Letter Agreement between HSBC Bank USA, National Association, as Agent, and 1334 York, LLC dated October 18, 2018

Pursuant to Section 4.1.12(d) of the Loan Agreement and Section 4.2 of the Guaranty, Guarantor is required to maintain a Net Worth of $325,000,000.00. The definition of “Net Worth” in the Loan Agreement and the Guaranty, as applicable, are amended as follows:

Pursuant to Section 4.1.15(a) of the existing Loan Agreement, Borrower is required to maintain an Interest Rate Protection Agreement with a notional amount equal to the Loan Amount. Agent hereby agrees that any Interest Rate Protection Agreement which Borrower purchases (or any existing Interest Rate Protection Agreement which Borrower has entered into) shall have a notional amount equal to at least ninety percent (90%) of the then outstanding principal balance of the Loan (“Minimum Notional Amount”). To the extent that the Interest Rate Protection Agreement then in place has a notional amount which is reduced to an amount that is less than the Minimum Notional Amount, Borrower shall, within thirty (30) days of the date that the notional amount has been so reduced, at Borrower’s option, either (a) prepay the Loan in part, without any premium or penalty, such that the outstanding balance of the Loan is equal to at least the Minimum Notional Amount and/or (b) modify the Interest Rate Protection Agreement then in place (“Existing Interest Rate Protection Agreement”) and/or in addition to the Existing Interest Rate Protection Agreement, enter into any additional or supplemental Interest Rate Protection Agreement which complies with Section 4.1.15 of the existing Loan Agreement and which is collaterally assigned to Agent, for the Ratable benefit of the Lenders (individually and/or in the aggregate, “Additional Interest Rate Protection Agreement” and, together with the Existing Interest Rate Protection Agreement, “Interest Rate Protection Agreement”), such that the notional amount of the Interest Rate Protection Agreement, in the aggregate, shall be equal to at least the then existing Minimum Notional Amount.

This letter agreement is not intended to, and shall not be construed to, effect a novation, and except as expressly provided in this letter agreement, neither the Loan Agreement nor any of the other Loan Documents have been modified, amended, cancelled, terminated, released, satisfied, superseded or otherwise invalidated by execution of this letter agreement. In the event of any conflict between the terms of this letter agreement and the terms of the Loan Agreement or any of the other Loan Documents, the terms of this letter agreement shall control. All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement, as modified by this letter, as the same may hereafter be supplemented, amended, modified, extended, renewed, restated or replaced from time to time. All references in the Loan Documents to the Guaranty shall mean the Guaranty, as modified by this letter, as the same may hereafter be supplemented, amended, modified, extended, renewed, restated or replaced from time to time.

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York pursuant to Section 5-1401 of the General Obligations Law without regard to its principles of conflicts of laws.

Borrower shall pay to Agent and Lenders all reasonable out-of-pocket costs and expenses incurred by Agent and Lenders in connection with this letter agreement (including, without limitation, reasonable attorneys’ fees and disbursements and filing and recording costs).

This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns.

This letter agreement contains the entire agreement of the parties hereto in respect of the transactions contemplated hereby, and all prior agreements among or between such parties, whether oral or written are superseded by the terms of this letter agreement.

This letter agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, when taken together, shall constitute one and the same instrument and shall become effective when copies hereof, when taken together, bear the signatures of each of the parties hereto and it shall not be necessary in making proof of this instrument to produce or account for original signatures or more than one of such fully executed counterparts. Electronically delivered copies of signature pages hereto shall be deemed to have the same effect as originals thereof.