will accrue hereunder on such Lenders Loan from such Invoice Delivery Date through the end of such Interest Period, plus (iv) an amount (which may be positive or negative) equal to the difference between (A) the amount of interest and Unused Fee (if any) that accrued hereunder on such Lenders Loan from the immediately preceding Invoice Delivery Date through the end of the immediately preceding Interest Period minus (B) the estimate of such amount for such immediately preceding Interest Period that had been set forth on the invoice delivered on the immediately preceding Invoice Delivery Date pursuant to the foregoing clause (iii) with respect to such preceding Interest Period; provided, that if on any Settlement Date, all or any portion of the Interest Period Invoice Amount (as set forth on the applicable Monthly Invoice delivered for such Settlement Date) that is payable on such Settlement Date is not fully paid on such Settlement Date pursuant to Section 3.02(a) (as a result of insufficient Available Funds for the applicable distribution priority or otherwise) (the unpaid portion of such Interest Period Invoice Amount as of the close of such Settlement Date being the Unpaid Interest Period Invoice Amount), then such Unpaid Interest Period Invoice Amount shall accrue interest thereon at the applicable Interest Rate from the Settlement Date on which it was first due through the date that it is paid in full hereunder and, if not fully paid prior to any subsequent Settlement Date, shall be added to (and become part of) the Interest Period Invoice Amount for such subsequent Settlement Date until fully paid.

LIBOR means the average daily three-month London interbank offered rate for deposits in United States dollars that appears on the Reuters Screen on the applicable display page that quotes three-month LIBOR as of 11:00 a.m., London time, on that date, with a floor of 0%; provided, that (i) if LIBOR does not appear on such Reuters Screen, then any comparable method of determining LIBOR selected by the Administrative Agent, and (ii) if the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) is permanently discontinued, then a comparable successor benchmark rate approved by the Administrative Agent (provided that such successor benchmark rate shall be applied in a manner consistent with market practice, shall be the rate the Administrative Agent has selected for credit facilities comparable to the facility provided hereunder and shall be disclosed to the Borrower prior to its application hereto).

Lien means any mortgage, deed of trust, deed to secure debt, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or any lease in the nature thereof), or any other arrangement pursuant to which title to the property is retained by or vested in some other Person for security purposes.

Liquidation Proceeds means, for any Collection Period and any Charged-Off Receivable, any amount (which shall not be less than zero) received (whether by the Servicer, Borrower, any Collection Agent, or any subagent or designee of any of them) in connection with such Charged-Off Receivable, including any recoveries, payments or other proceeds thereon, net of any (i) reasonable out- of-pocket expenses (exclusive of overhead but inclusive of any fees paid to the applicable Collection Agent or any subagent or designee of the Servicer, Borrower or such Collection Agent) incurred by the Servicer or the Borrower and (ii) the liquidation proceeds fee specified in the Servicing Agreement with respect to the collection and enforcement of such Charged-Off Receivable, each to the extent not previously reimbursed to the Servicer.

Material Adverse Change means any event, matter, condition, circumstance, change or effect that (a) materially and adversely affects the business, assets, financial condition, or results of operations of LendingClub and its Subsidiaries, taken as a whole, or the Borrower, (b) materially impairs the ability of LendingClub or the Borrower to perform or observe its respective obligations under any Transaction Document to which it is a party (including the ability of LendingClub, as Servicer, to collect the Purchased Receivables on a timely basis); (c) materially and adversely affects or impairs the rights, powers, remedies or interests of the Collateral Trustee, any other Agent or any Lender under any Transaction Document; (d) materially adversely affects the validity or enforceability of any material portion of the Purchased Receivables by the holder thereof in accordance with their terms, or the salability (relative to similar consumer loans) or collectability of a material portion of the Purchased Receivables; or (e) materially adversely affects the validity, attachment, perfection, priority or enforcement of any Liens granted in favor of the Collateral Trustee or the ability of the Collateral Trustee to exercise remedies or otherwise realize the benefits of the security afforded under the Transaction Documents.

Material Indebtedness means either (i) any Indebtedness under the MS Credit Agreement; and (ii) any Indebtedness of LendingClub or any Subsidiary in a principal amount exceeding $35,000,000; provided, that the principal amount of any swap agreement at any time shall equal the maximum aggregate amount (giving effect to any netting agreements) that LendingClub or any such Subsidiary would owe if such swap agreement were terminated at such time.

MS Credit Agreement means the Credit and Guaranty Agreement, dated as of December 17, 2015, among LendingClub, the guarantors party thereto, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as the administrative agent and collateral agent, Goldman Sachs Bank, USA, as syndication agent, and Credit Suisse AG and Silicon Valley Bank, as documentation agents, as amended from time to time and any replacement facility or facility that refinances such facility.

Multiemployer Plan means any multiemployer plan as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or to which there is or could be an obligation to contribute of) the Borrower or a Subsidiary or an ERISA Affiliate, and each such plan for the five-year period immediately following the latest date on which the Borrower, a Subsidiary or an ERISA Affiliate contributed to or had an obligation to contribute to such plan.

Obligations means all obligations of the Borrower to pay the Aggregate Loan Amount, all accrued but unpaid interest thereon (including interest that accrues after the commencement of any action under the Bankruptcy Code), and all breakage costs, fees, indemnities, liabilities, expenses, costs or other sums (including attorney fees and disbursements), and other obligations for monetary amounts owing by the Borrower to any Secured Party, in each case, whether now owed or hereafter arising.

Pension Plan means any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA maintained or contributed to by the Borrower, a Subsidiary or an ERISA Affiliate or to which the Borrower, a Subsidiary or an ERISA Affiliate has or could have an obligation to contribute, and each such plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA for the five-year period immediately following the latest date on which the Borrower, a Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.

Plan means any employee benefit plan as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) maintained or contributed to by the Borrower, a Subsidiary or any ERISA Affiliate or to which the Borrower, a Subsidiary or an ERISA Affiliate has or could have an obligation to contribute, and each such plan for the five-year period immediately following the latest date on which the Borrower, a Subsidiary or an ERISA Affiliate maintained, contributed to or had an obligation to contribute to (or is deemed under Section 4069 of ERISA to have maintained or contributed to or to have had an obligation to contribute to, or otherwise to have liability with respect to) such plan. For avoidance of doubt, the term Plan shall include any Pension Plan.