Exhibit 10.27


 


JOINDER BY AND AGREEMENT OF ORIGINAL
INDEMNITOR


 


The undersigned, R.
RAMIN KAMFAR (individually and collectively, “Original Indemnitor”) being the guarantor/indemnitor under
the Guaranty and the Environmental Indemnity executed in connection with the Loan described in the Note and Mortgage Assumption
Agreement (“Agreement”) to which this Joinder by and Agreement of Original Indemnitor (“Original Indemnitor
Joinder”) is attached, hereby represents and warrants to, and acknowledges and agrees with, Lender the following:


 


1.          Defined
Terms. All capitalized terms used in this Original Indemnitor Joinder, unless defined herein, shall have the meanings given
such terms in the Agreement.


 


2.          Reaffirmation
of Guaranty and Environmental Indemnity. The Guaranty and the Environmental Indemnity constitute the valid, legally binding
obligation of Original Indemnitor, enforceable against Original Indemnitor in accordance with their respective terms. By Original
Indemnitor’s execution hereof, Original Indemnitor waives and releases any and all defenses, affirmative defenses, setoffs,
claims, counterclaims and causes of action of any kind or nature which Original Indemnitor has asserted, or might assert, against
any of Lender Parties which in any way relate to or arise out of the Guaranty and the Environmental Indemnity or any of the other
Loan Documents, excluding the release of Original Indemnitor contained herein.


 


3.          Agreements
of Original Indemnitor. Original Indemnitor consents to the execution and delivery of the Agreement by Original Borrower
and New Borrower and agrees and acknowledges that, except as set forth in Section 3.2 of the Agreement and Sections 5 and 6 below,
the liability of Original Indemnitor under the Guaranty and the Environmental Indemnity shall not be diminished in any way by the
execution and delivery of the Agreement or by the consummation of any of the transactions contemplated therein, including but not
limited to the Requested Actions.


 


4.          Authority
Representations by the Original Indemnitor. The execution and delivery of, and performance under, this Original Indemnitor
Joinder, the Guaranty and the Environmental Indemnity by Original Indemnitor will not (a) violate any provision of any law, rule,
regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to Original
Indemnitor or (b) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to
which Original Indemnitor is a party or by which the Project may be bound or affected.


 




    	 



    	 



    

 


5.          Release
of Original Indemnitor under Guaranty. Notwithstanding anything to the contrary in this Original Indemnitor Joinder, the
Security Instrument, or the other Loan Documents, Original Indemnitor’s obligations hereunder and under the Guaranty shall
not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that Original Indemnitor is hereby
released from personal liability for any and all of Original Indemnitor’s obligations under the Guaranty (the “Guaranteed
Obligations”) for acts or events occurring or obligations arising after the Acquisition Date except for: (a) any material
misrepresentation of Original Indemnitor in this Original Indemnitor Joinder or any other document executed by Original Indemnitor
in connection herewith, (b) Guaranteed Obligations that are caused by Original Borrower and/or Original Indemnitor and/or any of
their agents, and/or (c) the environmental obligations under Section 1.1(b)(i) of the Guaranty as it relates to Section 10.1(ii)
of the Loan Agreement (the “Environmental Indemnity Obligations Under Guaranty”) occurring after the Acquisition
Date if such Environmental Indemnity Obligations Under Guaranty are (a) caused by Original Borrower, Original Indemnitor and/or
any of their agents or (b) result from the existence of conditions existing prior to the Acquisition Date or migrating to or from
any portion of the Project prior to the Acquisition Date, or result from a violation of Environmental Laws (as defined in the Environmental
Indemnity) prior to the Acquisition Date. For purposes of this Original Indemnitor Joinder, Original Indemnitor shall bear the
burden of proving when Hazardous Substances (as defined in the Environmental Indemnity) first existed upon, about or beneath the
Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided however,
the foregoing burden of proof is for the benefit of Lenders, its successors and assigns, and is not for the benefit of any third
party.


 


6.          Release
of Original Indemnitor Under Environmental Indemnity. Notwithstanding anything to the contrary in this Original Indemnitor
Joinder, the Security Instrument or the Loan Documents, Original Indemnitor’s obligations hereunder and under the Environmental
Indemnity shall not apply with respect to, and by acceptance of this Original Indemnitor Joinder, Lender agrees that Original
Indemnitor is hereby released from personal liability for all acts or events occurring or obligations arising under the Environmental
Indemnity (“Environmental Indemnity Obligations”) after the Acquisition Date unless such Environmental Indemnity
Obligations are: (a) caused by Original Borrower, Original Indemnitor and/or any of their agents, or (b) result from the existence
of conditions existing prior to the Acquisition Date or migrating to or from any portion of the Project prior to the Acquisition
Date, or result from a violation of Environmental Laws prior to the Acquisition Date. For purposes of this Original Indemnitor
Joinder, Original Indemnitor shall bear the burden of proving when Hazardous Substances first existed upon, about or beneath the
Project or began migrating to or from the Project and when a violation of Environmental Laws first occurred; provided however,
the foregoing burden of proof is for the benefit of Lender, its successors and assigns, and is not for the benefit of any third
party.


 


7.          Confirmation
of Representations. By its execution hereof, Original Indemnitor confirms the representations and warranties and agrees
to the covenants regarding Original Indemnitor set forth in the Agreement.


 


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BLANK)


 




    	 



    	 



    

 





The undersigned Original
Indemnitor has executed and delivered this Original Indemnitor Joinder to be effective as of the date of the Agreement.


 


	 	 	ORIGINAL INDEMNITOR:
	Witnesses:	 	 
	 	 	 
	/s/ Christopher J. Vohs	 	/s/ R. Ramin Kamfar
	Print Name: 	Christopher J. Vohs	 	R. RAMIN KAMFAR
	 	 	 	 


 


	/s/ Philip Mendlow	 	 	 
	Print Name: 	Philip Mendlow	 	 	 
	 	 	 	 
	STATE OF NEW YORK	)	 	 
	 	) SS:	 	 
	COUNTY OF NEW YORK	)	 	 
	 	 	 	 
	 	 	 	 	 


 


The foregoing instrument
was acknowledged before me this 1 day of April, 2014, by R. RAMIN KAMFAR. He is X personally known to me or __ produced
_______________________ as identification and did not take an oath.


 


	 	 	/s/ Dale Pozzi
	 	 	Notary Public
	 	 	Print Name: 	Dale Pozzi


 


	My Commission Expires: 	Jan 28, 2017	 
	 	 
	[Notarial Seal]	 
	 	 
	DALE POZZI	 
	NOTARY PUBLIC-STATE OF NEW YORK	 
	No. 01PO6275397	 
	Qualified in New York County	 
	My Commission Expires January 28, 2017	 


 


[ORIGINAL INDEMNITOR’S SIGNATURE PAGE
TO JOINDER]