Common use of Agreement to Borrow and Lend; Lender’s Obligation to Disburse Clause in Contracts

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser of (i) Fifteen Million Dollars and No/100 ($15,000,000.00) (the “Loan Amount”) or (b) the Borrowing Base. Should the amount drawn on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan. (b) Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor and no Default or Event of Default has occurred and is continuing hereunder, to Open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan 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.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender Lenders and Lender agrees Lenders agree to lend to Borrower Loans not exceeding in the Loanaggregate the Maximum Loan Amount (as defined below), for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one partyEach Lender, the obligations severally (and not jointly and severally), agrees to fund its Percentage of each such party with respect Loan up to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to of its proportionate share of the Loan and of each advanceCommitment. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser of (i) Fifteen Million Dollars and No/100 ($15,000,000.00) all Loans to be made hereunder (the “Maximum Loan Amount”) or shall be the lowest of: (bi) the Borrowing Base. Should Loan Commitment, (ii) seventy-five percent (75%) of the amount drawn projected stabilized value of the Subject Property based on the initial or any subsequently prepared Appraisal of the Subject Property approved by the Administrative Agent, (iii) eighty percent (80%) of the total Project Costs as established by the most recent Budget approved by the Administrative Agent; and (iv) the Maximum Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in the amount Amount that will produce a Stabilized Subject Property DSCR of such excess. Subject 1.20 to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan1.0. (b) Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor the Loan is In Balance and no Default or Event of Default has occurred and is continuing hereunder, to Open open the LoanLoan to reimburse Borrower for a portion of the costs incurred by Borrower in connection with the acquisition and development of the Subject Property and the construction of the Improvements, to the extent provided for in the Budget. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9Articles 7, within three (3) Business Days after compliance 10 and 11 by the 25th day of each calendar month provided that Borrower has submitted a Request for Loan no later than the 15th day of such calendar month, and Borrower has otherwise complied with all conditions precedent theretoto each disbursement, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9Articles 6, 7, 10 and 11; and (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Documenthereunder. (d) To the extent that Lender the Lenders may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by LenderLenders, and Lender Lenders may at any time after such acquiescence require Borrower to comply with all such requirements. (e) The obligation of each Lender to make Advances in accordance with its Commitment is several, and not joint and several; and no Lender shall be obligated to advance more than its Percentage of any Loan, or of the Maximum Loan Amount, notwithstanding the default of any other Lender. (f) Each Loan shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan (which must be a Banking Day), (ii) type of Loan, (iii) amount of such Loan, (iv) wiring instructions for such Loan, and (v) in the case of a LIBOR Rate Loan, the LIBOR Period for such Loan. (g) Promptly following receipt of a Request for Loan, the Administrative Agent shall (by the end of business on the same day that the request was received) notify each Lender of the date and type of the Loan, the applicable LIBOR Period, and that Lender’s Percentage of the Loan. Not later than 1:00 p.m., Cleveland time, on the date specified for any Loan (which must be a Banking Day), each Lender shall make its Percentage of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Articles 6, 7 and 10, such Loan shall be wire transferred on that date in immediately available funds to the account or accounts designated in the wiring instructions included in such Request for Loan. Following each such Loan disbursement, the Administrative Agent will make available for review by the Lenders the Borrower’s Request for Loan, together with any inspections completed by Lender’s Consultant, the date down endorsement, the Borrower’s Certificate, the completed Soft and Hard Cost Requisition Form, and the pay applications (prepared using AIA Form G702 and G703) certified by Borrower. (h) Unless the Requisite Lenders otherwise consent, each LIBOR Rate Loan shall be not less than $1,000,000. (i) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note. (j) If no Request for Loan has been made within the requisite notice periods set forth in Section 2.2 or 2.3 prior to the end of the LIBOR Period for any LIBOR Rate Loan, then on the last day of such LIBOR Period, such LIBOR Rate Loan shall be automatically converted into an Alternate Base Rate Loan in the same amount.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender and Lender agrees to lend make one or more revolving credit loans to Borrower from time to time from the Loan, for date hereof to and including the purposes and subject Maturity Date in an aggregate principal amount at any time outstanding up to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to but not exceeding the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan Amount (as defined below). Subject to the foregoing limitations, and the other terms and provisions of each advancethis Agreement, Borrower may borrow, repay, and reborrow hereunder. (a) The maximum aggregate principal amount of the Loan Loans shall not at any time exceed the Lesser of (i) Fifteen Twenty-Five Million Dollars and No/100 ($15,000,000.0025,000,000) (the “Loan Amount”) or (b) the Borrowing Base. Should the amount drawn on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan). (b) Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor its Subsidiaries and no Default or Event of Default has occurred and is continuing hereunder, to Open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender may have acquiesced in noncompliance with any requirements conditions precedent to the Opening of the Loan Loan, 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. (d) Bank shall, prior to the Opening of the Loans, have a Depository Account, subject to the Bank’s compliance with Regulation F (12 CFR 206) and Bank’s internal policies related thereto. (e) Borrower shall give Lender notice of each Revolving Credit Advance by means of an Advance Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to Lender no later than 2:00 p.m. (Dallas, Texas time) at least one Business Day before the day on which the Revolving Credit Advances are desired to be funded. Revolving Credit Advances shall be in a minimum amount of $10,000.00. Lender at its option may accept telephonic requests for such Revolving Credit Advances, provided that such acceptance shall not constitute a waiver of Lender’s right to require delivery of an Advance Request Form in connection with subsequent Revolving Credit Advances. Any telephonic request for a Revolving Credit Advance by Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Revolving Credit Advance. Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and reasonably believed by Lender to have been sent to Lender by an Authorized Representative of Borrower. Subject to the terms and conditions of this Agreement, each Revolving Credit Advance shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Borrower maintained with Lender.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions terms and conditions of this Agreement Agreement, Lender agrees to make one or more revolving credit loans to Borrower from time to time from the date hereof to and including the Maturity Date in an aggregate principal amount at any time outstanding up to but not exceeding the amount of the Loan Amount. Subject to the foregoing limitations, and the other Loan Documentsterms and provisions of this Agreement, Borrower agrees to borrow from Lender may borrow, repay, and Lender agrees to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advancereborrow hereunder. (a) The maximum aggregate obligation of Borrower to repay the Revolving Credit Advances and interest thereon shall be evidenced by the Note executed by Borrower, and payable to the order of Lender, in the principal amount of the Loan Amount as originally in effect. Borrower shall repay the unpaid principal amount of all Revolving Credit Advances on the Maturity Date, unless sooner due by reason of acceleration by Lender as provided in this Agreement. The maximum aggregate principal amount of the Loans shall not at any time exceed the Lesser of (i) Fifteen Million fifty million Dollars and No/100 ($15,000,000.0050,000,000) (the “Loan Amount”) or (b) the Borrowing Base. Should the amount drawn on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan). (b) Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor its Subsidiaries and no Default or Event of Default has occurred and is continuing hereunder, to Open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender may have acquiesced in noncompliance with any requirements conditions precedent to the Opening of the Loan Loan, 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. (d) Borrower shall give Lender notice of each Revolving Credit Advance by means of an Advance Request Form containing the information required therein and delivered (by hand or by mechanically confirmed facsimile) to Lender no later than 2:00 p.m. Dallas time at least one (1) Business Day before the day on which the Revolving Credit Advances are desired to be funded. Revolving Credit Advances shall be in a minimum amount of $100,000. Lender at its option may accept telephonic requests for such Revolving Credit Advances, provided that such acceptance shall not constitute a waiver of Lender’s right to require delivery of a Revolving Credit Advance Request Form in connection with subsequent Revolving Credit Advances. Any telephonic request for a Revolving Credit Advance by Borrower shall be promptly confirmed by submission of a properly completed Advance Request Form to Lender, but failure to deliver an Advance Request Form shall not be a defense to payment of the Revolving Credit Advance. Lender shall have no liability to Borrower for any loss or damage suffered by Borrower as a result of Lender’s honoring of any requests, execution of any instructions, authorizations or agreements or reliance on any reports communicated to it telephonically, by facsimile or electronically and purporting to have been sent to Lender by Borrower and Lender shall have no duty to verify the origin of any such communication or the identity or authority of the Person sending it. Subject to the terms and conditions of this Agreement, each Revolving Credit Advance shall be made available to Borrower by depositing the same, in immediately available funds, in an account of Borrower designated by Borrower maintained with Lender at its principal office.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. (a) Subject to the terms, provisions and conditions of this Loan Agreement and the other Loan Documents, Borrower agrees to borrow from Lender Lenders and each Lender agrees to lend to Borrower Borrower, in proportion to the Loanratio that their respective Commitments bear to the Loan Amount, the Loan described in the Recitals of this Loan Agreement, for the purposes and subject to all of the terms, provisions and conditions contained in this Loan Agreement. If ; provided, however, that notwithstanding anything to the contrary contained herein, so long as any portion of the Loan remains unfunded, if Citi has assigned all or any portion of the Loan to an assignee in accordance with the terms of Section 16 hereof, unless and until an Event of Default has occurred hereunder, Citi shall be secondarily liable for such assignee’s obligation to make Disbursements (up to the amount of such assignee’s then current unfunded Commitment) such that if such Lender consists defaults in making any Disbursement required hereunder, promptly after such defaulting Lender’s failure to fund in accordance with its obligations under this Loan Agreement, Citi shall make such Disbursement to Borrower in accordance with the terms of more than one party, the obligations of each such party Section 20.5(b). (b) Each Lender’s obligation with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser amount of its Commitment except that pursuant to the last sentence of Section 4.1(a) hereof, unless and until an Event of Default occurs, Citi shall be secondarily liable for its assignees’ obligations to make Disbursements (i) Fifteen Million Dollars and No/100 ($15,000,000.00) (the “Loan Amount”) or (b) the Borrowing Base. Should the amount drawn on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in up to the amount of such excess. Subject to such maximum amount and assignee’s then current unfunded Commitment) in accordance with the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loanof this Loan Agreement regardless of Citi’s then current Commitment. (bc) Lender Citi agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to requirements for the Initial Closing and the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor the Loan is In Balance and no Event of Default or Event of Potential Default has occurred and is continuing hereunder, to Open open the LoanLoan to pay for the costs incurred by Borrower in connection with the development of the Construction Project and the construction of the Marriott Improvements (to the extent in excess of the proceeds of the BANs and the Equity), to the extent provided for in the Cost Breakdown. If Borrower fails to qualify for the Opening of the Loan by the Loan Opening Date, Citi shall have the right to terminate its obligations to make the Loan by Written Notice from the Administrative Agent to Borrower. No grace or cure period shall apply to any such failure. (cd) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds Disbursements of the Loan Proceeds in accordance with Article Articles 9, 12 and 13 and Citi shall use commercially reasonable efforts to disburse Loan Proceeds under a Funding Request within three ten (310) Business Days days after compliance with all conditions precedent thereto, provided that (i) the Loan remains In Balance, (ii) Borrower has complied with all conditions precedent to disbursement Disbursement from time to time including the requirements of Section 3.2 Articles 8, 9, 12 and Article 9; 13, (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists or Potential Default has occurred and is continuing hereunder or under any other Loan Document, and Borrower is not in material default under the Prime Contract or under any of the Management Agreements, (iv) no material default of the Prime Contractor has occurred and is continuing under the Prime Contract, (v) no material default of the Marriott Manager has occurred and is continuing under the Marriott Management Agreement, (vi) no material default of the Hyatt Manager has occurred and is continuing under the Hyatt Management Agreement, and (vii) all representations and warranties of Prime Contractor set forth in the Prime Contract and any other Construction Documents to which it is a party remain true and correct in all material respects. Notwithstanding the foregoing, Borrower shall not be entitled to further Disbursements of the Loan after the Maturity Date. (de) To the extent that Lender Administrative Agent may have acquiesced in noncompliance with any requirements (construction or nonconstruction) precedent to the Initial Closing, the Opening of the Loan or any subsequent Disbursement of Loan Proceeds, such acquiescence shall not constitute a waiver by LenderCiti or Administrative Agent, and Lender Administrative Agent may at any time after such acquiescence require Borrower to comply with all such requirements. (f) Notwithstanding anything to the contrary contained herein, no Lender (including Citi) shall be obligated to make Disbursements of Loan Proceeds beyond the amounts required by this Article 4 and Articles 12 and 13 or after the occurrence of the Maturity Date.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees Borrowers agree to borrow from Lender the Lenders and each Lender agrees to lend to Borrower Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one partyLender is a party hereto, the obligations of each such party Lender with respect to the amount it has agreed to loan to Borrower Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser lesser of (i) Fifteen Thirty Million Dollars and No/100 Dollars ($15,000,000.0030,000,000.00), and (ii) sixty percent (60%) of the “leased fee” value of the Projects as determined in the Appraisal, and (iii) sixty percent (60%) of the “fee simple” value of the Projects as determined in the Appraisal. The Loan Amount”) or (b) the Borrowing Base. Should the amount drawn will be funded in a single lump sum advance on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Opening Date. The Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepayis non-revolving, and re-borrow amounts under the Loanrepaid hereunder shall not be available for further borrowing hereunder. (b) Lender agreesLenders agree, upon Borrower’s Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower any Borrower, Guarantor or any Guarantor the Projects and no Default default or Event of Default has occurred and is continuing hereunder, to Open open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender the Lenders may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to the subsequent disbursement of the proceeds of the Loan, such acquiescence shall not constitute a waiver by LenderLenders, and Lender Lenders may at any time after such acquiescence require Borrower Borrowers to comply with all such requirements. (d) Borrowers shall open one deposit account for each Project with Agent (each such account, a “Project Operating Account” and collectively, the “Project Operating Accounts”). All cash flow from each Project received by Borrowers, including, without limitation, the Lease Income, but excluding tenant security deposits referenced in (e) below, shall be deposited in the applicable Project Operating Account; provided, however, that any Lender may maintain a separate account in the name of one or more Borrowers for tenant security deposits from the Projects as agreed to between Agent and such Lender. During the existence of an Event of Default, all such cash flow shall be available for payment of debt service on the Loan, and Agent, for the pro rata benefit of the Lenders, is authorized to pay principal or interest due upon the Notes during the existence of an Event of Default as well as real estate taxes if the same are not paid by Borrower or Operator prior to delinquency by debiting funds on deposit in the Project Operating Accounts. Unless an Event of Default shall exist, Borrowers shall have access to and may use any or all Monthly Excess Cash Flow then held in the Project Operating Accounts for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors. (e) Borrowers shall open one deposit account for all Projects maintained by Synovus for the benefit of the Lenders (“Tenant Deposit Account”). All tenant security deposits under the Leases received by Borrowers shall be deposited in the tenant Deposit Account, including, without limitation, $458,431.00 on the date hereof and $76,406.00 per month for the twelve months commencing on the date hereof. For the avoidance of doubt, the rights of the Lenders in the security deposits referenced herein are subject to the rights of Operators under the Leases. Borrowers hereby pledge the Tenant Deposit Account and all amounts held in therein to Agent for the benefit of the Lenders. The Tenant Deposit Account shall be a blocked account held by Synovus subject to a control agreement with Borrowers on Synovus’ form.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees Borrowers agree to borrow from Lender and Lender agrees to lend to Borrower Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser lesser of (i) Fifteen Twelve Million Dollars Three Hundred Eighty Thousand and No/100 Dollars ($15,000,000.0012,380,000.00), (ii) sixty-five percent (65%) of the “as is” fair market value of the Projects as determined in the Appraisal, and (iii) sixty-five percent (65%) of the aggregate costs of the Project as set forth in the purchase and sale agreement delivered to Lender as a condition precedent to the closing of the Loan. The Loan Amount”) or (b) the Borrowing Base. Should the amount drawn will be funded in a single lump sum advance on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Opening Date. The Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepayis non-revolving, and re-borrow amounts under the Loanrepaid hereunder shall not be available for further borrowing hereunder. (b) Lender agrees, upon Borrower’s Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower any Borrower, either Guarantor or any Guarantor the Project and no Default default or Event of Default has occurred and is continuing hereunder, to Open open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to the subsequent disbursement of the proceeds of the Loan, such acquiescence shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower Borrowers to comply with all such requirements. (d) Borrowers shall open one deposit account for each Project with Lender (each such account, a “Project Operating Account” and collectively, the “Project Operating Accounts”). All cash flow from each Project received by Borrowers, including, without limitation, the Lease Income, shall be deposited in the applicable Project Operating Account, but may be swept into the Corporate Operating Accounts. Unless an Event of Default shall exist, Borrowers shall have access to and may use any or all monies then held in the Project Operating Accounts and/or Corporate Operating Accounts for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender Lenders and Lender agrees Lenders agree (severally, in proportion to their Commitments) to lend to Borrower the LoanLoan Amount, for the purposes purpose of refinancing the Existing Indebtedness and general corporate purposes, subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser of (i) Fifteen Million Dollars and No/100 ($15,000,000.00) (the “Loan Amount”) or (b) the Borrowing Base. Should the amount drawn on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan. (b) Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor and no Default or Event of Default has occurred and is continuing hereunder, to Open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided Provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; set forth in this Agreement shall have been satisfied or waived in writing, (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (ivii) no Default or Event of Default exists hereunder or under any exists, (iii) the representations and warranties contained in this Agreement and the other Loan DocumentDocuments are true and correct in all material respects and (iv) no condemnation, change in Laws concerning the Project or casualty shall have occurred which in Agent’s judgment may cause a Material Adverse Change to occur with respect to Borrower, TRG or the Project, the Loan shall be fully disbursed on the Closing Date by each Lender funding its Commitment in full. Borrower is not entitled to any further disbursements of the Loan. Borrower authorizes Lenders to utilize Loan proceeds to purchase the Existing Indebtedness and Existing Loan Documents. Borrower agrees that the outstanding amount of the Existing Indebtedness is as set forth in the payoff letters dated November 15, 2007 from the servicer for Existing Lender. Borrower agrees that it has no defense or offset with respect to the Existing Indebtedness and Existing Loan Documents and that the Existing Loan Documents (as amended by the parties hereto simultaneously herewith) are in full force and effect and are enforceable in accordance with their terms. With respect to Agent and Lenders, Borrower waives any claim, action, defense or offset in relation to the Existing Indebtedness or Existing Loan Documents arising prior to the purchase thereof by Lenders. (db) To the extent that Lender Lenders may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan Loan, such acquiescence shall not constitute a waiver by LenderLenders, and Lender Lenders may at any time after such acquiescence require Borrower to comply with all such requirementsrequirements as a condition to any further disbursements, provided that Lenders shall be bound by any written waiver by Lenders of any such condition.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender Lenders and Lender agrees Lenders agree to lend to Borrower Loans not exceeding in the Loanaggregate the Maximum Loan Amount (as defined below), for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one partyTranche A and Tranche C have each been fully funded prior to the Agreement Effective Date and the Tranche A Lenders and Tranche C Lenders shall have no further obligation to fund Loans hereunder. The Tranche B-1 Lenders and the Tranche B-2 Lenders shall be solely responsible for all Loans to be funded under this Agreement from and after the Agreement Effective Date, and all references to the obligations of each such party “Lenders” with respect to the amount it has agreed to loan to Borrower remaining unfunded Commitments shall be several deemed references to the Tranche B-1 Lenders and the Tranche B-2 Lenders. Each Tranche B-1 Lender and each Tranche B-2 Lender, severally (and not joint jointly and several) and shall be limited severally), agrees to fund its proportionate share of the Loan and Tranche B Commitment Percentage of each advancesuch Loan up to the amount of its Commitment. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser of (i) Fifteen Million Dollars and No/100 ($15,000,000.00) all Loans to be made hereunder (the “Maximum Loan Amount”) or shall be the lowest of: (bi) the Borrowing Base. Should Loan Commitment, (ii) seventy-five percent (75%) of the amount drawn projected stabilized value of the Subject Property based on the initial or any subsequently prepared Appraisal of the Subject Property approved by the Administrative Agent, (iii) eighty percent (80%) of the total Project Costs as established by the most recent Budget approved by the Administrative Agent; and (iv) the Maximum Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Loan in the amount Amount that will produce a Stabilized Subject Property DSCR of such excess. Subject 1.20 to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepay, and re-borrow amounts under the Loan1.0. (b) Lender agreesKeyBank has, upon Borrower’s compliance with and satisfaction of with, or KeyBank’s waiver of, all conditions precedent to the Loan Opening Opening, opened the Loan to pay a portion of the costs incurred by Borrower in connection with the acquisition and provided no Material Adverse Change has occurred with respect to Borrower or any Guarantor development of the Subject Property and no Default or Event the construction of Default has occurred and is continuing hereunderthe Improvements, to Open the Loanextent provided for in the Budget. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9Articles 7, within three (3) Business Days after compliance 10 and 11 by the 25th day of each calendar month provided that Borrower has submitted a Request for Loan no later than the 15th day of such calendar month, and Borrower has otherwise complied with all conditions precedent theretoto each disbursement, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 Articles 6, 7, 10 and Article 911; and (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Documenthereunder. (d) To the extent that Lender the Lenders may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by LenderLenders, and Lender Lenders may at any time after such acquiescence require Borrower to comply with all such requirements. (e) The obligation of each Tranche B Lender to make Advances in accordance with its Commitment is several, and not joint and several; and no Tranche B Lender shall be obligated to advance more than its Tranche B Commitment Percentage of any Loan funded after the Agreement Effective Date, or have outstanding under its Note in the aggregate more than its Percentage of the Maximum Loan Amount, notwithstanding the default of any other Lender. (f) Each Loan shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan (which must be a Banking Day), (ii) type of Loan, (iii) amount of such Loan, (iv) wiring instructions for such Loan, and (v) in the case of a LIBOR Rate Loan, the LIBOR Period for such Loan. (g) Promptly following receipt of a Request for Loan, the Administrative Agent shall (by the end of business on the same day that the request was received) notify each Tranche B Lender of the date and type of the Loan, the applicable LIBOR Period, and that Lender’s Tranche B Commitment Percentage of the Loan. Not later than 1:00 p.m., Cleveland time, on the date specified for any Loan (which must be a Banking Day), each Tranche B Lender shall make its Tranche B Commitment Percentage of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Articles 6, 7, 10 and 11, such Loan shall be wire transferred on that date in immediately available funds to the account or accounts designated in the wiring instructions included in such Request for Loan. Following each such Loan disbursement, the Administrative Agent shall, upon request from any Lender, forward to such Lender the Borrower’s Request for Loan, together with any inspections completed by Lender’s Consultant, the date down endorsement, the Borrower’s Certificate, the completed Soft and Hard Cost Requisition Form, and the pay applications (prepared using AIA Form G702 and G703) certified by Borrower. (h) Unless the Requisite Lenders otherwise consent, each LIBOR Rate Loan shall be not less than $1,000,000. (i) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note. (j) If no Request for Loan has been made within the requisite notice periods set forth in Section 2.2 or 2.3 prior to the end of the LIBOR Period for any LIBOR Rate Loan, then on the last day of such LIBOR Period, such LIBOR Rate Loan shall be automatically converted into an Alternate Base Rate Loan in the same amount.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees Borrowers agree to borrow from Lender and Lender agrees to lend to Borrower Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser lesser of (i) Fifteen Seventy-One Million Dollars Four Hundred Thousand and No/100 Dollars ($15,000,000.0071,400,000.00), (ii) eighty-six percent (86%) of the “leased fee” value of the Projects as determined in the Appraisal, and (iii) eighty-five percent (85%) of the aggregate costs of the Project as set forth in the purchase and sale agreement delivered to Lender as a condition precedent to the closing of the Loan. The Loan Amount”) or (b) the Borrowing Base. Should the amount drawn will be funded in a single lump sum advance on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Opening Date. The Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepayis non-revolving, and re-borrow amounts under the Loanrepaid hereunder shall not be available for further borrowing hereunder. (b) Lender agrees, upon Borrower’s Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower any Borrower, Guarantor or any Guarantor the Project and no Default default or Event of Default has occurred and is continuing hereunder, to Open open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to the subsequent disbursement of the proceeds of the Loan, such acquiescence shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower Borrowers to comply with all such requirements. (d) Borrowers shall open one deposit account for each Project with Lender (each such account, a “Project Operating Account” and collectively, the “Project Operating Accounts”). All cash flow from each Project received by Borrowers, including, without limitation, the Lease Income, shall be deposited in the applicable Project Operating Account, but may be swept into the Corporate Operating Account. All such cash flow shall be available for payment of debt service on the Loan, and Lender is authorized to pay principal or interest due upon the Note as well as real estate taxes when and as the same shall become due by debiting funds on deposit in the Project Operating Accounts and/or the Corporate Operating Account. Unless (i) an Event of Default shall exist or (ii) Borrowers shall fail to satisfy the Equity Raise Requirement, Borrowers shall have access to and may use any or all Monthly Excess Cash Flow then held in the Corporate Operating Account for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors. Prior to the Performance Date, during the continuance of an Event of Default or in the event of a failure to satisfy the Equity Raise Requirement, all monies in the Corporate Operating Account shall be swept into the Equity Account.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees Borrowers agree to borrow the Loan from Lender Lender, and Lender agrees to lend make the Loan to Borrower the LoanBorrowers, all for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate original principal amount of the Loan shall not exceed the Lesser of (i) Fifteen be Sixteen Million Dollars Five Hundred Thousand and No/100 Dollars ($15,000,000.00) (the “16,500,000.00). The Loan Amount”) or (b) the Borrowing Base. Should the amount drawn will be funded in a single lump sum advance on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Opening Date. The Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepayis non-revolving, and re-borrow amounts under the Loanrepaid hereunder shall not be available for further borrowing hereunder. (b) Lender agrees, upon Borrower’s Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower any Loan Party or any Guarantor of the Projects, and no Default default or Event of Default has occurred and is continuing hereunder, to Open open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender Lender, may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan Loan, such acquiescence shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower Borrowers to comply with all such requirements.

Agreement to Borrow and Lend; Lender’s Obligation to Disburse. Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees Borrowers agree to borrow from Lender and Lender agrees to lend to Borrower Borrowers the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower Borrowers shall be several (and not joint and several) and shall be limited to its proportionate share of the Loan and of each advance. (a) The maximum aggregate amount of the Loan shall not exceed the Lesser lesser of (i) Fifteen Forty-Nine Million Dollars Six Hundred Eighty-Seven Thousand and No/100 Dollars ($15,000,000.0049,687,000.00), (ii) seventy-five percent (75%) of the “leased fee” value of the Projects as determined in the Appraisal, and (iii) seventy-five percent (75%) of the aggregate costs of the Project as set forth in the purchase and sale agreement delivered to Lender as a condition precedent to the closing of the Loan. The Loan Amount”) or (b) the Borrowing Base. Should the amount drawn will be funded in a single lump sum advance on the Loan ever exceed the Borrowing Base, the Borrower shall immediately repay the Opening Date. The Loan in the amount of such excess. Subject to such maximum amount and the terms and conditions hereof, Borrower may borrow, prepayis non-revolving, and re-borrow amounts under the Loanrepaid hereunder shall not be available for further borrowing hereunder. (b) Lender agrees, upon Borrower’s Borrowers’ compliance with and satisfaction of all conditions precedent to the Loan Opening and provided no Material Adverse Change has occurred with respect to Borrower any Borrower, Guarantor or any Guarantor the Project and no Default default or Event of Default has occurred and is continuing hereunder, to Open open the Loan. (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Article 9, within three (3) Business Days after compliance with all conditions precedent thereto, provided that (i) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Article 9; (iii) no Material Adverse Change has occurred with respect to Borrower or any Guarantor, and (iv) no Default or Event of Default exists hereunder or under any other Loan Document. (d) To the extent that Lender may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to the subsequent disbursement of the proceeds of the Loan, such acquiescence shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower Borrowers to comply with all such requirements. (d) Borrowers shall open one deposit account for each Project with Lender (each such account, a “Project Operating Account” and collectively, the “Project Operating Accounts”). All cash flow from each Project received by Borrowers, including, without limitation, the Lease Income, shall be deposited in the applicable Project Operating Account, but may be swept into the Corporate Operating Account. All such cash flow shall be available for payment of debt service on the Loan, and Lender is authorized to pay principal or interest due upon the Note as well as real estate taxes when and as the same shall become due by debiting funds on deposit in the Project Operating Accounts and/or the Corporate Operating Account. Unless an Event of Default shall exist, Borrowers shall have access to and may use any or all Monthly Excess Cash Flow then held in the Project Operating Accounts and/or the Corporate Operating Account for any lawful purpose which shall include, without limitation, payment of the operating expenses for the Projects, dividends, distributions or any other costs or expenses of Borrowers or Guarantors.