Common use of TAX COMPLIANCE CERTIFICATE Clause in Contracts

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the 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 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and Term the Loan Agreement Agreement, dated as of June 9November 2, 2014 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPThe Xxxxxx Companies, a Delaware limited partnership (Inc., as the “Borrower”), The Bank of Nova Scotia, as the Lenders Administrative Agent, and each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”)thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit 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 the Borrower within the meaning of Section 881(h)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the 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 IRS Form W-8BEN-E, or (ii) an IRS Form W-8ECI W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:: _________ __, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $20[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.EXHIBIT C-3 FORM OF

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Second Amended and Restated Credit and Term Loan Agreement dated as of June 9November 21, 2014 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), ) by and among GPT Property Trust LP, a Delaware limited partnership CyrusOne LP (the “Borrower”), the Lenders from time to time financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders their assignees under §18.1 thereof (the “Administrative Lenders”), KeyBank National Association, as Agent (the “Agent”)) and the other parties thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) §4.4 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 the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. 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. [NAME OF PARTICIPANT] By: Name: Title: Date:: _________ __, 201[20_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the 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 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK._ XXXXXXX X-0

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and the Term Loan Agreement dated as of June 9January 7, 2014 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPXxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time lenders party thereto (each a “Lender” and JPMorgan Chase Bankcollectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 4.13(g) of the Credit 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 the Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________: , 201[_20[ ] ny-1177179 EXHIBIT C-4 O-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and the Term Loan Agreement dated as of June 9January 7, 2014 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPXxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), the Lenders from time to time lenders party thereto (each a “Lender” and JPMorgan Chase Bankcollectively, the “Lenders”) and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 4.13(g) of the Credit 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 to 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 the Borrower within the meaning of Section 881(h)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender Bank 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 W-8IMY accompanied by an IRS Form W-8BEN 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________: , 201[_20[ ] ny-1177179 EXHIBIT D-1 O-4 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVEDTAX COMPLIANCE CERTIFICATE (For Foreign Banks That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Term Loan Agreement dated as of January 7, 2016 (as amended, supplemented or otherwise modified from time to time, the undersigned“Loan Agreement”), GPT PROPERTY TRUST LPamong Xxxx-Xxxx Realty, L.P., a Delaware limited partnership (the “Borrower”), promises to paythe lenders party thereto (each a “Lender” and collectively, without offset or counterclaimthe “Lenders”) and Bank of America, to N.A., as administrative agent for the order of [_______________] Lenders (hereinafterin such capacity, together with its successors in title and permitted assignssuch capacity, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). Pursuant to the provisions of Section 4.13(g) of the Loan Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as amendedwell as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, restated(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)), replaced(iii) with respect to the extension of credit pursuant to this Loan Agreement or any other Loan Document, extendedneither 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, supplemented (iv) none of its direct or otherwise modified indirect partners/members is a ten percent shareholder of the 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 the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from time to timeeach of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the “Credit Agreement”)undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower 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. Capitalized terms used herein and not Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the meanings assigned given to them in the Credit Loan Agreement. Unless otherwise provided herein[NAME OF LENDER] By: Name: Title: Date: , the rules 20[ ] Xxxx-Xxxx Realty Corporation Schedule CBD CBD Properties Property Address City / State Harborside Financial Center 1 Jersey City, NJ Harborside Financial Center 2 Jersey City, NJ Harborside Financial Center 3 Jersey City, NJ Harborside Financial Center 4-A Jersey City, NJ Xxxxxxxxxx Xxxxxxxxx Xxxxxx 0 Xxxxxx Xxxx, XX 000 Xxxxxx Xxxxxx Jersey City, NJ Hyatt Regency Jersey City Jersey City, NJ 0000 X Xxxxxx, XX Xxxxxxxxxx, XX 0000 Xxxxxxxxxxx Xxxxxx, XX Xxxxxxxxxx, XX 000 Xxxxx Xxxxxx — Unit A and Xxxx X Xxx Xxxx, XX Xxxxxx Xxxxxx Philadelphia, PA 000 Xxxxxxxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, XX Schedule EG Eligible Ground Leases Landlord Tenant Property County of interpretation set forth in Article I Westchester Mid-Westchester Realty Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of the Credit Agreement shall be applicable to this Note. Westchester 12 Skyline Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester 14/16 Skyline Realty L.L.C. 00/00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester Mid-Westchester Realty Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX County of Westchester Mid-Westchester Realty Associates L.L.C. 00 Xxxxxxx Xxxxx, Xxxxxxxxx, XX The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance Trustees of Princeton University College Road Realty L.L.C. 000 Xxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX Xxxxxxxxxx Properties, Inc. Xxxx-Xxxx Realty, L.P. 00 X. Xxxxxxx Xxxx, Xxxxxxx, XX Schedule EMPL List of Employee Agreements with the terms Key Management Individuals as of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with[ ], and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.2016

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and Term Loan Agreement dated the credit agreement made as of June 94, 2014 and amended and restated as of March 31, 2016 between Baytex Energy Corp., as Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and the other persons party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as the same may be further amended, restated, extendedmodified, supplemented or otherwise modified in writing from time to timerestated, the “"Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”"). Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 8.5(3) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten 10-percent shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code, Code and (ivd) it is not a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating U.S. Facility Lender with a certificate of its nonNon-U.S. Person status on IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform such U.S. Facility Lender in writing, and (2b) the undersigned shall have at all times furnished such U.S. Facility 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 three 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. [NAME OF PARTICIPANT] By: Name: Title: Date:________________________________________ Name: Title: Date: ________ __, 201[_] ny-1177179 EXHIBIT C-4 __ SCHEDULE K-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and Term Loan Agreement dated the credit agreement made as of June 94, 2014 and amended and restated as of March 31, 2016 between Baytex Energy Corp., as Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and the other persons party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as the same may be further amended, restated, extendedmodified, supplemented or otherwise modified in writing from time to timerestated, the “"Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”"). Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 8.5(3) of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record owner of the participation in respect of which it is providing this certificate, (iib) its direct or indirect partners/members are the sole beneficial owners of such participation, (iiic) 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, (ivd) none of its direct or indirect partners/members is a ten 10-percent shareholder of the U.S. Borrower within the meaning of Section 881(h)(3)(B881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating U.S. Facility Lender with IRS Form W-8IMY (or any successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i1) an IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) or (ii1) an IRS Form W-8ECI W-8IMY (or any successor form) accompanied by an IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) from each of such partner’spartner's/member’s '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 U.S. Facility Lender and (2) the undersigned shall have at all times furnished such U.S. Facility 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 three 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]_____________ Name: Title: Date: ________ __, 20____ SCHEDULE K-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) orReference is hereby made to the credit agreement made as of June 4, if less2014 and amended and restated as of March 31, 2016 between Baytex Energy Corp., as Canadian Borrower, Baytex Energy USA, Inc., as U.S. Borrower, The Bank of Nova Scotia and the other persons party thereto in their capacity as Lenders and the Agent and relating to the establishment of certain credit facilities in favour of the Canadian Borrower and the U.S. Borrower (as the same may be further amended, modified, supplemented or restated, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender "Credit Agreement"). Pursuant to the Borrower provisions of Section 8.5(3) of the Credit Agreement, the undersigned hereby certifies that (a) it is the sole record owner of the Loan(s) under the U.S. Facility (as well as any note(s) evidencing such Loan(s) under the U.S. Facility) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) under the U.S. Facility (as well as any note(s) evidencing such Loan(s) under the U.S. Facility), (c) with respect to the extension of credit pursuant to the Revolving Credit Agreement or any other 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, (d) none of its direct or indirect partners/members is a ten percent shareholder of the U.S. Borrower within the meaning of Section 881(c)(3)(B) of the Code and Term Loan Agreement(e) none of its direct or indirect partners/members is a controlled foreign corporation related to the U.S. Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Agent and the U.S. Borrower with IRS Form W-8IMY (or any successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN (or any successor form, dated as including IRS Form W-8BEN-E) or (b) an IRS Form W-8IMY (or any successor form) accompanied by an IRS Form W-8BEN (or any successor form, including IRS Form W-8BEN-E) from each of June 9, 2014, among such partner's/member's beneficial owners that is claiming the Lenderportfolio interest exemption. By executing this certificate, the Borrowerundersigned agrees that (i) if the information provided on this certificate changes, the other lending institutions named therein undersigned shall promptly so inform the U.S. Borrower and JPMorgan Chase Bankthe Agent, N.A.and (ii) the undersigned shall have at all times furnished the U.S. Borrower and the 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, as administrative agent (or in either of the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”)three calendar years preceding such payments. Capitalized terms used herein and not Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings assigned given to them in the Credit Agreement. Unless otherwise provided herein[NAME OF U.S. FACILITY LENDER] By: ________________________________________ Name: Title: Date: ________ __, 201___ SCHEDULE L SUMMARY OF MATERIAL TERMS OF SECOND LIEN INTERCREDITOR AGREEMENT For the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount purposes of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.Summary:

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and Term the Loan Agreement Agreement, dated as of June 9November 1, 2014 2018 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPThe Xxxxxx Companies, a Delaware limited partnership (the “Inc., as Borrower”), the Lenders PNC Bank, National Association, as Administrative Agent, and each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”)thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the Borrower within the meaning of Section 881(h)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the 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 IRS Form W-8BEN-E, or (ii) an IRS Form W-8ECI W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________: , 201[_20[ ] ny-1177179 EXHIBIT D-1 C-3 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.OF

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving the Second Lien Credit and Term Loan Agreement Agreement, dated as of June 9December 19, 2014 2016 (as amended, restated, extendedamended and restated, supplemented supplemented, or otherwise modified in writing from time to time-to-time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPQES Holdco, a Delaware limited partnership (LLC, certain subsidiaries of the “Borrower”), the Lenders from time to time party thereto thereto, and JPMorgan Chase Bank, N.A.Cortland Capital Market Services LLC, as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 2.11(g) (ii)(E) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the 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 IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8ECI W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________: , 20120[ ] EXHIBIT H-4 [_FORM OF] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership TAX COMPLIANCE CERTIFICATE (the “Borrower”), promises to pay, without offset or counterclaim, For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Second Lien Credit and Term Loan Agreement, dated as of June 9December 19, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) 2016 (as amended, restated, replacedamended and restated, extendedsupplemented, supplemented or otherwise modified from time to time-to-time, the “Credit Agreement”), among QES Holdco, LLC, certain subsidiaries of the Borrower, the Lenders party thereto, and Cortland Capital Market Services LLC, as Administrative Agent. Capitalized terms used herein Pursuant to the provisions of Section 2.11(g)(ii)(E) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code and not (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower 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 IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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 and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower 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 assigned given to them in the Credit Agreement. Unless otherwise provided herein[NAME OF lender] By: Name: Title: Date: , 20[ ] EXHIBIT I [FORM OF] WARRANT AGREEMENT (see attached) SCHEDULE 1.01(b) GUARANTORS ARTICLE XIArcher Leasing and Procurement LLC ARTICLE XIIArcher Pressure Pumping LLC ARTICLE XIIICenterline Trucking, LLC ARTICLE XIVCIS-Oklahoma, LLC ARTICLE XVConsolidated Oil Well Services, LLC ARTICLE XVIConsolidated OWS Management, Inc. ARTICLE XVIIOklahoma Oilwell Cementing Company ARTICLE XVIIIQ Consolidated Oil Well Services, LLC ARTICLE XIXQ Directional MGMT, Inc. ARTICLE XXQES Directional Drilling, LLC ARTICLE XXIQES Pressure Control LLC ARTICLE XXIIQES Wireline LLC ARTICLE XXIIITwister Drilling Tools, LLC Schedule 1.01(b) SCHEDULE 2.01 COMMITMENTS AND PRO RATA SHARES OF THE LENDERS Initial Term Loans Lender Initial Term Loan Commitment Percentage of Total GEVERAN INVESTMENTS LIMITED $ 20,000,000.00 57.14 % XXXXXXXXX QES INVESTMENT LLC $ 10,000,000.00 28.57 % XXXXXX HOLDCO LLC $ 5,000,000.00 14.29 % TOTAL $ 35,000,000.00 100.00 % Delayed Draw Term Loans Lender Commitment Delayed Draw Commitment Percentage XXXXXX HOLDCO LLC $ 5,000,000.00 100.00 % TOTAL $ 5,000,000.00 100.00 % Schedule 2.01 SCHEDULE 4.10 SUBSIDIARIES Subsidiaries of the rules Borrower Equity Interests Owner Subsidiary Outstanding Equity Interests % of interpretation Equity Interests Owned Jurisdiction of Formation Xxxxxxxx Energy Services XX Xxxxxx Pressure Pumping LLC Membership Interests 100 % Delaware QES Pressure Control LLC Membership Interests 100 % Oklahoma Xxxxxx Leasing and Procurement LLC Membership Interests 100 % Texas QES Wireline LLC Membership Interests 100 % Texas Q Consolidated Oil Well Services, LLC Membership Interests 100 % Delaware QES Directional Drilling, LLC Membership Interests 100 % Delaware Q Consolidated Oil Well Services, LLC CIS-Oklahoma, LLC Membership Interests 100 % Delaware Consolidated Oil Well Services, LLC Membership Interests 100 % Delaware Oklahoma Oilwell Cementing Company 900 Shares of Common Stock 100 % Oklahoma Consolidated Oil Well Services, LLC Consolidated OWS Management, Inc. 1,000 Shares of Common Stock 100 % Delaware QES Directional Drilling, LLC Centerline Trucking, LLC Membership Interests 100 % Delaware Twister Drilling Tools, LLC Membership Interests 100 % Delaware Q Directional MGMT, Inc. 1,000 Shares of Common Stock 100 % Delaware Schedule 4.10 SCHEDULE 5.11 BANK ACCOUNTS Company Account Description Bank Name Address City State Zip Acct # QES Directional Drilling, LLC Operating Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0003850102 Twister Drilling Tools, LLC Operating Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0003848973 Centerline Trucking, LLC Operating Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0054031679 Q Directional Mgmt, Inc. Payroll Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0003850420 QES Directional Drilling, LLC Health Insurance Funding JPMorgan Chase Bank, N.A 0 Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx XX 00000 475765753 Xxxxxx Pressure Pumping LLC Checking DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 25328001 QES Pressure Control LLC Checking DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 25288001 QES Pressure Control LLC Checking/Commercial Amegy Bank 0000 Xxxx Xxxx X Xxxxxxx XX 00000 5792626755 QES Wireline, LLC Corp Master Account DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 24408001 QES Wireline, LLC ZBA - A/P Account Bank of New York 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 9034910 QES Wireline, LLC RapidPay Funding Metabank 0000 X Xxxxxxxxx Xxxx Xxxxx Xxxxx XX 00000 0000000000 812 QES Directional Drilling, LLC Checking DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 25456001 Consolidated Oil Well Services LLC Checking - Operating Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 6527 Consolidated OWS Management Inc. Checking - Payroll Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 6578 Consolidated OWS Management Inc. Checking - Health Care Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 0400 Oklahoma Oilwell Cementing Company Checking - Operating Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 5158 Q Consolidated Oil Well Services LLC Cash Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 2585 Schedule 5.11 Xxxxxxxx Energy Services LP Operating Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 0161 Twister Drilling Tools LLC Operating Checking Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 8973 Consolidated Oil Well Services LLC Xxxxx Cash – checking Account Bankof Commerce 000 Xxxx Xxxx Xxxxxxx XX 00000 Ending 9216 Consolidated Oil Well Services LLC Checking Account – utility deposit account RCB Bank 000 X Xxxxxxxx Xxxxxx Xxxxxxx OK 74023 Ending 7184 SCHEDULE 6.01 EXISTING PERMITTED LIENS Lien in favor of Lone Star Industries, Inc., as secured party, filed on August 2, 2016 with the Delaware Department of State as filing # 2016 467 1804 listing Consolidated Oil Well Services, LLC as debtor. Schedule 6.01 SCHEDULE 6.02 EXISTING PERMITTED DEBT Debt pursuant to the Liens listed on Schedule 6.01. Schedule 6.02 SCHEDULE 6.05 EXISTING PERMITTED INVESTMENTS None. Schedule 6.05 SCHEDULE 10.02 ADDRESSES FOR NOTICE Administrative Agent: Cortland Capital Market Services LLC 000 X Xxxxxxxxxx Xx, 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx and Legal Department Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail Address: xxxx.xxxxxx@xxxxxxxxxxxxxx.xxx; xxxxx@xxxxxxxxxxxxxx.xxx Borrower and Guarantors: Xxxxxxxx Energy Services LP 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx Telephone: 000-000-0000 E-mail Address: xxxxxxx@xxxxx.xxx Lenders: Each to its address (or telecopy number) set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the its Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKQuestionnaire.

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For for U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement Agreement, dated as of June May 9, 2014 2017 (as amended, restated, extendedamended and restated, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPSunrun Neptune Portfolio 2016-A, a Delaware limited partnership LLC (the “Borrower”), the financial institutions as Lenders from time to time party thereto and JPMorgan Chase (each individually a “Lender” and, collectively, the “Lenders”), SunTrust Bank, N.A., as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the “Administrative Agent”)) and ING Capital LLC, as LC Issuer. Capitalized terms used herein and not otherwise defined herein have the meanings given to them in the Credit Agreement. Pursuant to the provisions of 2.17(f)(ii)(B)(4) Section 4.09 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a withholding certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable). By executing this withholding certificate, the undersigned agrees that (1) if the information provided on this withholding certificate changes, the undersigned shall promptly so inform such Lender in writingwriting and shall provide it with a new withholding certificate with the correct information, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in IRS Form W-8BEN or IRS Form W-8BEN-E (whichever is applicable)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. [NAME OF PARTICIPANT] By: Name: Title: Date:: _________ __, 20120__ [_***] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent Confidential treatment has been requested for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the Borrower as described in Section 881(c)(3)(C) of the Codebracketed portions. The undersigned confidential redacted portion 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 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 been omitted 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance filed separately with the terms Securities and Exchange Commission. Exhibit D-3 Form of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.Tax Compliance Certificate

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and the Term Loan Agreement Agreement, dated as of June 9December 17, 2014 2021 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Loan Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPThe Xxxxxx Companies, a Delaware limited partnership (Inc., as the “Borrower”), PNC Bank, National Association, as the Lenders Administrative Agent, and each lender from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”)thereto. Pursuant to the provisions of 2.17(f)(ii)(B)(4) of the Credit 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 10 percent shareholder of the Borrower within the meaning of Section 881(h)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the 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 IRS Form W-8BEN-E, or (ii) an IRS Form W-8ECI W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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 Loan Agreement and used herein shall have the meanings given to them in the Credit Loan Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:: _________ __, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $20[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.EXHIBIT C-3 FORM OF

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving the Amended and Restated Credit and Term Loan Agreement dated as of June 9December [__], 2014 2018 (as amended, restated, extendedamended and restated, modified or supplemented or otherwise modified in writing from time to time, and in effect on the date hereof, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPbetween Cambrex Corporation, a Delaware limited partnership (the “BorrowerCompany”)) the Subsidiary Borrowers party thereto, the Subsidiary Guarantors party thereto, the Lenders from time to time party thereto and JPMorgan Chase Xxxxx Fargo Bank, N.A.National Association, as administrative agent Administrative Agent for the Lenders (Lenders. Terms defined in the “Administrative Agent”)Credit Agreement are used herein with the same meanings. Pursuant to the provisions of 2.17(f)(ii)(B)(4) Section 2.16 of the Credit Agreement, the undersigned hereby certifies that (ia) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (iib) it is not a bank “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iiic) it is not a ten “10-percent shareholder shareholder” of the Company or any Subsidiary Borrower (as applicable) within the meaning of Section 881(c)(3)(B) of the Code, Code and (ivd) it is not a “controlled foreign corporation corporation” related to the Borrower Company 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 IRS Form W-8BEN-E, as applicable). By executing this certificate, the undersigned agrees that (1a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, writing and (2b) 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 (2) 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. [NAME OF PARTICIPANT] By: Name: Title: Date:: _________ __, 20120__ Exhibit G-2 Form of U.S. Tax Compliance Certificate (Non-Partnership and Non-Pass-Through Entity Foreign Participants) EXHIBIT G-3 [_] ny-1177179 EXHIBIT C-4 FORM OF Form of U.S. TAX COMPLIANCE CERTIFICATE Tax Compliance Certificate (For Foreign Participants That Are Participant Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein definedPass-Through-Entities), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the 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 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

TAX COMPLIANCE CERTIFICATE. (For Foreign Non-U.S. Participants That Are Not Partnerships or Pass-Through Entities For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving the Credit and Term Loan Agreement Agreement, dated as of June 9October [___], 2014 2015 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPCabot Corporation, a Delaware limited partnership corporation (the “Company”), certain of its Subsidiaries from time to time party thereto (each a “Designated Borrower” and together with the Company, the “Borrowers”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders Administrative Agent (the “Administrative Agent”), Swingline Lender and an Issuing Bank. Pursuant to the provisions of 2.17(f)(ii)(B)(4) Section 2.17 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 “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder shareholder” of the Company or any Borrower within the meaning of Section 881(c)(3)(B871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation corporation” related to the Company or any Borrower as described in Section 881(c)(3)(C) of the Code, and (v) the interest payments in question are not effectively connected with the undersigned’s conduct of a United States trade or business. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form 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, 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 : EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the 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 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.B-3

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving the Second Lien Credit and Term Loan Agreement Agreement, dated as of June 9December 19, 2014 2016 (as amended, restated, extendedamended and restated, supplemented supplemented, or otherwise modified in writing from time to time-to-time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LPQES Holdco, a Delaware limited partnership (LLC, certain subsidiaries of the “Borrower”), the Lenders from time to time party thereto thereto, and JPMorgan Chase Bank, N.A.Cortland Capital Market Services LLC, as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 2.11(g) (ii)(E) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the 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 the 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 IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8ECI W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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. [NAME OF PARTICIPANT] By: Name: Title: Date:__________: , 20120[ ] EXHIBIT H-4 [_FORM OF] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership TAX COMPLIANCE CERTIFICATE (the “Borrower”), promises to pay, without offset or counterclaim, For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Second Lien Credit and Term Loan Agreement, dated as of June 9December 19, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) 2016 (as amended, restated, replacedamended and restated, extendedsupplemented, supplemented or otherwise modified from time to time-to-time, the “Credit Agreement”), among QES Holdco, LLC, certain subsidiaries of the Borrower, the Lenders party thereto, and Cortland Capital Market Services LLC, as Administrative Agent. Capitalized terms used herein Pursuant to the provisions of Section 2.11(g)(ii)(E) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code and not (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower 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 IRS Form W-8BEN-E (as applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form 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 and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower 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 assigned given to them in the Credit Agreement. Unless otherwise provided herein[NAME OF lender] By: Name: Title: Date: , 20[ ] EXHIBIT I [FORM OF] WARRANT AGREEMENT (see attached) SCHEDULE 1.01(b) GUARANTORS ARTICLE XIArcher Leasing and Procurement LLC ARTICLE XIIArcher Pressure Pumping LLC ARTICLE XIIICenterline Trucking, LLC ARTICLE XIVCIS-Oklahoma, LLC ARTICLE XVConsolidated Oil Well Services, LLC ARTICLE XVIConsolidated OWS Management, Inc. ARTICLE XVIIOklahoma Oilwell Cementing Company ARTICLE XVIIIQ Consolidated Oil Well Services, LLC ARTICLE XIXQ Directional MGMT, Inc. ARTICLE XXQES Directional Drilling, LLC ARTICLE XXIQES Pressure Control LLC ARTICLE XXIIQES Wireline LLC ARTICLE XXIIITwister Drilling Tools, LLC Schedule 1.01(b) SCHEDULE 2.01 COMMITMENTS AND PRO RATA SHARES OF THE LENDERS Initial Term Loans Lender Initial Term Loan Commitment Percentage of Total GEVERAN INVESTMENTS LIMITED $ 20,000,000.00 57.14 % XXXXXXXXX QES INVESTMENT LLC $ 10,000,000.00 28.57 % XXXXXX HOLDCO LLC $ 5,000,000.00 14.29 % TOTAL $ 35,000,000.00 100.00 % Delayed Draw Term Loans Lender Commitment Delayed Draw Commitment Percentage XXXXXX HOLDCO LLC $ 5,000,000.00 100.00 % TOTAL $ 5,000,000.00 100.00 % Schedule 2.01 SCHEDULE 4.10 SUBSIDIARIES Subsidiaries of the rules Borrower Equity Interests Owner Subsidiary Outstanding Equity Interests % of interpretation Equity Interests Owned Jurisdiction of Formation Xxxxxxxx Energy Services XX Xxxxxx Pressure Pumping LLC Membership Interests 100 % Delaware QES Pressure Control LLC Membership Interests 100 % Oklahoma Xxxxxx Leasing and Procurement LLC Membership Interests 100 % Texas QES Wireline LLC Membership Interests 100 % Texas Q Consolidated Oil Well Services, LLC Membership Interests 100 % Delaware QES Directional Drilling, LLC Membership Interests 100 % Delaware Q Consolidated Oil Well Services, LLC CIS-Oklahoma, LLC Membership Interests 100 % Delaware Consolidated Oil Well Services, LLC Membership Interests 100 % Delaware Oklahoma Oilwell Cementing Company 900 Shares of Common Stock 100 % Oklahoma Consolidated Oil Well Services, LLC Consolidated OWS Management, Inc. 1,000 Shares of Common Stock 100 % Delaware QES Directional Drilling, LLC Centerline Trucking, LLC Membership Interests 100 % Delaware Twister Drilling Tools, LLC Membership Interests 100 % Delaware Q Directional MGMT, Inc. 1,000 Shares of Common Stock 100 % Delaware Schedule 4.10 SCHEDULE 5.11 BANK ACCOUNTS Company Account Description Bank Name Address City State Zip Acct # QES Directional Drilling, LLC Operating Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0003850102 Twister Drilling Tools, LLC Operating Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0003848973 Centerline Trucking, LLC Operating Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0054031679 Q Directional Mgmt, Inc. Payroll Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 0003850420 QES Directional Drilling, LLC Health Insurance Funding JPMorgan Chase Bank, N.A 0 Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxx XX 00000 475765753 Xxxxxx Pressure Pumping LLC Checking DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 25328001 QES Pressure Control LLC Checking DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 25288001 QES Pressure Control LLC Checking/Commercial Amegy Bank 0000 Xxxx Xxxx X Xxxxxxx XX 00000 5792626755 QES Wireline, LLC Corp Master Account DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 24408001 QES Wireline, LLC ZBA - A/P Account Bank of New York 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 9034910 QES Wireline, LLC RapidPay Funding Metabank 0000 X Xxxxxxxxx Xxxx Xxxxx Xxxxx XX 00000 0000000000 812 QES Directional Drilling, LLC Checking DNB 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx XX 00000 25456001 Consolidated Oil Well Services LLC Checking - Operating Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 6527 Consolidated OWS Management Inc. Checking - Payroll Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 6578 Consolidated OWS Management Inc. Checking - Health Care Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 0400 Oklahoma Oilwell Cementing Company Checking - Operating Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 5158 Q Consolidated Oil Well Services LLC Cash Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 2585 Schedule 5.11 Xxxxxxxx Energy Services LP Operating Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 0161 Twister Drilling Tools LLC Operating Checking Account Amegy Bank 0000 Xxxx Xxx Xxxx Xxxxxxx XX 00000 Ending 8973 Consolidated Oil Well Services LLC Xxxxx Cash – checking Account Bankof Commerce 000 Xxxx Xxxx Xxxxxxx XX 00000 Ending 9216 Consolidated Oil Well Services LLC Checking Account – utility deposit account RCB Bank 000 X Xxxxxxxx Xxxxxx Cushing OK 74023 Ending 7184 SCHEDULE 6.01 EXISTING PERMITTED LIENS Lien in favor of Lone Star Industries, Inc., as secured party, filed on August 2, 2016 with the Delaware Department of State as filing # 2016 467 1804 listing Consolidated Oil Well Services, LLC as debtor. Schedule 6.01 SCHEDULE 6.02 EXISTING PERMITTED DEBT Debt pursuant to the Liens listed on Schedule 6.01. Schedule 6.02 SCHEDULE 6.05 EXISTING PERMITTED INVESTMENTS None. Schedule 6.05 SCHEDULE 10.02 ADDRESSES FOR NOTICE Administrative Agent: Cortland Capital Market Services LLC 000 X Xxxxxxxxxx Xx, 00xx Xxxxx Xxxxxxx, XX 00000 Attn: Xxxx Xxxxxx and Legal Department Telephone: 000-000-0000 Facsimile: 000-000-0000 E-mail Address: xxxx.xxxxxx@xxxxxxxxxxxxxx.xxx; xxxxx@xxxxxxxxxxxxxx.xxx Borrower and Guarantors: Xxxxxxxx Energy Services LP 0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx Telephone: 000-000-0000 E-mail Address: xxxxxxx@xxxxx.xxx Lenders: Each to its address (or telecopy number) set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the its Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORKQuestionnaire.

TAX COMPLIANCE CERTIFICATE. (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is made to that certain Revolving Credit and Term Loan Agreement dated as of June 9, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (the “Borrower”), the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Pursuant to the provisions of 2.17(f)(ii)(B)(4) 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 the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date:__________, 201[_] ny-1177179 EXHIBIT C-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Revolving Credit and Term Loan Agreement Receivables Financing Agreement, dated as of June 9May 17, 2014 2016 among Xxxxxxx Denver Finance II LLC (the “Borrower”), Xxxxxxx Denver, Inc., as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto and PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”; the ). Capitalized terms defined therein being used herein as therein defined), among GPT Property Trust LP, a Delaware limited partnership (and not otherwise defined herein shall have the “Borrower”), meanings assigned to them in the Lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (the “Administrative Agent”)Agreement. Pursuant to the provisions of 2.17(f)(ii)(B)(4Section 5.03(f) 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 the Borrower within the meaning of Section 881(h)(3)(B871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the 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 IRS Form W-8BEN-E or (ii) an IRS Form W-8ECI W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E 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. [NAME OF PARTICIPANTLENDER] By: Name: Title: Date:: _________ __, 201[_20[ ] ny-1177179 EXHIBIT D-1 FORM OF U.S. REVOLVING LOAN NOTE $[__________] [Date] FOR VALUE RECEIVED, the undersigned, GPT PROPERTY TRUST LP, a Delaware limited partnership (the “Borrower”), promises to pay, without offset or counterclaim, to the order of [_______________] (hereinafter, together with its successors in title and permitted assigns, the “Lender”) in care of the Administrative Agent to the Administrative Agent’s address at 00 Xxxxx Xxxxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other address as may be specified in writing by the Administrative Agent to the Borrower, the principal sum of [__________] Dollars ($[____________]) or, if less, the aggregate unpaid principal amount of all U.S. Revolving Loans made by the Lender to the Borrower pursuant to the Revolving Credit and Term Loan Agreement, dated as of June 9, 2014, among the Lender, the Borrower, the other lending institutions named therein and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”) (as amended, restated, replaced, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement. Unless otherwise provided herein, the rules of interpretation set forth in Article I of the Credit Agreement shall be applicable to this Note. The Borrower also promises to pay (a) principal at the times provided in the Credit Agreement and (b) interest from the date hereof on the principal amount unpaid at the rates and times set forth in the Credit Agreement and in all cases in accordance with the terms of the Credit Agreement. Late charges and other charges and default rate interest shall be paid by Borrower in accordance with, and subject to, the terms and conditions of the Credit Agreement. The entire outstanding principal amount of this Note, together with all accrued but unpaid interest thereon, shall be due and payable in full on the Maturity Date. The Lender may endorse the record relating to this Note with appropriate notations evidencing advances and payments of principal hereunder as contemplated by the Credit Agreement. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower in the absence of manifest error; provided, however, that the failure of any Lender to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Payments of both principal and interest are to be made in the currency in which such U.S. Revolving Loan was made and as specified in the Credit Agreement in immediately available funds to the account designated by the Administrative Agent pursuant to the Credit Agreement. This Note is issued pursuant to, is entitled to the benefits of, and is subject to the provisions of the Credit Agreement and the other Loan Documents. The principal of this Note is subject to prepayment in whole or in part without premium or penalty (subject to the provisions of Section 2.16 of the Credit Agreement) in the manner and to the extent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and all other obligations of the Borrower are full recourse obligations of the Borrower. In case an Event of Default shall occur and be continuing, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due ny-1177179 and payable in the manner and with the effect provided in the Credit Agreement. The Borrower 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 Credit Agreement), and also hereby assent to extensions of time of payment or forbearance or other indulgences without notice. THIS NOTE SHALL BE INTERPRETED, AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.Exhibit K-3