FIRST MODIFICATION AGREEMENT (Long Form)

(a)Definitions. The following definitions in the Loan Agreement are hereby added or amended to read as follows:

"Anti-Corruption Laws: Means all laws, rules, and regulations of any jurisdiction applicable to Borrower or its Affiliates from time to time concerning or relating to bribery or corruption.

Applicable Margin: Means one and nine-tenths percent (1.90%) per     annum.

Association: Collectively shall mean (i) the Commercial Owner’s Association of Park Place, Inc., a Kansas not-for-profit corporation as the association under the Commercial Declaration as defined in the Assignment of Declarant’s Rights (defined in the First Modification) and (ii) the Master Association of Park Place, Inc., a Kansas not-for-profit corporation as the association under the Master Declaration as defined in the Assignment of Declarant’s Rights (defined in the First Modification).

First Modification: Shall mean that First Modification Agreement (Long Form) dated as of June 19, 2015 by and between Borrowers, Agent and Lenders.

LIBOR Rate: An annual rate of interest equal to the Applicable Margin plus the greater of (i) LIBOR and (ii) zero percent (0%). Agent's internal records of applicable interest rates shall be determinative in the absence of manifest error.

Monthly Reset LIBOR Rate: Shall mean an annual rate of interest equal to the Applicable Margin plus the greater of (i) zero percent (0%) and (ii) the one-month LIBOR rate quoted by Agent from Reuters Screen LIBOR01 Page or any successor thereto, which shall be that one-month LIBOR rate in effect two New York Banking Days prior to the beginning of each calendar month, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation, such rate to be reset at the beginning of each succeeding month. Notwithstanding the immediately preceding sentence, if on any date for determining the one-month LIBOR rate, Agent shall determine (which determination shall be conclusive in the absence of manifest error) that (a) because of circumstances affecting the Money Markets, adequate and fair means do not exist for ascertaining the one-month LIBOR rate, or (b) it is unlawful to maintain any advance of the Loan at a rate based on the one-month LIBOR rate, Agent shall promptly give to Borrower telephonic notice (confirmed as soon as practicable in writing) of the nature and effect of such circumstances and/or illegality. After receipt of such notice and during the existence of such circumstances and/or illegality, the interest rate shall be determined based upon an alternate index selected by Agent, in its sole discretion, reasonably comparable to that of one-month LIBOR, intended to generate a return substantially the same as that generated by the one-month LIBOR rate, and all references in the Loan Documents to the one-month LIBOR rate shall be deemed to be references to such alternate rate while such rate is in effect."

(b)Maturity Date.

(i)The definition of "Maturity Date" set forth in the Loan Agreement is hereby amended to read as follows:

"Maturity Date: June 1, 2019, as such date may be extended in accordance with the provisions of Section 1.4."

(ii)Section 1.4(d) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"(d)    Immediately prior to the commencement of the Extension, Borrower shall pay to Agent for the benefit of the Lenders an extension

fee in the amount of two-tenths of one percent (0.20%) of the then Committed Amount at the time of the extension."

(c)Borrowing Base Availability. The following definitions in the Loan Agreement are hereby amended to read as follows:

"Annualized Net Operating Income: Means annualized Net Operating Income before payment of debt service from the Properties securing the Loan as of the date of calculation, calculated by annualizing the Net Operating Income for the immediately preceding prior two calendar quarters, provided that if the Debt Service Coverage Ratio is being calculated within 45 days after the end of a calendar quarter, the Net Operating Income shall be calculated by looking at the Net Operating Income during the two calendar quarters preceding the immediately prior calendar quarter; e.g., if the Debt Service Coverage Ratio is being calculated on January 10, 2016, the six-month period would be the period commencing on April 1, 2015 and ending on September 30, 2015, and if the Debt Service Coverage Ratio is being calculated on February 20, 2016, the six-month period would be the period commencing on July 1, 2015, and ending on December 31, 2015). Notwithstanding the foregoing, if any Property has been owned by a Borrower for less than the entire applicable foregoing period (but for not less than one full calendar quarter), then Net Operating Income for such Property shall be calculated by annualizing the Net Operating Income for such Property based on the full calendar quarter during which a Borrower owned such Property. In addition, until a Property has secured the Loan for one full calendar quarter, the Net Operating Income for that Property shall be calculated using the Agent's underwritten projected year one Rental Income and Operating Expenses for such Additional Property based on the Appraisal obtained for such Additional Property in accordance with Section 7.21 (e.g., if an Additional Property is added on June 15, 2015, this sentence would apply to such Additional Property until September 30, 2015).

Borrowing Base Amount: Shall mean the lesser of (a) the product obtained by multiplying the Maximum Borrowing Base Leverage Ratio by the Borrowing Base Value (provided that such amount determined under this subparagraph (a) may not exceed $50,000,000 with respect to any one Property at the time it is being added as collateral to the Loan, unless otherwise approved by Agent), and (b) the Loan balance resulting in a Debt Service Coverage Ratio equal to the Minimum Borrowing Base DSCR, calculated by dividing (i) Annualized Net Operating Income for the Properties then securing the Loan by (ii) the product obtained by multiplying (A) the Minimum Borrowing Base DSCR by (B) the Borrowing Base Loan Constant.

Borrowing Base Loan Constant: Shall mean the greater of (i) a loan constant of 0.0778 (which is based on an interest rate of six and three-

quarters percent (6.75%) per annum and principal amortization based on a 30-year amortization schedule), and (ii) a loan constant, expressed as a decimal, based on an interest rate of two and one-quarter percent (2.25%) per annum in excess of the Treasury Note Rate as of the date of calculation, and principal amortization based on a 30-year amortization schedule, as reasonably determined by Agent.

Net Operating Income: Shall mean the amount of (a) Gross Operating Income for the applicable period of time in question, less (b) the amount of Operating Expenses for such period of time, less (c) a replacement reserve equal to $0.25 per square foot for all of the Improvements consisting of office buildings and retail buildings and $0.10 per square foot for all Improvements consisting of industrial buildings.

Non-Revolving Portion: Shall mean, at any time, and from time to time, fifty percent (50%) of the then Committed Amount (as such Committed Amount may increase or decrease pursuant to the terms of this Agreement)."

(d)No Litigation or Defaults. Section 4.4 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

“No Litigation or Defaults. Except with respect to Pending Case No. 13CV08876, first amended petition filed August 25, 2014 in the District Court of Johnson County, Kansas, styled 801 Fish Lea, LLC, Plaintiff(s) vs. Park Place Village 3, LLC, and other parties, Defendant(s), and except as otherwise disclosed to and acknowledged by Agent in writing, to the knowledge of Borrower, there are no actions, suits or proceedings pending or threatened in writing against any Borrower, any Guarantor or any Property, or involving the validity or enforceability of the Loan Documents or the priority of the lien thereof, at law or in equity; and no Borrower or Guarantor is in default under any order, writ, injunction, decree or demand of any court or any administrative body having jurisdiction over such Borrower or Guarantor.”

(e)Required Minimum Funded Amount. Section 5.28 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"5.28    Required Minimum Funded Amount. The outstanding Principal Balance shall at all times be at least equal to fifty percent (50%) of the then Committed Amount. However, should at any time the Principal Balance be less than fifty percent (50%) of the then applicable Committed Amount, Borrowers may, at Borrower's option, within thirty (30) days of written demand by Agent, either (i) permanently cancel any unfunded portions of the Committed Amount or (ii) make a draw under the Loan (to the extent Borrowers have satisfied the requirements hereunder for such draw), in order to satisfy this requirement; provided further, however, the Borrowers shall be required, within ten (10) days of written demand by Agent, to pay down the outstanding Principal Balance to the extent that it

exceeds the reduced Committed Amount, so that the Principal Balance never exceeds the then applicable Committed Amount."

(f)Non-Revolving Portion. Clause (c) of the second sentence of Section 7.20 of the Loan Agreement is hereby deleted and replaced with the following:

"(c) unless Agent otherwise consents in writing, the allocation of the increased Committed Amount between the Revolving Portion and the Non-Revolving Portion shall be fifty percent (50%) to the Revolving Portion and fifty percent (50%) to the Non-Revolving Portion."

(g)Providing Financial Information. The second sentence of Section 5.4 of the Loan Agreement is hereby amended to add the word "reasonably" between the words "accountant" and "satisfactory to Agent".

(h)Anti-Corruption Provisions.

"Blocked Person: Shall have the meaning set forth in Section 5.18.

OFAC: Means the U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

Sanctioned Country: Means, at any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

Sanctioned Person: Means, at any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any European Union member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person owned 50% or more, directly or indirectly, by any of the above.

Sanctions: Means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of the United Kingdom.

USA Patriot Act: Shall have the meaning ascribed such term in Section 5.18 hereof."

(ii)    Anti-Corruption Laws; Sanctions; Anti-Terrorism Laws. The following is hereby added as a new Section 4.17 to the Loan Agreement:

(a)    Each Borrower, its Affiliates, and, to Borrower's knowledge, their respective officers and employees, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. No Borrower, any of its Affiliates or, to any Borrower's or such Affiliate's knowledge, any of their respective directors, officers or employees, is a Sanctioned Person. None of (i) the Loan, (ii) the use of the proceeds of the Loan, or (iii) any other transactions contemplated hereby will violate Anti-Corruption Laws or any applicable Sanctions.

(b)    Neither the making of the Loan hereunder nor the use of the proceeds thereof will violate the USA Patriot Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto. Borrower and its Affiliates are in compliance in all material respects with the USA Patriot Act."

(iii)    Use of Proceeds. The following sentence is hereby added to the end of Section 5.2 of the Loan Agreement:

"Borrowers will not request any Advance, and Borrowers shall not, and shall ensure that each Borrower's Affiliates shall not, use any Loan proceeds (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (ii) in any manner that would result in the violation of any applicable Sanctions."

(iv)    Compliance with Laws. The following sentence is hereby added to the end of Section 5.10 of the Loan Agreement:

"Each Borrower will, and will cause each of its Affiliates to, comply in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject, including, without limitation, all Anti-Corruption Laws and applicable Sanctions."

(v)    USA Patriot Act Compliance Covenant. Section 5.18 of the Loan Agreement is hereby deleted in its entirety and replaced with the following:

"5.18    USA Patriot Act Compliance Covenant. No Borrower or Guarantor, and no Affiliate or agent of any Borrower or Guarantor shall (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including the making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person; (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked

pursuant to Executive Order No. 13224; or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224, the USA Patriot Act of 2001 (Title III of Public Law 107-56) as amended from time to time, and any successor statute (the "USA Patriot Act") or any other Anti-Terrorism Law.  Each Borrower shall, and shall use its commercially reasonable efforts to cause each of its Affiliates to, provide such information and take such actions as are reasonably requested by Agent or any Lender in order to assist Agent and the Lenders in maintaining compliance with the USA Patriot Act. Each Borrower shall deliver to Agent any certification or other evidence requested from time to time by Agent in its sole discretion, confirming such Borrower's compliance with this Section. For the purposes of this Section, (1) "Blocked Person" shall mean (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; (iv) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in Executive Order No. 13224; (v) a Person that is named as a "specially designated national" on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list; or (vi) a Person who is affiliated or associated with a person or entity listed above and (2) "Anti-Terrorism Laws" shall mean any laws relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and the Law administered by OFAC (as any of the foregoing laws may from time to time be amended, renewed, extended, or replaced)."

(i)    The following is hereby added as a new Section 7.27 to the Loan Agreement:

(ii)    Exhibit M attached hereto is hereby added as a new Exhibit M to the Loan Agreement.

(i)    Repayment Guaranty. The second paragraph of Section 2 of the Guaranty is hereby deleted in its entirety and is replaced with the following:

“Notwithstanding anything else to the contrary contained in this Guaranty, the maximum amount for which the Guarantor shall be liable under this Guaranty

shall not exceed (i) the Base Guaranteed Amount (defined below as the same shall be determined from time to time), plus (ii) all Swap Contract Obligations relating to the Loan, and any and all other present and future Swap Transactions and Swap Contracts, plus (iii) 100% of all amounts owing under the Environmental Indemnity by any Borrower if (and only if) an Environmental Insurance Policy (as defined in the Loan Agreement and substantially and materially in the form approved by Agent (A) pursuant to Section 2.1(r) of the Loan Agreement as to the Initial Properties and (B) at the time a Property is added as collateral for the Loan as to all other Properties) is not then in place or, if not then in place, does not otherwise cover Borrower for claims relating to environmental matters when and if demand is made by Agent under the Environmental Indemnity (i.e., Guarantor shall have no liability under this Guaranty for amounts owing under the Environmental Indemnity so long as the Environmental Insurance Policy covering the Properties is in place or otherwise covers the liability of Borrower for environmental matters at the time demand is made by Agent to Borrower under the Environmental Indemnity, whether or not the claim relating to any such environmental matter is a covered claim under such Environmental Insurance Policy), plus (iv) 100% of any deficiency, loss or damage suffered by Agent and Lenders because of: (1) the intentional misapplication or misappropriation by Borrower of any funds derived from any Property, including the misapplication or misappropriation by Borrower of rent, security deposits, insurance proceeds, condemnation awards, or other income arising with respect to any Property; (2) Borrower's intentional commission of physical waste with respect to any Property; (3) the fraud or intentional misrepresentation by Borrower or Guarantor made in or in connection with the Loan Documents or the Loan; (4) any act of Borrower, its Affiliates or Guarantor (or any of Borrower, its Affiliates or Guarantor causing the Association) to (i) (a) amend, modify or terminate the Commercial Declaration as defined in the Assignment of Declarant's Rights (defined in the First Modification) or the Master Declaration as defined in the Assignment of Declarant’s Rights, or (b) direct the Association to take any act in direct contravention of the terms and conditions of the Commercial Declaration or the Master Declaration, in each case, which results in a material and adverse modification of Borrower's (or any future owner’s) rights (including without limitation parking and access rights), or materially increases the Borrower's (or any future owner’s) obligations, under the Commercial Declaration or Master Declaration, or (ii) transfer (as such term is defined in the Park Place Village Mortgage defined in the First Modification) of any easement, access or parking rights owned by the Associations under the Commercial Declaration and/or the Master Declaration, to the extent that such transfer results in a material and adverse modification of Borrower’s rights with respect thereto; or (5) Borrower's voluntary or collusive filing, or the filing against Borrower by any party, of any proceeding for relief under any federal or state bankruptcy, insolvency or receivership laws or any assignment for the benefit of creditors made by Borrower not dismissed within 90 days.”

(j)    Release; Termination of Swap Contracts. The second to last sentence of Section 5.15 of each of the Deeds of Trust (excluding the Park Place Village Mortgage) are

hereby modified to replace the words "all Swap Contracts shall have been terminated" with the words "all Swap Contracts secured by this Deed of Trust shall have been terminated (or modified to reflect that such Swap Contracts are no longer secured by this Deed of Trust, which modification shall be subject to Beneficiary's approval, in its sole discretion)".

(k)    Grandfathered Obligations. For purposes of determining withholding Taxes imposed under the Foreign Account Tax Compliance Act (“FATCA”) under the Loan Agreement, from and after the effective date of this Agreement, each Borrower and the Agent shall treat (and the Lenders hereby authorize the Agent to treat) the Loan as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

(a)Modification Documents. Agent shall have received and approved the executed originals of (collectively, the "Modification Documents"): (i) this Agreement (including any attached consents), (ii) the First Modification Agreement (Short Form) relating to

each Deed of Trust ("Short Form Agreements") other than the Park Place Village Mortgage, (iii) the Joinder, (iv) the Assignment of Declarant’s Rights (CC&Rs) (the “Assignment of Declarant’s Rights”), and (v) the Park Place Village Mortgage.

(b)Recordation. The Short Form Agreements, the Assignment of Declarant’s Rights, and the Park Place Village Mortgage shall have been recorded in the Official Records of the county and state where each respective Property is located (the "Official Records"), all in accordance with Agent's instructions to First American Title Insurance Company (the "Title Company").

(c)Status of Title. Borrower shall cause the Title Company to issue at Borrower's expense an ALTA 11-06 or CLTA 110.5 Modification Endorsement (or local equivalent) to each Title Policy insuring the continuing validity and first‑position lien priority of each of the Deeds of Trust, in light of this Agreement.

(d)Formation Documents. Borrower shall have delivered to Agent all documents evidencing the formation, organization, good standing and valid existence of Borrower.

(e)Opinion of Counsel. Borrower shall have delivered to Agent one or more opinion(s) of counsel reasonably acceptable to Agent covering the due authorization of Additional Borrower to enter into the Joinder and the Park Place Village Mortgage, and the enforceability of the Park Place Village Mortgage.

(f)Payment of Agent's Expenses. Borrowers shall have paid all costs and expenses incurred by Agent in connection with this Agreement, including attorneys' fees and costs, title insurance premiums, recording charges and the costs of any lien searches undertaken by Agent in connection with this Agreement.

(g)Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with notice or the passage of time or both, would be an Event of Default.