Exhibit 10.15


 


EXECUTION VERSION


 


Mortgage Loan No.: 17602


 


MASTER LOAN AGREEMENT


 


between


 


TPHGREENWICH OWNER LLC,


as Borrower


 


and


 


MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,


as Lender and Administrative
Agent


 


Dated as of December 22, 2017


 


Relating to Property Located at:


 


77 Greenwich Street


(also known as 67 Greenwich Street and
28-42 Trinity Place) (Block 19, Lots 11 and 13)


and Air Rights acquired from 81 Greenwich
Street (Block 19, Lot 18)


New York, New York


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE 1 	CERTAIN DEFINITIONS	4
	 	 	 
	Section 1.1	Certain Definitions	4
	 	 	 
	Section 1.2	Interpretation	30
	 	 	 
	ARTICLE 2 	LOAN TERMS	31
	 	 	 
	Section 2.1	The Loan and the Note	31
	 	 	 
	Section 2.2	Interest Rate; Late Charge; Default Rate	32
	 	 	 
	Section 2.3	Terms of Payment	33
	 	 	 
	Section 2.4	Loan Term	34
	 	 	 
	Section 2.5	Prepayment	35
	 	 	 
	Section 2.6	Security	38
	 	 	 
	Section 2.7	Payments	39
	 	 	 
	Section 2.8	LIBOR Provisions	40
	 	 	 
	Section 2.9	Interest Reserve	43
	 	 	 
	Section 2.10	Reserve Account	43
	 	 	 
	Section 2.11	Control Accounts	44
	 	 	 
	ARTICLE 3	DISBURSEMENTS TO BORROWER	45
	 	 	 
	Section 3.1	Funding of Disbursements to Borrower	45
	 	 	 
	Section 3.2	Required Equity	46
	 	 	 
	Section 3.3	Conditions to Disbursements to Borrower	46
	 	 	 
	Section 3.4	Requests for Disbursements to Borrower	53
	 	 	 
	Section 3.5	Disbursements to Borrower for Hard Costs	55
	 	 	 
	Section 3.6	Disbursements for Payment of Interest from the Interest Holdback and Interest Reserve	56
	 	 	 
	Section 3.7	Final Disbursement to Borrower for Hard Costs and Soft Costs	57
	 	 	 
	Section 3.8	Deliveries after Completion of the Construction Work	57
	 	 	 
	Section 3.9	Contingency: Reallocations	58
	 	 	 
	Section 3.10	Developer Fee	59
	 	 	 
	Section 3.11	Balancing; Loan Reserve	59


 




    	 	-i-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 3.12	Manner of Disbursement	60
	 	 	 
	Section 3.13	Expenses, Fees and Interest	60
	 	 	 
	Section 3.14	Use of Funds	60
	 	 	 
	Section 3.15	Responsibility For Application of Funds	60
	 	 	 
	Section 3.16	Governmental Set Asides	61
	 	 	 
	Section 3.17	Punch List Sub Reserve	61
	 	 	 
	Section 3.18	Funding for Deposits	61
	 	 	 
	Section 3.19	Personal to Borrower	61
	 	 	 
	Section 3.20	EB-5 Investments	61
	 	 	 
	Section 3.21	Union Labor	61
	 	 	 
	Section 3.22	Change in Scope of Project	61
	 	 	 
	ARTICLE 4	CONSTRUCTION OF IMPROVEMENTS	62
	 	 	 
	Section 4.1	Commencement and Completion of Construction	62
	 	 	 
	Section 4.2	Change Orders	63
	 	 	 
	Section 4.3	Progress Reports	64
	 	 	 
	Section 4.4	Access to Borrower’s Books and Records	64
	 	 	 
	Section 4.5	Inspections	64
	 	 	 
	Section 4.6	Corrective Work	65
	 	 	 
	Section 4.7	Liens	65
	 	 	 
	Section 4.8	Disputes Endangering Completion	65
	 	 	 
	Section 4.9	Restriction	66
	 	 	 
	Section 4.10	Punch List Items	66
	 	 	 
	Section 4.11	Completion	66
	 	 	 
	ARTICLE 5 	INSURANCE AND CONDEMNATION	66
	 	 	 
	Section 5.1	Insurance Requirements	66
	 	 	 
	Section 5.2	Damage, Destruction and Restoration	70
	 	 	 
	Section 5.3	Condemnation	74
	 	 	 
	ARTICLE 6	 ENVIRONMENTAL MATTERS	75
	 	 	 
	Section 6.1	Terms Incorporated By Reference	75
	 	 	 
	ARTICLE 7 	CERTAIN PROPERTY MATTERS	75


 






    	 	-ii-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 7.1	Lease Covenants and Limitations	75
	 	 	 
	Section 7.2	The Master Lease, Sublease and School Unit Purchase Agreement	77
	 	 	 
	Section 7.3	Intentionally omitted	82
	 	 	 
	Section 7.4	Triparty Agreement	83
	 	 	 
	Section 7.5	Sales and Marketing Agreement/Management Agreement	83
	 	 	 
	Section 7.6	Impositions	83
	 	 	 
	Section 7.7	Operating Expenses	85
	 	 	 
	ARTICLE 8	REPRESENTATIONS, WARRANTIES AND COVENANTS	85
	 	 	 
	Section 8.1	Organization and Authority	85
	 	 	 
	Section 8.2	Maintenance of Existence	86
	 	 	 
	Section 8.3	Title	86
	 	 	 
	Section 8.4	Mortgage Taxes	87
	 	 	 
	Section 8.5	Payment of Liens	87
	 	 	 
	Section 8.6	Representations Regarding Mortgaged Property	87
	 	 	 
	Section 8.7	Operating Accounts	88
	 	 	 
	Section 8.8	Indemnification	88
	 	 	 
	Section 8.9	Estoppel Certificates	88
	 	 	 
	Section 8.10	ERISA	88
	 	 	 
	Section 8.11	Terrorism and Anti-Money Laundering	89
	 	 	 
	Section 8.12	Special Purpose Entity Requirements	90
	 	 	 
	Section 8.13	Notices/Proceedings	93
	 	 	 
	Section 8.14	Business Purpose of Loan	94
	 	 	 
	Section 8.15	Legal Requirements and Maintenance of Mortgaged Property	94
	 	 	 
	Section 8.16	Solvency	95
	 	 	 
	Section 8.17	Interest Rate Cap Agreement	95
	 	 	 
	Section 8.18	Representations Regarding the Construction Work	97
	 	 	 
	Section 8.19	Limitations on Distributions	98
	 	 	 
	Section 8.20	Condominium	98
	 	 	 
	Section 8.21	Sales Pace Covenant	101


 






    	 	-iii-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	ARTICLE 9	FINANCIAL REPORTING	101
	 	 	 
	Section 9.1	Financial Statements; Records	101
	 	 	 
	ARTICLE 10	CONVEYANCES, ENCUMBRANCES AND BORROWINGS	103
	 	 	 
	Section 10.1	Prohibition Against Conveyances, Encumbrances and Borrowing	103
	 	 	 
	Section 10.2	Permitted Transfer	104
	 	 	 
	ARTICLE 11	EVENTS OF DEFAULT	106
	 	 	 
	Section 11.1	Events of Default	106
	 	 	 
	ARTICLE 12	REMEDIES	109
	 	 	 
	Section 12.1	Remedies	109
	 	 	 
	Section 12.2	Lender’s Right to Perform the Obligations	110
	 	 	 
	Section 12.3	Waiver of Marshalling of Assets	110
	 	 	 
	Section 12.4	Advances	110
	 	 	 
	Section 12.5	Participation In Proceedings	111
	 	 	 
	ARTICLE 13	LIMITATIONS ON LIABILITY	111
	 	 	 
	Section 13.1	Limitation on Liability	111
	 	 	 
	ARTICLE 14	MISCELLANEOUS	115
	 	 	 
	Section 14.1	Notices	115
	 	 	 
	Section 14.2	Counterparts	116
	 	 	 
	Section 14.3	Successors and Assigns	117
	 	 	 
	Section 14.4	Joint and Several Liability	117
	 	 	 
	Section 14.5	Captions	117
	 	 	 
	Section 14.6	Further Assurances	117
	 	 	 
	Section 14.7	Severability	117
	 	 	 
	Section 14.8	Borrower’s Obligations Absolute	117
	 	 	 
	Section 14.9	Amendments; Consents	118
	 	 	 
	Section 14.10	Other Loan Documents and Exhibits	118
	 	 	 
	Section 14.11	Merger	118
	 	 	 
	Section 14.12	Time of the Essence	118
	 	 	 
	Section 14.13	Transfer of Loan	118
	 	 	 
	Section 14.14	Cooperation	119


 




    	 	-iv-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	Section 14.15	Register	120
	 	 	 
	Section 14.16	Limitation on Interest	120
	 	 	 
	Section 14.17	Survival	121
	 	 	 
	Section 14.18	WAIVER OF JURY TRIAL	121
	 	 	 
	Section 14.19	Governing Law	121
	 	 	 
	Section 14.20	Consent to Jurisdiction and Venue	121
	 	 	 
	Section 14.21	Intentionally omitted	122
	 	 	 
	Section 14.22	Entire Agreement	122
	 	 	 
	Section 14.23	Pledge and Grant of Security Interest	122
	 	 	 
	Section 14.24	Confidentiality	122
	 	 	 
	Section 14.25	Broker	122
	 	 	 
	Section 14.26	Defaulting Lender	123
	 	 	 
	ARTICLE 15	THE ADMINISTRATIVE AGENT	124
	 	 	 
	Section 15.1	Appointment, Powers and Immunities	124
	 	 	 
	Section 15.2	Reliance by Borrower on Administrative Agent	124
	 	 	 
	Section 15.3	Rights as a Lender	124
	 	 	 
	ARTICLE 16	CONDOMINIUM UNIT RELEASE PROVISIONS	125
	 	 	 
	Section 16.1	The Offering Plan	125
	 	 	 
	Section 16.2	Contracts of Sale	126
	 	 	 
	Section 16.3	Conditions for Release of Units	130
	 	 	 
	Section 16.4	Subordination of Mortgage; Merging of Tax Lots	131


  


	LIST OF EXHIBITS
	 	 	 
	EXHIBIT A	-	LEGAL DESCRIPTION OF PROPERTY
	EXHIBIT B	-	APPROVED BUDGET
	EXHIBIT C	-	RESIDENTIAL UNIT MINIMUM SALES PRICE SCHEDULE
	EXHIBIT D	-	SALES PACE COVENANT
	EXHIBIT E	-	CONSTRUCTION TIMELINE
	EXHIBIT F	-	LIST OF APPROVED PLANS AND SPECIFICATIONS 
	EXHIBIT G	-	FORM OF DRAW REQUEST
	EXHIBIT H	-	BORROWER CERTIFICATION
	EXHIBIT I	-	DISBURSEMENTS FOR DEPOSITS
	EXHIBIT J	-	SURVEY REQUIREMENTS


 






    	 	-v-	 



     


    

 


Table
of Contents


(continued)


 


	 	 	Page


 



	EXHIBIT K	-	PHASE I REQUIREMENTS
	EXHIBIT L	-	LIST OF OPERATING AGREEMENTS
	EXHIBIT M	-	LIST OF EASEMENT AGREEMENTS
	EXHIBIT N	-	BORROWER ORGANIZATIONAL CHART
	EXHIBIT O	-	PROFORMA OPERATING BUDGET
	EXHIBIT P	-	FORM OF ASSIGNMENT OF EXCLUSIVE SALES AGREEMENT
	EXHIBIT Q	-	FORM OF ASSIGNMENT OF MANAGEMENT AGREEMENT
	EXHIBIT R	-	FORM OF CONDOMINIUM DECLARATION AND BYLAWS
	EXHIBIT S	-	FORM OF PURCHASE AGREEMENT DEPOSIT ESCROW AGREEMENT
	EXHIBIT T	-	FORM OF PURCHASE AGREEMENT DEPOSIT ESCROWEE ACKNOWLEDGMENT
	EXHIBIT U	-	BUSINESS PLAN
	EXHIBIT V	-	FORM OF ASSIGNMENT OF INTEREST RATE PROTECTION AGREEMENT
	EXHIBIT W	-	SCHEDULE OF AMORTIZING NOTIONAL AMOUNTS


 




    	 	-vi-	 



     


    

 


MASTER LOAN AGREEMENT


 


This Master Loan Agreement
(this “Agreement”) is entered into as of December 22, 2017 by and between TPHGREENWICH OWNER LLC,
a Delaware limited liability company (“Borrower”) and MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
a Massachusetts corporation (“Lender” and, to the extent applicable pursuant to Article 15, “Administrative
Agent”).


 


RECITALS:


 


A.           Borrower
is the owner of certain real property containing approximately 1.23 acres located at 77 Greenwich Street (also known as 67 Greenwich
Street and 28-42 Trinity Place) designated as Block 19, Lots 11 and 13 in the New York City Tax Map in the City, County and State
of New York as more particularly described on Exhibit A attached hereto (the “Land”) and the existing
improvements located thereon. The Land is part of a “zoning lot”, as defined in the Zoning Resolution of the City of
New York consisting of the Land and the parcel of real property designated on the New York City Tax Map in the City, County and
State of New York as Lot 18, Block 19.


 


B.           Borrower
and the New York City School Construction Authority, a public benefit corporation of the State of New York (the “SCA”)
are parties to (i) that certain School Design, Construction, Funding and Purchase Agreement dated as of the date hereof, together
with that certain letter agreement dated as of the date hereof between Borrower and SCA (collectively, as amended, supplemented
or otherwise modified from time to time in accordance with the terms of this Agreement, the “School Unit Purchase Agreement”)
pursuant to which Borrower shall, inter alia, complete the construction of the School Improvements (as defined below), (ii)
that certain Agreement of Lease dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in
accordance with the terms of this Agreement, the “Master Lease”) pursuant to which Borrower, as landlord,
ground leases the Land to the SCA, as tenant, subject to Borrower’s right to perform its obligations under the School Unit
Purchase Agreement and the Sublease, and (iii) that certain Sublease dated as of the date hereof (as amended, supplemented or otherwise
modified from time to time in accordance with the terms of this Agreement, the “Sublease”) pursuant to
which the SCA, as sublandlord, subleases the Land excluding what is intended to be the School Unit to Borrower, as subtenant.


 


C.           Borrower
intends to construct (i) a new mixed-use building containing approximately 300,400 square feet of gross floor area on the Land
(the “Building”) which Building shall include (1) approximately 207,000 square feet of gross floor area
of residential space to be located predominantly on portions of floors 11 through 38 (the “Residential Improvements”),
(2) the core and shell of the approximately 86,000 square feet of gross floor area of school improvements to be located predominantly
on a portion of the cellar and ground floor and portions of floors 2 through 8 of the Building as more particularly described in
the School Unit Purchase Agreement (the “School Improvements”), the completion of such School Improvements
to include, without limitation (a) certain modifications to the existing Robert and Anne Dickey House which has been designated
a landmark by the New York City Landmarks Preservation Commission (the “Dickey House”), (b) certain modifications
to the exterior of the Dickey House, and (c) the incorporation of a portion of the Dickey House into the School Unit, (3) approximately
4,900 square feet of gross floor area for retail space to be located on a portion of the cellar and ground floor of the Building
(the “Retail Improvements”), and (ii) construction of a new subway stair and/or elevator entrance on
Trinity Place pursuant to the terms and conditions of the Transit Improvement Agreement (the “Subway Entrance”;
together with the Building, the “Improvements”). The construction work contemplated by the Approved Plans
and the 100% School Base Building CD’s, including without limitation, the construction of the Improvements is referred to
herein collectively as the “Project”.


 




     


     


    

 


D.           The
Improvements are to be (i) constructed substantially in accordance with the Approved Plans, including without limitation, the 100%
School Base Building CD’s, pursuant to a certain Construction Management Agreement dated March 16, 2017 by and between Borrower,
as owner, and Gilbane Residential Construction LLC (the “Contractor”), as construction manager, as amended
by that certain Amendment No. 1 to Agreement between Owner and at Risk Construction Manager for Construction of 42 Trinity Place,
New York, New York dated October 24, 2017 (as the same may be amended, modified, supplemented or replaced, from time to time, in
accordance with this Agreement, the “Construction Contract”), and substantially in accordance with the
Business Plan and the Approved Budget, and (ii) Completed prior to the Completion Date.


 


E.           Upon
substantial completion of the School Improvements pursuant to the School Unit Purchase Agreement, the Project shall be submitted
to the provisions of the Condominium Act to create a condominium of the Project (excluding the Subway Entrance) which shall be
governed by and subject to the provisions of this Agreement, the Condominium Laws and the Condominium Documents. The Condominium
shall initially be comprised of the following Condominium Units: (i) one (1) residential condominium unit (the “Residential
Unit”) containing the Residential Improvements, which Residential Unit may be further subdivided subject to the terms
of this Agreement into not fewer than ninety (90) and not greater than ninety-three (93) residential condominium units in connection
with the Residential Subdivision (each such subdivided residential unit being herein referred to as a “Subdivided Residential
Unit”; and collectively, the “Subdivided Residential Units”), (ii) one (1) school condominium
unit containing the School Improvements (the “School Unit”), and (iii) one (1) retail condominium unit
containing the Retail Improvements (the “Retail Unit”; together with the Residential Unit (or the Subdivided
Residential Units subsequent to the Residential Subdivision, as the case may be) and the School Unit, the “Condominium
Units” and each, a “Condominium Unit”). Simultaneously therewith, (i) Borrower shall convey
its fee interest in the School Unit to the SCA in accordance with the provisions of the School Unit Purchase Agreement, (ii) the
Master Lease and Sublease shall terminate and terminations of the memoranda thereof shall be recorded in the Register’s Office,
and (iii) the Loan Documents may be amended (to reference the termination of the leasehold and subleasehold interests created under
the Master Lease and Sublease, to reflect the conversion of the Premises to Condominium Units and their appurtenant interests,
and to secure development and declarant rights).


 




    	 	-2-	 



     


    

 


F.           In
order to finance the development of the Project and the construction of the Improvements, Borrower has applied to Lender for a
loan and subject to the terms of this Agreement and the other Loan Documents, Lender has agreed to make (i) a Term Loan to Borrower
in the original principal amount of $32,302,285.00, (ii) a Building Loan to Borrower in the maximum principal amount of up to $128,197,878.00
to reimburse Borrower for (or to pay directly) certain construction costs in connection with the construction of the Improvements
on the Land in accordance with the Approved Plans, and (iii) a Project Loan to Borrower in the maximum principal amount of up to
$28,999,837.00 to reimburse Borrower for (or to pay directly) certain other costs incurred by Borrower in connection with the construction
of the Improvements on the Land in accordance with the Approved Plans, each such loan which shall be secured, in part, by all of
Borrower’s assets.


 


G.           Under
the terms of the School Unit Purchase Agreement, the SCA is obligated to make the following payments to the Borrower in connection
with the completion of the School Unit: an amount equal to the aggregate of (i) $41,546,032.00 in monthly installments beginning
on the Closing Date in accordance with the guidelines set forth in Exhibit H of the School Unit Purchase Agreement (collectively,
the “Land Value Payment”) representing SCA’s payment to Borrower for a portion of the Land value
determined in accordance with Exhibit G of the School Unit Purchase Agreement, (ii) Pre-Development Costs, interest on SCA’s
allocable share of Pre-Development Costs, and all soft costs incurred for the School Improvements more particularly set forth in
Exhibit O of the School Unit Purchase Agreement in an amount equal to $6,912,523 (as such amount may be adjusted pursuant
to the terms of the School Unit Purchase Agreement, the “School Base Building Soft Costs”), as such School
Base Building Soft Costs have been allocated to the School Improvements in accordance with Exhibit G of the School Unit
Purchase Agreement (the “School Base Building Soft Cost Payment”), (iii) a construction supervision fee
(the “School Construction Supervision Fee”) of five percent (5%) of each Requisition (as defined in the
School Unit Purchase Agreement) (subject to the holdback provisions of Section 5.02(f) of the School Unit Purchase Agreement)
payable by the SCA in periodic installments in accordance with and subject to the guidelines set forth in Exhibit H of the
School Unit Purchase Agreement (the “School Construction Supervision Fee Payment”), and (iv) up to $50,933,787.00
payable based on percentage completion (as such amount may be adjusted pursuant to the terms of the School Unit Purchase Agreement,
the “School Base Building Hard Cost Payment”; together with the Land Value Payment, the School Construction
Supervision Fee Payment, the School Base Building Soft Cost Payment and any other payment made by the SCA under the School Unit
Purchase Agreement, the “School Cost Payments”) to pay Borrower SCA’s portion of hard costs attributable
to the School Improvements in accordance with Exhibit G of the School Unit Purchase Agreement (excluding the School Construction
Supervision Fee and the Land Value Payment, the “School Base Building Hard Costs”; together with the
Pre-Development Costs, the School Base Building Soft Costs, and any other Public School Project Costs, the “School
Costs”). As a condition to making the Loan, Lender has required that all amounts required to be paid by the SCA under
the School Unit Purchase Agreement representing Land Value Payments and School Construction Supervision Fee Payments be deposited
into the School Purchase Control Account and that all remaining amounts required to be paid by the SCA under the School Unit Purchase
Agreement (including, without limitation, the Pre-Development Costs, the School Base Building Soft Costs and the School Base Building
Hard Costs) be deposited into the School Cost Control Account pursuant to the terms of this Agreement and the Triparty Agreement.


 


H.           The
Recitals are a material part of this Agreement.


 




    	 	-3-	 



     


    

 


NOW, THEREFORE, in consideration
of the terms and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and agreed to, the parties agree to be bound as follows:




 


ARTICLE
1



CERTAIN DEFINITIONS


 


Section 1.1           Certain
Definitions. As used in this Agreement, the following terms shall mean:


 


“100% School
Base Building CD’s” is defined in the School Unit Purchase Agreement.


 


“Acceleration
Event” is defined in Section 2.5(b).


 


“Acceptable
Invoice” means an invoice or bill that (i) is in writing, (ii) contains the vendor’s name and address, (iii)
contains the Project name and location, and (iv) except in the case of the initial Draw Request, is dated not more than 90 days
prior to the date of the applicable Draw Request.


 


“Access Laws”
means the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all state and local laws and ordinances
related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the
Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities, as may heretofore or hereafter may be amended.


 


“ACH”
is defined in Section 2.7(a).


 


“Actual Debt
Service” means with respect to any particular period of time, principal (if applicable) and interest payments made
under the Notes and this Agreement for such period.


 


“Additional
Equity” means amounts credited to Borrower as additional equity contributions after the Closing Date as provided
hereunder and which will include, without limitation, the SCA Contributed Equity.


 


“Adjusted Rate”
means the Federal Funds Rate as such Federal Funds Rate may change from time to time, plus the Rate Spread.


 


“Administrative
Agent” means Massachusetts Mutual Life Insurance Company, or any successor pursuant to Article 15.


 


“Administrator”
means PNC Bank, N.A.


 


“Advances”
means (other than (i) Loan proceeds, (ii) equity contributed by Borrower to the Project, (iii) School Cost Payments, and (iv) all
other amounts funded by Borrower or any Affiliate thereof) all amounts of money advanced or paid and all costs and expenses incurred
by Administrative Agent or Lender, as provided in this Agreement or in any other Loan Document, upon failure of Borrower to pay
or perform any obligation or covenant contained herein or in such other Loan Document.


 




    	 	-4-	 



     


    

 


“Affiliate”
means any Person Controlled by, in Control of or under common Control with any other Person.


 


“Agreement”
means this Master Loan Agreement, as amended from time to time.


 


“Anti-Money
Laundering Laws” means the USA Patriot Act of 2001, as amended, the Bank Secrecy Act, as amended, Executive Order
13324 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,
as amended, and other federal laws and regulations and executive orders administered by OFAC which prohibit, among other things,
the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals
(such individuals include OFAC Prohibited Persons), specially designated nationals, specially designated narcotics traffickers
and other parties subject to OFAC sanction and embargo programs), and such additional laws and programs administered by OFAC which
prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on
any of the OFAC lists.


 


“Application”
means the Term Sheet dated as of April 5, 2017, executed by or on behalf of Borrower and Lender for the Loan.


 


“Approved Budget”
means the Line Item breakdown of the total direct and indirect costs of the Project attached hereto as Exhibit B and made
a part hereof, including all Hard Costs, all Soft Costs and the Interest Holdback under the Loan, as the same shall be amended
by Lender from time to time to reflect (i) Change Orders approved by Lender in accordance with this Agreement or that do not require
Lender’s approval hereunder and (ii) reallocations of Available Cost Savings and from the Contingency Line Item which are
expressly permitted in accordance with the terms of this Agreement.


 


“Approved Form
of Contract of Sale” is defined in Section 16.2(a).


 


“Approved Plans”
means the final signed architectural, civil, structural, foundation, plumbing, electrical and mechanical plans and specifications
listed on Exhibit F, as the same may be amended and supplemented from time to time in accordance with Section 3.3(a)(ii)
and to reflect Change Orders approved by Lender (or which do not require Lender’s approval) in accordance with the terms
of this Agreement.


 


“Appurtenances”
is defined in the Granting Clauses of the Mortgage.


 


“Architect”
means FXFowle Architects, LLP, and any other architect for the construction of the Improvements approved by Lender (which approval
shall not be unreasonably withheld, conditioned or delayed).


 




    	 	-5-	 



     


    

 


“Architect’s
Consent” means the consent executed and delivered by the Architect to Lender in connection with the Loan, pursuant
to which the Architect has, among other things, consented to the assignment of the Architect’s Contract from Borrower to
Lender.


 


“Architect’s
Contract” means that certain Architectural Services Agreement dated as of December 18, 2015 between Borrower and
Architect, as may be amended, supplemented or otherwise modified, from time to time, in accordance with this Agreement or any other
contract between Borrower and Architect approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed).




 


“Assignment
of Architect Contract” means the Assignment of Architect Contract of even date herewith from Borrower to Lender,
as it may be amended, supplemented or otherwise modified, from time to time.


 


“Assignment
of Construction Contract” means the Assignment of Construction Contract of even date herewith from Borrower to Lender,
as it may be amended, supplemented or otherwise modified, from time to time.


 


“Assignment
of Demolition Contract” means the Assignment of Demolition Contract of even date herewith from Borrower to Lender,
as it may be amended, supplemented or otherwise modified, from time to time.


 


“Assignment
of Design Contract” means the Assignment of Interior Design and Architectural Services Agreement of even date herewith
from Borrower to Lender, as it may be amended, supplemented or otherwise modified, from time to time.


 


“Assignment
of Engineer’s Contract” means collectively, (i) with respect to the Stantec Contract, the Assignment of Professional
Services Agreement of even date herewith from Borrower to Lender, as it may be amended, supplemented or otherwise modified, from
time to time, (ii) with respect to the Langan Contract, the Assignment of Engineer’s Contract of even date herewith from
Borrower to Lender, as it may be amended, supplemented or otherwise modified, from time to time, and (iii) with respect to the
Tomasetti Contract, the Assignment of Engineer’s Contract of even date herewith from Borrower to Lender, as it may be amended,
supplemented or otherwise modified, from time to time.


 


“Assignment
of Exclusive Sales Agreement” means the Assignment and Subordination of Exclusive Sales and Marketing Agreement to
be executed by Borrower, Lender and the Sales Agent in connection with the Loan substantially in the form attached hereto as Exhibit
P, pursuant to which the Sales Agent shall, among other things, consent to the assignment and subordination of the Sales Agreement.


 


“Assignment
of Leases and Rents” means collectively, the Term Loan Assignment of Leases and Rents, the Building Loan Assignment
of Leases and Rents and the Project Loan Assignment of Leases and Rents.


 




    	 	-6-	 



     


    

 


“Assignment
of Licenses and Contracts” means the Assignment of Licenses, Permits, Approval, Contracts and Agreements of even
date herewith from Borrower to Lender, as it may be amended, modified, consolidated or extended from time to time.


 


“Assignment
of Management Agreement” means the Assignment and Subordination of Management Agreement to be executed by and among
Borrower, Lender and the Property Manager in connection with the Loan substantially in the form attached hereto as Exhibit Q,
pursuant to which the Property Manager shall, among other things, consent to the assignment and subordination of the Management
Agreement.




 


“Assignment
of Rate Cap Agreement” is defined in Section 8.17(d).


 


“Assignment
of Services Contract” means the Assignment of Services Contract of even date herewith from Borrower to Lender, as
it may be amended, supplemented or otherwise modified, from time to time.


 


“Assumed Debt
Service” means the product of the most recent regularly scheduled monthly payment of interest on the Loan and the
applicable number of months for which the Assumed Debt Service is being calculated; provided, however, Assumed Debt Service shall
be measured at the maximum interest rate as set forth in the Interest Rate Cap Agreement or if no Interest Rate Cap Agreement is
required or in place then the greater of the then current Contract Rate and nine and 25/100 percent (9.25%).


 


“Attorney General”
means the New York State Office of the Attorney General, Department of Law, Real Estate Finance Bureau.


 


“Available
Cost Savings” means any cost savings achieved by Borrower with respect to any Line Item in the Approved Budget which
has not previously been reallocated as permitted in this Agreement. Borrower shall not be deemed to have achieved any cost savings
in any Line Item in the Approved Budget unless the work or the materials to which those cost savings relate has been completed
or purchased in accordance with the requirements of this Agreement or until such cost savings have been otherwise documented to
the reasonable satisfaction of Lender.


 


“Bankruptcy
Proceeding” means any proceeding, action, petition or filing under the Federal Bankruptcy Code or any similar state
or federal law now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement or adjustment
of debts.


 


“Barings”
means Barings LLC, a Delaware limited liability company.


 


“Borrower”
is defined in the introductory paragraph on page one of this Agreement, and also includes any subsequent owner of the Mortgaged
Property and its or their respective permitted successors and assigns.


 


“Borrower Certification”
means a certification in the form attached to this Agreement as Exhibit H, together with all accompanying documentation
reasonably required by Lender.


 


“Building”
is defined in paragraph C of the Recitals.


 






    	 	-7-	 



     


    

 


“Building Loan”
means that certain loan evidenced by the Building Loan Note in the maximum principal amount of up to $128,197,878.00 made by Lender
to Borrower to finance Hard Costs, which Building Loan is secured by, among other things, the Building Loan Mortgage.


 


“Building Loan
Advance(s)” is defined in Section 2.1(b).


 


“Building Loan
Agreement” means that certain Building Loan Agreement of even date herewith between Borrower and Lender, as the same
may be amended, restated, or modified from time to time.


 


“Building Loan
Assignment of Leases and Rents” means the Building Loan Assignment of Leases and Rents from Borrower to Lender of
even date herewith, as the same may be amended, modified, consolidated or extended from time to time.


 


“Building Loan
Documents” means collectively, this Agreement, the Building Loan Agreement, the Building Loan Note, the Building
Loan Mortgage, the Building Loan Assignment of Leases and Rents, the Environmental Indemnification Agreement, the Recourse Guaranty
Agreement, the Completion Guaranty, the Equity Funding Guaranty, the Carry Guaranty, and all other documents now or hereafter executed
by Borrower, Indemnitor or any other Person to evidence or secure the repayment of the Indebtedness or the performance of Borrower
in connection with the Building Loan.


 


“Building Loan
Interest Holdback” is defined in Section 3.6.


 


“Building Loan
Note” means that certain Building Loan Promissory Note of even date herewith executed and delivered by Borrower to
Lender in the original principal amount of up to $128,197,878.00, as the same may be modified, amended, split, consolidated, replaced,
substituted or extended from time to time.


 


“Building Loan
Mortgage” means the Fee and Leasehold Building Loan Mortgage, Assignment of Leases and Rents, Security Agreement
and Fixture Filing of even date herewith executed by Borrower in favor of Lender, as the same may be modified, amended, split,
consolidated, replaced, substituted or extended from time to time.


 


“Bulk Sale”
means the sale of more than five Subdivided Residential Units to any one Residential Unit Purchaser.


 


“Breakage Fee”
is defined in Section 2.5(a)(iii).


 


“Business Day”
means any day other than a Saturday, Sunday or other day on which national banks in the State are not open for business.


 


“Business Plan”
means the business plan as shown on Exhibit U attached hereto and made a part hereof, as the same is updated annually by
Borrower in accordance with the provisions of Section 9.1(a)(i) and approved by Lender (not to be unreasonably withheld,
conditioned or delayed other than with respect to requests to amend the Major Points of Business Plan, which may be granted or
withheld in Lender’s sole and absolute discretion), and such other updates as approved by Lender (not to be unreasonably
withheld, conditioned or delayed other than with respect to requests to amend the Major Points of Business Plan, which may be granted
or withheld in Lender’s sole and absolute discretion).


 






    	 	-8-	 



     


    

 


“Bylaws”
means the by-laws of the Condominium approved by Lender in the form attached as part of Exhibit R, which by-laws shall be
attached as an exhibit to the Declaration, as the same may be amended or modified from time to time in accordance with the terms
and provisions of this Agreement.


 


“Carry Guaranty”
means the Carry Guaranty of even date herewith from Indemnitor for the benefit of Lender, as amended from time to time.


 


“Change Order”
is defined in Section 4.2.


 


“Closed Period
Prepayment Fee” is defined in Section 2.5(b).


 


“Closed Prepayment
Date” is defined in Section 2.5(a).


 


“Closed Refinancing
Prepayment Date” is defined in Section 2.5(a).


 


“Closing Date”
means the date that the Loan (or the initial portion thereof) is advanced to Borrower.


 


“Collateral”
is defined in the Granting Clauses of the Mortgage.


 


“Collusive
Insolvency” is defined in Section 13.1(c).


 


“Comparable
Condominium Projects” means first class condominium projects located in Manhattan that are comparable to the Project
in location, price, size, facilities, amenities and quality.


 


“Completion”,
“Complete” or “Completed” means the substantial completion of the Project and
Construction Work (excluding SCA Pre- and Post-Turnover Work) free and clear of mechanics’ liens and comparable liens (other
than those that have been bonded, otherwise discharged or are being contested pursuant to Section 4.7 hereof) in accordance with
the Approved Budget (taking into account Available Cost Savings and permitted reallocations from Contingency as set forth in Section
3.9), the Approved Plans, with all necessary Permits and certificates of occupancy for the Subdivided Residential Units (which
may be temporary) and in compliance in all material respects with all applicable Legal Requirements and Permits, and subject only
to the completion of Punch List Items. Completion shall specifically require that the Condominium Documents (other than the Offering
Plan) have been submitted for recordation in Register’s Office, the School Unit has been conveyed to the SCA in accordance
with the School Unit Purchase Agreement, the Master Lease and the Sublease have been terminated and terminations of the memoranda
thereof have been recorded in the Register’s Office, and that the Borrower has satisfied all of its obligations under the
School Unit Purchase Agreement (other than the SCA Pre- and Post-Turnover Work and any obligation that the SCA has waived).


 






    	 	-9-	 



     


    

 


“Completion
Date” means June 19, 2021, as the same may be extended to the Outside Completion Date solely due to Force Majeure.


 


“Completion
Guaranty” means the Guaranty of Completion and Payment of even date herewith from Indemnitor for the benefit of Lender,
as amended from time to time.


 


“Condominium”
means the condominium to be established by Borrower pursuant to the Condominium Declaration consisting of the Condominium Units
and common elements and limited common elements described therein, in accordance with the terms and conditions of this Agreement.


 


“Condominium
Act” means Article 9-B of the New York Real Property Law (339-d et seq.), together with the administrative rules
promulgated thereunder, and all amendments and replacements thereof, and all regulations with respect thereto now or hereafter
promulgated.


 


“Condominium
Association” means the condominium association to be established pursuant to the Condominium Documents.


 


“Condominium
Board of Managers” means the persons to be responsible for the administration and operation of the Condominium Association
who are to be designated by the Unit Owners in accordance with the Bylaws of the Condominium to be attached to the Declaration.


 


“Condominium
Documents” means, collectively, the Declaration, the Bylaws, the Condominium Plans, the Offering Plan, drawings and
any other documents relating to the submission of the Improvements to the condominium form of ownership and the regulation and
administration of the Improvements after submission, all of which must be reasonably acceptable to Lender and accepted for filing
by any agency whose approval and acceptance is required by the Condominium Laws, including without limitation, the Attorney General.


 


“Condominium
Laws” means all applicable local and state laws, rules and regulations which affect the establishment and maintenance
of condominiums in the State and the offering and sale of condominiums in the State, including, without limitation, the Condominium
Act and the Martin Act, as same may be amended and in effect from time to time.


 


“Condominium
Plans” means the floor plans of the Condominium Units to be prepared and certified by the Architect and to be approved
by the Tax Map Unit and filed in the Division of Land Records Office of the Department of Finance of the City of New York, and
also filed in the Register’s Office as a Condominium Plan, all in accordance with the terms and conditions of this Agreement.


 


“Condominium
Unit” is defined in paragraph E of the Recitals.


 


“Construction
Contract” is defined in paragraph D of the Recitals.


 


“Construction
Work” means the construction of the Project in accordance with the Approved Plans, which includes, without limitation,
the construction of the Improvements.


 






    	 	-10-	 



     


    

 


“Contingency
Line Item” is defined in Section 3.9.


 


“Contractor”
is defined in paragraph D of the Recitals.


 


“Contract Rate”
is defined in Section 2.2(a).


 


“Control”
means the power to direct the decision-making, management and policies of a Person, directly or indirectly, whether through the
ownership of voting securities, by contract, relation to individuals or otherwise; and the terms “Controlling” or “Controlled”
have meanings correlative to the foregoing.


 


“Control Account(s)”
means collectively, (i) the School Cost and Purchase Control Account, (ii) the School Purchase Control Account, (iii) the School
Cost Control Account, (iv) any deposit account established pursuant to Section 2.11(d), and (v) any other control account
established for the benefit of Lender in accordance with the terms of this Agreement.


 


“Control Agreement”
means collectively, any deposit control account established in connection with the Loan and controlled by Lender, which may be
subject to the terms of a deposit account control agreement in a form reasonably acceptable to Lender, to be executed and delivered
by Borrower, Lender and the bank at which the account that is the subject of such agreement is held, as each of the foregoing may
be amended, restated, replaced, supplemented or otherwise modified from time to time.


 


“Control Bank”
means as of the date hereof, PNC Bank, N.A., so long as it satisfies the Rating Criteria, or any other bank designated by Lender
and reasonably acceptable to Borrower that satisfies the Rating Criteria.


 


“Conversion
Costs” is defined in Section 2.8(c).


 


“Conveyance”
is defined in Section 10.1.


 


“CP”
is defined in the School Unit Purchase Agreement.


 


“Cure Notice”
is defined in Section 11.1(c).


 


“Current LIBOR”
is defined in Section 2.5(a)(iii).


 


“Declaration”
means the declaration establishing a plan for condominium ownership approved by Lender in the form attached as Exhibit R
in accordance with the terms and conditions of Section 8.20 of this Agreement and to be recorded in the Register’s
Office, all in conformance with the Condominium Act, with such modifications thereto as shall be approved by Lender in accordance
with this Agreement.


 


“Default Rate”
is defined in Section 2.2(c).


 


“Defaulting
Lender” means any Lender that fails or refuses to perform its obligation to fund its share of a Disbursement to Borrower
in accordance with the terms and conditions of this Agreement within the time period specified for such funding and such failure
or refusal continues for a period of ten (10) Business Days following written notice from Borrower to said Lender and to the Administrative
Agent.


 






    	 	-11-	 



     


    

 


“Deficiency
Amount” is defined in Section 5.2(d)(iv).


 


“Demolition
Contract” means that certain AIA101-2007 Standard Form of Agreement Between Owner and Contractor executed as of March
30, 2016 between Borrower and Demolition Contractor, as may be amended, supplemented or otherwise modified, from time to time,
in accordance with this Agreement or any other contract between Borrower and Demolition Contractor approved by Lender under this
Agreement.


 


“Demolition
Contractor” means Alba Services, Inc., and any other demolition contractor approved by Lender under this Agreement.


 


“Demolition
Contractor’s Consent” means the consent executed and delivered by the Demolition Contractor to Lender in connection
with the Loan, pursuant to which the Demolition Contractor has, among other things, consented to the assignment of the Demolition
Contract from Borrower to Lender.


 


“Designer”
means Deborah Berke & Partners Architects LLP, and any other designer approved by Lender under this Agreement.


 


“Designer’s
Consent” means the consent executed and delivered by the Designer to Lender in connection with the Loan, pursuant
to which the Designer has, among other things, consented to the assignment of the Designer’s Contract from Borrower to Lender.


 


“Designer’s
Contract” means that certain Agreement for Interior Design and Architecture Services dated as of August 5, 2015 between
Borrower and Designer, as may be amended, supplemented or otherwise modified, from time to time, in accordance with this Agreement
or any other contract between Borrower and Designer approved by Lender under this Agreement.


 


“Developer
Event of Default” means any event of default by Borrower under the Triparty Agreement, the School Unit Purchase Agreement,
the Master Lease or the Sublease, following any required notice to Borrower and following the expiration of any applicable cure
periods specified therein.


 


“Developer
Fee” is defined in Section 3.10.


 


“Dickey House”
is defined in paragraph C of the Recitals.


 


“Disbursement
to Borrower” means the disbursement of Funds by Lender to Borrower in accordance with the provisions of Article
3, from the Loan Reserve, Reserve Account or as a Loan Advance.


 


“Disbursement
Date” is defined in Section 3.1(b).


 






    	 	-12-	 



     


    

 


“Dollars”
and “$” means lawful money of the United States of America.


 


“Draw Request”
means a request for payment in the form attached to this Agreement as Exhibit G, together with all accompanying documentation
reasonably required by Lender.


 


“Easement Agreements”
is defined in Section 8.3.


 


“Easements”
is defined in Section 8.3.


 


“Engineer”
means collectively, Stantec Consulting Services Inc. (“Stantec”), Langan Engineering, Environmental,
Survey and Landscape Architecture, DPC (“Langan”) and Thornton Tomasetti, Inc. (“Tomasetti”)
or any substitute or replacement engineer designated by Borrower and approved by Lender (which approval shall not be unreasonably
withheld, conditioned or delayed).


 


“Engineer’s
Consent” means the consent executed and delivered by each Engineer to Lender in connection with the Loan, pursuant
to which each Engineer has, among other things, consented to the assignment of the applicable Engineer’s Contract from Borrower
to Lender.


 


“Engineer’s
Contract” means collectively, (i) that certain Professional Services Agreement dated March 13, 2017 by and between
Borrower, as Owner, and Stantec, as Consultant (the “Stantec Contract”), (ii) that certain Proposal to
Owner dated September 10, 2015 from Langan and agreed to by Borrower, as supplemented by that certain letter agreement dated November
5, 2015 from Borrower to Langan (the “Langan Contract”), (iii) that certain Letter Agreement dated December
18, 2015 by and between Borrower, as Owner, and Tomasetti, as Consultant, as supplemented by that certain Proposal to Provide Engineering
Services dated August 9, 2017 accepted by Colliers International, as agent for Borrower (the “Tomasetti Contract”),
and (iv) any other agreement between (or on behalf of) Borrower and any other Engineer approved by Lender (which approval shall
not be unreasonably withheld, conditioned or delayed).


 


“Enumerated
Permitted Prepayment” is defined in Section 2.5(a).


 


“Environmental
Indemnification Agreement” means the Environmental Indemnification Agreement of even date executed by Borrower and
Indemnitor in favor of Lender and the Lender Parties and Administrative Agent, as applicable, as amended from time to time.


 


“Equipment”
is defined in the Granting Clauses of the Mortgage.


 


“Equity Deposit”
means any amount required from time to time after the date hereof to be deposited in cash with Lender to pay the costs of the Project
which are (i) not paid out of the proceeds of the Loan, (ii) necessary to pay for Change Orders, (iii) required to be made under
Section 3.3(t), or (iv) to satisfy Borrower’s Required Equity obligations under Section 3.2(b), including any
equity payments required to be made by Borrower under Section 3.11 in order to prevent the Loan from being Out of Balance.


 






    	 	-13-	 



     


    

 


“Equity Funding
Guaranty” means that certain Equity Funding Guaranty of even date herewith from Indemnitor for the benefit of Lender,
as amended from time to time.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.


 


“ERISA Affiliate”
means any corporation or trade or business that is a member of any group of organizations (a) described in Section 414(b) or (c)
of the IRS Code, of which Borrower is a member, and (b) solely for purposes of potential liability or any lien arising under Section
302 of ERISA and Section 412 of the IRS Code, described in Section 414(m) or (o) of the IRS Code, of which Borrower is a member.


 


“Evidence of
Sufficient Funds” is defined in the School Unit Purchase Agreement.


 


“Event of Default”
means any one or more of the events described in Section 11.1.


 


“Excess Rate”
is defined in Section 8.17(e).


 


“Exit Fee”
is defined in Section 2.5(a)(ii).


 


“Extended Term”
is defined in Section 2.4(b).


 


“Extension
Conditions” is defined in Section 2.4(b).


 


“Extension
Fee” means an extension fee equal to one-half of one percent (.5%) of the outstanding principal balance of the Loan
on the Initial Maturity Date, as reasonably calculated by Lender.


 


“Extension
Notice” is defined in Section 2.4(b).


 


“Extension
Option” is defined in Section 2.4(b).


 


“Federal Bankruptcy
Code” means Title 11 of the United States Code, as the same may be amended from time to time or any successor statute.


 


“Federal Funds
Rate” means the rate published in The Wall Street Journal as the average federal funds rate in the Money Rates
section as of the applicable date. If The Wall Street Journal is not in publication on the applicable date, or ceases to
publish such average rates, then any other publication acceptable to Lender quoting daily market average federal funds rates will
be used.


 


“Final Architect’s
Certificate” means an AIA Certificate of Completion issued by the Architect and verified by the Inspector, indicating
that the Project is in compliance with all applicable Legal Requirements and that based upon personal inspections at adequate intervals
(not less frequently than monthly) during construction, the Construction Work has been completed in a good and workmanlike manner
and substantially in accordance with the Approved Plans and in accordance with all applicable Legal Requirements.


 






    	 	-14-	 



     


    

 


“Financial
Information” is defined in Section 9.1.


 


“Financial
Information Fee” is defined in Section 9.1(c).


 


“First Month”
is defined in Section 2.2(a).


 


“Fiscal Year”
means each calendar year during the term of this Agreement, or such other fiscal year of Borrower as Borrower may select from time
to time with the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned. During
the first year of the term of this Agreement, Borrower’s Fiscal Year shall be deemed to have commenced on the date of this
Agreement and shall end on the regular Fiscal Year ending date as indicated in the immediately preceding sentence.


 


“Foreign Taxes”
is defined in Section 2.8(d).


 


“Force Majeure”
means a delay or inability of Borrower to perform its obligations under the Loan Documents that is not the result of any failure
to timely satisfy any monetary obligation of Borrower, the Principals or their respective Affiliates, but rather is the result
of Acts of God, acts of nature, strikes or similar labor disturbance, acts of terrorism, embargo or blockades, delays in transportation
or information distribution, governmental regulation or restriction, strike, riot, fire or explosions, or inability to obtain labor
or materials, arbitrary or capricious interpretations or actions of governmental authorities including, without limitation, moratoriums,
delays in issuing Permits or making inspections (which delays are not caused by the failure to timely make requests or application,
Borrower error or incomplete filings), or changes in laws, or any substantively like event, if and to the extent beyond the reasonable
control of Borrower or Indemnitor.


 


“Funds”
means the proceeds of the Loan, Required Equity and any other amounts in the Loan Reserve or Reserve Account.


 


“Governmental
Authority” is defined in Section 2.8(d).


 


“Hard Costs”
means amounts payable to the Contractor under the Construction Contract for the Construction Work and other budgeted hard costs,
excluding without limitation, any School Costs.


 


“Impositions”
means all taxes or payments in lieu of taxes of every kind and nature, sewer rents, charges for water, for setting or repairing
meters and for all other utilities serving the Premises, and assessments, levies, inspection and license fees and all other charges
imposed upon or assessed against the Mortgaged Property or any portion thereof (including the Property Income but specifically
excluding income, franchise and doing business taxes) by a Governmental Authority, in each case relating to the Mortgaged Property,
and any stamp, mortgage or other taxes which might be required to be paid, or with respect to any of the Loan Documents, any of
which might, if unpaid, affect the enforceability of any of the remedies provided in this Agreement or any other Loan Documents
or result in a lien on the Mortgaged Property or any portion thereof, regardless of to whom assessed.


 






    	 	-15-	 



     


    

 


“Improvements”
is defined in paragraph C of the Recitals.


 


“Increased
Costs” is defined in Section 2.8(b).


 


“Indebtedness”
means the aggregate of all principal and interest payments that accrue or are due and payable in connection with the Loan, together
with all other obligations and liabilities and all amounts of money advanced or paid or due and all costs and expenses incurred
by Lender hereunder or under any other Loan Document.


 


“Indemnitor”
means Trinity Place Holdings Inc.


 


“Indemnitor’s
Financial Covenants” means the financial covenants to be satisfied by Indemnitor as same are set forth in Section
12 of the Recourse Guaranty Agreement.


 


“Initial Maturity
Date” is defined in Section 2.4(a).


 


“Initial Required
Equity” means an amount equal to or greater than $61,754,677.00.


 


“Inspector”
means the independent inspector retained by Lender for the benefit of Lender at Borrower’s cost to perform the functions
described in Section 4.5.


 


“Institutional
Real Estate Investor” means (i) any bank, insurance company, pension fund or other similar non-individual investor,
provided that said entity conducts business in the United States, or (ii) a United States based real estate fund that is comprised
of investors that are Institutional Real Estate Investors.


 


“Intangibles”
is defined in the Granting Clauses of the Mortgage.


 


“Interest Holdback”
is defined in Section 3.6.


 


“Interest Reserve”
is defined in Section 2.9.


 


“Interest Period”
means the initial period commencing on and including the Closing Date to and including the last day in the month in which the Closing
Date occurs, and thereafter, each one (1) calendar month period to the Maturity Date.  Each Interest Period shall commence
on the day immediately following the last day of the next preceding Interest Period, and shall end on the day immediately prior
to the first day of the next Interest Period, and, provided further that, if any such Interest Period would otherwise end after
the Maturity Date, such Interest Period shall end on the Maturity Date.  


 


“Interest Rate
Cap Agreement” is defined in Section 8.17(a).


 


“Investor”
is defined in Section 14.13.


 


“IRS Code”
means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute.


 


“Issuer”
is defined in Section 8.17(a).


 






    	 	-16-	 



     


    

 


“Land”
is defined in paragraph A of the Recitals.


 


“Land Value
Payment” is defined in paragraph G of the Recitals.


 


“Late Charge”
is defined in Section 2.2(b).


 


“Lease Period”
means any period during the Loan Term when the Master Lease or the School Unit Purchase Agreement is in full force and effect.


 


“Leases”
is defined in the Granting Clauses of the Mortgage and shall include, without limitation, the Master Lease and the Sublease.


 


“Legal Requirements”
means all applicable existing and future federal, state and local laws, ordinances, rules and regulations and court orders affecting
the Mortgaged Property, the Borrower or the Indemnitor including those pertaining to zoning, landmarks, historical sites, wetlands,
subdivision, land use, environmental, traffic, fire, building, union collective bargaining agreements (which are binding upon trade
contractors performing work at the Mortgaged Property), occupational safety and other applicable labor laws (including any applicable
minimum or prevailing wage laws), health and Americans with Disabilities Act.


 


“Lender”
means, collectively, Massachusetts Mutual Life Insurance Company, any other holders from time to time of the Note and their respective
successor and assigns.


 


“Lender Parties”
means Lender, Barings, any present and future Administrative Agent, loan participants, co-lenders, loan servicers, custodians and
trustees, and each of their respective directors, officers, employees, shareholders, agents, affiliates, heirs, legal representatives,
successors and assigns.


 


“LIBOR”
means the interest rate per annum equal to the 1-month London Interbank Offered Rate, as reported by the ICE Benchmark Administration
Limited (the “IBA”) (or the successor thereto if IBA is no longer making LIBOR available), on Bloomberg
(or such other financial service acceptable to Lender as may be nominated by the IBA as the information vendor for the purpose
of displaying IBA’s interest settlement rates for U.S. Dollar deposits) and except as expressly set forth herein, LIBOR shall
be determined at 11:00 a.m. (New York time) on the day that is two (2) Business Days prior to the date that the applicable LIBOR
is to be effective pursuant to the terms hereof (or the last day prior thereto on which Bloomberg is published, if it is not published
on the applicable Business Day).


 


“Lien”
means any security interest or encumbrance of or in the Mortgaged Property securing an obligation owed to, or a claim by, any Person
other than the owner of the Mortgaged Property, whether such interest is based on common law, statute or contract, including the
lien or security interest arising from a deed of trust, mortgage, assignment, encumbrance, pledge, security agreement, conditional
sale or trust receipt or a lease, consignment or bailment for security purposes, or under any ground leases and any other lease
forming a part of the Mortgaged Property, or arising from any claims and demands of mechanics, materialmen, laborers and others.


 






    	 	-17-	 



     


    

 


“Line Item”
means a line item of cost and expense, as set forth in the Approved Budget.


 


“Loan”
means collectively, the Term Loan, the Building Loan and the Project Loan made by Lender to Borrower under this Agreement and the
other Loan Documents and all other amounts secured by the Loan Documents.


 


“Loan Advance”
means Building Loan Advances and Project Loan Advances.


 


“Loan Documents”
means collectively, this Agreement, the Building Loan Agreement, the Project Loan Agreement, the Notes, the Mortgage, the Assignments
of Leases and Rents, the Assignment of Licenses and Contracts, the Assignment of Architect Contract, the Assignment of Construction
Contract, the Assignment of Demolition Contract, the Assignment of Design Contract, the Assignment of Engineer’s Contract,
the Assignment of Services Contract, the Architect’s Consent, the Contractor’s Consent, the Demolition Contractor’s
Consent, the Engineer’s Consent, the Designer’s Consent, the Owner’s Representative Consent, the Environmental
Indemnification Agreement, the Recourse Guaranty Agreement, the Completion Guaranty, the Assignment of Management Agreement (once
entered into), the Carry Guaranty, the Equity Funding Guaranty, the Triparty Agreement, the Assignment of Exclusive Sales Agreement
(once entered into), the Assignment of Rate Cap Agreement, the Pledge Agreement, the Power of Attorney, the Uniform Commercial
Code Financing Statement naming Indemnitor as debtor and Lender as secured party, the Uniform Commercial Code Financing Statements
naming Borrower as debtor and Lender as secured party and all other documents now or hereafter executed by Borrower, Indemnitor
or any other Person to evidence or secure the payment of the Indebtedness or the performance of Borrower or otherwise now or hereafter
executed in connection with the Loan and all amendments, modification, restatements, extensions, renewals and replacements of the
foregoing.


 


“Loan Reserve”
means an interest bearing reserve account established with Lender or Administrator at a financial institution selected by Lender
(subject to Borrower’s approval, not to be unreasonably withheld, conditioned or delayed), which financial institution must
meet the Rating Criteria, in which Lender holds a perfected security interest for the benefit of Lender, and into which all Equity
Deposits, Punch List Sub Reserves, and Set Aside Funds will be deposited pursuant to Sections 3.16 and 3.17.


 


“Loan Term”
means the term of the Note from the date of the Note through and including the Maturity Date.


 


“Loan to Value
Ratio” means, as reasonably determined by Lender, the ratio, expressed as a percentage, of (a) the Maximum Loan Amount
less (i) any portion of the Loan that is not available to be funded to Borrower, and (ii) the amount of any Loan repayments from
Residential Unit Net Sale Proceeds or the sale of the Retail Unit or otherwise in accordance with this Agreement, to (b) the value
of the Mortgaged Property based on an appraisal of the Mortgaged Property made within thirty (30) days of the applicable date of
calculation that is reasonably acceptable to Lender, prepared by an independent appraiser holding the MAI designation, and engaged
directly by Lender, at Borrower’s sole cost.


 






    	 	-18-	 



     


    

 


“Losses”
means all actual claims, suits, liabilities, actions, proceedings, obligations, debts, losses, costs, fines, penalties, charges,
fees, expenses, judgments, awards, and damage amounts paid in settlement and damages of every kind and nature (including, but not
limited to, reasonable out-of-pocket attorneys' fees and the costs and all expenses of collection and enforcement), but excluding
punitive damages.


 


“Major Points
of Business Plan” means the following: (i) building a luxury residential condominium project materially in accordance
with the Approved Plans and all applicable Legal Requirements, (ii) obtaining Attorney General’s acceptance for filing of
the Offering Plan, (iii) constructing the School Improvements in accordance with the School Unit Purchase Agreement, (iv) materially
adhering to the Approved Budget, (v) selling Subdivided Residential Units in accordance with the Sales Pace Covenant at or above
the Residential Unit Minimum Sales Price (subject to the provisions of Section IV of the Business Plan), (vi) achieving
the Milestone Construction Hurdles on or before the respective Milestone Deadlines, subject to extension for Force Majeure.


 


“Major Subcontractor”
means any sub-contractor or material supplier with a contract value in excess of Five Hundred Thousand Dollars ($500,000.00) and
for the avoidance of doubt, will include (notwithstanding such contract value) any contract relating to the drywall, carpentry,
electrical, plumbing and HVAC Line Items in the Approved Budget.


 


“Management
Agreement” means the management agreement to be entered into by Borrower and Property Manager in accordance with
the terms and conditions of this Agreement.


 


“Martin Act”
means Article 23-A of New York General Business Law (352-e et seq.) and the regulations promulgated pursuant thereto, all as amended
from time to time, governing the offering and sale of cooperative and condominium interest in real property in the State.


 


“Master Lease”
is defined in paragraph B of the Recitals.


 


“Master Leased
Premises” is defined in the Triparty Agreement.


 


“Material Adverse
Effect” means any set of circumstances or events which singly or in conjunction with any other circumstances or events
(i) has caused a material adverse change regarding the validity or enforceability of any Loan Document, (ii) is material and adverse
to the Project, (iii) would materially impair the ability of Borrower or Indemnitor to duly and punctually pay and/or perform its
respective Obligations, (iv) would materially impair Lender’s ability to enforce its legal and/or contractual rights and
remedies pursuant to any Loan Document, or (v) has caused a material adverse change in the financial condition of the Borrower
or Indemnitor. For the avoidance of doubt, changes in general market conditions shall not be taken into account in determining
whether a Material Adverse Effect has occurred.


 


“Maturity Date”
means the Initial Maturity Date, as may be extended in accordance with Section 2.4.


 


“Maximum Loan
Amount” is defined in Section 2.1(d).


 






    	 	-19-	 



     


    

 


“Milestone
Construction Hurdle” is defined in Section 4.1(b).


 


“Milestone
Deadline” is defined in Section 4.1(b).


 


“Minimum Cap
Amount” is defined in Section 8.17(a)(i).


 


“Minimum Multiple
Fee” is defined in Section 2.5(a)(i).


 


“Monthly Developer
Fee” is defined in Section 3.10.


 


“Mortgage”
means collectively, the Term Loan Mortgage, the Building Loan Mortgage and the Project Loan Mortgage, as the same may be amended,
modified, consolidated, extended, substituted or replaced from time to time.


 


“Mortgaged
Property” means the Premises and the Collateral.


 


“Net Effective
Rent” means, with respect to any Lease demising all or any portion of the Retail Unit entered into by the Borrower
after the date of this Agreement, the quotient of (a) all base rent payable under such Lease (taking into account scheduled escalations
of base rent (including without limitation, contractual increases in rent set forth in such Lease)) during the initial term of
such Lease (not taking into account any portion of the term that is subject to a tenant termination option (other than a termination
option that may only be exercised if and when a certain event (such as casualty, condemnation or landlord event of default occurs)
or a certain circumstance exists (such as a failure of a tenant to receive utility service for some period of time)) as of the
date that such Lease was executed (a “Tenant Termination Option”)) minus all tenant improvement expenses
and tenant improvement allowances (if any) payable by Borrower, as landlord, thereunder (but only to the extent such tenant improvement
expenses and tenant improvement allowances exceed the amount therefor set forth in the Approved Budget) divided by (b) the rentable
square footage demised by such Lease divided by (c) the number years (or fractions thereof) in the initial term of such Lease (not
taking into account any portion of the term that is subject to a Tenant Termination Option (other than a termination option that
may only be exercised if and when a certain event (such as casualty, condemnation or landlord event of default occurs) or a certain
circumstance exists (such as a failure of a tenant to receive utility service for some period of time)) as of the date that such
Lease was executed). For the avoidance of doubt, “base rent” under the immediately preceding sentence shall not include
any so-called “free rent”.


 


“NFIP”
is defined in Section 5.1(a).


 


“Note”
or “Notes” means collectively, the Term Loan Note, the Building Loan Note and the Project Loan
Note, each of even date executed and delivered by Borrower in the aggregate maximum principal amount of $189,500,000.00, as the
same may be modified, amended, split, consolidated, replaced, substituted or extended from time to time in accordance with the
terms hereof.


 






    	 	-20-	 



     


    

 


“Obligations”
means all amounts now or hereafter payable by Borrower or Indemnitor under the Loan Documents and any and all obligations of Borrower
or Indemnitor under or related to any Loan Documents.


 


“OFAC”
means the United States Department of the Treasury, Office of Foreign Assets Control, or any successor or replacement agency.


 


“OFAC Prohibited
Person” means, a country, territory or Person that is or that is owned, controlled by, acting on behalf of or affiliated
with any Person (i) listed on, included within or associated with any of the countries, territories, individuals or entities referred
to on The Office of Foreign Assets Control’s List of Specially Designated Nationals and Blocked Persons or any other prohibited
person lists maintained by governmental authorities, or otherwise prohibited by OFAC or any other Anti-Money Laundering Laws, or
(ii) which is obligated to pay, donate, transfer or otherwise assign any property, money, goods, services, or other benefits from
any of the Mortgaged Property, directly or indirectly, to any countries, territories, individuals or entities on or associated
with anyone on such list or prohibited by such laws.


 


“Offering Plan”
means that certain Condominium Offering Plan for the sale of Units in the Condominium, which is to be approved by Lender and accepted
for filing by the Attorney General, as the same may be further amended, restated or modified from time to time pursuant to Section
16.1.


 


“Operating
Account” means an operating account established, maintained by and under the exclusive dominion and control of Borrower
at a financial institution selected by Lender (subject to Borrower’s approval, not to be unreasonably withheld, conditioned
or delayed), which financial institution must meet the Rating Criteria. As of the Closing Date, the Operating Account shall be
maintained at PNC National Bank, N.A.


 


“Operating
Agreements” means the management agreements, easement agreements, reciprocal easement agreements, leasing commission
agreements, and other agreements concerning the Mortgaged Property set forth in Exhibit L.


 


“Origination
Fee” means an amount equal to one and a quarter percent (1.25%) of the Maximum Loan Amount, payable by Borrower to
Lender at Closing.


 


“Organizational
Chart” means the organizational chart attached hereto as Exhibit N that sets forth the direct and indirect
ownership interests in Borrower and the Upstream Owners.


 


“Out of Balance”
is defined in Section 3.11.


 


“Outside Completion
Date” is defined in Section 4.1.


 


“Owner’s
Representative” means Gorton & Partners LLC, doing business as Colliers International.


 


“Owner’s
Representative’s Consent” means the consent executed and delivered by Owner’s Representative to Lender
in connection with the Loan, pursuant to which the Owner’s Representative has, among other things, consented to the assignment
of the Services Contract from Borrower to Lender.


 






    	 	-21-	 



     


    

 


“Participation”
is defined in Section 14.13.


 


“Payment and
Performance Bond” means with respect to any subcontractor that does not qualify for Subcontractor Default Insurance,
a dual obligee payment and performance bond in the form of AIA Document 312, issued by a surety company or companies authorized
to do business in the state in which the Improvements are located, having a minimum rating of “A”, with no less than
$5,000,000 of Treasury listing capacity or $50,000,000 of Statutory GAAP Equity and otherwise acceptable to Lender in its reasonable
discretion, and in an amount not less than the full contract price under the applicable contract and otherwise in form and substance
reasonably acceptable to Lender.


 


“Payment Date”
means February 1, 2018 and the first Business Day of each calendar month thereafter to and including the Maturity Date.


 


“Permits”
means, collectively, all authorizations, consents and approvals given by and licenses and permits issued by Governmental Authorities
that are required for the construction of the Improvements in accordance with the Approved Plans, this Agreement, the School Unit
Purchase Agreement, the other Loan Documents, all Legal Requirements, all Condominium Laws, the Condominium Documents (to the extent
they contain requirements applicable to the construction of the Improvements, including without limitation the following work permit
number 121191021-01-FO issued on August 30, 2017 by the New York City Department of Buildings).


 


“Permitted
Encumbrances” means with respect to the Premises, only the outstanding Liens, easements, restrictions, security interests
and other exceptions to title expressly set forth in Schedule B of the Title Policies approved by Lender on or prior to the Closing
Date issued by the Title Company insuring the Mortgage for the benefit of Lender, together with the Liens and security interests
in favor of Lender created by the Loan Documents and such other matters as are expressly set forth in the Loan Documents.


 


“Person”
means and includes any individual, corporation, partnership, joint venture, limited liability company, association, bank, joint-stock
company, trust, unincorporated organization or government, or an agency or political subdivision thereof.


 


“Plan Assets
Regulation” is defined in Section 8.10(a).


 


“Pledge Agreement”
means that certain Pledge Agreement of even date herewith from Pledgor for the benefit of Lender.


 


“Pledgor”
means TPHGreenwich Holdings LLC, a Delaware limited liability company.


 


“Potential
Event of Default” means any event or occurrence with respect which Lender has provided Borrower with written notice
that Borrower’s failure to take all corrective action prior to the expiration of an applicable cure period would be or become
an Event of Default under any Loan Document.


 






    	 	-22-	 



     


    

 


“Power of Attorney”
means collectively, (i) that certain Power of Attorney of even date herewith from Pledgor to Lender and (ii) that certain Power
of Attorney of even date herewith from Borrower to Lender.


 


“Pre-Development
Costs” is defined in the School Unit Purchase Agreement.


 


“Premises”
means the Land, the Improvements and the Appurtenances.


 


“Prepayment
Date” means the date set forth in Borrower’s written notice to Lender (as required under Section 2.5)
of Borrower’s intention to make a prepayment of the Loan, or if no such notice is required or provided, the date of any prepayment
of the Loan, in whole or in part.


 


“Price Change
Amendment” shall have the meaning set forth in Section 8.20(b)(i) hereof.


 


“Principal”
means (a) Borrower, (b) Indemnitor, and (c) in the event that Indemnitor is no longer a publicly traded company, each Person that
directly or indirectly Controls Borrower or Indemnitor.


 


“Proceeds”
is defined in the Granting Clauses of the Mortgage.


 


“Proforma Operating
Budget” means the proforma operating budget for 2018 as set forth in the business plan approved by Lender and attached
as Exhibit U.


 


“Project”
is defined in paragraph C of the Recitals.


 


“Project Loan”
means that certain loan evidenced by the Project Loan Note in the maximum principal amount of up to $28,999,837.00 made by Lender
to Borrower to finance certain Soft Costs, which Project Loan is secured by, among other things, the Project Loan Mortgage.


 


“Project Loan
Advance(s)” is defined in Section 2.1(c).


 


“Project Loan
Agreement” means that certain Project Loan Agreement of even date herewith between Borrower and Lender, as the same
may be amended, restated, or modified from time to time.


 


“Project Loan
Assignment of Leases and Rents” means the Project Loan Assignment of Leases and Rents from Borrower to Lender of
even date herewith, as it may be amended, modified, consolidated or extended from time to time.


 


“Project Loan
Documents” means collectively, this Agreement, the Project Loan Agreement, the Project Loan Note, the Project Loan
Mortgage, the Project Loan Assignment of Leases and Rents, the Environmental Indemnification Agreement, the Recourse Guaranty Agreement,
the Completion Guaranty, the Equity Funding Guaranty, the Carry Guaranty, and all other documents now or hereafter executed by
Borrower, Indemnitor or any other Person to evidence or secure the repayment of the Indebtedness or the performance of Borrower
now or hereafter executed in connection with the Project Loan.


 






    	 	-23-	 



     


    

 


“Project Loan
and Term Loan Interest Holdback” is defined in Section 3.6.


 


“Project Loan
Mortgage” means the Fee and Leasehold Project Loan Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing of even date herewith executed by Borrower in favor of Lender, as the same may be modified, amended, split, consolidated,
replaced, substituted or extended from time to time.


 


“Project Loan
Note” means that certain Project Loan Promissory Note of even date herewith executed and delivered by Borrower to
Lender in the original principal amount of up to $28,999,837.00, as the same may be modified, amended, split, consolidated, replaced,
substituted or extended from time to time.


 


“Projected
Repayment Date” shall mean January 1, 2021.


 


“Property Income”
is defined in the Granting Clauses of the Mortgage.


 


“Property Manager”
means a property manager designated by Borrower in accordance with the terms and provisions of this Agreement and approved by Lender.


 


“Public School
Project Costs” is defined in the School Unit Purchase Agreement.


 


“Punch List
Items” means Lender’s list of normal and customary punch list items totaling not more than $4,000,000 to complete
in the aggregate.


 


“Punch List
Sub Reserve” is defined in Section 3.17.


 


“Purchase Agreement
Deposit” means a deposit pursuant to a Residential Unit Contract of Sale or a Retail Unit Contract of Sale, as applicable.


 


“Purchase Agreement
Deposit Accounts” means the escrow/trust account(s) established pursuant to the Residential Unit Contract of Sale
or a Retail Unit Contract of Sale, as applicable.


 


“Purchase Agreement
Deposit Agreement” is defined in Section 16.3(e).


 


“Purchase Agreement
Deposit Escrowee” means Kramer Levin Naftalis & Frankel LLP or such other Person as shall be compliant with Legal
Requirements and reasonably acceptable to Lender to act as escrow agent under a Residential Unit Contract of Sale or Retail Unit
Contract of Sale, as applicable, and hold the Purchase Agreement Deposits and the Residential Unit Net Sale Proceeds or Retail
Unit Net Sale Proceeds, as applicable.


 


“Purchase Agreement
Deposit Escrowee Acknowledgment” means the acknowledgement of Purchase Agreement Deposit Escrowee in the form attached
hereto as Exhibit T.


 






    	 	-24-	 



     


    

 


“Purchase Agreement
Deposit Escrowee Bank” means any financial institution selected by Borrower (and subject to reasonable approval of
Lender) where the Purchase Agreement Deposit under each Residential Unit Contract of Sale and/or Retail Unit Contract of Sale will
be deposited by Purchase Agreement Deposit Escrowee.


 


“Qualified
Real Estate Investor” means, with respect to any proposed transferee or its principal or Affiliate, as applicable,
any reputable entity (as determined by Lender in the exercise of its reasonable discretion) which is domiciled in the U.S. and
which is reasonably determined by Lender to have satisfied all of the following conditions: said entity or entities, as applicable
(1) shall be an Institutional Real Estate Investor or another Person approved in writing by Lender, which approval shall not be
unreasonably withheld, conditioned or delayed, with an allocation to United States commercial real estate and prior experience
investing in commercial real estate in the United States; (2) have (a) total assets, excluding the Mortgaged Property, with a current
market value of not less than $200,000,000, (b) have a net worth, excluding the Mortgaged Property of not less than $100,000,000,
and (c) liquid assets of not less than $35,000,000; and (3) is not and has not been (w) in default beyond any required notice and
the expiration of any applicable cure period on any indebtedness or loan from Lender or any affiliate of Lender, (w) involved as
a debtor or as the principal of a debtor in any bankruptcy, reorganization or insolvency proceeding, (x) the subject of any criminal
charges or proceedings, (y) involved in litigation which is reasonably deemed to (i) cause Lender reputational risk in the commercial
real estate market, (ii) prevent or materially impair Borrower’s ability to achieve the Milestone Construction Hurdles prior
to the Milestone Deadlines, or (iii) if adversely determined would cause said entity to be unable to satisfy the financial thresholds
set forth in clause (2) herein, or (z) listed on, included within or associated with any of the persons or entities referred to
in Executive Order 13324 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism, as amended by the United States Department of the Treasury, Office of Foreign Assets Control through the date
the determination of Qualified Real Estate Investor is made.


 


“Rate Cap Rating
Criteria” is defined in Section 8.17(e).


 


“Rate Spread”
means the positive difference, if any, between (a) the Contract Rate then in effect during the Interest Period in which the conversion
of the Interest Rate takes place and (b) the Federal Funds Rate on the day that is two (2) Business Days prior to the first day
of such Interest Period. The Rate Spread shall be determined one time (i.e., shall not be adjusted during the Loan Term).


 


“Rating Agency”
means any nationally-recognized statistical rating agency which has been approved by Lender.


 


“Rating Criteria”
with respect to any Person shall mean that (i) the short-term unsecured debt obligations or commercial paper of which are rated
at least A-3 by S&P, P-3 by Moody’s and F3 by Fitch, if deposits are held in the account for a period of less than 30
days or (ii) the long-term unsecured debt obligations of which are rated at least “BBB-” by S&P and Fitch and Baa3
by Moody’s, if deposits are held in the account for a period of 30 days or more. Notwithstanding the foregoing, Sterling
National Bank shall be deemed to satisfy the Rating Criteria so long as its long-term unsecured debt obligations are rated at least
“BBB” by Kroll Bond Rating Agency (regardless of any rating by S&P, Moody’s or Fitch).


 






    	 	-25-	 



     


    

 


“Recourse Guaranty
Agreement” means that certain Recourse Guaranty Agreement of even date from Indemnitor for the benefit of Lender,
as amended from time to time.


 


“Register”
is defined in Section 14.15.


 


“Register’s
Office” means the Office of the City Register of the City of New York.


 


“Reserve Account”
is defined in Section 2.9.


 


“Residential
Improvements” is defined in paragraph C of the Recitals.


 


“Residential
Subdivision” is defined in the Bylaws.


 


“Residential
Unit” is defined in paragraph E of the Recitals.


 


“Residential
Unit Contract of Sale” means any executed contract for the sale of a Subdivided Residential Unit, to be in the form
required pursuant to the Condominium Documents and Section 16.2 of this Agreement.


 


“Residential
Unit Minimum Sales Price” means an amount no less than the per unit sale price detailed in the Residential Unit Minimum
Sales Price Schedule attached hereto as Exhibit C.


 


“Residential
Unit Net Sale Proceeds” means the difference between (a) the actual gross sales price for the sale of the Subdivided
Residential Unit in question to a third party in an arm’s length transaction (or subject to Lender’s approval rights
in Section 16.2(b)(x), to an Affiliate of Borrower, Indemnitor or a Principal), which gross sales price shall not be less
than the Residential Unit Minimum Sales Price and (b) the reasonable and customary expenses incurred by Borrower and paid to unaffiliated
third parties (or subject to Lender’s approval rights in Section 16.2(b)(x), to an Affiliate of Borrower, Indemnitor
or a Principal) in connection with the sale of the Subdivided Residential Unit and any credit given to unaffiliated arm’s
length third party purchaser in connection with the sale of the applicable Subdivided Residential Unit (i) shall not exceed eight
percent (8%) of the gross sales price for said Subdivided Residential Unit, (ii) may include items such as transfer taxes, attorney’s
fees and commissions to salespersons or brokers, if such items are customarily paid by seller, and (iii) shall exclude any costs
in excess of those customarily and reasonably incurred by sellers in connection with the sale of residential condominium units
in Comparable Condominium Projects.


 


“Residential
Unit Purchaser” means any person or entity that purchases a Subdivided Residential Unit. Any partners, Affiliates,
related entities, subsidiaries, entities under common ownership or control of the applicable Residential Unit Purchaser, as well
as any relations or relatives of natural persons by blood or marriage of the applicable Residential Unit Purchaser shall constitute
one and the same Residential Unit Purchaser for purposes of this Agreement.


 






    	 	-26-	 



     


    

 


“Retail Improvements”
is defined in paragraph C of the Recitals.


 


“Retail Unit”
is defined in paragraph E of the Recitals.


 


“Retail Unit
Contract of Sale” is defined in Section 16.2(c).


 


“Retail Unit
Minimum Sales Price” means an amount no less than $7,000,000.00.


 


“Retail Unit
Net Sale Proceeds” means the difference between (a) the actual gross sales price for the sale of the Retail Unit
in question to a third party in an arm’s length transaction (or subject to Lender’s approval rights in Section 16.2(c)(vii),
to an Affiliate of Borrower, Indemnitor or a Principal), which gross sales price shall not be less than the Retail Unit Minimum
Sales Price and (b) the reasonable and customary expenses incurred by Borrower and paid to unaffiliated third parties (or subject
to Lender’s approval rights in Section 16.2(c)(vii), to an Affiliate of Borrower, Indemnitor or a Principal) in connection
with the sale of the Retail Unit, which expenses (i) shall not exceed eight percent (8%) of the gross sales price for said Retail
Unit, (ii) may include items such as transfer taxes, attorney’s fees and commissions to salespersons or brokers, if such
items are customarily paid by seller, and (iii) shall exclude any costs in excess of those customarily and reasonably incurred
by sellers in connection with the sale of non-residential condominium units in Comparable Condominium Projects.


 


“Retainage”
is defined in Section 3.5 (c).


 


“Required Equity”
means an amount equal to or greater than $102,827,998.00.


 


“Requisition”
is defined in the School Unit Purchase Agreement.


 


“Sales Agent”
means The Marketing Directors, Inc.


 


“Sales Agreement”
means that certain Exclusive Sales Agreement dated as of July 1, 2015 by and among Sales Agent and Borrower.


 


“Sales Pace
Covenant” is defined in Section 8.21.


 


“Sales Projections”
is defined in Section 8.17(a).


 


“SCA”
is defined in paragraph B of the Recitals.


 


“SCA Change
Order” is defined in Section 4.2.


 


“SCA Contributed
Equity” means amounts available to be disbursed by Lender to Borrower from the School Purchase Control Account and
applied towards the payment of costs of the Project (actually billed) other than School Costs.


 


“SCA Pre- and
Post-Turnover Work” is defined in the School Unit Purchase Agreement.


 


“SCA’s
Project Representative” is defined in the School Unit Purchase Agreement.


 






    	 	-27-	 



     


    

 


“School Base
Building Hard Cost Payment” is defined in paragraph G of the Recitals.


 


“School Base
Building Hard Costs” is defined in paragraph G of the Recitals.


 


“School Base
Building Soft Cost Payment” is defined in paragraph G of the Recitals.


 


“School Base
Building Soft Costs” is defined in paragraph G of the Recitals.


 


“School Construction
Supervision Fee” is defined in paragraph G of the Recitals.


 


“School Construction
Supervision Fee Payment” is defined in paragraph G of the Recitals.


 


“School Cost”
is defined in paragraph G of the Recitals.


 


“School Cost
and Purchase Control Account” is defined in Section 2.11.


 


“School Cost
Control Account” is defined in Section 2.11(c).


 


“School Cost
Payments” is defined in paragraph G of the Recitals.


 


“School Improvements”
is defined in paragraph C of the Recitals.


 


“School Payment
Disbursement” is defined in Section 2.11(b).


 


“School Purchase
Control Account” is defined in Section 2.11(b).


 


“School Unit”
is defined in paragraph E of the Recitals.


 


“School Unit
Purchase Agreement” is defined in paragraph B of the Recitals.


 


“Securities”
is defined in Section 14.13.


 


“Securitization”
is defined in Section 14.13.


 


“Services Contract”
means that certain Owner’s Representative Agreement dated January 1, 2016 by and between Borrower and Owner’s Representative,
as may be amended, supplemented or otherwise modified, from time to time, in accordance with this Agreement or any other contract
between Owner’s Representative and Borrower approved by Lender (which approval shall not be unreasonably withheld, conditioned
or delayed).


 


“Soft Costs”
means all costs and expenses of construction of the Improvements, as set forth in the Approved Budget, other than Hard Costs, Actual
Debt Service paid from the Interest Holdback and any School Costs, but including the Developer Fee.


 


“SPE Requirements”
is defined in Section 8.12.


 


“State”
means the state or commonwealth in which the Land is situated.


 






    	 	-28-	 



     


    

 


“Stored Materials”
is defined in Section 3.5(d).


 


“Strike Price”
is defined in Section 8.17(a).


 


“Subcontractor
Default Insurance” means the insurance policies covering subcontractors under the Construction Contract that is provided
by Zurich Insurance Company, or such other provider that Lender may approve (which approval shall not be unreasonably withheld,
conditioned or delayed) from time to time, satisfying the requirements of Section 5.1(d).


 


“Subdivided
Residential Unit” is defined in paragraph E of the Recitals.


 


“Sublease”
is defined in paragraph B of the Recitals.


 


“Subway Entrance”
is defined in paragraph C of the Recitals.


 


“Supplemental
Interest Rate Cap Agreement” is defined in Section 8.17(a).


 


“TBTA Agreement”
means that certain Agreement dated March 22, 2017 by and between Borrower and Triborough Bridge and Tunnel Authority, as may be
amended, restated and replaced in accordance with the terms and provisions of Section 8.3.


 


“Term Loan”
means that certain loan evidenced by the Term Loan Note in the principal amount of $32,302,285.00 made by Lender to Borrower to
finance the repayment of an existing mortgage loan secured by the Mortgaged Property, which Term Loan is secured by, among other
things, the Term Loan Mortgage.


 


“Term Loan
Assignment of Leases and Rents” means the Term Loan Assignment of Leases and Rents from Borrower to Lender of even
date herewith, as it may be amended,


 


“Term Loan
Documents” means collectively, this Agreement, the Term Loan Note, the Term Loan Mortgage, the Term Loan Assignment
of Leases and Rents, the Environmental Indemnification Agreement, the Recourse Guaranty Agreement, the Completion Guaranty, the
Equity Funding Guaranty, the Carry Guaranty, and all other documents now or hereafter executed by Borrower, Indemnitor or any other
Person to evidence or secure the repayment of the Indebtedness or the performance of Borrower now or hereafter executed in connection
with the Term Loan.


 


“Term Loan
Mortgage” means the Amended, Restated and Consolidated Fee and Leasehold Term Loan Mortgage, Assignment of Leases
and Rents, Security Agreement and Fixture Filing of even date herewith executed by Borrower in favor of Lender, as the same may
be modified, amended, split, consolidated, replaced, substituted or extended from time to time.


 


“Term Loan
Note” means the Amended, Restated and Consolidated Term Loan Promissory Note of even date herewith executed and delivered
by Borrower to Lender in the original principal amount of up to $32,302,285.00.


 


“Title Company”
means Fidelity National Title Insurance Company.


 






    	 	-29-	 



     


    

 


“Title Policy”
means collectively, (i) the title policy insuring the Term Loan Mortgage, (ii) the title policy insuring the Building Loan Mortgage,
and (iii) the title policy insuring the Project Loan Mortgage, each as approved by Lender and issued by the Title Company.


 


“Transit Improvement
Agreement” means that certain Transit Improvement Agreement dated as of April 5, 2017 by and between Borrower and
New York City Transit Authority.


 


“Transfer”
is defined in Section 14.13.


 


“Treasury Issue”
means United States Treasury issued bills, notes and bond instruments specifically excluding any strips, inflation indexed issues
and other types of derivative instruments.


 


“Triparty Agreement”
means that certain Interparty Agreement of even date by and among Borrower, Lender and the SCA, as amended, supplemented or otherwise
modified from time to time.


 


“TRIPRA”
is defined in Section 5.1(a).


 


“Unit Owners”
is defined in the Declaration.


 


“Upstream Owner”
means any Person having a direct or indirect legal, beneficial or other ownership interest in Borrower (e.g., if Borrower is a
limited liability company, and one of Borrower’s members is a limited partnership, whose partner is a corporation, then such
limited partnership, corporation and the shareholders of such corporation would each be an Upstream Owner); provided, however,
to the extent Indemnitor remains a publicly traded company, Upstream Owner shall not include any shareholder of, or Person having
a direct or indirect legal and/or beneficial ownership interest in, Indemnitor.


 


“Work”
is defined in Section 5.2(a).


 


Section 1.2           Interpretation.


 


For all purposes under
and pursuant to this Agreement and each other Loan Document, except as otherwise expressly required or unless the context clearly
indicates a contrary intent:


 


(a)          the
capitalized terms defined in this Article have the meanings assigned to them in this Article, include the plural as well as the
singular, and, when used with respect to any instrument, contract or agreement, include all extensions, modifications, amendments
and supplements from time to time thereto;


 


(b)          the
words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Agreement
and each other Loan Document as a whole and not to any particular Article, Section, or other subdivision;


 


(c)          the
words “include” and “including” and other words of similar import shall be construed as if followed by
the phrase “, without limitation,”;


 






    	 	-30-	 



     


    

 


(d)          Lender’s
consent, approval, acceptance or determination under the Loan Documents shall be in Lender’s sole discretion, unless a different
standard for consent, approval, acceptance or determination is expressly set forth in the Loan Documents; and


 


(e)          any
provision of the Loan Documents permitting the recovery of “attorneys’ fees”, “attorneys’ fees and
expenses”, “attorneys’ fees and costs” or “attorneys’ fees, costs and expenses” or any
similar term shall: (i) include all reasonable out-of-pocket costs and expenses, including attorneys’ fees, costs and expenses
related or incidental to, or incurred in any judicial, arbitration, administrative, probate, appellate, bankruptcy, insolvency
or receivership proceeding, as well as in any post-judgment proceeding to collect or enforce any judgment or order relating to
the Indebtedness or any of the Loan Documents, as well as any defense or assertion of the rights or claims of Lender in respect
of any thereof, by litigation or otherwise; and (ii) be separate and several and survive merger into judgment.


 


(f)          references
to any Section, Article or Exhibit in a Loan Document shall mean a section, article or exhibit to such Loan Document, unless provided
otherwise.


 


ARTICLE
2



LOAN TERMS


 


Section 2.1           The
Loan and the Note.


 


(a)          Lender
agrees, on the terms and conditions of this Agreement, to advance the Term Loan, and Borrower agrees to accept the entire principal
amount of the Term Loan, in the amount of THIRTY TWO MILLION THREE HUNDRED TWO THOUSAND TWO HUNDRED EIGHTY FIVE AND 00/100 DOLLARS
($32,302,285.00), and to repay the Term Loan in accordance with this Agreement, the Term Loan Note and the other Term Loan
Documents. The Term Loan Note evidences the indebtedness of Borrower under the Term Loan. Borrower acknowledges and agrees that
the entire principal amount of the Term Loan was advanced by Lender and received by Borrower on the date of this Agreement and
that the Term Loan is fully funded in the stated principal amount thereof.


 


(b)          Lender
agrees, on the terms and conditions of this Agreement, to make advances of proceeds from the Building Loan (each, a “Building
Loan Advance”), and Borrower agrees to accept Building Loan Advances, in the maximum, aggregate principal amount
of up to ONE HUNDRED TWENTY EIGHT MILLION ONE HUNDRED NINETY SEVEN THOUSAND EIGHT HUNDRED SEVENTY EIGHT AND 00/100 DOLLARS ($128,197,878.00)
and to repay the Building Loan in accordance with this Agreement, the Building Loan Agreement, the Building Loan Notes and
the other Building Loan Documents. All Building Loan Advances shall be made upon the terms and conditions set forth in Article
3. The Building Loan Note evidences the indebtedness of Borrower under the Building Loan.


 






    	 	-31-	 



     


    

 


(c)          Lender
agrees, on the terms and conditions of this Agreement, to make advances of proceeds from the Project Loan (each, a “Project
Loan Advance”), and Borrower agrees to accept Project Loan Advances, in the maximum, aggregate principal amount of
up to TWENTY EIGHT MILLION NINE HUNDRED NINETY NINE THOUSAND EIGHT HUNDRED THIRTY SEVEN AND 00/100 DOLLARS ($28,999,837.00)
and to repay the Project Loan in accordance with this Agreement, the Project Loan Agreement, the Project Loan Note and the other
Project Loan Documents. All Project Loan Advances shall be made upon the terms and conditions set forth in Article 3. The
Project Loan Note evidences the indebtedness of Borrower under the Project Loan.


 


(d)          The
maximum, aggregate principal amount of the Loan shall not exceed ONE HUNDRED EIGHTY-NINE MILLION FIVE HUNDRED THOUSAND AND 00/100
DOLLARS ($189,500,000.00) (the “Maximum Loan Amount”), which Loan shall be evidenced by the Term
Loan Note, the Building Loan Note and the Project Loan Note.


 


(e)          For
the avoidance of doubt, the outstanding principal balance of the Loan shall not include any Loan proceeds that have not been advanced
until such time as the same are advanced pursuant to the terms and conditions of this Agreement.


 


Section 2.2           Interest
Rate; Late Charge; Default Rate.


 


(a)          Except
for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the outstanding
principal balance of the Loan (including any amounts added to principal under the Loan Documents) shall bear interest at the Contract
Rate. All interest accruing on the Loan shall be calculated on the basis of a three hundred sixty (360) day year and the actual
number of days in the applicable period for which interest is being calculated. The “Contract Rate” shall
be (unless otherwise calculated pursuant to the provisions of Section 2.8(a)(i)) (i) for the period from and including the
Closing Date until and including the last day of the calendar month in which the Closing Date occurs (the “First Month”),
an interest rate per annum equal to the greater of (A) eight and one-fourth percent (8.25%) in excess of LIBOR on the day that
is two (2) London Banking Days prior to the Closing Date and (B) nine and one-fourth percent (9.25%), and (ii) for each Interest
Period thereafter, an interest rate per annum equal to the greater of (A) eight and one-fourth percent (8.25%) in excess of LIBOR
on the day that is two (2) London Banking Days prior to the commencement of such Interest Period and (B) nine and one-fourth percent
(9.25%).


 


(b)          If
any regular monthly installment of principal or interest due under this Agreement, or any monthly deposit for taxes, ground rent,
insurance, replacements and other sums if required under any Loan Document (other than the principal balance of the Loan on the
Maturity Date), shall not be paid as required under this Agreement or any other Loan Document within five (5) days following the
date the same is due (except to the extent that there are sufficient funds available in the Interest Holdback or the Reserve Account
and Borrower otherwise satisfies the conditions to a Disbursement to Borrower in accordance with Section 3.6), Borrower
shall pay to Lender a late charge (the “Late Charge”) of four cents ($0.04) for each dollar so overdue
in order to compensate Lender for its loss of the timely use of the money and frustration of Lender in the meeting of its financial
commitments and to defray part of Lender’s incurred cost of collection occasioned by such late payment. Any Late Charge incurred
shall be immediately due and payable. If, however, during any consecutive twelve (12) month period Borrower on more than two (2)
occasions shall pay any such installment or deposits after the due date thereof (whether prior to or after the time that the Late
Charge is payable as above), then the time period after which a Late Charge will be charged and paid shall thereafter be reduced
from five (5) days to two (2) Business Days after the applicable due date. Nothing herein contained shall be deemed to constitute
a waiver or modification of the due date for such installments or deposits or the requirement that Borrower make all payment of
installments and deposits as and when the same are due and payable. If there are sufficient funds in the Interest Holdback and
the Interest Reserve and Borrower has satisfied all conditions to the disbursement by Lender of an amount sufficient to pay a regular
monthly installment of interest in accordance with the provisions of Sections 2.9 and 3.6 of this Agreement at least one
(1) Business Day prior to the date such monthly installment is due and payable, Borrower shall not be deemed to have made a late
payment under this Section 2.2(b).


 






    	 	-32-	 



     


    

 


(c)          Upon
an Event of Default or on the Maturity Date, the unpaid principal balance of the Loan shall thereafter bear interest at the per
annum interest rate (the “Default Rate”) equal to the lesser of:


 


		(i)	the highest rate permitted by law to be charged on a promissory note secured by a commercial mortgage,
or



 


		(ii)	the sum of five percent (5%) plus the Contract Rate.



 


Interest at the Default
Rate as provided in this Section shall be immediately due and payable to Lender and shall constitute additional Indebtedness evidenced
by the Note and secured by the Loan Documents.


 


(d)          Each
determination of the Contract Rate (i.e. LIBOR (plus the applicable spread) or the Adjusted Rate, as the case may be) shall be
made by Lender and shall be conclusive and binding upon Borrower absent manifest error.


 


Section 2.3           Terms
of Payment. The Loan shall be payable by Borrower as follows:


 


(a)          On
the date the Loan is made, a payment of interest only shall be due and payable for the period from such date to, but not including,
the first (1st) day of the next calendar month;


 


(b)          Successive
monthly installments of interest (in arrears) only shall be made on each Payment Date;


 


(c)          Upon
the sale of each Subdivided Residential Unit in accordance with the provisions of Article 16, Borrower shall pay Lender the Residential
Unit Net Sale Proceeds, to be applied by Lender on the date Lender actually receives such funds in accordance with the provisions
of Section 2.7(d); provided, however, so long as no Event of Default exists, Borrower may elect upon the sale of any Subdivided
Residential Unit to deliver the Residential Unit Net Sale Proceeds to Lender to be held in escrow by Lender in a non-interest bearing
account until the last day of the then current Interest Period, at which time, the Residential Unit Net Sale Proceeds shall be
applied by Lender in accordance with the provisions of Section 2.7(d). If Borrower does not elect to have the Residential
Condominium Unit Net Sale Proceeds held in escrow by Lender, as aforesaid, and the Residential Condominium Unit Net Sale Proceeds
are paid to Lender on a day other than the last day of an Interest Period, then Borrower shall also pay Lender the Breakage Fee
with respect to the partial prepayment of the Loan;


 






    	 	-33-	 



     


    

 


(d)          On
the Maturity Date or on any earlier date as a result of an Acceleration Event, Borrower shall pay all outstanding principal, accrued
and unpaid interest, and any other amounts due under the Loan Documents. Borrower acknowledges that, since the Loan is interest
only and no principal payments are required to be made prior to the Maturity Date or an earlier date as a result of an Acceleration
Event, all or a substantial portion of the principal amount of the Loan will be due on the Maturity Date.


 


Section 2.4           Loan
Term.


 


(a)          Initial
Loan Term. The Loan Term shall commence on the date hereof and terminate on January 2, 2022 (the “Initial Maturity
Date”), unless otherwise extended under the provisions of Section 2.4(b).


 


(b)          
Extension Option. Upon satisfaction of all of the terms and conditions set forth in this Subsection 2.4(b),
Borrower shall have one (1) option (an “Extension Option”) to extend the Loan Term for an additional
one (1) year beyond the Initial Maturity Date (the “Extended Term”). During the Extended Term and except
for any time when the Default Rate or the Adjusted Rate is applicable pursuant to the terms of this Agreement, the Loan (including
any amounts added to principal under the Loan Documents) shall bear interest at the Contract Rate. In order to exercise the Extension
Option, Borrower must provide Lender with written notice (the “Extension Notice”) of Borrower’s
intent to exercise the Extension Option not less than sixty (60) days prior to the Initial Maturity Date but no more than ninety
(90) days prior to the Initial Maturity Date, TIME BEING OF THE ESSENCE. In consideration thereof, Borrower shall pay Lender
the Extension Fee on or prior to the first day of the Extended Term, which Extension Fee shall be earned by Lender as of the date
of the Extension Notice; provided, however, if Borrower does not satisfy the Extension Conditions below, no Extension Fee shall
be payable, although Borrower shall remain liable for the payment of the costs set forth in Section 2.4(b)(xi).


 


In connection with the
exercise by Borrower of the Extension Option, Borrower must satisfy each of the following conditions (the “Extension
Conditions”):


 


		(i)	No Event of Default or Potential Event of Default shall exist as of the date of the Extension Notice
and on the first day of the Extended Term;



 


		(ii)	Borrower has Completed the Improvements;



 


		(iii)	(A) The Declaration and Condominium Plans have been recorded and the SCA has taken title to the
School Unit, (B) Borrower has no further liability associated with the construction and/or delivery of the School Unit (other than
the SCA Pre- and Post-Turnover Work), (C) the Master Lease and Sublease have been terminated and memoranda of termination have
been submitted for filing in the forms attached to the School Unit Purchase Agreement or in another form(s) reasonably satisfactory
to Lender.



 






    	 	-34-	 



     


    

 


		(iv)	The Offering Plan has been submitted to and accepted for filing by the Attorney General and the
Subdivided Residential Units are being marketed for sale;



 


		(v)	The Improvements shall be in compliance, in all material respects, with the Business Plan and the
Approved Budget;



 


		(vi)	Borrower is in compliance with the Sales Pace Covenant.



 


		(vii)	All financial statements required to be delivered pursuant to Section 9.1(a) and 9.1(b)
of this Agreement have been received and Indemnitor continues to satisfy the Indemnitor’s Financial Covenants;



 


		(viii)	Lender shall have received a title continuation from the Title Company that issued the Title Policy
indicating that there has been no undischarged new or intervening liens or encumbrances or other matter not previously approved
or consented to by Lender in writing (unless contested in accordance with the terms of this Agreement), any cost of such title
continuation being the sole responsibility of Borrower;



 


		(ix)	The Loan to Value Ratio, measured as of the Initial Maturity
Date, shall not be greater than fifty percent (50%). Subject to payment by Borrower of any applicable Breakage Fee, but otherwise
without Borrower being required to pay the Minimum Multiple Fee or other fee or penalty, Borrower shall be permitted to prepay
the Loan or post cash security or a letter credit, acceptable to Lender in each case, in an amount necessary to satisfy the foregoing
Loan to Value Ratio requirement.



 


		(x)	If required under Section 8.17, Borrower has entered
into an Interest Rate Cap Agreement satisfying the terms of Section 8.17 (or extended the term of the Interest Rate Cap
Agreement in place if one was required at the time of the Extension Term so that it is coterminous with the remaining Loan Term),
which Interest Rate Cap Agreement shall be issued by an Issuer satisfying the Rate Cap Rating Criteria and otherwise reasonably
satisfactory to Lender; and



 


		(xi)	Borrower shall pay all reasonable out-of-pocket costs
and expenses incurred by Lender in connection with Borrower exercising its rights under this Section 2.4(b).



 


Section 2.5           Prepayment.
There are no full or partial prepayment privileges of the principal amount of the Loan except as set forth in this Agreement:


 




    	 	-35-	 



     


    

 


(a)          Except
for a prepayment resulting from a casualty or condemnation pursuant to Section 5.2 or 5.3, from a sale of Subdivided
Residential Units pursuant to Section 16.2, from a sale of the Retail Unit pursuant to Section 16.2, from a prepayment
made to satisfy the Sales Pace Covenant, or from a prepayment made pursuant to Section 2.8(b) (each of the foregoing, collectively,
an “Enumerated Permitted Prepayment”), Borrower shall not prepay the Loan in full or in part prior to
June 22, 2020 (the “Closed Prepayment Date”). Borrower shall pay Lender a Breakage Fee in connection
with any Enumerated Permitted Prepayment that occurs on a day that is not the last day of an Interest Period prior to the Closed
Prepayment Date (subject to the further provisions of this paragraph (a)) . From and after the Closed Prepayment Date, Borrower
shall have the right to prepay the Loan (i) in full on any Business Day in connection with an arm’s length sale of the Mortgaged
Property to a third party (and specifically excluding any refinancing of the Loan or a sale of the Mortgaged Property to any Affiliate
of Borrower, Indemnitor or a Principal), provided that Borrower gives Lender at least thirty (30) days prior written notice of
its intention to make any such prepayment, the Prepayment Date and the amount to be prepaid, and that Borrower also pays to Lender,
as consideration for the privilege of making such prepayment, the Exit Fee and the Minimum Multiple Fee and, if the Prepayment
Date is not the last day of an Interest Period, that Borrower also pays to Lender, as consideration for the privilege of making
such prepayment, a Breakage Fee, (ii) in part on any Business Day in connection with a sale of a Subdivided Residential Unit to
a Residential Unit Purchaser pursuant to Section 16.2 or a sale of the Retail Unit pursuant to Section 16.2, provided
that Borrower satisfies all applicable conditions set forth in Sections 16.2 and 16.3, and, if the Prepayment Date
is not the last day of an Interest Period, that Borrower also pays to Lender, as consideration for the privilege of making such
prepayment, a Breakage Fee, and (iii) in whole or part (as applicable) in respect of any other Enumerated Permitted Prepayment
and if the Prepayment Date is not the last day of an Interest Period, that Borrower also pays to Lender, as consideration for the
privilege of making such prepayment, a Breakage Fee. In lieu of paying the Breakage Fee pursuant to clauses (i), (ii) and (iii)
above in this Section 2.5(a), or any Enumerated Permitted Prepayment prior to the Closed Prepayment Date, Borrower may elect
by at least three (3) Business Days prior written notice to Lender to have Lender hold the amount prepaid in the Reserve Account
for the sole purpose of applying said amount to the prepayment of the Loan on the last day of the then current Interest Period,
as long as no Event of Default exists. If Borrower makes the foregoing election, interest will continue to accrue and be payable
by Borrower on the amount held by Lender in the Reserve Account until said amount is applied to the prepayment of the Loan in accordance
with the provisions of this Section 2.5. Unless the Loan is repaid in full with insurance or casualty Proceeds, if the Exit
Fee shall be due and payable by Borrower at the time of the repayment of the Loan in full, the payment of the Exit Fee shall be
a condition precedent to the release by Lender of the Mortgages and other collateral securing the Loan, except for the release
of the School Unit, the Retail Unit and individual Subdivided Residential Units, each in accordance with the terms and conditions
of this Agreement. Borrower shall not have the right to prepay the Loan in full or in part in connection with any refinancing of
the Loan until September 22, 2021 (the “Closed Refinancing Prepayment Date”). From and after the Closed
Refinancing Prepayment Date, without limiting Borrower’s rights set forth above, Borrower shall have the right to prepay
the Loan in full (but not in part) on any Business Day as long as no Event of Default exists and Borrower gives Lender at least
thirty (30) days prior written notice of its intention to make any such prepayment, the Prepayment Date and the amount to be prepaid,
and Borrower also pays to Lender, as consideration for the privilege of making such prepayment, the Exit Fee and the Minimum Multiple
Fee and, if the Prepayment Date is not the last day of an Interest Period, that Borrower also pays to Lender, as consideration
for the privilege of making such prepayment, a Breakage Fee. In connection with any prepayment permitted under this Section
2.5(a) or Section 2.4(b)(ix), Borrower shall also reimburse Lender for any actual out-of-pocket costs Lender may incur
in connection with such prepayment. For the avoidance of doubt, the Minimum Multiple Fee shall not be payable (x) in connection
with a prepayment of the Loan pursuant to subclause (ii) of this Section 2.5(a), even if the Loan is ultimately repaid
in full through the sale of Subdivided Residential Units and/or the Retail Unit pursuant to Section 16.2, or in connection
with a prepayment made to satisfy the Sales Pace Covenant; provided, however, that such prepayment is limited to the Residential
Unit Net Sale Proceeds, Retail Unit Net Sale Proceeds or an amount sufficient to satisfy the Sales Pace Covenant, as applicable,
or (y) subject to the provisions of Section 2.5(d), in connection with any other Enumerated Permitted Prepayment. For the
avoidance of doubt, no Exit Fee shall be payable in connection with a prepayment to satisfy the Sales Pace Covenant or Section
2.4(b)(ix).


 




    	 	-36-	 



     


    

 


(i)          The
“Minimum Multiple Fee” shall mean an amount equal to the (A) the product of (1) .18 multiplied by (2)
the Maximum Loan Amount, less (B) the sum of the following payments actually received by Lender: (1) all interest payments through
the date of prepayment at the Contract Rate (but specifically excluding any Default Interest or Late Charge), (2) the Origination
Fee, and (3) the Exit Fee.


 


(ii)        The
“Exit Fee” shall mean an amount equal to one-quarter of one percent (.25%) of the Maximum Loan Amount.


 


(iii)        The
“Breakage Fee” shall be calculated as follows:


 


Breakage Fee =            ((R-L)
x P) x D


               360


 


Where:


 


		1.	R = Contract Rate on the Prepayment Date



 


		2.	L = Current Libor



 


		3.	P = The amount to be prepaid on the Prepayment Date



 


		4.	D = Number of days remaining in the Interest Period



 


As used herein, “Current
LIBOR” means LIBOR determined as reported at 11:00 a.m. on the day that is two (2) London Banking Days prior to the
Prepayment Date for the period commencing with the Prepayment Date and extending through the end of the Interest Period.


 


(b)          If
the Maturity Date is accelerated by Lender because of the occurrence of an Event of Default prior to the Closed Prepayment Date
(an “Acceleration Event”), the acceleration shall be deemed to be an election on the part of Borrower
to prepay the Loan. Accordingly, there shall be added to the amount due after an Event of Default prior to the Closed Prepayment
Date and resulting acceleration, the Closed Period Prepayment Fee and the Breakage Fee (but not the Minimum Multiple Fee or the
Exit Fee), each, calculated as set forth in this Section 2.5 and using as the Prepayment Date the date on which any tender
of payment is made, and Borrower agrees to pay same. Any tender of payment made (or judgment entered) after such acceleration,
by or on behalf of Borrower (including payment by any guarantor or purchaser at a foreclosure sale), shall include the Closed Period
Prepayment Fee, as applicable and the Breakage Fee (but not the Minimum Multiple Fee or the Exit Fee), each computed as provided
in this Section 2.5.


 






    	 	-37-	 



     


    

 


		(i)	The “Closed Period Prepayment Fee”
shall be an amount equal the product of (A) one hundred thirty percent (130%) and (B) the Minimum Multiple Fee.



 


(c)          There
will be due with any principal prepayment, all accrued and unpaid interest on the portion of the principal being prepaid and all
other fees, charges and payments due under the Loan Documents.


 


(d)          No
Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable, shall be required to be paid in connection with
payment of fire, casualty, or condemnation Proceeds to Lender which Lender requires to be applied to the Indebtedness in accordance
with the provisions of this Agreement, except if such application to the Indebtedness is after an Event of Default.


 


(e)          Borrower
acknowledges and agrees that all of the economic terms set forth in the Loan Documents, including the Contract Rate, have been
agreed to by Lender based on Lender’s expectation that the Loan will not be repaid prior to the Maturity Date. However, in
order to accommodate Borrower, Lender has agreed to permit Borrower to repay the Loan prior to the Maturity Date in accordance
with, and subject to, the terms set forth above provided that, and as consideration for such agreement, Borrower agrees to pay
Lender the Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable. Borrower acknowledges and agrees that,
even if Lender is able to loan the amount prepaid by Borrower to another Person on the same terms and conditions as herein provided,
Lender shall not have fully recovered Lender’s lost profits, costs, expenses and damages suffered as a result of such early
prepayment; therefore, Borrower and Lender have agreed on the Minimum Multiple Fee and Exit Fee (or the Closed Period Prepayment
Fee) as compensation for Lender’s estimated lost profits, costs, expenses and damages resulting from such prepayment. The
Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable, shall be paid without prejudice to the right of
Lender to collect any other amounts provided to be paid under this Agreement or the other Loan Documents, or pursuant to the provisions
of law.


 


Section 2.6           Security.
The Loan shall be secured by inter alia (i) the Mortgage creating a first priority lien on the Mortgaged Property, (ii) the Assignment
of Leases and Rents creating a first priority lien on the Leases and the Property Income, (iii) the Environmental Indemnification
Agreement, (iv) the Recourse Guaranty Agreement, (v) the Carry Guaranty, (vii) the Equity Funding Guaranty, (vii) the Completion
Guaranty, and (viii) the other Loan Documents.


 




    	 	-38-	 



     


    

 


Section 2.7           Payments.


 


(a)          All
payments of principal, interest and other amounts to be made by Borrower under the Loan Documents, shall be made in Dollars, in
immediately available funds, without deduction, set-off or counterclaim, to Lender. Unless otherwise made from the Interest Holdback
or the Interest Reserve, all such payments that are regularly scheduled monthly payments of principal, interest or reserves shall
be made by Borrower by automatic clearing house (“ACH”) debit of a bank account of Borrower of which
Lender has received at least thirty (30) days’ prior written notice. All other payments from Borrower to Lender shall be
made by wire transfer of immediately available funds to an account designated by Lender in writing to Borrower.


 


(b)          If
the due date of any payment under the Loan Documents would otherwise fall on a day that is not a Business Day, such date shall
be extended to the next succeeding Business Day, and interest shall accrue and be payable for any principal so extended for the
period of such extension.


 


(c)          Except
for payments received by Lender from the sale by Borrower of Subdivided Residential Units or the Retail Unit and applied by Lender
in accordance with the provisions of Section 2.7(d) below, each payment received by Lender under the Loan Documents which
is not paid by Borrower with respect to a specific Obligation, shall be applied in the following order:


 


		(i)	First, to the interest due on any Advances made by Lender under the Loan Documents;



 


		(ii)	Next, to the principal amount of any Advances made by Lender under the Loan Documents;



 


		(iii)	Next, to Late Charges, attorneys’ fees or any other amount due under any Loan Document save
for the amounts described in clauses (iv), (v) and (vi) immediately below;



 


		(iv)	Next, to any Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable and
any Breakage Fee then due and payable under this Agreement;



 


		(v)	Next, to accrued interest due Lender under the Loan Documents; and



 


		(vi)	Finally, to the principal balance of the Loan.



 


Notwithstanding the foregoing,
during the continuance of an Event of Default or in the event that Borrower does not pay the outstanding principal balance and
accrued interest due under this Agreement, when due, whether on the Maturity Date or on any earlier date as a result of any Acceleration
Event, Lender, at its option, shall apply any payments it then receives in such order as Lender deems appropriate in its sole discretion.


 




    	 	-39-	 



     


    

 


(d)          To
the extent Borrower has sold a Subdivided Residential Unit or the Retail Unit and pays Residential Unit Net Sale Proceeds or the
Retail Unit Net Sales Proceeds, as applicable, to Lender in accordance with this Agreement, such payments shall be applied in the
following order:


 


		(i)	First, to the interest due on any Advances made by Lender under the Loan Documents;



 


		(ii)	Next, to the principal amount of any Advances made by Lender under the Loan Documents;



 


		(iii)	Next, to Late Charges, attorneys’ fees or any other amount due under any Loan Document save
for the amounts described in clauses (iv) and (v) immediately below;



 


		(iv)	Next, to any Exit Fee or Closed Period Prepayment Fee, as applicable and any Breakage Fee then
due and payable under this Agreement;



 


		(v)	Next, to the payment of accrued interest then due Lender under the Loan Documents, to the extent
that the Interest Holdback or Interest Reserve is insufficient, in Lender’s reasonable discretion; and



 


		(vi)	Finally, to the principal balance of the Loan.



 


Section 2.8           LIBOR
Provisions.


 


(a)          If
(i) any requirement of law or any change therein, or in the interpretation or application thereof, shall hereafter make it unlawful
for Lender in good faith to make or maintain the Loan bearing interest at LIBOR (plus the applicable spread), or (ii) Lender shall
have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances
affecting the interbank Eurodollar market, U.S. dollar deposits, in an amount approximately equal to the outstanding principal
balance of the Loan, are not generally available at such time in the interbank Eurodollar market or that adequate and reasonable
means do not exist for ascertaining LIBOR for any particular Interest Period, then (x) the obligation of Lender hereunder to make
the Loan bearing interest at LIBOR (plus the applicable spread) shall be canceled forthwith and (y) the Contract Rate shall (notwithstanding
anything provided in Section 2.2 to the contrary) automatically convert to the Adjusted Rate commencing on the first day
of the next succeeding Interest Period or within such earlier period as required by law. Borrower hereby agrees promptly to pay
Lender, upon demand, any additional amounts necessary to compensate Lender for any reasonable third party costs incurred by Lender
in making any conversion in accordance with this Agreement, including any interest or fees payable by Lender to lenders of funds
obtained by it in order to make or maintain the Loan. Upon written demand from Borrower, Lender shall demonstrate in reasonable
detail the circumstances giving rise to Lender’s determination and the calculation substantiating the Adjusted Rate and any
additional costs incurred by Lender in making the conversion, which, upon written notice thereof from Lender, as certified to Borrower,
shall be conclusive absent manifest error. In the event Lender shall determine in its good faith (which determination shall be
conclusive and binding upon Borrower) that the aforesaid circumstances no longer exist, the Contract Rate shall be converted back
to LIBOR plus the applicable spread (determined as provided in Section 2.2(a)) commencing on the first day of the Interest
Period which occurs at least three (3) days after such determination by Lender.


 




    	 	-40-	 



     


    

 


(b)          In
the event that any change in any requirement of law or in the interpretation or application thereof other than charges relating
to income, excise, franchise or other taxes applicable to Lender, or compliance in good faith by Lender with any request or directive
(whether or not having the force of law) hereafter issued by any central bank or other Governmental Authority:


 


		(i)	shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by,
or other credit extended by, or any other acquisition of funds, by any office of Lender which is not otherwise included in the
determination of LIBOR hereunder;



 


		(ii)	shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence
of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance
(taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;
or



 


		(iii)	shall hereafter impose on Lender any other condition



 


and the result of any of
the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any
amount receivable hereunder, then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary
to compensate Lender for such additional cost or reduced amount receivable as determined by Lender (collectively, “Increased
Costs”). Any determination under this Section 2.8(b) shall be made in good faith and not on an arbitrary or
capricious basis. If Lender becomes entitled to claim any Increased Costs pursuant to this Section, Lender shall provide Borrower
with not less than thirty (30) days’ written notice specifying in reasonable detail the event or circumstance by reason of
which it has become so entitled and the additional amount required to fully-compensate Lender for such Increased Costs. A certificate
as to any Increased Costs submitted by Lender to Borrower shall be conclusive in the absence of manifest error. Such certificate
shall set forth Lender’s method of calculating the amount of such Increased Costs. In the event Lender makes a request for
compensation of Increased Costs in an amount that is greater than ten percent (10%) of the principal balance of the Loan, Borrower
shall, upon payment of the same, have the right to prepay the Loan in full without penalty or premium. This provision shall survive
the repayment of the Loan and the satisfaction of all other obligations of Borrower under the Loan Documents.


 




    	 	-41-	 



     


    

 


(c)          Borrower
shall indemnify Lender and hold Lender harmless from, and be responsible for paying, any Conversion Costs, which obligation shall
survive payment of the Loan in full and the satisfaction of all other obligations of Borrower under the Loan Documents. As used
herein “Conversion Costs” means any reasonable interest, cost, loss or expense which Lender sustains,
incurs or must pay as a consequence of (i) any default by Borrower in payment of the principal of or interest on the Loan while
bearing interest at LIBOR (plus the applicable spread), including any such interest, fee and expense arising from interest or fees
payable by Lender to any lender providing Lender with its LIBOR funds, (ii) any prepayment (whether voluntary or mandatory) of
the Loan on a day other than on last day of an Interest Period, or without sufficient prior written notice as required under this
Agreement (without duplication of the Breakage Fee), and (iii) the conversion (for any reason whatsoever and whether voluntary
or involuntary) of LIBOR (plus the applicable spread) to the Adjusted Rate on a day other than on the last day of the Interest
Period with respect to any portion of the outstanding principal amount of the Loan then bearing interest at LIBOR (plus the applicable
spread), including any arising from interest or fees payable or which would be payable by Lender to any lender providing Lender
with its LIBOR funds. Conversion Costs shall include any applicable Prepayment Fee or Closed Period Prepayment Fee, calculated
by multiplying (A) the Prepayment Fee or Closed Period Prepayment Fee, as applicable required to be paid under Section 2.5
determined as if the entire principal amount of the Loan were being prepaid, by (B) a fraction the numerator of which shall be
the amount then being prepaid and the denominator of which shall be the then outstanding principal balance of the Loan prior to
such prepayment.


 


(d)          All
payments made by Borrower under the Loan Documents shall be made free and clear of, and without reduction for or on account of,
Foreign Taxes, excluding, in the case of Lender, taxes measured by its income, and franchise taxes imposed on it. If any non-excluded
Foreign Taxes are required to be withheld from any amounts payable to Lender under the Loan Documents, the amounts so payable to
Lender shall be increased to the extent necessary to yield to Lender (after payment of all non-excluded Foreign Taxes) interest
or any such other amounts payable under the Loan Documents at the rate or in the amounts specified hereunder. Whenever any non-excluded
Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender
an original official receipt, if available, or certified copy thereof showing payment of such non-excluded Foreign Tax. Borrower
shall indemnify Lender and hold Lender harmless from, and be responsible for paying, any incremental taxes, interest or penalties
that may become payable by Lender which may result from any failure by Borrower to pay any such non-excluded Foreign Tax when due
to the appropriate taxing authority, or any failure by Borrower to remit to Lender the required receipts or other required documentary
evidence. Lender’s inability to notify Borrower of any such Foreign Tax in accordance with the immediately preceding sentence
shall in no way relieve Borrower of its obligations under this Section. As used herein “Foreign Taxes”
means, collectively, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings
imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective
after the date hereof. As used herein “Governmental Authority” shall mean any court, board, agency, commission,
office or other authority of any nature whatsoever, or any governmental unit (federal, state, county, district, municipal, city
or otherwise) whether new or hereafter in existence. Notwithstanding anything contained herein to the contrary, the foregoing obligation
to pay such additional amounts resulting from the payment of Foreign Taxes and to indemnify Lender shall not apply to any Foreign
Tax that is imposed on amounts payable to the Lender under the Loan Documents on the date of this Agreement (or on the date that
it becomes a Lender hereunder) or is attributable solely to Lender’s failure to provide Borrower with proper and sufficient
evidence under the IRS Code to establish that it is exempt from (or eligible for a reduced rate of) Foreign Tax with respect to
amounts payable under the Loan Documents.


 




    	 	-42-	 



     


    

 


Section 2.9           Interest
Reserve. Whenever the amount of unfunded Loan Advances available to Borrower under the Interest Holdback is less than One
Million Two Hundred Fifty Thousand and 00/100 Dollars ($1,250,000.00), Borrower shall fund a reserve (the “Interest
Reserve”) within five (5) Business Days following Lender’s request in an amount equal to Three Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00). The Interest Reserve funds shall be held by Lender in an interest bearing
account established by and under the sole control of Lender at a financial institution selected by Lender (subject to Borrower’s
approval, not to be unreasonably withheld, conditioned or delayed), which financial institution must meet the Rating Criteria (the
“Reserve Account”). If at any time the balance in the Interest Reserve falls below One Million Two Hundred
Fifty Thousand and 00/100 Dollars ($1,250,000.00), Borrower shall make an additional deposit sufficient to replenish the balance
of the Interest Reserve to an amount equal to Three Million Seven Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00) within
five (5) Business Days following Lender’s request; provided, however, that once the Maximum Loan Amount (or if Borrower waives
the right to request any further Disbursements to Borrower in writing, the outstanding principal balance of the Loan on the date
that Borrower has so waived its right) has been repaid through Residential Unit Net Sale Proceeds and/or Retail Unit Net Sales
Proceeds (i) by fifty percent (50%), if the balance in the Interest Reserve falls below $1,250,000, Borrower shall be required
to make an additional deposit sufficient to replenish the balance of the Interest Reserve to an amount equal to Two Million Five
Hundred Thousand and 00/100 Dollars ($2,500,000.00) within five (5) Business Days following Lender’s request, and (ii) by
seventy-five percent (75%), if the balance in the Interest Reserve falls below $1,250,000, Borrower shall be required to make an
additional deposit sufficient to replenish the balance of the Interest Reserve to an amount equal to One Million Two Hundred Fifty
Thousand and 00/100 Dollars ($1,250,000.00) within five (5) Business Days following Lender’s request, in the case of each
of clauses “(i)” and “(ii)”, in lieu of being required to replenish the Interest Reserve to an amount equal
to $3,750,000. The Interest Reserve and Borrower’s replenishment obligation hereunder will terminate and any funds remaining
in the Interest Reserve shall be returned to Borrower upon full repayment of the Indebtedness.


 


Section 2.10         Reserve
Account. The Reserve Account shall be under the sole dominion and control of Lender. All interest earned on the Reserve
Account shall be allocated to Borrower for income tax purposes, but it shall be added to and disbursed as a part of the Interest
Reserve. Borrower hereby assigns and grants Lender a security interest in the Interest Reserve funds in the Reserve Account as
security for payment and performance of Borrower’s obligations under the Loan Documents. All Interest Reserve funds in the
Reserve Account shall be additional security for the Loan, and upon the occurrence of an Event of Default, Lender shall be authorized
to apply such funds to Borrower’s obligations under the Loan Documents in such order and priority as Lender may elect in
its sole discretion. Lender shall have a perfected first priority security interest in the Reserve Account.


 









    	 	-43-	 



     


    



 


Section 2.11         Control
Accounts. The Control Accounts shall be under the sole dominion and control of Lender. The Control Accounts shall be opened
in the name of Lender, provided that Borrower shall be the owner of all funds on deposit in such Control Accounts for federal and
applicable state and local tax purposes. The Control Bank at which the Control Accounts will be held shall be selected by Lender
(subject to Borrower’s approval, not to be unreasonably withheld, conditioned or delayed). Other than as otherwise set forth
in this Agreement, neither Borrower nor Indemnitor nor any party claiming on behalf of, or through Borrower or Indemnitor, shall
have any right to transfer, withdraw, access or otherwise direct the disposition of funds on deposit in the Control Accounts or
have any other right or power with respect to the Control Accounts and all out-of-pocket costs and expenses for establishing and
maintaining the Control Accounts shall be paid by Borrower. Lender shall have no liability for any loss or damage with respect
to such funds (including, without limitation, with regard to the Control Bank) (except to the extent such funds are actually disbursed
into the Control Accounts and either (i) Lender fails to disburse same in accordance with the terms of this Agreement after Borrower
has satisfied all conditions precedent to a Disbursement to Borrower or a School Payment Disbursement, as applicable, or (ii) Lender
disburses such funds in a manner which is inconsistent with the provisions of this Agreement and such disbursement was not otherwise
agreed to or requested by Borrower in writing), the disbursement thereof in accordance with the terms of this Agreement or the
application of any such funds by Borrower or SCA to the extent disbursed to either of them.


 


(a)          School
Cost and Purchase Control Account. Pursuant to the terms of Section 2.2 of the Triparty Agreement, and unless otherwise
directed by Lender after an Event of Default occurs, all School Cost Payments shall be paid by SCA depositing such funds on or
before the due date thereof under the School Unit Purchase Agreement directly into an account designated by Lender in writing at
the Control Bank (the “School Cost and Purchase Control Account”).


 


(b)          School
Purchase Control Account. Lender shall instruct the Control Bank to transfer all School Cost Payments representing Land
Value Payments and School Construction Supervision Fee Payments into a subaccount (the “School Purchase Control Account”)
with the Control Bank. Provided that Borrower has satisfied all of the conditions to a Disbursement to Borrower under this Agreement,
amounts deposited into the School Purchase Control Account shall be available as a disbursement to Borrower (such disbursement,
a “School Payment Disbursement”) from the School Purchase Control Account to pay (or reimburse Borrower)
the costs of the Project (actually billed) other than School Costs in accordance with the Line Items specified in the Approved
Budget. School Payment Disbursements shall be credited towards the Additional Equity contributions required to be made by Borrower
under this Agreement. At any time when an Event of Default exists, Lender shall be entitled to disburse amounts deposited into
the School Purchase Control Account directly to the payment of costs associated with the Project in any manner and in such amounts
determined by Lender in its sole and absolute discretion. All funds in the School Purchase Control Account shall be additional
security for the Loan, and upon the occurrence of an Event of Default, Lender shall be authorized to apply such funds to Borrower’s
obligations under the Loan Documents in such order and priority as Lender may elect in its sole discretion.


 




    	 	-44-	 



     


    

 


(c)          School
Cost Control Account. Lender shall instruct the Control Bank to transfer all other School Cost Payments (i.e., School Cost
Payments that do not consist of Land Value Payments and School Construction Supervision Fee Payments) into a subaccount (the “School
Cost Control Account”) with the Control Bank. Provided that no Event of Default or Potential Event of Default has
occurred, on each Business Day on which available funds are on deposit in the School Cost Control Account, Control Bank shall transfer
all such available funds to Borrower’s Operating Account. Borrower shall use all amounts disbursed from the School Cost Control
Account into Borrower’s Operating Account solely for (or to reimburse Borrower for) the payment of School Costs in accordance
with the applicable Requisition and terms and conditions of the School Unit Purchase Agreement. At any time while an Event of Default
or Potential Event of Default exists, Lender shall have the right, in its sole discretion, to instruct the Control Bank, to immediately
cease all transfers from the School Cost Control Account into Borrower’s Operating Account and, while an Event of Default
exists, to disburse amounts deposited directly to the payment of School Costs for which such funds were deposited (to the extent
such School Costs were not already paid) as identified in the applicable Requisition or to return such funds to the SCA.


 


(d)          At
any time when an Event of Default exists or if Borrower does not otherwise satisfy the conditions precedent to a Disbursement to
Borrower from the Interest Reserve or the Interest Holdback set forth in Section 3.6 of this Agreement, Lender may deduct
interest payments due under this Agreement from the School Purchase Control Account.


 


(e)          Upon
Borrower’s conveyance of the School Unit to the SCA in accordance with the terms of the School Unit Purchase Agreement, any
funds remaining in the School Purchase Control Account and School Cost Control Account will be transferred to a deposit account
established by Lender with the Control Bank or a bank reasonably acceptable to Lender and Borrower and satisfying the Rating Criteria,
which shall be under Lender’s sole dominion and control or that of Lender’s agent and pursuant to the terms of a deposit
control account agreement acceptable to Lender. Funds shall be disbursed from such Control Account in the same manner and under
the same conditions as a Disbursement to Borrower but must first be exhausted prior to making any Disbursement to Borrower pursuant
to the terms of this Agreement.


 


ARTICLE
3



DISBURSEMENTS TO BORROWER


 


Section 3.1           Funding
of Disbursements to Borrower.


 


(a)          Disbursements
to Borrower of Loan Advances shall be made by Lender to pay the costs of the Project (actually billed) net of School Costs in accordance
with the Line Items specified in the Approved Budget on the terms and conditions herein provided. At no point shall Loan Advances
exceed ONE HUNDRED TWENTY EIGHT MILLION ONE HUNDRED NINETY SEVEN THOUSAND EIGHT HUNDRED SEVENTY EIGHT AND 00/100 DOLLARS ($128,197,878.00)
under the Building Loan and TWENTY EIGHT MILLION NINE HUNDRED NINETY NINE THOUSAND EIGHT HUNDRED THIRTY SEVEN AND 00/100 DOLLARS
($28,999,837.00) under the Project Loan. Subject to the terms and conditions of this Agreement, Line Items on the Approved
Budget shall be funded in an amount equal to 100% of the costs paid, or to be paid by Borrower, net of School Costs, less Additional
Equity then required to be contributed under this Agreement.


 




    	 	-45-	 



     


    

 


(b)          Each
date of a Disbursement to Borrower is herein referred to as a “Disbursement Date”.


 


(c)          Each
Disbursement to Borrower shall be added to the outstanding principal balance of the applicable Loan and will be subject to the
terms and provisions of the Loan Documents.


 


Section 3.2           Required
Equity.


 


(a)          Initial
Required Equity at Closing. Borrower shall not be entitled to the Term Loan proceeds until (in addition to satisfying all
other conditions applicable to such disbursement) Borrower has delivered evidence, satisfactory to Lender in its reasonable discretion,
that Borrower has contributed the Initial Required Equity into the Project. Borrower acknowledges that, as of the Closing Date,
the evidence provided by Borrower remains subject to verification and that the foregoing sentence shall not be deemed an acknowledgement
by Lender that such Initial Required Equity has in fact been contributed to the Project. Lender shall not be obligated to make
any Disbursements to Borrower under this Agreement until any shortage in the Initial Required Equity required to be contributed
as of the Closing Date is actually contributed.


 


(b)          Additional
Equity Requirements after the Closing Date. No later than October 22, 2021, Borrower shall have either (i) contributed
the Required Equity into the Project or (ii) deposited with Lender the positive difference, if any, between (A) Required Equity
less (B) the sum of (1) the Initial Required Equity, (2) the School Construction Supervision Fee which is still scheduled to be
contributed under the School Unit Purchase Agreement, and (3) all Additional Equity contributed to date.


 


Section 3.3         Conditions
to Disbursements to Borrower. Lender shall have no obligation to make any Disbursements to Borrower under the Building
Loan and/or the Project Loan unless each of the following conditions has been and remains satisfied as of the date of the Disbursement
to Borrower. Each of said funding conditions is for the benefit of Lender and may be waived by Lender in Lender’s sole discretion.
Lender may make a Disbursement to Borrower without requiring satisfaction of each condition, but in the absence of a written waiver
signed by Lender, Lender may condition further Disbursements to Borrower upon satisfaction of all such conditions. The waiver of
a condition by Lender with respect to a Disbursement shall not be deemed a waiver of such condition in the future in the absence
of such written waiver signed by Lender. All of the documents and agreements required below shall be in form and substance satisfactory
to Lender in its reasonable discretion.


 




    	 	-46-	 



     


    

 


		(a)	Project Documents.



 


		(i)	Budget and Business Plan. The Approved
Budget and Business Plan shall remain in full force and effect and shall not have been modified without Lender’s prior written
consent in Lender’s reasonable discretion (other than with respect to requests to modify the Major Points of Business Plan,
which may be granted or withheld in Lender’s sole and absolute discretion) or as otherwise permitted in accordance with
this Agreement. A rental strategy shall not be permitted.



 


		(ii)	Plans. Neither the Approved Plans nor
the certification from the Architect that the Improvements will comply with all applicable laws, including all applicable Access
Laws, if constructed substantially in accordance with the Approved Plans, shall have been modified without the prior written consent
of Lender, which consent shall not be unreasonably withheld, conditioned or delayed (other than with respect to requests to modify
the Major Points of Business Plan or with respect to requests to modify the Approved Plans that require SCA’s approval under
the School Unit Purchase Agreement but have not been approved by the SCA, which may be granted or withheld in Lender’s sole
and absolute discretion). Notwithstanding the foregoing but subject to Lender’s prior written approval, Borrower may revise
the Approved Plans to provide 91, 92 or 93 Subdivided Residential Units and in connection therewith, the Residential Unit Minimum
Sales Price Schedule attached hereto as Exhibit C shall be adjusted accordingly so that the total Residential Unit Minimum
Sales Price will remain the same but will be allocated based on the new unit-mix and square footage.



 


		(iii)	Permits and Utilities. All Permits shall
remain in full force and effect and all other permits, approvals and clearances then required for the continued construction of
the Improvements shall have been issued and provided to Lender, together with evidence reasonably satisfactory to Lender that
(A) the Project continues to comply with all applicable zoning ordinances, building and use restrictions and codes and any requirements
with respect to licenses, permits, and agreements necessary for the lawful use and operation of the Project, and (B) all necessary
utilities and municipal services required for the Project are in place, or will be in place by the Completion of the Construction
Work and are available at budgeted cost.



 


		(iv)	Architect’s Contract. Until all
work thereunder has been performed, the Architect’s Contract shall remain in full force and effect, shall not have been
modified without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed,
and no material default or event of default shall exist thereunder by Borrower. During the continuance of an event of default
by Architect under the Architect’s Contract (following any required notice to Architect and the expiration of any applicable
cure period), Lender shall be entitled to withhold the portion of a Disbursement to Borrower which would be otherwise payable
to the Architect absent such event of default.



 




    	 	-47-	 



     


    

 


		(v)	Engineer’s Contract. Until all
work thereunder has been performed, the Engineer’s Contract shall remain in full force and effect, shall not have been modified
without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and no
material default or event of default shall exist thereunder by Borrower. During the continuance of an event of default by an Engineer
under an Engineer’s Contract (following any required notice to such Engineer and the expiration of any applicable cure period),
Lender shall be entitled to withhold the portion of a Disbursement to Borrower which would be otherwise payable to such Engineer
absent such event of default.



 


		(vi)	Designer’s Contract. Until all
work thereunder has been performed, the Designer’s Contract shall remain in full force and effect, shall not have been modified
without Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and no
material default or event of default shall exist thereunder by Borrower. During the continuance of an event of default by Designer
under the Designer’s Contract (following any required notice to such Designer and the expiration of any applicable cure
period), Lender shall be entitled to withhold the portion of a Disbursement to Borrower which would be otherwise payable to the
Designer absent such event of default.



 


		(vii)	Demolition Contract. Until all work
thereunder has been performed, the Demolition Contract shall remain in full force and effect, shall not have been modified without
Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and no material
default or event of default shall exist thereunder by Borrower. During the continuance of an event of default by Demolition Contractor
under the Demolition Contract (following any required notice to such Demolition Contractor and the expiration of any applicable
cure period), Lender shall be entitled to withhold the portion of a Disbursement to Borrower which would be otherwise payable
to the Demolition Contractor absent such event of default.



 




    	 	-48-	 



     


    

 


		(viii)	Construction Contract. Until all work
thereunder has been performed, the Construction Contract shall remain in full force and effect, shall not have been modified without
Lender’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (other than with
respect to requests to modify the Construction Contract that require SCA’s approval under the School Unit Purchase Agreement
but have not been approved by the SCA, which may be granted or withheld in Lender’s sole and absolute discretion), and no
material default or event of default shall exist thereunder by Borrower. During the continuance of an event of default by the
Contractor under the Construction Contract (following any required notice to the Contractor and the expiration of any applicable
cure period), Lender shall be entitled to withhold the portion of a Disbursement to Borrower which would be otherwise payable
to the Contractor absent such event of default. The Construction Contract must be on a guaranteed maximum price basis with a minimum
of 65% buyout of subcontracts, and with allowances totaling not more than 10% of total trade costs. The Construction Contract
must also include a contingency of not less than four percent (4%) of trade costs which will be independent from the Contingency
Line Item in the Approved Budget.



 


		(ix)	Services Contract. Until all work thereunder
has been performed, the Services Contract shall remain in full force and effect, shall not have been modified without Lender’s
prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and no material default or event
of default shall exist thereunder by Borrower. During the continuance of an event of default by Owner’s Representative under
the Services Contract (following any required notice to Owner’s Representative and the expiration of any applicable cure
period), Lender shall be entitled to withhold the portion of a Disbursement to Borrower which would be otherwise payable to the
Owner’s Representative absent such event of default.



 


		(x)	Subcontractors and Material Suppliers.
All changes to the list of Major Subcontractors that was approved by Lender as of the Closing Date shall have been approved by
Lender in writing, which approval shall not be unreasonably withheld, conditioned or delayed. With respect to each such change
to a subcontractor or material supplier, the list shall include the name, address and telephone number, a general statement of
the nature of the work to be performed, the labor and materials to be supplied, and the cost of the labor and work. Borrower shall
promptly advise Lender of new names as such subcontracts are awarded or any changes in the information regarding such subcontractors
and suppliers.



 




    	 	-49-	 



     


    

 


		(xi)	Consents to Assignments. The Architect’s
Consent, the Designer’s Consent, the Demolition Contractor’s Consent, the Engineer’s Consent, the Owner’s
Representative’s Consent and the Contractor’s Consent shall each remain in full force and effect with no event of
default (following any required notice to the Architect, the Designer, the Demolition Contractor, the Engineer, the Owner’s
Representative or the Contractor, as applicable, and the expiration of any applicable cure period) thereunder.



 


		(xii)	Zoning. The zoning status of the Land
and the Project shall continue to permit the Construction Work to be Completed and permit the intended use of the Improvements.



 


		(xiii)	Bonding. Lender shall have received
and approved (which approval shall not be unreasonably withheld, conditioned or delayed) a Payment and Performance Bond for each
subcontractor which does not qualify for Subcontractor Default Insurance.



 


		(xiv)	Subcontractor Default Insurance. Subject
to the next following sentence, the Subcontractor Default Insurance for all subcontractors (including, without limitation, all
Major Subcontractors) shall have been delivered to and approved by Lender (which approval shall not be unreasonably withheld,
conditioned or delayed) and shall remain in full force and effect in accordance with Section 5.1(d). Notwithstanding the
foregoing, if any subcontractor does not qualify for Subcontractor Default Insurance, a Payment and Performance Bond shall be
obtained.



 


(b)          Borrower
has delivered evidence, satisfactory to Lender in its reasonable discretion, that Borrower has contributed the Required Equity
then required in accordance with Section 3.2.


 


(c)          No
Potential Event of Default or Event of Default exists.


 


(d)          The
Loan is not Out of Balance, such determination to be made in Lender’s reasonable discretion and will be based upon information
provided to Lender by the Inspector, Administrator, Borrower and Lender’s own analysis.


 


(e)          Within
forty-five (45) days following the first Disbursement to Borrower subsequent to the completion of foundations and footings, Lender
shall have received and approved (which approval shall not be unreasonably withheld, conditioned or delayed) a supplemental survey
that complies with Lender’s reasonable survey requirements showing that all foundations and footings of the Project are within
the boundaries of the Land and comply with all applicable setback lines and showing that no buildings or improvements are to be
constructed within the area of any easement, together with, to the extent then available, a survey endorsement to the Title Policy.
Provided Borrower ordered the supplemental survey promptly upon the commencement of the foregoing forty-five (45) day period, Lender
will extend said forty-five (45) day period to sixty (60) days subsequent to the completion of the foundations and footings if
the survey is not completed within said forty-five (45) day period.


 




    	 	-50-	 



     


    

 


(f)           Within
thirty (30) days after the pouring of concrete for any Improvements, Borrower shall cause break tests to be completed with respect
to said poured concrete, and Borrower shall use commercially reasonable efforts to cause the written reports containing the break
test results to be delivered to Lender promptly following said tests. Said test results must be reasonably satisfactory to Lender
and the Inspector. Borrower shall also provide Lender with ongoing break tests over the ensuing one hundred twenty (120) days,
the results of which break tests shall be provided to Lender and shall be reasonably satisfactory to Lender and Inspector. Lender
acknowledges and agrees that if the results yield a low break, Lender and Inspector shall approve such results if Borrower’s
structural engineer of record approves same based on the structural design of the Improvements.


 


(g)          The
requested Disbursement to Borrower, together with the Term Loan and all prior Disbursements to Borrower and the Interest Holdback,
shall not cause the outstanding principal balance of the Loan to exceed the Maximum Loan Amount, such determination to be made
in Lender’s reasonable discretion.


 


(h)          Lender
is reasonably satisfied that the percentage of the Approved Budget allocated to the Hard Costs already funded (the sum of Building
Loan Advances, Project Loan Advances and Additional Equity funded for the payment of Hard Costs on or after the date of this Agreement)
is no more than the percentage of the Improvements already completed, and that the sum of the Funds allocated to Hard Costs and
not yet advanced as Disbursements to Borrower and the then unfunded portion of Additional Equity allocated to Hard Costs and are
sufficient to pay all the unpaid Hard Costs set out in the Approved Budget.


 


(i)           Lender,
in its reasonable opinion, is not prohibited from advancing Funds as Disbursements to Borrower under any Legal Requirements (including,
without limitation, applicable lien laws or stop notice statutes).


 


(j)           Intentionally
omitted.


 


(k)          All
representations and warranties of Borrower and Indemnitor under this Agreement and under the other Loan Documents are true and
correct in all material respects as of the date of each Disbursement to Borrower (subject to such changes as may have resulted
from acts, omissions, events or circumstances that do not have a Material Adverse Effect and does not constitute a Potential Event
of Default or Event of Default hereunder).


 


(l)           Other
than Disbursements to Borrower from the Interest Holdback and Interest Reserve, which shall be disbursed by Lender to pay interest
under the Notes in accordance with Section 3.6, Borrower has submitted to Lender a Draw Request and a Borrower Certification
for such Disbursements to Borrower, together with all supporting documents required under this Agreement.


 




    	 	-51-	 



     


    

 


(m)         None
of the Milestone Construction Hurdles remain unsatisfied beyond the applicable Milestone Deadline, subject to extension for Force
Majeure in accordance with Section 4.1(b).


 


(n)          Borrower
has provided Lender with evidence of payment to the Contractor and each Major Subcontractor for the amounts covered by all prior
Disbursements to Borrower for which payment is due.


 


(o)          The
Improvements are being constructed in a good and workmanlike manner substantially in accordance with the Plans and all required
inspections and approvals pursuant to Legal Requirements and this Agreement have been obtained as and when necessary.


 


(p)          Inspector
has received a title search continuation which shows no new or intervening liens or encumbrances, other than those approved in
writing by Lender or which are bonded or otherwise discharged in accordance with Legal Requirements and shows the payment status
of all Impositions.


 


(q)          If
any Permits are issued after the initial disbursement of the Loan, Lender shall have received copies of all such Permits.


 


(r)           No
notice of a material default by Borrower (as determined by Lender in its reasonable discretion) that remains outstanding has been
received by Borrower or Lender under the School Unit Purchase Agreement, the Master Lease or the Sublease.


 


(s)          Borrower
shall have paid (or concurrently with the requested Disbursement to Borrower shall pay) all of Lender’s reasonable costs
and expenses incurred in connection with the Disbursement to Borrower including, without limitation, actual outside reasonable
attorneys’ fees (if any), costs and expenses to inspect the Project, recording and filing charges, title company charges
and the costs of any endorsements to Lender’s Title Policy.


 


(t)           If
any Change Order increases the payment obligation of SCA under the School Unit Purchase Agreement, Lender may condition any approval
required or permitted of Lender under this Agreement or the other Loan Documents and any Disbursement to Borrower upon the receipt
by Lender of Evidence of Sufficient Funds with respect to said increased payment obligation. If pursuant to the terms of the School
Unit Purchase Agreement, Borrower is obligated to pay any increase in the hard costs related to the School Fit-Out Work (as defined
in the School Unit Purchase Agreement), Lender may condition any approval of any Change Order which has the result of increasing
such costs or any Disbursement to Borrower upon the receipt by Lender of an Equity Deposit in an amount equal to such increased
cost, disbursable by Lender to pay (or reimburse Borrower for the payment of) such increased cost, once due and payable.


 




    	 	-52-	 



     


    

 


(u)          In
the event that the Master Lease, Sublease and School Unit Purchase Agreement are not executed contemporaneously with the Closing
Date, prior to Lender making the initial Disbursement to Borrower following the Closing Date, Borrower shall provide Lender with
an estoppel certificate from the SCA, as tenant under the Master Lease, as sublandlord under the Sublease and as SCA under the
School Unit Purchase Agreement, stating that (i) each of the School Unit Purchase Agreement, the Sublease and the Master Lease
is in full force and effect and is unmodified; (ii) there is no violation of or default by the SCA or, to SCA’s knowledge,
Borrower under the Master Lease, the Sublease or the School Unit Purchase Agreement; (iii) there is no presently exercisable credit
or offset and that the SCA has no knowledge of any circumstances which would give rise to any credit or set-off against any future
obligations of the SCA under the Master Lease or School Unit Purchase Agreement; (iv) there is no voluntary or involuntary Bankruptcy
Proceeding pending against the SCA; (v) the term of each of the Master Lease and the Sublease has commenced and the full rental
thereunder has been paid; (vi) the SCA has accepted possession of the Master Leased Premises, subject to the terms of the Master
Lease, the School Unit Purchase Agreement and the Sublease; (vii) there are no tenant allowances under the Master Lease and that
there are no current payments to be made by Borrower to the SCA thereunder or under the Master Agreement which have not been paid;
(viii) the address for notices to be sent to the SCA is as set forth therein; (ix) the SCA has not subleased all or any part of
the Master Leased Premises other than to Borrower, as subtenant, pursuant to the Sublease; (x) the SCA has not assigned the Master
Lease, the Sublease or the School Unit Purchase Agreement or any interest therein or any of its rights or obligations thereunder,
nor has the SCA granted any mortgage, deed of trust, security agreement or security interest in, on or to the SCA’s leasehold
estate under the Master Lease or the SCA’s interest in the Master Lease or the Master Leased Premises; (xii) Borrower has
no obligations to SCA under the Master Lease, Sublease or School Unit Purchase Agreement other than as set forth therein; and (xiii)
the SCA has not subordinated its interest in the Master Lease to any mortgage, deed of trust or security agreement other than as
set forth in the Triparty Agreement.


 


Section 3.4           Requests
for Disbursements to Borrower.


 


(a)          Between
the Closing Date and September 22, 2021, Borrower may request a Disbursement to Borrower to pay costs of the Project set forth
in the Approved Budget by delivering a Draw Request to Lender.


 


(b)          Each
Draw Request (i) must specifically request the portion of the Disbursement to Borrower to be made under the Building Loan, the
portion of the Disbursement to Borrower to be made under the Project Loan, and the amount of the School Payment Disbursement to
be made from the School Purchase Control Account (which allocation shall be subject to confirmation by Lender and shall be made
in accordance with the terms of this Agreement), (ii) except for the final Disbursement to Borrower, must be for an amount equal
to or greater than $250,000.00, and (iii) shall not be submitted more often than once a month. Lender shall diligently and reasonably
promptly process each Draw Request following receipt by Lender of the Draw Request and all required accompanying information and
materials in compliance with the provisions of this Article 3. Lender shall use reasonable efforts to confirm the satisfaction
all conditions precedent to a given Disbursement set forth in this Agreement within five (5) Business Days following such satisfaction,
and, in all events, Lender shall confirm the satisfaction of such conditions precedent within seven (7) Business Days following
such satisfaction. Lender shall make such Disbursement to Borrower within five (5) Business Days after Lender has confirmed the
satisfaction of the conditions precedent thereto set forth herein as set forth in the immediately preceding sentence. Disbursements
to Borrower and School Payment Disbursements are not permitted to be used for the payment of any School Costs.


 




    	 	-53-	 



     


    

 


(c)          Each
Draw Request shall be accompanied by (i) a progress report (as described in Section 4.3 hereof), (ii) to the extent not
previously furnished to Lender, the most current quarterly or annual, as applicable, financial statements for Borrower, as well
as a balance sheet, (iii) to the extent not previously furnished to Lender, copies of certified income and expense statements for
the Property; (iv) detailed line item descriptions of the costs to be reimbursed or paid with the Disbursement to Borrower and
School Payment Disbursement and the corresponding Line Items under which such costs fall, (v) any Additional Equity, if required
to be deposited with Lender under this Agreement or an Equity Deposit, if required to be deposited under Section 3.3(t)
relating to an increase in the hard costs related to the School Fit-Out Work (as defined in the School Unit Purchase Agreement);
and (vi) such documents and instruments as Lender may reasonably request to establish that each person performing labor or supplying
materials has been paid or will be paid (to the extent payment is due) from the funds advanced pursuant to said Draw Request for
all work performed and materials supplied through the date of the Draw Request, including without limitation, Acceptable Invoices,
paid invoices, applicable AIA forms, and conditional or unconditional lien waivers from the Contractor, Major Subcontractors and
other subcontractors, as applicable. Each Draw Request shall be deemed to be a renewal of all Borrower’s warranties and representations
in this Agreement and the other Loan Documents, as updated to reflect changed facts which do not have a Material Adverse Effect.
To the extent an Equity Deposit has been made by Borrower into the Loan Reserve, Disbursements to Borrower shall be made first
from such Equity Deposits.


 


(d)          Each
Draw Request must also include a Borrower Certification, which, inter alia, includes a representation and warranty (i) that
SCA has approved and funded (or Borrower has funded or caused to be funded) the Public School Project Costs included in all prior
Requisitions and attaching a copy of each Requisition delivered to and approved by the SCA with respect to said Public School Project
Costs, to the extent required under the School Unit Purchase Agreement, (ii) that identifies the Public School Project Costs paid
(or reimbursed) from the Control Accounts, (iii) that such Draw Request does not violate the provisions of the School Unit Purchase
Agreement, and (iv) that all Change Orders to date either have not required SCA’s prior consent or if such consent was required
pursuant to the terms of the School Unit Purchase Agreement, such consent has been obtained in writing and that a copy of any such
consent has been delivered to Lender in connection with the applicable Change Order request. School Payment Disbursements shall
be made from the School Purchase Control Account, to the extent funds are available in the School Purchase Control Account. To
the extent that Borrower satisfies all of the conditions precedent to a Disbursement to Borrower, Lender shall first disburse funds
in the School Purchase Control Account until all such funds are exhausted prior to making any Disbursements to Borrower pursuant
to the terms of this Agreement. Any School Payment Disbursements made from the School Purchase Control Account shall not constitute
a Disbursement to Borrower so as to increase the outstanding principal balance of the Loan. School Payment Disbursements to Borrower
shall be used to pay the Contractor concurrently with the payments to the Contractor for costs of the Project (other than School
Costs) that are covered by the applicable Draw Request.


 




    	 	-54-	 



     


    

 


(e)          In
the event that (x) the SCA fails to fund any School Cost Payments when required under the terms of the School Unit Purchase Agreement,
or (y) Lender determines in its reasonable discretion that the SCA will not fund a particular Requisition, as a result of Borrower
failing to satisfy a condition precedent to such obligation of the SCA to fund said School Cost Payments or otherwise (the parties
agreeing that Lender’s determination shall be deemed reasonable if the SCA has not funded any School Cost Payments for more
than seventy-five (75) days after Borrower submitted to SCA a Requisition with respect to such School Cost Payment pursuant to
subsection 5.02(c)(iii) of the School Unit Purchase Agreement (but if SCA’s failure to so fund any School Cost Payment falls
within an annual payment moratorium of The City of New York pursuant to Section 9.02(a) of the School Unit Purchase Agreement,
Lender’s determination shall only be deemed reasonable if the SCA has not funded any School Cost Payments by the later to
occur of (i) seventy-five (75) days after Borrower submitted to SCA a Requisition with respect to such School Cost Payment pursuant
to subsection 5.02(c)(iii) of the School Unit Purchase Agreement, and (ii) seventy-five (75) days after the date of the expiration
of such annual moratoriam)), Borrower shall have twenty (20) Business Days from the date that the SCA is required to fund said
unfunded School Cost Payments pursuant to the terms of the School Unit Purchase Agreement in the case of (x) and ten (10) days
from said Lender’s determination in the case of (y), to fund such unfunded School Cost Payments into the School Purchase
Control Account. Said funds in the School Purchase Control Account shall not be available as a School Payment Disbursement unless
and until all of Borrower’s Required Equity shall be contributed. Lender shall not be required to make any Disbursement to
Borrower until such unfunded School Cost Payment has been made by Borrower or the SCA. Borrower acknowledges that Lender shall
not be deemed to have waived any of its rights and remedies against the SCA relating to said failure by the SCA to fund any School
Cost Payment.


 


Section 3.5           Disbursements
to Borrower for Hard Costs.


 


(a)          Each
Draw Request for Hard Costs shall be accompanied by a Contractor’s Application for Payment together with AIA form G702 and
AIA form G703 signed by the Contractor and the Architect, and indicating the percentage of completion of each Hard Cost Line Item
set forth in the Approved Budget;


 


(b)          Each
Draw Request for Hard Costs shall be based upon the percentage of completion of the Hard Cost Line Items. The percentage of completion
shall be based upon the Architect’s certificate of job progress, or the report of the Inspector, whichever is less;


 


(c)          From
each Disbursement to Borrower for the payment of Hard Costs (other than the Contractor’s fee and general conditions costs),
Lender shall withhold ten percent (10%) retainage (the “Retainage”); provided, however, upon the completion
of fifty percent (50%) of the work with respect to any given subcontract, as determined by Borrower (subject to Lender and Inspector
approval (not to be unreasonably withheld, conditioned or delayed)), Lender shall withhold zero percent (0%) retainage thereafter
with respect to such subcontract.  Additionally, upon substantial completion of the work with respect to any given subcontract
substantially in accordance with the Approved Plans, as certified by Borrower and confirmed by the Inspector (not to be unreasonably
withheld, conditioned or delayed), Lender shall permit Retainage with respect to such subcontract to be disbursed subject to the
satisfaction of the other applicable disbursement conditions herein; provided that after substantial completion and until final
completion of such subcontractor’s work, Retainage for such subcontract shall equal two and one-half percent (2.5%) of the
work under such subcontractor plus 200% of the remaining punch-list work to be performed by such subcontractor.


 




    	 	-55-	 



     


    

 


(d)          If
any Draw Request covers, in whole or in part, a payment for materials not incorporated into the Improvements (“Stored
Materials”), Lender shall have no obligation to make such disbursement unless Lender determines, in its reasonable
discretion, from evidence provided by Borrower, that (i) the materials are stored at a location on the Land reasonably acceptable
to Lender, (ii) the materials are fully insured under a reasonably satisfactory insurance policy naming Lender and Borrower as
loss payees, (iii) the materials are identifiable, and are properly segregated from materials not intended for the Construction
Work, (iv) if required by Lender, the Inspector shall have inspected such materials and verified satisfaction of the foregoing
requirements (which verification shall not be unreasonably withheld, conditioned or delayed), and (v) Lender has a perfected security
interest in the Stored Materials. Subject to the satisfaction of the foregoing conditions but notwithstanding anything herein to
the contrary, Lender will fund no more than $5,000,000.00 for Stored Materials at any one time; and


 


(e)          Prior
to any Disbursements to Borrower to pay for Hard Costs, Lender must receive, and approve (which approval shall not be unreasonably
withheld, conditioned or delayed) the substance and conclusions of, a written report from the Inspector which will include a review
and comment on Borrower’s monthly Draw Request, construction progress, percentage complete, conformity with Approved Plans
and Legal Requirements, the activity and coordinating among trades, the quality of workmanship, the accuracy of the Borrower’s
estimates of the percentage of work completed, a list of all pending and approved Change Orders and confirmation of whether remaining
Funds not yet advanced as Disbursements to Borrower, together with School Cost Payments not yet advanced by the SCA, are sufficient
for Borrower to achieve Completion of the Construction Work. Lender shall use commercially reasonable efforts to cause Inspector
to timely provide the foregoing report.


 


Section 3.6           Disbursements
for Payment of Interest from the Interest Holdback and Interest Reserve. The Approved Budget contains a Line Item for interest
payments payable under the Building Loan Note to be advanced under the Building Loan in the amount of up to SEVENTEEN MILLION
NINETY FOUR THOUSAND SEVEN HUNDRED TEN AND 00/100 DOLLARS ($17,094,710.00) (the “Building Loan Interest Holdback”)
and a Line Item for interest payments payable under the Project Loan Note and the Term Loan Note to be advanced under the Project
Loan in the amount of up to TWELVE MILLION NINE HUNDRED FIVE THOUSAND TWO HUNDRED NINETY AND 00/100 DOLLARS ($12,905,290.00)
(the “Project Loan and Term Loan Interest Holdback”; collectively with the Building Loan Interest Holdback,
the “Interest Holdback”). To the extent there is cash flow from the Property, Borrower shall use said
cash flow to pay all Actual Debt Service under the Notes. To the extent that the cash flow from the Property is insufficient to
pay the Actual Debt Service, Funds in the Interest Holdback (or if Borrower has funded the Interest Reserve under Section 2.9,
Funds in the Reserve Account, until such Funds are exhausted) shall be applied by Lender as a Disbursement to Borrower to make
the monthly interest payments on the Loan that become due and payable prior to the date on which all Disbursements to Borrower
from the Interest Holdback have been made provided that the following conditions remain satisfied: (i) no Event of Default exists,
(ii) the Loan is not Out of Balance, and (iii) Borrower continues to satisfy the provisions of Section 2.9. Each Disbursement
to Borrower from the Interest Holdback shall increase the outstanding principal balance of the applicable Loan. Nothing herein
is intended or shall be construed to alter or limit Borrower’s obligation to make the monthly interest payments on the Loan
if the Interest Holdback and the Interest Reserve are inadequate or the conditions under Section 3.3 are not satisfied.


 




    	 	-56-	 



     


    

 


Section 3.7          Final
Disbursement to Borrower for Hard Costs and Soft Costs. The final Disbursement to Borrower from the Building Loan and the
Project Loan, including the Retainage (but excluding the Funds necessary pursuant to Section 3.17 below to establish the
Punch List Sub Reserve), shall be disbursed only upon Lender’s receipt of the following:


 


(a)          Evidence
that the Borrower has achieved Completion of the Construction Work and Project;


 


(b)          Evidence
reasonably satisfactory to Lender that Hard Costs other than with respect to Punch List Items shall, upon making the final Disbursement
to Borrower, have been paid in full;


 


(c)          An
endorsement to the title policy issued by the Title Company updating the coverage through the date of the final disbursement and
showing no exceptions to title other than those previously approved by Lender;


 


(d)          Evidence
(which may consist of a certified statement by Borrower) that Borrower has accepted the Improvements as complete from the Contractor,
subject to completion of Punch List Items; and


 


(e)          Evidence
reasonably satisfactory to Lender that the undisbursed portion of the Interest Holdback and, if applicable, the Interest Reserve,
is sufficient to pay all Assumed Debt Service on the Loan until the date that Subdivided Residential Units are projected to start
to be conveyed to Residential Unit Purchasers.


 


Section 3.8          Deliveries
after Completion of the Construction Work. Within thirty (30) days following Completion of the Construction Work, Borrower
shall use commercially reasonable efforts to deliver the following items in form and content acceptable to Lender:


 


(a)          Three
copies of an ALTA/ACSM “Class A” Land Title Survey of the Project describing the dimensions and location of all Improvements
constructed in place prepared in accordance with the terms of Exhibit J attached hereto;


 


(b)          One
set of “as built” plans and specifications for the Improvements (or construction drawings marked to show changes in
the course of construction);


 


(c)          A
final personal property inventory and evidence of full payment for personal property in which Lender has or is to have a security
interest;


 




    	 	-57-	 



     


    

 


(d)          An
itemized statement showing the costs of construction incurred for construction of the Project, which statement shall be certified
to Lender as materially true and correct by an officer of Borrower and other such additional information Lender may reasonably
request in order to verify such cost of construction;


 


(e)          Such
certificates and other evidence as Lender may reasonably require that Borrower is in compliance with all insurance requirements
under the Loan Documents;


 


(f)           An
updated Phase I environmental report dated after Completion of the Construction Work satisfying the requirements set forth in Exhibit
K attached hereto and otherwise acceptable to Lender in all material respects as determined in Lender’s reasonable discretion;
and


 


(g)          Lender
shall have reviewed and approved (which approval shall not be unreasonably withheld, conditioned or delayed) a true, correct and
complete copy of the Management Agreement relating to the Project in accordance with the provisions of Section 7.5.


 


Section 3.9           Contingency:
Reallocations. Borrower shall have the right to recognize up to $500,000.00 per any one Line Item of Available Cost Savings
and a total Available Cost Savings of up to $2,000,000.00. Any Available Costs Savings realized in excess of the foregoing amounts
must be approved by Lender in its reasonable discretion. Subject to this Section 3.9, Borrower shall have the right to reallocate
Available Cost Savings in Line Items to cost overruns in other Line Items. The Line Item designated “Contingency” (the
“Contingency Line Item”) represents an amount necessary to provide reasonable assurances to Lender that
additional Funds are available to be used if the allowances for certain items in the Construction Contract are not sufficient or
if additional costs and expenses are incurred or additional interest accrues on the Loan, or unanticipated events or problems occur.
The Approved Budget shall contain a Contingency Line Item equal to a minimum of six and one-half percent (6.5%) of the unpaid Hard
Costs to Complete the Project as of the date hereof and five percent (5.0%) of unpaid Soft Costs to Complete the Project as of
the date hereof. Borrower may from time to time request that portions of the Contingency Line Item be reallocated to other Line
Items. Such requests shall be subject to Lender’s written approval which shall not be unreasonably withheld, conditioned
or delayed and shall be granted provided that, in Lender’s reasonable judgment, there are sufficient amounts remaining in
the Contingency Line Item, to protect against cost overruns and other unanticipated events or circumstances. Notwithstanding anything
to the contrary contained above in this Section 3.9, Borrower shall in no event or under any circumstances have the right
(i) to reallocate any Available Cost Savings in a Line Item for any Hard Costs to a Line Item other than another Line Item for
Hard Costs, without in each instance obtaining Lender’s prior written approval, (ii) to reallocate any Available Cost Savings
in a Line Item for Soft Costs to a Line Item for Hard Costs without in each instance obtaining Lender’s prior written approval,
(iii) to reallocate Funds in the Interest Holdback to other Line Items, or (iv) in any event, to cause a reallocation to occur
that in the reasonable opinion of Lender, its counsel or the Title Company, will be in contravention of the Lien Law, or that in
the reasonable opinion of Lender, its counsel or the Title Company will adversely affect or impair the lien or the priority of
lien of the Mortgage.


 




    	 	-58-	 



     


    

 


Section 3.10         Developer
Fee. The Developer Fee set forth in the Approved Budget shall not exceed $4,500,000.00 (the “Developer Fee”)
in the aggregate and subject to the satisfaction of all the conditions of a Disbursement to Borrower, will be funded as follows:
(i) not more than $1,000,000 of the Developer Fee shall be funded by Lender on the Closing Date and (ii) the remainder of the Developer
Fee shall be paid on a straight line monthly basis in equal installments over the 42-month period of construction of the Project
(the “Monthly Developer Fee”), commencing as of the date of issuance to the Contractor of a notice to
proceed. In the event of any revision to the Construction Timeline approved by Lender, the amount of the Monthly Developer Fee
to be paid to Borrower each month shall be equitably recalculated, and Borrower shall submit for Lender’s approval a revised
payment schedule which uniformly allocates the applicable unpaid portion of the then projected Monthly Developer Fee to the remaining
duration of the applicable Construction Timeline. The timing and amount of such installment of the Monthly Developer Fee may be
further adjusted, from time to time, based on Borrower’s reasonable revisions to the Construction Timeline that are approved
in writing by Lender.


 


Section 3.11         Balancing;
Loan Reserve. If at any time during the term of the Loan, Lender reasonably determines that the Loan is Out of Balance
(taking into account any Interest Rate Protection Agreements in place, amounts remaining in the Contingency Line Item available
for the Project on a percentage complete basis and Available Cost Savings), Borrower shall, prior to any further Disbursements
to Borrower being made by Lender, make an additional Equity Deposit in an amount sufficient to bring the Loan “in balance”
for deposit into the Loan Reserve within twenty (20) Business Days following demand from Lender. Such additional Equity Deposits
shall not be counted towards Borrower’s Required Equity. Anything contained in this Agreement to the contrary notwithstanding:
(i) it is expressly understood and agreed that Borrower shall cause the Loan to be “in balance” at all times, and (ii)
Lender shall not be obligated to make any Disbursements to Borrower if the Loan is Out of Balance. The Loan shall be deemed “Out
of Balance” if the ratio, expressed as a percent, of (a) the remaining costs to achieve Completion of the Construction
Work, inclusive of required interest due under the Loan at the Contract Rate, each as reasonably determined by Lender, to (b) the
sum of (i) the unfunded portion of the Building Loan and the Project Loan (inclusive of any undisbursed portion of the Interest
Holdback but specifically excluding, however, unfunded amounts of the Building Loan and the Project Loan that are budgeted for
the payment of leasing commissions, tenant improvement allowances and tenant improvement work), (ii) the remaining Additional Equity
to be funded by Borrower plus the Equity Deposits, if any, then held by Lender, (iii) the Interest Reserve and (iv) the School
Cost Payments that remain to be funded by the SCA under the School Unit Purchase Agreement (so long as no default by the SCA shall
have occurred thereunder which continues after the giving of any applicable notice and expiration of the applicable cure period;
provided, however, that School Cost Payments that the SCA fails to fund when required under the terms of the School Unit Purchase
Agreement or which Lender reasonably determines under Section 3.4(e)(y) will not be funded by the SCA shall not be taken
into account in the forgoing calculation), is greater than one-hundred percent (100%). The unfunded portions of the Building Loan,
the Project Loan and the Additional Equity will include the required Contingency, as reasonably determined by Lender based upon
the then current percent of completion, and Available Cost Savings. Notwithstanding anything to the contrary contained in Section
3.4(e) or this Section 3.11, the Loan shall not be deemed to be Out of Balance due to the fact that a default by SCA
under the School Unit Purchase Agreement shall have occurred which continues after the giving of any applicable notice and expiration
of the applicable cure period, SCA shall have failed to fund any School Cost Payments when required under the terms of the School
Unit Purchase Agreement or Lender has reasonably determined under Section 3.4(e)(y) that certain School Cost Payments will
not be funded by SCA, in any such case, so long as Borrower or SCA thereafter funds each School Cost Payment on or prior to the
later to occur of (x) the date upon which such School Cost Payment would have been payable by SCA under the School Unit Purchase
Agreement if not for such default by SCA, failure to fund by SCA or determination by Lender or (y) the date upon which Borrower
is required to make such payment pursuant Section 3.4(e)(y).


 




    	 	-59-	 



     


    

 


Section 3.12         Manner
of Disbursement. Lender shall make Disbursements to Borrower directly into Borrower’s Operating Account; provided,
that if an Event of a Default exists and Lender elects to make a Disbursement to Borrower in its sole discretion, Lender may, at
its option, make said Disbursement to Borrower through a title insurance company, or directly or by joint payee check to contractors,
material suppliers, laborers and other persons entitled thereto.


 


Section 3.13         Expenses,
Fees and Interest. Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses incurred in connection
with the Disbursements to Borrower, including, without limitation, the Control Accounts, Administrator’s fees, Inspector’s
fees, actual out-of-pocket attorneys’ fees, actual out-of-pocket costs and expenses to inspect any new or renovated Improvements,
any recording and filing charges and any title insurance company charges. Notwithstanding any other provision of this Agreement,
upon ten (10) days prior notice to, but without authorization from, Borrower, Lender may elect to use the Funds to pay when due
any fees owed by Borrower to Lender, the Administrator or the Inspector under this Agreement or any other Loan Document, interest
on the Loan, reasonable legal fees and costs of Lender’s or Lender’s attorneys which are payable by Borrower, and such
other sums as may be payable from time to time by Borrower to Lender or the Administrator under the Loan Documents if such payment
is not made by Borrower within such ten (10)-day period. Such payments, at the option of Lender, may be made by debiting or charging
the Funds in the amount of such payments without first disbursing such amount to Borrower and shall be deemed to be a Disbursement
to Borrower.


 


Section 3.14         Use
of Funds. All Disbursements to Borrower shall be used only to pay the costs set out in the Approved Budget and only in
accordance with a Draw Request approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed).


 


Section 3.15        Responsibility
For Application of Funds. Lender shall not have any obligation to assure that Disbursements to Borrower are applied against
the costs shown in the Draw Request, and Borrower accepts sole and full responsibility for and warrants proper application of all
such disbursements. Borrower hereby releases and agrees to hold harmless, protect, indemnify, and defend Lender and its officers,
directors, employees, attorneys, and agents from all Losses, demands, claims, and expenses that arise out or are related to any
alleged misapplication or misuse of Funds by Borrower or anyone acting on behalf of Borrower.


 




    	 	-60-	 



     


    

 


Section 3.16         Governmental
Set Asides. In the event that any Funds are set aside (“Set Aside Funds”) for purposes of meeting
any governmental requirements to pay for performance obligations imposed on Borrower, such Set Aside Funds shall be treated as
Disbursements to Borrower on the date they are set aside. The Set Aside Funds shall, in Lender’s sole discretion, either
be held in the Loan Reserve (and not be eligible to be used for Disbursements to Borrower), and shall be under the sole dominion
and control of Lender. Borrower hereby grants to Lender a security interest in the Set Aside Funds to secure the Obligations. Upon
the satisfaction by Borrower of all work and other governmental requirements that are secured by the Set Aside Funds, as long as
no Event of Default exists, the Set Aside Funds shall be released by Lender from the Loan Reserve and disbursed by Lender from
the Loan Reserve in accordance with the terms of this Agreement.


 


Section 3.17         Punch
List Sub Reserve. Upon Completion, Borrower shall deposit into the Loan Reserve (which deposit, as long as the Loan is
not Out of Balance, may be funded by available Loan proceeds from the applicable line items for the costs in question as well as
contingency line item in the Approved Budget) an amount equal to one hundred twenty-five percent (125%) of Lender’s estimate
of costs to complete the Punch List Items (such amounts deposited in the Loan Reserve, the “Punch List Sub Reserve”).
Funds in the Punch List Sub Reserve shall be disbursed to Borrower, in a single disbursement, upon completion of the Punch List
Items in accordance with the requirements of Section 4.10 of this Agreement, as confirmed by Lender in its reasonable discretion.


 


Section 3.18         Funding
for Deposits. If any Draw Request covers, in whole or in part, the payment of a deposit or deposits to a vendor or supplier
of construction materials, supplies or components for the Construction Work, Lender shall have no obligation to make such disbursement
unless (i) said deposit and the vendor or supplier that is the payee are identified in the Draw Request, and (ii) said deposit
is identified on and does not exceed the amount set forth on Exhibit I.


 


Section 3.19         Personal
to Borrower. Disbursements to Borrower are personally available to and for the sole benefit of TPHGreenwich Owner LLC,
a Delaware limited liability company, and shall not be available to or assignable to any other person or party. Any right to request
a Disbursement to Borrower shall terminate and become null and void upon any transfer of title to the Mortgaged Property, or any
portion thereof in violation of this Agreement, or upon any unauthorized Conveyance.


 


Section 3.20         EB-5
Investments. EB-5 investors shall not be permitted to contribute any equity to the Project without Lender’s prior
written approval, which approval may be withheld in Lender’s sole and absolute discretion.


 


Section 3.21         Union
Labor. Lender encourages Borrower to seek competitive union bids where applicable on any subcontracts for Construction
Work estimated to cost over Five Million and 00/100 Dollars ($5,000,000.00).


 


Section 3.22         Change
in Scope of Project. In the event that the SCA has materially defaulted under the School Unit Purchase Agreement, Borrower
may request that Lender consent to a change in the scope of the Project, which consent may be withheld in Lender’s sole and
absolute discretion.


 




    	 	-61-	 



     


    

 


ARTICLE
4



CONSTRUCTION OF IMPROVEMENTS


 


Section 4.1           Commencement
and Completion of Construction.


 


(a)          If
not already commenced, Borrower shall use good faith efforts to commence the Construction Work within thirty (30) days following
the Closing Date and Borrower shall thereafter diligently and continuously pursue the achievement of Completion. The Construction
Work shall be performed and the Improvements shall be constructed in a good and workmanlike manner, free from all material defects
in materials or workmanship. The Construction Work shall conform in all material respects to the Business Plan, the School Unit
Purchase Agreement, the Approved Plans and all Legal Requirements, as same may be modified in accordance with the terms of this
Agreement. The Construction Work shall proceed diligently and Borrower shall achieve Completion of the Construction Work and the
Improvements on or before the Completion Date. In the case that there is a Force Majeure event, the Completion Date shall be extended
on a day-for-day basis for each calendar day that Borrower is unable to complete the Construction Work by the Completion Date provided
that (i) written notice of each such delaying cause is received by Lender within twelve (12) Business Days after Borrower first
becomes aware of the commencement of each such delaying cause and again within twelve (12) Business Days after Borrower becomes
aware of any termination or cessation thereof and (ii) the Completion Date shall in no event be extended beyond the date which
is 45 months following the Closing Date (i.e., September 19, 2021) (the “Outside Completion Date”), TIME
BEING OF THE ESSENCE, and (iii) the Loan is not Out of Balance (or sufficient Additional Equity has been contributed such that
the Loan is no longer Out of Balance).


 


(b)          Borrower
shall achieve each of the following conditions on or before the date specified therefor (each such condition shall be referred
to individually as a “Milestone Construction Hurdle” and the corresponding dates for Borrower to achieve
such Milestone Construction Hurdle are referred to individually as a “Milestone Deadline”) in each case,
as such date may be extended due to Force Majeure on a day-for-day basis for each day that Borrower is unable to achieve the applicable
Milestone Construction Hurdle by the applicable Milestone Deadline; provided, however, no Milestone Deadline shall be extended
due to a Force Majeure event (i) beyond the applicable “Outside Milestone Date” set forth below, or (ii)
beyond the Outside Completion Date:


 




    	 	-62-	 



     


    

 


	 	 	ID 	 	Milestone Construction

    Hurdle	 	Schedule

    Date	 	Milestone

    Deadline	 	Outside

    Milestone

    Date
	 	 	(from Construction

Timeline)	 	(from Construction

Timeline)	 	(from Construction

Timeline)	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	1	 	24	 	SOE Work completed	 	2/2/2018	 	6/30/2018	 	12/30/2018
	 	 	 	 	 	 	 	 	 	 	 
	2	 	26	 	Caisson Operation completed	 	5/21/2018	 	9/30/2018	 	3/30/2019
	 	 	 	 	 	 	 	 	 	 	 
	3	 	28 & 29	 	Foundation walls complete and Slab on grade poured	 	10/4/2018	 	2/28/2019	 	8/28/2019
	 	 	 	 	 	 	 	 	 	 	 
	4	 	38	 	Superstructure completed through Flr 9 and 9M	 	2/12/2019	 	6/30/2019	 	12/30/2019
	 	 	 	 	 	 	 	 	 	 	 
	5	 	44, 45 & 58	 	Superstructure topped out, crane removed and Curtainwall installation complete through curtainwall crown	 	9/23/2019	 	1/30/2020	 	4/30/2020
	 	 	 	 	 	 	 	 	 	 	 
	6	 	109	 	SCA Turnover aka Substantial Completion of School Base Building Work – T1	 	9/17/2019	 	12/31/2019	 	3/31/2020
	 	 	 	 	 	 	 	 	 	 	 
	7	 	75 & 110	 	MEP Work Completed and SCA Post Turnover Work – T2	 	3/5/2020	 	6/30/2020	 	9/30/2020
	 	 	 	 	 	 	 	 	 	 	 
	8	 	111 & 114	 	SCA Post Turnover Work – T3 and Resi TCO1	 	9/21/2020	 	12/31/2020	 	3/31/2021
	 	 	 	 	 	 	 	 	 	 	 
	9	 	116	 	Project Completion	 	12/29/2020	 	Completion Date	 	Outside Completion Date


 


Section 4.2           Change
Orders. All requests for changes (“Change Orders”) in the Approved Plans (other than minor field
changes involving no extra cost (provided that if SCA’s approval of such change is required under the School Unit Purchase
Agreement, Borrower shall have obtained SCA’s written approval thereof and provided a copy thereof to Lender )) shall be
in writing, signed by Borrower and the Architect, and delivered to Lender and to the Administrator promptly after execution. Borrower
shall obtain the SCA’s approval or consent to all Change Orders that affect the School Unit or the School Program (as defined
in the School Unit Purchase Agreement) (an “SCA Change Order”) in writing and a copy of such approval
or consent shall be delivered to Lender as an attachment to the applicable Change Order request. Borrower agrees to not permit
any work pursuant to any “material” Change Order without Lender’s prior written approval. A Change Order shall
be deemed “material” if it (i) adversely affects the value or changes the use of the Improvements, (ii) alters the
unit count below ninety (90) residential units or above ninety-three (93) residential units, (iii) is inconsistent with a luxury
residential condominium development as set forth in the Business Plan, (iv) increases or decreases the cost of the Construction
Work by more than $500,000.00, (v) when added to other Change Orders not requiring the approval of Lender (other than Change Orders
that Lender approved in writing), it increases or decreases the cost of the Construction Work by more than $2,500,000.00 (except
that Change Orders necessary to satisfy Legal Requirements of Governmental Authorities shall be permitted to be in excess of the
foregoing limit subject to an aggregate cap of $3,000,000.00), (vi) will cause Borrower to be unable to achieve Completion of the
Construction Work on or before the Completion Date, (vii) requires any consent or approval of the SCA under the School Unit Purchase
Agreement that was not obtained, (viii) causes an increase in the hard costs of the School Fit-Out Work (as defined in the School
Unit Purchase Agreement) for which Borrower is responsible under the School Unit Purchase Agreement, or (ix) constitutes an SCA
Change Order. If the cost of the Construction Work is increased by any Change Order and there are insufficient Funds (after any
permitted re-allocations of Available Cost Savings and excluding the Contingency Line Item in the Approved Budget) to pay the increased
cost, Borrower shall make an Equity Deposit in the amount of the increased cost with Lender in cash before permitting any work
pursuant to the Change Order. The cash deposited with Lender shall be added to the Loan Reserve.


 




    	 	-63-	 



     


    

 


Section 4.3          Progress
Reports. Borrower shall deliver to Lender not less frequently than monthly during construction, a report of the progress
of construction of the Improvements, the cost of the Improvements compared to the Line Items in the Approved Budget, the Change
Order and pending Change Order logs, the promotion and merchandising efforts for marketing the Subdivided Residential Units of
the Project, current leasing reports (if applicable) with respect to the Retail Unit, and such other data and information concerning
the Project as may be reasonably requested by Lender. Such reports shall be provided on a monthly basis or more frequently if required
by Lender.


 


Section 4.4           Access
to Borrower’s Books and Records. Lender and its representatives shall have reasonable access to the books, records,
contracts, sub contracts, invoices, bills and statements of Borrower, including any supporting or related vouchers or other instruments.
If Lender so requires, copies of such items shall be delivered to Lender or its representatives for audit, examination, inspection,
and photocopying.


 


Section 4.5          Inspections.
Lender, Administrator, Inspector and their respective representatives shall at reasonable times upon reasonable prior notice and,
at Borrower’s option, accompanied by a representative of Borrower, have the right of entry and access to the Project, and
the right to inspect all work done, labor performed and materials furnished on or about the Project; provided that such entry and
access to any Condominium Unit that has been conveyed shall be subject to the terms of the Condominium Documents. The Inspector
will make periodic inspections of the Construction Work and the Improvements during construction to review and comment on the construction
progress and percentage of completion, the conformity with the Approved Plans and Legal Requirements, the activity and coordination
among trades, the quality of workmanship, and the accuracy of Borrower’s estimates of the percentage of work completed. The
Inspector will review monthly Borrower Draw Requests and perform such other duties as Lender deems necessary or desirable. Borrower
shall pay the reasonable fees of the Inspector in connection with Borrower’s request for a Disbursement to Borrower. Borrower
acknowledges and agrees that all inspections by Lender or its representatives, including but not limited to Inspector, are solely
for the purpose of protecting the security of Lender. No such inspection shall constitute a representation by Lender to any person
that the Improvements comply with the Approved Plans and the Legal Requirements, or that the construction is free from faulty materials
or workmanship, nor shall any inspection by Lender or its representatives, including but not limited to Inspector, constitute approval
of any certification or representation given to Lender or relieve any person making such certification or representation from the
responsibility therefor. Lender shall use commercially reasonable efforts not to interfere with (and shall cause its representatives
and agents not to interfere with) the Construction Work.


 




    	 	-64-	 



     


    

 


Section 4.6           Corrective
Work. If any portion of the Construction Work does not materially conform with the requirements of this Agreement, Lender
shall have the right to require corrective work by delivery of written demand to Borrower. If Lender reasonably determines that
the corrective work is likely to delay completion of the Construction Work beyond the Completion Date, no further construction
except corrective work shall be performed without the prior written consent of Lender, and the corrective work shall be completed
to Lender’s reasonable satisfaction within fifteen (15) days from the date of the written demand or, if the corrective work
is not reasonably capable of being completed within fifteen (15) days, within such additional time as is reasonably necessary,
but not exceeding sixty (60) days, unless Borrower demonstrates to Lender’s reasonable satisfaction that any time in excess
of sixty (60) days to complete the corrective work will not cause Borrower to fail to satisfy a Milestone Construction Hurdle by
the applicable Milestone Deadline.


 


Section 4.7           Liens.
Borrower shall keep the Project free from all Liens (other than Permitted Encumbrances), whether or not superior to the Mortgage,
other than as expressly set forth in this Section 4.7. If any Lien that is not a Permitted Encumbrance is filed or placed
against the Project, Borrower shall obtain a release or discharge of the Lien in accordance with all applicable Legal Requirements,
within thirty (30) days following the earlier of the date on which Borrower first receives notice of such lien or the date of written
notice by Lender to Borrower of the existence of the Lien. At any time within such thirty (30) day period, Lender may refuse to
make any disbursements of Funds until the Lien is so released or discharged in accordance with all applicable Legal Requirements.
If Borrower does not cause the release or discharge of such Lien within said thirty (30) days, Lender may elect to disburse Funds
to pay such Lien. Lender’s rights under this Section shall not be affected by any claim of Borrower that the Lien is invalid,
it being understood that the decision of Lender to pay or withhold is to be made by Lender in its sole discretion, subject only
to Borrower’s right to obtain the release and satisfaction of, or discharge of, such Lien as provided above.


 


Section 4.8           Disputes
Endangering Completion. If an Event of Default exists and any dispute arises under a contract or subcontract for which
there is either no expedited arbitration or such arbitration proceeding has not concluded in the time frames set forth in such
contract or subcontract, Lender may: (i) disburse Funds for the account of Borrower without prejudice to Borrower’s rights,
if any, to recover from the party to whom paid, and (ii) without limitation, indemnify a title insurer against possible assertion
of Liens, or agree to pay any disputed amounts to contractors or subcontractors if Borrower is unable or unwilling to pay the same.
All sums paid or agreed to be paid under this Section 4.8 shall be for the account of Borrower and constitute an Advance,
and Borrower agrees to reimburse Lender for all such Advances, together with interest at the Default Rate until the date of reimbursement.
Such Advances, whether or not in excess of the Funds, shall be secured by the Mortgage.


 




    	 	-65-	 



     


    

 


Section 4.9           Restriction.
Without Lender’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, Borrower shall
not purchase or install any materials, equipment, fixtures, or any other part of the Improvements under conditional sales agreements
or other arrangements wherein the right is reserved to remove or repossess any such items.


 


Section 4.10         Punch
List Items. Borrower shall complete all Punch List Items no later than one hundred twenty (120) days following the date
on which Completion of the Construction Work occurs (subject to reasonable extensions if Borrower is diligently pursuing the completion
of such Punch List Items), or such earlier date as required under the School Unit Purchase Agreement.


 


Section 4.11        Completion.
Borrower shall achieve Completion of the Construction Work on or before the Completion Date, or, if applicable due to a Force Majeure
event, the Outside Completion Date.


 


ARTICLE
5



INSURANCE AND CONDEMNATION


 


Section 5.1            Insurance
Requirements.


 


(a)          Property
Insurance. During any period of construction, renovation, or alteration of the Improvements or the performance by Borrower
of the Construction Work, Borrower shall maintain Builders Risk insurance insuring one hundred percent (100%) of the insurable
replacement cost of the Improvements, including coverages for Hard and Soft Costs, materials used for construction whether located
on-site or off-site and while in transit, Delay in Completion, Permission To Occupy, Collapse During Construction, Terrorism, Named
Windstorm, Flood, Sinkhole (if applicable) and Earthquake (if applicable). Borrower shall cause the Contractor to maintain the
following coverages: Commercial General Liability, Auto Liability (if applicable), Workers Compensation including Employers Liability,
Contractor Pollution Liability, Crane Liability, and Umbrella or Excess Liability. In addition, Lender will require proof of the
Architect’s and Designer’s Professional Liability Insurance.


 




    	 	-66-	 



     


    

 


Upon Completion of the
Construction Work, Borrower shall maintain or cause the Condominium Association to maintain either “All Risk” or “Special
Form” real and personal property insurance and “Boiler and Machinery Insurance”, insuring one hundred percent
(100%) of the insurable replacement cost value of the Improvements and the Equipment, excluding foundations, and with a deductible
not to exceed $100,000 with the exception for Earthquake, Named Windstorm and Flood, providing no coinsurance or similar penalty.
Such insurance shall also cover “Rent Loss” or “Business Interruption” and “Extra Expense”
on an “Actual Loss Sustained Basis” (including Rent Loss), in an amount equal to at least eighteen (18) months of the
Property Income, and an extended period of indemnity of at least three hundred sixty-five (365) days. Covered perils shall include,
but not be limited to, “Windstorm” (including “Named Windstorm”), “Boiler and Machinery Insurance”
and “Acts of Terrorism”; provided that for so long as the Terrorism Risk Insurance Program Reauthorization Act
of 2015, as amended (“TRIPRA”), is in effect (including any extensions), Lender shall accept terrorism
insurance which covers against “covered acts” as defined therein, and during any period in which TRIPRA or other similar
government legislation is no longer in effect, Borrower shall only be required to maintain, or cause to be maintained, the amount
of terrorism insurance which can be purchased with a premium that does not exceed an amount equal to two (2) times the amount of
the then-current premium for the property insurance required hereunder (excluding any terrorism component thereof) and further
provided that such insurance shall not have a deductible in excess of fifty thousand and 00/100 dollars ($50,000.00). Lender may
from time to time also require that Borrower maintain insurance acceptable to Lender for “Builder’s Risk” during
the period of any construction, renovation or alteration of the Improvements. If the Mortgaged Property is defined to be in Seismic
Zone 3 or 4, or its equivalent, earthquake insurance shall also be maintained by Borrower. If the Mortgaged property is located
within a Special Hazard Flood Area, National Flood Insurance Program (“NFIP”) insurance is required.
In addition, the Property policy must provide an maintain a Flood Limit in excess of NFIP that is acceptable to Lender.


 


(b)          All
insurance coverages, limits and deductibles must be reasonably satisfactory to Lender.


 


(c)          Liability
Insurance. 


 


		(i)	During any period of construction, renovation, or alteration
of the Improvements or the performance by Borrower or Contractor, Borrower shall maintain or cause the Contractor to maintain
General Liability insurance (including contractual liability and “Acts of Terrorism”) in an amount equal to at least
$2,000,000 per occurrence, $4,000,000 in the aggregate and $4,000,000 products completed operations aggregate, which must be in
effect throughout the statute of repose in New York, with a Per Location/Contractor Per Project aggregate endorsement. In addition,
Borrower shall maintain or cause the Contractor to maintain Umbrella or Excess Liability insurance in an amount Lender determines
to be reasonable from time to time but in no event less than $50,000,000. If applicable, Lender may, from time to time also require
that Borrower maintain insurance acceptable to Lender for “Commercial Auto”, “Workers Compensation”, and
such other insurance as Lender may reasonably require. In addition, Lender will require proof of the Architect’s and Designer’s
Professional Liability Insurance. Further, Borrower shall maintain railroad protective liability insurance in amounts and limits
required by any Permits or Operating Agreements.



 


		(ii)	Upon Completion of the Construction Work, Borrower
shall maintain or cause the Condominium Association to maintain General Liability insurance (including “Acts of Terrorism”)
in an amount equal to at least $1,000,000 per occurrence and $2,000,000 in the aggregate, with a Per Location aggregate endorsement.
In addition, Borrower shall maintain or cause the Condominium Association to maintain Umbrella or Excess Liability insurance in
an amount Lender determines to be reasonable from time to time but in no event less than $50,000,000.



 




    	 	-67-	 



     


    

 


		(iii)	Contractor Liability. Borrower shall
cause the General Contractor to maintain the following insurance coverages: (i) Workers Compensation with statutory limits including
Employers Liability insurance, and (ii) Contractor Pollution Liability in an amount equal to $15,000,000 per occurrence, and $20,000,000
in the aggregate naming both Borrower and Lender as additional insured. General Contractor will cause the Crane Operator to maintain
and provide lender with proof of Crane Operators Liability coverage with limits as required by the municipality in New York City,
New York.



 


(d)          Subcontractor
Default Insurance. Borrower shall obtain and thereafter maintain in full force and effect Subcontractor Default Insurance
for all subcontractors with limits of no less than $50,000,000 per claim and $100,000,000 in the aggregate and include a “Financial
Interest Endorsement” naming Lender as insured party. The Project will be enrolled as of the commencement of the Construction
Work. In addition, Borrower must provide Lender with semi-annual reporting on Subcontractor Default Insurance exposure, claims
and losses thereunder (or more often as may be requested by Lender, provided such request shall not exceed more than once each
quarter). Enrolled subcontractors must be covered under the Subcontractor Default Insurance policy at all times; provided, however,
that if a subcontractor (which is not a Major Subcontractor) is not eligible for coverage under the Subcontractor Default Insurance,
Lender will require a Payment and Performance Bond acceptable to Lender.


 


(e)          Evidence
of Insurance by Acceptable Insurers. At all times during the term of the Loan, Borrower shall or shall cause the Condominium
Association to provide to Lender the following evidences of insurance to Lender: (i) an ACORD 28 (current version) Evidence of
Property Insurance provided by an authorized insurance agent, broker or insurance company or, where ACORD 28 (current version)
is not available, other evidence of insurance confirming the same rights as are provided by ACORD 28 (current version) and all
applicable policy endorsements; and (ii) an ACORD 25 (current version) Certificate of Liability Insurance, provided by an authorized
insurance agent, broker or insurance company confirming coverages are maintained for liability insurance as required to be carried
by Borrower. Any ACORD or equivalent evidencing a Blanket insurance policy shall specifically identify the replacement cost of
the improvements and the annual gross rents. The foregoing evidence shall be provided to Lender at least five (5) Business Days
prior to the expiration date of each such policy. Each evidence of insurance and certificate must include a mortgagee clause and
a loss payee clause satisfactory to Lender, and any Certificate of Liability Insurance must name Lender as an Additional Insured
for Commercial General Liability with respect to the Premises. Each insurance company providing coverage must have an A. M. Best
rating of A-X or better.


 




    	 	-68-	 



     


    

 


(f)           Blanket
Insurance Policies. Borrower’s insurance requirements under this Article 5 may be satisfied by maintaining
either individual policies covering only the Premises, or blanket insurance policies covering multiple properties, provided that
with respect to any blanket insurance policies Borrower also covenants to either immediately reinstate any limits and coverages
which are used, reduced or cancelled back up to the blanket policy limits approved by Lender (which shall not be unreasonably withheld,
conditioned or delayed), or to secure individual policy coverages for the Premises satisfying these insurance requirements. Borrower
will deliver to Lender a Schedule of Locations Insured under any blanket insurance policy together with the related certificates
of insurance.


 


(g)          Miscellaneous
Insurance Requirements. All insurance policies and endorsements required pursuant to this Agreement must be reasonably
satisfactory to Lender and shall: (i) be endorsed to name Lender as an additional insured thereunder, as its interest may appear,
with, in the case of property insurance, loss payable to Lender, without contribution, under a long-form, non-contributory mortgagee
clause, or otherwise endorsed as Lender may reasonably require; (ii) be fully paid for and contain such provisions and expiration
dates and be in such form and issued by such insurance companies licensed to do business in the State; and (iii) without limiting
the foregoing, provide that such policy or endorsement may not be canceled or materially changed except upon at least thirty (30)
days’ (or, in the case of cancellation for nonpayment of the applicable premium, ten (10) days’) prior written notice
of intention of non-renewal, cancellation or material change to Lender, and that no act or thing done by Borrower or Lender shall
invalidate the policy as against Lender. Within ten (10) Business Days following a request by Lender, Borrower shall deliver to
Lender all original policies including all endorsements and renewals thereof, or copies thereof certified by the insurance company
or authorized agent, together with all endorsements required hereunder and any other insurance policy information and other related
information (such as “Probable Maximum Loss” or “Scenario Upper Loss” studies) as Lender may reasonably
request from time to time. Borrower may request an extension of time not exceeding sixty (60) days to deliver the foregoing policies,
endorsements and renewals or certified copies thereof if (1) Borrower has done all things reasonably necessary to obtain the issuance
of the policies, endorsements and renewals including the payment of all premiums therefor, and (2) Borrower has delivered to Lender
within the above ten (10) day period an insurance binder and evidence of insurance reasonably satisfactory to Lender issued by
the insurer showing all required coverage to be in full force and effect for the succeeding twelve (12) month period along with
evidence reasonably satisfactory to Lender of payment in full of all premiums. If Borrower fails to maintain insurance in compliance
with this Agreement, Lender may (but shall not be obligated to) obtain such insurance and make Advances to pay the premium therefore.
Notwithstanding anything to the contrary contained herein or in any provision of law, the Proceeds of insurance policies coming
into the possession of Lender shall not be deemed trust funds and Lender shall be entitled to dispose of such Proceeds as hereinafter
provided.


 




    	 	-69-	 



     


    

 


Section 5.2           Damage,
Destruction and Restoration.


 


(a)          In
the event of any damage to or destruction of the Premises and/or Equipment, Borrower shall give prompt written notice to Lender
and subject to the terms of (i) the Triparty Agreement during the Lease Period and (ii) subsequent to the recordation of the Declaration,
the Condominium Documents, Borrower shall promptly commence and diligently continue to completion the repair, restoration and rebuilding
of the Premises and/or Equipment so damaged or destroyed in full compliance with all Legal Requirements and with the provisions
of Sections 5.2(e), (f) and (h). Such repair, restoration and rebuilding of the Premises are sometimes hereinafter
collectively referred to as the “Work”. Except as expressly permitted under Section 5.2(h), Borrower
shall not adjust, compromise or settle any claim for insurance Proceeds without the prior written consent of Lender, which consent
shall not be unreasonably withheld, conditioned or delayed so long as no Event of Default exists. Except as set forth in Section
5.2(h), Borrower shall include Lender in all material meetings, conferences, telephone conferences and correspondence with
the applicable insurer(s) following any casualty until all of the applicable insurance proceeds are disbursed by such insurer.
Subject to Sections 5.2(d) and 5.2(h) of this Agreement and (i) the Triparty Agreement during the Lease Period and
(ii) subsequent to the recordation of the Declaration, the Condominium Documents, Lender shall have the option in its sole discretion
to apply any insurance Proceeds it may receive pursuant to this Agreement (less any reasonable out-of-pocket costs to Lender of
recovering and paying out such Proceeds, including reasonable out-of-pocket attorneys’ fees, costs and expenses) to the payment
of the Indebtedness or to allow all or a portion of such Proceeds to be used for the Work. If any insurance Proceeds are applied
to reduce the Indebtedness, provided no Event of Default shall have occurred and be continuing, Lender shall apply the same, without
any Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable, in accordance with the provisions of Section
2.7(c) of this Agreement. Notwithstanding the foregoing, if an Event of Default shall have occurred and be continuing, Lender,
at its option, may apply any insurance Proceeds to the Indebtedness in such order and priority as Lender deems appropriate in its
sole discretion and a Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable, or Breakage Fee shall be due
and payable in accordance with the terms of Section 2.5 in connection with any such prepayment. Notwithstanding anything
to the contrary contained in Section 5.6(c) of the Interparty Agreement, in no event shall Borrower be entitled to any portion
of the Net Proceeds (as defined in the Triparty Agreement) prior to the payment in full of all amounts that would otherwise be
due and payable to Lender under this Section 5.2 but for Section 5.6(c) of Triparty Agreement.


 


(b)          In
the event of the foreclosure of the Mortgage or other transfer of title to or assignment of the Mortgaged Property in extinguishment
of the Indebtedness in whole or in part, all right, title and interest of Borrower in and to all policies of insurance required
by this Agreement and any insurance Proceeds shall inure to the benefit of and pass to Lender or any purchaser or transferee at
the foreclosure sale of the Mortgaged Property to the extent allowed by such policies.


 


(c)          Lender
may notify any and all insurers under casualty and liability insurance policies that Lender has a security interest pursuant to
the provisions of this Agreement in and to such insurance policies and any proceeds thereof, and, subject to Section 5.2(h),
that any payments under those insurance policies are to be made directly to Lender. Lender’s rights under this Section
5.2 may be exercised by Lender or a court appointed receiver appointed upon the request of Lender if an Event of Default shall
have occurred under this Agreement.


 




    	 	-70-	 



     


    

 


(d)          Notwithstanding
the provisions of Section 5.2(a), but subject to Section 5.2(h), the Triparty Agreement during the Lease Period and
subsequent to the recordation of the Declaration, the Condominium Documents, if in Lender’s reasonable judgment the cost
of the Work shall not exceed the greater of $50,000,000 and fifty percent (50%) of the then outstanding principal balance of the
Loan, then Lender shall, upon request by Borrower, permit Borrower to use the Proceeds for the Work (subject to the provisions
of, and less Lender’s costs described in, Section 5.2(e)), so long as:


 


		(i)	no Event of Default shall then exist;



 


		(ii)	if Completion of the Construction Work was achieved
prior to the fire or casualty in question, the Work can be completed, as determined by Lender in its reasonable discretion, by
the date which is three (3) months prior to the Maturity Date;



 


		(iii)	if Completion of the Construction Work was not achieved
prior to the fire, casualty or condemnation in question, the Construction Work (substantially in accordance with the Approved
Plans) and the Work can be completed, as determined by Lender in its reasonable discretion, by the Outside Completion Date with
each Milestone Construction Hurdle met by the applicable Outside Milestone Date;



 


		(iv)	all sums necessary to effect the Work over and above
any available Proceeds or Proceeds that are committed to be made available by the insurer, as determined by Lender in its reasonable
discretion (the “Deficiency Amount”) shall be at the sole cost and expense of Borrower and Borrower
shall deposit the Deficiency Amount, as estimated by Lender in its reasonable discretion, with Lender prior to commencing any
Work and at all applicable times thereafter;



 


		(v)	at all times during any such Work, Borrower shall
maintain (or cause the Contractor to maintain), at its sole cost and expense, workers’ compensation, builders risk and public
liability insurance in accordance with the provisions of Section 5.1;



 


		(vi)	at all times during any such Work, business income
and extra expense including rental value insurance, if applicable, shall be in full force and effect and available to cover any
loss of business income and rents resulting from the damage to or destruction of the Premises and/or Equipment (or Borrower deposits
any deficiency with Lender); and



 


		(vii)	if Completion of the Construction Work was achieved
prior to the casualty in question, the Improvements shall be restored to the same size, character and condition that existed prior
to the damage or destruction except for immaterial changes as determined by Lender in its reasonable judgment.



 




    	 	-71-	 



     


    

 


(e)          In
addition to satisfying all applicable conditions to Disbursements to Borrower if the fire, casualty or condemnation in question
occurred prior to Borrower achieving Completion of the Construction Work, if any insurance Proceeds are used for the Work, then,
unless Section 5.2(h) applies, such Proceeds together with any Deficiency Amount shall be held by Lender and shall be paid
out from time to time to Borrower as the Work progresses (less any reasonable out-of-pocket costs to Lender of recovering and paying
out such Proceeds and/or Deficiency Amount, including reasonable out-of-pocket attorneys’ fees, costs and expenses and costs
allocable to inspecting the Work and the plans and specifications therefor), subject to each of the following conditions:


 


		(i)	the Work shall be conducted under the supervision
of a certified and registered architect or engineer reasonably satisfactory to Lender (Lender hereby approves the Architect and
Engineer engaged by Borrower on the date hereof). Before Borrower commences any Work, other than temporary work to protect property
or prevent interference with business, Lender shall have approved the plans and specifications for the Work (if the Work shall
be different than that shown on the Approved Plans), which approval shall not be unreasonably withheld, conditioned or delayed;



 


		(ii)	each request for payment shall be made on not less than
seven (7) Business Days prior written notice to Lender and shall be accompanied by a certificate of the architect or engineer
in (i) above and/or contractor stating: (A) that all of the Work completed has been done in compliance with, in all material respects,
the approved plans and specifications, if required under (i) above; (B) that the sum requested is justly required to reimburse
Borrower for payments by Borrower, or is justly due to the contractor, subcontractors, materialmen, laborers, engineers, architects
or other Persons rendering services or materials for the Work (giving a brief description of such services and materials), and
that when added to all sums previously paid out by Lender does not exceed the value of the Work done to the date of such certificate;
(C) if the sum requested is to cover payment relating to repair and restoration of Equipment required or relating to the Premises,
that title to the items of Equipment covered by the request for payment is vested in Borrower; and (D) that the amount of such
Proceeds together with any Deficiency Amount remaining in the hands of Lender are anticipated to be sufficient on completion of
the Work to pay for the same in full (giving in such reasonable detail as Lender may require an estimate of the cost of such completion).
Additionally, each request for payment shall contain a statement signed by Borrower approving both the Work done to date and the
Work covered by the request for payment in question;



 




    	 	-72-	 



     


    

 


		(iii)	each request for payment shall be accompanied by waivers
of lien or conditional waivers of lien reasonably satisfactory to Lender covering that part of the Work for which payment or reimbursement
is being requested and, if required by Lender, a search prepared by a title insurance company or licensed abstractor, or by other
evidence reasonably satisfactory to Lender that there has not been filed with respect to the Premises any mechanics’ or
other lien relating to any part of the Work not discharged of record. Additionally, as to any Equipment covered by the request
for payment, Lender shall be provided with evidence of payment therefor and such further evidence satisfactory to assure Lender
of its valid first lien on the Equipment;



 


		(iv)	Lender shall have the right to inspect the Work at
all reasonable times and may condition any disbursement of Proceeds upon the satisfactory completion, as determined by Lender’s
reasonable discretion, of any portion of the Work for which payment or reimbursement is being requested. Neither the approval
by Lender of the plans and specifications for the Work nor the inspection by Lender of the Work shall make Lender responsible
for the preparation of such plans and specifications or the compliance of such plans and specifications, or of the Work, with
any applicable law, regulation, ordinance, covenant or agreement;



 


		(v)	Proceeds shall not be disbursed more frequently than
every thirty (30) days; and



 


		(vi)	any request for payment made after the Work has been
completed shall be accompanied by a copy or copies of any certificate or certificates required by law to render occupancy and
full operation of the Premises legal.



 


(f)           Upon
any failure on the part of Borrower to promptly commence the Work following the receipt by Borrower or Lender, as applicable, of
the Proceeds or to proceed diligently and continuously (subject to Force Majeure) to completion of the Work in accordance with
this Section 5.2 or upon the occurrence of any Event of Default, at Lender’s option, Lender shall be entitled to apply
at any time all or any portion of the Proceeds it then or thereafter holds to the repayment of the Indebtedness or to the curing
of any Event of Default.


 


(g)          Subject
to Section 2.5(d), upon completion of the Work and payment in full therefor any unexpended Proceeds, at Lender’s option,
shall either be paid over to Borrower or shall be applied to the reduction of the Indebtedness without any Minimum Multiple Fee,
Exit Fee or Closed Period Prepayment Fee, as applicable that would otherwise be applicable to a prepayment of the Loan at that
time.


 




    	 	-73-	 



     


    

 


(h)          Notwithstanding
any other provision of this Section 5.2, but subject to: (i) the terms of the Triparty Agreement during the Lease Period,
or (ii) the Condominium Documents subsequent to the recordation of the Declaration, if no Event of Default or Potential Event of
Default shall exist and be continuing and in Lender’s reasonable judgment the cost of the Work is less than the lesser of:
(x) $3,790,000, and (y) ten percent (10%) of the then outstanding principal balance of the Loan (but not less than $1,000,000),
and the Work can be completed in less than one hundred eighty (180) days (or such longer time as may be necessary in Lender’s
reasonable opinion to complete the Work as long as Borrower is diligently pursuing completion of the Work, and, if Completion did
not occur prior to the casualty in question, Lender reasonably determines that Borrower’s efforts will result in completion
of the Work without Borrower failing to meet each Milestone Construction Hurdle prior to the applicable Outside Milestone Date),
then Lender shall, upon request by Borrower, permit Borrower to apply for, compromise, settle, adjust and receive the insurance
Proceeds directly from the insurer (and Lender shall advise the insurer to pay over such Proceeds directly to Borrower), provided
that Borrower shall apply such insurance Proceeds solely to the prompt and diligent commencement and completion of such Work.


 


Section 5.3          Condemnation.
Borrower shall notify Lender within five (5) Business Days after obtaining knowledge thereof of the actual or threatened commencement
of any proceedings for the condemnation or taking of the Premises or any portion thereof and shall deliver to Lender copies of
any and all papers served in connection with such proceedings. Lender may participate in such proceedings and Borrower shall deliver
to Lender all instruments reasonably requested by Lender to permit such participation. Borrower shall not adjust, compromise, settle
or enter into any agreement with respect to such proceedings without the prior written consent of Lender, which consent shall not
be unreasonably withheld, conditioned or delayed. All Proceeds of any condemnation, or purchase in lieu thereof, of the Premises
or any portion thereof are hereby assigned to and shall be paid to Lender. Borrower hereby authorizes Lender to collect and receive
such Proceeds, to give proper receipts and acquittances therefor and, in Lender’s sole discretion, subject to the terms of
the Triparty Agreement during the Lease Period and subsequent to the recordation of the Declaration, the Condominium Documents,
to apply such Proceeds (less any reasonable out-of-pocket costs to Lender of recovering and paying out such Proceeds, including
reasonable out-of-pocket attorneys’ fees, costs and expenses allocable to inspecting any repair, restoration or rebuilding
work and the plans and specifications therefor) toward the payment of the Indebtedness or to the repair, restoration or rebuilding
of the Premises in the manner and subject to the conditions set forth in Section 5.2. Notwithstanding the foregoing provisions
of this Section 5.3, if Borrower satisfies all of the conditions set forth in Section 5.2(d) upon the taking of a
portion of the Premises, Lender shall permit Borrower to use the Proceeds of the condemnation for the Work, and said Proceeds will
be disbursed by Lender in accordance with the provisions of Section 5.2(e). If the Proceeds are used to reduce the Indebtedness,
they shall be applied in the order provided in Section 2.7(c), without any Minimum Multiple Fee, Exit Fee or Closed Period
Prepayment Fee, as applicable. Notwithstanding anything to the contrary contained in Section 5.6(c) of the Interparty Agreement,
in no event shall Borrower be entitled to any portion of the Net Proceeds (as defined in the Triparty Agreement) prior to the payment
in full of all amounts that would otherwise be due and payable to Lender under this Section 5.3 but for Section 5.6(c)
of Triparty Agreement. Borrower shall promptly execute and deliver all instruments requested by Lender for the purpose of confirming
the assignment of the condemnation Proceeds to Lender.


 




    	 	-74-	 



     


    

 


ARTICLE
6



ENVIRONMENTAL MATTERS


 


Section 6.1           Terms
Incorporated By Reference.


 


The terms and provisions
of the Environmental Indemnification Agreement are incorporated herein by reference in their entirety.


 


ARTICLE
7



CERTAIN PROPERTY MATTERS


 


Section 7.1           Lease
Covenants and Limitations.


 


(a)          Borrower
shall not enter into any Lease or other occupancy agreement without the prior written consent of Lender, which consent may be granted
or withheld in Lender’ sole and absolute discretion. If Lender shall approve a Lease, Borrower shall provide Lender with
a complete copy of said Lease within ten (10) Business Days following its execution. Lender hereby approves the Master Lease and
the Sublease.


 


(b)          With
respect to each Lease so approved in writing by Lender, Borrower shall perform all obligations as lessor or lessee, as applicable,
and, to the extent it is commercially reasonable to do so, shall enforce all of the terms, covenants and conditions contained therein
on the part of the lessor or lessee thereunder to be performed or observed, short of termination thereof. Borrower shall not take
any action which would cause any Lease to cease to be in full force and effect, except with the prior written consent of Lender,
which consent shall not be unreasonably withheld, delayed or conditioned, until repayment of the entire Indebtedness. Without Lender’s
consent (not to be unreasonably withheld, conditioned or delayed, except for the Master Lease or Sublease), Borrower shall not:
(i) cancel, terminate or surrender any Lease, or consent to any cancellation, termination or surrender thereof (except for a termination
of the Master Lease and Sublease upon the conveyance of the School Unit to the SCA); (ii) sublease or assign any Lease, or consent
to the sublease or assignment thereof; (iii) subordinate any Lease to any mortgage, deed of trust or other security interest that
is subordinate to the Mortgage; (iv) amend, modify or renew any existing Lease; (v) waive any material default under or breach
of any Lease; (vi) consent to or accept any prepayment or discount of rent or advance rent under any Lease (other than with respect
to the Master Lease); (vii) take any other action in connection with any Lease which may impair or jeopardize the validity of such
Lease or Lender’s interest therein; or (viii) alter, modify or change the terms of any guaranty, letter of credit or other
credit support with respect to any Lease or cancel or terminate such guaranty, letter of credit or other credit support.


 




    	 	-75-	 



     


    

 


(c)          As
long as no Event of Default exists, the following parameters for a Lease of the Retail Unit or any portion thereof are hereby pre-approved
by Lender: the potential new Lease for the Retail Unit or portion thereof (i) provides for a Net Effective Rent of not less than
$65.00; and (ii) has an initial term not longer than twenty (20) years, and any renewal options exercisable by the tenant thereunder
for an aggregate term longer than twenty (20) years shall be at no less than ninety percent (90%) of then current fair market rent.
Lender shall have the right to review and approve a new Lease for the Retail Unit in all other respects, such approval not to be
unreasonably withheld, conditioned or delayed, and such Lease must at a minimum satisfy the following conditions: (i) be an arm’s-length
transaction with a bona-fide, independent third party tenant, (ii) not violate any provision of any other lease, restriction, covenant
or public or private agreement affecting the Borrower, the Mortgaged Property, or the Declaration; (iii) provide that tenant will
unconditionally attorn to a foreclosing lender without requiring Lender to execute a non-disturbance agreement (or else Lender,
Borrower and tenant mutually agree to execute an SNDA (as defined below) (Lender hereby agreeing to execute and deliver an SNDA
promptly upon request therefore by Borrower); (iv) impose no tenant improvement obligations on the landlord beyond the initial
lease-up and occupancy by the tenant; and (v) contain no tenant right to acquire any ownership interest in any of the Mortgaged
Property. If, within 7 Business Days after Lender’s receipt of Borrower’s written request for such approval stating:
“TIME SENSITIVE RESPONSE REQUIRED WITHIN 7 BUSINESS DAYS OF RECEIPT OR DEEMED APPROVAL MAY OCCUR”, together
with the following: (i) a true and complete copy of the proposed final Lease, including any amendments, exhibits and side agreements
relating thereto executed in connection therewith, (ii) a lease summary describing in reasonable detail all material terms, and
(iii) any tenant financial statements or credit reports received by Borrower with respect to the tenant thereunder (collectively,
the “Lease Approval Package”), Lender does not approve or disapprove such Lease (disapproval to include
reasons), Borrower may deliver a second notice to Lender, together with a second Lease Approval Package, stating: “PURSUANT
TO THE TERMS OF SECTION 7.1(c) OF THE MASTER LOAN AGREEMENT EXECUTED BY TPHGREENWICH OWNER LLC, AS BORROWER, DATED DECEMBER 22,
2017, LENDER HAS FAILED TO RESPOND TO THE REQUEST FOR APPROVAL OF A NEW LEASE. FAILURE OF LENDER TO RESPOND TO BORROWER’S
REQUEST FOR SUCH APPROVAL WITHIN 5 BUSINESS DAYS OF RECEIPT OF THIS SECOND NOTICE SHALL BE DEEMED TO BE LENDER’S APPROVAL
OF SUCH NEW LEASE”. If Lender fails to approve or disapprove (which such disapproval shall include reasons) such Lease
within such additional 5 Business Day period, such Lease shall be deemed approved by Lender.


 


(d)          For
each Lease, upon Lender’s written request, Borrower shall use commercially reasonable efforts to provide Lender with: (i)
a tenant estoppel certificate (which request shall not be made more than once each calendar year absent an Event of Default); and
(ii) unless previously provided and still in effect with respect to the same lease, a subordination, non-disturbance and attornment
agreement, in either case executed by each tenant, utilizing either Lender pre-approved forms or such other forms as Lender shall
reasonably approve (an “SNDA”).


 




    	 	-76-	 



     


    

 


(e)          Any
ground lease must be approved by Lender in advance in writing. Unless otherwise specifically approved, any ground lease affecting
the Mortgaged Property must be or be made to be expressly subject and subordinate to the lien and terms of the Mortgage. Fee owner(s)
shall provide Lender with an estoppel and recognition agreement acceptable to Lender.


 


(f)           Lender
may require at any time an Event of Default continues to exist uncured that Borrower transfer to Lender all tenant security deposits,
including any letters of credit securing tenant lease obligations. Lender may hold and co-mingle such security deposits without
interest, except as required by applicable law.


 


Section 7.2           The
Master Lease, Sublease and School Unit Purchase Agreement.


 


(a)          Borrower
hereby makes the following representations, warranties, covenants and agreements with respect to the Master Lease, the Sublease
and the School Unit Purchase Agreement:


 


		(i)	Borrower has delivered to Lender a true, accurate and
complete copy of the Master Lease, the Sublease and the School Unit Purchase Agreement. The Master Lease, Sublease and School
Unit Purchase Agreement have not been amended, modified, extended, renewed, substituted or assigned;



 


		(ii)	Borrower shall not amend, modify, terminate, extend
or assign the Master Lease, the Sublease or the School Unit Purchase Agreement or surrender its rights thereunder without Lender’s
prior written consent, which may be withheld in Lender’s sole and absolute discretion (other than the contemplated termination
of the Master Lease and Sublease contemporaneously with the conveyance of the School Unit to the SCA). Borrower shall not enter
into any further agreements, contracts, documents or side letters with the SCA which affect Lender’s rights and obligations
under the Triparty Agreement without Lender’s prior written consent, which may be withheld in Lender’s sole and absolute
discretion. Any attempted action in violation of this section shall be null and void and of no force and effect.



 


		(iii)	Borrower has a valid and enforceable interest as ground
lessor under the Master Lease and as lessee under the Sublease. Borrower has obtained all necessary approvals for assignment of
Borrower’s interests in the School Unit Purchase Agreement, the Master Lease and the Sublease to Lender. Borrower has not
assigned, pledged, mortgaged, hypothecated, encumbered or granted a security interest in the School Unit Purchase Agreement, the
Master Lease or the Sublease or any of its right, title, or interest therein other than to Lender pursuant to the Loan Documents.
No default by Borrower has occurred and is continuing under the Master Lease, the Sublease or the School Unit Purchase Agreement
and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute a default by Borrower
under the Master Lease, the Sublease or the School Unit Purchase Agreement. To the best of Borrower’s knowledge, no default
by SCA has occurred and no event has occurred which, with the passage of time or the giving of notice, or both, would constitute
a default by the SCA under the Master Lease, the Sublease or the School Unit Purchase Agreement. The Master Lease, the Sublease
and the School Unit Purchase Agreement are in full force and effect and no consent or approval of any person is required for the
execution and delivery of the Master Lease, the Sublease, the School Unit Purchase Agreement or the Triparty Agreement by Borrower,
or to Borrower’s knowledge, by SCA;



 




    	 	-77-	 



     


    

 


		(iv)	Borrower shall deliver to Lender and any subsequent
holder of any mortgage of all or a portion of the Mortgaged Property all notices from the SCA under the Master Lease, the Sublease
or the School Unit Purchase Agreement within five (5) Business Days following receipt thereof.



 


		(v)	If Borrower shall fail to perform its obligations as
ground lessor under the Master Lease, as lessee under the Sublease or as developer under the School Unit Purchase Agreement, and
an Event of Default exists, Borrower grants Lender the right (but not the obligation), after two (2) Business Days’ notice
to Borrower to take any action as may be necessary to prevent or cure any default of Borrower under the Master Lease, the Sublease
or the School Unit Purchase Agreement, including the right to enter all or any portion of the Premises at such times and in such
manner as Lender reasonably deems necessary, in order to cure any such default (unless Lender is curing a default by acting under
Sections 7.6(c) or 8.5 which shall require no notice to Borrower). Borrower shall comply at all times with and timely
perform its obligations and enforce its rights and the SCA’s obligations under the Master Lease, the Sublease and the School
Unit Purchase Agreement;



 


		(vi)	No action or payment taken or made by Lender to cure
any default by Borrower under the Master Lease, the Sublease or the School Unit Purchase Agreement shall remove or waive, as between
Borrower and Lender, any default or Event of Default which occurred hereunder by virtue of the default by Borrower under the Master
Lease, the Sublease or the School Unit Purchase Agreement. All reasonable out-of-pocket sums expended by Lender in order to cure
any such default by Borrower under the Master Lease, the Sublease or the School Unit Purchase Agreement shall be paid by Borrower
to Lender, upon demand, with interest thereon at the Default Rate if not paid within five (5) Business Days of demand. All such
indebtedness shall be deemed to be secured by the Lien of the Mortgage to the extent permitted by applicable law and the terms
of the Mortgage;



 




    	 	-78-	 



     


    

 


		(vii)	Borrower shall notify Lender in writing within five
(5) Business Days of (A) Borrower obtaining actual knowledge of a material default by or Borrower’s delivery of a notice
(written or otherwise) to the SCA under the Master Lease, Sublease or School Unit Purchase Agreement noting or claiming the occurrence
of any event which, with the passage of time or giving of notice, or both, would constitute a default by the SCA thereunder, and
(B) the receipt by Borrower of any notice (written or otherwise) from the SCA under the Master Lease, the Sublease or the School
Unit Purchase Agreement noting or claiming the occurrence of any default by Borrower under (or any termination of) the Master
Lease, the Sublease or the School Unit Purchase Agreement or the occurrence of any event which, with the passage of time or giving
of notice, or both, would constitute a default by Borrower thereunder. Borrower shall deliver to Lender a copy of any such written
notice of default;



 


		(viii)	Following five (5) days advance written notice to Borrower,
Lender shall have the right to intervene and participate in any judicial, arbitration or other proceeding relating to the Master
Lease, the Sublease or the School Unit Purchase Agreement;



 


		(ix)	Borrower shall confer with Lender and its attorneys
and experts, and reasonably cooperate with them to the extent which Lender deems reasonably necessary for the protection of Lender’s
interest in the Master Lease, the Sublease, the School Unit Purchase Agreement, the Triparty Agreement, and the Mortgaged Property.
Borrower consents to the agreements between the SCA and Lender contained in the Triparty Agreement and agrees to reasonably cooperate
in all respects in carrying out the intents and purposes thereof;



 


		(x)	Borrower shall promptly execute, acknowledge and deliver
to Lender, at Borrower’s sole cost and expense, such instruments as may reasonably be required by Lender from time to time
to better assure, transfer and confirm unto Lender the rights intended to be granted to Lender under the Triparty Agreement and
to permit Lender to cure any default by Borrower under the Master Lease, the Sublease, the School Unit Purchase Agreement or the
Triparty Agreement. Borrower hereby irrevocably appoints Lender as its true and lawful attorney-in-fact to do at any time when
an Event of Default exists, in its name or otherwise, any and all acts and to execute any and all documents which are necessary
to preserve any rights of Borrower under or with respect to the Master Lease, the Sublease or the School Unit Purchase Agreement;



 




    	 	-79-	 



     


    

 


		(xi)	Borrower hereby names and appoints Lender as its attorney-in-fact
to, at any time when an Event of Default exists, date, complete, execute and deliver any and all documents, instruments and certificates
which are to be executed or delivered by Borrower under the terms of the School Unit Purchase Agreement, the Master Lease or the
Sublease which Lender shall deem to be necessary or desirable to cause the SCA to comply with its funding and acquisition obligations
in accordance with the terms of the School Unit Purchase Agreement or the Triparty Agreement or to preserve or enforce any rights
of Borrower under or with respect to the School Unit Purchase Agreement, the Master Lease or the Sublease. The power of attorney
granted hereunder is coupled with an interest and is irrevocable. Borrower hereby agrees to indemnify Lender and hold Lender free
and harmless from and against all Losses incurred by Lender in connection with the exercise of the rights granted under this Section
7.2(a)(xi), excluding those arising from Lender’s gross negligence or willful misconduct.



 


		(xii)	If any action, proceeding, motion or notice shall
be commenced or filed in connection with any case under the Federal Bankruptcy Code by or against the SCA, Lender and Borrower
shall cooperatively conduct and control any such litigation with counsel reasonably agreed upon between Borrower and Lender in
connection therewith. Borrower shall, upon demand, pay to Lender all reasonable out-of-pocket costs and expenses (including reasonable
attorneys' fees, costs and expenses) paid or incurred by Lender in connection with the cooperative prosecution or conduct of any
such proceedings. All such costs and expenses shall be secured by the Lien of the Mortgage. Borrower shall within five (5) Business
Days after obtaining knowledge thereof, notify Lender of any filing by or against the SCA of a petition under the Federal Bankruptcy
Code. Said notice shall set forth any information in the possession of Borrower and its counsel as to the date of such filing
directly related to such petition including, without limitation, the court in which such petition was filed and the relief sought
therein (to the extent the Borrower has knowledge of the foregoing). Borrower shall deliver to Lender, within five (5) Business
Days following its receipt thereof, any and all notices, summonses, pleadings, applications and other documents received by Borrower
in connection with any such petition and any proceedings relating thereto;



 




    	 	-80-	 



     


    

 


		(xiii)	Subject to the Triparty Agreement, Borrower shall
not without the prior written consent of Lender, which consent may be granted or withheld in Lender’s sole and absolute
discretion, agree or acquiesce to any rejection or termination of the Master Lease, the Sublease or the School Unit Purchase Agreement
in bankruptcy, or elect to treat the Master Lease, the Sublease or the School Unit Purchase Agreement as terminated, whether under
Section 365 of the Bankruptcy Code (or other successor provision) or under any similar law or right of any nature or otherwise,
in any respect, and any attempt on the part of Borrower to exercise any such right or election without such written consent of
Lender shall be null and void and of no effect and shall constitute an Event of Default under this Agreement for which no grace
or curative period shall apply; and



 


		(xiv)	Borrower shall promptly send Lender a copy of any
material notices delivered by Borrower to the SCA or received by the SCA.



 


		(xv)	Borrower has fulfilled as of the Closing Date and
shall at all times fulfill, in all material respects, all of its duties and obligations in, under and to the School Unit Purchase
Agreement, the Master Lease, the Sublease and the Triparty Agreement. Borrower shall, at Borrower’s sole cost and expense,
appear in and defend Lender and/or any other Lender Party in any action or proceeding in any way connected with the School Unit
Purchase Agreement, the Triparty Agreement, the Master Lease or the Sublease (excluding in connection with Lender’s gross
negligence or willful misconduct), and shall pay all reasonable costs and expenses, including, without limitation, attorneys’
fees and disbursements which any of the Lender Parties may incur in connection with Lender Party’s appearance, voluntarily
or otherwise, in any action or proceeding (including, without limitation, arbitration) in any way connected with the School Unit
Purchase Agreement, the Triparty Agreement, the Master Lease or the Sublease (excluding in connection with Lender’s or any
other Lender Party’s gross negligence or willful misconduct) or in connection with enforcing Lender’s rights or the
SCA’s or Borrower’s obligations under the School Unit Purchase Agreement, the Triparty Agreement, the Master Lease
or the Sublease (excluding in connection with Lender’s or any other Lender Party’s gross negligence or willful misconduct).



 




    	 	-81-	 



     


    

 


		(xvi)	In the event Lender cures a Developer Event of Default,
Borrower shall reimburse Lender for all reasonable costs and expenses incurred by Lender in curing such Developer Event of Default,
together with interest at the Default Rate from the date incurred until paid, within five (5) Business Days following written
demand from Lender to Borrower. Without in any way limiting Lender’s other rights and remedies pursuant to the Loan Documents
and applicable law, Borrower agrees to reasonably cooperate with Lender in the exercise of Lender’s rights and remedies
under the Loan Documents or the Triparty Agreement upon the demand of Lender notwithstanding any disputes, defenses, claims, counterclaims
or other matters arising from or in any way related to the School Unit Purchase Agreement, the Master Lease, the Sublease or the
Triparty Agreement. Lender shall have absolutely no liability to Borrower for, or in connection with, any such demand or requirement
that Borrower perform under the School Unit Purchase Agreement, the Master Lease, the Sublease or the Triparty Agreement, excluding
liability resulting from Lender’s or any other Lender Party’s gross negligence or willful misconduct, and such liability
shall only be to the extent of Lender’s or any other Lender Party’s gross negligence or willful misconduct.



 


		(xvii)	The Project shall be developed by Borrower pursuant
to the terms and conditions of the School Unit Purchase Agreement and the Loan Documents.



 


		(xviii)	Borrower shall not permit the SCA to perform any construction
work at the Mortgaged Property prior to the SCA’s acquisition of the School Unit in accordance with the School Unit Purchase
Agreement.



 


(b)          Borrower
hereby agrees to pay and protect, defend, indemnify and hold Lender and the other Lender Parties harmless from, for and against
any and all Losses to which any such Lender Party may become exposed, or which any such Lender Party may incur, in connection with
the School Unit Purchase Agreement or in exercising its rights under the Triparty Agreement (including without limitation all such
costs and expenses incurred by Lender in connection with the curing of Borrower’s defaults under the School Unit Purchase
Agreement, the Master Lease or the Sublease in accordance with the terms thereof or the terms of the Triparty Agreement (subject
to the provisions of Section 7.4 hereof), excluding those arising from any Lender Party’s gross negligence or willful misconduct,
and such liability shall only be to the extent of such Lender Party’s gross negligence or willful misconduct. All such amounts
due from Borrower to Lender pursuant to this Section 7.2(b) shall be payable within ten Business Days of demand and shall
accrue interest at the Default Rate from the due date thereof.


 


Section 7.3           Intentionally
omitted.


 




    	 	-82-	 



     


    

 


Section 7.4          Triparty
Agreement. Borrower and Lender acknowledge that the Triparty Agreement shall, in addition to the other Loan Documents,
govern the relationship among Borrower and Lender to the extent provided therein (but subject to the provisions of the next following
sentence). For the avoidance of doubt, (a) with respect to each reference in the Triparty Agreement to Lender acting as attorney-in-fact
for Borrower, Lender shall only so act if, when and to the extent Lender is authorized to do so under the terms of the Loan Documents
(other than the Triparty Agreement), (b) where the Triparty Agreement refers to the Lender’s approval or consent rights with
respect to any Condominium Documents, the standard for Lender’s granting or withholding of such approval or consent shall
be as set forth in this Agreement, (c) where the Triparty Agreement refers to the Subleasehold Lender (as defined in the Triparty
Agreement) designated in a notice from Lender to SCA as the Subleasehold Lender having the right to participate in the adjustment
of losses with any insurance company with respect to any damage or destruction of the Mortgaged Property, the right to participate
in any condemnation proceedings and settlement discussions, and the right to supervise and control the receipt and disbursement
of insurance proceeds and condemnation awards and damages payable with respect to the Mortgaged Property, all such rights shall
be subject to the terms and conditions of this Agreement, and (d) where the Triparty Agreement refers to the Subleasehold Lender
designated by Lender to supervise and control the receipt and disbursement of insurance proceeds and condemnation awards electing
not to disburse the net physical damage proceeds or award (after deducting the reasonable costs of adjustment, settlement and collection
and any necessary safety measures) for restoration of the improvements, such right so to elect shall be subject to the terms and
conditions of this Agreement.


 


Section 7.5          Sales
and Marketing Agreement/Management Agreement. Borrower shall not enter into any management agreement, leasing commission
agreement, brokerage agreement or other similar agreement without Lender’s prior written approval in each case, which approval
shall not be unreasonably withheld, conditioned or delayed. Prior to the completion of the first Subdivided Residential Unit, Borrower
shall enter into (i) a sales and marketing agreement, which sales and marketing agreement must be reasonably satisfactory to Lender,
and (ii) a management agreement with a third-party manager, which management agreement must be reasonably satisfactory to Lender.
Lender approves the Sales Agreement and the Sales Agent. Any management agreement, leasing commission agreement, brokerage agreement
or other similar agreement shall be collaterally assigned to Lender and shall be subordinate to the Mortgage and in substantially
the forms, as applicable, attached hereto as Exhibits P and Q. If at any time during the existence of an Event of
Default the management company, management agreement or leasing commissions agreement is not satisfactory to Lender, Borrower shall
have up to sixty (60) days after written notice to Borrower of Lender’s disapproval, to obtain a management company, management
agreement and/or leasing commissions agreement approved by and satisfactory to Lender.


 


Section 7.6           Impositions.


 


(a)          Borrower
shall pay and discharge all Impositions prior to delinquency and shall provide to Lender validated receipts or other evidence reasonably
satisfactory to Lender showing the payment of such Impositions within ten (10) Business Days after the same would otherwise have
become delinquent. Borrower’s obligation to pay Impositions pursuant to this Agreement shall include, to the extent permitted
by applicable law, taxes resulting from future changes in law which impose upon Lender an obligation to pay any property taxes
or other Impositions. Should Borrower default in the payment of any Impositions, Lender may (but shall not be obligated to) make
an Advance to pay such Impositions or any portion thereof.


 




    	 	-83-	 



     


    

 


(b)          Borrower
shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or
the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such
amounts and the sale of the Mortgaged Property or any portion thereof; provided, however, that such contest will
not result in a tax certificate or other sale of the tax lien and prior to the date on which such Imposition would otherwise have
become delinquent Borrower shall have: (i) given Lender prior written notice of such contest; and (ii) deposited with Lender, and
shall deposit such additional amounts as are necessary to keep on deposit at all times, an amount equal to at least one hundred
five percent (105%) of the total of: (A) the balance of such Imposition then remaining unpaid; plus (B) all interest, penalties,
costs and charges accrued or accumulated thereon. Any such contest shall be prosecuted with due diligence, and Borrower shall promptly
pay the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection
therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Section 7.3(b)
to the payment of any unpaid Imposition to prevent the sale of any tax lien or the sale or forfeiture of the Mortgaged Property
(or any portion thereof) for non-payment thereof. Lender shall have no liability, however, for failure to so apply any amount deposited
unless Borrower requests the application of such amount to the payment of the particular Imposition for which such amount was deposited.
Any surplus retained by Lender after payment of the Imposition for which a deposit was made shall be repaid to Borrower unless
an Event of Default shall have occurred, in which case said surplus may be retained by Lender to be applied to the Indebtedness.
Notwithstanding any provision of this Section 7.3(b) to the contrary, Borrower shall pay any Imposition which it might otherwise
be entitled to contest if, in the reasonable opinion of Lender, failure to pay will result in a tax certificate or other sale of
the tax lien or the Mortgaged Property (or any portion thereof) is in jeopardy or in danger of being forfeited or foreclosed; or
Lender may make an Advance to pay the same. Additionally, in such event, if Lender is prevented by law or judicial or administrative
order from paying such Imposition and Borrower fails to pay the same, then Lender, at its option, may declare the entire Indebtedness
immediately due and payable.


 


(c)          To
the extent cash flow from the Mortgaged Property is insufficient to pay same, real estate taxes, assessments, municipal charges
and insurance premiums shall be funded as a Disbursement to Borrower subject to the terms and conditions of disbursement in this
Agreement. To the extent Borrower fails to satisfy the conditions of disbursement in this Agreement, Borrower shall pay the real
estate taxes, assessments, municipal charges and insurance premiums that would otherwise be funded as a Disbursement to Borrower;
provided that if an Event of Default exists, Borrower shall deposit with Lender, monthly, on each Payment Date, 1/12th of the annual
charges (as reasonably estimated by Lender) for Impositions and insurance premiums, and, if required by Lender, 1/12th of the annual
charges for rent (if Borrower is lessee of an interest in any of the Mortgaged Property) with respect to the Mortgaged Property.
If required by Lender, Borrower shall also deposit with Lender, simultaneously with such monthly deposits and/or the execution
of this Agreement, a sum of money which together with such monthly deposits will be sufficient to make the payment of each such
charge at least fifteen (15) days prior to the date initially due. Should such charges not be ascertainable at the time any deposit
is required to be made, the deposit shall be made on the basis of the charges for the prior year or payment period, as reasonably
estimated by Lender. When the charges are fixed for the then current year or period, Borrower shall deposit any deficiency on demand.
All funds deposited with Lender shall be held without interest (unless the payment of interest thereon is required under applicable
law), may be commingled with Lender’s other funds, and shall be applied in payment of the foregoing charges when and as payable
provided that no Event of Default shall have occurred and be continuing. Should an Event of Default occur and be continuing, the
funds so deposited may be applied in payment of the charges for which such funds shall have been deposited or to the payment of
the Indebtedness or any other charges affecting the Mortgaged Property, as Lender in its sole discretion may determine, but no
such application shall be deemed to have been made by operation of law or otherwise until actually made by Lender as herein provided.
Borrower shall provide Lender with bills and all other documents necessary for the payment of the foregoing charges within ten
(10) Business Days following Borrower’s receipt of the same, but in any event at least fifteen (15) days prior to the date
on which each payment thereof shall first become due.


 




    	 	-84-	 



     


    

 


Section 7.7          Operating
Expenses. Borrower shall use any cash flow from the Mortgaged Property to pay all operating expenses of the Mortgaged Property
and all payments due under the Loan Documents.


 


ARTICLE
8



REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Borrower, jointly and
severally (if applicable), represents, warrants and covenants that:


 


Section 8.1           Organization
and Authority.


 


(a)          The
execution and delivery of the Loan Documents have been duly authorized and there is no provision in Borrower’s organizational
documents, as amended, requiring further consent for such action by any other Person.


 


(b)          Borrower
is duly organized, validly existing and in good standing under the laws of the state of its formation.


 


(c)          Borrower
has all necessary franchises, licenses, authorizations, registrations, Permits and approvals and full power and authority to develop
and construct the Property, own and operate the Mortgaged Property, and carry on its business.


 


(d)          The
execution and delivery of and performance of its obligations under the Loan Documents: (i) will not result in Borrower being in
default under any provision of its organizational documents, as amended, any court order, or any mortgage, deed of trust or other
agreement to which it is a party; and (ii) do not require the consent of or any filing with any governmental authority.


 




    	 	-85-	 



     


    

 


(e)          All
necessary and required actions have been duly taken by and on behalf of Borrower to make and constitute the Loan Documents, and
the Loan Documents constitute, legal, valid and binding obligations enforceable in accordance with their respective terms, subject
only to the application of bankruptcy and other laws affecting the rights of creditors generally.


 


(f)           Borrower
is, and at all times until repayment in full of the Indebtedness shall be, a “single asset real estate entity”, as
defined in Section 101 (51B) of the Federal Bankruptcy Code.


 


Section 8.2           Maintenance
of Existence. So long as it owns the Mortgaged Property, Borrower shall do all things necessary to preserve and keep in
full force and effect its existence, franchises, licenses, authorizations, registrations, permits and approvals under the laws
of the state of its formation and the State where the Premises is located and shall comply in all material respects with all regulations,
rules, ordinances, statutes, orders and decrees of any governmental authority or court now or hereafter applicable to Borrower
or to the Mortgaged Property or any portion thereof.


 


Section 8.3          Title.
Borrower has good, marketable and insurable fee simple title to the Premises and good indefeasible title to the balance of the
Mortgaged Property, free and clear of all Liens whatsoever, except the Permitted Encumbrances. Borrower represents and warrants
that it has accepted possession of the Premises (as defined in the Sublease) and has a valid and enforceable leasehold interest
in the leasehold estate created pursuant to the Sublease. To the best of Borrower’s knowledge, the Mortgage creates (1) a
valid, perfected Lien on the Mortgaged Property, subject only to Permitted Encumbrances and (2) perfected security interests in
and to, and perfected collateral assignments of, all Collateral (including the Leases), all in accordance with the terms hereof,
in each case subject only to any applicable Permitted Encumbrances and such other Liens as are permitted pursuant to the Loan Documents.
Borrower will preserve such title and will forever warrant and defend the same and validity and priority of the lien hereof to
Lender against all claims whatsoever.


 


Borrower is the owner
of or has right to all easements and other appurtenant rights (collectively, the “Easements”) created
under the agreements listed and described on Exhibit M hereof (collectively the “Easement Agreements”).
Borrower has delivered to Lender true, correct and complete copies of all Operating Agreements and Easement Agreements, if applicable.
To the best of Borrower’s knowledge, (A) no Operating Agreement, Easement Agreement or Easement created thereunder has been
modified, amended or supplemented and they are all in full force and effect; and (B) no defaults have occurred under any Operating
Agreement or Easement Agreement, and, to Borrower’s knowledge, no event has occurred which with notice or the passage of
time would constitute an event of default under any Operating Agreement or Easement Agreement. With respect to each Operating Agreement,
Easement Agreement and Permitted Encumbrance Borrower shall, to the extent commercially reasonable to do so: (i) observe, perform
and discharge all material obligations, covenants and warranties required to be kept and performed by Borrower, and (ii) enforce
or secure the performance of each and every material obligation, term, covenant, condition and agreement to be performed by any
other party. Borrower shall also (a) promptly deliver to Lender copies of all material written notices, demands or requests sent
or otherwise made by Borrower or any other Person, and (b) timely pay any charges assessed against the Premises as and when finally
due pursuant to the Operating Agreements or Easement Agreements or Permitted Encumbrances. Without the prior written consent of
Lender, which consent shall not be unreasonably withheld, delayed or conditioned, Borrower will not consent to or enter into any
agreement or writing that modifies, amends, supplements, restates, terminates or reduces any: (V) Operating Agreement, (W) Easement
Agreement, or (X) any appurtenant rights or interests, including any reversionary interests which Borrower possesses or may acquire.


 




    	 	-86-	 



     


    

 


Section 8.4           Mortgage
Taxes. Borrower shall pay any and all taxes, charges, filing, registration and recording fees, excises and levies imposed
upon Lender by reason of its ownership of, or measured by amounts payable under, the Loan Documents (other than income, franchise
and doing business taxes), and shall pay all stamp taxes and other taxes required to be paid on the Loan Documents. If Borrower
fails to make such payment within five (5) Business Days after notice thereof from Lender, Lender may (but shall not be obligated
to) pay the amount due, and Borrower shall reimburse Lender on demand for all such Advances. If applicable law prohibits Borrower
from paying (or reimbursing Lender for) such taxes, charges, filing, registration and recording fees, excises, levies, stamp taxes
or other taxes, then if the amount in question exceeds $25,000, Lender may declare the Indebtedness then unpaid to be due and payable
upon at least one hundred twenty (120) days’ written notice. In such event, no Minimum Multiple Fee, Exit Fee or Closed Period
Prepayment Fee, as applicable, shall be payable by Borrower so long as no Event of Default exists.


 


Section 8.5           Payment
of Liens. Borrower shall discharge and pay when due all payments and charges due under or in connection with any Liens
in accordance with the provisions of Section 4.7, or if not so discharged, Lender may (but shall not be obligated to) make
Advances to do so. Borrower shall do or cause to be done, at the sole cost of Borrower, everything reasonably necessary to fully
preserve the priority of the Lien of the Mortgage. If Borrower fails to make any such payment or if a Lien attaches to the Mortgaged
Property or any portion thereof and is not discharged within the thirty (30) day period referenced in Section 4.7, Lender
may (but shall not be obligated to) make such payment or discharge such lien and Borrower shall reimburse Lender on demand for
all such Advances.


 


Section 8.6           Representations
Regarding Mortgaged Property.


 


(a)          No
part of the Premises has been designated as wetlands under any federal, state or local law or regulation or by any governmental
agency, and no portion of the Premises is located within a 100-year flood plain, except as may be disclosed as such on the survey
of the Premises delivered to Lender in connection with the closing of the Loan.


 


(b)          Public
water supply, storm and sanitary sewers and sanitary sewer capacity, and electrical, gas, cable and telephone facilities are available
to the Premises within the boundary lines thereof or by an executed agreement, including without limitation that certain agreement
between Triborough Bridge and Tunnel Authority and Borrower, dated as of March 22, 2017.


 




    	 	-87-	 



     


    

 


(c)          Borrower
reports, for accounting purposes, on a fiscal year basis commencing on January 1 and terminating on December 31.


 


(d)          There
are no actions, suits or proceedings, pending or threatened in writing, affecting Borrower, Indemnitor or the Mortgaged Property
at law or in equity, on, before or by any federal, state, municipal or other governmental department, commission, board, bureau,
agency or other governmental instrumentality that would, if adversely determined, have a Material Adverse Effect on Borrower, Indemnitor
or the Mortgaged Property. There are no outstanding judgments, arbitration awards, decrees or awards of any kind pending against
any Borrower, any Indemnitor or any of the Mortgaged Property. Borrower, Indemnitor and Principals have never (i) been charged
for any criminal offense, (ii) filed for bankruptcy, insolvency or similar relief, and (iii) been involved in a foreclosure, deed-in-lieu
or similar transaction.


 


(e)          Guarantor
is in full compliance with all of Indemnitor’s Financial Covenants set forth in Section 12 of the Recourse Guaranty
Agreement.


 


(f)           Borrower
has not entered into a property management agreement as of the Closing Date.


 


Section 8.7          Operating
Accounts. At all times that the Loan remains outstanding, Borrower shall establish and maintain, or cause its Property
Manager to maintain the Operating Account, into which all cash proceeds resulting from any and all operations of Borrower and the
Project shall be deposited. Borrower shall not maintain any other operating accounts.


 


Section 8.8           Indemnification.
Borrower shall indemnify, defend and hold Lender and the Lender Parties harmless from and against, and be responsible for paying,
all Losses which may be imposed upon, asserted against, or incurred or paid by any of them by reason of, on account of or in connection
with any act or occurrence relating to the Mortgaged Property or any bodily injury, death, other personal injury or property damage
occurring in, upon or in the vicinity of the Mortgaged Property from any cause whatsoever, except to the extent caused by the gross
negligence or willful misconduct of any Lender Party.


 


Section 8.9           Estoppel
Certificates. Within ten (10) Business Days following a request by Lender, Borrower shall provide to Lender a duly acknowledged
written statement confirming: (a) the original maximum principal amount of the Loan; (b) the unpaid principal amount of the Loan;
(c) the rate of interest of the Loan; (d) the maturity date of the Loan; (e) the date installments of interest and/or principal
were last paid; (f) that, except as provided in reasonable detail in such statement, to Borrower’s actual knowledge, there
are no presently exercisable offsets or defenses against the Indebtedness, Potential Events of Default or Events of Default under
the Loan Documents; and (g) such other information that Lender shall reasonably request.


 


Section 8.10         ERISA.


 


(a)          Borrower
shall not engage in any transaction which would cause any obligation, or action taken or to be taken hereunder (or the exercise
by Lender of any of its rights under the Loan Documents) to be a non-exempt (under a statutory or administrative class exemption)
prohibited transaction under ERISA and/or Section 4975 of the IRS Code, provided, that Borrower may assume for purposes of this
Section 8.10(a) that the Loan proceeds are not “plan assets” within the meaning of 29 C.F.R. § 2510.3-101
(as modified by Section 3(42) of ERISA, the “Plan Assets Regulation”).


 




    	 	-88-	 



     


    

 


(b)          Borrower
further covenants and agrees to deliver to Lender such certifications and other evidence from time to time, until full repayment
of the Indebtedness, as are reasonably requested by Lender that (i) Borrower is not (and is not deemed to include the assets of)
an “employee benefit plan” that is subject to Title I of ERISA and/or a “plan” that is subject to Section
4975 of the IRS Code; (ii) Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and is
not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) one
or more of the following statements is and remains true:


 


		(i)	Equity interests in Borrower are “publicly offered
securities” within the meaning of Plan Assets Regulation; or



 


		(ii)	Less than twenty-five percent (25%) of each outstanding
class of equity interests in Borrower are held by “benefit plan investors” (determined in accordance with the Plan
Assets Regulation).



 


(c)          Borrower
shall not agree to, enter into or consummate any transaction which would render Borrower unable to furnish the certification or
other evidence referred to in Section 8.10(b), to the extent applicable.


 


(d)          Borrower
represents, warrants and covenants to each Lender Party that neither Borrower nor any ERISA Affiliate maintains, contributes to,
or has any obligation to contribute to, or has any direct or indirect liability with respect to any “employee benefit plan”
as defined in Section 3(3) of ERISA (including any “multiemployer plan” as defined in Section 3(37) of ERISA) that
is subject to Title IV or Section 302 of ERISA or Section 412 of the IRS Code. Borrower shall take or refrain from taking, as the
case may be, such actions as may be necessary to cause the representation and warranty in this Section 8.10 to remain true
and accurate until full repayment of the Indebtedness.


 


(e)          Lender
Parties shall each have the right to consult with Borrower on significant business issues relating to the operation of the Mortgaged
Property and the management of Borrower. Representatives of Borrower shall make themselves available quarterly, either personally
or by telephone at mutually agreeable times for such consultations. Such consultations need not result in any changes in Borrower’s
decisions or actions. Lender Parties intend to use such rights to satisfy the management rights requirements under the Plan Assets
Regulation.


 


Section 8.11         Terrorism
and Anti-Money Laundering.


 


(a)          As
of the date hereof and until full repayment of the Indebtedness: (i) Borrower; (ii) any Person Controlling or Controlled by Borrower;
(iii) if Borrower is a privately held entity, any Person having a ten percent (10%) or more direct or indirect beneficial interest
in Borrower (expressly excluding any direct or indirect shareholders of Indemnitor (collectively, the “Public Shareholders”));
or (iv) any Person for whom Borrower is acting as agent or nominee in connection with this transaction, is not an OFAC Prohibited
Person.


 




    	 	-89-	 



     


    

 


(b)          To
comply with applicable Anti-Money Laundering Laws, all payments by Borrower to Lender or from Lender to Borrower will only be made
and received in Borrower’s name and to and from a bank account of a bank based or incorporated in or formed under the laws
of the United States or a bank that is not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31
U.S.C. § 5311 et seq.), as amended, and the regulations promulgated thereunder by the U.S. Department of the Treasury,
as such regulations may be amended from time to time.


 


(c)          Borrower
shall provide Lender at any time and from time to time until repayment in full of the Indebtedness with such information as Lender
reasonably determines to be necessary or appropriate to comply with the Anti-Money Laundering Laws of any applicable jurisdiction,
or to respond to requests for information concerning the identity of Borrower, any Person Controlling or Controlled by Borrower
or any Person having a beneficial interest in Borrower (other than Public Shareholders), from any governmental authority, self-regulatory
organization or financial institution in connection with its anti-money laundering compliance procedures, or to update such information.


 


(d)          The
representations and warranties set forth in this Section 8.11 shall be deemed repeated and reaffirmed by Borrower as of
each date that Borrower makes a payment to Lender under the Loan Documents or receives any disbursement of Loan proceeds, reserve
funds or other funds from Lender. Borrower agrees promptly to notify Lender in writing should Borrower become aware of any change
in the information set forth in these representations.


 


Section 8.12         Special
Purpose Entity Requirements.


 


All of the provisions
of this Section 8.12 are individually and collectively referred to as the “SPE Requirements”.


 


(a)          Borrower
has not and, until repayment in full of the Indebtedness, shall not:


 


		(i)	engage in any business or activity other than the acquisition,
ownership, operation, maintenance, demolition, alteration and development of and sale of condominium units in accordance with
the terms of this Agreement with respect to the Mortgaged Property, and activities incidental thereto;



 


		(ii)	acquire or own any material asset other than the Mortgaged
Property and such incidental personal property as may be necessary for the operation of the Mortgaged Property;



 


		(iii)	merge into or consolidate with any Person or dissolve,
terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets or change
its legal structure, without in each case obtaining the prior written consent of Lender;



 




    	 	-90-	 



     


    

 


		(iv)	fail to preserve its existence as an entity duly organized,
validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization or formation, or
without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or conditioned, terminate
the provisions of Borrower’s formation or entity management documents or amend such organizational documents in a manner
which would result in a breach of any of the representations, warranties or covenants set forth in this Section 8.12 or
that would otherwise adversely affect Borrower’s special purpose entity status;



 


		(v)	own any subsidiary or make any investment in or acquire
the obligations or securities of any other Person without the prior written consent of Lender, which consent shall not be unreasonably
withheld, delayed or conditioned;



 


		(vi)	commingle its assets with the assets of any of its
shareholders, partners, members, Principals, affiliates, or any shareholder, partner, member, principal or affiliate thereof,
or of any other Person or transfer any assets to any such Person other than distributions on account of equity interests in Borrower
permitted hereunder and properly accounted for;



 


		(vii)	incur any debt, secured or unsecured, direct or contingent
(including guaranteeing any obligation), other than the Indebtedness, except as permitted under Section 10.1, provided
that any such debt is satisfied when due and payable, subject to reasonable and customary rights to contest such obligations,
and provided further that there is sufficient cash flow from the Property at such time to do so and Borrower’s constituent
owners shall not be required to fund or advance any additional capital to satisfy such obligation;



 


		(viii)	except for a payment of the Indebtedness by a guarantor
or indemnitor of the Loan, (A) allow any Person to pay its debts and liabilities, or (B) fail to pay its debts and liabilities
solely from its own assets;



 


		(ix)	fail to maintain its records, books of account and
bank accounts separate and apart from those of its shareholders, partners, members, Principals and Affiliates, or any shareholder,
partner, member, principal or Affiliate thereof, and any other Person or fail to prepare and maintain its own financial statements
in accordance with generally accepted accounting principles and susceptible to audit, or if such financial statements are consolidated
fail to cause such financial statements to contain footnotes disclosing that the Mortgaged Property is actually owned by Borrower;



 




    	 	-91-	 



     


    

 


		(x)	enter into any contract or agreement with any of its
shareholders, partners, members, Principals or Affiliates, any guarantor or indemnitor of all or a portion of the Loan or any
shareholder, partner, member, principal or Affiliate thereof, except upon terms and conditions that are intrinsically fair and
substantially similar to those that would be available on an arms-length basis with third parties or otherwise approved by Lender;



 


		(xi)	fail to correct any known misunderstandings regarding
the separate identity of Borrower;



 


		(xii)	hold itself out to be responsible or pledge its assets
or credit worthiness for the debts of another Person or allow any Person to hold itself out to be responsible or pledge its assets
or credit worthiness for the debts of Borrower (except for a guarantor or indemnitor of the Loan);



 


		(xiii)	make any loans or advances to any third party, including
any of its shareholders, partners, members, Principals or Affiliates, or any shareholder, partner, member, Principal or Affiliate
thereof;



 


		(xiv)	fail to use separate contracts, purchase orders, invoices
and checks (other than such documents that bear the name of its manager or managing agent with reference to the Premises);



 


		(xv)	fail either to hold itself out to the public as a
legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not: (A) to
mislead others as to the entity with which such other party is transacting business; or (B) to suggest that Borrower is responsible
for the debts of any third party (including any of its shareholders, partners, members, principals or Affiliates, or any shareholder,
partner, member, principal or Affiliate thereof);



 


		(xvi)	allow any Person to pay the salaries of its own employees
or fail to maintain a sufficient number of employees for its contemplated business operations (which may be zero employees);



 


		(xvii)	fail to maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of its contemplated business operations, provided
that there is sufficient cash flow from the Property at such time to do so and Borrower’s constituent owners shall not be
required to fund or advance any additional capital to satisfy this obligation;



 




    	 	-92-	 



     


    

 


		(xviii)	seek dissolution or winding up in whole, or in part;



 


		(xix)	file a voluntary petition or otherwise initiate proceedings
to have Borrower or any Principal adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against Borrower or any Principal, or file a petition seeking or consenting to reorganization or relief of Borrower
or any Principal as debtor under any applicable federal or state law relating to bankruptcy, insolvency, or other relief for debtors
with respect to Borrower or Principal; or seek or consent to the appointment of any trustee, receiver, conservator, assignee,
sequestrator, custodian, liquidator (or other similar official) of Borrower or any Principal or of all or any substantial part
of the properties and assets of Borrower or any Principal, or make any general assignment for the benefit of creditors of Borrower
or any Principal, or admit in writing the inability of Borrower or any Principal to pay its debts generally as they become due
or declare or effect a moratorium on Borrower or any Principal debt or take any action in furtherance of any such action; or



 


		(xx)	conceal assets from any creditor, or enter into any
transaction with the intent to hinder, delay or defraud its creditors or the creditors of any other Person.



 


(b)          If
Borrower is a limited partnership, then any general partner of Borrower must also be a special purpose entity and comply with the
provisions of this Section 8.12.


 


(c)          Borrower
and any Person required to be a special purpose entity pursuant to the terms of this Section 8.12 shall not amend or modify
any of their respective formation or entity management documents in any manner that would result in a breach of any of the representations,
warranties or covenants set forth in this Section 8.12 or that would otherwise adversely affect Borrower’s special
purpose entity status without the prior written consent of Lender, which consent shall not be unreasonably withheld, delayed or
conditioned. Promptly after Lender’s written request from time to time, but not more frequently than once in any calendar
year, Borrower shall deliver to Lender evidence reasonably satisfactory to Lender that Borrower and any other Person required to
be a special purpose entity pursuant to the terms of this Section 8.12 are in compliance with the provisions of this Section
8.12.


 


Section 8.13         Notices/Proceedings.
Borrower shall promptly notify Lender in writing of the occurrence of any of the following: (i) receipt of any written notice from
any holder of any other lien or security interest in any of the Mortgaged Property; it being understood that no such lien or security
interest is ever permitted to exist at any time under any circumstances until after repayment in full of the Indebtedness (except
as otherwise specifically provided herein); or (ii) commencement of any judicial or administrative proceedings by, against or otherwise
affecting Borrower, Indemnitor or any of the Mortgaged Property, or any other action by any creditor thereof as a result of any
default under the terms of any loan.


 




    	 	-93-	 



     


    



 





Section 8.14      Business
Purpose of Loan. Borrower stipulates and warrants that the purpose of the Loan is for the sole purpose of carrying on or
acquiring a business, professional or commercial enterprise. Borrower further stipulates and warrants that all proceeds of the
Loan will be used for said business, professional or commercial enterprise.


 


Section 8.15      Legal
Requirements and Maintenance of Mortgaged Property. To the best of Borrower’s knowledge, except as disclosed to Lender
in writing, the Mortgaged Property is, in all material respects, in compliance with all Legal Requirements. Borrower shall comply
with all Legal Requirements in all material respects, subject to Borrower’s right to contest the same in accordance with
this Agreement. Borrower shall permit Lender and its agents to enter upon and inspect: (a) the areas of the Mortgaged Property
which are open to the public at all reasonable hours without prior notice and (b) subject to the rights of tenants under the Leases
and fee simple owners of portions of the Mortgaged Property conveyed in accordance with the terms of this Agreement, all other
areas of the Mortgaged Property during regular business hours upon at least 48 hours prior written notice, except that no notice
shall be required in the event of an emergency. Except as expressly contemplated herein, Borrower shall not, without the prior
written consent of Lender, which consent may be granted or withheld in Lender’s sole and absolute discretion: (a) change
the use of the Premises from that contemplated in the Business Plan; (b) cause or permit the use or occupancy of any part of the
Premises to be discontinued if such discontinuance would violate any zoning or other law, ordinance or regulation; (c) apply for
or consent to any subdivision (other than the contemplated subdivision of the Residential Unit), re-subdivision (other than the
contemplated subdivision of the Residential Unit), zoning reclassification, modification or restriction affecting the Premises;
(d) commit or knowingly permit any waste, structural or material addition to or material alteration, demolition or removal of the
Mortgaged Property (except alterations required pursuant to an Acceptable Lease) or any portion thereof (provided that the Equipment
included within the Collateral may be removed if obsolete or if replaced with similar items of equal or greater value); (e) take
any action whatsoever to apply for, consent to, or acquiesce in the conversion of the Mortgaged Property, or any portion thereof,
to a condominium or cooperative form of ownership, or (f) take any action whatsoever to apply for, consent to or acquiesce in any
subdivision (other than the contemplated subdivision of the Residential Unit) or re-subdivision (other than the contemplated subdivision
of the Residential Unit) of the Mortgaged Property, or any portion thereof. No provision of this Section 8.15 shall prohibit
Borrower from undertaking and completing tenant improvement work authorized under Leases previously approved by Lender or not requiring
Lender’s prior approval and the Construction Work in accordance with the terms of this Agreement.


 




    	 	-94-	 



     


    

 


Section 8.16      Solvency.
(1) Neither Borrower nor Indemnitor has entered into the transaction contemplated by this Agreement or any Loan Document with the
actual intent to hinder, delay, or defraud any creditor, and (2) Borrower and Indemnitor have each received reasonably equivalent
value in exchange for its obligations under the Loan Documents. The fair saleable value of Borrower’s assets is, as of the
date hereof, and will, immediately following the making of the initial disbursement of the Loan on the date hereof, be greater
than Borrower’s liabilities, including the maximum amount of its contingent liabilities on its debts as such debts become
absolute and matured. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably
small capital for such entity to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to,
and does not believe that it will, incur debt and other liabilities (including contingent liabilities and other commitments) beyond
its ability to pay such debt and liabilities as they mature (taking into account the timing and amounts of cash to be received
by it and the amounts to be payable on or in respect of obligations of such party). Other than the bankruptcy of Indemnitor’s
predecessor, Syms Corp., filed in the United States Bankruptcy Court for the District of Delaware in 2011 as In re Filene’s
Basement, LLC, et al., Case No. 11-13511-KJC (Bankr. D. Del), no petition in bankruptcy has been filed against Borrower or
any Indemnitor or any Principal and neither Borrower nor any Indemnitor has ever made an assignment for the benefit of creditors
or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower nor Indemnitor has been involved in a foreclosure
or in a default on any indebtedness owing to Lender or to any affiliate of Lender or, in the case of Borrower, on any other indebtedness
obtained for commercial purposes. All financial and other information submitted by or on behalf of Borrower and Indemnitor to Lender
in connection with the Loan is true, complete and correct in all material respects. All of Borrower's obligations to creditors,
including, but not limited to, all payments and accounts relating to the Premises, are current.


 


Section 8.17      Interest
Rate Cap Agreement. 


 


(a)       In
the event that LIBOR exceeds one and one-half percent (1.50%), Borrower shall enter into, and Borrower shall thereafter maintain
in full force and effect, an “Interest Rate Cap Agreement” from an issuer that satisfies the Rate Cap
Rating Criteria and is reasonably acceptable to Lender (“Issuer”). Such Interest Rate Cap Agreement shall
be either:


 


		(i)	at any time when an unpaid principal balance of the Loan is outstanding, in a notional amount equal
to at least the lesser of (i) the Maximum Loan Amount and (ii) the sum of (x) the current outstanding principal balance of the
Loan and (y) $10,000,000 (or, if less, the amount of the Loan that remains available as a Disbursement to Borrower under this Agreement)
(the “Minimum Cap Amount”).



 


		(ii)	An “amortizing” Interest Rate Cap Agreement where, as of the first day of the calendar
month set forth in row 446 of Exhibit W attached hereto and made a part hereof, the notional amount is equal to or
greater than the “Starting Balance” set forth in row 450 of Exhibit W, for such calendar month; provided,
however, that if on or after the Projected Repayment Date, an unpaid principal balance remains outstanding on the Loan, Borrower
shall maintain an Interest Rate Cap Agreement in a notional amount of no less than the Minimum Cap Amount.



 




    	 	-95-	 



     


    

 


The Interest Rate Cap
Agreement shall provide that if LIBOR then in effect is at any time greater than two and one-half percent (2.5%) (the “Strike
Price”), then the Issuer shall pay to Lender, on the dates when monthly payments of interest are required to be paid
to Lender under Section 2.3, an amount equal to interest on said notional amount at the Excess Rate (as hereinafter defined).
If at any time the current outstanding principal amount of the Loan is equal to or greater than the combined notional amounts of
any Interest Rate Protection Agreement(s) in place at the time, Borrower shall enter into a supplemental Interest Rate Cap Agreement
(a “Supplemental Interest Rate Cap Agreement” and together with any existing or future Interest Rate
Cap Agreement, collectively, the “Interest Rate Cap Agreements”) in the notional amount equal to the
lesser of (i) the Maximum Loan Amount less the current sum of the notional amounts of the Interest Rate Protection Agreements then
in place and (ii) the sum of (x) the current outstanding principal balance of the Loan and (y) $10,000,000 (or, if less, the amount
of the Loan that remains available to be advanced as a Disbursement to Borrower under this Agreement), less the current sum of
the notional amounts of the Interest Rate Cap Agreements then in place. In no instance will any Funds be disbursed under the Loan
that would result in the outstanding principal balance of the Loan exceeding the aggregate notional amount of any Interest Rate
Cap Agreements in place in accordance with this Section 8.17(a) after such time as LIBOR has exceeded one and one-half percent
(1.50%) unless Borrower has made arrangements reasonably acceptable to Lender for the notional amount of such Interest Rate Cap
Agreement to be increased accordingly. For the avoidance of doubt, the terms of any Supplemental Interest Rate Cap Agreement including
the Strike Price, maturity and counterparty quality will be substantially the same as the then currently existing Interest Rate
Cap Agreements.


 


(b)       Not
later than sixty (60) days prior to the scheduled expiration of any Interest Rate Cap Agreement, Borrower shall, at Borrower’s
cost and expense, replace the same with an Interest Rate Cap Agreement as required by the terms of this Section 8.17; provided,
however, that Borrower shall be under no such obligation in the event that the scheduled expiration of the Interest Rate Cap Agreement
coincides with either (i) the Maturity Date (as same may have been extended by Borrower), or (ii) the Projected Repayment Date,
if in Lender’s reasonable judgment, Borrower is reasonably on track to repay the entire Indebtedness on such Projected Repayment
Date. In the event that (1) an Interest Rate Cap Agreement is terminated for any reason or is otherwise unenforceable by Lender
or (2) the issuer executing the Interest Rate Cap Agreement is not a financial institution satisfying the Rate Cap Rating Criteria,
Borrower shall, within sixty (60) days following the occurrence of either such event, obtain from a financial institution that
satisfies the Rate Cap Rating Criteria a replacement Interest Rate Cap Agreement in form and substance satisfactory to Lender in
its reasonable discretion.


 


(c)       No
Interest Rate Cap Agreement shall be secured by a Lien on the Mortgaged Property or any other asset of the Borrower.


 


(d)       Each
Interest Rate Cap Agreement and Supplemental Interest Rate Cap Agreement shall be collaterally assigned to Lender pursuant to a
Collateral Assignment of Interest Rate Cap Agreement in substantially the form and substance attached hereto as Exhibit V
(the “Assignment of Rate Cap Agreement”), which Assignment of Rate Cap Agreement shall be consented to
by Issuer and delivered to Lender, with respect to any Interest Rate Cap Agreement or Supplemental Interest Rate Cap Agreement,
promptly upon receipt by Borrower, and with respect to any replacement Interest Rate Cap Agreement, prior to the expiration of
the Interest Rate Cap Agreement then being replaced.


 




    	 	-96-	 



     


    

 


(e)       As
used herein, “Excess Rate” shall mean an amount equal to LIBOR then in effect under Section 2.2(a)
minus the Strike Price. As used herein, “Rate Cap Rating Criteria” means with respect to any Person,
the long term unsecured debt obligations of the applicable Person are rated at least “A-” by Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies, Inc., and any successor thereto, or at least “A3” by Moody’s
Investor Services, Inc., and any successor thereto. If, at any time prior to the Maturity Date, the Issuer no longer satisfies
the Rate Cap Rating Criteria, Borrower shall, within sixty (60) days following written notice from Lender, obtain and deliver to
Lender a replacement Interest Rate Cap Agreement from an Issuer that satisfies the Rate Cap Rating Criteria and is reasonably acceptable
to Lender, and Borrower shall execute and deliver to Lender a replacement Assignment of Interest Rate Cap Agreement in form and
substance satisfactory to Lender in its reasonable discretion.


 


Section 8.18      Representations
Regarding the Construction Work. Borrower makes the following representations and warranties to Lender as of the date of
this Agreement, and as of the date of each Disbursement to Borrower, as updated to reflect such changes as may have resulted from
acts, omissions, events or circumstances that do not constitute a Material Adverse Effect, Potential Event of Default or Event
of Default hereunder.


 


(a)       As
the date of recordation of the Mortgage, no construction has commenced on the Land and no materials have been delivered to the
Land, or if construction has commenced or materials have been delivered, the legal effect of possible mechanics’, materialmen’s
or other statutory liens has been negated by title insurance or surety bonds satisfactory to Lender.


 


(b)       Borrower
has received all Permits and Approvals to commence construction of the Project and has received all Permits and Approvals for the
Project necessary for the stage of construction then underway, except for those, if any, as Lender reasonably determines may be
obtained at a later date during the course of construction, so long as such Permits and Approvals as are in effect shall be sufficient
to allow the Project to proceed to completion in the ordinary course.


 


(c)       Borrower
has delivered a complete set of Approved Plans which Lender has reviewed and approved, which Approved Plans shall not be amended
without Lender’s prior written approval (which approval shall not be unreasonably withheld, conditioned or delayed); provided
that Lender’s approval shall not be required for (i) any amendment that Borrower is required to make under the School Unit
Purchase Agreement which are (1) initiated by the SCA, (2) the cost of which shall be solely borne by the SCA (with respect to
which the SCA has evidenced its ability to pay the increased costs to the reasonable satisfaction of Borrower and Lender) or by
Borrower with additional equity, and (3) such amendment solely affects the School Unit, and (ii) any amendment in connection with
a Change Order permitted hereunder. The Approved Plans include and are consistent with the 100% School Base Building CD’s.


 


(d)       The
Approved Budget, as amended with Lender’s written approval (which approval shall not be unreasonably withheld, conditioned
or delayed), sets out the total itemized costs, direct and indirect, for the Completion of the Construction Work and the payment
and performance of Borrower’s other obligations under the Loan Documents.


 




    	 	-97-	 



     


    

 


(e)       To
Borrower’s knowledge, the Initial Required Equity (plus additional equity unconditionally committed to Borrower or deposited
or contributed pursuant hereto) and the Loan proceeds are sufficient to pay all the costs set out in the Budget.


 


Section 8.19      Limitations
on Distributions. Until full repayment of the Indebtedness, no Upstream Entity shall receive any cash flow distributions
from Borrower or from the Mortgaged Property. Further, until full repayment of the Indebtedness, neither Borrower nor any Upstream
Owner shall receive any Residential Unit Net Sale Proceeds. In addition, except for the Development Fee (which may be paid in accordance
with the provisions of this Agreement), neither Borrower nor any Affiliate of Borrower shall receive a fee for any acquisition,
asset management, disposition, leasing or any other reason related to the Premises until the Indebtedness has been fully repaid.


 


Section 8.20      Condominium.



 


(a)       Concurrently
with the formation of the Condominium, Borrower shall assign all of its right, title and interest in and to the TBTA Agreement
to the Condominium Board of Managers. Upon the recording of the Declaration and Condominium Plans in the Register’s Office,
Borrower represents and warrants to Lender that the Declaration (including the Bylaws) and the Condominium Plans shall be in full
compliance with all Condominium Laws. Lender hereby approves the form of Declaration (including the Bylaws) attached hereto as
Exhibit R, which Borrower represents and warrants is the same form attached as Exhibit T to the School Unit Purchase
Agreement. On or before December 22, 2019, Borrower shall submit the Condominium Plans to Lender for Lender’s review and
approval (which approval shall not be unreasonably withheld, conditioned or delayed). Lender shall complete its review of the Condominium
Plans within thirty (30) days following its receipt of same, and shall either approve or disapprove the same within said thirty
(30) day period. If Lender disapproves the Condominium Plans, Lender shall provide Borrower with a reasonably detailed explanation
for Lender’s disapproval thereof, and Borrower shall then re-submit revised drafts of the same to Lender as soon as reasonably
practicable. Borrower shall cause the Condominium Plans to address the reasonable concerns or reasons for Lender’s disapproval
of the prior drafts of the same. Lender and Borrower shall repeat this process until the Condominium Plans are approved by Lender.
Borrower shall be permitted to record the Declaration in the form of Exhibit R and the Condominium Plans approved by Lender
in accordance with this Section 8.20(a) up to thirty (30) days prior to the date of the conveyance of the School Unit to
SCA. Borrower shall not modify or amend the form of Declaration (including the Bylaws) and/or the approved form of Condominium
Plans prior to recording the Declaration and Condominium Plans without Lender’s prior written consent, which consent shall
not be unreasonably withheld, conditioned or delayed, provided (i) no Event of Default exists, (ii) such amendment or modification
complies with all Condominium Laws, and (iii) the SCA has approved the amendment in writing to the extent it has approval rights
thereto under the School Purchase Agreement. Borrower shall be permitted to record an amended and restated Declaration and amended
Condominium Plans (reflecting the subdivision of the Residential Unit), with the City Register after Borrower’s receipt of
Lender’s written consent and approval of the Offering Plan, including any amendments thereto, in accordance with the provisions
of Article 16 hereof.


 




    	 	-98-	 



     


    

 


(b)       Following
the recording of the Declaration and the Condominium Plans in the Register’s Office, Borrower agrees that:


 


		(i)	Borrower shall not, without Lender’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed provided (x) no Event of Default exists and (y) such amendment or modification complies with all
Condominium Laws, amend, modify or supplement, or consent to or suffer the amendment, modification or supplementation of any of
the Condominium Documents (except with respect to price change amendments to the Offering Plan increasing the Schedule A—Purchase
Prices (each a “Price Change Amendment”) as provided in Article 16 hereof). Borrower shall not consent
to the merger of the Condominium with any other condominium without Lender’s prior written consent, which may be withheld
in its sole and absolute discretion. Lender shall endeavor to respond to each request by Borrower for Lender’s approval of
an amendment to the Condominium Documents within twenty (20) Business Days following Lender’s receipt of such request and
all required documents and information relating to such request. If Lender does not notify Borrower of its approval or disapproval
of a proposed amendment to the Condominium Documents within twenty (20) Business Days after request by Borrower and submission
by Borrower of all information needed by Lender to evaluate said request, then Borrower may deliver a second request, which request
shall state on the top of the first page in bold lettering “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS
DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE MASTER LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.”
If Lender does not notify Borrower of its approval or disapproval of the proposed amendment to the Condominium Documents within
ten (10) Business Days after such second request, then as long as no Event of Default or Potential Event of Default exists, the
same shall be deemed approved;



 


		(ii)	Borrower will pay, or cause to be paid, all assessments for common charges and expenses made against
the Mortgaged Property owned by Borrower pursuant to the Condominium Documents as the same shall become due and payable;



 




    	 	-99-	 



     


    

 


		(iii)	Borrower will comply in all material respects with all of the terms, covenants and conditions on
Borrower’s part to be complied with, pursuant to the Condominium Documents and any rules and regulations that may be adopted
for the Condominium, as the same shall be in force and effect from time to time;



 


		(iv)	Borrower, or Borrower’s designated members of the Condominium Board of Managers, will take
all actions as may be reasonably necessary from time to time to preserve and maintain the Condominium in accordance with the Condominium
Laws;



 


		(v)	Borrower will not, without the prior written consent of Lender (which consent may be granted or
withheld in Lender’s sole and absolute discretion), take (and hereby assigns to Lender any right it may have to take) any
action to terminate the Condominium, withdraw the Condominium from the Condominium Laws, or cause a partition of the Condominium
to be so withdrawn;



 


		(vi)	it shall be an Event of Default if (A) pursuant to any judgment, decision, order, rule or regulation
of either a court of competent jurisdiction or a governmental agency with jurisdiction over the Premises and following the expiration
of all applicable appeal periods, any material provision of the Condominium Documents is held to be invalid and such invalidity
shall materially and adversely affect the lien of the Mortgage or Lender’s other security interests under the Loan Documents,
or (B) the Condominium shall become subject to any action for partition by any Unit Owner and said action has not been dismissed
within ninety (90) days after commencement thereof, or (C) the Condominium is withdrawn from the condominium regime established
under the Condominium Laws;



 


		(vii)	Borrower will not, without Lender’s prior written consent, which consent shall not be unreasonably
withheld, conditioned, or delayed so long as no Event of Default exists, exercise any right it may have to vote for (A) any additions
or improvements to the common elements of the Condominium that are not included in the Condominium Plans, except as such additions
or improvements may be required by Legal Requirements, (B) any borrowing on behalf of the Condominium or (C) the expenditure of
any insurance proceeds or condemnation awards for the repair or restoration of the Improvements (unless Borrower is entitled to
utilize such insurance proceeds in accordance with Section 5.2(d) hereof);



 




    	 	-100-	 



     


    

 


		(viii)	Except as may be otherwise provided in the Offering Plan or as may be required by the Condominium
Laws, Borrower shall control the Condominium Board of Managers and the Condominium Association formed by the Condominium Documents
at least until such time as more than fifty percent (50%) of the Subdivided Residential Units have been sold in accordance with
this Agreement;



 


		(ix)	For so long as Borrower controls the Condominium Board of Managers, Borrower will, in accordance
with Borrower’s rights under the Condominium Documents, cause the Condominium Board of Managers to maintain insurance on
the Condominium in accordance with the Condominium Documents and this Agreement; and



 


		(x)	For so long as Borrower controls the Condominium Board of Managers, Borrower, in accordance with
Borrower’s rights under the Condominium Documents, shall cause the Condominium Board of Managers to enforce the Property
Management Agreement.



 


Section 8.21      Sales
Pace Covenant. Borrower shall satisfy the minimum sales pace for the sale of Subdivided Residential Units attached hereto
as Exhibit D (subject to the cure rights set forth thereon) (the “Sales Pace Covenant”).


 


ARTICLE 9


 


FINANCIAL REPORTING


 


Section 9.1       Financial
Statements; Records. Borrower shall keep adequate books and records of account in accordance with generally accepted accounting
principles related to real estate, consistently applied and shall provide to Lender in both hard copy and in electronic format,
if available, via e-mail to addresses specified by Lender, within the time periods set forth, the following (collectively, the
“Financial Information”):


 


(a)       Financial
Information. Borrower shall deliver to Lender the following:


 


		(i)	an annual Business Plan which includes operating and capital budgets (including expected capital
expenditures, a detailed project of sales, selling costs and profits), including cash flow projections for the upcoming Fiscal
Year, and all proposed capital replacements and improvements, within thirty (30) days prior to the close of each Fiscal Year.



 


		(ii)	an annual financial statement for the Premises and for Borrower, including balance sheets, income
statements and itemization of any contingent liabilities, to be prepared by an accountant and certified by an authorized and responsible
officer or representative of Borrower in the form approved by Lender in its reasonable discretion, within one hundred twenty (120)
days after the close of each Fiscal Year of Borrower;



 




    	 	-101-	 



     


    

 


		(iii)	a monthly Progress Report;



 


		(iv)	a monthly internally prepared income statement and balance sheet, within twenty (20) days following
the end of each calendar month (beginning with the first month of leasing activity and no later than three (3) months after the
Completion Date);



 


		(v)	Monthly, detailed marketing and sales reports (once sales of the Subdivided Residential Units begin),
deposit and escrow accounts, and calculations of selling costs in connection with the sale by Borrower of Subdivided Residential
Units commencing on the first month after approval of the Offering Plan by the Attorney General);



 


		(vi)	copies of federal tax returns of the Borrower and Indemnitor, within thirty (30) days following
the filing thereof; and



 


		(vii)	detailed financial statements for Indemnitor (including any back-up information above and beyond
public filings Indemnitor makes in its 10Q and 10K filings with the Securities and Exchange Commission) and a statement of its
Net Worth and Liquidity (as such terms are defined in the Recourse Guaranty Agreement) confirming said Indemnitor’s compliance
with Indemnitor’s Financial Covenants, to be prepared and certified by said Indemnitor or if required by Lender following
an Event of Default, a statement prepared and certified by an independent certified public accountant acceptable to Lender providing
the Net Worth and Liquidity of Indemnitor, within forty-five (45) days following the end of each calendar quarter (other than the
fourth calendar quarter) and within eighty (80) days following the end of each calendar year; provided, however, that the foregoing
financial deliverables as to Indemnitor may be modified or supplemented by Lender if Indemnitor is no longer a publicly traded
company.



 


(b)       Financial
Information Upon Request. Upon written request from Lender, Borrower shall deliver the following:


 


		(i)	such other financial or management information from Borrower and Indemnitor as may, from time to
time, be reasonably required by Lender and in form and substance reasonably satisfactory to Lender;



 


		(ii)	updates to the financial information delivered under Section 9.1(a)(vii), within ten (10)
days of Lender’s request;



 




    	 	-102-	 



     


    

 


		(iii)	Borrower’s books and records regarding the Premises for examination, review, copying and
audit by Lender or its auditors during normal business hours and convenient facilities for such examination review, copying and
audit of Borrower’s books and records of account;



 


		(iv)	a statement confirming: (A) that no Borrower or Indemnitor or Principal has, since the date hereof,
been the subject of any bankruptcy, reorganization, dissolution or insolvency proceeding; (B) that there does not exist any subordinate,
mezzanine or other indebtedness prohibited by any Loan Document; (C) that there has not occurred any transfer, sale, pledge or
encumbrance prohibited by any Loan Document, except as previously disclosed to Lender in writing and approved by Lender in writing;
and (D) that, to Borrower’s actual knowledge, (1) there is no Event of Default and (2) no condition exists which, following
notice to Borrower and following the expiration of any applicable cure period, would constitute an Event of Default, or if an Event
of Default or such condition exists, Borrower shall disclose such Event of Default or condition.



 


(c)       Failure
to Deliver Financial Information. If Borrower fails to deliver or cause to be delivered to Lender any Financial Information
required hereunder within fifteen (15) days following written notice from Lender to Borrower that Borrower has failed to timely
deliver said Financial Information, Lender may, in its sole and absolute discretion, charge Borrower (and Borrower shall pay to
Lender) a fee equal to $2,500 (the “Financial Information Fee”), for each thirty (30) day period or portion
thereof during which Borrower fails to timely deliver to Lender any such Financial Information.


 


ARTICLE
10



CONVEYANCES, ENCUMBRANCES AND BORROWINGS


 


Section 10.1      Prohibition
Against Conveyances, Encumbrances and Borrowing. 


 


(a)       Except
with the prior written consent of Lender, and except as expressly permitted in Sections 10.2, neither Borrower nor any other
Person shall sell, transfer, convey, assign, mortgage, encumber, pledge, hypothecate, grant a security interest in, grant options
with respect to, or otherwise dispose of (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise,
and whether or not for consideration or of record) (collectively, a “Conveyance”) all or any portion
of any legal or beneficial interest in: (a) all or any portion of the Mortgaged Property including the Leases; or (b) all or any
ownership interest in Borrower or in any Upstream Owner, except that a Conveyance of any publicly traded shares in (or issuance
of any publicly traded equity of) any Upstream Owner (or the issuance of any equity in or debt of a publicly traded Upstream Owner)
shall be specifically permitted without the consent of Lender.


 




    	 	-103-	 



     


    

 


(b)       In
furtherance of the foregoing, subordinate liens (voluntary or involuntary) secured by any portion of the Mortgaged Property, or
any beneficial interest in the Mortgaged Property, and any mezzanine or any other financing, whether unsecured or secured by any
ownership interest in Borrower or in any Upstream Owner, shall not be permitted, except with the prior written consent of Lender
in each case. Without limiting Lender’s right to withhold its consent to any Conveyance, any Conveyance must not be to a
tenancy in common or an OFAC Prohibited Person. All requests for Lender’s consent under this Section 10.1 shall be
on a form previously approved by Lender and shall be accompanied by the payment of Lender’s standard processing fee for such
transactions then in effect. Lender’s consent to any of the foregoing actions, if given, may be conditioned upon a change
in the interest rate, maturity date, amortization period or other terms under this Agreement, the payment of a Conveyance fee and/or
any other requirements of Lender. Notwithstanding the foregoing, Lender shall not unreasonably withhold, delay or condition its
consent to easements or access licenses (or amendments thereto), nor shall Lender require a change in the terms of the Loan in
connection with a request for consent to easements or access licenses (or amendments thereto) so long as such easements or access
licenses do not have an adverse impact on the use, operation or value of the Mortgaged Property. In addition to the standard processing
fee and the transfer or encumbrance fee referred to in this Section 10.1, Borrower shall pay or reimburse Lender within
five (5) days after demand for all reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees,
costs and expenses, title search costs, and title insurance endorsement premiums) incurred by Lender in connection with the review,
approval and documentation of any such transaction. The foregoing prohibitions are not intended to prevent individual Upstream
Owners (other than any general partner or managing member of Borrower or any other Upstream Owner that is required to comply with
the provisions of Section 8.12) from obtaining personal loans unrelated to Borrower and the Mortgaged Property and are also
not intended to prevent Borrower from incurring reasonable and customary equipment leases, trade payables and unsecured operational
debt incurred with trade creditors in the ordinary course of its business of owning and operating the Mortgaged Property in such
amounts as are reasonable and customary under the circumstances that will be satisfied within sixty (60) days of the date same
becomes payable (subject to the right to contest same in good faith), provided that such debt is not evidenced by a note and is
paid when due.


 


Section 10.2       Permitted
Transfer. 


 


(a)       Notwithstanding
the provisions of Section 10.1(a) above, as long as no Event of Default exists, Borrower shall have the right to sell or
permit the sale of up to an aggregate of forty-nine percent (49%) of the direct and indirect equity interests in Borrower to one
or more third-parties provided that:


 


		(i)	Any new equity investor must be a Qualified Real Estate Investor and any new equity investor must
also be an Institutional Real Estate Investor if it will own more than ten percent (10%) of the direct and indirect interests in
Borrower;



 




    	 	-104-	 



     


    

 


		(ii)	Lender shall have reviewed and approved (which approval shall not be unreasonably withheld, conditioned
or delayed) all relevant joint venture agreements, partnership agreements and limited liability company operating agreements (and
other related documents) and must be reasonably satisfied that any decision-making provisions, as well as any major decision rights
granted to the equity investor(s), do not result in a change of Control over Borrower and/or the Project;



 


		(iii)	Indemnitor must retain Control and decision-making authority over Borrower and the Project subject
to the terms of the joint venture agreement approved by Lender;



 


		(iv)	Such Conveyance shall not be to a tenancy in common or an OFAC Prohibited Person;



 


		(v)	Borrower pays Lender’s standard processing fee (not to exceed $50,000) and pays Lender all
reasonable out-of-pocket expenses (including reasonable out-of-pocket attorneys’ fees, costs and expenses, title search costs,
and title insurance endorsement premiums) incurred in connection with the review, approval and documentation of any such transaction;



 


		(vi)	In connection with any transfer of a membership interest in Borrower or the admission of any new
member to Borrower, Borrower shall cause each such new member of Borrower to execute and deliver to Lender (i) either a pledge
agreement substantially in the same form as the Pledge Agreement or execute and deliver to Lender a joinder to the Pledge Agreement
in form and substance reasonably satisfactory to Lender, (ii) original membership certificates and an executed endorsement in blank
sufficient for such membership interests to be certificated, and (iii) a power of attorney substantially in the same form as the
Power of Attorney; and



 


		(vii)	The consent of the SCA is not required or written consent thereof has been obtained and delivered
to Lender.



 


For the avoidance of
doubt, any Conveyance of more than forty-nine percent (49%) of the direct and indirect interests in Borrower to one or more third-parties
shall be subject to Lender’s prior written approval, which approval may be granted or withheld in Lender’s sole and
absolute discretion and which approval, if granted, may be conditioned upon material changes to the terms and conditions of the
Loan Documents as may be required by Lender in its sole and absolute discretion.


 


(b)       Notwithstanding
the provisions of Section 10.1(a) above, the sale or transfer of the School Unit, the Retail Unit or any Subdivided Residential
Unit in accordance with the Business Plan will not be deemed to be a violation of the prohibitions on partial transfers of ownership
in the Borrower.


 




    	 	-105-	 



     


    

 


ARTICLE 11


 


EVENTS OF DEFAULT


 


Section 11.1     Events
of Default. Each of the following shall constitute an Event of Default under the Loan Documents (each an “Event
of Default”):


 


(a)       Failure
to pay (i) any monthly installment of interest in accordance with Section 2.3 within five (5) Business Days following the
date such amount is due; provided, however, if there are sufficient funds available in the Interest Holdback or Reserve Account
and Borrower otherwise satisfies all of the conditions to a Disbursement to Borrower, the failure to pay any monthly installment
of interest shall not be deemed an Event of Default, (ii) the failure to pay Lender the Residential Unit Net Sale Proceeds in accordance
with Section 2.3(c), or (iii) the entire amount due under the Loan Documents by the Maturity Date;


 


(b)       Except
for the payments described in Sections 11.1(a) and 11.1(h) (relating to insurance premiums), failure to pay any other
amount due under the Loan Documents within ten (10) days following notice from Lender that such amount is due;


 


(c)       Except
as provided in Section 11.1(a), 11.1(b) and 11.1(d) to 11.1(ff), inclusive, failure to perform or comply
with any term, obligation, covenant or condition contained in this Agreement or any other Loan Documents, within thirty (30) days
after the delivery of written notice (“Cure Notice”) from Lender of such failure; provided that if such
default is not reasonably capable of being cured (without taking into account financial capability) within such thirty (30) day
period, such failure shall not constitute an Event of Default so long as Borrower commences the cure of such default within such
thirty (30) day period, diligently prosecutes such cure to completion and completes such cure within one hundred twenty (120) days
after delivery of the Cure Notice from Lender;


 


(d)       The
occurrence of an Event of Default, or default following any required notice to Borrower and following the expiration of any applicable
grace or cure period, under any Loan Document;


 


(e)       If
any representation, warranty, certification or other written statement made in any Loan Document or in any written statement or
certificate at any time given by Borrower, Indemnitor or Pledgor (or any officers or employees thereof, in their capacity as such)
to Lender in connection with the Loan shall prove to be untrue or misleading in any material respect at the time when made or given;
provided, however, if (i) Borrower, Indemnitor or Pledgor (or any officers or employees thereof, in their capacity as such) makes
a good faith, unintentional misrepresentation in any Loan Document or in any such other written statement or certificate, (ii)
there is no failure by Borrower to timely pay any sum of money when due under the Loan Documents, and (iii) the underlying facts
or situation that rendered such representation inaccurate or untrue can be remedied to Lender’s reasonable satisfaction within
thirty (30) days following the earlier to occur of the discovery of such misrepresentation by Borrower or written notice from Lender
to Borrower of such misrepresentation and Borrower actually remedies said underlying facts or situation so as to make the original
representation in the Loan Document(s) true and correct on a going forward basis prior to the expiration of said thirty (30) day
period and there are not remaining material adverse consequences to Lender, the Loan or the Mortgaged Property, then such misrepresentation
shall not be deemed to be an Event of Default;


 




    	 	-106-	 



     


    

 


(f)       If
Lender fails to have a legal, valid, binding and enforceable first priority lien on the Mortgaged Property or any portion thereof;


 


(g)       Failure
to permit Lender or its agents to enter to the Mortgaged Property or to access Borrower’s books and records in accordance
with the terms of the Loan Documents, such failure continuing for more than seven (7) Business Days after written notice from Lender
to Borrower of such failure;


 


(h)       Failure
to maintain insurance or apply insurance proceeds as required by this Agreement;


 


(i)       Intentionally
omitted;


 


(j)       Except
as permitted in this Agreement or otherwise approved in writing by Lender: (i) any change from the planned use (i.e., school and
residential condominiums) of the upper floors of the Improvements, and any material change in the use that is inconsistent with
the current lawful permitted use of the planned first floor retail space or causing or permitting the use or occupancy of any part
of the Premises to be discontinued if such change of use or discontinuance would violate any zoning or other law, ordinance or
regulation; (ii) consent to any zoning reclassification, modification or restriction affecting any of the Premises; or (iii) except
as expressly contemplated by Section 8.20 or Article 16, taking any steps whatsoever to convert any of the Premises,
or any portion thereof, to a condominium, cooperative or tenancy in common form of ownership;


 


(k)       Failure
by Borrower within ten (10) days following notice from Lender to deliver copies of any material notices from governmental or regulatory
authorities in accordance with the terms of the Loan Documents;


 


(l)       Failure
to deliver (i) financial statements required by Article 9 within thirty (30) days following written notice from Lender to
Borrower of such failure; provided, however, the foregoing thirty (30) day cure period shall be extended by such additional time
as may be necessary solely in connection with Borrower’s obligation to deliver items requested by Lender under Sections
9.1(b)(i), (ii) and (iii) as long as Borrower diligently pursues the delivery of said items to Lender, or (ii) the estoppel
certificates required by Section 8.9 within five (5) Business Days after the delivery of written notice from Lender, which
notice and five (5) Business Day cure period under this Section 11.1(l) shall be in addition to the notice and ten (10)
Business Day cure period set forth in Section 8.9;


 


(m)      Material
violation by Borrower of the terms, obligations, covenants or conditions set forth in Section 8.12 (Single Purpose Entity
Requirements) or Article 10 (Conveyances, Encumbrances and Borrowings); or entering into any Lease of all or any portion
of the Retail Unit in violation of the provisions of Section 7.1;


 




    	 	-107-	 



     


    

 


(n)       If
a default or event of default shall occur under any permitted mortgage, or security agreement encumbering all or any portion of
the Mortgaged Property which is subordinate or superior to the lien of the Mortgage beyond the expiration of any applicable notice
and cure period thereunder, or if any party under any such instrument shall commence a foreclosure or other collection or enforcement
action in connection therewith (excluding mechanics’ liens);


 


(o)       Intentionally
omitted;


 


(p)       If
Borrower or Indemnitor consents to the filing of, or commences or consents to the commencement of, any Bankruptcy Proceeding with
respect to any Borrower or any Indemnitor;


 


(q)       If
any Bankruptcy Proceeding shall have been filed against Borrower or Indemnitor and the same is not withdrawn, dismissed, canceled
or terminated within ninety (90) days of such filing;


 


(r)       If
any Borrower or Indemnitor is adjudicated bankrupt or insolvent or a petition for reorganization of any Borrower or any Indemnitor
is granted;


 


(s)       If
a receiver, liquidator or trustee of Borrower or Indemnitor, or of any of the properties of Borrower or Indemnitor shall be appointed
and not dismissed within ninety (90) days of such appointment;


 


(t)       If
Borrower or Indemnitor shall make an assignment for the benefit of its creditors;


 


(u)       Except
as otherwise permitted herein, if Borrower or any Principal or any Indemnitor shall institute or cause to be instituted any proceeding
for the termination or dissolution of Borrower or Indemnitor;


 


(v)       Failure
to achieve Completion of the Construction Work by the Completion Date or, to the extent applicable, by the Outside Completion Date;


 


(w)      With
respect to the Construction Work, (i) the suspension or discontinuance of the Construction Work for a continuous period of at least
forty-five (45) days, for reasons other than Force Majeure, (ii) the occurrence of more than two (2) distinct suspensions or discontinuances
of the Construction Work, each lasting for a period of greater than thirty (30) consecutive days, for reasons other than Force
Majeure, (iii) the abandonment of the Construction Work, for reasons other than Force Majeure, or (iv) the failure of Borrower
to diligently prosecute Completion of the Construction Work in good faith, for reasons other than Force Majeure;


 


(x)       Failure
to achieve a Milestone Construction Hurdle by the Milestone Deadline, subject to extensions for Force Majeure, in accordance with
the provisions of Section 4.1(b) of this Agreement.


 




    	 	-108-	 



     


    

 


(y)       An
event of default by Borrower which continues after the giving of the applicable notice and expiration of the applicable cure period,
if any, occurs under the School Unit Purchase Agreement or a notice of termination of the School Purchase Agreement is delivered
by the SCA (other than as a result of the Closing occurring thereunder) which Lender reasonably believes is valid and effective;


 


(z)       Failure
to adhere to the Major Points of the Business Plan in all material respects within thirty (30) days after the delivery of a Cure
Notice from Lender of such failure, or such longer time as may be reasonably necessary to cure such failure provided Borrower promptly
commences and diligently pursues such cure, which additional time shall not exceed an additional sixty (60) days, for an aggregate
of ninety (90) days;


 


(aa)     The sale of a
Subdivided Residential Unit for less than the Residential Unit Minimum Sales Price without Lender’s prior written consent,
which may be withheld in Lender’s sole and absolute discretion;


 


(bb)     Failure to satisfy
the Sales Pace Covenant;


 


(cc)     An event of default
by Borrower which continues after the giving of the applicable notice and expiration of the applicable cure period, if any, occurs
under the Master Lease or Sublease or a notice of termination of the Sublease is delivered by the SCA (other than as a result of
the Closing occurring thereunder) which Lender reasonably believes is valid and effective;


 


(dd)     A default by
Borrower occurs under the Triparty Agreement which continues after the giving of the applicable notice and the expiration of the
applicable cure period thereunder;


 


(ee)     Failure of Indemnitor
to meet the Indemnitor’s Financial Covenants; or


 


(ff)      An event occurs
as provided in Section 8.20 (b)(vi) hereof with respect to the Condominium.


 


ARTICLE 12


 


REMEDIES


 


Section 12.1      Remedies.
Upon the occurrence of any Event of Default, Lender may (1) declare the entire Loan to be immediately due and payable without presentment,
demand, protest, notice of protest or dishonor, notice of intent to accelerate the maturity thereof, notice of acceleration of
the maturity thereof, or other notice of default of any kind, all of which are hereby expressly waived by Borrower, (2) terminate
the obligation, if any, of Lender to advance amounts hereunder, and (3) exercise all rights and remedies therefor under this Agreement,
the Mortgage and the other Loan Documents and otherwise available at law or in equity. Notwithstanding any arbitration provision
in the Triparty Agreement, Lender shall not be precluded from brining any foreclosure action, an action for specific performance
or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Notes, the Loan
Agreements, the Mortgages and the other Loan Documents, or in the Mortgaged Property or any other collateral given to Lender pursuant
to the Loan Documents. The rights and remedies of Lender under the Triparty Agreement are cumulative and as against Borrower are
not in lieu of, but are in addition to, any other rights or remedies which Lender may have under the other Loan Documents, at law,
or otherwise. Lender has no duty to Borrower, Indemnitor or any other Person to exercise Lender’s rights under the Triparty
Agreement.


 




    	 	-109-	 



     


    

 


Section 12.2      Lender’s
Right to Perform the Obligations. If Borrower shall fail, refuse or neglect to make any payment or perform any act required
by the Loan Documents, then while any Event of Default exists, and without notice to or demand upon Borrower and without waiving
or releasing any other right, remedy or recourse Lender may have because of such Event of Default, Lender may (but shall not be
obligated to) make Advances to make such payment or perform such act, and shall have the right to enter upon the Premises for such
purpose and to take all such action thereon and with respect to the Mortgaged Property as it may deem necessary or appropriate.
Similarly, in making any payments to protect the security intended to be created by the Loan Documents, Lender shall not be bound
to inquire into the validity of any apparent or threatened adverse title, lien, encumbrance, claim or charge before making an advance
for the purpose of preventing or removing the same. Borrower shall indemnify, defend and hold Lender harmless from and against,
and be responsible for, any and all Losses incurred or accruing by reason of any acts performed by Lender pursuant to the provisions
of this Section 12.2, including those arising from the joint, concurrent, or comparative negligence of Lender, except as
a result of Lender’s gross negligence or willful misconduct.


 


Section 12.3      Waiver
of Marshalling of Assets. 


 


(a)       To
the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of
the assets of Borrower, and others with interests in Borrower, and of the Mortgaged Property, and agrees not to assert any right
under any laws pertaining to the marshalling of assets, homestead exemption, the administration of estates of decedents, to defeat,
reduce or affect the right of Lender under the Loan Documents to a sale of the Mortgaged Property for the collection of the Indebtedness
without any prior or different resort for collection or of the right of Lender to the payment of the Indebtedness out of the net
proceeds of the Mortgaged Property in preference to every other claimant whatsoever. Borrower agrees that the actions, sales, proceedings
and foreclosure described herein or in any of the other Loan Documents may be commenced in any order determined by Lender.


 


Section 12.4      Advances.
At any time when an Event of Default exists, Lender shall have the right (but not the obligation) to make Advances and obtain reimbursement
for any and all Advances to satisfy any of Borrower’s obligations under this Agreement that Borrower fails to timely satisfy,
which Advances shall constitute additions to the Loan. Lender may make an Advance in reliance on any bill, statement or assessment
procured from the appropriate governmental authority or other issuer thereof without inquiring into the accuracy or validity thereof.
All Advances shall bear interest at the Default Rate from the date that each such Advance or expense is made or incurred to the
date of repayment, if not paid within five (5) Business Days after demand. Borrower shall pay or reimburse Lender within five (5)
Business Days after written demand for any and all Advances made pursuant to this Agreement, including for all interest thereon
and for all costs and expenses (including reasonable out-of-pocket attorneys’ and appraisers’ and receivers’
fees, costs and expenses and the expenses and reasonable fees of any similar official) related or incidental to the collection
of the Indebtedness, any foreclosure of the Mortgage or any other Loan Document, any enforcement, compromise or settlement of any
Loan Document or the Indebtedness in any judicial, arbitration, administrative, probate, appellate, bankruptcy, insolvency or receivership
proceeding, as well as in any post-judgment proceeding to collect or enforce any judgment or order relating to the Indebtedness
or any Loan Document, as well as any defense or assertion of the rights or claims of Lender in respect of any thereof, by litigation
or otherwise. All Advances made and any reasonable expenses incurred at any time by Lender pursuant to the provisions the Loan
Documents or under applicable law shall be secured by the Mortgage as part of the Indebtedness, with equal rank and priority.


 




    	 	-110-	 



     


    

 


Section 12.5      Participation
In Proceedings. Lender may, after written notice to Borrower: (i) appear in and defend any action or proceeding, in the
name and on behalf of either Lender or Borrower, in which Lender is named or which Lender reasonably determines may adversely affect
the Mortgaged Property, the Mortgage, the Lien thereof or any other Loan Document; and (ii) institute any action or proceeding
which Lender reasonably determines should be instituted to protect its interest in the Mortgaged Property or its rights under the
Loan Documents, including foreclosure proceedings.


 


ARTICLE 13


 


LIMITATIONS ON LIABILITY


 


Section 13.1      Limitation
on Liability. 


 


(a)       Subject
to the provisions of this Section 13.1, in any action or proceedings brought on any Loan Document in which a money judgment
is sought, Lender will look solely to the Mortgaged Property and other property described in the Loan Documents (including the
Property Income and any other rents and profits from such property) for payment of the Indebtedness and, specifically and without
limitation, Lender agrees to waive any right to seek or obtain a deficiency judgment against Borrower.


 


(b)       The
provisions of Section 13.1(a) shall not:


 


		(i)	constitute a waiver, release or impairment of any obligation evidenced or secured by any Loan Document;



 


		(ii)	be deemed to be a waiver of any right which Lender may have under Sections 506(a), 506(b), 1111(b)
or any other provisions of the Federal Bankruptcy Code to file a claim for the full amount of the Indebtedness evidenced by this
Agreement and the Note and secured by the Mortgages or to require that all of the Mortgaged Property shall continue to secure all
of the Indebtedness owing to Lender in accordance with the Loan Documents;



 




    	 	-111-	 



     


    

 


		(iii)	impair the right of Lender to name Borrower or Indemnitor as a party or parties’ defendant
in any action or suit for judicial foreclosure and sale under the Mortgage;



 


		(iv)	affect the validity or enforceability of, or limit recovery under, any indemnity (including the
Environmental Indemnification Agreement), guaranty, master or other lease or similar instrument made in connection with the Loan
Documents;



 


		(v)	impair the right of Lender to obtain the appointment of a receiver; or



 


		(vi)	impair Lender’s rights and remedies under this Agreement, the Mortgage or any separate assignment
of leases and rents regarding the assignment of Leases and Property Income to Lender.



 


(c)       Notwithstanding
any provisions of Section 13.1(a), Borrower and Indemnitor shall be personally liable to Lender and Lender shall have full
recourse to Borrower and Indemnitor in connection with the Loan to the extent provided below in connection with the following:


 


		(i)	Fraud or intentional material misrepresentation in connection with the Application, the Loan Documents
or the making of the Loan – Recourse liability for the entire Indebtedness if such fraud or intentional material misrepresentation
was performed or made by or at the direction of any officer of Borrower or Indemnitor, and Recourse liability for any Losses incurred
by Lender in all other instances of fraud or intentional material misrepresentation performed or made by Borrower or Indemnitor,
their respective Affiliates or employees who are not officers of Borrower or Indemnitor, in connection with the Application, the
Loan Documents or the making of the Loan;



 


		(ii)	Insurance and/or condemnation Proceeds received by or on behalf of Borrower but not applied in
accordance with the terms of the Loan Documents – Recourse liability for any such proceeds which are neither paid over to
Lender, nor applied in accordance with the terms of Article 3;



 


		(iii)	Failure to apply any security deposits, advances or prepaid rents, cancellation or termination
payments and other sums received by Borrower or by an Affiliate of Borrower or on behalf of Borrower in connection with the operation
of the Premises in accordance with the terms of the Loan Documents, or misappropriation of any of the aforementioned sums received
by Borrower or on behalf of Borrower – Recourse liability for the amount of any such sums not applied in accordance with
the terms of the Loan Documents or not paid over to Lender;



 




    	 	-112-	 



     


    

 


		(iv)	Removal of any non-obsolete Equipment from the Mortgaged Property by or on behalf of Borrower or
its Affiliates which is not replaced with Equipment of equal or greater utility and value – Recourse liability for the replacement
value of any Equipment which is so removed and not so replaced;



 


		(v)	Any act of arson, malicious destruction or intentional physical waste of the Mortgaged Property
by the Borrower, Upstream Owners, any Principal, or any general partner, manager or managing member of Borrower – Recourse
liability for any Losses incurred by Lender arising out of or related to each such act;



 


		(vi)	Any failure to apply any income or proceeds of the Mortgaged Property received by or by an Affiliate
of Borrower on behalf of Borrower to any obligations under the Loan Documents or for capital improvements or operating expenses
of the Premises (including any deposits or reserves required by a Loan Document) in violation of this Agreement – Recourse
liability to the extent of any such income or proceeds which are not applied as aforesaid; provided that Lender shall not have
the right to recover distributions made in good faith to any Upstream Owner (after determining the sufficiency of revenues to cover
any such payments) more than 180 days prior to an Event of Default occurring under any Loan Document;



 


		(vii)	Filing by any Borrower, or any Indemnitor, or any general partner or managing member of Borrower
of a voluntary bankruptcy or insolvency proceeding, or the filing against any of them, or against any of the Mortgaged Property,
of an involuntary bankruptcy or insolvency proceeding by a party other than Lender Parties with respect to which proceeding Borrower,
Indemnitor, or any Affiliate of Borrower or Indemnitor has acted in concert with, solicited or caused to be solicited petitioning
creditors, or has colluded or conspired with any party to cause the filing thereof (“Collusive Insolvency”)
which is not dismissed within 90 days of filing – Recourse liability for the entire Indebtedness;



 




    	 	-113-	 



     


    

 


		(viii)	Failure of Borrower to timely maintain, or pay the premiums for, any insurance required to be maintained
under Article 5 of this Agreement or any other Loan Document; or to pay any Impositions against the Mortgaged Property –
Recourse liability for any Losses incurred by Lender in connection with such failure to timely maintain insurance, pay any Imposition
or pay insurance premiums; provided that Borrower shall not be liable for Losses as a result of the foregoing to the extent it
has satisfied all of the conditions precedent to a Disbursement to Borrower and Lender has not made a Disbursement to Borrower
in accordance with the terms of this Agreement, or to the extent that cash flow from the Mortgaged Property is insufficient to
pay same, and Borrower has provided Lender with written notice of the fact that cash flow from the Mortgaged Property is insufficient
to pay same and that Borrower does not intend to pay same at least thirty (30) days prior to the due date for the insurance premium
or Imposition in question;



 


		(ix)	Violation of the restrictions on transfers of the Mortgaged Property or any ownership interest
in Borrower set forth in Section 10.1 – Recourse liability for the entire Indebtedness;



 


		(x)	Violation of the restrictions on subordinate, mezzanine and other financing as described in the
Loan Documents – Recourse liability for the entire Indebtedness;



 


		(xi)	Violation of the SPE Requirements– Recourse liability for any Losses incurred by Lender relating
to such violation of such SPE Requirements;



 


		(xii)	Borrower, Indemnitor and/or Principal or any of their respective Affiliates takes, in bad faith,
any action which impedes, enjoins, prevents, hinders, frustrates, delays, stays or interferes with Lender’s exercise of any
rights or remedies under any of the Loan Documents after the earlier to occur of the occurrence of an Event of Default or a Potential
Event of Default under any Loan Document (including, without limitation, the Triparty Agreement), at law or in equity, excluding
good faith defenses – Recourse liability for any Losses incurred by Lender relating to such action.



 


		(xiii)	Out-of-pocket costs and expenses incurred by Lender in enforcing the SCA’s or Borrower’s
obligations under the School Unit Purchase Agreement, the Triparty Agreement, the Master Lease or the Sublease (including, without
limitation, any replacement Master Lease or Sublease), including without limitation, out-of-pocket reasonable attorneys’
fees incurred therewith – Recourse liability for any such costs and expenses not paid by Borrower in accordance with this
Agreement.



 




    	 	-114-	 



     


    

 


ARTICLE 14


 


MISCELLANEOUS


 


Section 14.1      Notices.



 


(a)       All
notices, consents, approvals and requests required or permitted under any Loan Document shall be given in writing and shall be
effective for all purposes if hand delivered or sent by: (i) certified or registered United States mail, postage prepaid, return
receipt requested; or (ii) expedited prepaid delivery service, either commercial or United States Postal Service, with proof of
attempted delivery; addressed in either case as follows:


 


If to Lender, at the
following address:


 


Massachusetts
Mutual Life Insurance Company


c/o Midland Loan Services


10851 Mastin, Suite
300


Overland Park, Kansas
66210


	Attention:	Barings Servicing Group
	 	Loan No. 17602


 


And to:


 


Massachusetts
Mutual Life Insurance Company


c/o Barings
LLC


One Financial
Plaza


Hartford, Connecticut
06103


	Attention: 	Structured Real Estate Loan Servicing
	 	Loan No.: 17602


 


And to:


 


Massachusetts
Mutual Life Insurance Company


c/o Barings
LLC


One Financial
Plaza


Hartford, Connecticut
06103


	Attention: 	Legal Department
	 	Loan No.: 17602


 


If to Borrower, at
the following address:


 


TPHGREENWICH OWNER
LLC


c/o Trinity Place Holdings
Inc.


340 Madison Avenue


3rd Floor,
Suite 3C


New York, New York
10173


	Attention:	Steven Kahn


 




    	 	-115-	 



     


    

 


With a copy to:


 


Kramer Levin Naftalis
& Frankel LLP


1177 Avenue of the
Americas


New York, New York
10036


	Attention:	James P. Godman, Esq.


 


And, in the case of any
default notice, with copies to:


 


New York City
School Construction Authority

30-30 Thompson Avenue

Long Island City, New York 11101

Attn: Ross J. Holden, Executive Vice President & General Counsel

Facsimile: (718) 472-8088

E-mail: rholden@nycsca.org


 


and


 


Herrick, Feinstein
LLP

2 Park Avenue

New York, New York 10016

Attn: Doug Heller, Esq.

Facsimile: (212) 545-3338

E-mail: dheller@herrick.com


 


or to such other address
and person as shall be designated from time to time by Lender or Borrower, as the case may be, in a written notice to the other
party in the manner provided for in this Section 14.1. A notice shall be deemed to have been given: in the case of hand
delivery, at the time of actual delivery; in the case of registered or certified mail, three (3) Business Days after deposit in
the United States mail; in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day. A party
receiving a notice that does not comply with the technical requirements for notice under this Section 14.1 may elect to
waive any deficiencies and treat the notice as having been properly given.


 


(b)       Borrower
acknowledges that Lender may elect to correspond or transmit information concerning the Loan or Borrower to Borrower, the Principals,
Indemnitors, investors and other third parties via email or the internet. Such transmissions shall be for the convenience of the
parties hereto and shall not replace or supplement the required methods of delivering notices provided for above. In addition,
Borrower acknowledges that that such information may be transmitted via the internet or by email and with or without any algorithm
enhanced security software and Borrower waives any right to privacy in connection therewith.


 


Section 14.2     Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all of which shall constitute
one document.


 




    	 	-116-	 



     


    

 


Section 14.3     Successors
and Assigns. This Agreement shall be binding upon Borrower’s successors and assigns and shall inure to the benefit
of Lender, the Lender Parties and their respective successors and assigns.


 


Section
14.4     Joint and Several Liability. If more than one party is executing this Agreement as
a Borrower, then each party that executes this Agreement shall be jointly and severally responsible for any and all
obligations of any Borrower hereunder.


 


Section 14.5     Captions.
The captions of the sections and Sections of this Agreement are for convenience only and are not intended to be a part of this
Agreement and shall not be deemed to modify, explain, enlarge or restrict any of the provisions hereof.


 


Section 14.6     Further
Assurances. Borrower shall do, execute, acknowledge and deliver, at Borrower’s sole cost and expense, such further
acts, instruments or documentation, including additional title insurance policies or endorsements, and title reinsurance, as Lender
may reasonably require from time to time to better assure, transfer and confirm unto Lender the rights now or hereafter intended
to be granted to Lender under any Loan Document.


 


Section 14.7     Severability.
All rights, powers and remedies provided in this Agreement may be exercised only to the extent that the exercise thereof does not
violate any applicable law, and are intended to be limited to the extent (but only to the extent) necessary so that they will not
render this Agreement invalid or unenforceable. If any term, covenant, condition, or provision of this Agreement or the application
thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remaining terms, covenants, conditions
and provisions of this Agreement, or the application of such term, covenant, condition or provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition
and provision of this Agreement shall be modified and/or limited to the extent necessary to render the same valid and enforceable
to the fullest extent permitted by law.


 


Section 14.8     Borrower’s
Obligations Absolute. All sums payable by Borrower hereunder shall be paid without notice (except as otherwise expressly
provided), demand, counterclaim, setoff, deduction or defense and without abatement, suspension, deferment, diminution or reduction,
and the obligations and liabilities of Borrower hereunder shall in no way be released, discharged, or otherwise affected (except
as expressly provided herein) by reason of: (a) any damage to or destruction of or any condemnation or similar taking of the Premises
or any portion thereof; (b) any restriction or prevention of or interference with any use of the Premises or any portion thereof;
(c) any title defect or encumbrance or any eviction from the Premises or any portion thereof by title paramount or otherwise; (d)
any Bankruptcy Proceeding relating to Borrower, any Principal, any Indemnitor or any general partner, manager or managing member
of Borrower, or any action taken with respect to any Loan Document by any trustee or receiver of Borrower, any Principal, any Indemnitor
or any general partner, manager or managing member of Borrower, or by any court, in any such proceeding; (e) any claim which Borrower
has or might have against Lender; or (f) any default or failure on the part of Lender to perform or comply with any of the terms
hereof or of any other agreement with Borrower. Except as expressly provided herein, Borrower waives all rights now or hereafter
conferred by statute or otherwise to any abatement, suspension, deferment, diminution or reduction of any sum secured hereby and
payable by Borrower.


 




    	 	-117-	 



     


    

 


Section 14.9     Amendments;
Consents. This Agreement cannot be altered, amended, modified or discharged orally and no executory agreement shall be
effective to modify or discharge it in whole or in part, unless in writing and signed by the party against which enforcement is
sought. No consent or approval required under any Loan Document shall be binding unless in writing and signed by the party sought
to be bound.


 


Section 14.10   Other
Loan Documents and Exhibits. All of the agreements, conditions, covenants, provisions and stipulations contained in the
Loan Documents, and each of them, which are to be kept and performed by Borrower are hereby made a part of this Agreement to the
same extent and with the same force and effect as if they were fully set forth in this Agreement, and Borrower shall keep and perform
the same, or cause them to be kept and performed, strictly in accordance with their respective terms. The Cover Sheet and each
exhibit, schedule and rider attached to this Agreement are integral parts of this Agreement and are incorporated herein by this
reference. In the event of any conflict between the provisions of any such exhibit, schedule or rider and the remainder of this
Agreement, the provisions of such exhibit, schedule or rider shall prevail.


 


Section 14.11   Merger.
So long as any Indebtedness shall remain unpaid, fee title to and any other estate in the Mortgaged Property shall not merge, but
shall be kept separate and distinct, notwithstanding the union of such estates in any Person.


 


Section 14.12   Time
of the Essence. Time shall be of the essence in the performance of all obligations of Borrower under every Loan Document.


 


Section 14.13   Transfer
of Loan. Lender may, at any time, sell, transfer, encumber, pledge or assign the Loan Documents or any portion thereof,
and any or all servicing rights with respect thereto (collectively, a “Transfer”), or grant participations
therein (a “Participation”) or issue mortgage pass-through certificates or other securities (the “Securities”)
evidencing a beneficial interest in a rated or unrated public offering or private placement (a “Securitization”).
In the case of a Transfer, the transferee shall have, to the extent of such Transfer, the rights, benefits and obligations of “Lender”
under the Loan Documents. Lender may forward to each purchaser, transferee, assignee, servicer, participant, investor in such Transfer,
Participation or Securitization or any Rating Agency rating such Securitization (collectively, the “Investor”)
that executes and delivers Lender’s form of (or another customary) non-disclosure agreement and each prospective Investor
or any agency maintaining databases on the underwriting and performance of commercial mortgage loans, all documents and information
which Lender now has or may hereafter acquire relating to the Loan, the Mortgaged Property, Borrower, any Principal, and any Indemnitor,
whether provided by Borrower, any Indemnitor, or otherwise, as Lender reasonably determines necessary or desirable. Borrower irrevocably
waives any and all rights it may have under applicable state or federal law to prohibit disclosure in accordance with the provisions
of this Section 14.13, including any right of privacy. Further Borrower acknowledges that such information may be transmitted via
the internet or by email. Lender will notify Borrower in writing of any Transfer of the Loan or any portion thereof, to the extent
such Transfer occurs prior to Completion. Notwithstanding anything to the contrary, provided that no Event of Default exists and
prior to Completion, Lender shall not resign as the Administrative Agent without Borrower’s consent, which consent shall
not be unreasonably withheld, conditioned or delayed. As long as no Event of Default exists, at all times prior to the Completion
of Construction Work and funding of the entire Loan (or if less than the Maximum Loan Amount has been funded on the date the Borrower
achieves Completion, Lender having no further obligation to make a Disbursement to Borrower), Lender shall: (i) in connection with
a Transfer of a fifty percent (50%) or less interest in the Loan, make such transfer only to an Institutional Real Estate Investor
with a net worth of at least $500,000,000 and liquidity (including uncalled capital commitments, commitments from parent entities,
and lines of credit) in an amount not less than the lesser of (x) 125% of said entity’s pro-rata share of the then un-funded
Loan amount, and (y) the sum of 100% of said entity’s pro-rata share of the then unfunded Loan amount and $10,000,000; and
(ii) in connection with the Transfer of greater than a fifty percent (50%) interest in the Loan, make such Transfer only to an
Institutional Real Estate Investor with a net worth of at least $1,000,000,000 and liquidity (including uncalled capital commitments,
commitments from parent entities, and lines of credit) in an amount not less than the lesser of: (A) 125% of said entity’s
pro-rata share of the then unfunded Loan amount, and (B) the sum of 100% of said entity’s pro-rata share of the unfunded
Loan amount and $20,000,000.


 




    	 	-118-	 



     


    

 


Section 14.14    Cooperation.
Borrower shall, and shall cause each Principal and Indemnitor to, reasonably cooperate with Lender at no material cost to Borrower
in connection with servicing the Loan and any Transfer, Participation, Securitization or any other financing created or obtained
in connection with the loan, including:


 


(a)       Estoppel
Certificates. Borrower, within ten (10) Business Days following a request by Lender, shall provide Lender or any proposed
assignee with an estoppel certificate containing the information set forth in Section 8.9 and such other information that
Lender shall reasonably request, duly acknowledged and certified;


 


(b)       Bifurcation
of Note. The Note and the Mortgage may, at any time until the same shall be fully paid and satisfied, at the sole election
of Lender, be split or divided into two or more notes and two or more security instruments, each of which shall cover all or a
portion of the Mortgaged Property to be more particularly described therein. To that end, Borrower, upon written request of Lender,
shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered by any Indemnitor or the then owner
of any of the Mortgaged Property, to Lender and/or its designee or designees substitute notes and security instruments in such
principal amounts, aggregating not more than the then unpaid principal amount of Indebtedness, and containing terms, provisions
and clauses substantially the same as those contained herein and in the Note, which, in the aggregate, will have economic terms
substantially consistent with the Loan, and such other documents and instruments as may be reasonably required by Lender, which
have no adverse effect on Borrower. Lender shall reimburse Borrower for its reasonable out-of-pocket costs and expenses incurred
in connection with any such Transfer, Participation or Securitization; and


 




    	 	-119-	 



     


    

 


(c)       Transfer
of Funds. In the event of a Securitization, all funds held by Lender in connection with the Loan may be deposited in eligible
accounts at eligible institutions as then defined and required by any Rating Agency. Borrower and Indemnitor may be required to
execute additional documents in connection with any such Transfer, Participation, Securitization or financing, including a new
note or notes, which have no material adverse effect on Borrower. Borrower shall not be required to incur any out of pocket costs
in connection with any such cooperation.


 


Section 14.15     Register.
Lender shall cause to be kept a register (the “Register”) for the registration of ownership and transfer
or assignment of the Note or any substitute note or notes secured by the Mortgage. The names and addresses of the registered owners
of such notes, the transfers or assignment of such notes and the names and addresses of the transferees of such notes will be registered
in the Register under such reasonable regulations as Lender may prescribe. Borrower and Lender shall deem and treat the registered
owner of any note as shown in the Register as the absolute owner thereof for all purposes, and neither Borrower nor Lender shall
be affected by any notice to the contrary and payment of the principal of, interest on, and Minimum Multiple Fee, Exit Fee or Closed
Period Prepayment Fee, as applicable, if any, due on or with respect to the related note shall be made only to or upon the order
of such registered owner. All such payments so made shall be valid and effective to satisfy and discharge the liability of Borrower
upon such notes to the extent of the sums so paid. Upon reasonable request from time to time, Lender shall permit Borrower to examine
the Register.


 


Section 14.16     Limitation
on Interest. It is the intention of the parties hereto to conform strictly to applicable usury laws. Accordingly, all agreements
between Borrower and Lender with respect to the Loan are hereby expressly limited so that in no event, whether by reason of acceleration
of maturity or otherwise, shall the amount paid or agreed to be paid to Lender or charged by Lender for the use, forbearance or
detention of the money to be lent hereunder or otherwise, exceed the maximum amount allowed by law. If the Loan would be usurious
under applicable law (including the laws of the State and the laws of the United States of America), then, notwithstanding anything
to the contrary in the Loan Documents: (a) the aggregate of all consideration which constitutes interest under applicable law that
is contracted for, taken, reserved, charged or received under the Loan Documents shall under no circumstances exceed the maximum
amount of interest allowed by applicable law, and any excess shall be credited, without any Minimum Multiple Fee, Exit Fee or Closed
Period Prepayment Fee, as applicable, to the outstanding principal of the Loan; and (b) if the Maturity Date is accelerated by
reason of an election by Lender in accordance with the terms hereof, or in the event of any prepayment, then any consideration
which constitutes interest may never include more than the maximum amount allowed by applicable law. In such case, excess interest,
if any, provided for in the Loan Documents or otherwise, to the extent permitted by applicable law, shall be amortized, pro-rated,
allocated and spread from the date of advance until payment in full thereof so that the actual rate of interest is uniform through
the term hereof. If such amortization, pro-ration, allocation and spreading is not permitted under applicable law, then such excess
interest shall be cancelled automatically on the Note as of the date of such acceleration or prepayment and, if theretofore paid,
shall be credited, without any Minimum Multiple Fee, Exit Fee or Closed Period Prepayment Fee, as applicable, to the outstanding
principal of the Loan. The terms and provisions of this Section 14.16 shall control and supersede every other provision
of the Loan Documents. The Loan Documents are contracts made under and shall be construed in accordance with and governed by the
laws of the State as set forth in Section 14.19, except that if at any time the laws of the United States of America permit
Lender to contract for, take, reserve, charge or receive a higher rate of interest than is allowed by the laws of the State (whether
such federal laws directly so provide or refer to the law of any state), then such federal laws shall to such extent govern as
to the rate of interest which Lender may contract for, take, reserve, charge or receive under the Loan Documents.


 




    	 	-120-	 



     


    

 


Section 14.17    Survival.
All of the representations, warranties, covenants, and indemnities of Borrower hereunder (other than relating to environmental
matters which are instead addressed in the Environmental Indemnification Agreement) shall survive (a) until full and final repayment
of the entire Indebtedness (including satisfaction of any outstanding obligations under the Recourse Guaranty Agreement), (b) the
transfer (by sale, foreclosure, conveyance in lieu of foreclosure or otherwise) of any or all right, title and interest in and
to the Mortgaged Property to any party, and (c) any assignment by Lender of any interest in the Loan hereunder in accordance with
the terms of this Agreement.


 


Section 14.18    WAIVER
OF JURY TRIAL. BORROWER AND LENDER EACH HEREBY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON,
OR RELATED TO, THE SUBJECT MATTER OF THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY BORROWER
AND LENDER, AND EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS NOT MADE ANY REPRESENTATIONS OF FACT TO INDUCE THIS WAIVER OF
TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS EFFECT. BORROWER FURTHER ACKNOWLEDGES THAT BORROWER HAS BEEN REPRESENTED (OR
HAS HAD THE OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS AGREEMENT BY INDEPENDENT LEGAL COUNSEL SELECTED BY BORROWER AND
THAT BORROWER HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH COUNSEL.


 


Section 14.19    Governing
Law. In all respects, including matters of construction and performance of this Agreement and the obligations arising hereunder,
this Agreement shall be governed by, and construed in accordance with, the laws of the State in which the Premises are located
applicable to contracts and obligations made and performed in such State and any applicable laws of the United States of America.
Interpretation and construction of this Agreement shall be according to the contents hereof and without presumption or standard
of construction in favor of or against Borrower or Lender.


 


Section 14.20    Consent
to Jurisdiction and Venue. Borrower hereby submits to personal jurisdiction in the State in which the Premises are located
for the enforcement of the provisions of this Agreement and irrevocably waives any and all rights to object to such jurisdiction
for the purposes of litigation to enforce any provision of this Agreement. Borrower hereby consents to the jurisdiction of and
agrees that any action, suit or proceeding to enforce this Agreement may be brought in any state or federal court in the state
in which the Premises are located. Borrower hereby irrevocably waives any objection that it may have to the laying of the venue
of any such actions, suit, or proceeding in any such court and hereby further irrevocably waives any claim that any such action,
suit or proceeding brought in such a court has been brought in an inconvenient forum.


 




    	 	-121-	 



     


    

 


Section 14.21    Intentionally
omitted. 


 


Section 14.22    Entire
Agreement. This Agreement and the other Loan Documents embody the entire agreement and understanding between Lender and
Borrower and supersede all prior agreements and understandings between such parties relating to the subject matter hereof and
thereof. Accordingly, the Loan Documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements
of the parties. There are no unwritten oral agreements between the parties.


 


Section 14.23    Pledge
and Grant of Security Interest. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies
now or hereafter deposited with Lender from time to time as additional security for the payment of the Loan, but subject to the
rights of tenants with respect to any tenant security deposits under Leases and the rights of Unit Purchasers under Unit Contracts
of Sale. Borrower shall not further pledge, assign or grant any security interest in any monies on deposit therein from time to
time or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 financing statements (except
those naming Lender as the secured party) to be filed with respect thereto. Upon the occurrence of an Event of Default, Lender
may apply any such sums then deposited with Lender to the payment of the charges for which such funds have been deposited or to
the payment of the Loan or any other charges affecting the security of the Loan, as Lender may elect, but no such application shall
be deemed to have been made by operation of law or otherwise until actually made by Lender. Until expended or applied as above
provided, such funds shall constitute additional security for the Loan.


 


Section 14.24    Confidentiality.
Except to the extent (i) required under applicable Legal Requirements, and/or (ii) in connection with a dispute between Lender/Barings
and Borrower, without obtaining the prior written consent of Lender and Barings in each case, neither Borrower, nor any of its
Affiliates, Upstream Owners, brokers, attorneys, accountants or other agents or other representatives shall disclose to any Person
or party through any means (including, but not limited to, orally or by correspondence, electronic communications, signage, press-releases,
interviews or any publicity or advertising), other than to Lender and its representatives: (i) the existence of any business relationship
between Borrower and Lender and/or Barings, or (ii) the existence of any connection between the Loan and Lender and/or Barings.
Notwithstanding anything to the contrary, Borrower may make such disclosures as Borrower determines are required by law upon advice
of counsel due to the fact that Indemnitor is a public company.


 


Section 14.25    Broker.
Borrower shall indemnify, defend and hold harmless Barings and Lender from and against, and shall be responsible for, any Losses
arising from any claim or litigation made or threatened by any broker or finder (but excluding any brokers or finders claiming
by or through Barings or Lender) in connection with the proposed Loan, and any court costs and reasonable attorneys’ fees
(including, without limitation, the cost of post-judgment remedies and appeals) incurred by Barings or Lender in connection with
any such claim or litigation.


 




    	 	-122-	 



     


    

 


Section 14.26   Defaulting
Lender. Any Lender who is not a Defaulting Lender shall have the right, but not the obligation, in its sole discretion,
to acquire by assignment either (i) all of the Defaulting Lender’s interest in the Loan, or (ii) the Defaulting Lender’s
remaining unfunded commitment, including the advance or other amount which, by its failure or refusal to so fund, caused such Defaulting
Lender to become a Defaulting Lender (as applicable, the “Defaulting Lender’s Acquired Interest”).
Any Lender desiring to exercise such right shall give written notice thereof to Administrative Agent and Borrower no sooner than
two (2) Business Days and not later than thirty (30) Business Days after such Defaulting Lender becomes a Defaulting Lender. If
more than one Lender exercises such right, each such Lender shall have the right to acquire the Defaulting Lender’s Acquired
Interest in proportion to the interests in the Loan then held by the Lenders exercising such right. If after such thirtieth Business
Day, no Lender has elected to acquire the Defaulting Lender’s Acquired Interest or, if having so elected, the Lender or Lenders
that made such election have not within thirty (30) days following such election closed such acquisition of the Defaulting Lender’s
Acquired Interest, then Borrower may, by giving written notice thereof to Administrative Agent, to the Defaulting Lender and to
the other Lenders, demand that such Defaulting Lender assign to an Institutional Real Estate Investor proposed by Borrower, subject
to and in accordance with the provisions of this Section 14.26 for the purchase price provided for below, the Defaulting
Lender’s Acquired Interest. Upon any such assignment of all of its interest in the Loan (as opposed to the Defaulting Lender’s
unfunded commitment), the Defaulting Lender's interest in the Loan and its rights hereunder (but not its liability in respect thereof
or under the Loan Documents to the extent the same relate to the period prior to the effective date of the purchase) shall terminate
on the date of purchase. In connection with the purchase of the Defaulting Lender’s Acquired Interest by a Lender or Lenders
or by an Institutional Real Estate Investor, the Defaulting Lender shall promptly execute all documents reasonably requested to
surrender and transfer the Defaulting Lender’s Acquired Interest to the purchaser or assignee thereof, including an appropriate
Assignment and Assumption Agreement, and the Defaulting Lender shall pay to Administrative Agent an assignment fee in the amount
of $25,000. If a Lender or Lenders or an Institutional Real Estate Investor purchases all of the Defaulting Lender’s interest
in the Loan (as opposed to the Defaulting Lender’s unfunded commitment), the purchase price for said interest of the Defaulting
Lender shall be equal to the amount of the principal balance of the principal amounts outstanding and owed by Borrower to the Defaulting
Lender. In connection with an assignment of only such Defaulting Lender’s remaining unfunded commitment, the purchase price
shall be zero, and the Defaulting Lender shall be entitled to receive any amount owed to it by Borrower under the Loan Documents
which accrued prior to the date of the default by the Defaulting Lender, as and when and to the extent the same are received by
Administrative Agent from or on behalf of Borrower. There shall be no recourse against any Lender or Administrative Agent for the
payment of such sums except to the extent of the receipt of payments from any other party or in respect of the Loans.


 




    	 	-123-	 



     


    

 


ARTICLE 15


 


THE ADMINISTRATIVE
AGENT


 


Section 15.1     Appointment,
Powers and Immunities. At all times when there is a lender other than (including in addition to) Lender under
this Agreement, the Lenders shall be deemed to appoint and authorize the Administrative Agent to act for all purposes as their
agent under the Loan Documents. The provisions of this Article 15 shall not apply at any time when the Administrative Agent
is the sole Lender.


 


Section 15.2     Reliance
by Borrower on Administrative Agent. At all times when there is more than one Lender, (1) Borrower (a) is entitled to rely
on the Administrative Agent for any waiver, amendment, approval or consent given by “Lender” under the Loan Documents,
(b) shall adhere only to waivers, amendments, approvals or consents given by Administrative Agent, on behalf of “Lender”
under the Loan Documents, and (c) shall make all payments under the Notes and the other Loan Documents to Administrative Agent,
as set forth herein, and (2) Administrative Agent shall, on behalf of all of the Lenders, be permitted to take all actions, including
exercising all remedies, permitted to be taken by “Lender” under the Loan Documents (either by law or pursuant to the
terms of the Loan Documents), and (3) all legal action taken respecting the Loan Documents shall be taken by the Administrative
Agent on behalf of the Lenders, and all default notices under the Loan Documents will be provided by the Administrative Agent.
Unless and until the Lenders notify Borrower otherwise, the Administrative Agent is Massachusetts Mutual Life Insurance Company.
The use of the term “agent” in this Agreement with reference to the Administrative Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term
is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent
contracting parties. Notwithstanding anything to the contrary contained in the Notes, unless otherwise directed by Administrative
Agent in writing, all payments under the Loan Documents shall be made by Borrower to the Administrative Agent in accordance with
the provisions of Section 2.7(a).


 


Section 15.3     Rights
as a Lender. If the Administrative Agent is also a Lender hereunder it shall have the same rights and powers hereunder
as any other Lender and may exercise the same as though it were not acting as the Administrative Agent, and the term “Lender”
or “Lenders” shall, unless the context otherwise indicates, include the Administrative Agent in its individual capacity.


 




    	 	-124-	 



     


    

 


ARTICLE 16


 


CONDOMINIUM UNIT
RELEASE PROVISIONS


 


Section 16.1     The
Offering Plan. 


 


(a)       Lender
has reviewed and approved the form of the Declaration (including the Bylaws) attached hereto as Exhibit R (subject to Lender’s
review and approval of all missing exhibits thereto). On or before December 22, 2019, Borrower shall submit the Offering Plan and
the other Condominium Documents (including all amendments to Declaration, Bylaws, Rules and Regulations, and the Condominium Plans)
reflecting the subdivision of the Residential Unit to Lender for its review and approval, which approval shall not to be unreasonably
withheld, conditioned or delayed, provided (i) no Event of Default exists and (ii) such amendment or modification complies with
all Condominium Laws. Once approved by Lender, Borrower shall not make any amendments or modifications to the Offering Plan (except
with respect to a Price Change Amendment to the Offering Plan, increasing the Schedule A—Purchase Prices only), or the other
Condominium Documents (including amendments or modifications requested by the Attorney General) without Lender’s prior written
consent, which consent shall not be unreasonably withheld, conditioned or delayed provided (i) no Event of Default exists and (ii)
such amendment or modification complies with all Condominium Laws. Lender shall endeavor to complete its review of any drafts,
requested amendments or modifications to the Offering Plan and the other Condominium Documents within thirty (30) Business Days
for the initial review of the Offering Plan, and twenty (20) Business Days for all other amendments or modifications, following
its receipt of same and shall either approve or disapprove the same within aforesaid time periods. If Lender disapproves any requested
amendments or modifications to the Offering Plan or any of the other Condominium Documents, Lender shall provide Borrower with
a reasonably detailed explanation for Lender’s disapproval thereof, and Borrower shall then re-submit revised drafts of the
same to Lender as soon as reasonably practicable. It shall be reasonable for Lender to disapprove any proposed amendment or modification
if the SCA has the right to approve same and written evidence of such approval has not been delivered to Lender. Borrower shall
cause the revised Offering Plan and the other revised Condominium Documents to address the reasonable concerns or reasons for Lender’s
disapproval of the prior drafts of the same. Lender and Borrower shall repeat this process until any such requested amendments
or modifications to the Offering Plan and the other Condominium Documents are approved by Lender. If Lender does not notify Borrower
of its approval or disapproval of the initial submission of the Offering Plan within thirty (30) Business Days or within twenty
(20) Business Days for all other amendments or modifications, as the case may be, after request by Borrower and submission by Borrower
of all information needed by Lender to evaluate said request, then Borrower may deliver a second request, which request shall state
on the top of the first page in bold lettering “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT
OF THIS NOTICE PURSUANT TO THE TERMS OF THE MASTER LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER.” If Lender does
not notify Borrower of its approval or disapproval of the Offering Plan or an amendment or modification to the Offering Plan within
ten (10) Business Days after such second request, then as long as no Event of Default or Potential Event of Default exists, the
same shall be deemed approved.


 


(b)       The
Offering Plan and the other Condominium Documents shall be in full compliance in all material respects with all Condominium Laws.
The Declaration and Condominium Plans shall be recorded no earlier than thirty (30) days prior to the deed conveying the School
Unit to the SCA pursuant to the terms of the School Unit Purchase Agreement, unless otherwise approved in writing by Lender in
its sole and absolute discretion. Upon written consent of Lender and the written acceptance for filing of the Attorney General
of the Offering Plan (including the amended and restated Declaration, Bylaws and Condominium Plans reflecting the subdivision of
the Residential Unit), the Declaration and Condominium Plans, or if the Declaration and Condominium Plans have been recorded previously
with the Register’s Office, the amended and restated Declaration and the amended Condominium Plans (as the case may be) may
be recorded with the Registers Office.


 




    	 	-125-	 



     


    

 


(c)       Borrower
shall not submit an amendment to the Offering Plan to the Attorney General for the purpose of declaring the Offering Plan to be
effective or record any of the Condominium Documents without Lender’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed provided (i) no Event of Default exists and (ii) such amendment or modification complies with
all Condominium Laws. Lender will endeavor to review and approve or provide comments to the amendment to the Offering Plan declaring
the Offering Plan to be effective with ten (10) Business Days from the date of receipt from the Borrower.


 


(d)       Borrower
shall deliver to Lender a copy of any Price Change Amendment or other amendment Offering Plan (or other Condominium Documents)
within fifteen (15) days after acceptance by the Attorney General, along with a copy of the letter from the Attorney General approving
such amendment to the Offering Plan.


 


Section 16.2      Contracts
of Sale. 


 


(a)       On
or before December 22, 2019, and simultaneously with the submission of the Offering Plan, Borrower shall submit to Lender for Lender’s
review and approval (which approval shall not be unreasonably withheld, conditioned or delayed) the standard form of purchase and
sale agreement to be used by Borrower in connection with the sale of the Subdivided Residential Units. Lender shall complete its
review of the form of purchase and sale agreement within thirty (30) days following its receipt of same and simultaneously with
its review of the Offering Plan, and shall either approve or disapprove the same within said thirty (30) day period. If Lender
disapproves any such draft, Lender shall provide Borrower with a reasonably detailed explanation for Lender’s disapproval
thereof, and Borrower shall then re-submit a revised draft of the same to Lender as soon as reasonably practicable. Borrower shall
cause the revised standard form of purchase and sale agreement to address the reasonable concerns or reasons for Lender’s
disapproval of the prior drafts of the same. Lender and Borrower shall repeat this process until any such requested draft form
of purchase and sale agreement is approved by Lender, which approved form of purchase and sale agreement shall be referred herein
to as the “Approved Form of Contract of Sale”.


 


(b)       Borrower
shall not enter into a Residential Unit Contract of Sale unless said Residential Unit Contract of Sale is in compliance with the
terms and conditions of this Agreement. Each Residential Unit Contract of Sale shall be on the Approved Form of Contract of Sale
(subject only to customary non-material negotiated revisions to said form that have no material adverse effect on Borrower, Lender
or the Project), and all of the following conditions shall have been satisfied:


 


		(i)	The purchase price under such Residential Unit Contract of Sale for a Subdivided Residential Unit
shall be greater than or equal to the Residential Unit Minimum Sales Price for such Subdivided Residential Unit;



 




    	 	-126-	 



     


    

 


		(ii)	such Residential Unit Contract of Sale shall not provide for Borrower, as seller, to provide any
seller financing or to take back any purchase money mortgages as part of the sales price;



 


		(iii)	such Residential Unit Contract of Sale shall not be subject to cancellation, except as provided
in the Offering Plan, by the Condominium Laws (including those requiring disclosures to prospective and actual purchasers) and/or
the Approved Form of Contract of Sale;



 


		(iv)	such Residential Unit Contract of Sale shall have no contingencies thereunder, unless otherwise
approved by Lender in writing, except (y) Completion of the Construction Work and (z) those set forth in the Approved Form of Contract
of Sale or Offering Plan;



 


		(v)	such Residential Unit Contract of Sale requires the applicable Residential Unit Purchaser upon
execution thereof, to make a cash deposit of not less than ten percent (10%) of the gross sales price of the Subdivided Residential
Unit, unless Borrower obtains Lender’s prior written consent to a deposit in an amount less than ten percent (10%) of the
gross sales price of the applicable Subdivided Residential Unit, which consent shall not be unreasonably withheld, conditioned
or delayed;



 


		(vi)	such Residential Unit Contract of Sale provides for the entire purchase price and other payments
thereunder payable to Borrower, as seller under the Residential Unit Contract of Sale, to be paid by wire transfer, bank check
or certified funds at the closing of such Subdivided Residential Unit (either by means of an all-cash sale, or from institutional
financing obtained by the purchaser);



 


		(vii)	such Residential Unit Contract of Sale and the proceeds thereof shall have been collaterally assigned
to Lender, subject to Legal Requirements and the rights of the purchaser thereunder;



 


		(viii)	the Offering Plan and the other Condominium Documents shall have been submitted to and approved
by Lender and the Offering Plan has been accepted for filing by the Attorney General;



 


		(ix)	Borrower shall not enter into a Bulk Sale without Lender’s prior consent, which consent may
be granted or withheld in Lender’s sole and absolute discretion; and



 




    	 	-127-	 



     


    

 


		(x)	Notwithstanding anything herein to the contrary, (i) Borrower shall not sell any Subdivided Residential
Unit to an Affiliate or relative of Borrower, Indemnitor or any Principal without Lender’s approval, which approval shall
be in Lender’s sole and absolute discretion, and (ii) any closing expenses, fees, charges or otherwise incurred by Borrower
in connection with the sale of a Subdivided Residential Unit shall only be paid to third parties unaffiliated with Borrower, Indemnitor
or any Principal, unless payment of such expense is approved by Lender, which approval shall be in Lender’s sole and absolute
discretion.



 


The approval by Lender
of any Residential Unit Contract of Sale shall not obligate Lender to release any Subdivided Residential Unit from the lien of
the Mortgage, unless the release requirements of Lender as set forth in this Agreement are satisfied.


 


(c)       Borrower
shall not enter into a contract for the sale of the Retail Unit (a “Retail Unit Contract of Sale”) unless
it has been approved in writing by Lender (which approval shall not be unreasonably withheld, conditioned or delayed) and all of
the following conditions shall have been satisfied:


 


		(i)	The purchase price under such Retail Unit Contract of Sale shall be greater than or equal to the
Retail Unit Minimum Sales Price for the Retail Unit;



 


		(ii)	such Retail Unit Contract of Sale shall not provide for Borrower, as seller, to provide any seller
financing or to take back any purchase money mortgages as part of the sales price;



 


		(iii)	such Retail Unit Contract of Sale shall not be subject to cancellation, except as provided in the
Offering Plan, or by the Condominium Laws (including those requiring disclosures to prospective and actual purchasers) and/or pursuant
to the terms of the Retail Unit Contract of Sale;



 


		(iv)	such Retail Unit Contract of Sale provides for the entire purchase price and other payments thereunder
payable to Borrower, as seller under the Retail Unit Contract of Sale, to be paid by wire transfer, bank check or certified funds
at the closing of the Retail Unit (either by means of an all-cash sale, or from financing obtained by the purchaser);



 


		(v)	such Retail Unit Contract of Sale and the proceeds thereof shall have been collaterally assigned
to Lender, subject to Legal Requirements and the rights of the purchaser thereunder;



 


		(vi)	unless Borrower shall have receive a so-called “no action” letter from the Attorney
General with respect to the sale of the Retail Unit (a “No Action Letter”), the Offering Plan and the other
Condominium Documents shall have been submitted to and approved by Lender and the Offering Plan shall have been accepted for filing
by the Attorney General;



 




    	 	-128-	 



     


    

 


		(vii)	Notwithstanding anything herein to the contrary, (i) Borrower shall not sell the Retail Unit to
an Affiliate or relative of Borrower, Indemnitor or any Principal without Lender’s approval, which approval shall be in Lender’s
sole and absolute discretion, and (ii) any closing expenses, fees, charges or otherwise incurred by Borrower in connection with
the sale of the Retail Unit shall only be paid to third parties unaffiliated with Borrower, Indemnitor or any Principal, unless
payment of such expense is approved by Lender, which approval shall be in Lender’s sole and absolute discretion.



 


The approval by Lender
of any Retail Unit Contract of Sale shall not obligate Lender to release the Retail Unit from the lien of the Mortgage unless the
release requirements of Lender as set forth in this Agreement are satisfied.


 


(d)       Borrower
shall cause the Purchase Agreement Deposit Escrowee to deliver to Lender a Purchase Agreement Deposit Escrowee Acknowledgement
promptly after it is first engaged to act as escrowee under any Residential Unit Contract of Sale or Retail Unit Contract of Sale
and in any event prior to receipt of any deposit under a Residential Unit Contract of Sale or Retail Contract of Sale.


 


(e)       Borrower
shall cause Purchase Agreement Deposit Escrowee to hold (at the Purchase Agreement Deposit Escrowee Bank), maintain and disburse
all Purchase Agreement Deposits in accordance with the applicable Residential Unit Contract of Sale (or Retail Unit Contract of
Sale), the Offering Plan (in the case of a sale of the Retail Unit, unless Borrower obtained a No Action Letter), the Purchase
Agreement Deposit Escrow Agreement and all other Legal Requirements. Borrower hereby grants to Lender a security interest in Borrower’s
interest in the Purchase Agreement Deposit Escrow Agreement, and in all rights of Borrower, if any, in and to all Purchase Agreement
Deposit Accounts and all sums on deposit therein, including all Purchase Agreement Deposits, Residential Unit Net Sale Proceeds
and Retail Unit Net Sale Proceeds and all interest that may accrue thereon, as additional security for the Obligations under the
Loan Documents, subject to Legal Requirements and the right of Residential Unit Purchasers under Residential Unit Contracts of
Sale or a purchaser of the Retail Unit, as applicable. Borrower shall have no right to release Purchase Agreement Deposits from
the Purchase Agreement Deposit Accounts, except as expressly provided in the applicable Residential Unit Contract of Sale or the
Retail Unit Contract of Sale, as applicable. The funds on deposit in the Purchase Agreement Deposit Accounts shall be disbursed
in accordance with this Article 16 and the Purchase Agreement Deposit Escrow Agreement.


 


(f)       Intentionally
omitted.


 


(g)       Once
Borrower shall have entered into a Retail Unit Contract of Sale or any Residential Unit Contract of Sale, Borrower shall:


 




    	 	-129-	 



     


    

 


		(i)	comply with all of the obligations, covenants and agreements of Borrower set forth in the Retail
Unit Contract of Sale or Residential Unit Contract of Sale, as applicable.



 


		(ii)	make all necessary efforts to cause any sales to be in compliance with all Legal Requirements of
any Governmental Authorities having jurisdiction thereof;



 


		(iii)	except for customary non-material negotiated amendments that have no material adverse effect on
Borrower, Lender or the Project, not modify, amend or terminate (unless such termination is as a result of a default by purchaser)
any Retail Unit Contract of Sale or a Residential Unit Contract of Sale without Lender’s prior written consent (which consent
shall not be unreasonably withheld, conditioned, or delayed); and



 


		(iv)	deliver to Lender a true and complete copy of each and every notice of default received or sent
by Borrower with respect to the obligations of Borrower or the contract purchaser under any Residential Unit Contract of Sale or
Retail Unit.



 


(h)       Borrower
shall deliver to Lender, promptly after execution thereof, an executed counterpart of the Retail Unit Contract of Sale and each
Residential Unit Contract of Sale and any amendments, modifications and terminations thereof.


 


Section 16.3      Conditions
for Release of Units. After all of the following conditions have been satisfied, and upon Borrower’s written request
to Lender, Lender shall release any Subdivided Residential Unit or the Retail Unit, as applicable, from the lien of the Mortgage:


 


(a)       Lender
shall have received the Offering Plan and the other Condominium Documents in accordance with the terms and conditions of this Agreement,
and the Offering Plan and any amendment thereto shall have been accepted for filing by the Attorney General;


 


(b)       no
Potential Event of Default or Event of Default under this Agreement or the other Loan Documents shall then exist;


 


(c)       if
such request is made with respect to a Subdivided Residential Unit, Lender shall have received a fully executed counterpart of
the Residential Unit Contract of Sale for such Subdivided Residential Unit with a bona fide “third party” Residential
Unit Purchaser of the Subdivided Residential Unit (unless otherwise approved by Lender in its sole and absolute discretion), which
Residential Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof;


 


(d)       if
such request is made with respect to the Retail Unit, Lender shall have received a fully executed counterpart of the Retail Unit
Contract of Sale with a bona fide “third party” purchaser (unless otherwise approved by Lender in its sole and absolute
discretion), which Retail Unit Contract of Sale shall satisfy the conditions set forth in Section 16.2 hereof;


 




    	 	-130-	 



     


    

 


(e)       Prior
to the first closing of a sale of any Subdivided Residential Unit or the Retail Unit, Borrower, Lender and Purchase Agreement Deposit
Escrowee have entered into an escrow agreement in substantially in the form attached hereto as Exhibit S (the “Purchase
Agreement Deposit Escrow Agreement”).


 


(f)       Borrower
shall to notify Lender not later than five (5) Business Days prior to any closing of such Subdivided Residential Unit or the Retail
Unit of (i) the proposed closing date for the sale of such Subdivided Residential Unit or the Retail Unit, as applicable, and (ii)
the amount of the Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, to be paid to Lender in connection
with such sale;


 


(g)       Simultaneously
with the closing under the Residential Unit Contract of Sale or the Retail Unit Contract of Sale, as applicable, Lender shall receive
the Residential Unit Net Sale Proceeds for the Subdivided Residential Unit in question or the Retail Unit Net Sale Proceeds for
the Retail Unit, as applicable, which Residential Unit Net Sale Proceeds or Retail Unit Net Sale Proceeds, as applicable, shall
be paid to Lender in immediately available funds, by, at Borrower’s option, wire transfer in accordance with wiring instructions
provided by Lender or check by overnight mail and shall, as long as no Event of Default exists, be applied by Lender in accordance
with the provisions of Section 2.7(d).


 


Section 16.4      Subordination
of Mortgage; Merging of Tax Lots. Following the recordation of the Declaration in accordance with the terms of this Agreement,
as long as no Event of Default exists, simultaneously with the sale of the School Unit to the SCA, Lender and Borrower shall execute
and deliver a subordination and mortgage modification agreement approved by Lender in its reasonable discretion. Borrower shall
reimburse Lender for all out-of-pocket costs and expenses incurred in connection with Lender’s negotiation of said subordination
agreement. Additionally, if as a condition to recording the Declaration, the New York City Department of Finance requires merging
the tax lots currently comprising the Property in advance of recording the Declaration, Lender shall permit Borrower to so merge
the tax lots pursuant to documents approved by Lender (which approval shall not be unreasonably withheld, conditioned or delayed).


 


[No Further Text on
this Page.]


 




    	 	-131-	 



     


    

 


IN WITNESS WHEREOF,
Lender and Borrower have executed and delivered this Agreement as of the date first written above.


 


	 	LENDER AND ADMINISTRATIVE AGENT:
	 	 
	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY,
	 	a Massachusetts corporation
	 	 	 	 
	 	By:	Barings LLC
	 	 	As Investment Adviser
	 	 	 	 
	 	 	By:	/s/ William J. Jordan
	 	 	Name:	William J. Jordan
	 	 	Its:	Managing Director


 


[Signatures continue
on the following page]


 


	 	Lender’s Signature Page to

 Master Loan Agreement	 


 




     


     


    

 


IN WITNESS WHEREOF,
Lender and Borrower have executed and delivered this Agreement as of the date first written above.


 


	 	BORROWER:
	 	 
	 	TPHGREENWICH OWNER LLC,
	 	a Delaware limited liability company
	 	 	 
	 	By:	/s/ Steven Kahn
	 	Name:	Steven Kahn
	 	Its:	Chief Financial Officer


 


	 	Borrower’s Signature Page to

 Master Loan Agreement	 


 




     


     


    

 


EXHIBIT A


 


LEGAL DESCRIPTION OF PREMISES


 


FEE PARCEL


PARCEL I (Lot 11
for information only):


 


ALL that certain plot,
piece or parcel of land situate, lying and being in the Borough of Manhattan, County, City and State of New York, being bounded
and described as follows:


 


BEGINNING at a point
on the easterly side of Greenwich Street, distant seventy-four (74) feet, eight (8) inches northerly from the corner formed by
the intersection of the easterly side of Greenwich Street with the northerly side of former Edgar Street;


 


RUNNING THENCE northerly
along the said easterly side of Greenwich Street forty (40) feet, six (6) inches to the center line of a party wall between these
premises and premises now or late of Henry Nayler;


 


THENCE easterly along
the same, seventy-five (75) feet, eight (8) inches to the westerly side of Trinity Place, (formerly Church Street), as extended;


 


THENCE southerly along
the same, thirty-nine feet (39), two (2) inches, to land now or late of S.J. Callender;


 


THENCE westerly along
the same through the center of a party wall seventy (70) feet, six (6) inches to the easterly side of Greenwich Street at the point
or place of BEGINNING; be the said several distances and dimensions more or less.


 


PARCEL II (Lot 13
for information only):


 


ALL that certain plot,
piece or parcel of land situate, lying and being in the Borough of Manhattan, County, City and State of New York, being bounded
and described as follows:


 


BEGINNING at a point
on the westerly side of Trinity Place, distant 111 feet 2-1/2 inches southerly from the corner formed by the intersection of the
southerly side of Rector Street with the westerly side of Trinity Place;


 


RUNNING THENCE southerly
along the westerly side of Trinity Place 133 feet, 11 inches;


 


THENCE westerly along
a line which forms an interior angle of 90 degrees 30 minutes 30 seconds with the westerly side of Trinity Place, 75 feet 6-3/4
inches to the easterly side of Greenwich Street;


 




     


     


    

 


THENCE northerly along
the easterly side of Greenwich Street, 134 feet 10-3/4 inches;


 


THENCE easterly along
a line which forms an exterior angle of 98 degrees 21 minutes 30 seconds with the easterly side of Greenwich Street, 97 feet 1-1/4
inches to the westerly side of Trinity Place the point or place of BEGINNING; be the said several distances and dimensions more
or less.


 


Perimeter Description


 


Parcel I and Parcel
II taken together being more particularly described as follows:


 


BEGINNING at a point
on the westerly side of Trinity Place, distant 111 feet 2-1/2 inches southerly from the corner formed by the intersection of the
southerly side of Rector Street with the westerly side of Trinity Place;


 


RUNNING THENCE southerly
along the westerly side of Trinity Place 173 feet, 1 inch to land now or late of S.J. Callender;


 


THENCE westerly along
the same, 70 feet 6 inches to the easterly side of Greenwich Street;


 


THENCE northerly along
the easterly side of Greenwich Street, 175 feet, 4-3/4 inches to a point;


 


THENCE easterly along
a line which forms an exterior angle of 98 degrees 21 minutes 30 seconds with the easterly side of Greenwich Street, 97 feet 1-1/4
inches to the westerly side of Trinity Place the point or place of BEGINNING.


 


TOGETHER WITH:


 


		1.	The benefits of the light and air easement set forth in that certain Light and Air Easement between
Tony Seiden and Syms Corp. dated as of November 28, 2007, recorded in the Register’s Office on January 9, 2008 as CRFN 2008000009878.



 


SUBLEASEHOLD
PARCEL


PARCEL I (Lot 11
for information only):


 


ALL that certain plot,
piece or parcel of land situate, lying and being in the Borough of Manhattan, County, City and State of New York, being bounded
and described as follows:


 




    	 	-2-	 



     


    

 


BEGINNING at a point
on the easterly side of Greenwich Street, distant seventy-four (74) feet, eight (8) inches northerly from the corner formed by
the intersection of the easterly side of Greenwich Street with the northerly side of former Edgar Street;


 


RUNNING THENCE northerly
along the said easterly side of Greenwich Street forty (40) feet, six (6) inches to the center line of a party wall between these
premises and premises now or late of Henry Nayler;


 


THENCE easterly along
the same, seventy-five (75) feet, eight (8) inches to the westerly side of Trinity Place, (formerly Church Street), as extended;


 


THENCE southerly along
the same, thirty-nine feet (39), two (2) inches, to land now or late of S.J. Callender;


 


THENCE westerly along
the same through the center of a party wall seventy (70) feet, six (6) inches to the easterly side of Greenwich Street at the point
or place of BEGINNING; be the said several distances and dimensions more or less.


 


PARCEL II (Lot 13
for information only):


 


ALL that certain plot,
piece or parcel of land situate, lying and being in the Borough of Manhattan, County, City and State of New York, being bounded
and described as follows:


 


BEGINNING at a point
on the westerly side of Trinity Place, distant 111 feet 2-1/2 inches southerly from the corner formed by the intersection of the
southerly side of Rector Street with the westerly side of Trinity Place;


 


RUNNING THENCE southerly
along the westerly side of Trinity Place 133 feet, 11 inches;


 


THENCE westerly along
a line which forms an interior angle of 90 degrees 30 minutes 30 seconds with the westerly side of Trinity Place, 75 feet 6-3/4
inches to the easterly side of Greenwich Street;


 


THENCE northerly along
the easterly side of Greenwich Street, 134 feet 10-3/4 inches;


 


THENCE easterly along
a line which forms an exterior angle of 98 degrees 21 minutes 30 seconds with the easterly side of Greenwich Street, 97 feet 1-1/4
inches to the westerly side of Trinity Place the point or place of BEGINNING; be the said several distances and dimensions more
or less.


 


Perimeter Description


 


Parcel I and Parcel
II taken together being more particularly described as follows:


 




    	 	-3-	 



     


    

 


BEGINNING at a point
on the westerly side of Trinity Place, distant 111 feet 2-1/2 inches southerly from the corner formed by the intersection of the
southerly side of Rector Street with the westerly side of Trinity Place;


 


RUNNING THENCE southerly
along the westerly side of Trinity Place 173 feet, 1 inch to land now or late of S.J. Callender;


 


THENCE westerly along
the same, 70 feet 6 inches to the easterly side of Greenwich Street;


 


THENCE northerly along
the easterly side of Greenwich Street, 175 feet, 4-3/4 inches to a point;


 


THENCE easterly along
a line which forms an exterior angle of 98 degrees 21 minutes 30 seconds with the easterly side of Greenwich Street, 97 feet 1-1/4
inches to the westerly side of Trinity Place the point or place of BEGINNING.


 


TOGETHER WITH:


 


		1.	The benefits of the light and air easement set forth in that certain Light and Air Easement between
Tony Seiden and Syms Corp. dated as of November 28, 2007, recorded in the Register’s Office on January 9, 2008 as CRFN 2008000009878.



 


EXCLUDING that
portion of the above described real property shown and labeled as “SCA SPACES” on the Plans (as hereinafter defined)
lying both (a) between a lower horizontal boundary having an elevation of approximately 00.00' North American Vertical Datum of
1988 (“NAVD88”) and an upper horizontal boundary having an elevation of approximately 140.67' NAVD88 (being the approximate
elevation of the bottom of the proposed floor slab of the 10th floor of the proposed building as shown on the Plans), and (b) within
the vertical perimeter boundaries of the “SCA SPACES” shown on the Plans (such excluded portion, the “Excluded
Area”). As used herein, “Plans” means, collectively, those certain plans entitled “M464 at Trinity
Place, New York, NY, Area Calculations, December 18, 2017” prepared by Dattner Architects, consisting of thirteen sheets
including a cover sheet, a cellar floor plan, floor plans for each of the 1st through 9th floors, Unit Area Analysis and Total
Unit Area Analysis, and Area Comparison Chart, with respect to the proposed building to be constructed on the land pursuant to
that certain School Design, Construction, Funding and Purchase Agreement by and between TPHGreenwich Owner LLC, as developer and
New York City School Construction Authority. The Plans are attached to the memorandum of Sublease referenced below as Exhibit
B thereof.


 


BUT TOGETHER WITH:


 


Easements in, to, over,
across and through the Excluded Area for the purposes of (i) demolishing, constructing, maintaining, operating, altering, repairing,
reconstruction and providing structural support for, utility facilities and improvements within, along, across, under or above
the above-described land, and (ii) maintenance of any encroachments by improvements now or hereafter erected on, under or within
the above-described land (so long as such encroachments do not materially interfere with the use and operation of the Excluded
Area), as contained in the Sublease by and between New York City School Construction Authority, as Landlord, and TPHGreenwich Owner
LLC , as Tenant, dated on or about the date hereof, a memorandum of which is dated on or about the date hereof and to be recorded.


 




    	 	-4-