Common use of Finality of Disbursement Requests Clause in Contracts

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30, 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: THIS AMENDED AND RESTATED GUARANTY dated as of June 30______________, 2015 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (subject to Section 33(b) hereunder, all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)hereof, by and among Tier Operating Partnership LPSpirit Realty, L.P., a Texas Delaware limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and Banks, the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30$_____________ __________ __, 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of 20__ FOR VALUE RECEIVED, the undersigned, PREIT ASSOCIATES, L.P. (“PREIT”), PREIT-▇▇▇▇▇, INC. (“PREIT-▇▇▇▇▇”) and PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the “Parent”; together with such other Persons PREIT and PREIT-▇▇▇▇▇, each individually, a “GuarantorBorrower” and collectively, the “GuarantorsBorrower”) jointly and severally hereby unconditionally promise to pay to the order of ___________________________ (the “Lender”), in favor care of ▇▇▇▇▇ FARGO BANKFargo Bank, NATIONAL ASSOCIATIONNational Association, in its capacity as Administrative Agent (the “Administrative Agent”), to its address at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 6th Floor, Charlotte, North Carolina 28202 or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of ___________________ AND ___/100 DOLLARS ($_____________), or such lesser amount as may be the then outstanding and unpaid balance of all Revolving Loans made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement (as defined below). The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times specified in the Credit Agreement. This [Amended and Restated] Revolving Note (this “Note”) for is one of the Lenders under “Revolving Notes” referred to in that certain Amended and Restated Credit Agreement dated as of the date hereof May 24, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”)11.6.(b) thereof, the Administrative Agent, for its benefit Agent and the benefit other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the LendersRevolving Loans by the Lender to the Borrower in the aggregate principal Dollar amount first above mentioned, (b) permits the Issuing Banks prepayment of the Revolving Loans by the Borrower subject to certain terms and conditions and (c) provides for the Specified Derivatives Providers (acceleration of the Administrative AgentRevolving Loans upon the occurrence of certain specified events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the Lenderspart of the holder hereof shall operate as a waiver of such rights. Time is of the essence for this Note. THIS NOTE SHALL BE GOVERNED BY, the Swingline LenderAND CONSTRUED IN ACCORDANCE WITH, the Issuing Banks and the Specified Derivatives ProvidersTHE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, each individually a “Guarantied Party” and collectivelyAND TO BE FULLY PERFORMED, the “Guarantied Parties”)IN SUCH COMMONWEALTH.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30October 20, 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REITUDR, Inc., a Maryland corporation (the “ParentBorrower”), the financial institutions party thereto and their assignees under Section 13.5 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers Swingline Lenders (the Administrative Agent, the Lenders, the Swingline Lender, Lenders and the Issuing Banks and the Specified Derivatives ProvidersBanks, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30• Transfer/Deposit Funds to (Receiving Party Account Name) • Receiving Party Deposit Account Number • Receiving Bank Name, 2015 City and State • Receiving Bank Routing (this “Guaranty”ABA) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto Number • Further identifying information, if applicable (all of the undersignedtitle escrow number, together with such other Persons each a “Guarantor” and collectivelyborrower name, the “Guarantors”loan number, etc.) in favor of ▇W▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for 1▇▇▇ ▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: M▇▇▇ ▇▇▇▇▇▇▇ Each of the Lenders under Party to the Term Loan Agreement referred to below Ladies and Gentlemen: Reference is made to that certain Amended and Restated Credit Term Loan Agreement dated as of the date hereof November 20, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Term Loan Agreement”), by and among Tier Operating Partnership LPRLJ Lodging Trust, a Texas limited partnership L.P. (the “Borrower”), TIER REIT, Inc., a Maryland corporation RLJ Lodging Trust (the “ParentParent Guarantor”), ) the financial institutions party thereto and their assignees under Section 13.5 13.6. thereof (the “Lenders”), W▇▇▇▇ Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and the other parties thereto. Capitalized terms used herein, and not otherwise defined herein, have their respective meanings given them in the Term Loan Agreement. Pursuant to Section 9.3 of the Term Loan Agreement, the undersigned, on behalf of the Borrower in his capacity as an officer of the general partner of the Borrower and not individually, hereby certifies to the Administrative Agent, for its benefit Agent and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).Lenders as follows:

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. DELETE THIS AMENDED AND RESTATED PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the ▇▇ ▇▇▇▇▇ Realty Corp. (the “Parent”) and ▇▇ ▇▇▇▇▇ Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the “Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), ▇▇▇▇▇ Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit 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, (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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: , 20 Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the ▇▇ ▇▇▇▇▇ Realty Corp. (the “Parent”) and ▇▇ ▇▇▇▇▇ Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the “Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), ▇▇▇▇▇ Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any 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 or W-8BEN-E, as applicable. 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: , 20 Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the ▇▇ ▇▇▇▇▇ Realty Corp. (the “Parent”) and ▇▇ ▇▇▇▇▇ Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the “Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), ▇▇▇▇▇ Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit 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 any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any 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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: , 20 Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 21, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the ▇▇ ▇▇▇▇▇ Realty Corp. (the “Parent”) and ▇▇ ▇▇▇▇▇ Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the “Borrowers”), each of the financial institutions initially a signatory thereto together with their assignees under Section 12.5. thereof (the “Lenders”), ▇▇▇▇▇ Fargo Bank, National Association, as the Administrative Agent (the “Administrative Agent”), and the other parties thereto. Pursuant to the provisions of Section 3.10. of the Credit 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 Credit 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, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower Representative 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 W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s 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 the Borrower Representative and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. By: Name: Title: Date: , 20 THIS GUARANTY dated as of June 30, 2015 20 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Second Amended and Restated Credit Agreement dated as of the date hereof November 21, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation ▇▇ ▇▇▇▇▇ Realty Corp. (the “Parent”) and ▇▇ ▇▇▇▇▇ Operating Partnership, L.P. (“SLGOP”; together with the Parent, each individually a “Borrower” and collectively, the “Borrowers”), the financial institutions party thereto and their assignees under Section 13.5 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks Banks, and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline LenderLenders, the Issuing Banks Banks, and the Specified Derivatives Providers, each individually a “Guarantied Guaranteed Party” and collectively, the “Guarantied Guaranteed Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. All wire instructions must contain the following information: All wire instructions must contain the following information: THIS AMENDED AND RESTATED GUARANTY dated as of June 30September 27, 2015 2018 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain First Amended and Restated Credit Agreement Agreement, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REITUDR, Inc., a Maryland corporation (the “ParentBorrower”), the financial institutions party thereto and their assignees under Section 13.5 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers Swingline Lenders (the Administrative Agent, the Lenders, the Swingline Lender, Lenders and the Issuing Banks and the Specified Derivatives ProvidersBanks, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30$ , 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of 20 FOR VALUE RECEIVED, the undersigned, together with such other Persons each a “Guarantor” and collectivelyREGENCY CENTERS, L.P. (the “GuarantorsBorrower”) hereby unconditionally promises to pay to the order of (the “Lender”), in favor care of ▇▇▇▇▇ FARGO BANKFargo Bank, NATIONAL ASSOCIATIONNational Association, in its capacity as Administrative Agent (the “Administrative Agent”), to ▇▇▇▇▇ Fargo Bank, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as may be specified by the Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ ), or such lesser amount as may be the then outstanding and unpaid balance of Term Loan made by the Lender to the Borrower pursuant to, and in accordance with the terms of, the Credit Agreement. The Borrower further agrees to pay interest at said office, in like money, on the unpaid principal amount owing hereunder from time to time on the dates and at the rates and at the times specified in the Credit Agreement. This Note (this “Note”) for is one of the Lenders under that certain Amended and Restated Credit “Notes” referred to in the Term Loan Agreement dated as of the date hereof , 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LPthe Borrower, a Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”)Regency Centers Corporation, the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”)12.6. thereof, the Administrative Agent, for its benefit and the benefit other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of Term Loans by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, (b) permits the prepayment of the LendersLoans by the Borrower subject to certain terms and conditions and (c) provides for the acceleration of the Loans upon the occurrence of certain specified events. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising any rights hereunder on the Issuing Banks and part of the Specified Derivatives Providers (holder hereof shall operate as a waiver of such rights. Time is of the Administrative Agentessence for this Note. THIS NOTE SHALL BE GOVERNED BY, the LendersAND CONSTRUED IN ACCORDANCE WITH, the Swingline LenderTHE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, the Issuing Banks and the Specified Derivatives ProvidersAND TO BE FULLY PERFORMED, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”)IN SUCH STATE.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30$ , 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of 20 FOR VALUE RECEIVED, the undersigned, together with such other Persons each EQC OPERATING TRUST, a “Guarantor” and collectively, real estate investment trust organized under the laws of Maryland (the “GuarantorsBorrower”) hereby unconditionally promises to pay to or registered assigns (the “Lender”), in favor care of ▇▇▇▇▇ FARGO BANKFargo Bank, NATIONAL ASSOCIATIONNational Association, in its capacity as Administrative Agent (the “Administrative Agent”) for ), to its address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ S., ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, or at such other address as may be specified by the Lenders Administrative Agent to the Borrower, the principal sum of AND /100 DOLLARS ($ )(or such lesser amount as shall equal the aggregate unpaid principal amount of the 5-Year Term Loan made by the Lender to the Borrower under that certain the Credit Agreement (defined below)), on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount owing hereunder, at the rates and on the dates provided in the Credit Agreement. This 5-Year Term Note is one of the “5-Year Term Notes” referred to in the Amended and Restated Credit Agreement dated as of the date hereof November 10, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”)12.5. thereof, the Administrative Agent, for its benefit and the benefit other parties thereto, and is subject to, and entitled to, all provisions and benefits thereof. Capitalized terms used herein and not defined herein shall have the respective meanings given to such terms in the Credit Agreement. The Credit Agreement provides for the acceleration of the Lendersmaturity of this 5-Year Term Note upon the occurrence of certain events and for prepayments of 5-Year Term Loans upon the terms and conditions specified therein. Except as permitted by Section 12.5. of the Credit Agreement, this Note may not be assigned by the Issuing Banks Lender to any other person. The Borrower hereby waives presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the Specified Derivatives Providers (part of the Administrative Agentholder hereof shall operate as a waiver of such rights. Time is of the essence for this 5-Year Term Note. THIS 5-YEAR TERM NOTE SHALL BE GOVERNED BY, the LendersAND CONSTRUED IN ACCORDANCE WITH, the Swingline LenderTHE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, the Issuing Banks and the Specified Derivatives ProvidersAND TO BE FULLY PERFORMED, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”)IN SUCH STATE.

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 3026, 2015 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Term Loan Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership PARKWAY PROPERTIES LP (the “Borrower”), TIER REITPARKWAY PROPERTIES, Inc., a Maryland corporation INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 12.5. thereof (the “Lenders”), the Administrative Agent, Agent and the other parties thereto for its benefit and the benefit of the Lenders, the Issuing Banks Lenders and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks Lenders and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower▇▇▇▇▇▇▇▇’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AND RESTATED GUARANTY dated as of June 30December 18, 2015 2014 (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 thereof (the “Lenders”), the Administrative Agent, for its benefit and the benefit of the Lenders, the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. DELETE THIS AMENDED AND RESTATED PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER DELETE THIS PAGE IF NOT APPLICABLE DELETE THIS HEADER BEFORE SENDING TO BORROWER THIS GUARANTY dated as of June 30__________ __, 2015 20__ (this “Guaranty”) executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Restated Credit Agreement dated as of the date hereof November 21, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LPGovernment Properties Income Trust, a Texas limited partnership Maryland real estate investment trust (the “Borrower”), TIER REIT, Inc., a Maryland corporation (the “Parent”), each of the financial institutions party initially a signatory thereto and together with their assignees under Section 13.5 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, Lenders and the Issuing Banks and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, and the Issuing Banks and the Specified Derivatives ProvidersBanks, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).

Finality of Disbursement Requests. Disbursement Requests will be final and will not be subject to stop payment or recall; provided that Administrative Agent may, at Borrower’s request, make an effort to effect a stop payment or recall but will incur no liability whatsoever for its failure or inability to do so. THIS AMENDED AMENDED, RESTATED AND RESTATED CONSOLIDATED GUARANTY dated as of June 30April 1, 2015 2014 (this “Guaranty”) ), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Amended and Amended, Restated & Consolidated Credit Agreement dated as of the date hereof April 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Tier Operating Partnership LP, a Texas limited partnership PARKWAY PROPERTIES LP (the “Borrower”), TIER REITPARKWAY PROPERTIES, Inc., a Maryland corporation INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5 12.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks Bank and the Specified Derivatives Providers (the Administrative Agent, the Lenders, the Swingline Lender, the Issuing Banks Bank, and the Specified Derivatives Providers, each individually a “Guarantied Party” and collectively, the “Guarantied Parties”).