North Tower Mezzanine II, LLC c/o Brookfield Properties

Exhibit 10.19

North Tower Mezzanine II, LLC

c/o Brookfield Properties

000 Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

August 17, 2020

Via Electronic Mail

ORED II Holdings Sub-Holdings 2, LLC

c/o Oaktree Capital Management

XXXxxx@xxxxxxxxxxxxxx.xxx

Attention: Xxx Xxxx

Re:    North Tower Mezzanine II, LLC - 000 X. Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx

Reference is hereby made to that certain loan (with a maximum committed balance of $35,000,000) issued pursuant to that certain Mezzanine B Loan Agreement dated as of September 21, 2018, as amended and assigned (the “Loan Agreement”), between North Tower Mezzanine II, LLC (“Borrower”) and ORED II Holdings Sub-Holdings 2, LLC (“Lender”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement.

            Pursuant to Section 2.9 of the Loan Agreement, Borrower is hereby exercising its option to extend the term of the Loan from the Initial Maturity Date, set to occur October 9, 2020, to the first Extended Maturity Date occurring October 9, 2021 by giving written notice to Lender not more than ninety (90) days, but not less than thirty (30) days, prior to the Initial Maturity Date.

Please feel free to contact Xxxxx Xxxxxxxxx at Xxxxx.xxxxxxxxx@xxxxxxxxxxxxxxxxxxxx.xxx or (212.417.2521) directly with any questions.

Please countersign this letter in the space provided below confirming your approval to the matters contained herein. Thank you.

Very truly yours,

North Tower Mezzanine II, LLC

By:/s/Xxxxx Kirschner

Name: Xxxxx Xxxxxxxxx

Title: Authorized Signatory

Exhibit 10.19

Acknowledged and agreed to by:

LENDER

ORED II HOLDINGS SUB-HOLDINGS 2, LLC

By:__________________________

Name:

Title: