The Secured Notes and related guarantees will be secured by: (i) a first priority lien and security interest on the Collateral Properties; and (ii) a first priority lien and security interest on an assignment of rents relating to the Collateral Properties; and (iii) a first priority lien and security interest on the 100% of the equity interests in each of the Collateral Guarantors; and (iv) a junior lien on the Second Lien Properties as a “permitted junior lien” as provided therein (subject to confirmatory due diligence), or the equity interests of the subsidiary obligors pledged in connection therewith (the “Second Lien Collateral”)4; (in each case, subject to customary exceptions and permitted liens) (clauses (i)-(iii), the “First Lien Collateral”, and together with the Second Lien Collateral, the “Collateral”). Each Collateral Guarantor will be subject to restrictions on terms substantially consistent with those set forth in Sections 9.3 (Restrictions on Intercompany Transfer) and 9.4 (Merger, Consolidation, Sales of Assets and Other Arrangements) of the OPI Credit Agreement. “Second Lien Properties” means the 19 fee-owned real properties that secure, on a first lien basis, the Issuer’s Senior Secured Notes issued on June 20, 2024 and October 8, 2024 (the “Exchange Notes”5). Stock Certificates and Powers: All equity to be pledged that is First Lien Collateral shall be certificated, with the original share or membership certificates, as applicable, delivered to the Collateral Agent, along with share or membership powers executed in blank. Termination of Property Management Agreements: All property management agreements with respect to the First Lien Collateral will be subject to termination rights in connection with a foreclosure acceptable to the AHG. Collateral Reporting to Indenture Trustee: Solely following the occurrence and during the continuation of an Event of Default, property-level reporting on a quarterly basis on the First Lien Collateral and Second Lien Collateral , which will include rent rolls, capital commitments, operating statements, cash flow statements and KPIs. Public Collateral Reporting to Secured Noteholders: On a quarterly basis, Issuer will publicly report portfolio-level operating financial metrics and KPIs on the First Lien Collateral properties consistent with current practice on its existing debt collateral pools in its investor presentation and financial supplement, as fully defined in the definitive documentation. Major Leases: Solely following the occurrence and during the continuation of an Event of Default, with respect to the First Lien Collateral, execution of major leases and associated capital commitments subject to approval of Collateral Agent. Definition of major lease to be mutually agreed between AHG and Issuer. Major Lease Reserves: Solely following the occurrence and during the continuation of an Event of Default, with respect to the First Lien Collateral, the Issuer shall establish customary reserves to be held by the Collateral Agent from First Lien Collateral cash flow to cover tenant improvements and leasing commissions associated with approved Major Leases and expiring Major Lease spaces in advance of expiration. Detailed terms to be mutually agreed between the AHG and the Issuer. Collateral Cash Flow Sweep: Solely following the occurrence and during the continuation of an Event of Default, with respect to the First Lien Collateral, all excess First Lien Collateral cash flow (to be defined in a manner to be agreed) after debt service will be held by the Collateral Agent (it being understood that the Issuer may freely utilize such cash). The Issuer will submit all mortgages for the Collateral Properties for recording and obtain lender’s title insurance for all such mortgages at closing. |