From: Jaeger, Bruce █████████████████████>
Sent: Monday, August 14, 2017 3:45 PM
To: jeffrey E.
Subject: Private Bank Lending on REIT Operating Units

Hi Jeffrey-

Thanks for reviewing with me on a no-names basis the=potential opportunity to underwrite a Reg. U bank loan collateralized by p=ivate REIT Operating units. My understanding is that they are convertible =nto freely tradable, publicly-held REIT securities and that the REIT has a market cap in excess of $5 billion= The low cost basis units once converted, may also be subject to certain v=lume limitations, restrictions and disclosure requirements given the size =f the client's holdings. When you provide me with more details regarding the client and REIT, we'd=be happy to take a closer look and share our ideas. In the meantime, below=are some deal points from the two loans we closed for one of our billionai=e real estate clients.

I cannot make any promises about providing a redacte= copy of a tri-party agreement, and it may have terms that are very differ=nt than what this particular GP will provide. That said, as soon as we kno= who the REIT is, I can reach out to our Head of Private Lending who will work with our outside counsel and =auge his experience working with this particular GP. Let me know how you w=sh to proceed. Thank you

Borrower: &=bsp; &nb=p; Individual and private REIT Facility: =nbsp; &n=sp; Up to $70=million and up to $25 million Collateral: = &=bsp; (i) First Priority pledge on Private RE=T Operating Units; if default and &nbs=; &=bsp; &nbs=; =pon Lender request to GP, convertible within 10 days to freely tradable &nbs=; &=bsp; &nbs=; =ecurities of REIT with $50 billion market capitalization

(ii) Tr=-party agreement executed by REIT GP, Borrower and Bank Advance Rate: &nb=p; Up=to 40% and 45% Interest Rate: &=bsp; Und=r 1-month Libor + 2.00% Upfront Fee: &nb=p; =nbsp; 0.50% Unused Fee: &nbs=; &=bsp; 0.25% Term Commitment: =nbsp; 2 years

Purpose: &n=sp; = General "non-=urpose" Repayment: =nbsp; &nb=p; Interest-only; principal due by maturity Legal / Closing Expense: &nbs=; All out-of-pocket =ender expenses reimbursed at Closing Covenants: = &n=sp; Yes</=>

The providing of above information does not re=resent a commitment to lend, expressly or implied, by Stifel Bank or any o= its Affiliates nor is it intended to be legally binding or to give rise t= any relationship.

This message, and any of its attachments, is for the intended recipi=nt(s) only, and it may contain information that is privileged, confidentia=, and/or proprietary and subject to important terms and conditions availab=e at http:=/www.stifel.com/disciosures/emaildisclaimers/ <http://www.stifel.com/disclosures/emaildisdaimersh . If you are not the inte=ded recipient, please delete this message and immediately notify the sende=. No confidentiality, privilege, or property rights are waived or lost by =ny errors in transmission.