MORTGAGE, ASSIGNMENT OF LEASES AND RENTS AND SECURITY AGREEMENT Dated: September , 2012 in the amount of $15,699,999 (the “Mortgage Amount”) From TEACHERS VILLAGE PROJECT A QALICB URBAN RENEWAL ENTITY, LLC, a New Jersey limited liability company...Mortgage, Assignment of Leases and Rents and Security Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS AND SECURES OBLIGATIONS CONTAINING PROVISIONS FOR CHANGES IN INTEREST RATES, EXTENSIONS OF TIME FOR PAYMENT AND OTHER “MODIFICATIONS,” AS DEFINED IN N.J. LAWS 1985, CH. 353, IN TERMS OF SUCH OBLIGATIONS. UPON ANY SUCH MODIFICATION, THIS MORTGAGE SHALL HAVE THE BENEFIT OF THE LIEN PRIORITY PROVISIONS OF THAT LAW.
GUARANTY OF NEW MARKETS TAX CREDITSGuaranty of New Markets Tax Credits • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts • New York
THIS GUARANTY OF NEW MARKETS TAX CREDITS (this “Guaranty”), is made as of September 11, 2012, by TEACHERS VILLAGE PROJECT A QALICB URBAN RENEWAL ENTITY, LLC, a New Jersey Urban Renewal limited liability company, and RBH-TRB NEWARK HOLDINGS, LLC, a New York limited liability company (each a “Guarantor” and collectively, the “Guarantors”, jointly and severally) for the benefit of GSB NMTC INVESTOR LLC, a Delaware limited liability company, its successors and assigns and any transferees of its interest in the Fund (as hereinafter defined) (collectively, the “Investor”).
LOAN AGREEMENT Dated as of September 11, 2012 between GOLDMAN SACHS BANK USA, Lender, and RBH-TRB NEWARK HOLDINGS, LLC, Borrower.Loan Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts • New York
LOAN AGREEMENT (this “Agreement”), dated as of September 11, 2012, between GOLDMAN SACHS BANK USA, a New York banking corporation (together with its successors and assigns, the “Lender”), and RBH-TRB NEWARK HOLDINGS, LLC, a New York limited liability company (the “Borrower”).
BUILDING LOAN AGREEMENT Dated as of September 11, 2012 BY AND BETWEEN GOLDMAN SACHS BANK USA, a New York State chartered bank (“Lender”) and TEACHERS VILLAGE PROJECT A QALICB URBAN RENEWAL ENTITY, LLC, a New Jersey limited liability company (“Borrower”)Building Loan Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts • New Jersey
WHEREAS, in order to finance the development of the Project (as hereinafter defined) the Lender has determined to provide certain financing for the Project, which financing is in addition to certain other financing the Borrower is receiving pursuant to that certain building loan agreement, dated as of the date hereof, among Borrower, GSNMF SUB-CDE 2 LLC, NCIF NEW MARKETS CAPITAL FUND IX CDE, LLC, CARVER CDC — SUBSIDIARY CDE 21, LLC, BACDE NMTC FUND 4, LLC, and GSB NMTC Investor Member LLC, as administrative agent (the “QLICI Loan Agreement”); and
GUARANTY OF PAYMENT AND RECOURSE CARVEOUTSGuaranty of Payment and Recourse Carveouts • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts
THIS GUARANTY OF PAYMENT AND RECOURSE CARVEOUTS (this “Guaranty”) is made as of the 11th day of September, 2012, by RBH-TRB NEWARK HOLDINGS, LLC, a New York limited liability company having an office c/o RBH Group, 89 Market Street, 8th Floor, Newark, New Jersey 07102 (“RBH-TRB”), and RON BEIT-HALACHMY, an individual having an office c/o RBH Group, 89 Market Street, 8th Floor, Newark, New Jersey 07102 (“Ron”, and together with RBH-TRB, collectively, jointly and severally, “Guarantors” and individually, each a “Guarantor”) in favor of GOLDMAN SACHS BANK USA, a New York banking corporation, having an office at 200 West Street, New York, New York 10282 (the “Bank”).
JOINT AND SEVERAL COMPLETION GUARANTYCompletion Guaranty • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts
THIS JOINT AND SEVERAL COMPLETION GUARANTY (this “Guaranty”), dated as of September 11, 2012, is made on a joint and several basis by TEACHERS VILLAGE PROJECT A QALICB URBAN RENEWAL ENTITY, LLC, a New Jersey limited liability company having an address c/o RBH Group, 89 Market Street, 8th Floor, Newark, New Jersey 07102 (the “Borrower”) and RBH-TRB NEWARK HOLDINGS, LLC, a New York limited liability company, having an address c/o RBH Group, 89 Market Street, 8th Floor, Newark, New Jersey 07102 (“RBH-TRB, and together with the Borrower, collectively, jointly and severally, “Guarantors” and individually, each a “Guarantor”), to GOLDMAN SACHS BANK USA, a New York banking corporation, having an address at 200 West Street, New York, New York 10282 (the “Lender”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of September 11, 2012, is made by TEACHERS VILLAGE PROJECT A QALICB URBAN RENEWAL ENTITY, LLC, a New Jersey limited liability company having an address c/o RBH Group, 89 Market Street, 8th Floor, Newark, New Jersey 07102 (the “Indemnitor”), to GOLDMAN SACHS BANK USA, a New York corporation, having an address at 200 West Street, New York, New York 10282 (the “Lender”).
LOAN AGREEMENTLoan Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts • New Jersey
THIS LOAN AGREEMENT (this “Agreement”) is made as of this 11th day of September, 2012, by and between RBH-TRB WEST I MEZZ URBAN RENEWAL ENTITY, LLC, a New Jersey urban renewal limited liability company (“Borrower”), and GOLDMAN SACHS BANK USA, a New York banking corporation (together with any and all of its successors and assigns, “Lender”).
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts
THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”), dated as of September 11, 2012, is made by TEACHERS VILLAGE PROJECT A QALICB URBAN RENEWAL ENTITY, LLC, a New Jersey limited liability company having an address c/o RBH Group, 89 Market Street, 8th Floor, Newark, New Jersey 07102 (the “Indemnitor”), to GSB NMTC INVESTOR LLC, a Delaware limited liability company, having an address at 200 West Street, New York, New York 10282, acting in its capacity as administrative agent (the “Administrative Agent”); CARVER CDC — SUBSIDIARY CDE 21, LLC, a Delaware limited liability company, having an address c/o Carver Community Development Corporation, 75 West 125th Street, New York, New York 10027 (“Carver Lender”); NCIF NEW MARKETS CAPITAL FUND IX CDE, LLC, a Delaware limited liability company, having an address c/o NCIF Capital, LLC, 135 S. LaSalle Street, Suite 2040, Chicago, Illinois 60603 (“NCIF Lender”); GSNMF SUB-CDE 2 LLC, a Delaware limited liability company, having an address c/o Go
BUILDING LOAN AGREEMENT Dated as of September 11, 2012 BY AND AMONG GSB NMTC INVESTOR LLC, a Delaware limited liability company (“Administrative Agent”) andBuilding Loan Agreement • December 13th, 2012 • BRT Realty Trust • Real estate investment trusts • New Jersey
WHEREAS, on the date hereof, GS Halsey 2 NMTC Investment Fund LLC, a Delaware limited liability company (the “Investment Fund”) will make an equity investment in the (a) NCIF Lender in the amount of $10,000,000 (the “NCIF Equity Investment”), (b) Carver Lender in the amount of $12,500,000 (the “Carver Equity Investment”), (c) BA Lender in the amount of $10,000,000 (the “BA Equity Investment”), and (d) GS Lender in the amount of $8,500,000 (the “GS Equity Investment”), each of which shall be designated as a “qualified equity investment” or “QEI”) under Section 45D of the Internal Revenue Code of 1986, as amended, or corresponding provisions of subsequent superseding federal revenue laws (the “Code”), in exchange for an equity interests therein; and
