Exhibit 10.1


 


CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT
MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] OR [REDACTED] INDICATES THAT INFORMATION
HAS BEEN REDACTED.


 


LOAN AGREEMENT


 


by and between


 


HOF Village Retail I, LLC,


a Delaware limited liability company


 


and


 


HOF Village Retail II, LLC,


a Delaware limited liability company,


 


jointly and severally as Borrower,


 


and


 


The Huntington National Bank,


a national banking association,


 


as Lender


 


Dated as of:


September 27, 2022


 


 


 


 




     


     


    


 


TABLE OF CONTENTS


 




	 	Page
	 	 
	SECTION 1 - INCORPORATION AND DEFINITIONS	1
	1.1.	Definitions	1
	1.2.	Definitions in Loan Documents	11
	1.3.	Accounting Terms	12
	1.4.	Uniform Commercial Code Terms	12
	1.5.	Lease Accounting Changes	12
	SECTION 2 - REPRESENTATIONS AND WARRANTIES	12
	2.1.	Representations and Warranties	12
	2.2.	Continuation of Representations and Warranties	17
	SECTION 3 - THE LOAN AND LOAN DOCUMENTS	17
	3.1.	Agreement to Borrow and Lend	17
	3.2.	Loan Documents	17
	3.3.	Extension Option	18
	SECTION 4 - AFFIRMATIVE COVENANTS	18
	4.1.	Books and Records	18
	4.2.	Financial Statement, Rent Roll and Tax Return Reporting	19
	4.3.	Maintenance of Existence, Operation and Assets	20
	4.4.	Insurance and Payment of Taxes and Escrows	20
	4.5.	Compliance with Laws	21
	4.6.	Bank Accounts	21
	4.7.	Financial Covenants	21
	4.8.	Additional Reports	21
	4.9.	Loan to Value Ratio; Appraisal	22
	4.10.	Furnishing Reports	22
	4.11.	Lost Note	22
	4.12.	Hazardous Materials	22
	4.13.	Lender’s Attorneys’ Fees	23
	4.14.	Costs and Expenses	23
	4.15.	Reserved	23
	4.16.	ERISA	23
	4.17.	Hedging Contracts	24
	4.18.	Debt Service Coverage Ratio	24



 






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	4.19.	Equity Contribution	24
	4.20.	Commodity Exchange Act Keepwell Provisions	24
	SECTION 5 - NEGATIVE COVENANTS	25
	5.1.	Indebtedness, Liens and Encumbrances by Borrower	25
	5.2.	Mechanics’ Liens	25
	5.3.	Settlement of Mechanics’ Lien Claims	25
	5.4.	Guarantees	26
	5.5.	Loans or Advances	26
	5.6.	Merger or Transfer of Assets	26
	5.7. 	Change in Business, Management or Ownership	26
	5.8.	Dividends	26
	5.9.	Acquisitions	26
	5.10.	Management Agents’ and Brokers’ Contracts	26
	5.11.	Single Purpose Entity	27
	5.12.	Anti-Terrorism Laws	28
	5.13.	Capital Expenditures	28
	5.14.	Fiscal Year/Accounting Treatment	29
	5.15.	Prepayment of Additional Indebtedness	29
	5.16.	Creation of Subsidiaries or Affiliates	29
	SECTION 6 - CONDITIONS TO LOAN CLOSING	30
	SECTION 7 - CASUALTIES AND CONDEMNATION	34
	7.1.	Notice	34
	7.2.	Application of Insurance Proceeds and Condemnation Awards	35
	SECTION 8 - DEFAULTS BY BORROWER	36
	SECTION 9 - LENDER’S REMEDIES UPON DEFAULT	39
	9.1.	Remedies Conferred Upon Lender	39
	9.2. 	Right of Lender to Make Advances to Cure Defaults	39
	9.3. 	No Waiver	39
	9.4.	Availability of Remedies	40
	SECTION 10 - MISCELLANEOUS	40
	10.1.	Time Is of the Essence	40
	10.2.	Prior Agreements	40
	10.3.	Indemnification	40
	10.4.	Captions	41



 






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	10.5.	Inconsistent Terms and Partial Invalidity	41
	10.6.	Gender and Number	41
	10.7.	Definitions Included in Amendments	41
	10.8.	WAIVER OF JURY TRIAL	41
	10.9.	Notices	42
	10.10.	Service of Process	43
	10.11.	Governing Law and Jurisdiction	43
	10.12.	Waiver of Damages	43
	10.13.	Important Information About Procedures Required by the USA Patriot Act	43
	10.14.	Preservation of Rights	44
	10.15.	Counterparts	44
	10.16.	Successors and Assigns	44
	10.17.	Assignments and Participations	44
	10.18.	Waiver of Marshalling of Assets	44
	10.19.	Further Assurances	44
	10.20.	Lender’s Action for Its Own Protection Only	44
	10.21.	Operation of Property	45
	10.22.	Proceeds of Collateral	45


 




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LOAN AGREEMENT


This Loan Agreement
(“Agreement”) is made and entered into as of the 27th day of September, 2022 (the “Loan Closing Date”),
by and among HOF Village Retail I, LLC, a Delaware limited liability company and HOF Village Retail II, LLC, a Delaware
limited liability company (collectively the “Borrower”) and The Huntington National Bank, a national banking
association (“Lender”).


RECITALS:


A.
Borrower is in the process of constructing two (2) commercial retail buildings (each a “Building” and collectively
the “Building”) totaling approximately 75,329 square feet of leasable space, located at the Pro Football Hall of Fame
site in Canton, Stark County, Ohio on certain real property more particularly described on Exhibit A attached and made a
part hereof (the “Land”) (the Land together with the commercial buildings the “Property”).


B.
TWAIN GL XXXVI, LLC, a Missouri limited liability company (“Twain”) has agreed to purchase the Land and Borrower
has agreed to sell the Land to Twain for a purchase price equal to $550,000.00.


C.
Simultaneous with the closing of this Loan and the sale of the Land, Twain has entered into that certain Ground Lease with Borrower
dated on or about the date hereof (the “Ground Lease”) pursuant to which Twain, as ground lessor, has ground leased
the Land to Borrower.


D.
RSI OH, LLC, a Delaware limited liability company (“RSI”) pursuant to the provisions of Section 4.2.1 of that
certain Retail Sports Gaming Services Agreement by and between HOF Village Retail II, LLC and RSI dated July 29, 2022 (the “RSI
Lease”), RSI has agreed to contribute no less than $3,500,000.00 in tenant improvements to its leased space (the “RSI
TI Proceeds”). As of the Loan Closing Date, the RSI Lease has not been executed. At some future date the parties anticipate
it will be executed.


E.
Borrower has applied to Lender for a leasehold mortgage loan (the “Loan”) in the amount of up to $10,000,000.00
and Lender is willing to make the Loan upon the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration
of the mutual representations, warranties, covenants and agreements herein contained, the sufficiency of which is hereby acknowledged,
the parties hereto represent and agree as follows:


SECTION 1


INCORPORATION AND
DEFINITIONS


1.1.
Definitions.


The foregoing recitals
and all exhibits hereto are made a part of this Agreement. The following terms shall have the following meanings in this Agreement:


 


Affiliate: Means
as to any Person, any other Person (excluding any Foreign Subsidiary) which, directly or indirectly, is in control of, is controlled by,
or is under common control with such Person. For purposes of this definition, a Person shall be deemed to be “controlled by”
a Person if such Person possesses, directly or indirectly, power either: (i) to vote fifty one percent (51%) or more of the securities
having ordinary voting power for the election of directors of such Person; or (ii) to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.


 






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Agreement: As defined
in the Opening Paragraph.


Anti-Corruption Laws: Means, collectively, the
United States Foreign Corrupt Practices Act of 1977 and all other similar anti-corruption legislation in other jurisdictions.


 


Anti-Terrorism Laws:
Mean those laws and sanctions relating to terrorism or money laundering, including Executive Order No. 13224, the USA Patriot Act (Public
Law 107-56), the Bank Secrecy Act (Public Law 91-508), the Trading with the Enemy Act (50 U.S.C. App. Section 1 et. seq.), the International
Emergency Economic Powers Act (50 U.S.C. Section 1701 et. seq.), and the sanction regulations promulgated pursuant thereto by the Office
of Foreign Assets Control, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957
(as any of the foregoing may from time to time be amended, renewed, extended or replaced).


Appraisal: A fair
market value real estate appraisal prepared by an appraiser satisfactory to Lender, in form and substance satisfactory to Lender.


Assignment of Leases
and Rents: An assignment to Lender from Borrower of the rents, leases, security and other deposits, income, issues, proceeds and profits
associated with or arising from the Property or any part thereof, and which assignment is prior to all other such assignments and valid
as such against all creditors of Borrower.


Awards: As defined
in Section 7.1.


Beneficial Ownership
Certification: Means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.


Beneficial Ownership
Regulation: Means 31 CFR § 1010.230.


Blocked Person:
Means any of the following: (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order
No. 13224; (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise
subject to the provisions of, the Executive Order No. 13224; (c) a Person with which Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law; (d) a Person that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order No. 13224; or (e) a Person that is named as a “specially designated national” on the most
current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website
or other replacement official publication of such list.




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Borrower: As such
term is defined in the Opening Paragraph.


Budget: As set
forth on Exhibit I.


Business Day: means
any day other than a Saturday, a Sunday, or other day on which the Lender is authorized or required by law to be closed.


Capital Expenditures:
Mean the cost of any fixed asset or improvement, or replacement or substitution thereof or addition thereto, having a useful life of more
than one (1) year, including, but not limited to, those costs arising in connection with the direct or indirect acquisition of such assets
or in connection with a capital lease.


Casualty: As defined
in Section 7.1.


Collateral: Means
all of the following real and personal property owned by Borrower, whether now owned or existing, or hereafter arising or acquired or
received by Borrower, wherever located:


(a)
The Property;


(b)
All the improvements now or hereafter erected on the Property (the “Improvements”), and all easements, rights
of way, appurtenances, uses, servitudes, licenses, tenements, hereditaments, rents, royalties, mineral, oil and gas rights and profits,
waters, water rights, and water stock, and any and all fixtures, goods, chattels, equipment and articles of personal property of every
kind and character, including any replacements, additions, substitutions therefore, now or at any time in the future owned by Borrower
and affixed to or placed upon or used in connection with the occupancy, enjoyment and operation of the Property all of which are hereby
declared and shall be deemed to be a portion of the security for the Indebtedness herein described and to be subject to the lien of the
Mortgage, including but not limiting the generality of the foregoing, all heating, lighting, incinerating, power and total energy equipment,
engines, pipes, pumps, tanks, motors, conduits, switchboards, plumbing, lifting, cleaning, fire prevention, fire extinguishing, refrigeration,
ventilating, and communications apparatus, air cooling and air conditioning apparatus, elevators, escalators, wall to wall carpeting,
shades, awnings, screens, storm doors and windows, attached cabinets, partitions, ducts and compressors, and such other goods, chattels,
and equipment as are adapted to the complete and comfortable use, enjoyment and occupancy of the Property, excluding any of the aforesaid
which is owned by any tenant of any unit leased to such tenant and which according to the terms of any applicable lease may be removed
by such tenants at the expiration or termination of said lease;


(c)
All existing and future appurtenances, privileges, easements, franchises and tenements of the Property, including all minerals,
oil, gas, other hydrocarbons and associated substances, sulphur, nitrogen, carbon dioxide, helium and other commercially valuable substances
which may be in, under or produced from any part of the Property, all development rights and credits, air rights, water, water rights
(whether riparian, appropriative or otherwise, and whether or not appurtenant) and water stock, and any Land lying in the streets, roads
or avenues, open or proposed, in front of or adjoining the Property and Improvements;




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(d)
 All existing and future leases, subleases, subtenancies, licenses, occupancy agreements and concessions (“Leases”)
relating to the use and enjoyment of all or any part of the Property and Improvements, and any and all guaranties and other agreements
relating to or made in connection with any of such Leases;


(e)
All goods, materials, supplies, chattels, furniture, fixtures, equipment and machinery now or later to be attached to, placed in
or on, or used in connection with the use, enjoyment, occupancy or operation of all or any part of the Property and Improvements, whether
stored on the Property or elsewhere, including all pumping plants, engines, pipes, ditches and flumes, and also all gas, electric, cooking,
heating, cooling, air conditioning, lighting, refrigeration and plumbing fixtures and equipment, all of which shall be considered to the
fullest extent of the law to be real property for purposes of the Mortgage; and any manufacturer’s warranties with respect thereto;


(f)
All building materials, equipment, work in process or other personal property of any kind, whether stored on the Property or elsewhere,
which have been or later will be acquired for the purpose of being delivered to, incorporated into or installed in or about the Property
or Improvements;


(g)
All rights to the payment of money, accounts, accounts receivable, reserves, deferred payments, refunds, cost savings, payments
and deposits, whether now or later to be received from third parties (including all earnest money sales deposits) or deposited by Borrower
with third parties (including all utility deposits), contract rights, development and use rights, governmental permits and licenses, applications,
architectural and engineering plans, specifications and drawings, as built drawings, chattel paper, instruments, documents, notes, drafts
and letters of credit, which arise from or relate to construction on the Property or to any business now or later to be conducted on it,
or to the Property and Improvements generally; and any builder’s or manufacturer’s warranties with respect thereto;


(h)
All insurance policies pertaining to the Property and all proceeds, including all claims to and demands for them, of the voluntary
or involuntary conversion of any of the Property, Improvements or the other property described above into cash or liquidated claims, including
proceeds of all present and future fire, hazard or casualty insurance policies and all condemnation awards or payments now or later to
be made by any public body or decree by any court of competent jurisdiction for any taking or in connection with any condemnation or eminent
domain proceeding, and all causes of action and their proceeds for any damage or injury to the Property, Improvements or the other property
described above or any part of them, or breach of warranty in connection with the construction of the Improvements, including causes of
action arising in tort, contract, fraud or concealment of a material fact;


(i)
All “Equipment” as that term is defined in the Uniform Commercial Code;


(j)
All “Goods” as that term is defined in the Uniform Commercial Code;


(k)
All “Accounts” as that term is defined in the Uniform Commercial Code;




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(l)
 All books and records pertaining to any and all of the property described above, including computer readable memory and any computer
hardware or software necessary to access and process such memory; and


(m)
All proceeds of, additions and accretions to, substitutions and replacements for, and changes in any of the property described
above.


Commodity Exchange Act:
Means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute and any regulations
promulgated thereunder.


Compliance Certificate:
A compliance certificate in the form attached as Exhibit H.


Control or control:
As such term is used with respect to any person or entity, including the correlative meanings of the terms “controlled by”
and “under common control with” shall mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management policies of such person or entity, whether through the ownership of voting securities, by contract or
otherwise.


County: Stark County,
Ohio.


Debt Service: For
any period, shall be based upon the combined amount of Loan Proceeds disbursed to date plus the amount of Loan Proceeds that Borrower
has requested to be drawn pursuant to Section 6.2 below, a 30-year amortization period (provided, however, that the amortization period
for any test under Section 4.18 below shall be calculated on the remaining amortization schedule), and a rate of interest equal to the
contracted rate under the Hedging Contract.


Debt Service Coverage
Ratio: Means the ratio of Net Operating Income to Debt Service.


Debt Service Coverage
Ratio (Stabilization): Means the ratio of Stabilized NOI to Stabilized Debt Service.


Default: Any event,
condition or circumstances, which if it were to continue uncured would, with notice or lapse of time or both, constitute an Event of Default
hereunder, under any Loan Documents.


Default Rate: As
set forth in the Note.


Environmental Indemnity
Agreement: An environmental indemnity from Borrower and Guarantor, jointly and severally in favor of Lender, confirming the perpetual
survival of Borrower’s and Guarantor’s representations, warranties and indemnities therein with respect to Hazardous Materials,
among other things, and compliance with all applicable Environmental Laws.






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Environmental
Law(s): Means any present and future federal, state and local laws, statutes, ordinances, rules, regulations and the like, as
well as common law, relating to protection of human health or the environment, relating to Hazardous Materials, relating to
liability for or costs of Remediation or prevention of releases of Hazardous Materials or relating to liability for or costs of
other actual or future danger to human health or the environment or relating to any wrongful death, personal injury or property
damage that is caused by or related to the presence, growth, proliferation, reproduction, dispersal, or contact with any biological
organism or portion thereof, including molds or other fungi, bacteria or other microorganisms or any etiologic agents or materials
arising from or at the Property. The term “Environmental Law” includes, but is not limited to, the following
statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any state or local statutes,
ordinances, rules, regulations and the like addressing similar issues: the Comprehensive Environmental Response, Compensation and
Liability Act; the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource
Conservation and Recovery Act (including, but not limited to, Subtitle I relating to underground Storage Tanks); the Solid Waste
Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking Water Act; the
Occupational Safety and Health Act; the Federal Water Pollution Control Act; the Federal Insecticide, Fungicide and Rodenticide Act;
the Endangered Species Act; the National Environmental Policy Act; and the River and Harbors Appropriation Act. The term
“Environmental Law” also includes, but is not limited to, any present and future federal, state and local laws,
statutes, ordinances, rules, regulations and the like, as well as common law: conditioning transfer of property upon a negative
declaration or other approval of a Governmental Authority of the environmental condition of the Property; requiring notification or
disclosure of releases of Hazardous Materials or other environmental condition of the Property to any Governmental Authority or
other person or entity, whether or not in connection with transfer of title to or interest in property; imposing conditions or
requirements in connection with permits or other authorization for lawful activity; relating to nuisance, trespass or other causes
of action related to the Property; and relating to wrongful death, personal injury, or property or other damage in connection with
any physical condition or the presence of biological or etiologic agents or materials or use, management, or maintenance of the
Property.


Environmental Report:
That certain environmental report for the Property prepared by Verdantas dated July 2022, Project No. IYR 028.600.005.


Equity Contribution:
Is defined in Section 4.19.


ERISA: Means the
Employee Retirement Income Security Act of 1974, as the same may be amended or supplemented from time to time, and any successor statute
of similar import and the rules and regulations promulgated thereunder as from time to time in effect.


Event of Default:
As defined in Section 10.


Excluded Swap
Obligation: Means, with respect to any Borrower or Guarantor, any Indebtedness in respect of any Hedging Contract if, and solely
to the extent that, all or a portion of the guarantee of such Loan Party of, or the grant by any Borrower or Guarantor of a security
interest to secure, such Indebtedness in respect of any Hedging Contract (or any guarantee thereof) is or becomes illegal under the
Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Borrower’s or Guarantor’s failure for any reason to constitute an
“eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a
security interest becomes effective with respect to such related Indebtedness in respect of any Hedging Contract.


 






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Extended Maturity Date:
September, 2027 (36 months from Initial Maturity Date), unless accelerated sooner pursuant to the terms hereof.


Extension Option:
Is defined in Section 3.3.


Force Majeure: means
any strikes, lockouts, shortages of labor, fuel or materials, acts of God, significant adverse weather or soil conditions not reasonably
anticipated, unforeseen government action, any enemy act, riot, insurrection, or other civil commotion, fire or other similar casualty,
or any other cause or circumstance beyond the reasonable control of the party. Force Majeure shall not include shortage of funds.


Foreign Subsidiary:
Means any Subsidiary that is not organized or incorporated in the United States or any state or territory thereof.


GAAP: As defined
in Section 1.3, below.


Governmental Approvals:
All consents, licenses and permits and all other authorizations or approvals required from any Governmental Authority for construction
in accordance with the Plans and Specifications.


Governmental Authority:
Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency, authority,
board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.


Ground Lease: Is
defined in the Recitals.


Guarantor: Stuart
Lichter, and Stuart Lichter, Trustee of the Stuart Lichter Trust u/t/d dated November 13, 2011.


Guaranty of Payment:
An unconditional guaranty of payment and performance executed by Guarantor jointly and severally guarantying all payment and performance
obligations of Borrower under the Note and Loan Documents, as the same may be amended, restated, replaced, extended, or otherwise modified
from time to time.


Hazardous Material(s):
Gasoline, petroleum, asbestos containing materials, explosives, radioactive materials or any hazardous or toxic material, substance or
waste which is defined by those or similar terms or is regulated as such under any applicable Environmental Law.


Hedging Contract:
Means any foreign exchange contract, currency swap agreement, futures contract, commodities hedge agreement, interest rate protection
agreement, interest rate future agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement,
option agreement or any other similar hedging agreement or arrangement entered into by a Person in the ordinary course of business.




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Improvements: All
buildings, structures and other improvements, including, but not limited to, all common areas, located or to be located on the Property,
together with all fixtures and equipment required for the operation thereof.


Indebtedness: Means
all liabilities, obligations, and indebtedness, whether now or hereafter owing, arising, due or payable, including but not limited to:
(a) indebtedness in the nature of loans, overdrafts, letters of credit, capital leases, obligations under derivative contracts (including
interest rate swaps) and guarantees of the obligations of third parties; and (b) all liabilities of any person secured by a lien on Borrower’s
property.


Inspecting Agent:
An inspector selected by Lender, in its sole discretion, who shall perform reviews of the Buildings at Lender’s request. The Inspecting
Agent may be a third party or an employee of Lender. Borrower shall be responsible for all fees, costs and expenses of the Inspecting
Agent.


Land: As defined
in the Recitals.


Law(s): Collectively,
all present and future federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions
or precedential authority in the applicable jurisdiction.


Leases: As defined
in the definition of Collateral, above.


Lender: As such
term is defined in the Opening Paragraph.


Loan: As defined
in the Recitals.


Loan Amount: $10,000,000.00.


Loan Closing Date:
As defined in the Opening Paragraph.


Loan Fee: $75,000.00.


Loan Documents:
Mean this Agreement, the documents specified in Section 3.2 hereof, any Hedging Contracts, any account assignments, control agreements,
letter of credit application and agreement or other reimbursement agreements, any subordination agreements, intercreditor agreements and
any and all other agreements, instruments and documents, including powers of attorney, consents, and all other writings heretofore, now
or hereafter executed by Borrower and/or Guarantor, or delivered to Lender in connection with this Agreement.


Loan Proceeds: All
amounts or any portion advanced as part of the Loan, whether advanced directly to Borrower or other parties.


Loan Extension Fee:
As defined in Section 3.3.


Management Company:
HOF Village Newco, LLC, a Delaware limited liability company.




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Material Adverse Change
or material adverse change: Lender reasonably determines that a material adverse change has occurred with respect to: (a) Borrower’s
or Guarantor’s financial condition, results of operations, business or prospects; (b) Borrower’s ability to pay the Loan in
accordance with the terms thereof, or Guarantor’s ability to perform its obligations under the Guaranty of Payment pursuant to the
terms thereof; or (c) the value of the Collateral, or the priority of Lender’s lien on any Collateral.


Initial Maturity Date:
September 27, 2024 [24 months from Loan Closing Date] unless accelerated sooner or extended pursuant to the terms hereof.


Mortgage: An Open
End Mortgage (Leasehold), Assignment of Leases and Rents, Security Agreement, and Fixture Filing duly executed by the Borrower and granting
a valid and subsisting first lien on Borrower’s leasehold interest in the Land, and a security interest in the personal property
and fixtures securing all obligations of the Borrower under all of the Loan Documents, subject only to the Permitted Exceptions.


Net Operating Income:
Means, for any period measured, the difference between: (a) income and reimbursements from executed Leases not then-in default, but excluding
items that the Lender reasonably determines are non-recurring in nature and income from any leases expiring within six (6) months of the
testing date; and (b) the operating expenses for the Property (X) prior to the Extension Period as reflected in the Appraisal (annualized,
if tested quarterly or semi-annually), including rents under the Ground Lease, and (Y) during the Extension Period, the actual operating
expenses for the Property (annualized, if tested quarterly or semi-annually), including rents under the Ground Lease, all as reasonably
calculated by Lender.


Note: A Promissory
Note (said promissory note and all amendments, modifications, restatements and replacements thereto) executed by Borrower, payable
to the order of Lender and in the Loan Amount.


OFAC: Means the
Office of Foreign Assets Control of the United States Department of the Treasury.


OSHA: the Occupational
Safety and Hazard Act of 1970.


Operating Account:
A deposit account with Lender that Borrower shall open on or prior to the Loan Closing Date.


Permitted Exceptions:
Defects, liens and encumbrances, and other items affecting title to the Property and shown on Exhibit B attached hereto.


Person: Means any
individual, sole proprietorship, partnership, corporation, business trust, joint stock company, trust, unincorporated organization, association,
limited liability company, institution, public benefit corporation, joint venture, entity or governmental body.


Post-Closing Actions:
Mean the actions identified on the Post-Closing Exhibit.




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Post-Closing Exhibit:
Means the Post-Closing Exhibit, attached hereto as Exhibit F and incorporated herein, as the same may be supplemented
or otherwise modified in writing by the Parties in accordance with the terms of this Agreement.


Proceeds: As defined
in Section 7.1.


Prohibited Transfer:
Means any conveyance, sale, assignment, transfer, division, lien, pledge, mortgage, security interest, encumbrance or alienation of all
or any portion of, or any interest in Borrower, the Land, or the Property, whether effected directly, indirectly, voluntarily, involuntarily,
or by operation of Law or otherwise; provided, however, that the foregoing shall not apply to: (i) liens securing the Loan, (ii) the lien
of current taxes and assessments not in default including payments in lieu of taxes, (iii) any pledge made in connection with indebtedness
in respect of purchase money financings of personal property, (iv) any pledge made in connection with indebtedness that is expressly subordinated
to the Borrower’s indebtedness to the Lender, on terms and conditions that are satisfactory to the Lender pursuant to any subordination
agreement required in connection with this Agreement, (v) Permitted Exceptions, and (vi) transfers, mergers and consolidations of Borrower
into or with a parent, Subsidiary or Affiliate of Borrower.


Property: As defined
in the Recitals.


Rent Roll: The rent
roll of the Property delivered to Lender.


Required Permits:
Each building permit, environmental permit, utility permit, land use permit, wetland permit and any other permits, approvals or licenses
issued by any Governmental Authority which are required in connection the use, occupancy, or operation of the Property.


RSI: as defined
in the Recitals.


RSI Lease: as defined
in the Recitals.


RSI TI Proceeds:
as defined in the Recitals.


Sanctioned Country:
Means at any time, a country or territory which is itself the subject or target of any Sanctions.


Sanctioned Person:
Means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by OFAC, the U.S. Department
of State, the U.S. Department of Commerce or any other relevant sanctions authority, (b) any Person operating, organized or resident in
a Sanctioned Country, (c) any Person owned directly or indirectly by any such Person or Persons described in clauses (a) and (b)
or (d) any Person otherwise the subject or target of any Sanctions.


Sanctions: Means
economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government (including
those administered by OFAC, the U.S. Department of State or the U.S. Department of Commerce) or any other relevant sanctions authority.




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Stabilization: Means the
Project has achieved a Debt Service Coverage Ratio (Stabilization) of no less than 1.30:1.00 based upon the entire Loan Amount.


 


Stabilized Debt Service:
Means, for any period, the principal and interest payments due and payable on the Loan, based upon the full Loan Amount, a 30-year amortization
period, and a rate of interest equal to the contracted rate under the Hedging Contract.


Stabilized NOI:
Means, for any period measured, the difference between: (a) income and reimbursements from tenants under Leases that are paying all rent
required thereunder and not then-in default, but excluding items that the Lender reasonably determines are non-recurring in nature and
income from any leases expiring within six (6) months of the testing date; and (b) the operating expenses for the Property equal to the
greater of: (i) the operating expenses for the Property as reflected in the most-recent as-stabilized Appraisal (annualized, if tested
quarterly or semi-annually), including rents under the Ground Lease, but excluding expenses for replacement reserves, and assuming: (A)
a property management fee of 3%, and (B) real estate tax expense of $313,000 (as adjusted by Lender, in its reasonable discretion);
or (ii) the actual operating expenses for the Property (annualized, if tested quarterly or semi-annually), including rents under the Ground
Lease, all as reasonably calculated by Lender.


Subsidiary: Means
a corporation or other entity of whose shares of stock or other ownership interests having ordinary voting power (other than stock or
other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors of
such corporation, are owned, directly or indirectly, by Borrower.


Survey: An ALTA
survey of the Land in compliance with the requirements of Exhibit C attached hereto.


Taking: As defined
in Section 7.1.


Title Agent: Chicago
Title.


Title Commitment:
A commitment for issuance of an ALTA Loan Policy of Title Insurance in compliance with the requirements of Exhibit D attached
hereto.


Title Policy: An
ALTA Loan Policy of Title Insurance in compliance with the requirements of Exhibit D attached hereto.


Twain: As defined
in the Recitals.


Twain Proceeds:
An amount equal to $18,200,000.00, of which $550,000 shall be used for the purchase price for the Land and up to $2,900,000.00 shall be
reserved and held by Twain for capitalized Ground Lease payments which it will pay to itself.


1.2.
Definitions in Loan Documents. All terms not otherwise defined in the Loan Documents shall have the same meanings as set
forth herein. The words “hereof,” “herein,” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement.




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1.3.
 Accounting Terms. All accounting terms not specifically defined herein shall be defined in accordance with Generally Accepted
Accounting Principles as promulgated by the United States of America Financial Accounting Standards Board in the United States of America
in effect from time to time (“GAAP”). All financial computations to be made under this Agreement, unless otherwise
specifically provided herein, shall be construed in accordance with GAAP. Whenever the term “Borrower” is used in respect
of a financial covenant or a related definition, it shall be understood to mean Borrower and its Subsidiaries on a consolidated basis
unless the context clearly requires otherwise.


1.4.
Uniform Commercial Code Terms. All capitalized terms used herein with reference to the Collateral and defined in the Uniform
Commercial Code as adopted in the [State of Ohio], from time to time, shall have the meaning given therein unless otherwise defined herein.
To the extent the definition of any category or type of Collateral is expanded by any amendment, modification or revision to the Uniform
Commercial Code, such expanded definition will apply automatically as of the effective date of such amendment, modification or revision.


1.5.
Lease Accounting Changes. If there occurs after the Closing Date any change in GAAP resulting from the implementation of
Financial Accounting Standards Update Board Accounting Standards Topic 842 (Leases) that affects in any respect the calculation of any
covenant contained in this Agreement or the definition of any term defined under GAAP used in such calculations, Borrower and Lender shall
negotiate in good faith to amend the provisions of this Agreement that relate to the calculation of such covenants with the intent of
having the respective positions of Borrower and Lender after such change in GAAP conform as nearly as possible to their respective positions
as of the Closing Date, provided, that, until any such amendments have been agreed upon, the covenants in this Agreement shall be calculated
as if no such change in GAAP had occurred and Borrower shall provide additional financial statements or supplements thereto, attachments
to compliance certificates and/or calculations regarding financial covenants as Lender may reasonably require in order to provide the
appropriate financial information required hereunder with respect to Borrower both reflecting any applicable changes in GAAP and as necessary
to demonstrate compliance with the financial covenants before giving effect to the applicable changes in GAAP. Notwithstanding the foregoing,
if Borrower and Lender are unable to agree on appropriate amendments within one (1) year after the effective date of the changes in Financial
Accounting Standards Update Board Accounting Standards Topic 842 (Leases), then all covenant calculations and definitions shall thereafter
be computed in accordance with GAAP as so changed.


SECTION 2


REPRESENTATIONS AND WARRANTIES


 


2.1.
Representations and Warranties. To induce Lender to execute and perform its obligations under this Agreement, Borrower hereby
represents, covenants and warrants to Lender as follows:


(a)
Title to Assets. On the Loan Closing Date and at all times thereafter until the Loan is paid in full, the Borrower will
have good and marketable indefeasible leasehold title to the Land, subject only to Permitted Exceptions.




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(b)
 Financial Statements. All financial statements and other financial information furnished by Borrower or any Guarantor (now
or in the future) to Lender in connection with the Loan are true, complete and correct and fairly present the financial condition of the
subjects thereof as of the respective dates thereof and do not fail to state any material fact necessary to make such statements or information
not misleading, and no Material Adverse Change with respect to Borrower or any Guarantor has occurred since the respective dates of such
statements and information. Furthermore, all financial statements and other financial information which shall be furnished by Borrower
or any Guarantor to Lender in connection with the Loan shall be true, complete and correct and shall fairly present the financial condition
of the subjects thereof as of the respective dates thereof and shall not fail to state any material fact necessary to make any statements
or information not misleading. Neither Borrower nor any Guarantor has any material liability, contingent or otherwise, not disclosed in
such financial statements and information. No other information or documents provided by Borrower or any Guarantor is false, incomplete
or inaccurate in any material respect.


(c)
Binding Obligations. The Borrower has full power and authority to enter into the transactions provided for in this Agreement
and has been duly authorized to do so by appropriate action of its Board of Directors if the Borrower is a corporation, all its general
partners if the Borrower is a partnership or all its members if the Borrower is a limited liability company, or otherwise as may be required
by law, charter, other organizational documents or agreements; and the Loan Documents, when executed and delivered by the Borrower, will
constitute the legal, valid and binding obligations of the Borrower enforceable in accordance with their terms.


(d)
Existence, Power and Authority. If not a natural person, the Borrower is duly organized, validly existing and in good standing
under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to
conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions
where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized
to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been
properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other
terms and provisions of the Loan Documents.


(e)
No Defaults or Violations. There does not exist any Event of Default under this Agreement or any default or violation by
the Borrower of or under any of the terms, conditions or obligations of: (i) its partnership agreement if the Borrower is a partnership,
its articles or certificate of incorporation, regulations or bylaws if the Borrower is a corporation or its other organizational documents
as applicable; (ii) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which it is
a party or by which it is bound; or (iii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement
applicable to or imposed upon it by any law, the action of any court or any Governmental Authority; and the consummation of this Agreement
and the transactions set forth herein will not result in any such default or violation or Event of Default.


(f) Tax
Returns. The Borrower has filed all returns and reports that are required to be filed by it in connection with any federal,
state or local tax, duty or charge levied, assessed or imposed upon it or its property or withheld by it, including income,
unemployment, social security and similar taxes, and all of such taxes have been either paid or adequate reserve or other provision
has been made therefor.


 






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(g)
Employee Benefit Plans. Each employee benefit plan as to which the Borrower may have any liability complies in all material
respects with all applicable provisions of ERISA, including minimum funding requirements, and: (i) no Prohibited Transaction (as defined
under ERISA) has occurred with respect to any such plan, (ii) no Reportable Event (as defined under Section 4043 of ERISA) has occurred
with respect to any such plan which would cause the Pension Benefit Guaranty Corporation to institute proceedings under Section 4042 of
ERISA, (iii) the Borrower has not withdrawn from any such plan or initiated steps to do so, and (iv) no steps have been taken to terminate
any such plan.


(h)   Investment
Company Act; Margin Stock. 


		(i)	No part of the proceeds of the Loan will be used for “purchasing” or “carrying”
any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors
of the Federal Reserve System as now and from time to time in effect or for any purpose which violates the provisions of the Regulations
of such Board of Governors.



		(ii)	Neither any Borrower, any Person Controlling any Borrower, nor any Subsidiary thereof is or is required
to be registered as an “investment company” under the Investment Company Act of 1940.



(i)   Anti-Corruption
Laws & Sanctions.


		(iii)	None of (A) any Loan Party, any Subsidiary thereof or, any of the respective directors, officers, employees
or Affiliates of any Loan Party or any Subsidiary thereof, or (B) any agent or representative of any Loan Party or any Subsidiary thereof
that will act in any capacity in connection with, or benefit from, the credit facilities provided hereunder, (1) is a Sanctioned Person
or currently the subject or target of any Sanctions, (2) has its assets located in a Sanctioned Country, (3) directly or indirectly
derives revenues from investments in, or transactions with, Sanctioned Persons or (4) has taken any action, directly or indirectly, that
would result in a violation by such Persons of any Anti-Corruption Laws or has the purpose of evading or avoiding any Anti-Corruption
Laws. Each of the Loan Parties and their respective Subsidiaries has implemented and maintains in effect policies and procedures designed
to promote and achieve compliance by the Loan Parties and their respective Subsidiaries and their respective directors, officers, employees,
agents and Affiliates with the Anti-Corruption Laws. Each of the Loan Parties and their respective Subsidiaries, and each director, officer,
employee, agent and Affiliate of the Loan Parties and their respective Subsidiaries, is in compliance with the Anti-Corruption Laws.





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		(iv)	No proceeds of any Credit Extension have been used, directly or indirectly, by any Loan Party, any Subsidiary
thereof or any of the respective directors, officers, employees, Affiliates or agents of the foregoing (A) in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of
any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with
any Sanctioned Person, or in any Sanctioned Country, including any payments (directly or indirectly) to a Sanctioned Person or a Sanctioned
Country or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.



(j)   Solvency.
As of the date hereof and after giving effect to the transactions contemplated by the Loan Documents: (i) the aggregate value of the Borrower’s
assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), (ii) the Borrower will
have sufficient cash flow to enable it to pay its debts as they become due, and (iii) the Borrower will not have unreasonably small capital
for the business in which it is engaged.


(k)   No
Material Adverse Change. None of the Loan Documents contains or will contain any untrue statement of material fact or omits or will
omit to state a material fact necessary in order to make the statements contained in this Agreement or the Loan Documents not misleading.
There is no fact known to the Borrower which materially adversely affects or, so far as the Borrower can now foresee, might materially
adversely affect the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower and which
has not otherwise been fully set forth in this Agreement or in the Loan Documents and no condition, circumstance, event, agreement, document,
instrument, restriction, or pending or threatened litigation or proceeding exists which could cause a Material Adverse Change to the Borrower,
Guarantor or the Property.


(l)   Land
Use. The present use and occupancy of the Property does not violate or conflict with any approved lease, any applicable law, statute,
ordinance, rule, regulation or order of any kind, including, without limitation, zoning, building, environmental, land use, noise abatement,
occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant, condition or restriction,
whether recorded or not.


(m)   Material
Facts. All financial statements, budgets, schedules, opinions, certificates, confirmations, applications, rent rolls, affidavits,
agreements and other materials submitted to the Lender in connection with or in furtherance of this Agreement, and by or on behalf of
the Borrower, fully and fairly state the matters with which they purport to deal, do not misstate any material fact, nor, separately or
in the aggregate, fail to state any material fact necessary to make the statements made not misleading.


(n)   Utilities.
All utility and municipal services required for the occupancy and operation of the Property, including, but not limited to, water supply,
storm and sanitary sewage disposal system, gas, electric and telephone facilities are available for use and provide the Property with
services to the extent necessary for operation of the Property.




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(o)   Storm
and Sanitary Sewers. To Borrower’s knowledge, the storm and sanitary sewage disposal system, water system and all mechanical
systems of the Property comply with all applicable environmental, pollution control and ecological Laws, ordinances, rules and regulations.


(p)   Permits
and Approvals. All Required Permits have been issued and are in full force and Borrower is not aware of any circumstance which would
cause the revocation, suspension, or other material impairment of any such Required Permits.


(q)   Easements.
All utility, parking, vehicular access (including curb cuts and highway access), recreational and other permits and easements required
for the use and operation of the Property have been granted and issued.


(r)   No
Encroachment. The Improvements do not encroach upon any building line, set back line, side yard line, or any recorded or visible easement,
or other easement of which Borrower is aware or has reason to believe may exist, affecting the Property.


(s)   Ingress
and Egress. All roads necessary for ingress and egress to the Property and for the full utilization of the Improvements have been
completed pursuant to easements approved or deemed approved by the Lender or have been dedicated to public use and accepted by the appropriate
Governmental Authority.


(t)   No
Condemnation. (i) No condemnation of any portion of the Property and (ii) no proceedings to deny access to the Property from any point
of access to the Property, has commenced, or to the best of Borrower’s knowledge, is contemplated by any Governmental Authority.


(u)   Environmental
Matters. Except as disclosed by Borrower to Lender in the Environmental Report: (i) the Property is in a clean, safe and healthful
condition, free of all Hazardous Materials; (ii) neither Borrower nor, to the best knowledge of Borrower, any other Person, has ever caused
or permitted any Hazardous Materials to be placed, held, located or disposed of on, under, at or in a manner to affect the Property, or
any part thereof, and the Property has never been used for any activities involving, directly or indirectly, the use, generation, treatment,
storage, transportation, or disposal of any Hazardous Materials; (iii) neither the Property nor Borrower is subject to any existing, pending,
or, to the best of Borrower’s knowledge, threatened investigation or inquiry by any Governmental Authority, and the Property is
not subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) there are no underground
tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any sort on or affecting
the Property.


(v)   Foreign
Person. Neither Borrower nor Guarantor is a “foreign person” within the meaning of Section 1445 or 7701 of the Internal
Revenue Code.


(w)   Trade
Names. Borrower uses no trade name other than its actual name set forth herein. The principal place of business of Borrower is Ohio.




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(x)   Separate
Tax Parcels. The Property is taxed separately without regard to any other property and for all purposes the Property may be mortgaged,
conveyed and otherwise dealt with as independent parcels.


(y)   Leases.
Borrower and its agents have not entered into any leases, subleases or other arrangements for occupancy of space within the Property other
than those shown on the Rent Roll delivered to Lender. True, correct and complete copies of all leases, as amended, have been delivered
to Lender. All leases are in full force and effect. Borrower is not in default under any lease and Borrower has disclosed to Lender in
writing any material default by the tenant under any lease.


(z)   Anti-Terrorism
Laws. Borrower has not and will not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of
evading or avoiding, any of the prohibitions set forth in any Anti-Terrorism Law.


(aa) Compliance with
OSHA. Borrower is in compliance with OSHA, unless failure to comply or maintain would not reasonably be expected to have a Material
Adverse Effect on Borrower.


(bb) Beneficial Ownership
Certificate. As of the Loan Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true
and correct in all respects.


2.2.
Continuation of Representations and Warranties. Except for matters disclosed by Borrower and approved in writing by Lender,
the Borrower hereby covenants, warrants and agrees that each of the representations and warranties made in Section 2.1 hereof shall be
and shall remain true and correct as of the Loan Closing Date and at all times thereafter so long as any part of the Loan shall remain
outstanding.


SECTION 3


THE LOAN
AND LOAN DOCUMENTS


3.1.
Agreement to Borrow and Lend. Borrower agrees to borrow from Lender, and Lender agrees to lend to Borrower such amount as
shall be requested by Borrower, but in no event exceeding the stated Loan Amount, on the terms and subject to the conditions of this Agreement.
The Loan shall be evidenced by the Note.


3.2.
Loan Documents. Borrower agrees to execute and deliver to Lender, on or prior to the Loan Closing Date, the following documents,
all of which must be satisfactory to Lender and Lender’s counsel in form, substance and execution and all of which are executed
on or about the date hereof:


(a)
The Note.


(b)
The Mortgage.


(c)
The Assignment of Leases and Rents.




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(d)
 Uniform Commercial Code (“UCC”) financing statements; Borrower hereby authorizes Lender to file UCC financing
statements naming Borrower as debtor with respect to the Mortgage and the collateral described in the Mortgage and other Loan Documents
and which financing statements are prior to all other such financing statements and valid as such against all creditors of Borrower.


(e)
The Environmental Indemnity Agreement.


(f)
The Guaranty of Payment.


(g)
If required by Lender, an assignment to Lender of all rights of Borrower in any contract for management of the Property or any
portion thereof, together with assignments of such maintenance and service contracts entered into in connection with the operation of
the Property as Lender may require, and which assignment is prior to all other such assignments and valid as such against all creditors
of Borrower.


(h)
To the extent required by Lender, consents to the foregoing assignments by: (i) the other parties to the leases, licenses, contracts
and agreements being assigned; and (ii) any guarantors of the performance of the obligations of such other parties under such leases,
licenses, contracts and agreements, together with the confirmation by such other parties and guarantors that they will continue to perform
and guaranty performance of such leases, licenses, contracts and agreements, as the case may be, after enforcement of and realization
on such assignment by Lender.


(i)
Such other papers and documents as may be required by this Agreement or as Lender may reasonably require.


 


3.3.
Extension Option.


(a)
As long as no Event of Default has occurred and is continuing hereunder, Borrower shall have the option (the “Extension
Option”) to extend the Initial Maturity Date for an additional thirty six (36) months to the Extended Maturity Date upon satisfaction
of the following:


		(i)	Lender receives written notice of Borrower’s election to exercise the Extension Option on or before
thirty (30) days prior to the Initial Maturity Date;



		(ii)	Borrower pays to Lender an extension fee equal to 0.15% of the then outstanding principal balance of the
Loan (the “Loan Extension Fee”); and



		(iii)	The Project has achieved a 1.30:1.00 Debt Service Coverage Ratio.



SECTION 4


AFFIRMATIVE
COVENANTS


From the date of execution
of this Agreement until the Loan has been paid in full the Borrower agrees as follows:


4.1.
 Books and Records. Borrower shall maintain books and records for the Property and give representatives of the Lender access
thereto at all reasonable times, including permission to examine, copy and make abstracts from any of such books and records and such
other information as the Lender may from time to time reasonably request, and the Borrower will make available to the Lender for examination
copies of any reports, statements and returns which the Borrower may make to or file with any federal, state or local governmental department,
bureau or agency.


 






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4.2.
Financial Statement, Rent Roll and Tax Return Reporting: Borrower and each Guarantor shall furnish to the Lender whatever
information, books and records the Lender may reasonably request, including at a minimum:


(a)   Within
sixty (60) days after and as of the end of each calendar quarter and within one-hundred twenty (120) days of each December 31 (beginning
with the fiscal year ending December 31, 2022), detailed operating statements for Borrower and a rent roll, in form and substance reasonably
acceptable to Lender, prepared by an authorized agent of Borrower.


 


(b)   Prior
to Stabilization, as soon as available, but in any event within thirty (30) days of the end of each month, beginning with the month end
October 30, 2022, monthly leasing reports in substance and detail reasonably acceptable to Lender.


 


(c)   As
soon as available, but in any event within one hundred twenty (120) days after the end of each calendar year (beginning with the calendar
year ending December 31, 2022), the signed personal financial statements and a list of contingent liabilities of Guarantor for the calendar
year then ended.


 


(d)   As
soon as available, but in any event within one hundred twenty (120) days after the end of each calendar year (beginning with the calendar
year ending December 31, 2022), and within 60 days of each June 30 (beginning June 30, 2023), Guarantor shall provide copies of bank and/or
broker statements to support the liquid assets reported on his personal financial statement, provided, however, that upon Stabilization
this requirement shall reduce to annual statements.


 


(e)   As
soon as available, but in any event within one hundred twenty (120) days after the end of each calendar year (beginning with the calendar
year ending December 31, 2021), each Guarantor shall provide a detailed global cash flow statement.


 


(f)   Within
thirty (30) days after filing but in no event later than May 15th of each year, a copy of Borrower’s federal income tax return,
including all schedules and K-1 statements thereto. If Borrower files an extension, then a copy of the extension shall be provided to
Lender no later than May 15th, with a copy of the filed return provided to Lender no later than November 15th.


 


(g)    Within
thirty (30) days after filing but in no event later than May 15th of each year, a copy of Guarantor’s federal income tax return,
including all schedules and K-1 statements thereto. If Guarantor files an extension, then a copy of the extension shall be provided to
Lender no later than May 15th, with a copy of the filed return provided to Lender within thirty (30) days after filing but
not later than November 15th.


 




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(h)    Immediately
after an officer of Borrower obtains written notice of: (i) any litigation materially affecting or relating to the Project, (ii) any dispute
between Borrower and any municipal or other Governmental Authority relating to the Project, the adverse determination of which might materially
affect the Project, (iii) any threat or commencement of proceedings in condemnation or eminent domain relating to the Project, and (iv)
any fact or circumstance that may render the Budget inaccurate in a material manner, a notice so stating.


 


(i)   At
the request of Lender, such other information as Lender may from time to time reasonably require.


 


If Borrower has Subsidiaries, all financial statements required will be
provided on a separate and consolidated basis.


 


4.3.
Maintenance of Existence, Operation and Assets. Borrower shall do all things necessary to: (a) maintain, renew and keep
in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to continue its business
as currently conducted; (b) continue in operation in substantially the same manner as at present; (c) keep its properties in good operating
condition and repair; and (d) make all necessary and proper repairs, renewals, replacements, additions and improvements thereto.


4.4.
Insurance and Payment of Taxes and Escrows.


(a)
Insurance. At all times during the term of the Loan, Borrower shall: (i) cause insurance policies to be maintained in compliance
with Lender’s insurance requirements as modified and amended from time to time; and (ii) provide originals or copies of the same
to Lender, as required by Lender. Borrower shall timely pay all premiums on all insurance policies required hereunder, and as and when
any policies of insurance may expire, furnish to Lender, evidence of payment of premiums prior to such expiration, and maintain insurance
policies with companies, coverage and in amounts satisfactory to Lender.


(b) Payment of
Taxes. Borrower shall pay all real estate taxes and assessments and charges of every kind upon the Property before the same
become delinquent, provided, however, that Borrower shall have the right to pay such tax under protest or to otherwise contest any
such tax or assessment, but only if: (i) such contest has the effect of preventing the collection of such taxes so contested and
also of preventing the sale or forfeiture of the Property or any part thereof or any interest therein, (ii) Borrower has notified
Lender in writing of Borrower’s intent to contest such taxes, and (iii) Borrower has deposited with Lender security in form
and amount satisfactory to Lender, in its sole discretion, and has increased the amount of such security so deposited promptly after
Lender’s request therefor. If Borrower fails to commence such contest or, having commenced to contest the same, and having
deposited such security required by Lender for its full amount, shall thereafter fail to prosecute such contest in good faith or
with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay such tax, assessment or charge, Lender may,
at its election (but shall not be required to), pay and discharge any such tax, assessment or charge, and any interest or penalty
thereon, and any amounts so expended by Lender shall be deemed to constitute Loan proceeds hereunder (even if the total amount
disbursed would exceed the Loan Amount). Borrower shall furnish to Lender evidence that taxes are paid at least five (5) days prior
to the last date for payment of such taxes and before imposition of any penalty or accrual of interest. Notwithstanding the
foregoing, Borrower may not enter into any payment plan with the appropriate real estate taxing authority without the prior written
consent of Lender.


 






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(c)
Escrow Accounts.


		(i)	Borrower shall, upon the occurrence of any Event of Default, make insurance and tax escrow deposits, in
amounts reasonably determined by Lender from time to time as being needed to pay taxes and insurance premiums when due, in an interest
bearing escrow account held by Lender in Borrower’s name and under Lender’s sole dominion and control, and if required by
Lender, Borrower shall execute a separate pledge and account control agreement with Lender. All payments deposited in the escrow account,
and all interest accruing thereon, are pledged as additional collateral for the Loan. Notwithstanding Lender’s holding of the escrow
account, nothing herein shall obligate Lender to pay any insurance premiums or real property taxes with respect to any portion of the
Property if an Event of Default has occurred unless the Event of Default has been cured to the satisfaction of Lender. If the Event of
Default has been satisfactorily cured, Lender shall make available to Borrower such funds as may be deposited in the escrow account from
time to time for Borrower’s payment of insurance premiums or real property taxes due with respect to the Property.



		(ii)	If the amount of the funds held by Lender shall not be sufficient to pay taxes, assessments and insurance
premiums as they fall due, Borrower shall pay to Lender the amount of any such deficiency within thirty (30) days after notice from Lender
to Borrower requesting payment thereof.



		(iii)	Upon payment in full of all sums secured by the Mortgage, Lender shall promptly refund to Borrower any
funds held by Lender pursuant to this Section.



4.5.
Compliance with Laws. Borrower shall comply with all laws applicable to the Borrower and to the operation of its business
(including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental,
occupational and health standards and controls).


4.6.
Bank Accounts. Borrower shall establish and maintain all operating deposit accounts with Lender.


4.7.
Financial Covenants. Borrower shall comply with all of the financial and other covenants contained in this Agreement and
the other Loan Documents.


4.8. Additional
Reports. Borrower shall within five (5) Business Days of its written notice of the same, provide written notice to the Lender of
the occurrence of any of the following (together with a description of the action which the Borrower proposes to take with respect
thereto): (a) any Event of Default or any event, act or condition which, with the passage of time or the giving of notice, or both,
would constitute an Event of Default, (b) any litigation filed by or against the Borrower, (c) any Reportable Event or Prohibited
Transaction with respect to any Employee Benefit Plan(s) (as defined in ERISA) or (d) any event which might result in a Material
Adverse Change in the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower.


 






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4.9.
Loan to Value Ratio; Appraisal. At all times during the term of the Loan, the Loan to value ratio shall be no more than
sixty five percent (65%) based upon a current Appraisal of the Property, which Appraisal shall be paid for by Borrower. Notwithstanding
the foregoing, if the RSI Lease (once executed and delivered to Lender) are inconsistent with the economic terms used by Lender in underwriting
the Loan or used by the appraiser in preparing the Appraisal delivered to Lender pursuant to Section 6.1(m), or if negotiations for the
RSI Lease are ultimately unsuccessful and the RSI Lease is not consummated, then Lender shall order (at Borrower’s sole cost) a
new Appraisal accurately reflecting the final terms of the RSI Lease. In the event that the Loan to value ratio of the new Appraisal is
higher than the Lender’s then-current underwriting requirements for loan transactions of this type, Lender, in its sole discretion,
may limit the amount of Loan proceeds available to be disbursed hereunder in such amount as Lender, in its sole discretion, calculates
to be necessary to comply with the Lender’s underwriting guidelines.


4.10.
Furnishing Reports. Borrower shall provide Lender with copies of all inspections, reports, test results and other information
received by Borrower from time to time from its employees, agents, representatives, architects, engineers, any contractors and any other
parties involved in the operation of the Property, which in any material way relate to the Property or any part thereof.


4.11.
Lost Note. Borrower shall, if the Note is mutilated, destroyed, lost or stolen, deliver to Lender, in substitution therefor,
a new promissory note containing the same terms and conditions as the Note with a notation thereon of the unpaid principal accrued and
unpaid interest.


4.12. Hazardous
Materials. Borrower shall comply with any and all Laws, regulations or orders with respect to the discharge and removal of
Hazardous Materials, shall pay immediately when due the costs of removal of any such Hazardous Materials, and shall keep the
Property free of any lien imposed pursuant to Environmental Laws, regulations or orders. In the event Borrower fails to do so, after
notice to Borrower and the expiration of the earlier of: (i) applicable cure periods hereunder; or (ii) the cure period permitted
under applicable Law, regulation or order, Lender may declare an Event of Default and/or cause the remediation of the Hazardous
Materials with the cost of the remediation added to the indebtedness evidenced by the Note and secured by the Mortgage (regardless
of whether such indebtedness then increases the outstanding balance of the Note to an amount in excess of the face amount thereof).
Borrower further agrees that Borrower shall not release or dispose of any Hazardous Materials at the Property without the express
prior approval of Lender and any such release or disposal will be in compliance with all applicable Laws and regulations and
conditions, if any, established by Lender, including, without limitation, those set forth in the Mortgage. Lender shall have the
right at any time to conduct an environmental audit of the Property for reasonable cause, at Borrower’s sole cost and expense,
and Borrower shall cooperate in the conduct of such environmental audit. Borrower shall give Lender and its agents and its employees
access to the Property to inspect and test the Property and to remove Hazardous Materials. Borrower hereby indemnifies Lender and
agrees to defend Lender and hold Lender harmless from and against all claims, injuries, losses, costs, damages, liabilities and
expenses (including attorneys’ fees and consequential damages) by reason of any claim in connection with any Hazardous
Materials which were present at the Property during or prior to Borrower’s ownership of the Property. The foregoing
indemnification shall be included within the indemnity agreement referred to in Section 3.2(e) hereof, and shall survive repayment
of the Note.


 






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4.13.
Lender’s Attorneys’ Fees. Borrower agrees to pay Lender’s attorneys’ fees and disbursements incurred
in connection with the Loan, including: (i) the preparation of this Agreement, the other Loan Documents, any intercreditor agreements,
and the preparation of the closing binders; and (ii) the disbursement, syndication and administration of the Loan, if applicable. Further,
if at any time or times hereafter (whether or not a Default has occurred) Lender employs counsel for advice or other representation with
respect to any matter concerning Borrower, this Agreement, the Land, or the Loan Documents, or to protect, collect, lease, sell, take
possession of or liquidate all or any portion of the Land, or to attempt to enforce or protect any security interest or lien or other
right in any of the premises or under any of the Loan Documents, or to enforce any rights of the Lender or obligations of Borrower or
any other person, firm or corporation which may be obligated to Lender by virtue of this Agreement or under any of the Loan Documents
or any other agreement, instrument or document, heretofore or hereafter delivered to Lender in furtherance hereof, then in any such event,
all of the reasonable attorneys’ fees arising from such services, and any expenses, costs and charges relating thereto, shall constitute
an additional indebtedness owing by Borrower to Lender payable on demand, and secured by the Mortgage and other Loan Documents.


4.14.
Costs and Expenses. Borrower agrees to pay all costs, expenses (including reasonable attorneys' fees), and disbursements
incurred by Lender on Borrower’s behalf: (a) in all efforts made to enforce payment of the Loan or effect collection of any Collateral;
(b) in connection with entering into, modifying, amending, and enforcing this Agreement or any consents or waivers hereunder and all related
agreements, documents and instruments; (c) in maintaining, storing, or preserving any Collateral, or in instituting, enforcing and foreclosing
on Lender’s security interest in any Collateral or possession of any premises containing any Collateral, whether through judicial
proceedings or otherwise, (d) in defending or prosecuting any actions or proceedings arising out of or relating to Lender’s transactions
with Borrower; or (e) in connection with any advice given to Lender with respect to its rights and obligations under this Agreement and
all related agreements. Expenses being reimbursed by Borrower under this section include costs and expenses incurred in connection with:
(s) appraisals and insurance reviews; (t) environmental examinations and reports; (u) field examinations and the preparation of reports
based thereon; (v) the fees charged by a third party retained by Lender or the internally allocated fees for each Person employed by Lender
with respect to each field examination; (w) background checks regarding senior management and/or key investors, as deemed necessary or
appropriate in the sole discretion of Lender; (x) taxes, fees and other charges for: (i) lien and title searches and title insurance,
and (ii) the recording of any mortgages, filing of any financing statements and continuations, and other actions to perfect, protect,
and continue Lender’s security interests; (y) sums paid or incurred to take any action required of Borrower under the Loan Documents
that Borrower fails to pay or take; and (z) forwarding loan proceeds, collecting checks and other items of payment, and costs and expenses
of preserving and protecting the Collateral.


4.15.
Reserved.


4.16.
 ERISA. – Borrower shall not create, maintain or become obligated to contribute to any Plan or Multiemployer Plan,
as such terms are defined in Sections 3(2), 3(37) and 4001(a)(3) of ERISA without Lender’s prior written consent, which consent
shall not be unreasonably withheld.


 






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4.17.
Hedging Contracts.


(a)
Except as authorized by Lender, Borrower is not currently a party to, nor will it be a party to any Hedging Contract unless such
contract provides that damages upon termination following an event of default thereunder are payable on a “two-way basis”
without regard to fault on the part of either party. Lender hereby authorizes Borrower to, and on or before the Loan Closing Date Borrower
shall, enter into one or more Hedging Contracts in form and substance (including, without limitation, the level thereof) reasonably acceptable
to Lender, protecting against fluctuations in interest rates, in an amount equal to the face amount of the Note, and the terms thereof
will otherwise match the terms of Loan, specifically reset dates, payment dates and accrual periods, unless otherwise agreed under the
Hedging Contracts.


(b)
The principal purpose of any such Hedging Contracts shall be to provide Borrower with protection from fluctuations and other changes
in interest rates and not for speculative purposes. With respect to each Hedging Contract, from time to time upon Lender’s request,
Borrower shall provide Lender with true, accurate and complete copies of: (i) such Hedging Contract, including any schedules, exhibits,
confirmations, credit support documents or other documents executed pursuant to or in connection with such Hedging Contract, all as amended,
restated or otherwise modified from time to time, and (ii) such other information, valuations, statements, reports and documents regarding
such Hedging Contract as Lender may reasonably request.


(c)
Borrower agrees to pay all break funding costs associated with prepayment under any ISDA Master Agreement entered into in connection
with the Hedging Contracts in connection with the termination of such ISDA Master Agreement.


4.18.
Debt Service Coverage Ratio. Beginning with the first semi-annual date (December 31 or June 30) following the exercise of
the Extension Option, Borrower shall maintain a Debt Service Coverage Ratio of not less than 1.30:1.00.


4.19.
Equity Contribution. Borrower has made an initial equity contribution of not less than $21,324,196.00 to the Project as
of the date hereof (the “Equity Contribution”).


4.20. Commodity
Exchange Act Keepwell Provisions. The Borrower hereby guarantees the payment and performance of all Indebtedness of each
Guarantor and absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from
time to time by each Guarantor in order for such Guarantor to honor its obligations under the Guaranty including obligations with
respect to Hedging Contracts (provided, however, that the Borrower shall only be liable under this Section 4.20 for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Section 4.20, or otherwise under
this Agreement or any Loan Document, as it relates to such Guarantor, voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer, and not for any greater amount). The obligations of the Borrower under this Section 4.20 shall
remain in full force and effect until all Indebtedness is paid in full to the Lender. The Borrower intends that this Section 4.20
constitute, and this Section 4.20 shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 






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4.21.
Beneficial Ownership Certificate and Other Additional Information. Borrower shall promptly provide information and
documentation reasonably requested by Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering
rules and regulations, including, without limitation, the Patriot Act and the Beneficial Ownership Regulation, if applicable.


4.22   Compliance
with Anti-Corruption Laws and Sanctions. Borrower shall conduct its businesses in compliance with all Anti-Corruption Laws and
applicable Sanctions and maintain policies and procedures designed to promote and achieve compliance with all Anti-Corruption Laws and
applicable Sanctions.


SECTION 5


NEGATIVE
COVENANTS


The Borrower covenants
and agrees that from the date of this Agreement until the Loan has been paid in full, the Borrower shall not:


5.1.
Indebtedness, Liens and Encumbrances by Borrower. Create, effect, consent to, attempt, contract for, agree to make, suffer
or permit any additional indebtedness, encumbrances or liens other than (a) the Loan, (b) the Ground Lease, and (c) the Permitted Exceptions.


5.2.
Mechanics’ Liens. Suffer or permit any mechanics’ lien claims to be filed or otherwise asserted against the
Property or any funds due any contractor, and will, within 60 days of written notice from Lender, bond or discharge the same if any claims
for lien or any proceedings for the enforcement thereof are filed or commenced; provided, however, that Borrower shall have the right
to contest in good faith and with due diligence the validity of any such lien or claim upon furnishing to the Title Agent such security
or indemnity as it may require to induce the Title Agent to issue its Title Policy or an endorsement thereto insuring against all such
claims, liens or proceedings; and provided further, that Lender will not be required to make any further disbursements, if applicable,
unless Borrower shall have provided Lender with such other security with respect to such claim as may be acceptable to Lender, in its
sole discretion. In the event Borrower elects to bond any mechanic’s lien claim, such bond shall be in an amount equal to at least
one hundred fifty percent (150%) of such claim or such amount as shall be required by statute.


5.3. Settlement of
Mechanics’ Lien Claims. If Borrower shall fail promptly to bond or discharge any mechanics’ lien claim filed or
otherwise asserted or to contest any such claims and give security or indemnity in the manner provided in Section 5.2 above, or,
having commenced to contest the same, and having given such security or indemnity, shall thereafter fail to prosecute such contest
in good faith or with due diligence, or fail to maintain such indemnity or security so required by the Title Agent for its full
amount, or, upon adverse conclusion of any such contest, shall fail to cause any judgment or decree to be satisfied and lien to be
released, then, and in any such event, Lender may at its election (but shall not be required to), (i) procure the release and
discharge of any such claim and any judgment or decree thereon, without inquiring into or investigating the amount, validity or
enforceability of such lien or claim and (ii) effect any settlement or compromise of the same, or may furnish such security or
indemnity to the Title Agent, and any amounts so expended by Lender, including premiums paid or security furnished in connection
with the issuance of any surety company bonds, shall be deemed to constitute disbursements of the Loan Proceeds hereunder (even if
the total amount of disbursements would exceed the face amount of the Note).


 






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5.4.
Guarantees. Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other
entity, except in connection with the endorsement and deposit of checks in the ordinary course of business for collection.


5.5.
Loans or Advances. Purchase or hold beneficially any stock, other securities or evidences of indebtedness of, or make or
have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in,
any other person, firm, corporation or other entity, except investments disclosed on the Borrower’s financial statements or acceptable
to the Lender in its sole discretion.


5.6.
Division, Merger, or Transfer of Assets. Divide, liquidate or dissolve; or merge (including, but not limited to, through
a plan of division) or consolidate with or into any person, firm, corporation or other entity; or sell, lease, transfer or otherwise dispose
of (including, but not limited to, through a plan of divisive merger) all or any substantial part of its property, assets, operations
or business, whether now owned or hereafter acquired, except in the case of merger or consolidation with a parent, Subsidiary or Affiliate.


5.7.
Change in Business, Management or Ownership. Permit or suffer a material amendment or modification of its organizational
documents. Furthermore: (a) Current owners of Borrower shall maintain 51% of the outstanding voting equity interests of Borrower on a
fully diluted basis, free and clear of all liens (other than in favor of Lender); (b) Borrower shall maintain a majority of the directors
or managers who constitute the board of directors or the managing body of Borrower on the date hereof, unless replacement of any exiting
board or managing body member (other than owing to death or disability) shall have been approved by such board of directors or managing
body as constituted on the date hereof.


5.8.
Dividends. Except as otherwise provided herein, declare or pay any dividends on or make any distribution with respect to
any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity.


5.9.
Acquisitions. Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or
other entity.


5.10.
Management Agents’ and Brokers’ Contracts. Enter into, modify, or amend any management contracts for the Property
or agreements with agents or brokers, without the prior written approval of Lender which approval shall not unreasonably be withheld.
All such contracts shall be subordinate to the Loan and the Loan Documents.




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5.11.
 Single Purpose Entity. Borrower has not since the date of its formation and shall not:


(a)
engage in any business or activity other than the acquisition, ownership, operation and maintenance of the Property, and activities
incidental thereto;


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


(c)
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;


(d)
own any Subsidiary or make any investment in or acquire the obligations or securities of any other Person without the consent of
Lender;


(e)
commingle its assets with the assets of any of its partner(s), members, shareholders, Affiliates, or of any other Person or transfer
any assets to any such Person other than distributions on account of equity interests in the Borrower permitted hereunder and properly
accounted for;


(f)
fail to maintain its records, books of account and bank accounts separate and apart from those of the shareholders, partners, members,
principals and Affiliates of Borrower, the Affiliates of a shareholder, partner or member of Borrower, and any other Person or fail to
prepare and maintain its own financial statements in accordance with GAAP and susceptible to audit, or if such financial statements are
consolidated fail to cause such financial statements to contain footnotes disclosing that the Property is actually owned by the Borrower;


(g)
enter into any contract or agreement with any shareholder, partner, member, principal or Affiliate of Borrower or any Guarantor
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 other than any shareholder, partner,
member, principal or Affiliate of Borrower or Guarantor, or any shareholder, partner, member, principal or Affiliate thereof;


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


(i)
fail to file its own tax returns (unless Borrower is not legally required to file its own tax returns) or to use separate contracts,
purchase orders, stationery, invoices and checks;


(j)
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 (i) to mislead others as to the entity with which such other party is transacting business, or (ii)
to suggest that Borrower is responsible for the debts of any third party (including any shareholder, partner, member, principal or Affiliate
of Borrower, or any shareholder, partner, member, principal or Affiliate thereof);




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(k)
 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;


(l)
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;


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


(n)
share any common logo with or hold itself out as or be considered as a department or division of (i) any shareholder, partner,
principal, member or Affiliate of Borrower, (ii) any Affiliate of a shareholder, partner, principal, member or Affiliate of Borrower,
or (iii) any other Person or allow any Person to identify the Borrower as a department or division of that Person, except that Borrower
may permissibly use the common logo and other marks for the Hall of Fame Village; or


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


5.12.
Transactions with Blocked Persons. Borrower has not and shall not, at any time, directly or indirectly, whether through
itself, its Affiliates or agents: (a) engage in any transaction with any Blocked Person; (b) engage in any transaction that violates federal
or state sanctions laws, such as those issued by the Office of Foreign Asset Control; (c) engage in or conspire to engage in any transaction
that evades or avoids any of the prohibitions set forth in any Subsections 5.12(a) or (b), above; or (d) fail to provide to Lender any
information requested from time to time by Lender in its sole discretion, confirming the compliance of Borrower with this section.


5.13.
Capital Expenditures. Borrower shall not make or contract to make capital expenditures in any fiscal year in excess of $200,000
in the aggregate; provided, however, that Borrower may make or incur Capital Expenditures so long as no Event of Default has occurred
and is continuing, and the making or incurrence of such Capital Expenditure(s) shall not be reasonably calculated to cause an Event of
Default.




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5.14.
 Fiscal Year/Accounting Treatment. Borrower shall not change its fiscal year for accounting or tax purposes from a period
consisting of the twelve (12) month and shall not make any change in accounting treatment and reporting practices or tax reporting treatment
except as required by GAAP or law and disclosed in writing to Lender at the address set forth in Section 10.9, below.


5.15.
Prepayment of Additional Indebtedness. Borrower shall not, without the prior written consent of Lender: (a) prepay, redeem,
defease, purchase, or otherwise acquire any of its indebtedness (other than the Loan to Lender in accordance with this Agreement); or
(b) directly or indirectly materially amend, modify, alter, increase, or change any of the terms or conditions of any agreement, instrument,
document, indenture, or other writing evidencing or concerning any of Borrower’s indebtedness permitted under this Agreement.


5.16.
Creation of Subsidiaries or Affiliates. Borrower shall not, without the prior written consent of Lender: (a) create, acquire
or permit to exist any Subsidiaries other than those existing on the Loan Closing Date; or (b) create, acquire or permit to exist any
Affiliates other than those existing on the Loan Closing Date. Notwithstanding the foregoing, the organization or existence of Affiliates
organized or incorporated by Hall of Fame Resort and Entertainment Co. shall not be deemed a violation of this Section 5.16.


5.17. Use of Proceeds.
Borrower shall not:


(a)
Use the proceeds of the Loan, whether directly or indirectly, and whether immediately, incidentally
or ultimately, (i) for any purpose other than, on and after the Loan Closing Date in accordance with the terms of this Agreement, to fund
tenant improvements (or reimbursement to Borrower of the costs thereof) in connection with the Property (except that, no Loan Proceeds
shall be used in connection with the costs incurred for the RSI Lease), or (z) on the Loan Closing Date, to pay fees and expenses
in connection therewith, or (ii) to purchase or carry “margin stock” (within the meaning of Regulation U of the Federal Reserve
Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred
for such purpose.


(b)
Use the proceeds of the Loan, whether directly or indirectly, or lend, contribute or otherwise make available such proceeds to
any Subsidiary, Affiliate, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay or authorization
of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose
of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country
or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.






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SECTION 6


CONDITIONS TO LOAN CLOSING; CONDITIONS
TO LOAN FUNDINGS; POST-CLOSING ACTIONS


 


6.1. Conditions
To Loan Closing. Lender shall have been satisfied that there is no Default or Event of Default under this Agreement or the other
Loan Documents, and there is no litigation (existing, pending or threatened) which could cause a Material Adverse Change in the
Borrower, Guarantor or the Property. The Loan Closing Date shall occur at such time as all of the conditions and requirements of
this Agreement required to be performed by Borrower or other parties have been satisfied or performed. Borrower shall furnish the
following to Lender at least ten (10) Business Days prior to the Loan Closing Date or at such time as is set forth below, all of
which must be strictly satisfactory to Lender and Lender’s counsel in their sole discretion, in form, content and
execution:


(a)
Title Policy. The Title Commitment for issuance of the Title Policy.


(b)
Survey. The Survey.


(c)
Insurance Policies. Evidence of insurance in compliance with Lender’s insurance requirements, as modified and amended
from time to time, satisfactory to Lender, as determined in its sole discretion.


(d)
Compliance with Laws. Evidence satisfactory to Lender that the Property is in compliance with all governmental, zoning and
building Laws, and ordinances and regulations (including, without limitation, requirements for parking and operation of the Property),
and that any approvals thereof required from third parties or any Governmental Authorities have been obtained. Such evidence shall include,
to the extent applicable, certificates of occupancy, copies of all letters of or grants or approvals of all zoning changes, all variances
of zoning regulations affecting the height, bulk, location or configuration of the Improvements (or evidence satisfactory to Lender that
the same are not required), all vacations of plats or of streets, alleys or other public rights-of-way, all approvals or variances relating
to parking or loading areas (both on street and off street), approval of the height, design and lighting of the Property as affecting
navigable airspace by the FAA and any similar approval required from any state agency.


(e)
Financial Statements. Current financial statements for Borrower and Guarantor in form and substance acceptable to Lender.


(f)
Management Agreement. A copy of the management agreement with the Management Company, if any, which agreement shall be assigned
by Borrower to Lender and which assignment shall be consented to by the Management Company.


(g)
Environmental Assessment; Wetlands; Flood Plain Determination. Evidence, including an environment assessment, indicating
that the Land, and the Improvements, in Lender’s sole judgment, (i) contain no Hazardous Materials and no other contamination which,
even if not so regulated, is known to pose a hazard to the health of any Person on or about the Land, (ii) is not located in a “Wetlands”
(as defined in 33 C.F.R. Section 328.3 or in any comparable state or local Law, statute, ordinances, rule or regulation) or “Flood
Plain”( as defined under the Flood Disaster Protection Act of 1973, as amended from time to time), and (iii) contains no underground
storage tanks. Lender reserves the right, at Borrower’s expense, to retain an independent consultant to review any such evidence
submitted by Borrower or to conduct its own investigation of the Land. If the Land lies within an area in which flood insurance is required
to be maintained under the Flood Disaster Protection Act of 1973, as amended from time to time, Borrower shall provide flood insurance
acceptable to Lender, as determined in its sole discretion, at a limit equal to the full value of the building


(h)
Payment of Loan Origination Fee. Payment to Lender of the Loan Fee.




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(i)
 Documents of Record. Borrower shall provide to Lender copies of all covenants, conditions, restrictions, easements and
matters of record which affect the Land.


(j)
Borrower’s and Guarantor’s Attorney’s Opinion. The opinion of Borrower’s and Guarantor’s legal
counsel that with respect to the Borrower, Guarantor, the Land, and the Property: (i) there is no existing, threatened or pending litigation
that might affect the Loan, the Land, the Property, Guarantor or the Borrower; (ii) the transactions contemplated by this Agreement do
not violate any provision of any Law, restriction or other document affecting the Borrower, Guarantor, the Land, or the Property; (iii)
the Loan Documents have been duly executed and delivered, constitute legal, valid and binding obligations of the Borrower and Guarantor,
as applicable, and are enforceable in accordance with their terms; (iv) Borrower is a validly organized and existing under the Laws of
the State of its formation and qualified to do business in the State where the Property is located, that Borrower has the legal capacity
to own, develop and operate the Land and the Property, and has the legal capacity to perform its obligations under the Loan Documents,
and that the Loan has been duly authorized by the Borrower; (v) the individuals executing the Loan Documents (and Guaranty) are properly
authorized to do so on behalf of Borrower (and Guarantor), and its respective action with respect to the Loan has been duly authorized;
and (vi) such other matters concerning the Loan, the Loan Documents, and the Land, the Property, and the Borrower, as the Lender or its
counsel may require.


(k)
Organizational Documents.


		(1)	Certified copy of the entity’s Articles of Organization/Incorporation;



		(2)	Certified copy of entity’s Operating Agreement/Bylaws/Partnership Agreement;



		(3)	Entity’s Resolutions to enter into Loan and designating the members/officers authorized to execute
all Loan Documents; and



		(4)	Full Force and Effect/Good Standing Certificate from the Secretary of State of State of Formation.



(l)
KYC Information. Borrower shall have delivered to Lender, prior to the Loan Closing Date, such reasonable documentation
(including, if applicable, a Beneficial Ownership Certification) and other information requested for purposes of compliance with applicable
“know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.


(m)
Appraisal. Lender shall have obtained (at Borrower’s cost) an Appraisal of the Property demonstrating a Loan-to-as
Stabilized value ratio of 50% or lower based on the aggregate maximum Loan Amount which Appraisal shall be satisfactory to Lender, as
determined in its sole discretion.


(n)
UCC, Tax and Judgment Searches: Lender shall have received UCC, tax and judgment lien searches on the Borrower and Guarantor.




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(o)   Estoppels:
Borrower shall have delivered to Lender tenant estoppel certificates from any future tenant leasing 6,000 or more square feet and from
Build a Bear, Visit Canton, Smoosh Cookies, and Brew Kettle.


 


(p)   SNDAs:
Borrower shall have furnished to Lender subordination, non-disturbance and attornment agreements from any future tenant leasing 6,000
or more square feet and from Build a Bear, Visit Canton, Smoosh Cookies, and Brew Kettle.


(q)   Rent
Roll: Borrower shall have provided Lender with a certified rent roll for the Property.


(r)   Leases.
Borrower shall have provided Lender with copies of all executed Leases for the Property.


(s)   Additional
Documents. Borrower shall have provided Lender such other papers and documents regarding Borrower, Guarantor, the Land or the Property
as Lender may require.


 


(t)   No
Default. There is no Default or Event of Default under this Agreement or the other Loan Documents.


(u)   Utilities;
Licenses; Permits: Evidence satisfactory to Lender that (1) all services and utilities such as water, gas, electricity and storm and
sanitary sewers required for the occupancy and operation of the Property are available for use at the Property; (2) that the storm and
sanitary sewage disposal system, and all mechanical systems serving the Property do comply with all applicable environmental, pollution
control and ecological Laws, ordinances, rules and regulations or if no storm sewer is available on the Property, Borrower shall furnish
evidence that proper disposal of rain water is assured; and (3) that all utility, parking, access (including curb cuts and highway access),
recreational and other easements and permits required or, in the Lender’s judgment, necessary for use of the Property have been
granted or issued and are in good standing and unencumbered.


 


(v)   Documents
of Record. Borrower shall provide to Lender copies of all covenants, conditions, restrictions, easements and matters of record which
affect the Property.


 


(w)   Equity.
Borrower shall have delivered to Lender evidence that it has contributed the Equity Contribution.


Notwithstanding the foregoing
or anything to the contrary contained herein or in any other Loan Document, to the extent that Lender may have acquiesced in noncompliance
with any requirements precedent to the Loan Closing Date, or precedent to any subsequent Disbursement of Loan Proceeds, such acquiescence
shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower to comply with all such requirements
prior to any additional Disbursement.







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6.2.   Conditions
to Funding Loan Proceeds; Draw Procedure and Use of Loan Proceeds.


(a)   Loan
Proceeds. No Loan Proceeds shall be disbursed as of the date hereof. Unless Lender otherwise consents in writing, Loan Proceeds shall
be used solely to contribute to the costs of tenant build outs in the Project. Notwithstanding anything to the contrary contained herein,
the amount of Loan Proceeds available to be disbursed shall not exceed an amount equal to 50% of the Loan to Stabilized value. Borrower
may qualify for Loan Proceeds in tranches, subject to the draw procedures set forth in subsection 6.2(b) below, as follows: As long as
(i) no Event of Default has occurred and is continuing hereunder, (ii) the Equity Contribution has been contributed to the Project, and
(iii) all of the Twain Proceeds have been distributed to Borrower, then:


(X)    Upon
the Project achieving a Debt Service Coverage Ratio (Tranche Funding) of no less than 1.15:1.00 Borrower shall have the right to request
up to $4,000,000.00 in Loan Proceeds. As used herein:


(1)   “Debt
Service Coverage Ratio (Tranche Funding)” shall mean the ratio of NOI (Tranche Funding) to Debt Service.


(2)   “NOI
(Tranche Funding)” Means, for any period measured, the difference between: (a) income and reimbursements from executed Leases
(that are not then-in default), but excluding items the Lender reasonably determines are non-recurring in nature; and (b) the operating
expenses for the Property as reflected in the most-recent as-stabilized Appraisal (annualized, if tested quarterly or semi-annually),
including rents under the Ground Lease, but excluding expenses for replacement reserves, and assuming: (i) a property management fee of
3%, and (ii) real estate tax expense of $313,000 (as adjusted by Lender, in its reasonable discretion).


(Y)    Upon
the Project achieving a Debt Service Coverage Ratio (Tranche Funding) of no less than 1.30:1.00 Borrower shall have the right to request
additional Loan Proceeds of up to $6,000,000.00 for a total combined disbursement of no more than $10,000,000.00 in Loan Proceeds.


(b) Draw Procedure
and Use of Loan Proceeds. All requests for Disbursements shall be submitted on the Lender’s form of “Borrower’s
Certificate for Payment” in the form of Exhibit E attached hereto, along with a completed Soft and Hard Cost Requisition
in the form of Exhibit G attached hereto, both signed by the Borrower stating, among other things, the amount of Loan Proceeds
requested for each line item shown on the budget for the particular tenant build out, the amount previously disbursed for each such line
item, and the remaining balance of Loan Proceeds (collectively a “Request for Disbursement”). Each Request for Disbursement
shall be accompanied by: (a) the Borrower’s affidavit, certifying the amount of all outstanding balances due but unpaid for work
in place for the Project, (b) invoices from the all contractors providing services and any other supporting documentation as required
by the Title Agent in order to issue a down date endorsement, and (c) unconditional lien waivers from all contractors in the sum to be
received by each such contractor, all to be in form and substance satisfactory to Lender and the Title Agent. Each Request for Disbursement
must be received by the Lender on or before a date which is at least ten (10) days prior to the date upon which the requested Disbursement
is to be made, excluding the date of receipt by the Lender; provided, however, that draw requests shall occur no more often than monthly.
In addition to the above Borrower shall also provide the following for each Request for Disbursement:


		(i)	A date down endorsement to the Title Policy issued to Lender
covering the date of disbursement and showing the Mortgage as a first, prior and paramount lien on the leasehold title to the Project
subject only to the Permitted Exceptions and real estate taxes that have accrued but are not yet due and payable and particularly that
nothing has intervened to affect the validity or priority of the Mortgage.







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		(ii)	If requested by Lender, copies of all construction contracts
(including subcontracts).





		(iii)	All required permits.



		(iv)	Satisfactory evidence that all Government Approvals have been
obtained for development of the Project.



		(v)	Lender reserves the right to receive a satisfactory report
from Lender’s Inspecting Agent, indicating that the items for which payment has been requested have been performed at or incorporated
into the Project. The cost of this inspection shall be paid directly by Borrower.



		(vi)	Such other instruments, documents and information as Lender
or the Title Insurer may reasonably request.



6.3.   Post-Closing
Actions. Borrower has requested that Lender defer certain conditions precedent to the closing of the Loan, and Lender is willing to
do so on the terms and subject to the conditions of the Post-Closing Exhibit F. In the event of any conflict between the
closing conditions outlined in Section 6.1, above, and the Post-Closing Exhibit F, the terms of the Post-Closing Exhibit F shall control.
Borrower and Lender may modify the Post-Closing Exhibit F, from time to time, by executing a supplement using the form included therewith.


SECTION 7


CASUALTIES AND CONDEMNATION


 


7.1.
Notice. In case of the occurrence of any loss or damage to all or any portion of the Property resulting from fire, vandalism,
malicious mischief or any other casualty or physical harm (a “Casualty”), or any exercise of the power of condemnation
or eminent domain (a “Taking”), of the Property, or any part thereof, or any interest therein or right accruing thereto,
Borrower shall promptly give to Lender written notice generally describing the nature and extent of such Casualty or Taking. So long as
Borrower is not in Default, Borrower may adjust, settle and compromise any such insurance policy or any proposed condemnation award, but
in any event, no final adjustment, compromise or settlement of any insurance claim or condemnation award shall be entered into without
the prior written approval of Lender as to such settlement, adjustment or compromise thereof, and Borrower shall deposit with Lender all
proceeds from any insurance policies (“Proceeds”) and all awards from any Taking (“Awards”). Lender
may appear in any such proceedings and negotiations and Borrower shall promptly deliver to Lender copies of all notices and pleadings
in any such proceedings. Borrower will in good faith, file and prosecute all claims necessary for any award or payment resulting from
such damage, destruction or taking. Borrower shall reimburse Lender for all costs and expenses incurred by Lender in exercising its rights
under this section and such costs shall constitute indebtedness secured by the Mortgage and other Loan Documents. Upon a Default, Borrower hereby
authorizes Lender, at Lender’s option, to adjust, settle, compromise and collect any Proceeds under any insurance with respect to
the Property which is kept, or caused to be kept, by Borrower, and any Awards pursuant to any Taking, and hereby irrevocably appoints
Lender as its attorney in fact, coupled with an interest, for such purposes.




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7.2.
Application of Insurance Proceeds and Condemnation Awards.


(a)
Upon a Casualty (as defined in Section 7.1 above), or a Taking (as defined in Section 7.1 above), Lender may elect to apply as
a Loan prepayment, all Proceeds of any insurance policies collected or claimed as a result of such Casualty and all Awards resulting from
such Taking after deduction of all expenses of collection and settlement, including attorney’s and adjusters’ fees and charges.
Any Proceeds or Awards remaining after payment in full of the Loan and all other sums due Lender hereunder shall be paid by Lender to
Borrower without any allowance for interest thereon.


(b)
Notwithstanding the provisions of Section 7.2(a) above, or anything to the contrary contained herein, as long as (i) no Event of
Default has occurred and is continuing hereunder, (ii) the Proceeds or Awards, as the case may be, are sufficient to rebuild the Property
or, if they are insufficient, as determined by Lender in its sole discretion, Borrower provides Lender with additional funds necessary,
as determined in Lender’s sole discretion, to rebuild the Property (the “Additional Funds”), (iii) construction
can be completed not less than three (3) months prior to the Initial Maturity Date or Extended Maturity Date, as the case may be, and
(iv) after completion of the construction, the loan to value ratio of the Property is satisfactory to Lender, as determined in Lender’s
sole discretion, then the Proceeds or Awards, as the case may be, may, at Borrower’s request, be applied towards reconstruction
of the Property, which Proceeds or Awards or Additional Funds shall be deposited with Lender and disbursed pursuant the Lender’s
disbursement provisions for construction loans of Lender, as those are amended from time to time, or as otherwise prescribed by Lender.
To the extent Borrower deposits Additional Funds with Lender, Borrower hereby pledges to Lender as collateral for the Loan all Additional
Funds.


(c)
In the event Lender does not apply the Proceeds or Awards to prepayment of the Loan as provided for in Section 7.2(a) or Lender
does not have the right to apply the Proceeds or Awards pursuant to Section 7.2(b) to prepayment of the Loan, or, in the event such Proceeds
or Awards, if applied, do not fully discharge the Loan, Borrower will:


		(i)	Proceed with diligence to make settlement (which shall be subject to the prior written approval of Lender)
with insurers or with condemning authorities and cause the Proceeds or Awards to be deposited with Lender, unless Lender shall elect to
make such settlement without the consent of Borrower.



		(ii)	In the event of any delay in making settlement with insurers or effecting collection of Proceeds or Awards,
that Lender determines to be unreasonable, Borrower shall deposit with Lender the full amount required to complete construction and restoration,
disregarding such Proceeds or Awards.



		(iii)	Promptly proceed with construction and restoration of the Property, including the repair of all such loss
or damage.










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All Proceeds, Awards and Additional Funds deposited
by Borrower hereunder shall first be fully disbursed before disbursement of any further Loan Proceeds. Borrower shall not be entitled
to any payment of or credit for interest on such Proceeds, Awards and Additional Funds. In the event of deposit by Borrower of the full
amount required to complete construction of the Property, as aforesaid, upon the subsequent receipt of Proceeds or Awards, such Proceeds
or Awards, as and when received, may be collected and retained by Borrower.


(d)
Lender shall not be obligated to see to the proper application of any of the Proceeds nor shall the amount so released or used
be deemed a payment on any indebtedness evidenced by the Note or secured by any of the Loan Documents. In the event of foreclosure of
the Mortgage or other transfer of title in lieu of foreclosure, all right, title and interest of Lender, in and to any insurance policies
then in force shall pass to the purchaser or Lender, as the case may be.


(e)
All proceeds of use and occupancy or rental value insurance shall be paid to Lender for the purposes of paying, in the following
order: (i) insurance premiums payable with respect to any insurance required to be carried by Borrower hereunder; (ii) taxes, assessments
and charges payable by Borrower under any of the Loan Documents; and (iii) all amounts payable on the Note, together with any and all
other amounts evidenced or secured by any of the Loan Documents, and to the extent that such insurance proceeds are available to pay the
items listed in clauses (i), (ii) and (iii), Lender shall pay such items for the account of Borrower. All such insurance proceeds not
deemed necessary, in Lender’s sole opinion, to pay (or establish reserves for the payment of) the above items shall be paid over
to Borrower.


(f)
Upon failure on the part of Borrower promptly to commence or continue the repair or restoration of the Property after settlement
of any claim with the insurer, Lender shall have the right to apply such Proceeds to the payment of any indebtedness secured by the Loan
Documents, and resort to such other remedies available to Lender hereunder; provided, however, that nothing herein contained shall prevent
Lender from applying at any time the whole or any part of such insurance Proceeds to the curing of any Event of Default hereunder.


SECTION 8

DEFAULTS BY BORROWER


The occurrence of any one
or more of the following shall constitute an “Event of Default” hereunder, and any Event of Default which may occur
hereunder shall constitute an Event of Default under each of the other Loan Documents:


(a)
A failure by Borrower to make any payment on the Note when and as the same becomes due or within any applicable grace period or
failure to pay any other amount when due under this Agreement, or any other Loan Document.


(b)
The failure of Borrower to observe or perform any of the covenants (other than any payment on the Note or under this Agreement),
contained in this Agreement or any of the other Loan Documents.




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(c)
 The occurrence of a Prohibited Transfer.


(d)
The existence of any collusion, fraud, dishonesty or bad faith by or with the acquiescence of Borrower, which in any way relates
to or affects the Loan or the Property.


(e)
If, at any time, any representation, statement, report or certificate made now or hereafter by Borrower or any Guarantor untrue
or correct in any material way, or if at any time any material statement or representation made in the Loan application or any supporting
materials submitted to Lender for this Loan is not true and correct.


(f)
If all or a substantial part of the assets of Borrower or Guarantor are attached, seized, subjected to a writ or distress warrant,
or are levied upon.


(g)
If Borrower is enjoined or restrained or in any way prevented by court or administrative order from performing any of its obligations
hereunder or under the other Loan Documents or conducting all or a substantial part of its business affairs.


(h)
If Borrower or Guarantor:


		(i)	Shall file a voluntary petition in bankruptcy or for arrangement, reorganization or other relief under
any chapter of the federal bankruptcy code of any similar Law, now or hereafter in effect;



		(ii)	Shall file an answer or other pleading in any proceedings admitting insolvency, bankruptcy, or inability
to pay its debts as they mature;



		(iii)	The filing against it of any involuntary proceedings under the federal bankruptcy code or similar Law,
now or hereafter in effect;



		(iv)	Have an order issued appointing a receiver, trustee or liquidator for it or for all or a major part of
its property or the Land;



		(v)	Shall be adjudicated bankrupt;



		(vi)	Shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its
debts generally as they become due or shall consent to the appointment of a receiver or trustee or liquidator of all or the major part
of its property, or the Land; or



		(vii)	Shall for any reason cease to exist/or cease operating its business.



(i)
One or more final, unappealable judgments for the payment of money are entered: (i) against Borrower in amounts aggregating in
excess of $50,000 or (ii) against any Guarantor in amounts aggregating in excess of $50,000.


(j)
If Borrower or any Guarantor is in default under any agreement with Lender and such failure or default continues after any applicable
grace period specified in the instrument or agreement relating thereto.




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(k)
 The occurrence of any other event or circumstance denominated as an Event of Default herein or under any of the other Loan Documents
and the expiration of any applicable grace or cure periods, if any, specified for such Event of Default herein or therein, as the case
may be.


(l)
The death or incapacity of Guarantor, and a replacement guarantor, satisfactory to Lender, as determined in Lender’s sole
discretion, is not provided within ninety (90 ) days of such death or incapacity.


(m)
Lender reasonably determines that a material adverse change has occurred with respect to: (i) Borrower’s financial condition,
results of operations, business or prospects; (ii) Borrower’s ability to pay the Loan in accordance with the terms thereof; or (iii)
the value of the Collateral, or the priority of Lender’s lien on any Collateral.


(n)
Borrower fails to comply with or to perform any term, obligation, covenant or condition contained in or the occurrence or existence
of any event of default, termination event or other similar event under or with respect to any Hedging Contract.


(o)
Borrower fails to furnish the information in the form and substance required by Section 4.2, above, in the requisite time periods
denoted therein.


(p)
The failure of Guarantor to observe or perform any of the covenants contained in the Guaranty or any of the other Loan Documents
that Guarantor is a party to and such failure is not cured within any applicable grace period.


(q)
Any action at law, suit in equity, or other legal proceeding to amend, cancel, revoke or rescind any Loan Document shall be commenced
by or on behalf of Borrower, or any other Person bound by any Loan Document, or by any court or any other governmental or regulatory authority
or agency of competent jurisdiction; or any court or any other governmental or regulatory authority or agency of competent jurisdiction
shall make a determination that, or shall issue a judgment, order, decree, or ruling to the effect that, any one or more of the material
covenants, agreements, or obligations of Borrower under any one or more of the Loan Documents are illegal, invalid or unenforceable in
accordance with the terms thereof.


(r)
The failure at any time of the Mortgage to be a valid first lien upon the leasehold title to the Property or any portion thereof,
other than as a result of any release or reconveyance of the Security Instrument with respect to all or any portion of the Property pursuant
to the terms and conditions of this Agreement.


(s)
Borrower fails to perform any of the Post-Closing Actions by the applicable deadline specified in the Post-Closing Exhibit F.


(t) The Ground Lease
is terminated for any reason unless a new or replacement lease on the same terms is entered into between Borrower or Lender on the one
hand and the owner of the fee simple estate for the Property on the other hand.






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SECTION 9


LENDER’S REMEDIES UPON DEFAULT


 


9.1.
Remedies Conferred Upon Lender. Upon the occurrence of any Event of Default, Lender, in addition to all remedies conferred
upon Lender by Law and by the terms of the Note, the Mortgage and the other Loan Documents, may pursue any one or more of the following
remedies concurrently or successively, it being the intent hereof that none of such remedies shall be to the exclusion of any others:


(a)
Declare the Note to be due and payable forthwith, without presentment, demand, protest or other notice or action of any kind, all
of which are hereby expressly waived.


(b)
In addition to any rights of set off that Lender may have under applicable Law, Lender may, without notice of any kind to Borrower,
appropriate and apply to the payment of the Note or of any sums due under this Agreement, any and all balances, deposits, credits, accounts,
certificates of deposit, instruments or money of Borrower then or thereafter in the possession of Lender, or its Affiliates. Borrower
hereby irrevocably authorizes and directs Lender from time to time to charge Borrower’s accounts and deposits with Lender (or its
Affiliates), and to pay over to Lender an amount equal to any amounts from time to time due and payable to Lender hereunder, under the
Note or under any other Loan Document. Borrower hereby grants to Lender a security interest in and to all such accounts and deposits maintained
by the Borrower with Lender (or its Affiliates).


(c)
Exercise or pursue any other remedy or cause of action permitted at Law or at equity or under this Agreement or any other Loan
Document, including but not limited to foreclosure of the Mortgage and enforcement of all Loan Documents.


(d)
Have the Property appraised, at Borrower’s cost.


(e)
Cause an environmental assessment to be conducted on the Property, at Borrower’s cost.


9.2.
Right of Lender to Make Advances to Cure Defaults. In the event that Borrower shall fail to perform any of its covenants
or agreements herein or in any of the other Loan Documents contained, Lender may (but shall not be required to) perform any of such covenants
and agreements, and any amounts so expended by Lender shall be deemed advanced by Lender under an obligation to do so regardless of the
identity of the Person or Persons to whom said funds are disbursed. Loan Proceeds advanced by Lender in the exercise of its judgment that
the same are needed to complete the Property, to protect its security for the Loan are obligatory advances hereunder and shall constitute
additional indebtedness payable on demand which is evidenced and secured by the Loan Documents.


9.3. No Waiver.
No failure by Lender to exercise, or delay by Lender in exercising, any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof,
or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement and in the Loan Documents
are cumulative and not exclusive of each other or of any right or remedy provided by law or equity. No notice to or demand on Borrower
in any case shall, in itself entitle Borrower to any other or further notice or demand in similar or other circumstances or constitute
a waiver of the rights of Lender to any other or further action in any circumstances without notice or demand. Lender may from time to
time in its discretion grant waivers or consents in respect of this Agreement or the other Loan Documents for Defaults, Events of Default
or other provisions of this Agreement and/or the other Loan Documents, or may assent to amendments hereof or thereof, but no such waiver,
consent, or amendment shall be binding upon Lender unless set forth in a writing (which writing shall be narrowly construed) signed by
Lender. Furthermore, Lender may, in its sole discretion, accept a cure of any Default or Event of Default after the commencement of any
Lender remedies, but any such acceptance shall not be binding upon Lender unless set forth in a writing (which writing shall be narrowly
construed) signed by Lender. Without limiting the generality of the foregoing, neither Lender’s acceptance of one or more late
payments or charges nor Lender’s acceptance of interest on overdue amounts at the respective rates applicable thereto shall constitute
a waiver of any right of Lender.



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9.4.
Availability of Remedies. All of the remedies set forth herein, in the other Loan Documents and/or provided by Law or equity
shall be equally available to Lender, and the choice by Lender of one (1) such alternative over another shall not be subject to question
or challenge by Borrower or any other person, nor shall any such choice be asserted as a defense, set off, or failure to mitigate damages
in any action, proceeding, or counteraction by Lender to recover or seeking any other remedy under this Agreement or any of the Loan Documents,
nor shall such choice preclude Lender from subsequently electing to exercise a different remedy, except as otherwise provided by Law.
The parties have agreed to the alternative remedies hereof specified in part because they recognize that the choice of remedies in the
event of a failure hereunder will necessarily be and should properly be a matter of business judgment, which the passage of time and events
may or may not prove to have been the best choice to maximize recovery by Lender at the lowest cost to Borrower. It is the intention of
the parties that such choice by Lender be given conclusive effect regardless of such subsequent developments. At any sale of the security
or collateral for the Loan or any part thereof whether by foreclosure or otherwise, Lender may in its discretion purchase all or any part
of such collateral so sold or offered for sale for its own account and may apply against the balance due Lender pursuant to the terms
of the Note the amount bid therefore.


SECTION 10

MISCELLANEOUS


10.1.
Time Is of the Essence. Lender and Borrower agree that time is of the essence of all of Borrower’s covenants under
this Agreement.


10.2. Prior
Agreements. This Agreement and the other Loan Documents, and any other documents or instruments executed pursuant thereto or
contemplated thereby, shall represent the entire, integrated agreement between the parties hereto with respect to the Loan and shall
supersede all prior negotiations, representations, or term sheets or commitment letters, if any or agreements pertaining thereto,
either oral or written. This Agreement and any provision hereof shall not be modified, amended, waived or discharged in any manner
other than by a written amendment executed by all parties to this Agreement. An action on the part of the Lender waiving a specific
provision or requirement herein contained, shall not be construed to be a waiver of future application of such provision or
requirement or a waiver of any other provision or requirement hereunder.


10.3.
Indemnification. To the fullest extent permitted by Law, Borrower hereby agrees to protect, indemnify, defend and save harmless,
Lender and its directors, officers, agents and employees from and against any and all liability, expense or damage of any kind or nature
and from any suits, claims, or demands, including legal fees and expenses, arising out of this Agreement or in connection herewith, except
to the extent such suit, claim or damage is caused by the gross negligence or willful misconduct of Lender. This obligation on the part
of Borrower shall survive the closing of the Loan, the repayment thereof and any cancellation of this Agreement.






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10.4.
Captions. The captions and headings of various sections of this Agreement and exhibits pertaining hereto are for convenience
only and not to be considered as defining or limiting in any way the scope or intent of the provisions hereof.


10.5.
Inconsistent Terms and Partial Invalidity. In the event of any inconsistency among the terms hereof (including incorporated
terms), or between such terms and the terms of any other Loan Document, this Agreement shall be controlling. If any provision of this
Agreement, or any paragraph, sentence, clause, phrase, or word, or the application thereof, in any circumstances, is adjudicated by a
court of competent jurisdiction to be invalid, the validity of the remainder of this Agreement shall be construed as if such invalid part
were never included herein.


10.6.
Gender and Number. Any word herein which is expressed in the masculine or neuter gender shall be deemed to include the masculine,
feminine and neuter genders. Any word herein which is expressed in the singular or plural number shall be deemed, whenever appropriate
in the context, to include the singular and plural.


10.7.
Definitions Included in Amendments. Definitions contained in this Agreement which identify documents, including, without
limitation, the Loan Documents, shall be deemed to include all written amendments and supplements to such documents from the date hereof,
and all future written amendments and supplements thereto entered into from time to time to satisfy the requirements of this Agreement
or otherwise with the consent of the Lender. Reference to this Agreement contained in any of the foregoing documents shall be deemed to
include all written amendments and supplements to this Agreement.


10.8.
WAIVER OF JURY TRIAL. THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THERE MAY BE A CONSTITUTIONAL RIGHT TO A JURY
TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR LAWSUIT ARISING BETWEEN OR AMONG THEM, BUT THAT SUCH RIGHT MAY BE WAIVED. ACCORDINGLY,
THE PARTIES AGREE THAT, NOTWITHSTANDING SUCH CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER, THE PARTIES BELIEVE AND AGREE THAT IT SHALL
BE IN THEIR BEST INTERESTS TO WAIVE SUCH RIGHT, AND, ACCORDINGLY, HEREBY WAIVE SUCH RIGHT TO A JURY TRIAL, AND FURTHER AGREE THAT THE
BEST FORUM FOR HEARING ANY CLAIM, DISPUTE, OR LAWSUIT, IF ANY, ARISING IN CONNECTION WITH THIS AGREEMENT, THE LOAN DOCUMENTS, OR THE RELATIONSHIP
AMONG THE PARTIES HERETO, IN EACH CASE WHETHER NOW EXISTING
OR HEREAFTER ARISING, OR WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE, SHALL BE A COURT OF COMPETENT JURISDICTION SITTING WITHOUT
A JURY.




    41


     


    




10.9.
Notices. Except for service of process as set forth in Section 10.10 below, any notice required under applicable Law to
be given in another manner, any notice, demand, request or other communication which any party hereto may be required or may desire to
give hereunder shall be in writing and shall be deemed to have been properly given (i) if hand delivered or if sent by telecopy, effective
upon receipt or (ii) if delivered by overnight courier service, effective upon receipt, or (iii) if mailed by United States registered
or certified mail, postage prepaid, return receipt requested, effective upon receipt, or rejection or refusal; addressed in each case
as follows:


 





	 	If to Borrower:	2014 Champions Gateway
	 	 	Canton, OH 44078
	 	 	Attention: Michael Crawford, Chief Executive Officer
	 	 	 
	 	With a copy to:	Walter Haverfield LLP
	 	 	1301 E. Ninth St., Suite 3500
	 	 	Cleveland, Ohio 44114
	 	 	Attention: Nick Catanzarite
	 	 	 
	 	With a copy to:	Guarantor: Stuart Lichter
	 	 	Guarantor: Stuart Lichter, Trustee
	 	 	c/o IRG Realty Advisors, LLC
	 	 	4020 Kinross Lakes Parkway, Suite 200
	 	 	Richfield, Ohio 44286
	 	 	 
	 	And:	Walter Haverfield LLP
	 	 	1301 E. Ninth St., Suite 3500
	 	 	Cleveland, Ohio 44114
	 	 	Attention: Ed Hurtuk.
	 	 	 
	 	And:	Fainsbert Mase Brown & Sussman, LLP
	 	 	11111 Santa Monica Boulevard, Suite 810
	 	 	Los Angeles, California 90025
	 	 	Attn: Dean E. Sussman
	 	 	 
	 	If to Lender:	The Huntington National Bank
	 	 	200 Public Square (CM 17)
	 	 	Cleveland, Ohio 44114
	 	 	Attention: Commercial Real Estate
	 	 	 
	 	With a copy to:	Thompson Hine LLP
	 	 	3900 Key Center
	 	 	127 Public Square
	 	 	Cleveland, Ohio 44114
	 	 	Attention: William R. Weir


 




or at such other address or to such other
addressee as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.



    42


     


    




10.10.
Service of Process. BORROWER FURTHER AGREES AND CONSENTS THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED
FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY PROCEEDING MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED,
DIRECTED TO BORROWER AT THE ADDRESS INDICATED ABOVE, AND SERVICE SO MADE SHALL BE COMPLETE UPON RECEIPT; EXCEPT THAT IF BORROWER
SHALL REFUSE TO ACCEPT DELIVERY, SERVICE SHALL BE DEEMED COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.


10.11.
Governing Law and Jurisdiction. This Agreement has been delivered to and accepted by the Lender and will be deemed to be
made in the State of Ohio. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF OHIO, EXCLUDING ITS CONFLICT OF LAWS RULES. The Borrower hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court in the county or judicial district in Cuyahoga County, Ohio; provided that nothing contained
in this Agreement will prevent the Lender from bringing any action, enforcing any award or judgment or exercising any rights against the
Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or
domestic jurisdiction. The Lender and the Borrower agree that the venue provided above is the most convenient forum for both the Lender
and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted
under this Agreement.


10.12.
Waiver of Damages. In no event shall Lender be liable to Borrower for punitive, exemplary or consequential damages, including,
without limitation, lost profits, whatever the nature of a breach by Lender of its obligations under this Agreement or any of the Loan
Documents, and Borrower for itself and its Guarantors waive all claims for punitive, exemplary or consequential damages.


10.13.
Important Information About Procedures Required by the USA Patriot Act. To help the government fight the funding of terrorism
and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies
each entity or person who opens an account or establishes a relationship with Lender.


What this means:
When an entity or person opens an account or establishes a relationship with Lender, Lender may ask for the name, address, date of birth,
and other information that will allow the Lender to identify the entity or person who opens an account or establishes a relationship with
Lender. Lender may also ask to see identifying documents for the entity or person.




    43


     


    

 


10.14.
 Preservation of Rights. No delay or omission on the Lender’s part to exercise any right or power arising hereunder
will impair any such right or power or be considered a waiver of any such right or power, nor will the Lender s action or inaction impair
any such right or power. The Lender’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies
which the Lender may have under other agreements, at law or in equity.


10.15.
Counterparts. This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts,
but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement
by facsimile transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement by
facsimile transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the
validity of the counterpart executed by facsimile transmission.


10.16.
Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Borrower and the Lender and
their respective heirs, executors, administrators, successors and assigns; provided, however, that the Borrower may not
assign this Agreement in whole or in part without the Lender’s prior written consent and the Lender at any time may assign this
Agreement in whole or in part.


10.17.
Assignments and Participations. At any time, without any notice to the Borrower, the Lender may sell, assign, transfer,
negotiate, grant participations in, or otherwise dispose of all or any part of the Lender’s interest in the Loan. The Borrower hereby
authorizes the Lender to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining
to the Borrower’s financial condition, business operations or general creditworthiness, to any Person which may succeed to or participate
in all or any part of the Lender’s interest in the Loan, or which is considering doing so.


10.18.
Waiver of Marshalling of Assets. TO THE GREATEST EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE
MARSHALLING OF ASSETS BY LENDER.


10.19.
Further Assurances. Borrower covenants and agrees to execute any and all other documents required by Lender in connection
with this Agreement required to perfect Lender’s security interest(s) in the Collateral or to otherwise comply with and effectuate
the terms of the Loan Documents.


10.20. Lender’s
Action for Its Own Protection Only. The authority herein conferred upon Lender, and any action taken by Lender, including, without
limitation, actions to inspect the Property, to procure waivers or sworn statements, to approve contracts, and to approve Plans and Specifications,
will be exercised and taken by Lender, the Inspecting Agent, and by Lender’s other advisors or representatives for their own protection
only and may not be relied upon by Borrower or any other Person for any purposes whatever. Neither Lender, the Inspecting Agent nor any
other advisor or representative of Lender shall be deemed to have assumed any responsibility to Borrower or any other Person with respect
to any such action herein authorized or taken by Lender or any other advisor or representative of Lender or with respect to the proper
construction of improvements on the Property, performance of contracts, subcontracts or purchase orders by any contractor, subcontractor
or material supplier, or prevention of mechanics’ liens from being claimed or asserted against any of the Property. Any review,
investigation or inspection conducted by Lender, the Inspecting Agent or any other architectural or engineering consultants retained
by Lender or any agent or representative of Lender in order to verify independently Borrower’s satisfaction of any conditions precedent
to Loan disbursements under this Agreement, Borrower’s performance of any of the covenants, agreements and obligations of Borrower
under this Agreement, or the validity of any representations and warranties made by Borrower hereunder (regardless of whether or not
the party conducting such review, investigation or inspection should have discovered that any of such conditions precedent were not satisfied
or that any such covenants, agreements or obligations were not performed or that any such representations or warranties were not true),
shall not affect (or constitute a waiver by Lender of) (i) any of Borrower’s representations and warranties under this Agreement
or Lender’s reliance thereon or (ii) Lender’s reliance upon any certifications of Borrower or the Architect required under
this Agreement or any other facts, information or reports furnished Lender by Borrower hereunder.



    44


     


    




10.21.
Operation of Property. As long as any portion of the Loan remains outstanding, the Property shall be operated in a commercially
reasonable manner.


10.22.
Proceeds of Collateral. Any proceeds of collateral received by Lender after an Event of Default has occurred and is continuing,
shall be applied: first, to pay any fees, indemnities, protective advances, or expense reimbursements including amounts then due
to the Lender from Borrower or any Guarantor (including any Hedging Contracts, but excluding any prepayment fee or termination fee under
a Hedging Contract), second, to pay any fees or expense reimbursements then due to Lender under this Agreement or any Loan Document
from Borrower or any Guarantor (including any Hedging Contracts, but excluding any prepayment fee or termination fee under a Hedging Contract),
third, to pay interest then due and payable on the Loan, ratably to the Lender in, and interest then due and payable under any
Hedging Contracts, and fourth to repay all principal due under the Loan to the Lender, and payment of all amounts due and owing with respect
to any Hedging Contracts, including any prepayment fees or termination fees under a Hedging Contract (but excluding scheduled interest
payments allocated pursuant to clause third, above). Notwithstanding the foregoing, amounts received from Borrower or any Guarantor
that is not an “eligible contract participant” under the Commodity Exchange Act shall not be applied to any Excluded Swap
Obligations (it being understood, that in the event that any amount is applied to Indebtedness other than Excluded Swap Obligations as
a result of this clause, Lender shall make such adjustments as it determines are appropriate to distributions pursuant to the clauses
above from amounts received from “eligible contract participants” under the Commodity Exchange Act to ensure, as nearly as
possible, that the proportional aggregate recoveries with respect to Indebtedness described in the clauses above by the holders of any
Excluded Swap Obligations are the same as the proportional aggregate recoveries with respect to other Indebtedness pursuant to the clauses
above).


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK—


SIGNATURE PAGES TO IMMEDIATELY FOLLOW]


 




    45


     


    

 


IN WITNESS WHEREOF, the
Parties have caused this Agreement to be executed as of the Loan Closing Date.


	 	BORROWER:
	 	 
	 	HOF VILLAGE RETAIL I, LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By:	/s/ Michael Crawford
	 	 	Michael Crawford
	 	 	President and Chief Executive Officer
	 	 	 
	 	HOF VILLAGE RETAIL II, LLC, a Delaware
	 	limited liability company
	 	 	 
	 	By:	/s/ Michael Crawford
	 	 	Michael Crawford
	 	 	President and Chief Executive Officer



 


Signature Page 1 of 2 to


Loan Agreement


 










     


     


    

 


	 	LENDER:
	 	 
	 	The Huntington National Bank, a national banking association
	 	 
	 	By: 	/s/ Julie L. Felske
	 	Name: 	Julie L. Felske
	 	Title: 	Assistant Vice President



 


Signature Page 2 of 2 to


Loan Agreement


 













     


     


    

 


Exhibit A


(Legal Description)


PARCEL NO. 1 (Fee Simple)


Situated in the City of Canton, Stark County, State of Ohio:


Being all of O.L. 14 78 on that certain HOF Village Replat recorded
as Instrument Number 202203250013418 of the Stark County, Ohio Records, containing 4.8514 acres, more or less.


PARCEL NO. 2 (Fee Simple)


Situated in the City of Canton, Stark County, State of Ohio:


And known as all of Lot 43481 on that certain HOF Village Replat
recorded as Instrument Number 202203250013418 of the Stark County, Ohio Records, containing .9115 acres, more or less.


PARCEL NO. 3 (Easement)


Non-exclusive easements for access and utilities contained in the
Reciprocal Easement and Restrictive Covenant Agreement for the HOF Village Complex, filed for record March 11, 2016 in Instrument No.
201603110009295, of the Stark County, Ohio Records and amended in the First Amendment to Reciprocal Easement and Restrictive Covenant
Agreement, filed for record July 20, 2022 in Instrument No. 202207200030836 of the Stark County, Ohio Records.




    A-1


     


    

 


Exhibit B


(Permitted Exceptions)


1.   Taxes and assessments, which
are a lien, but not yet due and payable.


 


 2. Those certain exceptions set forth in Schedule B-2 of that certain Loan Policy of Title Insurance issued to Lender by Chicago Title Insurance Company.




 




    B-1


     


    

 


Exhibit C


(Survey Certification)


To (name of insured, if
known), The Huntington National Bank, a national banking association, its successors and/or assigns, (name of insurer, if known), (names
of others as negotiated with the client):


This is to certify that this map or plat and
the survey on which it is based were made in accordance with the 2016 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys,
jointly established and adopted by ALTA and NSPS, and includes Items 1, 2, 3, 4, 6(b), 7(b), 8, 9, 11, 13, 14, 16 and 19 of Table A thereof.
The fieldwork was completed on ____________.


 


Date of Plat or Map: __________________


 


Surveyor’s signature, printed name and seal with Registration/License
Number.


Table A Items:


		1.	Monuments placed at or found in close proximity to all major corners of the property.



 


		2.	Addresses of the surveyed property if disclosed by recorded documents, observed, or provided to the surveyor.



 


		3.	Flood zone classifications.



 


		4.	Gross land areas



 


		6.b.	Current zoning classification, identify setback, height and floor space restrictions.



 


		7.b.	Square footage of exterior footprint of all buildings at ground level.



 


		8.	Substantial features observed in the process of conducting the survey.



 


		9.	Number, striping and type of clearly identifiable parking spaces on surface parking areas, lots and in parking structures.



 


		11.	Location of utilities existing on or serving the surveyed property.



 


		13.	Names of adjoining owners of record.



 


		14.	Distance to nearest intersecting street.



 


		16.	Evidence of recent earthmoving work, building construction, or building additions observed in the process of conducting the field
work.



 


		19.	Plottable off-site (i.e. appurtenant) easements or servitudes.



 




    C-1


     


    

 


Exhibit D


(Title Insurance Requirements)


A commitment (the “Title
Commitment”) for issuance of an ALTA Loan Policy of Title Insurance, Form 2006 (the “Title Policy”), issued
by the Title Insurer to Lender, in the Loan Amount, insuring the Mortgage to be a valid first, prior and paramount mortgage lien upon
the fee title to the Land and the Property, and a valid first lien upon any easement in favor of the Land which provides access to the
Land for ingress and egress and/or for utilities, to the extent of funded by Disbursements of the Loan, subject only to the Permitted
Exceptions and with all so-called “standard” exceptions deleted. The Title Commitment shall (i) contain a so-called “Comprehensive
Endorsement”; (ii) contain an endorsement affirmatively insuring the priority of the Mortgage against any vendor’s or mechanic’s
lien; (iii) affirmatively insure the Lender that (A) no restrictions of record affecting the Land have been violated, and that such instruments
contain no right of reverter or forfeiture, (B) the survey is accurate and accurately depicts the same real estate as is covered by the
Title Commitment, and (C) Lender is the holder of the Mortgage and that the Mortgage is the first lien against the Land; (iv) insure contiguity
of the Land with adjoining public rights of way; (v) contain an ALTA Variable Rate Endorsement No. 6; and (vi) contain such other endorsements
as Lender may require. If requested by Lender, appropriate provisions satisfactory to Lender for co-insurance and reinsurance, with direct
access agreements acceptable in form and substance to Lender, shall also be obtained. Contemporaneously with delivery to Lender of the
Title Commitment, Borrower shall also deliver to Lender copies of all documents constituting encumbrances on the Land, including but not
limited to the Permitted Exceptions. Borrower agrees to deliver to the Title Agent, with a copy of each to Lender, such other papers,
instructions and documents as the Title Agent may require for the issuance of the Title Commitment and the issuance of date down endorsements
and interim certifications relating to construction payouts (if any), in accordance with all requirements of this Agreement.




    D-1


     


    

 


Exhibit H


(Compliance Certificate)


 


	To:	The Huntington National Bank



_________________________


_________________________


Attn: ____________________


 


This Compliance Certificate
(this “Certificate”) is furnished pursuant to that certain Loan Agreement dated as of ______________, 20__ (as amended,
restated, modified, or supplemented from time to time, the “Agreement”) between _____________________, a(n) __________________________
(the “Borrower”) and The Huntington National Bank, a national banking association (the “Lender”).
Unless otherwise defined herein, capitalized terms used in this Certificate have the meanings ascribed to them in the Agreement.


THE UNDERSIGNED HEREBY
CERTIFIES THAT:


1.   I
am the duly elected/appointed ________________ of Borrower.


2.   I
have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions
and conditions of Borrower and its Subsidiaries during the accounting period covered by the attached financial statements dated ______________.
The accompanying financial statements fairly present, in all material respects, the financial condition and results of operations of Borrower
and its consolidated Subsidiaries, on a consolidated basis in accordance with GAAP, consistently applied.


3.   The
examinations described in Section 2, above, did not disclose (except as set forth below) and I have no knowledge of: (i) the existence
of any condition or event that constitutes a Default or Event of Default during or at the end of the accounting period covered by the
attached financial statements, or as of the date of this Certificate; or (ii) any change in GAAP or in the application thereof that has
occurred since the date of the financial statements referred to in Section 4.2 of the Agreement.


4.   Borrower
has not changed its: (i) name (without having given Lender the notice required by the Agreement); (ii) chief executive officer; (iii)
principal place of business; (iv) entity type; or (v) state of incorporation or organization.


5.   Schedule
I attached hereto is the form supplied by the Huntington Portfolio Manager, and sets forth financial data and computations evidencing
Borrower's compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.


 




    H-1


     


    

 


Described below are the
exceptions, if any, to Section 3, along with statements about: (i) the nature of the condition or event, the period during which it has
existed and the action that Borrower has taken, is taking, or proposes to take with respect to each such condition or event; or (ii) the
change in GAAP or the application thereof and the effect of such change on the attached financial statements:




 


____________________________________________________________________________


____________________________________________________________________________


____________________________________________________________________________


____________________________________________________________________________


[add more lines, if necessary]


The above certifications,
together with the computations set forth in Schedule I and the financial statements delivered with this Certificate, are made and delivered
this ______ day of ______________________, 20_____.


	 	BORROWER:
	 	 
	 	_____________________________,
	 	a(n)
	 	 
	 	By: _________________________________
	 	Name:
	 	Title:



 




    H-2


     


    




Exhibit E


 


(Borrower’s Certificate for
Payment)


______________


_____________


 


ATTN: ____________________________


 


		RE:	Application for Advance or confirmation of equity contribution in connection with a $_____________________ loan to __________________
(“Borrower”).



 


1.
Pursuant to that certain Loan Agreement dated _______________, 20__ (the “Construction Loan Agreement”) between Borrower
and The Huntington National Bank (“Lender”), Borrower


		(a)	hereby requests a loan advance as indicated on the Soft and Hard Cost Requisition attached hereto. We acknowledge that this amount
is subject to inspection, verification, and available funds.



		(b)	acknowledges and confirms an equity contribution as indicated on the Soft and Hard Cost Requisition attached hereto.



Funding Instructions


2.
Please deposit the requested draw funds of $__________ to Huntington Bank Account No. ___________


 


3.
The undersigned hereby authorizes The Huntington National Bank (HNB) to debit the following deposit account in the amount of $________
and credit as a deposit to the account shown below:


 


Debit the following HNB deposit account:


 


Account Number:     __________________


Account Name:
   __________________


 


Credit the following HNB deposit account:


 


Account Number:     __________________


Account Name:
   __________________


 


4.
This Borrower’s Certificate is to be utilized only in satisfaction of costs and charges with respect to the Project and Improvements
thereon as shown on the Soft and Hard Cost Requisition Form, dated ____________________, attached hereto.




    E-1


     


    




5.
 The Borrower agrees to provide, if requested by Lender, a Vendor Payee Listing showing the name and the amount currently due each
party to whom Borrower is obligated for labor, material and/or services supplies.


6.
The Borrower also certifies and agrees that:


		(a)	It has complied with all duties and obligations required to date to be carried out and performed by it pursuant to the terms of the
Construction Loan Agreement;



		(b)	No Default or Event of Default as defined in the Construction Loan Agreement has occurred and is continuing and;



		(c)	All change orders or changes to the Plans and Specifications have been submitted to and approved by Lender;



		(d)	All funds previously disbursed have been used for the purposes as set forth in the Loan Documents executed between Borrower and Lender;



		(e)	All outstanding claims for labor, materials and/or services furnished prior to this draw period have been paid or will be paid from
the proceeds of this disbursement;



		(f)	All construction prior to the date of this Borrower’s Certificate has been accomplished in accordance with the Plans and Specifications;



		(g)	All sums advanced by Lender or contributed by equity on account of this Borrower’s Certificate will be used solely for the purpose
of paying obligations owing as shown on the attached documentation and no item(s) for which payment is requested and/or equity is contributed
has (have) been the basis for any prior disbursement and/or equity contribution;



		(h)	There are no liens outstanding against the Project or its equipment except for Permitted Exceptions, Lender’s liens and security
interests as agreed upon in the Loan Agreement;



		(i)	The amount of undisbursed Loan Proceeds and/or approved equity requirement remaining is sufficient to pay the cost of completing the
Project in accordance with the Plans and Specifications originally submitted to the Lender as modified by Lender approved changed orders;



		(j)	All representations and warranties contained in the Construction Loan Agreement are true and correct as of the date hereof.



		(k)	The undersigned understands that this certification is made for the purpose of inducing Lender to make an advance to Borrower and
that, in making such advance, Lender will rely upon the accuracy of the matters stated in this certificate.





    E-2


     


    




7.
 Disbursement of the Loan Proceeds hereby requested are subject to the receipt by Lender, in those states where applicable, of
a certificate from the issuing title company stating that no claims have been filed of record which adversely affects the title of Borrower
to the Project, subsequent to the filing of the Lender’s Mortgage.


8.
Capitalized terms used in this Borrower’s Certificate and not otherwise defined shall have the same meaning and definitions
as those set forth in the Construction Loan Agreement.


9.
The Borrower, or authorized signer, certifies that the statements made in this Borrower’s Certificate and any documents submitted
herewith and identified herein are true and has duly caused this Borrower’s Certificate to be signed on its behalf by the undersigned,
thereunto duly authorized.








	 	Date:

        

	 	 
	 	BORROWER:
	 	 
	 	_____________________________,
	 	a(n)
	 	 
	 	By: _________________________________
	 	Name:
	 	Title:



 



    E-3


     


    

 


Exhibit F


(Post-Closing Exhibit)


 


Borrower: HOF Village
Retail I, LLC and HOF Village Retail II, LLC,


 


Project: Hall of
Fame Village Retail


 


Loan Amount: $10,000,000.00


 


Borrower has requested
that Lender defer certain conditions precedent to the closing of the Loan, and Lender is willing to do so on the terms and subject to
the conditions of this Post-Closing Exhibit. This Post-Closing Exhibit shall be sufficient to modify and supplement the Loan Agreement.
Except as modified or supplemented herein, the Loan Agreement and the other Loan Documents shall remain in full force and effect in accordance
with their terms.


 


Borrower and Lender
may modify the conditions above by executing a supplement to this Post-Closing Exhibit, in the form attached hereto. 


 


The parties agree
as follows:


 


	Description of Action:	 	To be Completed on or before:	 	Deliver to:
	Guarantor to re-execute the Guaranty of Payment and Performance and Completion Guaranty in Ohio which shall contain the warrant of attorney language as required by O.R.C. 2323.12 and 2323.13. Guarantor shall deliver a fully executed Environmental Indemnity Agreement 	 	The earlier of (i) first advance of Loan Proceeds or (ii) 60 days from Loan Closing Date. 	 	Lender
	 	 	 	 	 
	 	 	 	 	 


 




    F-1


     


    

 


Supplement to
Post-Closing Exhibit


(Form)


 


 


Borrower: _____________________________


 


Project:


 


Loan Amount: _________________________


 


Borrower and Lender
agree that the Table included in that certain Post-Closing Exhibit attached as Exhibit J to that certain Construction Loan Agreement
by and between Borrower and Lender dated ___________, 20__ (the “Loan Agreement”) is hereby amended and restated in
its entirety as follows (the “Table”): 


 


	Description of Action:	 	To be Completed on or before:	 	Deliver to:
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


Except as expressly
set forth above, the terms and conditions of the Loan Agreement shall remain unchanged. 


 


IN WITNESS WHEREOF,
Borrower and Lender have executed this Supplement to Post-Closing Exhibit as of the ___ day of ______________, 20__. 


 


	
    BORROWER:

     

    ___________________________________,        a(n)


    ________________________________

     

    

    By: __________________________________

    Name:

    Title:

     
	
    LENDER:

     

    The Huntington National Bank,
    a national banking association

     

    

    By: __________________________________

    Name:

    Title:



 


 




    F-2


     


    




Exhibit G


(Soft and Hard Cost Requisition Form)


 


 


[***]


 


 


 


 




    G-1


     


    




Exhibit I 


Budget 


 


 


[***]


 


 


 


 


I-1