6s Capital LLC - Downstream Agreements

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MASTER LOAN FACILITY

THIS MASTER LOAN FACILITY (this “Agreement”) is made as of ________________, 20, between 6S CAPITAL PARTNERS LLC, a Delaware series limited liability company, and 6S CAPITAL PARTNERS LLC SERIES A each with its principal office located at 427 N Tatnall St., Suite 47933, Wilmington, DE 19801 (the “Series A” and the “Lender”), and _________________, a _____________________, including any wholly owned subsidiaries and affiliates that may now or hereafter be joined hereunder pursuant to a joinder agreement (collectively, and any of which may be referred to herein as, individually the “Borrower” and collectively, the “Borrowers”).

Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Operating Agreement of 6S CAPITAL PARTNERS LLC (the “Company”) or an applicable Series Supplement (as either may be amended from time to time, the “Operating Agreement”).

RECITALS

WHEREAS, 6S CAPITAL PARTNERS LLC was formed as a Delaware series limited liability company pursuant to a certificate of formation filed with the Delaware Secretary of State on May 14, 2020.

WHEREAS, it is intended by the members that certain assets of the Company shall be a separate series with respect to the members of the Company and that the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series of the Company will be enforceable against the assets of such series only, and not against the assets of the Company generally or any other series thereof, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of such series.

WHEREAS, the members have created Series A pursuant to the Series A Supplement, dated _____, 202

WHEREAS, the Series A Manager is 6S Capital LLC.

WHEREAS, Series A is a private lender authorized to make loans to fund the cost of the acquisition of real property and the development, re-development, retrofit or construction of single tenant retail and commercial real estate properties and improvements incidental thereto to (x) one or more wholly owned subsidiaries of 6S Development LLC or (y) one or more unaffiliated third-party real estate developers and to refinance stabilized property of such parties.

WHEREAS, Series A of the Company is offering up to $30,000,000 of its preferred membership interests (the “Interests”) to fund a portion of the loans and the Series A operations.

WHEREAS, Series A intends to enter into one or more revolving credit facility agreements in an aggregate principal amount up to $100,000,000 or more with one or more banks (a “Bank”) or other private lenders to fund a portion of the loans and related expenses.

WHEREAS, Borrowers desire to borrow monies from Series A from time to time subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties agree as follows:

1. The Guaranties

To induce Series A to make loans to Borrowers, _______________ has delivered to Series A (i) a completion guaranty and (ii) a limited commercial guaranty (each a “Guaranty”) to secure certain obligations of the Borrowers under this Agreement, the construction loan agreements, if any, notes, mortgages, title and hazard insurance policies, and other agreements executed by Borrowers in favor of Series A in connection with any loans made by Series A to Borrowers. (All documents referenced in this section, including this Master Loan Facility, are collectively the “Loan Documents”). The Form of Completion Guaranty and Form of Limited Commercial Guaranty are attached hereto as Exhibit A-1 and Exhibit A-2, respectively.

The Series A Manager or a Bank or private lender to Series A may request additional guaranties, each in its sole discretion, with respect to any loan made hereunder.

2. The Loans

(a) Series A agrees to make one or more loans (each a “Loan” and collectively, the “Loans”), pursuant to the terms and conditions set forth herein.

(b) Series A shall only make Loans to Borrowers that have entered into an agreement authorizing Series A to receive certain management rights that allow the Series A Manager to participate in, or influence the conduct of, the management or development activities of the Borrower receiving the Loan in order to protect the rights of Series A as lender (a “Management Rights Letter”), a form of which is attached hereto as Exhibit B ).

(c) Borrower shall submit to the Series A Manager in writing a request for each Loan describing the Project as set forth in this Agreement. For purposes herein, a “Project” includes the (i) acquisition of real property (whether title is held directly or indirectly through ownership interests in a special purpose entity (“SPE”) holding title to such real property), (ii) development, redevelopment, retrofit or construction of single tenant retail or other commercial real estate properties and other improvements incidental thereto, as the case may be, and the (ii) refinance of such stabilized properties. A Project may include one or more parcels of real property.

(d) The proposed amount of each Loan shall be the amount set forth in the Loan Application and supported by the Budget and Appraisal (each defined below) as approved by the Series A Manager and or a Bank or private lender to Series A; provided, however, the aggregate principal amount of all Loans outstanding, on a portfolio basis, shall not exceed the lesser of:

(i) 90% of the appraised value of the assets underlying the Loans, and

(ii) 100% of the hard costs to purchase and fully develop or construct the assets underlying the Loans.

For purposes of this Agreement, “hard costs” shall include the purchase price and other land and lot costs (including earnest money deposits for the purchase of land and lots); material supplies; fees to third parties; developer fees, construction management fees, interest expenses; and taxes and closing costs (including title insurance) as reflected on the applicable settlement statements.

(e) No Loan shall have a term that exceeds the redemption date of the Interests under the terms and conditions of the Operating Agreement and Series A Supplement. Notwithstanding the foregoing, Series A reserves the right to extend the term of an outstanding Loan and to make additional Loans after the redemption date of the Interests, so long as Series A can satisfy any redemption requests when made thereafter and subject to the approval of the Bank or other private lender, as applicable.

3. Loan Application

(a) In connection with each Loan, Borrower shall submit the following to the Series A Manager:

(i) A complete loan application in the form substantially similar as that set forth in Exhibit Cattached hereto (the “Loan Application”). The Loan Application shall, among other information requested thereon, identify the purpose of the Loan as being one or more of the following:

(1) Acquisition of parcels of real property (including but not limited to raw land, unentitled land or finished lots);

(2) Development or construction of single tenant retail or other commercial real estate properties for marketing and sale;

(3) Acquisition of existing commercial properties to be redeveloped, renovated retrofitted, or repositioned for marketing and sale;

(4) Acquisition of ownership interests in a SPE that will hold title to an existing real property and through which Borrower will indirectly own the underlying real property through its ownership interests in the SPE.

(5) Refinance stabilized properties.

(ii) A budget for the acquisition, development, retrofit and/or construction of the Project including a disclosure of the material terms of any financing encumbering the Project (the “Budget”).

(iii) An appraisal of the Project property (the “Appraisal”), an appraisal of the actual subject property prepared by a licensed appraiser with experience appraising real property of a kind and nature similar to, and in the same geographic area as, the Project property (as determined in the reasonable judgment of the Series A Manager, the Bank or other private lender to Series A).

(iv) Such due diligence items with respect to the Project as the Series A Manager shall reasonably require including but not limited to, title reports, ALTA surveys, environmental reports, zoning reports, geotechnical reports, and evidence of entitlements for the Project. If additional items are required pursuant to this subsection, the Series A Manager will provide a closing checklist substantially in the form attached hereto as Exhibit D (the “Closing Checklist”) and denote which additional items are requested prior to approval of any Loan.

(v) Such other documentation as may be reasonably required by the Series A Investment Committee.

(vi) Such other documentation as may be reasonably required by the Bank or other private lender to Series A.

4. Lender Underwriting Procedures

(a) The Series A Manager will perform the following services:

(i) The Series A Manager shall review Borrower’s Loan Application, Budget, the Appraisal, and any due diligence materials submitted with respect to each Loan for compliance with this Agreement and the Series A Loan Policies and Procedures Manual as set forth in Exhibit J;

(ii) When the above documents are completed, the Series A Manager may approve or reject the loan request or, in its sole discretion, submit such documents to the Series A Investment Committee for review and recommendation, as defined in the Series A Loan Policies and Procedures Manual;

(iii) Upon any recommendation of the Series A Investment Committee, the Series A Manager shall provide such documents to the Bank or other private lender to Series A for review and approval, as required;

(iv) Prior to the issuance of a Loan, the Series A Manager shall confirm the Guaranties are effective for purposes of further security for the Loan.

(v) In connection with each Loan, obtain an original promissory note (each a “Note”) in a form substantially similar to the form attached hereto as Exhibit E, secured by either (1) a first priority mortgage (a “Mortgage”) and such other necessary assignments executed by Borrower, in a form substantially similar to the form attached hereto as Exhibit F (or in another form the Series A Manager, Bank or other private lender to Series A deems appropriate), or (2) in the case of the acquisition of ownership interests in an SPE holding title to underlying real estate, a contractual right to receive any and all distributions payable to Borrower as an owner in the respective SPE until the Loan is paid in full.

(vi) In connection with each Loan, cause the Mortgage to be recorded in the land records in the jurisdiction in which the Project is located.

(vii) For construction or retrofit loans, execute a construction loan agreement setting forth the terms and conditions of the Loan (the “Construction Loan Agreement”) attached hereto as Exhibit G(or in another form the Series A Manager, the Bank or other private lender to Series A deems appropriate).

(viii) Execute any other documents necessary to close the Loan.

(ix) Execute any documents required by the Bank or other private lender to Series A.

(x) In connection with each Loan, obtain title insurance for real property to be held directly by Borrower (or if real property is indirectly held, ensure title insurance has been obtained by titleholder) in such amounts and including such endorsements as the Series A Manager may determine in its discretion, the cost of which shall be paid by Borrower.

(xi) In connection with each Loan made for the acquisition of real property to be held directly by Borrower, obtain, in the name and at the expense of Borrower, hazard insurance in an amount at least equal to the principal amount of the particular Loan (or if the real property is indirectly held, ensure hazard insurance in an amount at least equal to the principal amount of the particular Loan has been obtained). All insurance policies shall contain a mortgage or loss payee clause naming the Company and Series A as an additional insured or loss payee.

(b) In connection with any Loan that requires multiple draws (e.g., a construction loan), Borrower shall submit an advance request substantially in the form set forth in Exhibit H hereto (an “Advance Request”) together with an inspection report prepared by a licensed inspector certifying to Series A that the work specified in the Advance Request has been completed when applicable.

(c) Borrower shall advise the Series A Manager in writing of any material change in the information submitted by Borrower in connection with approval of any Loan, or for purposes of seeking a modification to an existing Loan. If seeking a modification to an existing Loan, Borrower shall submit a loan modification request, substantially in the form set forth on Exhibit I hereto (a “Loan Modification”). Approval of any Loan or any modification of an existing Loan, shall be subject to review and approval of any such material changes by the Series A Manager, and Bank or any private lender to Series A, as applicable.

(d) Upon written request, the Series A Manager shall provide to the Bank or any private lender to Series A, a schedule of all Loans then outstanding, including principal balance, the purpose, status, and term and further certify that no material default remains uncured on any outstanding Loan. The Borrower agrees to cooperate with the Series A Manager to complete such requests.

(e) Upon written request by Bank or any private lender to Series A, the Series A Manager shall provide, or cause to be provided, on a quarterly basis, all information regarding the status of any outstanding Loans, including amount outstanding, remaining term, and status of payment and on an annual basis, financial statements of the Company, financial statements of the Borrower or Guarantor. The Borrower agrees to cooperate with the Series A Manager to complete such requests.

(f) All documents shall be delivered to and must be retained by the Series A Manager Agent, in original hard-copy form if applicable law requires the production of original documents to exercise the right to foreclose underlying collateral. If otherwise not required by any applicable law, such documents may be provided or stored in electronic format.

(g) The Series A Manager shall be responsible for servicing the Loans in accordance with the terms herein and as further described in the Loan Policies and Procedures Manual as set forth in Exhibit J.

5. Bank or Private Lender to Series A

(a) The Company and Series A will assign to the Bank or any private lender to Series A, and Borrower hereby acknowledges and consents to such assignment, all of its rights to enforce the Loan Documents and the Guaranties in accordance with the terms of the revolving credit facility agreement between Series A and the Bank or private lender.

(b) No approval of any Loan by Series A shall be effective, and no Loan, Advance Request, or Loan Modification shall be funded, without the written approval of the Bank or private lender, as applicable.

(c) Borrower shall cooperate with Lender to take actions and to provide and execute any documents required by the Bank or other private lender to Series A. Failure to do so shall be an event of default of Borrower.

6. Joinder of Additional Parties

In order for any Person to be added as a party to this Agreement, such Person shall have executed and delivered a joinder agreement to the Company and Series A substantially in the form of Exhibit K attached hereto and incorporated by reference. For purposes of this section, a “Person” means any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee, or other entity.

7. Notice

Any required notice under this Agreement shall be effective upon actual delivery, or receipt of written notice by first class certified mail, return receipt requested, at the address of the applicable party as shown on the signature pages hereof, or as may be modified by any of the parties by written notice to all other parties of this Agreement.

8. Legal Fees and Costs

A non-breaching party shall be entitled to reimbursement of all reasonable attorney fees and costs in connection with the enforcement of this Agreement from the breaching party.

9. Integration Clause and Jurisdiction

This document contains the entire agreement between the parties hereto and cannot be modified except by written amendment signed by all parties. The invalidity of any portion of this agreement shall in no way affect the remaining provisions thereof. This Agreement shall be interpreted in accordance with the laws of the State of New York without giving effect to the principles of conflict of laws of such State.

10. Term

This Agreement shall remain in effect and may not be terminated until the earlier to occur of (a) no Interests remain issued and outstanding, or (b) the filing of a Certificate of Cancellation of the Company as set forth in the Operating Agreement.

11. Miscellaneous

The Company, Series A and Borrower each represent and warrant that this Agreement has in all respects been duly authorized, executed, and delivered by and on behalf of itself. This Agreement may not be modified or amended or any term or provision hereof waived or discharged, except in writing, signed by the party against whom such modification, waiver, or discharge is sought to be enforced. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof.

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IN WITNESS WHEREOF, the parties hereto being fully authorized have executed this agreement to be effective as of the day and year first above written.

LENDER:

6S CAPITAL PARTNERS LLC,

SERIES A

By: 6S CAPITAL LLC, Manager

By:

Name: Matthew Rabinowitz

Title: Series A Manager

Address for Notices:

427 N Tatnall St.

Suite 47933

Wilmington, DE 19801 BORROWER:

______________________

By:

Name:

Title:

Address for Notices:

[address]

EXHIBIT A-1

FORM OF COMPLETION GUARANTY

EXHIBIT A-2

FORM OF LIMITED COMMERCIAL GUARANTY

EXHIBIT B

FORM OF MANAGEMENT RIGHTS LETTER

[Borrower Letterhead]

[DATE]

[Lender]

Ladies and Gentlemen:

Reference is made to the Master Loan Facility by and between 6S Capital Partners LLC, Series A (solely for purposes herein, the “Lender”) and _______________ together with all wholly owned subsidiaries and affiliates (each, a borrower) dated _______, 20, as may be amended from time to time (the “Master Loan Facility”). Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to them in the Master Loan Facility.

Management Rights

The Lender has or expects to advance funds (the “Loans”) to ______________ (the “Company”) pursuant to the Master Loan Facility. In connection with the Loans, the Company agrees to the following (collectively, the “Rights”):

  1. Provide the Series A Manager or its designated representative with:

(a) the right to visit and inspect any of the properties of the Company and its subsidiaries during normal business hours at the Lender’s expense and inspect and copy the books and records of the Company and its subsidiaries, at such times as the Series A Manager shall reasonably request;

(b) as soon as available and in any event within 60 days after the end of each of the first three (3) quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its subsidiaries for the period then ended prepared, subject to year-end adjustments;

(c) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its subsidiaries for the year then ended together with an [auditor’s] [Independent Review] report thereon; and

(d) copies of all materials provided to the Company’s managers and members at the same time as provided to the manager of the Company and if requested, copies of all materials provided to the manager of the Company’s subsidiaries.

  1. Make appropriate officers, managers, and employees of the Company, and its subsidiaries, available periodically and at such times as reasonably requested by the Series A Manager for consultation with the Series A Manager or its designated representative with respect to matters relating to the business and affairs of the Company and its subsidiaries, including, without limitation, significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of properties and projects, marketing plans and strategies, and budgeting;

  2. To the extent consistent with applicable law, inform the Series A Manager or its designated representative in advance with respect to any significant corporate actions, including, without limitation, extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the certificate of incorporation or formation or other organizational documents of the Company or any of its subsidiaries, and to provide the Series A Manager or its designated representative with the right to consult with the Company and its subsidiaries with respect to such actions;

  3. The Company shall invite the Series A Manager to send a representative to attend in a nonvoting capacity all meetings of the Company’s manager, shall permit such representative to offer his/her/its views, to make presentations regarding significant business issues (including, without limitation, management’s proposed quarterly and annual operating plans); and

  4. Provide the Series A Manager or its designated representative with such other rights of consultation which the Series A Manager’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the United States Department of Labor Regulation published at 29 C.F.R. §2510.3-101(d)(3)(i) (the “Plan Asset Regulation”).

The Company agrees to consider, in good faith, the recommendations of the Series A Manager or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

REOC Rights

The Company is directly acquiring beneficial title in certain property (collectively the “Property”) listed opposite the Company’s name on Schedule A , as may be supplemented from time to time. In connection with the Company’s purchase of the Property, the Lender is making advances to the Company pursuant to the Master Loan Facility. As a condition to such advances, the Lender has required to Company to, and the Company has agreed to, provide the following rights to the Lender with respect to the Lender’s indirect interest in the Property (i.e., by virtue of the loans and the Lender’s collateral rights under the Master Loan Facility) (collectively, the “REOC Rights”):

  1. The right to receive copies of all reports relating to the management or development of the Property including management and development services provided by any third party retained by the Company;

  2. The right to periodically inspect the Property and make recommendations to the Company relating to the management or development of the Property;

  3. The right to participate in any decisions with respect to the retention or the termination of the services of any third party with respect to the Property;

  4. The right to consult with the Company’s manager in advance with respect to any significant management and development matters; and

  5. Such other consultation and participation rights with respect to the Property as may be reasonably determined by the Series A Manager’s legal counsel to be necessary to qualify as a “real estate operating company” for purposes of the United States Department of Labor Regulation published at 29 C.F.R. §2510.3-101(d) (a “REOC”).

The Company agrees to consider in good faith the recommendations of the Series A Manager hereunder in connection with the matters on which it is consulted as described above.

Confidentiality

The Series A Manager agrees to hold in confidence and not use or disclose to any third party (other than its legal counsel and accountants) any confidential information provided to or learned by such party in connection with the rights under this letter except as may otherwise be required by law.

Very Truly Yours,

Agreed to and Accepted By:

By:

Name:

Title:

SCHEDULE A

To Management Rights Letter

PROPERTY LIST ADDENDUM

EXHIBIT C

FORM OF LOAN APPLICATION

*EXHIBIT D*

FORM OF CLOSING CHECKLIST

EXHIBIT E

FORM OF PROMISSORY NOTE

EXHIBIT F

FORM OF MORTGAGE

EXHIBIT G

FORM OF CONSTRUCTION LOAN AGREEMENT

EXHIBIT H

ADVANCE REQUEST

Address: ______________________________________________________________________

  1. Submission. This Advance Request is executed and delivered by __________, a _________________ (“Borrower”), to 6S Capital Partners LLC, Series A, a Delaware series limited liability company (“Lender”), pursuant to that certain Construction Loan Agreement (the “Loan Agreement”) dated , 20 , by and between Borrower and Lender and that certain Note (the “Note”) dated , 20 , by and between Borrower and Lender, in the original principal amount of $ , as amended. Capitalized terms used but not defined in this Advance Request shall have the respective meanings assigned to such terms in the Loan Agreement.

  2. Request for Borrowing. Borrower hereby requests that Lender approve an advance of principal under the Loan Agreement, as follows:

a. Date of this Advance Request: , 20

b. Allocated Principal Amount for Above-Described Property: $

c. Principal Amount of Advance Requested: $

d. Use of Proceeds:

  1. Certification. The undersigned, acting in the capacity set forth below, certifies that, on and as of the date of this Advance Request:

a. All representations and warranties made by Borrower in the Loan Agreement, the Note, and any other agreements executed by the Borrower in favor of the Lender in connection with the respective Loan Agreement and Note (collectively the “Loan Documents”) are true and correct in all material respects.

b. No known Event of Default exists under any of the Loan Agreement or the Note, and no known “default” or “event of default” exists under any of the other Loan Documents. Additionally, no event has occurred that, upon the passage of time, would constitute an Event of Default under the Loan Agreement or the Note or would constitute a “default” or “event of default” under any of the other Loan Documents.

c. Borrower has complied with all conditions required of it and is in compliance in all respects with all covenants and agreements applicable to it, contained in the Loan Agreement, the Note, and any other applicable Loan Documents.

This Advance Request is executed and certified on this day of , 20 , by the undersigned [officer] of the Borrower who hereby certifies that each and every matter contained herein is true and correct.

___________________

By:

Name:

Title: Approved by:

By:

Name:

Title:

Date:

EXHIBIT I

LOAN MODIFICATION REQUEST

Date of Request: ______________________

Address: _____________________________________________________________________

Lender: 6S Capital Partners LLC, Series A

Borrower: _____________________

Collateral Description: _________________________________________________________

Original Loan Amount: $_____________

New Loan Amount: $______________

Terms: See Master Loan Facility dated _____________, 20 , as amended

Reason for Modification: ________________________________________________________

Documentation: The budget of all acquisition, development and construction costs, and appraisal, as well as a disclosure of any existing financing is attached to the original Loan Application.

Borrower Certification: The undersigned, acting in the capacity set forth below, certifies that, on and as of the date of this Loan Modification Request:

a. All representations and warranties made by Borrower in the Note and any other agreements executed by the Borrower in favor of the Lender in connection with the respective Note (collectively the “Loan Documents”) remain true and correct in all material respects.

b. No known Event of Default (as such terms are defined therein) exists under the Loan Agreement or the Note, and no known “default” or “event of default” exists under any of the other Loan Documents. Additionally, no event has occurred that, upon the passage of time, would constitute an Event of Default under the Loan Agreement or the Note or would constitute a “default” or “event of default” under any of the other Loan Documents.

c. Borrower has complied with all conditions required of it and is in compliance in all respects with all covenants and agreements applicable to it, contained in the Loan Agreement, the Note and any other applicable Loan Documents.

This Loan Modification Request is executed and certified on the date first written above, by the undersigned [officer] of the Borrower who hereby certifies that each and every matter contained herein is true and correct.

____________________

By:

Name:

Title: Approved by:

By:

Name:

Title:

Date:

EXHIBIT J

LOAN POLICIES AND PROCEDURES MANUAL

EXHIBIT K

JOINDER AGREEMENT TO MASTER LOAN FACILITY

This JOINDER AGREEMENT TO THE MASTER LOAN FACILITY (this “Joinder Agreement”) is executed and delivered this______________, 20 , by , a (the “Joined Party”) and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Master Loan Facility dated as of ____________, 20, as amended (the “Master Loan Facility”) by and between Series A and the Borrower, as such parties are defined therein, (collectively the “Parties”).

WHEREAS, the Joined Party desires to become a party to, and to be bound by the terms of, the Master Loan Facility; and

WHEREAS, pursuant to the terms of the Master Loan Facility, in order for the Joined Party to become party to the Master Loan Facility, the Joined Party is required to execute this Joinder Agreement;

NOW, THEREFORE, in consideration of the premises, the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Agreement to be Bound by the Master Loan Facility. Pursuant to, and in accordance with, Section 6 of the Master Loan Facility, the Joined Party hereby acknowledges that such Joined Party has received and reviewed a complete copy of the Master Loan Facility and agrees that upon execution of this Joinder Agreement, Joined Party becomes a party to the Master Loan Facility and to be bound by, and subject to, all of the representations, covenants, terms, and conditions of the Master Loan Facility as though an original party thereto. Execution and delivery of this Joinder Agreement by the Joined Party shall also constitute execution and delivery by the Joined Party of the Master Loan Facility, without further action of any party.

2. Joined Party Representations and Warranties. Joined Party represents and warrants to the Parties that it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder Agreement and to fulfill its obligations under this Joinder Agreement and the Master Loan Facility.

3. Governing Law. This Joinder Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without reference to the conflict of laws principles thereof.

4. Counterparts. This Joinder Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the day and year first set forth above.

By:

Name:

Title:

EXHIBIT A-1

To Master Loan Facility

FORM OF COMPLETION GUARANTY

THIS COMPLETION GUARANTY (this “Guaranty”) is made as of _________, 20, by and between 6S CAPITAL PARTNERS LLC, SERIES A (the “Lender”) and ______________________________, a __________________________ (the “Guarantor”).

RECITALS

WHEREAS, the Lender has agreed to provide to _____, a ___________________________ (“Borrower”), a loan in the amount of ______________________ and 00/100 Dollars ($.00) (the “Loan”) for the acquisition, development, retrofit, construction and lease of a single commercial retail or commercial space for __________________ to be located in _______________ (the “Project”);

WHEREAS, the Loan will be evidenced by a promissory note made by Borrower payable to Lender of even date herewith in like principal amount (the “Note”) and will be secured by the Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents; Construction Loan Agreement (the “Loan Agreement”); together with any other documents governing or securing the Note (herein collectively the “Loan Documents”);

WHEREAS, any defined term not otherwise defined in this Guaranty, shall have the meaning as provided in the Loan Documents.

WHEREAS, the Guarantor has a financial interest in the Borrower and will derive a direct financial benefit from the construction of the Project; and

WHEREAS, in order to induce the Lender to make the Loan to the Borrower, the Guarantor has agreed to execute and deliver this Guaranty.

GUARANTY

NOW THEREFORE, to induce the Lender to make the Loan available to Borrower, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby covenants and agrees as follows:

  1. Guarantor absolutely and unconditionally guarantees to the Lender that the Borrower will acquire, develop, construct and complete the Project free and clear of liens in accordance with the Plans;

  2. If the Borrower fails to do the matters specified in paragraph 1 above on or before the time periods set forth in the Plans, immediately upon such failure to perform, Guarantor shall:

(a) acquire, develop, retrofit, construct and complete the Project free and clear of liens in accordance with the Plans;

(b) remove any lien arising from, acquiring, developing, retrofitting, constructing or completing the Project, and make payment in full to all laborers, subcontractors and materialmen on or before the date of completion for the costs of the Project and related costs;

(c) pay all costs and expenses incurred in doing (a) or (b) of this paragraph 2, and pay to or reimburse the Lender for all expenses incurred by the Lender with respect to its carrying out of obligations otherwise imposed upon Borrower under the Plans.

  1. The Guarantor expressly agrees that the Lender may, in its sole and absolute discretion, without notice to or further assent of the Guarantor and without in any way releasing, affecting or impairing the obligations and liabilities of the Guarantor hereunder:

(i) waive compliance with, or any defaults under, or grant any other indulgences with respect to, the Plans;

(ii) make advances for the purpose of performing any term or covenant with respect to the Plans which Borrower shall be in default;

(iii) assign or otherwise transfer this Guaranty or any interest herein; and

(iv) deal in all respects with Borrower as if this Guaranty were not in effect.

The obligations of the Guarantor under this Guaranty shall be unconditional, absolute and irrevocable and shall continue in full force and effect until terminated as provided in Section 16 below.

  1. The liability of the Guarantor under this Guaranty shall be primary, direct and immediate and not conditional or contingent upon pursuit by the Lender of any remedies it may have against Borrower, its successors and assigns, with respect to the Plans whether pursuant to the terms thereof or by law. Without limiting the generality of the foregoing, the Lender shall not be required to make any demand on Borrower, or to sell at foreclosure or otherwise pursue or exhaust its remedies against the premises or any part thereof or against Borrower before, simultaneously with or after enforcing its rights and remedies hereunder against the Guarantor. Any one or more successive or concurrent actions may be brought hereon against the Guarantor either in the same action, if any, brought against Borrower or any other guarantor or in separate actions, as often as the Lender, may deem advisable.

  2. The Guarantor hereby expressly waives:

(a) presentment and demand for performance;

(b) notice of acceptance of this Guaranty and of presentment, demand and protest;

(c) notice of any default hereunder or under the Plans and of all indulgences;

(d) demand for observance or performance of, or enforcement of, any terms or provisions of this Guaranty or the Plans;

(e) all other notices and demands otherwise required by law which the Guarantor may lawfully waive;

(f) any defense to any action brought against Guarantor, including, without limitation, any defense based on any statute of limitations and on any legal disability of Borrower and any discharge and limitation of liability of the Borrower to the Lender whether consensual or arising by operation of law or any bankruptcy, insolvency or debtor‑relief proceeding, or from any other cause; and

(g) trial by jury in any action brought on or with respect to this Guaranty.

Guarantor agrees that in the event this Guaranty shall be enforced by suit or otherwise, the Guarantor will reimburse the Lender, upon demand, for all expenses incurred in connection therewith, including, without limitation, reasonable legal fees.

  1. If the Guarantor shall advance any sums to Borrower or its successors or assigns or if Borrower or its successors or assigns shall hereafter become indebted to the Guarantor, such sums and indebtedness shall be subordinate in all respects to the amounts then or thereafter due and owing to the Lender under the Loan Documents. Nothing herein contained shall be construed to give the Guarantor any right of subrogation in and to the Loan Documents or all or any part of the Lender’s interest therein, until all amounts owing to the Lender have been paid in full.

  2. All rights and remedies afforded to the Lender, by reason of this Guaranty, the Loan Documents, or by law, are separate and cumulative and the exercise of one shall not in any way limit or prejudice the exercise of any other such rights or remedies. No delay or omission by the Lender in exercising any such right or remedy shall operate as a waiver thereof. No waiver of any rights and remedies hereunder, and no modification or amendment hereof, shall be deemed made by the Lender unless in writing and duly signed by the Lender. Any such written waiver shall apply only to the particular instance specified therein and shall not impair the further exercise of such right or remedy or of any other right or remedy of the Lender and no single or partial exercise of any right or remedy hereunder shall preclude other or further exercise thereof or any other right or remedy.

  3. The Guarantor represents and warrants that:

(a) it has a financial interest in the Borrower;

(b) it has examined or has had an opportunity to examine documents referred to herein;

(c) it has full power, authority and legal right to execute and deliver this Guaranty,

(d) this Guaranty is a binding legal obligation of the Guarantor;

(e) the financial statements of Guarantor heretofore provided to Lender are, as of the date specified therein, complete and correct in all material respects, fairly present the financial condition of the Guarantor, and are prepared by financial professionals in a consistent manner;

(f) there is no litigation pending or to the best of the Guarantor’s knowledge, threatened against the Guarantor; and

(g) no other fact or circumstance exists, which would diminish or negate the liability of the Guarantor to the Lender hereunder, or materially impair its ability to perform its obligations, and neither execution or delivery of this Guaranty nor compliance with the terms hereof will conflict with, or constitute a breach of or default under any agreement or instrument to which the Guarantor may be a party.

  1. Until such time as this Guaranty shall have been terminated, the Guarantor shall provide to the Lender on each anniversary date hereof its financial statements in such form and detail as may be reasonably requested by the Lender. The Guarantor also agrees to provide the Lender with financial statements at such other times as may be reasonably requested by the Lender.

  2. If any of the amounts required to be paid hereunder by the Guarantor, including, without limitation, the amount necessary to complete the Project and discharge all liens, is not paid within 10 days after the date written notice of such required payment is sent to the Guarantor by the Lender, the Guarantor hereby authorizes any attorney at law to appear for it before any court having jurisdiction and to confess judgment against it for the amounts then due together with interest, court costs, and legal fees in an amount equal to 10% of the amount due hereunder.

  3. If any provision, or part of any provision, contained in this Guaranty shall for any reason be determined to be invalid, illegal, or unenforceable in any respect, such determination shall not affect the remaining parts of the provisions of this Guaranty.

  4. This Guaranty shall inure to the benefit of, and be enforceable by, the Lender, its successors and assigns, and shall be binding upon, and enforceable against, the Guarantor and his heirs and personal representatives.

  5. This Guaranty shall not create any rights in any surety under payment and performance bonds, among the surety, if any, the Borrower, the general contractor, and the Lender, with respect to the Project, either as a third party beneficiary, or in any other manner, it being understood and agreed that this Guaranty is intended for the sole benefit of the Lender or such other party as the Lender may designate in their sole discretion.

  6. This Guaranty shall be construed under the laws of the State of New York.

  7. Notices required to be given under this Guaranty shall be served by mailing a copy thereof by certified U.S. mail, or by nationally recognized overnight delivery service, addressed to either the Lender or the Guarantor at the respective address below. Any notices required to be given to Lender shall be served in this same manner.

To the Guarantor

Attention:

To the Lender:

6S Capital Partners LLC, Series A

427 N Tatnall St.

Suite 47933

Wilmington, DE 19801

Attention: Series A Manager

  1. This Guaranty shall terminate upon the earlier to occur of (i) the issuance of the Certificate of Occupancy or (ii) the tenant having taken full occupancy of the building or rental payments have commenced in accordance with the Lease.

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty on the date first above written.

GUARANTOR:

By:

Name:

Title:

EXHIBIT A-2

To Master Loan Facility

FORM OF LIMITED COMMERCIAL GUARANTY AGREEMENT

THIS LIMITED COMMERCIAL GUARANTY AGREEMENT (the “Agreement”) is made by ______________________, a _________________________ (the “Guarantor”), in favor of 6S CAPITAL PARTNERS LLC, SERIES A (the “Lender”) (together with any successor holders of the hereinafter defined Note);

WHEREAS, Lender proposes to make a loan (the “Loan”) to Borrower, in the amount of ___________________________ and 00/100 Dollars ($______.00) which loan would be evidenced by a promissory note made by Borrower payable to Lender of even date herewith in like principal amount (the “Note”) and would be secured by: the Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents (the “Mortgage”); Construction Loan Agreement (the “Loan Agreement”), together with any other documents governing or securing the Note (herein collectively called the “Loan Documents”);

WHEREAS, Lender has made it a condition precedent to Lender’s making of the loan to Borrower that Guarantor guaranty payment of the Note and related indebtedness on the terms and conditions set forth in this Agreement; and

WHEREAS, any defined term not otherwise defined in this Agreement, shall have the meaning as provided in the Loan Documents.

NOW, THEREFORE: (i) To induce Lender to loan monies to or for the account of Borrower; (ii) At the special insistence and request of Borrower; and (iii) For the consideration recited above and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor hereby agrees as follows:

ARTICLE 1

THE GUARANTEED INDEBTEDNESS

Section 1.1 The Guaranteed Indebtedness. As used in this Agreement, “Guaranteed Indebtedness” shall mean the sum of all of the following:

(a)so long as all amounts designated for payment of ad valorem taxes assessed against the Property in the budget approved by Lender are advanced by Lender to Borrower pursuant to the terms of the Loan Documents, the amount thereof that is so advanced by Lender to Borrower, to the extent such amounts advanced to Borrower are not applied by Borrower to pay ad valorem taxes assessed against the Property; provided, that this subparagraph (a) shall not apply if and to the extent Lender holds funds in escrow pursuant to the Loan Documents that Lender failed to release to Borrower for the timely payment of such taxes except for Lender withholding such amounts pursuant to an event of default by Borrower under the Loan Documents;

(b) any amount owed by Borrower as a result of Borrower’s indemnification of the Lender pursuant to that certain Environmental Indemnity Agreement executed by Borrower dated as of the date of this Agreement (the “Environmental Indemnity”), relating to the clean up or removal of Hazardous Materials (as defined in the Environmental Indemnity) on, in, from or affecting any portion of the Property, subject to the limitations set forth in the Environmental Indemnity;

(c)the amount of any reasonable attorneys’ fees or legal expenses incurred or expended by Lender in connection with resisting any unsuccessful attempt by Borrower to enjoin a foreclosure sale under the Mortgage, or engaging in any successful effort to file a bankruptcy stay or dismiss a bankruptcy filing which has the effect of delaying a foreclosure under the Mortgage (excluding any fees or expenses incurred in pursuing an uncontested foreclosure of the lien of the Mortgage);

(d) the amount of insurance and condemnation proceeds which are received by or on behalf of Borrower and which are not delivered to the holder of this Note if required under the terms of the Loan Documents;

(e)the amount of any damage, loss, liability, cost or expense (including reasonable attorneys’ fees) incurred or expended by the Lender as a result of or on account of the commission of any fraud or intentional misrepresentation made by Borrower in connection with the making of the loan evidenced by the Note;

(f) the amount of any damage, loss, liability, cost or expense (including reasonable attorneys’ fees) incurred or expended by the Lender as a result of or on account of any defect or issue relating to the consent of Borrower to enter into the Loan transaction;

(g) the fair rental value of the Property (less any amounts of rent collected by Lender from Tenant under the Lease) during the holdover period following any foreclosure of the lien of the Mortgage, resulting from the failure of Borrower to deliver or surrender the Property to the purchaser thereof, at or immediately following such foreclosure;

(h) the amount of any rentals collected by Borrower for any period subsequent to foreclosure of the lien of the Mortgage or acceptance by the Lender of a conveyance in lieu of foreclosure;

(i) the amount of any damages to the Lender resulting from the waste, willful destruction or damage to the Property as a result of the intentional misconduct or gross negligence of Borrower to the extent not covered by insurance of the Borrower or Tenant;

(j) so long as all amounts designated to pay charges for labor, materials or other charges that create liens on any portion of the Property in the project budget approved by Lender are advanced by Lender pursuant to the terms of the Loan Documents, the amount thereof that is so advanced by Lender to Borrower, to the extent such amounts advanced to Borrower are not applied by Borrower to pay charges for labor, materials or other charges that can create liens on any portion of the Property that are not contested or bonded against as provided in the Loan Documents;

(k) the amount of all of Lender’s reasonable court costs and attorneys’ fees incurred in enforcing the obligations of Guarantor under this Agreement;

(l) any amounts that would be part of the indebtedness evidenced by the Note but for the operation of any applicable provision of the Debtor Relief Laws, if the Borrower is the debtor in a voluntary bankruptcy proceeding under the Debtor Relief Laws (hereinafter defined);

(m) any and all pre and post maturity interest thereon, including, without limitation, post-petition interest and expenses (including reasonable attorneys’ fees), if the Borrower is the debtor in a voluntary bankruptcy proceeding under the Debtor Relief Laws, whether or not allowed under any Debtor Relief Law. and

As used herein, the term “Debtor Relief Laws” shall mean Title 11 of the United States Code, as now or hereafter in effect, or any other applicable law, domestic or foreign, as now or hereafter in effect, relating to bankruptcy, insolvency, liquidation, receivership, reorganization, arrangement or composition, extension or adjustment of debts, or similar laws affecting the rights of creditors.

ARTICLE 2

THE GUARANTY

Section 2.1 Indebtedness Guaranteed. Guarantor hereby unconditionally and irrevocably guarantees the prompt payment when due, whether at maturity or otherwise, of all of the Guaranteed Indebtedness. If: (i) Guarantor fails to make any payment of any part of the Guaranteed Indebtedness when due; or (ii) the Note or Loan Documents under which such payment is due provide for any cure period, Guarantor fails to make any payment before the expiration of said cure period; then said failure shall constitute a default hereunder. Guarantor further agrees to indemnify and hold harmless Lender from any loss (including reasonable attorney’s fees) resulting from any default by the undersigned under the terms of this Agreement.

Section 2.2 Nature of Guaranty. This is an irrevocable, absolute, completed, and continuing guaranty of payment and not a guaranty of collection and shall not be affected by the release or discharge of Borrower from, or impairment or modification of, Borrower’s obligations with respect to any of the Guaranteed Indebtedness in any bankruptcy, receivership, or other insolvency proceedings or otherwise. No notice of any extension of the term of credit already or hereafter contracted by or extended to Borrower need be given to Guarantor. The fact that the Guaranteed Indebtedness may be rearranged, increased, reduced, extended for any period, and/or renewed from time to time, or paid in full without notice to Guarantor shall not release, discharge, or reduce the obligation of Guarantor with respect to the Guaranteed Indebtedness, and Guarantor shall remain fully bound hereunder. It is the intention of Lender and Guarantor that Guarantor’s obligations hereunder shall not be discharged at any time prior to the occurrence of both: (i) Payment in full of the Guaranteed Indebtedness; and (ii) Expiration of Lender’s obligation to advance monies to Borrower pursuant to the Note or any Loan Document. This Agreement may be enforced by Lender and any subsequent holder of the Guaranteed Indebtedness and shall not be discharged by the assignment or negotiation of all or part of the Guaranteed Indebtedness. This Agreement may not be revoked by Guarantor and shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Indebtedness is rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy, reorganization, receivership, or other debtor relief proceeding involving Borrower, or after any attempted revocation by Guarantor, all as though such payment had not been made. Guarantor hereby expressly waives presentment, demand, notice of non-payment, protest, notice of protest and dishonor, notice of intent to accelerate, notice of acceleration, and any other notice whatsoever on any and all forms of such Guaranteed Indebtedness, and also notice of acceptance of this Agreement, acceptance on the part of Lender being conclusively presumed by its request for this Agreement and delivery of the same to Lender.

Section 2.3 Lender’s Rights. Guarantor authorizes Lender, without notice or demand and without affecting Guarantor’s liability hereunder, to take and hold security for the payment of this Agreement and/or any of the Guaranteed Indebtedness, and exchange, enforce, waive and release any such security; to apply such security and direct the order or manner of sale thereof as Lender may determine; to obtain a guaranty of the Guaranteed Indebtedness from any one or more individuals or entities (“Persons”) and at any time or times; and to enforce, waive, rearrange, modify, limit or release any of such other Persons from their obligations under such guaranties. Guarantor hereby acknowledges and agrees that the obligations of all Persons to pay and satisfy the Guaranteed Indebtedness pursuant to their respective guaranties (including Guarantor’s obligations under this Agreement) shall be joint and several. Guarantor acknowledges and agrees that Lender shall have complete discretion regarding whether, when, and how to exercise the foregoing rights.

Section 2.4 Guarantor’s Waivers. Guarantor waives any right to require Lender to (and it shall not be necessary for Lender, in order to enforce such payment by Guarantor to first):

(i) Proceed against Borrower or any other Person liable on the Guaranteed Indebtedness;

(ii) Proceed against or exhaust any security given to secure the Guaranteed Indebtedness;

(iii) Have Borrower joined with Guarantor in any suit arising out of this Agreement and/or any of the Guaranteed Indebtedness;

(iv) Enforce its rights against any other guarantor of the Guaranteed Indebtedness; or

(v) Pursue or exhaust any other remedy in Lender’s power whatsoever.

Lender shall not be required to mitigate damages or take any action to reduce, collect or enforce the Guaranteed Indebtedness.

Guarantor waives any defense or right arising by reason of any disability, lack of corporate authority or power, impairment of recourse or of collateral or other defense of Borrower or any other guarantor of any of the Guaranteed Indebtedness, and shall remain liable hereon regardless of whether Borrower or any other guarantor be found not liable thereon for any reason. Guarantor shall have no right of subrogation until such time as all of the Guaranteed Indebtedness has been paid in full. Notwithstanding the foregoing, Guarantor does not waive any rights or claims it may have, or acquire, against the Lender or any holder of the Note arising from (i) a breach of the Lender’s obligations under the Loan Documents, or (ii) such party’s violation of law.

Section 2.5 Maturity of Guaranteed Indebtedness; Payment. If the maturity of the Guaranteed Indebtedness is accelerated by bankruptcy or otherwise, then such maturity shall also be deemed accelerated for the purpose of this Agreement without demand or notice to Guarantor. Guarantor shall, forthwith upon notice from Lender of Borrower’s failure to pay any Guaranteed Indebtedness at maturity, pay to Lender the amount due and unpaid by Borrower and guaranteed hereby. The failure of Lender to give this notice shall not in any way release Guarantor hereunder.

Section 2.6 Lender’s Expenses. If Guarantor fails to pay the Guaranteed Indebtedness after notice from Lender of Borrower’s failure to pay any Guaranteed Indebtedness at maturity, and if Lender obtains the services of an attorney for collection of amounts owing by Guarantor hereunder, or if suit is filed to enforce this Agreement, or if proceedings are had in any bankruptcy, probate, receivership, or other judicial proceedings for the establishment or collection of any amount owing by Guarantor hereunder, or if any amount owing by Guarantor hereunder is collected through such proceedings, then Guarantor shall pay to Lender all court costs and Lender’s reasonable attorneys’ fees.

Section 2.7 Primary Liability. The liability of the Guarantor for the payment of the Guaranteed Indebtedness shall be primary and not secondary.

Section 2.8 Events and Circumstances Not Reducing or Discharging Guarantor’s Obligations. Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor’s obligations under this Agreement shall not be released, diminished, impaired, reduced or adversely affected by any of the following, and waives any rights (including without limitation rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:

(a) Modifications. Any renewal, extension of term, modification, alteration, or rearrangement of all or any part of the Guaranteed Indebtedness, or of the Note, or of any Loan Document, or any contract or understanding between Borrower and Lender, or any other parties, pertaining to the Guaranteed Indebtedness;

(b) Adjustment. Any adjustment, indulgence, forbearance, or compromise that might be granted or given by Lender to Borrower or Guarantor.

(c) Condition of Borrower or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of Borrower or any other party at any time liable for the payment of all or part of the Guaranteed Indebtedness; or any dissolution of Borrower or Guarantor; or any sale, lease or transfer of any or all of the assets of Borrower or Guarantor, or any changes in the shareholders or members of Borrower or Guarantor; or any reorganization of Borrower or Guarantor;

(d) Invalidity of Guaranteed Indebtedness. The invalidity or unenforceability of all or any part of the Guaranteed Indebtedness, or any document or agreement executed in connection with the Guaranteed Indebtedness, for any reason whatsoever, including without limitation the fact that the Guaranteed Indebtedness, or any part thereof, exceeds the amount permitted by law, the act of creating the Guaranteed Indebtedness or any part thereof is ultra vires, the officers or representatives executing the documents or otherwise creating the Guaranteed Indebtedness acted in excess of their authority, the Guaranteed Indebtedness violates applicable usury laws, Borrower has valid defenses, claims, or offsets (whether at law, in equity, or by agreement) which render the Guaranteed Indebtedness wholly or partially uncollectible from Borrower, the creation, performance, or repayment of the Guaranteed Indebtedness (or the execution, delivery, and performance of any document or instrument representing part of the Guaranteed Indebtedness, or executed in connection with the Guaranteed Indebtedness, or given to secure the repayment of the Guaranteed Indebtedness) is illegal, uncollectible, legally impossible, or unenforceable, or any security document or other documents or instruments pertaining to the Guaranteed Indebtedness have been forged or otherwise are irregular or not genuine or authentic;

(e) Release of Obligors. Any full or partial release of the liability of Borrower on the Guaranteed Indebtedness or any part thereof, or of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally, or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Indebtedness or any part thereof, it being recognized, acknowledged, and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Indebtedness in full without assistance or support of any other party, and Guarantor has not been induced to enter into this Agreement on the basis of a contemplation, belief, understanding or agreement that other parties will be liable to perform the Guaranteed Indebtedness, or that Lender will look to other parties to perform the Guaranteed Indebtedness;

(f) Other Security. The taking or accepting of any other security, collateral, guaranty, or other assurance of payment for all or any part of the Note;

(g) Release of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss, or impairment (including without limitation negligent, willful, unreasonable, or unjustifiable impairment) of any collateral at any time securing payment of the Note;

(h) Care and Diligence. The failure of Lender or any other party to exercise diligence or reasonable care in, or the negligence of Lender regarding, the preservation, protection, enforcement, sale, or other handling or treatment of all or any part of such collateral, including without limitation the failure of Lender to foreclose on any collateral mortgaged or pledged under a Loan Document or the delay by Lender in instituting or prosecuting any right or remedy under a Loan Document, including without limitation the right to foreclose on collateral by nonjudicial foreclosure sale or otherwise.

(i) Status of Liens. The fact that any collateral, security interest, or lien contemplated or intended to be given, created, or granted as security for the repayment of the Note is not properly perfected or created, or proves to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor is not entering into this Agreement in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability, or value of any of the collateral for the Note or Guaranteed Indebtedness;

(j) Defenses and Rights. [Any and all suretyship defenses of material alteration of any agreement between Borrower and Lender, together with the provisions of: (a) Sections 34.02 and 34.03 of the Texas Business and Commerce Code; (b) Texas Civil Practice & Remedies Code, Sect. 17.001; (c) Rule 31 of the Texas Rules of Civil Procedure; and (d) Sections 51.003, 51.004 and 51.005 of the Texas Property Code (collectively, “Laws”), to the extent such Laws (or any of them) are applicable to this Agreement or the agreements or obligations of Guarantor under this Agreement.]

(k) Preference. Any payment by Borrower to Lender is held to constitute a preference under bankruptcy laws, or for any reason Lender is required to refund such payment or pay such amount to Borrower or someone else; or

(l) Other Actions Taken or Omitted. Any other action taken or omitted to be taken with respect to any security agreement, the Guaranteed Indebtedness, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor or increases the likelihood that Guarantor will be required to pay the Guaranteed Indebtedness pursuant to the terms hereof;

it being the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Indebtedness when due, notwithstanding any occurrence, circumstance, action, or omission whatsoever, whether contemplated or uncontemplated, and whether or not otherwise or particularly described herein, except for the full and final payment and satisfaction of the Guaranteed Indebtedness.

Section 2.9 No Duty of Good Faith or Special Relationship. Guarantor acknowledges that Lender has no duty of good faith either to Borrower or Guarantor, and acknowledges that no special relationship, such as a fiduciary or trust relationship exists, between Lender and either of Borrower or Guarantor. Guarantor agrees that no such duty of good faith shall arise, and no such special relationship shall exist, unless pursuant to, and only to the extent set forth in, a written agreement that is signed by Lender and that expressly creates such duty of good faith or such special relationship.

Section 2.10 No Duty to Mitigate. Without limiting any other provision in this Agreement, Lender shall have no duty to mitigate the amounts payable by Guarantor to Lender hereunder.

Section 2.11 Application of Proceeds. Without limiting any other provision in this Agreement, Guarantor acknowledges and agrees that to the extent Lender realizes any proceeds under any Loan Document (including without limitation proceeds arising from the sale at foreclosure of any mortgaged property), such proceeds shall first be applied to that portion, if any, of the Guaranteed Indebtedness for which no person (including Guarantor) has personal or entity liability for payment, and shall then (and only after payment in full of the portion of the Guaranteed Indebtedness for which no person has personal or entity liability for payment) be applied to the portion of the Guaranteed Indebtedness for whose payment Guarantor is liable.

Section 2.12 Right of Setoff. In addition to all liens upon and rights of setoff against the moneys, securities or other property of Guarantor given to Lender by law, Lender shall have, with respect to Guarantor’s obligations to Lender under this Agreement and to the extent permitted by law, a contractual possessory security interest in and a right of setoff against, and Guarantor hereby assigns, conveys, delivers, pledges, and transfers to Lender all of Guarantor’s right, title and interest in and to, all deposits, moneys, securities and other property of Guarantor now or hereafter in the possession of or on deposit with Lender, whether held in a general or special account or deposit, whether held jointly with someone else, or whether held for safekeeping or otherwise, excluding however all IRA, Keogh, and trust accounts. Every such security interest and right of setoff may be exercised without demand upon or notice to Guarantor. No security interest or right of setoff shall be deemed to have been waived by any act or conduct on the part of Lender or by any neglect to exercise such right of setoff or to enforce such security interest or by any delay in so doing. Every right of setoff and security interest shall continue in full force and effect until such right of setoff or security interest is specifically waived or released by an instrument in writing executed by Lender.

Section 2.13 Subordination of Borrower’s Debts to Guarantor. Guarantor agrees that the Guaranteed Indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be prior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be paid to Lender and shall be first applied by Lender to the Guaranteed Indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower; provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the Guaranteed Indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Agreement and shall be delivered to Lender.

Section 2.14 Additional Documents. Guarantor agrees to execute such documents and to take such actions as reasonably required by Lender to preserve and enforce Lender’s rights under this Agreement.

Section 2.15 Bankruptcy of Guarantor. Should Guarantor fail to pay Guarantor’s debts generally as they become due, or voluntarily seek, consent to, or acquiesce in the benefit (or benefits) of the Federal Bankruptcy Code, together with all amendments and revisions thereto (the "Bankruptcy Code"), or any other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief law from time to time in effect affecting the rights to creditors generally (collectively, “Debtor Relief Laws”), or become a party to or be made the subject of any proceeding provided for by any Debtor Relief Law (other than as a creditor or a claimant) that it should consent thereto or shall fail to cause to be discharged within 60 days, then, in any such event, the Guaranteed Indebtedness shall be, as between Guarantor and Lender, fully matured, due, payable (without regard to whether Borrower is then in default under the Loan Documents or whether the Guaranteed Indebtedness or any part thereof, is then due, owing or performable by Borrower), payable and/or performable in full by Guarantor to Lender upon demand, which, for purposes of Section 502(c) of the Bankruptcy Code, shall be the estimated amount owing in respect of the contingent claim created under this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 By Guarantor. In order to induce Lender to make the loan evidenced by the Note, Guarantor represents and warrants to Lender (which representations and warranties will survive the creation of the Guaranteed Indebtedness and any extension of credit thereunder) that:

(a) Benefit to Guarantor. Guarantor’s guaranty pursuant to this Agreement reasonably has benefitted or may be expected to benefit, directly or indirectly, Guarantor and has been executed at the request of Borrower.

(b) Familiarity and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all collateral intended to be created as security of the payment of the Note and other Guaranteed Indebtedness; however, Guarantor is not relying on such financial condition or the collateral as an inducement to enter into this Agreement.

(c) No Representation. Neither Lender nor any other person, corporation, or entity has made any representation, warranty, or statement to Guarantor with regard to Borrower or its financial condition in order to induce Guarantor to execute this Agreement.

(d) Information on Borrower. Guarantor has established adequate means of obtaining from Borrower on a continuing basis, financial and other information pertaining to the business of Borrower. Guarantor assumes full responsibility for keeping fully informed with respect to the business, operation, condition and assets of Borrower. Guarantor hereby waives any duty on the part of Lender to disclose or report to Guarantor any information now or hereafter known to Lender relating to the business, operation, condition or assets of Borrower; regardless of whether Lender has reason to believe that any such facts materially increase the risk beyond that which Guarantor intends to assume or has reason to believe that such facts are unknown to Guarantor or has a reasonable opportunity to communicate such facts to Guarantor, since Guarantor acknowledges hereby that it is fully responsible for being informed and keeping itself informed of the financial condition of Borrower and of all circumstances bearing on the risk of non-payment of any indebtedness hereby guaranteed. Lender shall have no duty to inquire into the authority or powers of Borrower or any officer, employee or agent of Borrower with regard to any Guaranteed Indebtedness, and all Guaranteed Indebtedness made or created in good faith reliance upon the professed exercise of any such authority or powers shall be guaranteed hereunder.

(e) Financial Statements; Financial Covenants. Each year following the Effective Date of this Agreement, the Guarantor shall furnish to Lender the financial statements and other information relating to the financial condition, properties and affairs of Guarantor.

(f) Until the Note is repaid in full, the Guarantor shall maintain

(i) unencumbered Liquid Assets with a value of at least $_____________:

(ii) a net worth (excluding goodwill, patents, trademarks, and other similar intangible assets, but including prepaid expenses and unamortized commitment fees) calculated in accordance with generally accepted accounting principles (GAAP) of at least $______________:

(iii) a minimum unrestricted cash balance of at least $_____________:

(g) Until the Note is repaid in full, the Guarantor shall not permit its contingent liability exposure at any time to exceed the product of (i) the Guarantor’s consolidated net worth (excluding goodwill, patents, trademarks, and other similar intangible assets, but including prepaid expenses and unamortized commitment fees) calculated in accordance with GAAP, multiplied by (ii) 2.50.

Section 3.2 Review by Attorney. This Agreement was reviewed by the Guarantor, who acknowledges and agrees that: (i) It understands fully the terms of this Agreement and the consequences of the execution thereof; (ii) It has been afforded an opportunity to have this Agreement reviewed by and to discuss such document with such attorneys and other persons as it may wish; and (iii) Has executed and issued this Agreement of its own free will and accord and without threat or duress.

ARTICLE 4

MISCELLANEOUS

Section 4.1 Successors and Assigns. This Agreement is for and shall inure to the benefit of the successors and assigns of Lender and is and shall be fully binding upon the successors and assigns of Guarantor.

Section 4.2 Notices. Any notice under this Agreement shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor’s current address.

Section 4.3 Governing Laws and Venue. This Agreement is a contract made under and shall be construed in accordance with and governed by the laws of the State of New York. Venue for any action or proceeding arising out of or in connection with this Agreement, to the fullest extent permitted by law, shall be brought in a District Court of the county in which the Note is performable.

Section 4.4 Final Agreement. The parties intend this writing to be a final expression of their agreement and a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties, no usage of the trade, and no parol or extrinsic evidence of any nature, shall be used or be relevant to supplement or explain or modify any term used in this Agreement.

Section 4.5 J ury Trial Waiver. IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

EFFECTIVE the ____________ day of ________, 20.

GUARANTOR:


By:

Name:

Title:

EXHIBIT C

To Master Loan Agreement

6S CAPITAL PARTNERS LLC, SERIES A

LOAN APPLICATION

Borrower:

Project Description:

Requested Loan Amount: $

Guarantor:

Description of Collateral: Street Address:
(If Property does not have a lot/block identifier, include legal description here or attach as addendum.) City: State:
Subdivision:
Lot: Block:
County:
If more than one Property in Project, check here:

Existing Lienholder

(if so, holder and amount) :

Purpose of Loan Request

(Check all applicable boxes) : (A) ☐ Acquisition of parcels of real property (also including raw/unentitled land and/or finished lots) for retail or commercial real estate; to be developed and/or constructed for marketing and same
(B) ☐ Acquisition of existing commercial properties to be redeveloped, renovated, retrofitted or repositioned for marketing and sale
(C) ☐ Acquisition of ownership interests in a special purpose entity (“SPE”)—whether a Delaware statutory trust or other entity— that will hold title to an existing commercial property and through which Applicant will indirectly own the underlying real property via its ownership interests in the

SPE.
☐ Other:
ADDITIONAL DOCUMENT REQUIREMENTS:
Application must include a Budget and Appraisal as addendums.

APPLICANT BORROWER CERTIFICATION
By signing below, I hereby represent and acknowledge to 6S Capital Partners LLC, Series A, as Lender, and its assigns that:

(i) the information provided in this Loan Application is true and correct as of the date set forth above;

(ii) the loan requested pursuant to this Loan Application will be secured by a mortgage on the property or properties described herein;

(iii) the Lender, its bank or other lender and their agents and service providers may continuously rely on the information contained in this Loan Application;

(iv) Applicant is obligated to amend or supplement the information provided herein if any material facts represented herein should change prior to the closing of the loan;

(v) Ownership of the loan may be transferred with such notice as may be required by law; and

(vi) Applicant’s transmission of this Loan Application as an “electronic record” as that term is defined in applicable federal or state law shall be effective, enforceable, and valid as if a paper version of this Loan Application were delivered containing my original written signature.
APPLICANT BORROWER: _____________________________

By:

Name:

Title:
FOR LENDER USE
Loan Number:
Type of Loan: Interest only for life on loan, with balloon payment at maturity
Interest Rate: %
Loan Maturity Date:
Documentation Provided with Loan Application:

(Check all documents received from Applicant). ☐ Budget
☐ Appraisal
☐ Any additional items requested

(if checked, Closing Checklist form should be included)
LENDER APPROVAL
By signing below, we hereby acknowledge and agree as to the following:

(a) The Guaranty is enforceable.

(b) We have reviewed the Loan Application, including the Budget, Appraisal, and any other due diligence items that may have been requested and received from the Applicant Borrower for compliance with the Master Loan Facility and the Loan Policies and Procedures Manual, and we have concluded in our reasonable discretion, that this Loan Application and ancillary documentation satisfy the requirements therein.

(c) We believe the proposed loan complies with the Lending Criteria as set forth in the Master Loan Facility and the Loan Policies and Procedures Manual, including:

(1) The loan is to be issued on a per-Project basis (as defined in the Master Loan Facility).

(2) The proposed principal loan amount for the Project when included in the aggregate amount of all Loans outstanding on a portfolio basis, issued by the Lender pursuant to the terms of the Master Loan Facility, as of the date of this Loan Application, does not exceed the lesser of (i) 90% of the aggregated appraised values ofthe assets underlying portfolio loans and (ii) 100% of the hard costs to fully purchase and develop and/or construct the assets underlying the loans.

(3) The documented purpose of the loan, as identified herein, complies with the Lending Criteria as set forth in the Master Credit Facility and the Loan Policies and Procedures Manual.

6S CAPITAL PARTNERS LLC, SERIES A
By:

Name:

Title: Series A Manager

IF APPLICABLE, BANK/LENDER APPROVAL
Documentation Provided with Loan Application:

(Check all documents received from Applicant Borrower). ☐ Budget
☐ Appraisal
☐ Any additional items requested

(if checked, Closing Checklist form should be included)
By signing below, we hereby acknowledge and agree as to the following:

(a) We have received the Loan Application, including the Budget, Appraisal, and any other due diligence items that may have been requested and/or received from the Applicant Borrower for compliance with the revolving credit facility agreement with Series A, and we have concluded in our reasonable discretion, that this proposed loan satisfies the requirements therein.

[Bank/Lender]

By:

Name:

Title:

Date:

COLLATERAL ADDENDUM

Collateral Underlying Project:
Description

Street Address:
City: State:

Block:

Allocated Loan Amount:
Appraised Value of Asset:
Projected Hard Costs:

6s_logo

CLOSING CHECKLIST

6S CAPITAL PARTNERS LLC, SERIES A (the “Lender”)

$__________

LOAN

TO

_____________________ (the “Borrower”)

(secured by real property located in [City] [State])

___________________________ (the “G**uarantor ”)

Closing Date: ___________

No. Title of Document Notes
A. DOCUMENTS EVIDENCING THE ACQUISITION OF THE PROPERTY
1. Real Estate Purchase Agreement (and all amendments)
2. Assignment of Purchase Agreement, if any
3. Special Warranty Deed with Vendor’s Lien
B. DOCUMENTS EVIDENCING THE CONSTRUCTION LOAN
1. Construction Loan Agreement and exhibits
2. Promissory Note
3. Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents
4. Environmental Indemnity Agreement
5. Affidavit of Non-Commencement
6. Account Control Agreement
7. Equity Pledge Agreement
8. Opinion Letter - Borrower Counsel
9. Closing certificates - Borrower
C. DOCUMENTS EVIDENCING THE AUTHORITY OF BORROWER PARTIES TO ENTER INTO THE TRANSACTION
1. Organizational Chart of Borrower
2. Evidence of Authority for Borrower
3. Borrower Operating Agreement and all amendments
4. Borrower Certificate of Formation and all amendments certified within 30 days of closing
5. Borrower Certificate of Good Standing issued within 30 days of closing (Delaware)
6. Borrower Certificate of Good Standing issued within 30 days of closing [State Property Located]
7. Borrower Certificate of Authority to Transact Business in [State Property Located]
8. Borrower Tax ID Number
9. Borrower UCC Search
10. Borrower Incumbency Certificate
11. Borrower Resolutions
12. Evidence of Authority for Manager
13. Manager Operating Agreement and all amendments
14. Manger Certificate of Formation certified within 30 days of closing
15. Manger Certificate of Good Standing issued within 30 days of closing (Delaware)
16. Manager Tax ID Number
17. Manager UCC Search
18. Manager Incumbency Certificate
19. Manager Resolutions
20. Guarantor Resolutions
D. DOCUMENTS EVIDENCING THE AUTHORITY OF GUARANTOR
1. Completion Guaranty
2. Limited Commercial Guaranty
E. DOCUMENTS EVIDENCING THE DEVELOPMENT OF THE PROPERTY
1. Budget
2. Construction Contract
3. Architect Contract
4. Engineer Contract
5. Developer Contract
6. Plans & Specs
7. Site Plan
F. DOCUMENTS REPRESENTING THE LEASE OF THE PROPERTY
1. Lease Agreement and any amendments
2. Subordination, Nondisturbance and Attornment Agreement (SNDA)
3. Tenant Estoppel
G. DUE DILIGENCE ITEMS
1. Appraisal
2. Evidence of Insurance – Borrower
3. Evidence of Insurance – Contractor
4. Financial Statements - Borrower
5. Financial Statements - Guarantor
6. Financial information - Tenant
7. Current Survey, with certificate and evidence of flood plain
8. Flood Certificate
9. Evidence of Zoning
10. Geotechnical Report
11. Phase I Environmental Report with reliance letter
12. Phase II – Subsurface Report with reliance letter
13. Building Permit
14. Plat or Proposed Plat (as applicable)
15. Consent of Contractor
16. Consent of Engineer
17. Consent of Architect
18. Utility Will Serve Letter
19. UCC-1 (state)
20. UCC-1 (county)
21. Performance bonds, if any
22. Evidence of Compliance with ILSFDA, if applicable
23. Form W-9 - Borrower
24. Assignment of all Collateral to Bank / private secured lender
H. TITLE COMPANY DOCUMENTS
1. Tax certificates
2. Commitment for Title Insurance and Exception Documents
3. Proforma Loan Policy
4. Closing Instruction Letter from Lender counsel
5. Borrower’s Settlement Statement
6. Title Company Wiring Instructions
7. Closing Protection Letter/Insured Closing Letter
I. LENDER ADMINISTRATIVE ITEMS
1. Loan Application
2. Loan Approval - Committee
3. Loan Approval - Bank
J. POST-CLOSING ITEMS
1. Affidavit of Commencement
2. Affidavit of Completion
3. Certificate of Occupancy
4. Lender Title Policy
5. Affidavit and Final Waiver of Liens

EXHIBIT E

To Master Loan Agreement

FORM OF COMMERCIAL PROMISSORY NOTE

$______________.00 _____, 20 ___, 20

Note Amount Effective Date Maturity Date

FOR VALUE RECEIVED, , a _____________________________ (the “Borrower”) promises to pay to the order of 6S Capital Partners LLC, Series A (the “Lender”) (which term shall include all subsequent holders of this Note) at 427 N Tatnall St., Suite 47933, Wilmington, DE 19801 or at such other address as Lender may from time to time designate, in lawful money of the United States of America, the principal sum of ________________________ **and 00/100 Dollars ($.00)**, or so much thereof as may be advanced and outstanding from time to time, with interest at the rate provided below on the principal balance from time to time remaining unpaid, in the amounts, at the times and upon the terms provided in this Note. This Note is performable in ______________ County, New York.

NON-REVOLVING SINGLE ADVANCE NOTE. At closing of this Note (assuming no Event of Default under this Note or any other Loan Document) the Lender will, following compliance with Lender’s requirements, make one or more advances at Borrower’s request and Borrower will make payments, all as provided herein; provided, however, that there will never be owed on this Note, an amount greater than the principal sum of $_____________.00, and Lender shall not re-advance any amounts which may have been paid upon the principal balance.

INTEREST RATE. Interest shall accrue on the unpaid balance of this Note from time to time outstanding which is not past due, calculated on the basis of a year of 360 days and the actual number of days elapsed (the “Rate”), except as otherwise provided herein, as follows:

The Rate shall be the lesser of (a) the Loan Rate (hereinafter defined) or (b) the Highest Lawful Rate (hereinafter defined). The term “Loan Rate” shall mean the sum of __________ percent (___%) and the Index as hereafter defined. The Loan Rate shall be subject to change daily with changes in the Index.

Any change in either the Loan Rate or the Highest Lawful Rate shall, after Lender gives only such notice as may be required by applicable law or regulation, be effective for purposes of determining the Rate as of the opening of business on the date of any such change.

The Index is the maximum “Latest” “U.S.” prime rate of interest per annum published from time to time in the Money Rates section of The Wall Street Journal (Central Edition) or in any successor publication to The Wall Street Journal (the “Prime Rate”). Borrower understands that the Prime Rate may not be the best, lowest, or most favored rate of Lender, and any representation or warranty in that regard is expressly disclaimed by Lender. Borrower acknowledges that (i) if more than one U.S. prime rate is published at any time by The Wall Street Journal, the highest of such prime rates shall constitute the Prime Rate hereunder, and (ii) if at any time The Wall Street Journal ceases to exist or ceases to publish a U.S. prime rate or if such U.S. prime rate is published infrequently or sporadically by The Wall Street Journal, Lender shall have the right to select a substitute rate that Lender determines, in the exercise of its reasonable commercial discretion, to be comparable to such prime rate, and the substituted rate as so selected, upon the sending of written notice thereof to Borrower, shall constitute the Prime Rate hereunder.

The “Highest Lawful Rate” is the maximum lawful rate which may be contracted for, charged, taken, received, or reserved by Lender in accordance with the applicable laws of the State of New York (or applicable United States federal law to the extent that it permits Lender to contract for, charge, take, receive or reserve a greater amount of interest than under New York law), taking into account all charges made in connection with this Note which are treated as interest under applicable law.

If at any time (i) the Loan Rate, (ii) interest on matured unpaid amounts, if applicable, as provided for herein or in any of the other Loan Documents, together with (iii) all fees and charges, if any, contracted for, charged, received, taken or reserved by Lender in connection with the loan evidenced hereby which are treated as interest under applicable law (collectively, the “Charges”), computed over the full term of this Note, exceed the Highest Lawful Rate, the rate of interest payable hereunder, together with all Charges, shall be limited to the Highest Lawful Rate; provided, however, that any subsequent reduction in the Loan Rate shall not cause a reduction of the rate of interest payable hereunder below the Highest Lawful Rate until the total amount of interest earned hereunder, together with all Charges, equals the total amount of interest which would have accrued at the Loan Rate if such interest rate had at all times been in effect. Changes in the Loan Rate resulting from a change in the Index shall be subject to the provisions of this paragraph.

The rate of interest which may be charged under the terms of this Note shall never be less than __________**percent (%)** per annum (“Interest Rate Floor”). If at any time during the terms of this Note, because of this Interest Rate Floor, the actual rate of interest charged on the unpaid principal balance is more than provided elsewhere in this Note, then Borrower understands that at such times, the Interest Rate Floor as established in this paragraph will control over other provisions of this Note.

PREPAYMENT. Borrower may prepay this Note in whole or in part at any time without being required to pay any penalty or premium for such privilege. In the event a prepayment is made, such payment shall be applied first against accrued but unpaid interest, then to the discharge of any expenses for which the holder of this Note may be entitled to receive reimbursement under the terms of this Note or under the terms of any other documents related thereto and lastly against the principal hereof. Any partial prepayment shall not postpone the due date or change the amount of any subsequent installment due hereunder.

PAST DUE PAYMENTS. Lender may charge and collect a late fee of up to two percent (2.00%) of the unpaid portion of the regularly scheduled payment more than 15 days past due to the extent not prohibited by law. The annual interest rate on matured unpaid amounts shall be the Loan Rate plus two percent (2.00%) (the “Default Rate”).

DISHONORED CHECK CHARGE. Lender may charge and collect a processing fee of up to $35.00 for each check given by Borrower to Lender as a payment on this loan which is dishonored.

PAYMENT TERMS. This Note shall be due and payable as follows:

Interest only, shall be due and payable monthly, as it accrues, on the ] day of each and every calendar month, beginning [, 202_], and continuing regularly and monthly thereafter until [___ 202_]. Thereafter, principal and interest shall be amortized over [twenty (20]) years (the “Amortized Term”), with monthly installments of principal and interest, payable on the [] day of each and every calendar month, beginning [________**, 202], and continuing regularly and monthly thereafter until and including [_________, 202]**. Annually, monthly installments in each succeeding twelve (12) month period shall be adjusted to equal the amount necessary to amortize the unpaid principal balance over the remaining portion of the Amortized Term of the Note; interest being calculated on the unpaid principal to the date of each installment paid and the payment made credited first to the discharge of the interest accrued and the balance to the reduction of the principal.

On _______**, 20**, all principal and interest then remaining unpaid, shall be then due and payable.

THIS NOTE IS PAYABLE IN FULL AT MATURITY. BORROWER MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE NOTE AND UNPAID INTEREST THEN DUE. THE LENDER IS UNDER NO OBLIGATION TO REFINANCE THIS NOTE AT THAT TIME. BORROWER WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT BORROWER MAY OWN, OR BORROWER WILL HAVE TO FIND A LENDER, WHICH MAY BE THE LENDER, WILLING TO LEND BORROWER THE MONEY. IF BORROWER REFINANCES THIS NOTE AT MATURITY, BORROWER WILL HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF BORROWER OBTAINS REFINANCING FROM THE LENDER. THIS LENDER WILL CONSIDER AN APPLICATION TO REFINANCE THE BALLOON PAYMENT AT THE TIME PAYMENT IS DUE, ON THE SAME BASIS AS ALL OTHER NEW COMMERCIAL LOAN APPLICATIONS.

WAIVER. Except as otherwise expressly stated in any of the Loan Documents, Borrower waives notice, notice of intent to accelerate, notice of acceleration, demand, presentment for payment, and protest and agrees that this Note and all liens securing its payment may be extended and re-extended and the time for payment extended and re-extended from time to time without notice and agrees that its liability on or with respect to this Note shall not be affected by any release or change in any security at any time existing or by any failure to perfect or maintain perfection of any security interest in such security.

TIME OF THE ESSENCE. It is agreed that time is of the essence in the performance of this Note.

EVENTS OF DEFAULT. Each Event of Default under the Loan Agreement constitutes an Event of Default under this Note:

A default shall not be an Event of Default, if a monetary default is cured within 10 days and a non-monetary default is cured within 30 days following the delivery of or the mailing of written notice from Lender to Borrower’s most current address as reflected in Lender’s business records specifying the existence of any such default. If such default is not cured within the applicable period, the default shall be an Event of Default without need of any further notice or action by Lender.

ACCELERATION AND WAIVER OF NOTICE. Upon the occurrence of an Event of Default, the entire unpaid principal balance plus all accrued and unpaid interest due and owing on this Note to Lender shall, at the option of Lender, become and be due and payable forthwith without demand, notice of default, notice of intent to accelerate, or the acceleration of the maturity hereof, notice of nonpayment, presentment, protest, or notice of dishonor, all of which are hereby expressly waived to the full extent not prohibited by law by Borrower and each other liable party. Failure to exercise this option upon the occurrence of any such Event of Default shall not constitute a waiver of the right to exercise such option in the event of any subsequent Event of Default.

COLLECTION COSTS. If the unpaid principal balance plus all accrued and unpaid interest due and owing on this Note is not paid at maturity, whether by acceleration or otherwise, and this Note is placed in the hands of an attorney for collection, or suit is filed hereon, or proceedings are had in probate, bankruptcy, receivership, reorganization, arrangement, or other legal proceedings for collection hereof, Borrower agrees to pay Lender its reasonable collection costs, including a reasonable amount for attorneys’ fees.

LOAN CHARGES. It is expressly stipulated and agreed to be the intent of Borrower and Lender at all times to comply with the applicable New York law governing the maximum rate or amount of interest payable on this Note or the indebtedness evidenced hereby and by the other Loan Documents (or applicable United States federal law to the extent that it permits the Borrower to contract for, charge, take, reserve or receive a greater amount of interest than under New York law). If the applicable law is ever judicially interpreted so as to render usurious any amount called for under this Note or under any of the Loan Documents, or contracted for, charged, taken, reserved or received with respect to such indebtedness, or if Borrower’s exercise of the option herein contained to accelerate the maturity of this Note or if any prepayment by Borrower results in Borrower having paid any interest in excess of that permitted by applicable law, then it is Borrower’s and Lender’s express intent that all excess amounts theretofore collected by Lender be credited on the principal balance of this Note (or, if this Note has been or would thereby be paid in full, refunded to Borrower), and the provisions of this Note and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder.

Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lender to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration. All sums paid or agreed to be paid by Lender for the use, forbearance or detention of the indebtedness evidenced hereby and by the other Loan Documents shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full so that the rate or amount of interest on account of such indebtedness does not exceed the usury ceiling from time to time in effect and applicable to such indebtedness evidenced hereby for so long as debt is outstanding. To the extent that Lender is relying on the Texas Finance Code, as amended, to determine the Highest Lawful Rate payable on such indebtedness, Lender will utilize the indicated (weekly) rate ceiling from time to time in effect. To the extent United States federal law permits Lender to contract for, charge or receive a greater amount of interest, Lender will rely on United States federal law instead of the Texas Finance Code, as amended, for the purpose of determining the Highest Lawful Rate. Additionally, to the extent permitted by applicable law now or hereafter in effect, Lender may, at its option and from time to time, implement any other method of computing the Highest Lawful Rate under any other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in effect.

RIGHT OF SET OFF. Borrower grants to Lender a contractual possessory security interest in and hereby assigns, conveys, delivers, pledges, and transfers to Lender, all Borrower’s right, title and interest in and to Borrower’s accounts with Lender (whether checking, savings or some other account), including without limitation all accounts held jointly with someone else and all accounts Borrower may open in the future, excluding however all IRA, Keogh and trust accounts. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or set off all sums owing on this Note against any and all such amounts.

ADDITIONAL SECURITY. This Note is secured by all security agreements, collateral assignments, assignments, guaranties, mortgages, deeds of trust, and lien instruments executed by Borrower (or by any Guarantor) in favor of Lender or any other holder of this Note, including those executed simultaneously herewith, those executed heretofore and those hereafter executed, and by all such agreements, assignments, guaranties, and security instruments securing the payment of all other indebtedness of Borrower to Lender.

REMEDIES OF LENDER. Lender shall have all rights, remedies, and recourses granted in this Note, the Loan Documents and all other instruments securing the payment hereof and the payment of all indebtedness of Borrower to Lender, howsoever evidenced, and those which are available at law or equity, and same:

(a) shall be cumulative and concurrent;

(b) may be pursued separately, successively, or concurrently against Borrower or any other liable party or against any one or more of them at the sole discretion of Lender and in such order as Lender, in its sole discretion, shall determine;

(c) may be exercised as often as occasion therefore shall arise, it being agreed by Borrower that the exercise or failure to exercise any of the same shall in no event be construed as a waiver or release thereof or of any other right, remedy, or recourse; and

(d) are intended to be, and shall be, nonexclusive. If any part of this Note cannot be enforced, this fact will not affect the rest of this Note.

This loan shall be governed by and construed in accordance with the laws of the State of New York and applicable United States federal law.

NOTICES TO BORROWER AND OTHER PARTIES. Any notice under this Note shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Note. Any party may change its address for notices under this Note by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower shall notify Lender immediately if Borrower changes its current address.

JURY TRIAL WAIVER. IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

LOAN DOCUMENTS. This Note and all other instruments executed in connection herewith and/or securing repayment hereof or performance by Borrower (the “Loan Documents”), including but not limited to:

(a) The Additional Security as described above.

(b) Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents executed by Borrower for the benefit of Lender and any subsequent holder of this Note, of even date herewith.

(c) Construction Loan Agreement executed by Borrower for the benefit of Lender and any subsequent holder of this Note, of even date herewith.

(d) Master Loan Facility executed by Borrower for the benefit of Lender and any subsequent holder of this Note, dated _______________.

(e) Completion Guaranty executed by ________________________, a ___________________ for the benefit of Lender and any subsequent holder of this Note, of even date herewith.

(f) Limited Commercial Guaranty executed by _______________________, a ____________________ for the benefit of Lender and any subsequent holder of this Note, of even date herewith.

PROPERTY. The property described in the Loan Documents (the “Property”) is:

[Add Legal Description]

BORROWER:

____________

By:

Name:

Title:

EXHIBIT F

To Master Loan Agreement

[NOTE: REVISE AS NEEDED UNDER STATE LAW OF LOCATION OF THE PROPERTY]

Location:

City:

County:

PIN Number:

Legal Description: See Exhibit “A” attached hereto.

AFTER RECORDING RETURN TO:

6S Capital Partners LLC

Attention: Series A Manager

427 N Tatnall St.

Suite 47933

Wilmington, DE 19801

Loan No. __________

COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING

STATEMENT AND ASSIGNMENT OF LEASE AND RENTS

This COMMERCIAL MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF RENTS (the “Mortgage”) is made as of ________________ 20___, between ________________, a ___________________ (the “Borrower”) as mortgagor and Lender 6S CAPITAL PARTNERS LLC, SERIES A, a Delaware series limited liability company (the “Lender”) as mortgagee.

DEFINITIONS. The following words shall have the following meanings when used in this Mortgage. Terms not otherwise defined in this Mortgage shall have the meanings attributed to such terms in the New York Uniform Commercial Code or the Loan Agreement. All references to dollar amounts shall mean amounts in lawful money of the United States of America.

Fixtures . The word “Fixtures” means all building material, machinery, apparatus, equipment, fittings, fixtures and personal property of every kind and nature whatsoever, now in, part of, affixed to, delivered to or used in connection with the buildings and improvements on the Real Property, or hereafter acquired by the Mortgagor and hereafter placed in, affixed to, delivered to or used in connection which such buildings and improvements or any buildings hereinafter constructed or placed upon the Real Property or any part thereof, including, but without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, transformers, motors, generators, fans, blowers, vents, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, water, gas and electrical fixtures, elevators, mail conveyors, escalators, drapes, carpets, shades, awnings, screens, radiators, partitions, ducts, shafts, pipes, conduits, lines and facilities of whatsoever nature for air, gas, water, steam, electricity, waste sewage and for other utilities, services and uses, compressors, vacuum cleaning systems, call systems, fire prevention and extinguishing apparatus, kitchen equipment, cafeteria equipment, all of which to the extent permitted by law are hereby understood and agreed to be part and parcel of the Real Property and improvements thereon and appropriated to the use and operation of the Real Property and said improvements, and whether affixed or annexed or not, shall for the purposes of this Mortgage be deemed constructively to be real estate and conveyed hereby, excluding, however, readily movable trade fixtures not used or acquired for use in connection with the operation of any such building or any part thereof, readily movable office furniture, furnishings and equipment not so used or acquired for use, and consumable supplies, whether or not affixed or annexed, that have been or that may hereafter be placed in any building constructed upon the Real Property or any part thereof.

Guarantor . The word “Guarantor” (individually and/or collectively, as the context may require) means those persons, or entities, if any, designated as Guarantor in the Related Documents.

Guaranty . The word “Guaranty” (individually and/or collectively, as the context may require) means that or those instruments of guaranty, if any, now or hereafter in effect, from Guarantor to Lender guaranteeing the repayment of all or any part of the Indebtedness.

Improvements . The word “Improvements” means and includes without limitation all existing and future improvements, fixtures, buildings, structures, mobile homes affixed on the Real Property, facilities, additions and other construction on the Real Property.

Indebtedness . The word “Indebtedness” means:

(a) the Note;

(b) all principal and earned interest and other sums required to be paid pursuant to the Note, this Mortgage, and any other instruments related thereto;

(c) all sums advanced or costs or expenses incurred by Lender (whether by Lender directly or on Lender’s behalf by the Borrower) which are made or incurred pursuant to or allowed by the terms of this instrument, plus interest thereon at the same rate as provided in the Note from the date paid until reimbursed;

(d) other and additional notes, debts, obligations, and liabilities of any kind and character of Borrower, now or hereafter existing in favor of Lender regardless of whether such notes, debts, obligations, and liabilities be direct or indirect, primary or secondary, joint, several or joint and several, fixed or contingent and regardless of whether such present or future notes, debts, obligations, and liabilities may, prior to their acquisition by Lender, be or have been payable to or be or have been in favor of some other person or have been acquired by Lender in a transaction with one other than Lender, together with any and all renewals and extensions of such notes, debts, obligations, and liabilities, or any part thereof; and

(e) all renewals and extensions of the above whether or not Borrower executes any renewal or extension agreement.

Leases. Any and all leases, subleases, licenses, concessions or other agreements (written or oral, now or hereafter in effect) which grant a possessory interest in and to, or the right to use all or any portion of the Property, together with all security and other deposits made in connection therewith, and all other agreements, such as engineers’ contracts, utility contracts, maintenance agreements and service contracts, which in any way relate to the use, occupancy, operation, maintenance, enjoyment or ownership of the Property, save and except any and all leases, subleases or other agreements pursuant to which Borrower is granted a possessory interest in the Property.

Lessee . The lessee or tenant under any Leases.

Loan Agreement . That certain Loan Agreement with Construction Addendum executed by Borrower and Lender of even date herewith, together with all amendments thereto.

Mortgage . The word “Mortgage” means this Mortgage among Borrower and Lender, and includes without limitation all assignment and security interest provisions relating to the Personal Property, Property, and Rents.

Note . The word “Note” means the note dated of even date herewith, in the principal amount of**________________________ and 00/100 Dollars ($___________.00),** from Borrower to Lender, together with all renewals, extensions, modifications, refinancings, and substitutions for the Note. The Note will mature on ___________**, 20**.

Personal Property . The words “Personal Property” mean all equipment, and other articles of personal property now or hereafter owned by Borrower, and now or hereafter attached or affixed to the Real Property, and such other personal property as may be described in this Mortgage, including but not limited to that personal property described in Exhibit A attached hereto and made a part hereof for all purposes; together with all accessions, parts, additions to, replacements of, and substitutions for, any of such property; and together with all proceeds (including without limitation all insurance proceeds and refunds of premiums) from any sale or other disposition of the Property.

Property . The word “Property” means collectively the Real Property and the Personal Property (also called the “Mortgaged Property”).

Real Property . The real property located in ________________ County, _______ described in Exhibit A attached hereto and made a part hereof for all purposes, together with all tenements, hereditaments, rights and appurtenances now or hereafter belonging thereto, including, without limitation, any adjacent land or easements rights or appurtenances acquired or created for the benefit of the Real Property after the date hereof. SUBJECT TO all conditions, covenants, restrictions, reservations and easements that appear of record. The Real Property address is commonly known as ______________________________________.

Related Documents . The words “Related Documents” mean and include without limitation all credit agreements, loan agreements, guaranties, security agreements, mortgages, deeds of trust, and all other instruments and documents, whether now or hereafter existing, executed in connection with the Indebtedness.

Rents . The word “Rents” means all present and future rents, revenues, income, issues, bonuses, production payments, royalties, profits, and other benefits derived from the Property.

THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE FOLLOWING TERMS:

PAYMENT AND PERFORMANCE. Borrower does hereby mortgage, pledge, grant, convey and assign to Lender, the Property to secure to Lender the payment of the Indebtedness and all amounts secured by this Mortgage as they become due and except as otherwise provided, Borrower shall strictly and in a timely manner, perform all of Borrower’s obligations under the Indebtedness and this Mortgage.

Borrower hereby absolutely assigns to Lender all of Borrower’s right, title and interest in and to all present and future leases of the Property and all Rents from the Property. In addition, Borrower grants Lender a Uniform Commercial Code security interest in the Rents and the Personal Property.

TO HAVE AND TO HOLD the Property unto the Lender, its successors and assigns, forever.

POSSESSION AND MAINTENANCE OF THE PROPERTY. Borrower agrees that Borrower’s possession and use of the Property shall be governed by the following provisions:

Possession and Use . Until the occurrence of an Event of Default, Borrower may: (a) remain in possession and control of the Property; (b) use, operate, lease, or manage the Property; and (c) collect any Rents from the Property.

Duty to Maintain . Borrower shall maintain the Property in accordance with the terms of the Loan Agreement, including without limitation preserving the value of the Lease and causing the tenant under the Lease to maintain the Property as set forth therein.

Hazardous Substances . The terms “hazardous waste,” “hazardous substance,” “disposal,” “release,” and “threatened release,” as used in this Mortgage, shall have the same meanings as set forth in the Definition of Hazardous Materials contained in that certain Environmental Indemnity Agreement executed between the parties and dated of even date herewith (the “Environmental Indemnity”). Borrower reiterates, reasserts, and agrees to all of the representations, warranties and obligations contained in the Environmental Indemnity as if set forth fully herein.

Nuisance, Waste . Borrower shall not cause, conduct or permit any nuisance nor commit, permit, or suffer any stripping of or waste on or to the Property or any portion of the Property. Specifically without limitation, Borrower will not remove, or grant to any other party the right to remove, any timber, minerals (including oil and gas), soil, gravel or rock products without the prior written consent of Lender, except has set forth in the Plans. This restriction will not apply to rights and easements (such as gas and oil) not owned by Borrower and of which Borrower has informed Lender in writing prior to Borrower’s signing of this Mortgage.

Removal of Improvements . Borrower shall not demolish or remove any Improvements from the Real Property without the prior written consent of Lender. As a condition to the removal of any Improvements, Lender may require Borrower to make arrangements satisfactory to Lender to replace such Improvements with Improvements of at least equal value.

Lender’s Right to Enter . Lender and its agents and representatives may enter upon the Real Property at all reasonable times during normal business hours to attend to Lender’s interests and to inspect the Property for purposes of Borrower’s compliance with the terms and conditions of this Mortgage.

Compliance with Governmental Requirements . Borrower shall promptly comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the use or occupancy of the Property. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as Lender’s interests in the Property are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender’s interest.

Duty to Protect . Borrower agrees neither to abandon nor leave unattended the Property. Borrower shall do all other acts, in addition to those acts set forth above in this section, which from the character and use of the Property are reasonably necessary to protect and preserve the Property.

DUE ON SALE - CONSENT BY LENDER. Lender may, at its option, declare immediately due and payable all Indebtedness secured by this Mortgage upon the sale or transfer, without the Lender’s prior written consent, of all or any part of the Real Property, or any interest in the Real Property. A “sale or transfer” means the conveyance of Real Property or any right, title or interest therein; whether legal or equitable; whether voluntary or involuntary; whether by outright sale, deed, installment sale contract, land contract, contract for deed, leasehold interest with a term greater than three (3) years (other than the existing Lease), lease-option contract, or by sale, assignment, or transfer of any beneficial interest in or to any land trust holding title to the Real Property, or by any other method of conveyance of such Real Property interest. If any Borrower is a corporation or partnership, transfer also includes any change in ownership of more than fifty percent (50%) of the voting stock or partnership interests, as the case may be, of Borrower. However, this option shall not be exercised by Lender if such exercise is prohibited by federal law or by New York Law. A lease or conveyance by Borrower to a corporation controlled by Borrower, an associated or affiliated company, partnership or to an individual family member of the members of the Borrower, will not be deemed a violation of this paragraph, provided that: (i) Borrower and Guarantors remain liable under the respective guaranties ; (ii) Lender is notified in writing in advance of such transfer and provides prior written approval, which approval shall not be unreasonably withheld; and (iii) all individuals who become involved directly or indirectly in the ownership of the Property, personally guarantee the Indebtedness. Notwithstanding this or any other term or provision contained herein or in any other Loan Document, the existence of the Lease and the rights and obligations of the Grantor and the tenant thereunder shall in no way be considered a default under this or any other Loan Document.

TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are a part of this Mortgage:

Payment . Borrower shall pay, or cause the tenant to pay, when due (and in all events prior to delinquency) all taxes, special taxes, assessments, charges (including water and sewer), fines and impositions levied against or on account of the Property, and shall pay when due all claims for work done on or for services rendered or material furnished to the Property. Borrower shall maintain the Property free of all liens having priority over or equal to the interest of Lender under this Mortgage, except for the lien of taxes and assessments not due and except as otherwise provided in this Mortgage.

Right to Contest . Borrower may withhold payment of any tax, assessment, or claim in connection with a good faith dispute over the obligation to pay, so long as Lender’s interest in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment, Borrower shall within thirty (30) days after the lien arises or, if a lien is filed, within thirty (30) days after Borrower has notice of the filing, secure the discharge of the lien, or if requested by Lender, deposit with Lender, cash or a sufficient corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the lien plus any costs and attorneys’ fees or other charges that could accrue as a result of a foreclosure or sale under the lien. In any contest, Borrower shall defend itself and Lender and shall satisfy any adverse judgment before enforcement against the Property. Borrower shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings.

Evidence of Payment . Borrower shall upon demand furnish to Lender satisfactory evidence of payment of the taxes or assessments and shall authorize the appropriate governmental official to deliver to Lender at any time a written statement of the taxes and assessments against the Property.

Notice of Construction . Following completion of the Improvements described in the Loan Agreement, Borrower shall notify Lender at least thirty (30) days before any work is commenced, any services are furnished, or any materials are supplied to the Property, if any mechanic’s lien, materialmen’s lien, or other lien could be asserted on account of the work, services, or materials and the cost exceeds $25,000.00. Borrower will upon request of Lender furnish to Lender advance assurances satisfactory to Lender that Borrower can and will pay the cost of such improvements.

PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Mortgage:

Maintenance of Insurance . Borrower shall procure and maintain policies of fire insurance with standard extended coverage endorsements on a replacement basis for the full insurable value covering all Improvements on the Real Property and all Personal Property in an amount sufficient to avoid application of any coinsurance clause, and with a standard mortgagee clause in favor of Lender, together with such other insurance, including but not limited to hazard, liability, business interruption, and boiler insurance, as Lender may reasonably require. Policies shall be written in form, amounts, coverages and basis reasonably acceptable to Lender. BORROWER MAY FURNISH THE REQUIRED INSURANCE WHETHER THROUGH EXISTING POLICIES OWNED OR CONTROLLED BY BORROWER OR THROUGH EQUIVALENT INSURANCE FROM ANY INSURANCE COMPANY AUTHORIZED TO TRANSACT BUSINESS IN THE STATE OF NEW YORK. If Borrower fails to provide any required insurance or fails to continue such insurance in force, Lender may, but shall not be required to, do so at Borrower’s expense, and the cost of the insurance will be added to the Indebtedness. If any such insurance is procured by Lender at a rate or charge not fixed or approved by the State Board of Insurance, Borrower will be so notified, and Borrower will have the option for five (5) days of furnishing equivalent insurance through any insurer authorized to transact business in New York. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days’ prior written notice to Lender.

Application of Proceeds . Borrower shall promptly notify Lender of any loss or damage to the Property if the estimated cost of repair or replacement exceeds $50,000.00. Lender may make proof of loss if Borrower fails to do so within thirty (30) days of the casualty. Whether or not Lender’s security is impaired, Lender may, at its election, apply the proceeds to the reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration and repair of the Property. If Lender elects to apply the proceeds to restoration and repair, Borrower shall comply with the Lease terms in repairing or replacing the damaged or destroyed Property in a manner satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or reimburse Borrower from the proceeds for the reasonable cost of repair or restoration if Borrower is not in default under this Mortgage. Any proceeds which have not been disbursed within 180 days after their receipt and which Lender has not committed to the repair or restoration of the Property shall be used first to pay any amount owing to Lender under this Mortgage, then to pay accrued interest, and the remainder, if any, shall be applied to the principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of the Indebtedness, such proceeds shall be paid to Borrower as Borrower’s interests may appear.

Unexpired Insurance at Sale. Any unexpired insurance shall inure to the benefit of, and pass to, the purchaser of the Property covered by this Mortgage at any sale held under the provisions of this Mortgage, or at any foreclosure sale of such Property.

Borrower’s Report on Insurance . Upon request of Lender, however not more than once a year, Borrower shall furnish to Lender a report on each existing policy of insurance showing: (a) the name of the insurer; (b) the risks insured; (c) the amount of the policy; (d) the property insured, the then current replacement value of such property, and the manner of determining that value; and (e) the expiration date of the policy. Borrower shall, upon request of Lender, have an independent appraiser satisfactory to Lender determine the cash value replacement cost of the Property.

FINANCIAL STATEMENTS. Borrower and each Guarantor of the Indebtedness, shall furnish to Lender such balance sheets, income statements and cash flow statements in such form and detail as Lender shall require in the Loan Agreement.

APPRAISALS. Borrower shall furnish to Lender, upon request, such appraisals of the Property as may be required of Lender under applicable state or federal laws and regulations issued pursuant thereto.

ANNUAL REPORTS. Borrower shall furnish to Lender, upon request, a certified statement of Net Operating Income received from the Property during Borrower’s previous fiscal year and such other and various financial reporting requirements and reports required by the Loan Agreement. “Net Operating Income” shall mean all cash receipts from the Property less all cash expenditures made in connection with the operations of the Property.

EXPENDITURES BY LENDER. If Borrower fails to comply with any provision of this Mortgage, or if any action or proceeding is commenced that would materially affect Lender’s interests in the Property, Lender on Borrower’s behalf may, but shall not be required to, take any action that Lender deems appropriate. Any amount that Lender expends in so doing will bear interest at the Note rate from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses, at Lender’s option, will: (a) be payable on demand; (b) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (i) the term of any applicable insurance policy or (ii) the remaining term of the Note; or (c) be treated as a balloon payment which will be due and payable at the Note’s maturity. This Mortgage also will secure payment of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or any remedies to which Lender may be entitled on account of the default. Any such action by Lender shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise would have had.

WARRANTY: DEFENSE OF TITLE. The following provisions relating to ownership of the Property are a part of this Mortgage:

Title . Borrower warrants that: (a) Borrower holds good and marketable title of record to the Property in fee simple, free and clear of all liens and encumbrances other than those set forth herein or in any title insurance policy, title report, or attorney’s opinion issued in favor of, and accepted by Lender in connection with this Mortgage; and (b) Borrower has the full right, power, and authority to execute and deliver this Mortgage to Lender.

Defense of Title . Subject to the exception in the paragraph above, Borrower warrants and will forever defend the title to the Property against the lawful claims of all persons. In the event any action or proceeding is commenced that questions Borrower’s title or the interest of Lender under this Mortgage, Borrower shall defend the action at Borrower’s expense. Borrower may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of Lender’s own choice, and Borrower will deliver, or cause to be delivered, to Lender such instruments as Lender may request from time to time to permit such participation.

Compliance with Laws . Borrower warrants that the Property and Borrower’s use of the Property complies in all material respects with all existing applicable laws, ordinances, and regulations of governmental authorities.

CONDEMNATION. The following provisions relating to proceedings in condemnation are a part of this Mortgage:

Application of Net Proceeds . If all or any part of the Property is condemned by eminent domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may at its election require that all or any portion of the net proceeds of the award be applied to the Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall mean the award after payment of all reasonable costs, expenses, and attorneys’ fees necessarily paid or incurred by Borrower or Lender in connection with the condemnation.

Proceedings . If any proceeding in condemnation is filed, Borrower shall promptly notify Lender in writing, and Borrower shall promptly take such steps as may be necessary to defend the action and obtain the award. Borrower may be the nominal party in such proceeding, but Lender shall be entitled to participate in the proceeding and to be represented in the proceeding by counsel of its own choice, and Borrower will deliver or cause to be delivered to Lender such instruments as may be requested by it from time to time to permit such participation.

ASSIGNMENT OF LEASES AND RENTS. The following provisions relating to this Mortgage as an assignment of Leases and Rents are a part of this Mortgage:

Assignment with Limited License . As additional security for the payment of the Indebtedness, Borrower hereby absolutely assigns to Lender all Leases and Rents as defined above. Until the occurrence of an Event of Default, Borrower is granted a license to collect and retain the Rents; however, upon receipt from Lender of a notice that an Event of Default exists under this Mortgage, Lender may terminate Borrower’s license, and then Lender, as Borrower’s agent, may collect the Rents. In addition, if the Property is vacant, Lender may rent or lease the Property in accordance with the restrictions and requirements set forth in the Lease. Lender shall not be liable for its failure to rent the Property, to collect any rents, or to exercise diligence in any matter relating to the Rents; Lender shall be accountable only for Rents actually received. Lender neither has nor assumes any obligation as lessor or landlord with respect to any occupant of the Property. Rents so received shall be applied by Lender first to the remaining unpaid balance of the Indebtedness, in such order or manner as Lender shall elect, and the residue, if any, shall be paid to the person or persons legally entitled to the residue.

Performance . Borrower shall observe, perform and discharge, duly and punctually, in all material respects all and singular, the obligations, terms, covenants, conditions and warranties of this Mortgage, the Loan Agreement and of the Leases; and Borrower shall give prompt notice to Lender of any failure on the part of Borrower to observe, perform and discharge the same.

Notification to Lessees . Borrower shall notify and direct, in writing, each and every present or future Lessee or occupant of the Property or of any part thereof that any security deposit or other deposits heretofore delivered to Borrower have been retained by Borrower or assigned and delivered to Lender, as the case may be.

Enforcement . Borrower shall enforce or secure in the name of the Lender the performance of each and every obligation, term, covenant, condition and agreement in the leases by any tenant to be performed, and Borrower shall appear in and defend any action or proceeding arising under, occurring out of, or in any manner connected with the Leases or the obligations, duties or liabilities of the Borrower and any tenant thereunder, and upon request by Lender, Borrower will do so in the name and on behalf of the Lender, but at the expense of the Borrower, and Borrower shall pay all costs and expenses of the Lender, including reasonable attorney’s fees and disbursements, in any action or proceeding in which the Lender may appear.

Anticipation or Hypothecation of Rents . Borrower shall neither receive nor collect any Rents from any present or future Lessee for a period of more than one (1) month in advance (whether in cash or by evidence of indebtedness); nor pledge, transfer, mortgage or otherwise encumber or assign future payments of Rents; nor, waive, excuse, condone, discount, setoff, compromise or in any manner release or discharge any Lessee of or from any obligations, covenants, conditions and agreements to be kept, observed and performed by such Lessee, including the obligation to pay Rents hereunder, in the manner and at the time and place specified therein.

Modification of Leases . Borrower shall not cancel, terminate or consent to any surrender of any Lease or commence any action of ejectment or any summary proceedings for dispossession of the Lessee or exercise any right of recapture provided in any Lease, nor materially modify or materially alter the terms thereof. Borrower shall not renew or extend the term of any Lease unless an option therefor was originally so reserved by the original tenant and for a definite and determinable rental, and Borrower shall not relocate any tenant within the Property nor consent to any material modification of the express purposes for which the Property has been leased.

No Sublease or Assignment . Borrower shall not consent to any subletting of the Property or any part thereof, nor to any assignment of any Lease by any Lessee thereunder, nor to any assignment or further subletting of any sublease, without obtaining in each instance the prior written consent of Lender.

Delivery of Leases; Further Acts and Assurances . Until the Indebtedness and the Obligation have been paid in full and discharged, Borrower will deliver to the Lender executed copies of all Leases when executed and will transfer and assign future Leases upon the same terms and conditions as herein contained, and Borrower hereby covenants and agrees to make, execute and deliver to Lender, upon demand and at any time or times, any and all assignments and other documents and instruments which Lender may deem advisable to carry out the true purpose and intent of this Assignment.

No Merger of Estate . So long as any part of the Indebtedness remains unpaid and undischarged, and unless the Lender otherwise consents in writing, the fee and the leasehold estate in and to the Property shall not merge, but shall always remain separate and distinct, notwithstanding the union of such estates (without implying Lender’s consent to such union) either in the Borrower, the Lender or in any Lessee or in any third party by purchase or otherwise.

SECURITY AGREEMENT; FINANCING STATEMENTS. The following provisions relating to this Mortgage as a security agreement are a part of this Mortgage:

Security Agreement . This instrument shall constitute a security agreement to the extent any of the Property or Personal Property constitutes fixtures or other personal property, and Lender shall have all of the rights of a secured party under the New York Uniform Commercial Code as amended from time to time.

Security Interest . Upon request by Lender, Borrower shall execute financing statements and take whatever other action is requested by Lender to perfect and continue Lender’s security interest in the Property. In addition to recording this Mortgage in the real property records, Lender may, at any time and without further authorization from Borrower, file executed counterparts, copies or reproductions of this Mortgage as a financing statement. Borrower shall reimburse Lender for all expenses incurred in perfecting or continuing this security interest. Upon default, Borrower shall assemble the Personal Property in a manner and at a place reasonably convenient to Borrower and Lender and make it available to Lender within three (3) days after receipt of written demand from Lender.

Addresses . The mailing addresses of Borrower (debtor) and Lender (secured party), from which information concerning the security interest granted by this Mortgage may be obtained (each as required by the New York Uniform Commercial Code), are as stated on the first page of this Mortgage.

FURTHER ASSURANCES. The following provisions relating to further assurances and attorney-in-fact are a part of this Mortgage:

Further Assurances . At any time, and from time to time, upon request of Lender, Borrower will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or to Lender’s designee, and when requested by Lender, cause to be filed, recorded, refiled, or rerecorded, as the case may be, at such times and in such offices and places as Lender may deem appropriate, any and all such mortgages, deeds of trust, security deeds, security agreements, financing statements, continuation statements, instruments of further assurance, certificates, and other documents as may, in the sole opinion of Lender, be necessary or desirable in order to effectuate, complete, perfect, continue, or preserve: (a) the obligations of Borrower under the Note, this Mortgage, and the Related Documents; and (b) the liens and security interests created by this Mortgage as first and prior liens on the Property, whether now owned or hereafter acquired by Borrower. Unless prohibited by law or agreed to the contrary by Lender in writing, Borrower shall reimburse Lender for all costs and expenses incurred in connection with the matters referred to in this paragraph.

FULL PERFORMANCE. If Borrower pays all the Indebtedness when due, and otherwise performs all the obligations imposed upon Borrower under this Mortgage, Lender shall execute and deliver to Borrower a release of this Mortgage lien and suitable statements of termination of any financing statement on file evidencing Lender’s security interest in the Rents and the Personal Property. Reasonable costs for preparation of such release and statements of termination together with any filing fees required by law shall be paid by Borrower, if permitted by applicable law.

EVENTS OF DEFAULT. Each Event of Default under the Loan Agreement constitutes an Event of Default under this Mortgage.

A default shall not be an Event of Default, if a monetary default is cured within 10 days and a non-monetary default is cured within 30 days following the delivery of or the mailing of written notice from Lender to Borrower’s most current address as reflected in Lender’s business records specifying the existence of any such default. If such default is not cured within the applicable period, the default shall be an Event of Default without need of any further notice or action by Lender.

RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of any Event of Default, and after giving any required statutory notice of default, including any notice required under the laws of the State of New York, at any time thereafter, Lender, at its option, may exercise any one or more of the following rights and remedies, in addition to any other rights or remedies provided by law:

Accelerate Indebtedness . Lender may declare the unpaid principal balance of the Indebtedness due and payable. In no event will Borrower be required to pay any unearned interest.

Foreclosure . In the event Lender elects to foreclose this Mortgage, then Lender, at its option, may: (a) foreclose this Mortgage by judicial proceeding; and/or (b) invoke any other remedies provided herein or in any other instrument evidencing, guaranteeing, or securing payment of the sums secured hereby by or otherwise provided by applicable law. Without limiting the generality of the foregoing, Lender shall be entitled to seek specific performance and/or injunctive relief (prohibitive or mandatory) with respect to the Borrower’s covenants and agreements contained in this Mortgage and the other documents evidencing and securing the loan secured hereby, whether or not Lender elects to accelerate the sums secured hereby.

UCC Remedies . With respect to all or any part of the Personal Property, Lender shall have all the rights and remedies of a secured party under the New York Uniform Commercial Code.

Lender’s Powers . Borrower hereby authorizes and empowers Lender to direct the sale of all or any portion of the Property together or in lots or parcels, as Lender may deem expedient, and to execute and deliver to the purchaser or purchasers of such Property good and sufficient deeds of conveyance of fee simple title, or of lesser estates, and bills of sale and assignments, with covenants of general warranty made on behalf of Borrower. In no event shall Lender be required to exhibit, present or display at any such sale any of the Property to be sold at such sale. The Lender making such sale shall receive the proceeds of the sale and shall apply the same as provided below. Payment of the purchase price to Lender shall satisfy the liability of the purchaser at any such sale of the Property, and such person shall not be bound to look after the application of the proceeds.

Appoint Receiver . Lender shall have the right to have a receiver appointed to take possession of all or any part of the Property, with the power to protect and preserve the Property, to operate the Property preceding foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness. The receiver may serve without bond if permitted by law. Lender’s right to the appointment of a receiver shall exist whether or not the apparent value of the Property exceeds the Indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver.

Tenancy at Sufferance . If Borrower remains in possession of the Property after the Property is sold as provided above or Lender otherwise becomes entitled to possession of the Property upon default of Borrower, Borrower shall become a tenant at sufferance of Lender or the purchaser of the Property and shall, at Lender’s option, either: (a) pay a reasonable rental for the use of the Property; (b) vacate the Property immediately upon the demand of Lender; or (c) if such tenants refuse to surrender possession of the Property upon demand, the purchaser shall be entitled to institute and maintain the statutory action of forcible entry and detainer and procure a writ of possession thereunder, and Borrower expressly waives all damages sustained by reason thereof.

Marshalling, Appraisement, Sale of the Property and Redemption . To the extent permitted by applicable law, Borrower hereby waives any and all rights to have the Property marshalled. In exercising its rights and remedies, the Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property. Lender may convey all or any part of the Property to the highest bidder for cash with a general warranty binding Borrower, subject to prior liens and to other exceptions to the conveyance and warranty. Appraisement of the Property is hereby waived. Redemption of the Property under the laws of the State of New York including redemption is hereby waived pursuant to the applicable provisions of the New York Statutes.

Prima Facie Evidence . The affidavit of any person having knowledge of the facts to the effect that proper notice as required by New York law was given shall be prima facie evidence of the fact that such notice was in fact given. Recitals and statements of fact in any notice or in any conveyance to the purchaser or purchasers of the Property in any foreclosure sale under this Mortgage shall be prima facie evidence of the truth of such facts, and all prerequisites and requirements necessary to the validity of any such sale shall be presumed to have been performed. Any sale under the powers granted by this Mortgage shall be a perpetual bar against Borrower, Borrower’s, successors and assigns.

Proceeds . Lender shall pay the proceeds of any sale of the Property: (a) first, to the expenses of foreclosure, including reasonable fees or charges paid to the Lender, including but not limited to fees for enforcing the lien, posting for sale, selling, or releasing the Property; (b) then to Lender the full amount of the Indebtedness; (c) then to any amount required by law to be paid before payment to Borrower; and (d) the balance, if any, to Borrower.

Waiver; Election of Remedies . A waiver by any party of a breach of a provision of this Mortgage shall not constitute a waiver of or prejudice that party’s rights otherwise to demand strict compliance with that provision or any other provision. Election by Lender to pursue any remedy provided in this Mortgage, the Indebtedness, in any Related Document, or provided by law shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower under this Mortgage after failure of Borrower to perform shall not affect Lender’s right to declare a default and to exercise any of its remedies.

Attorneys’ Fees; Expenses . If Lender institutes any suit or action to enforce any of the terms of this Mortgage, Lender shall be entitled to recover such sum as the court may adjudge reasonable as attorneys’ fees at trial and on any appeal. Whether or not any court action is involved, all reasonable expenses incurred by Lender which in Lender’s opinion are necessary at any time for the protection of its interest or the enforcement of its rights shall become a part of the Indebtedness, be payable on demand and shall bear interest at the Note rate from the date of expenditure until repaid. Expenses covered by this paragraph include, without limitation, however subject to any limits under applicable law, Lender’s reasonable attorneys’ fees whether or not there is a lawsuit, including attorneys’ fees for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals and any anticipated post-judgment collection services, the cost of searching records, obtaining title reports (including foreclosure reports), surveyors’ reports, environmental assessments, appraisal fees, title insurance, and fees for the Lender, to the extent permitted by applicable law. Borrower will also pay any court costs, in addition to all other sums provided by law. In the event of foreclosure of this Mortgage, Lender shall be entitled to recover from Borrower Lender’s reasonable attorneys’ fees and actual disbursements necessarily incurred by Lender in pursuing such foreclosure.

POWERS AND OBLIGATIONS OF LENDER. The following provisions relating to the powers and obligations of Lender are part of this Mortgage:

Powers of Lender . In addition to all powers of Lender arising as a matter of law, Lender shall have the power to take the following actions with respect to the Property upon the written request of Borrower: (a) join in preparing and filing a map or plat of the Real Property, including the dedication of streets or other rights to the public; (b) join in granting any easement or creating any restriction on the Real Property; and (c) join in any subordination or other agreement affecting this Mortgage or the interest of Lender under this Mortgage.

Obligations to Notify . Lender shall not be obligated to notify any other lienholder of the Property of the commencement of a foreclosure proceeding or of the commencement of any other action to which Lender may avail itself as a remedy, except to the extent required by applicable law or by written agreement.

Foreclosure . In addition to the rights and remedies set forth above, with respect to all or any part of the Property, the Lender shall have the right to foreclose by notice and sale, and by judicial foreclosure, in either case in accordance with and to the full extent provided by applicable law.

NOTICES TO BORROWER AND OTHER PARTIES. Any notice under this Mortgage shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Mortgage. Any party may change its address for notices under this Mortgage by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to notify Lender immediately if Borrower changes its current address.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Mortgage:

Amendments . This Mortgage, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Mortgage. No alteration of or amendment to this Mortgage shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

Applicable Law . This Mortgage has been delivered to Lender and accepted by Lender in the State of New York. This Mortgage shall be governed by and construed in accordance with the laws of the State of New York and applicable federal laws.

Caption Headings. Caption headings in this Mortgage are for convenience purposes only and are not to be used to interpret or define the provisions of this Mortgage.

Limitation of Interest. All agreements between Borrower and Lender are expressly limited so that in no contingency or event whatsoever whether by reason of advancement of the proceeds of the Indebtedness, acceleration of maturity of the Indebtedness hereof, or otherwise, shall the amount paid or agreed to be paid to the Lender for the use, forbearance, or detention of the money to be advanced hereunder exceed the highest rate permissible under the laws of the State of New York and of the United States, (to the extent not preempted by federal law, if any) and any subsequent revisions repeals, or judicial interpretations thereof, to the extent any of same are applicable hereto and thereto. If, from any circumstance whatsoever, fulfillment of any provisions hereof or of the Indebtedness or any other agreement referred to herein or therein shall, at the time fulfillment of such provision be due, involve transcending the limit of validity prescribed by law that a court of competent jurisdiction may deem applicable hereto, then ipso facto the obligations to be fulfilled shall be reduced to the limit of such validity, and if from any circumstance the Lender shall ever receive as interest an amount which would be excessive interest, it shall: (a) be applied to the reduction of the unpaid principal balance of the Indebtedness; or (b) be refunded to Borrower and not to the payment of interest. It is further agreed, without limitation of the foregoing, that all calculations of the rate of interest contracted for, charged, or received on the Indebtedness evidenced or secured hereby that are made for the purpose of determining whether such rate exceeds the maximum lawful contract rate, shall be made, to the extent permitted by applicable law, by amortizing, prorating, allocating, and spreading throughout the full stated term of the Indebtedness so that such rate of interest on account of such Indebtedness, as so calculated, is uniform throughout the term thereof. This provision shall control every other provision of all agreements between Borrower and the Lender.

Merger. There shall be no merger of the interest or estate created by this Mortgage with any other interest or estate in the Property at any time held by or for the benefit of Lender in any capacity, without the written consent of Lender.

Severability. If a court of competent jurisdiction finds any provision of this Mortgage to be invalid or unenforceable as to any person or circumstance, such finding shall not render that provision invalid or unenforceable as to any other persons or circumstances. If feasible, any such offending provisions shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it shall be stricken and all other provisions of this Mortgage in all other respects shall remain valid and enforceable.

Successors and Assigns. Subject to the limitations stated in this Mortgage on transfer of Borrower’s interest, this Mortgage shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Property becomes vested in a person other than Borrower, Lender, without notice to Borrower, may deal with Borrower’s successors with reference to this Mortgage and the Indebtedness by way of forbearance or extension without releasing Borrower from the obligations of this Mortgage or liability under the Indebtedness.

Time is of the Essence. Time is of the essence in the performance of this Mortgage.

Waivers and Consents. Lender shall not be deemed to have waived any rights under this Mortgage (or under the Related Documents) unless such waiver is in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by any party of a provision of this Mortgage shall not constitute a waiver of or prejudice the party’s right otherwise to demand strict compliance with that provision or any other provision. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, shall constitute a waiver of any of Lender’s rights or any of Borrower’s obligations as to any future transactions. Whenever consent by Lender is required in this Mortgage, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required.

JURY TRIAL WAIVER. IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

ADDITIONAL PROVISIONS:

[Vendor’s Lien. The Note hereby secured represents funds advanced by Beneficiary at the special instance and request of Borrower and used in payment of a portion of the purchase price of the hereinabove described property, and Borrower hereby expressly confess, recognize and acknowledge a Vendor’s Lien on said property as security therefore.]

[Proceeds. The Note hereby secured is given for the purpose of constructing improvements on the Property, subject to the terms and conditions of the Loan Agreement of even date herewith.]

BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS MORTGAGE, AND BORROWER AGREES TO ITS TERMS.

EXECUTED this____________________, 20__.

BORROWER:


By: _______________________________
Name:
Title”

STATE OF ____________

COUNTY OF ______________

This instrument was acknowledged before me on this                    day of _____ 20__, by ____________________ of ______________, a _______________________, in its capacity as _________ of  ________________, on behalf of said limited liability company.


		                                            	__________________________________ 
						NOTARY PUBLIC – STATE OF ___                   

EXHIBIT “A”

Real Property

EXHIBIT “A”

Personal Property

All equipment, machinery, fixtures, goods, inventory, accounts, deposit accounts, money, general intangibles, documents, documents of title, instruments and chattel paper, as those terms are defined in the Uniform Commercial Code, and all other personal property of every kind and description, whether now existing, or hereafter acquired now or at any time hereafter attached to, erected upon, situated in or upon, forming a part of, appurtenant to, used in the construction or operation of or in connection with, or arising from the use or enjoyment of all or any portion of, or from any lease or agreement pertaining to the Real Property (but excluding the personal property of tenants held for storage on the Real Property, unless Borrower has acquired an interest therein) including, without limitation:

A.	All income, rents, royalties, revenue, issues, profits, proceeds and other benefits from any and all of the Real Property;

B.	All deposits made with or other security given to utility companies by Borrower with respect to the Real Property and the improvements thereon, and all advance payments of insurance premiums made by Borrower with respect thereto and all claims or demands relating to such deposits, other security and/or such insurance;

C.	All fixtures now or hereafter affixed to the Real Property, including all building material, machinery, apparatus, equipment, fittings, fixtures and personal property of every kind and nature whatsoever, now in, part of, affixed to, delivered to or used in connection with the buildings and improvements on the Real Property, or placed in, affixed to, delivered to or used in connection which any buildings and improvements or any buildings hereinafter constructed or placed upon the Real Property or any part thereof, including, but without limiting the generality of the foregoing, all engines, furnaces, boilers, stokers, pumps, heaters, tanks, dynamos, transformers, motors, generators, fans, blowers, vents, switchboards, electrical equipment, heating, plumbing, lifting and ventilating apparatus, air-cooling and air-conditioning apparatus, water, gas and electrical fixtures, elevators, mail conveyors, escalators, drapes, carpets, shades, awnings, screens, radiators, partitions, ducts, shafts, pipes, conduits, lines and facilities of whatsoever nature for air, gas, water, steam, electricity, waste sewage and for other utilities, services and uses, compressors, vacuum cleaning systems, call systems, fire prevention and extinguishing apparatus, kitchen equipment, cafeteria equipment, all of which to the extent permitted by law are hereby understood and agreed to be part and parcel of the Real Property and improvements thereon and appropriated to the use and operation of the Real Property and said improvements, and whether affixed or annexed or not, shall be deemed constructively to be real estate (all of such fixtures being referred to hereinafter as the "Improvements");

D.	All damages, royalties and revenue of every kind, nature and description whatsoever that Borrower may be entitled to receive, either before or after any default hereunder, from any person or entity owning or having or hereafter acquiring a right to the oil, gas or mineral rights and reservations of the Real Property;

E.	All proceeds and claims arising on account of any damages to or taking of the Real Property or the Improvements thereon or any part thereof, and all causes of action and recoveries for any loss or diminution in the value of the Real Property or the Improvements; 

F.	All licenses (including, but not limited to, any operating licenses or similar licenses), contracts, management contracts or agreements, franchise agreements, permits, authorities or certificates required or used in connection with the ownership of, or the operation of maintenance of the Improvements;

G.	All present and future accounts, general intangibles, chattel paper, contract rights, deposit accounts, instruments and documents as those terms are defined in the Uniform Commercial Code, now or hereafter relating or arising with respect to the Real Property and for the use thereof or any improvements thereto, including without limitation; (i) all rights to the payment of money, including escrow proceeds arising out of the sale or other disposition of all or any portion of the Real Property; (ii) all plans, specifications and drawings relating to the development of the Real Property and/or any construction thereof; (iii) all use permits, occupancy permits, development agreements, construction and building permits, occupancy permits, development agreements, construction and building permits and all other permits and approvals required by any governmental or quasi-governmental authority in connection with the development, construction, use, occupancy or operation of the Real Property; (iv) any and all agreements relating to the development, construction, use occupancy and for operation of the Real Property between Borrower and any contractor, subcontractor, project manager or supervisor, architect, engineer, laborer or supplier of materials; (v) all sale, lease or rental agreements; (vi) all names under which the Real Property or the Improvements are now or hereafter known and all rights to carry on business under any such names or any variant thereof; (vii) all goodwill relating to the Real Property and for the development, construction, use, occupancy or operation thereof; (viii) all insurance proceeds and condemnation awards arising out of or incidental to the ownership, development, construction, use, occupancy or operation of the Real Property; (ix) all reserves, deferred payments, deposits, refunds, cost savings, bonds, insurance policies and payments of any kind relating to the Real Property; (x) all loan commitments issued to Borrower in connection with any sale or financing of the Real Property; and (xi) all supplements, modifications and amendments to the foregoing;

H.	All water rights appurtenant to the Real Property together with all pumping plants, pipes, flumes and ditches, all rights to the use of water as well as the rights in ditches relating to the Real Property, shares of stock or other evidence of ownership of any part of the Real Property that is owned by Borrower in common with others, and all documents of membership in any owners' or members' association or similar group having responsibility for managing or operating any part of the Real Property;

I.	All landscaping, trees and other plants growing on the Real Property and all maintenance buildings and maintenance equipment located on the Real Property.

All replacements, repairs and substitutions of, and accessories, attachments and additions to, any of the foregoing.

All proceeds of any of the foregoing, including, without limitation, proceeds of any voluntary or involuntary disposition or claim respecting any thereof (pursuant to judgment, condemnation award or otherwise) and all goods, documents, instruments, general intangibles, chattel paper and accounts, wherever located, acquired with cash proceeds of any of the foregoing or proceeds thereof.
1 Like

EXHIBIT G

To Master Loan Agreement

FORM OF CONSTRUCTION LOAN AGREEMENT

THIS CONSTRUCTION LOAN AGREEMENT is entered into this ______________, 202 (the “Loan Agreement”) between ________________________, a ____________, located at [address] (the “Borrower”) and 6S Capital Partners LLC, Series A, a Delaware series limited liability company located at 427 N Tatnall St., Suite 47933, Wilmington, DE 19801 (the “Lender”).

WHEREAS, the Borrower has applied to Lender for a loan in the principal amount of ________________________________ and 00/100 Dollars ($______________.00) for the acquisition, development, retrofit, construction and lease of a single tenant retail or commercial space for ________________ to be located in ______________________ (including the property together with any improvements and other appurtenances and additions thereto) (the “Project”).

WHEREAS, the loan will be evidenced by Borrower’s promissory note dated even date herewith containing the interest rate and other terms and conditions of the loan (the “Note”).

WHEREAS, repayment of the Note is secured by a Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents, together with any other documents securing or governing the Note (the “Mortgage”).

WHEREAS, the Guarantors are delivering a completion guaranty and a limited commercial guaranty for the Project, together with other subsequent guaranties which may be executed hereinafter (the “Guarantors”).

NOW, THEREFORE, for and in consideration of the premises hereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower agrees as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions. As used in this Loan Agreement the following terms shall have the meanings indicated:

Advance means a disbursement by Lender of any of the proceeds of the Loan.

Advance Account means a deposit account established with a bank designated by Lender, in the name of Borrower which shall be under the sole control of Lender for the purpose of making advances pursuant to the Loan Agreement.

Architect means any architect engaged by Borrower and approved by Lender to design the Plans for the Improvements or any part thereof.

Architectural Contract means a written agreement between Borrower and Architect for architectural services pertaining to construction of the Improvements, if applicable.

Borrower means all parties named Borrower in the first paragraph of this Loan Agreement.

Completion means when all of the following have been delivered to Lender:

(i) Certificate of Occupancy (or its equivalent) from the appropriate Governmental Authority having jurisdiction over the Property; and

(ii) An Affidavit and full release of liens in recordable form from the General Contractor and, upon request of Lender, any other contractors or subcontractors who have performed work on, or furnished materials for, the Improvements.

Completion Date means the date that the Improvements are constructed to Completion, but in no event later than ________, 20

Completion Deposit means an amount (if any) reasonably calculated by Lender to equal the difference between:

(i) the amount which Lender from time to time determines, after review of budget variances, if any, and discussions with Borrower, to be necessary to (x) pay all costs to be incurred in connection with the completion of the development of the Property and the construction of the Improvements in accordance with this Loan Agreement (y) pay all sums which may accrue under the Loan Documents prior to repayment of the Indebtedness, including without limiting the generality of the foregoing, interest on the Indebtedness; and (z) enable Borrower to perform and satisfy all of the covenants of Borrower contained in the Loan Documents; and

(ii) the funds then unadvanced by Lender to Borrower on the Note.

Construction Contracts means any and all contracts and agreements, written or oral, between Borrower and General Contractor, between Borrower and any other original contractor, between any of the foregoing and any subcontractor and between any of the foregoing and any other person or entity relating in any way to the construction of the Improvements, including the performing of labor or the furnishing of standard or specially fabricated materials in connection therewith.

Environmental Report means a report prepared by a reputable engineer or other party satisfactory to Lender in such detail as Lender may require, indicating that no part of the Property is contaminated with Hazardous Materials or is subject to undue risk of contamination by Hazardous Materials.

General Contractor means any general contractor engaged by Borrower and approved by Lender to construct the Improvements or any part thereof.

Governmental Authority means any and all courts, boards, agencies, commissions, offices or authorities of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

Guarantor means ___________________.

Guaranty means those instruments of guaranty, if any, now or hereafter in effect, from Guarantor in favor of Lender to absolutely and unconditionally guarantee to the Lender that the Borrower will complete the Improvements free and clear of liens in accordance with the Plans, and the repayment of certain terms as provided in such instruments of guaranty executed by each Guarantor.

Hazardous Materials means any flammables, explosives, radioactive materials, asbestos, petroleum products, or other hazardous waste, including, without limitation, substances defined as “hazardous substances”, “hazardous materials”, or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Hazardous Materials Transportation Act, and The Resources Conservation and Recovery Act, all as amended.

Improvements means the improvements described in the Plans, being generally described as the construction of a _______ square foot, build-to-suit building for _______________ to be located in ____________________ including any improvements and other appurtenances and additions thereto).

Indebtedness means the principal of, interest on and all other amounts, payments and premiums due under or secured by the Note, the Loan Agreement and any and all other documents now or hereafter executed by Borrower or any other person or party in connection with the loan evidenced by the Note.

Independent Inspector means the architect, engineer, agent, consultant or other inspector selected and retained by Lender, at Borrower’s expense, to supervise construction of and inspect the Improvements on behalf of Lender.

Lease means the Build-to-Suit Lease, dated ______________ between the Borrower and _____________.

Legal Requirements means:

(i) any and all present and future judicial decisions, statutes, rulings, rules, regulations, permits, certificates or ordinances of any Governmental Authority in any way applicable to Borrower, any Guarantor or the Property, including, without limiting the generality of the foregoing, the ownership, use, construction, occupancy, possession, operation, maintenance, alteration, repair or reconstruction thereof;

(ii) any and all covenants, conditions and restrictions contained in any deed or other form of conveyance or in any other instrument of any nature that relate in any way or are applicable to the Property or the ownership, use or occupancy thereof;

(iii) Borrower’s presently or subsequently effective operating agreement and certificate of formation or other form of business association agreement;

(iv) any and all Leases; and

(v) any and all leases, other than those described in (iv) above, and other contracts (written or oral) of any nature that relate in any way to the Property and to which Borrower may be bound, including, without limiting the generality of the foregoing, any lease or other contract pursuant to which Borrower is granted a possessory interest in the Property.

Lender shall mean Series __ of 6S Capital Partners LLC.

Loan Documents means this Loan Agreement, the Note, the Mortgage and any and all other documents now or hereafter executed by Borrower or any other person or party to evidence and to secure the payment of the Indebtedness or the performance and discharge of the Obligations.

Mortgage means the Mortgage, Security Agreement, Financing Statement and Assignment of Rents of even date herewith, executed by Borrower, conveying the Property to a trustee for Lender to secure the repayment of the Indebtedness and performance of the Obligations and all amendments thereto.

Note means the promissory note of even date herewith, executed by Borrower, payable to the order of Lender, in the amount of ___________________________ and 00/100 Dollars ($_____________) and any and all renewals, rearrangements, reinstatements, enlargements or extensions thereof or of any promissory note or notes given therefor.

Obligations means any and all of the covenants, conditions, warranties, representations and other obligations (other than to repay the Indebtedness) made or undertaken by Borrower to Lender as set forth in the Note, the Mortgage, the Loan Agreement and all other documents now or hereafter executed by Borrower in connection with the loan evidenced by the Note and in any deed, lease, sublease or other form of conveyance or any other agreement pursuant to which Borrower is granted a possessory interest in the Property.

Plans means any and all contracts and agreements, written or oral, between Architect and Borrower, together with the final plans, specifications, shop drawings and other technical descriptions prepared for the construction of the Improvements, and all amendments and modifications thereof.

Property means the land and all other property (real, personal or mixed) which is secured by the Mortgage or in which a security interest is therein created and all other property (real, personal or mixed) on which a lien or security interest is placed or granted to secure the repayment of the Indebtedness or the performance and discharge of the Obligations.

Title Company means the issuer of the Title Insurance.

Title Insurance means a Lender’s Policy of Title Insurance, in form and substance satisfactory to Lender and containing no exceptions (printed or otherwise) which are unacceptable to Lender, issued by a title company acceptable to Lender in the face amount of the Note and insuring that Lender has a first and prior lien on the Property, subject only to the Permitted Encumbrances described in the Mortgage.

ARTICLE II

BORROWER REPRESENTATIONS AND WARRANTIES

2.1 Representations of Borrower

Borrower hereby unconditionally warrants and represents unto Lender as follows:

(a) The foregoing statements concerning Borrower are true and correct;

(b) This Loan Agreement, Note, Mortgage and any other instrument contemplated in connection herewith (the “Loan Documents”), have been duly executed and delivered, and constitute the legal and binding obligations of Borrower enforceable in accordance with their terms, and are not in conflict with any provision of law or any other agreement to which Borrower is a party;

(c) Financial Information (hereafter defined) of the Borrower previously delivered to Lender is correct and complete and fairly represents the Borrower’s financial condition at the date of said Financial Information and the results of Borrower’s operation for such period; all such Financial Information has been prepared using sound accounting principles consistently throughout the periods involved. Since the date of such Financial Information, Borrower has not undergone any material adverse financial changes;

(d) To the knowledge of the Borrower, there are no actions, suits or proceedings against Borrower (for which adequate reserves have not been made on Borrower’s books) at law or in equity, or before or by any governmental body or instrumentality, domestic or foreign; and material contingent liabilities of Borrower are fully disclosed in the Financial Information referred to above;

(e) As of the date of the acquisition of the Property, commensurate herewith, Borrower has good and indefeasible title to its properties and assets and same are subject to no liens, mortgages, security interest, encumbrances, or charges of any kind, except as may be reflected in the Financial Information previously furnished to Lender and the Build-to-Suit Lease, dated ____________________between the Borrower, as landlord, and __________________________, as tenant (the “Lease”);

(f) Borrower is not a party to any agreement or instrument or subject to any restriction materially and adversely affecting its business, properties, assets, operations or its general condition whether financial or otherwise;

(g) No certificate or statement herewith or heretofore delivered by Borrower to Lender in connection herewith, or in connection with any transaction contemplated hereby, contains any untrue statement of a material fact or fails to state any material fact necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

(h) Either Borrower or the developer engaged by the Borrower has at least 10 years’ experience as a developer of retail or commercial real estate projects.

2.2 Representations of Borrower Concerning Construction

(a) Borrower will commence construction within [30] days of closing of the loan hereunder.

(b) Borrower has (or prior to commencement of construction of the Improvements will have): (i) Received all requisite building permits and approvals of the Plans; (ii) Filed and/or recorded all requisite plats and other instruments; and (iii) In all material respects, complied with all applicable Legal Requirements required to be met prior to commencement of construction of the Improvements.

(c) All streets, easements, utilities and related services necessary for the construction of the Improvements and the operation thereof for their intended purpose are (or within thirty (30) days after commencement of construction of the Improvements, will be) available to the boundaries of the Property, including potable water, storm and sanitary sewer, gas, electric and telephone facilities and garbage removal.

(d) Neither Borrower, nor anyone else on Borrower’s behalf has:

(i) Commenced construction of the Improvements;

(ii) Purchased, contracted for or otherwise brought upon the Property any materials, specially fabricated or otherwise, to be incorporated into the Improvements;

(iii) Entered into any Construction Contracts, except as disclosed to Lender; or

(iv) Made any oral or written contract or arrangement of any kind the performance of which by the other party thereto would or could give rise to a lien or claim on the Property, or any portion thereof.

2.3 Balloon Representation

At maturity Borrower must repay the entire principal balance and unpaid interest then due. the lender is under no obligation to refinance any loan at that time. Borrower will therefore, be required to make payment out of other assets that Borrower may own, or Borrower will have to find a lender, which may be the Lender, willing to lend Borrower the money. If Borrower refinances any loan at maturity, Borrower may have to pay some or all of the closing costs normally associated with a new loan even if Borrower obtains refinancing from the Lender.

ARTICLE III

AFFIRMATIVE COVENANTS OF BORROWER

3.1 Continuing Borrower Covenants

Borrower covenants to:

(a) Furnish to Lender within a period not to exceed ninety (90) days after the closing of each calendar year (or fiscal year, as the case may be), annual financial statements prepared using sound accounting principles for Borrower, including a balance sheet and profit and loss statement, rent rolls and occupancy reports to the extent applicable and all independent accountant’s comments for that year (“Financial Information”);

(b) Upon Lender’s request, furnish to Lender concurrently with the furnishing of the annual Financial Information referred to above, a written certificate signed by Borrower and containing a statement as to whether or not, to the knowledge of Borrower, a default under the Loan Documents has occurred and is continuing, and specifying, if a default exists, what steps are being taken by Borrower to cure the same;

(c) Furnish to Lender Financial Information for each legal entity Guarantor and personal financial statement for each individual Guarantor within a period not to exceed ninety (90) days after December 31 each year;

(d) Furnish to Lender Income Tax Returns with K-1 Schedules for Borrower and each Guarantor within 15 days after their filing with the United States Internal Revenue Service, and no later than October 31st of each calendar year. If Income Tax Returns for Borrower, and each Guarantor, are not filed by the 15th day of April of each calendar year an extension must be provided by Borrower, and each Guarantor, to Lender within a period not to exceed fifteen (15) days after the filing of said extension;

(e) Maintain a Debt Service Coverage Ratio of not less than [1.10] to 1.0, tested on an annual basis beginning ____________________.

The term “Debt Service Coverage Ratio” shall mean the trailing twelve (12) months’ Net Operating Income divided by the Assumed Annual Debt Service for the Note.

The term “Assumed Annual Debt Service” shall mean the annual principal and interest payments that would be payable upon the Note, if the Note had been structured as a fully amortizing loan payable over a [240] [300] month amortized term and an interest rate equal to the actual interest rate then applicable under the Note.

The term “Net Operating Income” shall mean all revenue generated by the Borrower, less operating expenses for the same period;

(f) Pay to Lender a loan fee in the amount of $______________ (the “Loan Fee”), payable upon the Closing of the loan, it being agreed and acknowledged that the Loan Fee shall be paid as a condition precedent to the initial funding of the Note by Lender. The Loan Fee shall be considered fully earned by Lender upon payment;

(g) Furnish all Financial Information in such form as Lender may reasonably request and furnish such other information from time to time as Lender may reasonably request;

(h) At all times keep true and complete books, records and accounts, and permit Lender through its agents and representatives to visit and inspect any of Borrower’s properties and to discuss Borrower’s affairs, finances and accounts with Borrower, all at such reasonable times during business hours as Lender may desire;

(i) Maintain and keep in full force and effect, its existence, rights and franchises and comply with all laws applicable to Borrower in all material respects;

(j) Pay or cause to be paid all taxes, assessments and other governmental charges levied upon any of Borrower’s properties or in respect of franchises or income before the same became delinquent, unless the same is being contested in good faith by appropriate proceedings and reserves deemed adequate by Lender have been established therefor;

(k) Maintain, preserve, protect and keep, or cause tenant to maintain, preserve, protect and keep, in good repair, working order and condition, its property and every part thereof used or useful in the conduct of Borrower’s business and from time to time make or cause to be made all needful and proper repairs, renewals, replacements and improvements thereto, so that Borrower’s business may be properly and advantageously conducted at all times;

(l) Keep adequately insured or cause to be insured by reputable insurers satisfactory to Lender all property of a character usually insured by companies engaged in businesses similar to that of Borrower and carry such other insurance as is usually carried by similar companies and, at Lender’s request, deliver to Lender evidence of the maintenance of such insurance;

(m) Pay or cause to be paid all lawful claims, whether for labor, materials or otherwise, which might or could, if unpaid, become a lien or charge on any property or assets of Borrower, unless the same is being contested in good faith by appropriate proceedings and reserves deemed adequate to Lender have been established therefor;

(n) Comply in all material respects with all of the provisions of the Loan Documents;

(o) Give immediate notification to Lender of any litigation, or of any claim or controversy which might become the subject of litigation, of any federal tax lien, assessment or knowledge of a proposed tax assessment in excess of $50,000.00;

(p) Borrower, through its investors or otherwise, has contributed capital to the Project in the form of cash or unencumbered readily marketable assets (or has paid development expenses out-of-pocket) of at least [_______ percent (__%)] of the Project’s appraised “as completed” value (“Capital Contribution”) and the Capital Contribution was made prior to any advance. Borrower agrees that the Capital Contribution by the Borrower, or all capital internally generated by the Project, must remain in the Project until the loan is converted to permanent financing or the Project is sold and the loan paid in full.

3.2 Borrower Covenants Concerning Construction

Borrower hereby unconditionally covenants with Lender as follows:

(a) The construction of the Improvements will be commenced by Borrower forthwith, will be prosecuted by Borrower with diligence and continue to Completion and will be completed by Borrower in a good and workmanlike manner in substantial accordance with the Plans and the other provisions of this Addendum, on or before the Completion Date and will be free and clear from all liens, or claims for liens, other than the liens and security interests created by the Loan Documents (or any of them) and the Lease. Borrower agrees that:

(i) Construction of the Improvements shall not be commenced unless and until Borrower has furnished the Plans to Lender and afforded Lender the opportunity to accept them in writing;

(ii) When the Plans have been furnished to Lender, no changes of a material nature will be made to them by, or be permitted to be made to them by, Borrower, Architect or any other person or entity without the prior written approval therefor of all requisite Governmental Authorities, prior compliance with all requisite Legal Requirements and prior acceptance (if the Lender so elects) by the Lender; and

(iii) In instances where Lender does accept the Plans (or any change therein), such acceptance shall be deemed to be strictly limited to an acknowledgment of Lender’s consent to the Improvements being constructed in accordance therewith and shall not, in any way, be deemed to imply any warranty, representation or approval by Lender that such Improvements, if so constructed, will be structurally sound, will comply with all Legal Requirements, will be fit for any particular purpose or will have a market value of any particular magnitude.

(b) At all times during construction of the Improvements, Borrower will:

(i) During reasonable business hours, permit Lender, the Independent Inspector and their representatives, to enter upon the Property and into the Improvements, to inspect the same and all materials to be used in the construction of the Improvements and to examine the Plans;

(ii) Comply in all material respects with applicable Legal Requirements;

(iii) Deliver to Lender, or its representatives, immediately upon written demand, counterparts and/or conditional assignments of any and all Construction Contracts, bills of sale, statements, conveyances, receipted vouchers or agreements of any nature under which Borrower claims title to any materials or supplies used or to be used in the construction of the Improvements;

(iv) If requested in writing by the Lender, erect and maintain on the Property, in a reasonable size and location, a sign satisfactory to Lender stating that construction financing for the Improvements has been furnished by Lender;

(v) Either cause each Construction Contract to contain a provision specifically subordinating any lien right against the Property to the liens and security interests created by the Loan Documents or cause the other party thereto to execute any and all instruments, acceptable in form and substance to Lender, to accomplish the same;

(vi) If requested by Lender in writing, furnish to Lender, immediately after the pouring of each concrete slab, street and curbstone within the Property, the completion of each foundation of a structure forming part of the Improvements and the completion of the Improvements, a survey certified to by a licensed surveyor acceptable to Lender showing all of same and that the location thereof is entirely within the property lines of the Property and does not encroach upon, breach or violate any building line, easement or similar restriction;

(vii) Use all advances made to it by Lender for, and only for, payment of the costs itemized in Paragraph [6.2] and under no circumstances use, directly or indirectly, any portion of such advances for any other purposes;

(viii) Obtain and maintain, in full force and effect, an owner’s and contractor’s liability insurance policy or policies (including worker’s compensation insurance) and a hazard insurance policy or policies in builder’s all risk form with loss payable endorsements acceptable to Lender insuring the Improvements and all materials and supplies purchased with advances hereunder against all risks and losses, all such insurance policies to be issued by companies, in amounts and on terms approved by Lender;

(ix) If Lender shall request in writing, furnish Lender with a current list of original contractors, subcontractors, materialmen, vendor’s artisans and laborers performing work on the Improvements; and

(x) Upon written demand of Lender or the Independent Inspector, correct any structural defect in the Improvements or any material departure from the Plans not accepted by Lender, it being understood and agreed that the advance of any loan proceeds shall not constitute a waiver of Lender’s right to require compliance with this requirement with respect to any such defects

or departures.

3.3 Specific Borrower Covenants Concerning Insurance

Borrower hereby unconditionally covenants with Lender as follows:

(a) As part of the Loan Documents, Borrower agrees to:

(i) immediately obtain an Insurance Policy insuring the Collateral in an amount equal to its maximum insurable value;

(ii) have Lender named on the Insurance Policy as an additional insured;

(iii) arrange for the Insurance Company to notify Lender that the Insurance Policy is in effect and Lender’s status has been noted;

(iv) have the Insurance Policy provide that Lender will be notified not less than 10 days before its cancellation;

(v) pay for the Insurance Policy; and

(vi) keep the Insurance Policy in effect until the Loan is paid in full.

(b) Borrower requests the Insurance Company and/or Insurance Agent to immediately: (i) issue the Insurance Policy; and (ii) confirm the issuance of the Insurance Policy to the Lender by forwarding to Lender a copy of the Insurance Policy, or such part of the Insurance Policy as may be necessary to evidence its issuance.

(c) If Borrower fails to keep one or more of these promises Borrower agrees that Lender may (but is not required) to: (i) buy insurance to protect Lender’s interest and add the cost to the Loan; and (ii) exercise other remedies as provided in the Loan Documents.

ARTICLE IV

NEGATIVE COVENANTS OF BORROWER

4.1 Ongoing Negative Covenants

Until the Note and all other obligations and liabilities of Borrower hereunder are fully paid, Borrower covenants that it will not, without prior written consent of Lender:

(a) Permit any Event of Default to occur under the Loan Documents but shall preserve and perform all of its covenants;

(b) Substantially change the nature of its business;

(c) Reorganize, merge or consolidate with, or acquire all or substantially all of the assets of any other company, firm or association, or make any other substantial change in its capitalization or character of its business; except the issuance of the [Series A] preferred interests class Borrower has previously disclosed to Lender;

(d) Create, assume, incur or in any manner become or be liable in respect of, any borrowed money except to Lender, nor guarantee or contingently agree to purchase, or in any manner become or secondarily liable in respect to any indebtedness, whether current or funded, of any person or business entity except by the endorsement of negotiable instruments for deposit or collection or other similar transactions in the ordinary course of business;

(e) Declare or pay any distribution or dividend (except dividends by Borrower payable solely in membership interest) on any of its outstanding membership interest or purchase or redeem any of its membership interest, except for the preferred interests targeted distributions previously disclosed to Lender;

(f) Allow any final judgment for the payment of money rendered against it to remain undischarged or unbonded for a period of 60 days;

(g) Create, assume or permit to exist any security interest, pledge, lien encumbrance or charge of any kind upon any of its properties or assets, whether now owned or hereafter acquired (provided, however, that the foregoing shall not apply to liens for taxes not delinquent or being contested in good faith, liens given to Lender, mechanic’s and materialmen’s liens with respect to obligations not overdue or being contested in good faith, liens resulting from deposits to secure the payment of workmen’s compensation or social security or to secure the performance of bids or contracts in the ordinary course of business), except the Lease, which notwithstanding any other term contained herein or in any other agreement with Lender, Lender hereby acknowledges is an encumbrance on the Project and the existence of which shall not be considered a default hereunder or under any other Loan Document;

(h) Sell any of its assets used or useful in its business, except in the regular course of business, unless approved by Lender;

(i) Sell any of its assets to any other person, firm, or corporation with the understanding or agreement that such assets shall be leased back to Borrower;

(j) Make any loans or advances or sell any of its accounts receivable secured by the Mortgage, with or without recourse;

(k) Use, maintain, operate or occupy, or allow the use, maintenance, operation or occupancy of, any portion of the Property for any purpose which violates any applicable Legal Requirement or in any manner which may be dangerous unless safeguarded as required by law or which may constitute a public or private nuisance or which may make void, voidable or cancelable or increase the premium of any insurance then in force with respect thereto; or

(l) Create or place, permit to be created or placed or, through any act or failure to act, acquiesce in the creation or placing of, or allow to remain, any mortgage, lien (statutory, constitutional or contractual), pledge, security interest, encumbrance or charge or conditional sale or other title retention agreement on the Property (or any portion thereof) other than those created by or expressly permitted under the Loan Documents except for the Lease, regardless of whether same is expressly subordinate to the liens and security interests created in the Loan Documents.

If any such mortgage, lien, pledge, security interest, encumbrance or charge is asserted against the Property (or any portion thereof), Borrower shall promptly, at its own cost and expense, (a) pay the underlying claim in full or take any other action necessary to cause same to be released or, if permitted by Lender in Lender’s sole discretion, bonded to the satisfaction of Lender and the Title Company and (b) within five (5) days from the date such mortgage, lien, pledge, security interest, encumbrance or charge is asserted, give Lender notice thereof. The notice shall specify who is asserting such mortgage, lien, pledge, security interest, encumbrance or charge and shall detail the origin and nature of the underlying claim giving rise to the asserted mortgage, lien, pledge, security interest, encumbrance or charge.

4.2 Completion Deposit

If, in the good faith judgment of the Lender after its due diligence, review of budget variances, if any, and discussions with Borrower, it appears at any time or from time to time that the unadvanced loan proceeds will be insufficient to:

(i) Pay all costs to be incurred in connection with the completion of the development of the Property and the construction of the Improvements in accordance with this Addendum;

(ii) Pay all sums which may accrue under the Loan Documents prior to repayment of the Indebtedness, including, without limiting the generality of the foregoing, interest on the Indebtedness; and

(iii) Enable Borrower to perform and satisfy all of the covenants of Borrower contained in the Loan Documents, Lender shall notify Borrower in writing and Borrower shall deposit, or shall make arrangements satisfactory to Lender to deposit with Lender, the Completion Deposit within five (5) days of receipt of such notice.

The Completion Deposit may be retained by Lender in a non-interest bearing account, need not be segregated from any of Lender’s other funds and may be disbursed in accordance with the provisions of the Loan Documents by Lender before making any further advances on the Note.

ARTICLE V

INSPECTION

5.1 Inspection

Lender, through its officers, agents or employees, shall have the right at all reasonable times at Borrower’s expense:

(a) To enter upon the Property and inspect the improvements to determine that they are being constructed in conformity with the Plans and all the requirements hereof; and

(b) To examine, copy and make extracts of, the books, records, accounting data and other documents of Borrower that relate in any way to the Property, including without limiting the generality of the foregoing all permits, licenses, consents and approvals of all Governmental Authorities having jurisdiction over Borrower or the Property and all the relevant books and records of contractors and subcontractors supplying goods and/or services in connection with the construction of the Improvements which are in Borrower’s possession. All such books, records and documents shall be made available to Lender promptly upon written demand therefor; and, at the request of Lender, Borrower shall furnish Lender with convenient facilities for the foregoing purpose. All contracts let or amended by Borrower or its contractors and subcontractors after the date hereof relating to construction of the Improvements shall require agreement to the foregoing inspection rights, except where such rights have been waived by Lender in writing.

5.2 No Duty to Inspect

It is expressly understood and agreed that Lender shall have no duty to supervise or to inspect the construction of the Improvements or any books and records, and that any such inspection shall be for the sole purposes of determining whether or not the Obligations of Borrower are being properly discharged and of preserving Lender’s rights hereunder. If Lender, or the Independent Inspector acting on behalf of Lender, should inspect the construction of the Improvements or any books and records, Lender and the Independent Inspector shall have no liability or obligation to Borrower or any third party arising out of such inspection, except for liabilities caused by the gross negligence or willful misconduct of the Lender or the Independent Inspector. Inspection not followed by notice of default shall not constitute a waiver of any default then existing; nor shall it constitute an acknowledgment or representation by Lender and the Independent Inspector that there has been or will be compliance with the Plans and Legal Requirements or that the construction is free from defective materials or workmanship or a waiver of Lender’s right thereafter to insist that the Improvements be constructed in accordance with the Plans and Legal Requirements. Lender’s failure to inspect the construction of the Improvements or any part thereof or any books and records shall not constitute a waiver of any of Lender’s rights hereunder. Neither Borrower nor any third party shall be entitled to rely upon any such inspection or review. Lender and the Independent Inspector owe no duty of care to Borrower or any third person to protect against or inform Borrower or any third person of the existence of negligent, faulty, inadequate or defective design or construction of the Improvements.

5.3 Borrower’s Responsibilities

Borrower shall be solely responsible for all aspects of Borrower’s business and conduct in connection with the Property, including without limiting the generality of the foregoing:

(a) the quality and suitability of the Plans;

(ii) supervision of construction of the Improvements;

(i) the qualifications, financial condition and performance of all architects, engineers, contractors, subcontractors and material suppliers and consultants.

(ii) conformance of construction of the Improvements to the Plans, to applicable Legal Requirements and to the requirements of this Addendum;

(iii) the quality and suitability of all materials and workmanship; and

(iv) the accuracy of all requests for the disbursement of loan proceeds and the proper application of disbursed loan proceeds.

5.4 Inspection Fee

In furtherance of Lender’s rights hereunder, Lender may, at its option, require an inspection of the Property by the Independent Inspector:

(i) Prior to each advance;

(ii) At least once each month during the course of construction even though no advance is to be made for that month;

(iii) Upon completion of construction of the Improvements; and

(iv) At least annually thereafter.

Borrower shall pay all fees for all inspections of the Property. Furthermore, if Lender determines in connection with any such inspection that extra services will be required of the Independent Inspector as a result of noncompliance with the Plans or any Legal Requirement, as a result of deviations from acceptable construction practices, or as a result of Borrower’s failure to satisfy the requirements of any other agreement, then Borrower shall pay, in addition to the fees for such inspections, the cost of all such extra services. The fees charged by Lender for the services of the Independent Inspector shall not exceed the sum of $500.00 per month.

ARTICLE VI

ADDITIONAL SECURITY

6.1 Construction Contracts

As additional security for the payment of the Indebtedness, Borrower hereby transfers and assigns to Lender all of Borrower’s rights, title and interests, but not its obligations, in, under and to the Construction Contracts upon the following terms and conditions:

(a) Borrower represents and warrants that each copy of any Construction Contract furnished to Lender is a true and complete copy thereof and that Borrower’s interest therein is not subject to any claim, setoff or encumbrance, except as otherwise disclosed to Lender.

(b) Neither this assignment nor any action by Lender shall constitute an assumption by Lender of any obligations under the Construction Contracts; and Borrower shall continue to be liable for all obligations of Borrower thereunder, Borrower hereby agreeing to perform all of its obligations under the Construction Contracts. Borrower agrees to indemnify and hold Lender harmless against and from any loss, cost, liability or expense (including, without limiting the generality of the foregoing, reasonable attorney’s fees) incurred by Lender and resulting from any failure of Borrower to so perform, unless Borrower’s failure arises from Lender’s gross negligence, willful misconduct or breach of Lender’s obligation under Loan Documents.

(c) Lender shall have the right at any time (but shall have no obligations) to take, in its name or in the name of Borrower, such action as Lender may at any time determine to be necessary or advisable to cure any default under the Construction Contracts or to protect the rights of Borrower or Lender thereunder. Lender shall incur no liability if any action so taken by it or on its behalf shall prove to be inadequate or invalid, and Borrower agrees to hold Lender free and harmless from any loss, cost, liability or expense (including, without limiting the generality of the foregoing, reasonable attorneys’ fees) incurred in connection with any such action.

(d) Prior to an Event of Default, Borrower shall have the right to exercise its rights as owner under the Construction Contracts; provided, however, Borrower shall not cancel or amend the Construction Contracts or do, or suffer to be done, any act which would impair the security evidenced by this assignment without the prior written consent of Lender.

(e) This assignment shall inure to the benefit of Lender, its successors and assigns, including any purchaser upon foreclosure of the Property or any grantee under a deed in lieu of foreclosure, any receiver in possession of the Property and any corporation formed by or on behalf of Lender which assumes Lender’s rights and obligations under this Addendum.

6.2 Plans

As additional security for the payment of the Indebtedness, Borrower hereby transfers and assigns to Lender all of Borrower’s rights, title and interests in and to the Plans, and hereby represents and warrants to and agrees with Lender as follows:

(a) Borrower represents and warrants that the original counterparts of the Plans furnished to Lender are true and complete.

(b) The schedule of the Plans delivered to Lender is a complete and accurate description of the Plans.

(c) The Plans are complete and adequate for the construction of the Improvements, and there have been no modifications thereof except as described in such schedule. The Plans shall not be modified without the prior written consent of Lender, except for nonstructural changes which do not change the cost of construction by more than $50,000.00.

(d) Lender may use the Plans for any purpose relating to the Improvements, including, but not limited to, inspections of construction and the completion of the Improvements.

(e) Lender’s acceptance of this assignment shall not constitute approval of the Plans by Lender. Lender has no liability or obligation whatsoever in connection with the Plans and no responsibility for the adequacy thereof or for the construction of the Improvements contemplated by the Plans.

(f) This assignment shall inure to the benefit of Lender, its successors and assigns, including any purchaser upon foreclosure of the Property or any grantee under a deed in lieu of foreclosure, any receiver in possession of the Property and any corporation formed by or on behalf of Lender which assumes Lender’s rights and obligations under this Addendum.

ARTICLE VII

LENDER’S COMMITMENT

7.1 Loan

Upon the closing of the loan evidenced by the Note, Lender shall advance the balance of the Note which has not been advanced for closing costs, as approved by Lender, into the Advance Account. Subject to the terms, provisions and conditions of this Loan Agreement Lender will make and Borrower will accept, advances from the Advance Account in the aggregate amount of the principal sum of the Note. Borrower authorizes Lender to make all such advances from the Advance Account as approved by Lender hereunder.

7.2 Advances

Advances shall be made to Borrower from the Advance Account at the times and otherwise in accordance with the Disbursement Schedule attached hereto as Exhibit A and incorporated herein by this reference. The advances from the Advance Account shall be disbursed, at Lender’s option: (i) By Lender’s electronic transfer from Lender’s disbursement account to Borrower’s corporate account at the Lender; (ii) By electronically depositing the amount of the disbursement in Borrower’s account in a bank approved by Lender; or (iii) By direct or joint electronic payment (via ACH or FEDWIRE) to any or all persons entitled to payment for work performed on or materials delivered to or services performed in connection with the construction of the Improvements or the loan evidenced by the Note. Notwithstanding the Disbursement Schedule, the advance as to which Borrower shall be entitled at any one time shall not exceed the cost of the materials, supplies and equipment purchased for the Improvements and stored on the Property in a manner acceptable to Lender, plus the cost of all materials, supplies, equipment and labor actually incorporated into the Improvements, plus any other costs and fees which have been approved for payment by Lender and which are then due or will become due within thirty (30) days thereafter minus the sum of all prior advances. Under no circumstances shall any portion of any advance be used for any purpose other than the payment of those costs and fees approved by Lender as legitimately relating to the purchase of the Property, the cost of constructing the Improvements and the payment of the Indebtedness.

7.3 First Advance

Lender shall not be obligated to make the first advance to Borrower unless and until:

(a) Lender has received true, legible and correct copies of the following:

(i) the Plans and the Construction Contracts as approved by Lender;

(ii) a certificate from the Architect and, if Lender elects, the Independent Inspector stating that the Plans have been approved by him or them and that the Construction Contracts are acceptable to him or them and satisfactorily provide for the construction of the Improvements;

(iii) all authorizations and permits which are then procurable and required by any applicable Legal Requirement for the construction and proposed use of the Improvements;

(iv) an original current survey of the Property containing a certification of the surveyor in form and substance satisfactory to Lender and showing the perimeter of the Property by courses and distances, all easements and rights-of-way, the boundary lines of the streets abutting the Property and the width thereof, any encroachments and the extent thereof in feet and inches, the relation of the proposed Improvements by distances to the perimeter of the Property and the proposed building lines, all acceptable to the Title Company to modify the “areas, boundaries and encroachments” exception of the Title Insurance to the maximum extent permitted by law;

(v) the certificates of insurance required by the Loan Documents;

(vi) Guaranty;

(vii) a soils investigation report from a soils engineer satisfactory to Lender;

(viii) evidence satisfactory to Lender that the Property is not located within the 100 year flood plain or identified as a special flood hazard area as defined by the Federal Insurance Administration;

(ix) a complete project budget in form and substance satisfactory to Lender;

(x) the Environmental Report; and

(xi) any other documents and information as Lender may reasonably require;

(b) The Loan Documents have been duly authorized, executed and recorded or filed in accordance with applicable Legal Requirements and original counterparts thereof delivered to Lender, all prior to the commencement of construction of the Improvements, the placing of any materials or supplies on the Property, the execution or recording of any Construction Contracts (written or oral) for any of the same or the performance of any other act which could give rise to a lien claim equal or superior to the liens and security interests created by the Loan Documents;

(c) The Title Company has issued the Title Insurance;

(d) Borrower has executed, or caused to be executed, and delivered to Lender a disbursement request in written form acceptable to Lender certifying in acceptable detail the expenditures made or expenses incurred by Borrower, with such supporting data as Lender may require, and that the amount requested represents sums actually spent or indebtedness actually incurred; and

(e) Borrower pays to Lender, or any other person or party entitled thereto, all fees and costs then due and payable in connection with this Addendum and the subject hereof.

7.4 Subsequent Advances

Lender shall not be obligated to make any subsequent advance to Borrower unless and until:

(a) Borrower shall have delivered to Lender all Construction Contracts in the form approved by Lender, unless previously provided by Borrower.

(b) Borrower shall have executed, or caused to be executed, and delivered to Lender an acceptable disbursement request form and the data referred to therein.

(c) Lender shall have received:

(i) An endorsement (if permitted or required by virtue of the form thereof) to the Title Insurance increasing the coverage thereof to the full amount of the sum advanced and reflecting no changes in the status of title of the Title Insurance since the previous advance, or, if such endorsement cannot be obtained, an abstractor’s certificate or other evidence satisfactory to Lender from the Title Company reflecting that there have been no such changes in the status of title or the Title Insurance;

(ii) Certification from the Architect and, if Lender elects, the Independent Inspector that, in their opinion, the construction of the Improvements theretofore performed has been in substantial accordance with the Plans;

(iii) A satisfactory survey in such form as may be required by the Title Company to issue the endorsement;

(iv) At the request of Lender, lien waivers or releases (in recordable form) from all contractors, subcontractors, laborers and materialmen employed or furnishing materials in connection with the construction of the Improvements; and

(v) Such other certifications or evidence of cost and Completion as Lender may request.

(d) Borrower shall have satisfied, if then applicable, any requirements for a Completion Deposit.

7.5 Any Advance

Notwithstanding anything to the contrary contained in or inferable from any of the above, Lender shall not be required to make any advance hereunder if, at the time of the requested advance, any of the following exists:

(a) Any Event of Default exists hereunder or under any other Loan Document.

(b) The requested advance, plus the sum of the previous advances or other sums disbursed by Lender under the Loan Documents, exceed the face amount of the Note or any balance remaining to be advanced from the Advance Account.

(c) In the good faith judgment of the Lender, the Improvements will not be completed in substantial accordance with the Plans and the other provisions of this Addendum on or before the Completion Date, regardless of the cause of such failure so to complete.

(d) In the good faith judgment of Lender, the sum of the unadvanced loan proceeds plus other sums being held by Lender in escrow for Borrower are insufficient to complete the Improvements in substantial accordance with the Plans and this Addendum.

(e) The Property (or any portion thereof) is demolished or substantially destroyed or condemnation or similar type proceedings are commenced with reference thereto.

(f) Any change in the status of title to the Property or the Improvements has occurred subsequent to the date hereof without Lender’s prior written consent.

(g) Borrower is unable to satisfy any conditions set forth in this Addendum other than those waived by Lender.

(h) Any event has occurred which has given or could give rise to a lien claim of equal or superior rank to the liens and security interests intended to be created by the Loan Documents.

(i) An order or decree in any court of competent jurisdiction exists enjoining the construction of the Improvements or enjoining or prohibiting Borrower or Lender or either of them from performing their respective obligations under this Addendum.

(j) Any material deviation exists in the construction of the Improvements from the Plans without the prior written approval of Lender; or it appears to Lender that there are material defects in the workmanship or materials.

(k) Any encroachment exists which has occurred without the approval of Lender.

(l) Construction has ceased prior to completion of the Improvements for a continuous period of ten (10) days or more (1) for causes other than those beyond the control of Borrower, including a lockdown by one or more Governmental Authorities or (2) as consented to in writing by Lender.

7.6 Third Party Beneficiaries

All conditions precedent to Lender’s obligation to make advances hereunder are imposed solely and exclusively for Lender’s benefit. No person or entity other than Lender shall have any standing to require satisfaction of such conditions or be entitled to assume that Lender will refuse to make advances absent strict compliance therewith, and any or all of such conditions may be freely waived (in whole or in part) by Lender at any time or times.

ARTICLE VIII

DEFAULT

8.01 Events of Default

Each of the following events shall constitute an Event of Default:

(a) Default in the timely payment of any installment of principal and interest when due or in the performance of any covenant or provision of any Loan Documents.

(b) Default in payment when due of any amount payable to Lender or default in any other obligation of Borrower to Lender.

(c) Borrower, or any Guarantor, shall: (a) execute an assignment for the benefit of creditors or take any action in furtherance thereof; or (b) admit in writing its inability to pay its debts generally as they become due; or (c) as a debtor, file a petition, case, proceeding, or other action pursuant to, or voluntarily seek the benefit or benefits of any debtor relief law or take any action in furtherance thereof; or (d) seek, acquiesce in, or suffer the appointment of a receiver, trustee, or custodian of Borrower, any Guarantor, any Property (defined in the construction addendum hereto) described in the Loan Documents, in whole or in part, or any significant portion of other property belonging to Borrower or any Guarantor that affects performance under the Note; or (e) voluntarily become a party to any proceeding seeking to effect a suspension or having the effect of suspending any of the rights of Lender or the Trustee granted or referred to in the Loan Documents or take any action in furtherance thereof.

(d) The filing of a petition, case, proceeding, or other action against Borrower, or any Guarantor, as a debtor under any debtor relief law; or seeking appointment of a receiver, trustee, or custodian of Borrower, or any Guarantor, or of any property described in the Loan Documents or any part thereof, or of any significant portion of other property belonging to Borrower or any Guarantor, that affects its ability to perform under the Note, or seeking to effect a suspension or having the effect of suspending any of the rights of Lender granted or referred to in the Loan Documents, and: (a) Borrower or any Guarantor admits, acquiesces in, or fails to contest the material allegations thereof; or (b) the petition, case, proceeding, or other action results in entry of an order for relief or order granting the relief sought against Borrower or any Guarantor; or (c) the petition, case, proceeding, or other action is not permanently dismissed on or before the earliest of trial thereon or sixty (60) days next following the date of its filing.

(e) The discovery by Lender that any warranty, covenant, or representation made to Lender by or on behalf of Borrower is false, misleading, erroneous, or breached in any material respect.

A default shall not be an Event of Default, if a monetary default is cured within 10 days and a non-monetary default is cured within 30 days following the delivery of or the mailing of written notice from Lender to Borrower’s most current address as reflected in Lender’s business records specifying the existence of any such default. If such default is not cured within the applicable period, the default shall be an Event of Default without need of any further notice or action by Lender.

Upon the occurrence of any such Event of Default, Lender at its option, without written notice, demand or presentation, which are hereby waived, may declare the unpaid principal of and accrued interest then owing upon the Note and any other indebtedness of Borrower to Lender under the Loan Documents, to be immediately due and payable, and upon such declaration such principal and interest shall become and be forthwith due and payable.

SECTION IX

BORROWER’S STATEMENT OF PURPOSE

The Borrower has been advised by the Lender to seek the advice of an attorney and an accountant in connection with any loan. The Borrower has had the opportunity to seek the advice of an attorney and accountant of its choice in connection with any loan.

Borrower understands that the Lender is relying upon the above representations and covenants in making a loan and that, in reliance thereon, the Lender is not furnishing to the undersigned a statement making the disclosures otherwise required under the Federal Truth-in-Lending Act.

SECTION X

MISCELLANEOUS

10.1 Notice

Any notice under this Agreement shall be in writing and shall be effective when actually delivered or, if mailed, shall be deemed effective when deposited in the United States mail first class, certified mail, postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving formal written notice to the other parties, specifying that the purpose of the notice is to change the party’s address. For notice purposes, Borrower agrees to notify Lender immediately if Borrower changes its current address.

10.2 Final Agreement

The parties warrant and represent that the entire agreement made between the parties is contained within the executed documents, as amended and supplemented hereby, and that no agreements or promises exist between the parties that are not reflected in the language of the various documents executed in conjunction with this transaction.

THIS WRITTEN LOAN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

10.3 Binding Effect

All covenants and agreements contained herein shall bind and inure to the benefit of, and be enforceable by, the respective successors and assigns of the parties hereto, whether so expressed or not, and in particular shall inure to the benefit of and be enforceable by the holder of the Note.

10.4 Amendment

No modification, consent, amendment or waiver of any provision of this Agreement, nor consent to any departure by Borrower therefrom shall be effective unless the same shall be in writing and signed by an officer of Lender, and then shall be effective only in the specific instance and for the purpose for which given.

10.5 Severability

If any of the provisions of this Agreement is held to be invalid, illegal, or unenforceable, then that invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein.

10.6 No Waiver

No failure or delay on the part of Lender to exercise any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by Lender of any right hereunder preclude any other or further exercise thereof. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

10.7 Correction of Errors and Omissions

Borrower hereby agrees to execute such documents as may be required by Lender in Lender’s sole discretion to correct any typographical inaccuracies in any loan documents, and any additional documents which Lender may require Borrower to execute in conjunction with any loan transaction.

10.8 JURY TRIAL WAIVER

IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING HEREUNDER, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THIS CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

10.9 Prime Rate Disclosure

If any promissory note payable to the order of Lender by Borrower bears interest at a per annum rate equal to the Wall Street Journal Prime Rate plus or minus a spread, Borrower hereby acknowledges and agrees that it has been disclosed to Borrower that the “Wall Street Journal Prime Rate” is one of the indexes used by Lender as an index for short term loans to substantial and responsible commercial borrowers and that the Wall Street Journal Prime Rate has been used in the Note only as an index, there being no representation by Lender that it actually charges such substantial and responsible commercial borrowers greater than or less than the Wall Street Journal Prime Rate. In the event that there is more than one prime rate listed in the Wall Street Journal, the rate that shall govern Borrower’s loan will be the higher of the rates listed.

10.10 Election of Remedies

Lender shall have all of the rights and remedies granted in the Loan Documents and available at law or in equity, and these same rights and remedies shall be cumulative and may be pursued separately, successively, or concurrently against Borrower, Guarantor, or any property covered under the Loan Documents, at the sole discretion of Lender. The exercise or failure to exercise any of the same shall not constitute a waiver or release thereof or of any other right or remedy, and the same shall be nonexclusive.

10.11 Form and Substance

All documents, certificates, insurance policies and other items required under this Loan Agreement to be executed or delivered to Lender shall be in form and substance satisfactory to Lender.

10.12 Limitation on Interest

The parties hereto expressly stipulate and agree that it is their intent to strictly comply with all applicable usury laws from time to time in effect. All agreements between Borrower and the Lender, whether now existing or hereafter arising, and whether written or oral, are hereby expressly limited so that under no contingency or event whatsoever, whether by reason of acceleration of the maturity of any of the Loan Documents, a voluntary prepayment by Borrower or otherwise, shall the amount paid, or agreed to be paid, to the Lender for the use, forbearance or detention of the money due under any of the Loan Documents, or otherwise, or for the payment or performance of any covenant or obligation contained in any of the Loan Documents, exceed the maximum amount permissible under applicable law. If from any circumstance whatsoever the fulfillment of any provision of any of the Loan Documents, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then, ipso facto, the obligations to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance the Lender shall ever charge or receive as interest or otherwise an amount which would exceed the maximum rate of interest permitted by applicable law, the amount, if any which would exceed the maximum rate of interest permitted by applicable law shall be applied to the reduction of amounts, (other than interest) due under the Note, and not to the payment of interest, or if such excessive interest exceeds such amounts (other than interest) due under the Note, the amount of such excessive interest that exceeds such amounts (other than interest) shall be credited or refunded to Borrower. All sums paid or agreed to be paid to the Lender for the use, forbearance, or detention of the indebtedness of Borrower to the Lender or otherwise shall be amortized, prorated, allocated and spread through the full term of such indebtedness until paid in full so that the actual rate of interest on account of such indebtedness is uniform throughout the term hereof. This Section shall control all agreements between the Borrower and the Lender. This provision overrides other provisions in any of the Loan Documents.

[The terms “maximum amount” or “maximum rate” as used herein include, as to Article ______ of the Civil Statutes of the State of New York (and as may be incorporated by reference in other statutes of the State of New York), but otherwise without limitation, that rate based upon the “indicated rate ceiling”; provided, however, that this designation shall not preclude the rate of interest contracted for, charged or received with respect to the indebtedness from being governed by, or construed in accordance with, any other state or federal law.]

10.13 Legal Counsel

Lender’s legal counsel has prepared the Loan Documents. Lender legal counsel represents only Lender and no other party involved in this transaction, although legal fees may be paid by Borrower. Borrower has the right to be represented by its own attorney and to have its attorney review the Loan Documents and closing documents and be present at the closing of the Loan. If any documents to be used are prepared by someone other than Lender’s legal counsel, Lender reserves the right to have its attorney review and approve those documents to ensure they properly protect Lender’s interests.

10.14 Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the State of New York.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have executed this Loan Agreement and it is effective the on ________________, 202.

BORROWER:

_____________

By:____________________________

Name:

Title: LENDER:

6S CAPITAL PARTNERS LLC, SERIES A

By:____________________________

Name:

Title: Series A Manager

EXHIBIT A

DISBURSEMENT SCHEDULE

Advances to be made not more frequently than every fourteen (14) days.

Advances to be made within five (5) days of receipt of a request for disbursement in form acceptable to Lender, including signature of Borrower.

Advances shall be based on a progress report (AIA form) prepared by the Borrower’s construction project manager and shall be subject to Lender’s independent inspection and approval of the work covered by each certificate and progress report.

Prior to Completion and after the tenant commences paying rent to the Company under the Lease, an amount equal to 12 months of interest payments on the loan shall remain reserved in the Advance Account for the purpose of paying interest as it accrues upon the Note, in accordance with the terms of the Note. Borrower authorizes Lender to make such interest advances from the Advance Account from time to time to pay interest due upon the Note.

Each request for disbursement shall be accompanied by lien waivers in form acceptable to Lender executed by Contractor and all sub-contractors and materialmen.

Lender reserves the right to employ an independent inspector to monitor the percentage of completion before Advance requests are approved. Borrower shall pay the cost of such inspections. Borrower agrees to provide Lender’s representatives and the independent inspector readily available access, during reasonable business hours, to Property, contracts, plans, specifications necessary to validate construction cost advance requests.

EXHIBIT B

AFFIDAVIT OF NON-COMMENCEMENT

STATE OF __________ §

§

COUNTY OF _________ §

BEFORE ME, the undersigned authority, personally appeared ________________ of _____________________, a _____________, in its capacity as _________ of ________________, (the “Owner”), whose address is _____________________ and _______________________________________ (the “Contractor”), whose address is ______________________________, ______________________________, who depose and say the following:

Owner is the owner of the hereinafter described property being improved (the “Property”) and has authority to make this Affidavit.

Contractor is the original Contractor for the construction of improvements to the Property and has authority to make this Affidavit.

A Contract has been entered into between Owner and Contractor (the “Contract”).

The Contract describes and is made for improvements to the following Property:

No other contract between Owner and Contractor for improvements on the Property has been recorded in the county where the Property is located.

No work has been performed, no materials have been furnished to the Property, and no services have been performed or will be performed under the Contract or any other construction contract prior to the execution, acknowledgment, and recording of this Affidavit.

AFFIANT:


Name:

SWORN TO AND SUBSCRIBED this _______ day of ________ 202__, by ________________.


NOTARY PUBLIC - STATE OF ______

CONTRACTOR:


Name:

SWORN TO AND SUBSCRIBED this _______ day of _______ 202__, by __________________________________, as Contractor.


NOTARY PUBLIC - STATE OF _______

AFTER RECORDING RETURN TO:

6S Capital Partners, LLC, Series A

427 N Tatnall St.

Suite 47933

Wilmington, DE 19801

Attention: Series A Manager

EXHIBIT C

ENVIRONMENTAL INDEMNITY AGREEMENT

This Environmental Indemnity Agreement is entered into effective ___________, 202, by and between ____________, a _____________________, whose address is [Address] (“Indemnitor”), and 6S CAPITAL PARTNERS LLC, SERIES A whose address is 427 N Tatnall St., Suite 47933, Wilmington, DE 19801 (“Indemnitee”).

WHEREAS, Indemnitee has agreed to make a loan (the “Loan”) to Indemnitor in the stated principal amount of _________________.00, as evidenced by that Promissory Note (the "*Note*") dated of even date herewith in the original principal amount of ____________.00, executed by Indemnitor and payable to the order of Indemnitee, which indebtedness is secured by, among other things, a certain Commercial Mortgage, Security Agreement, Financing Statement and Assignment of Rents (the “Mortgage”) dated of even date herewith, covering, among other things, certain real property located in Manteno, Illinois, which property is more particularly described on the attached Exhibit “A” (the “Property”); and

WHEREAS, Indemnitee is unwilling to make the Loan to Indemnitor unless Indemnitor can assure Indemnitee that no Hazardous Materials (hereinafter defined) are currently, or will be, located on or about the Property; and

WHEREAS, Indemnitor has agreed, in consideration for the making of the Loan by Indemnitee, to indemnify Indemnitee from those losses, costs, and expenses specified below.

NOW, THEREFORE, for and in consideration of the premises hereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Indemnitor agrees as follows:

  1. Recitals. The preceding recitals are incorporated into this Agreement as if set out in full in this Section 1.

  2. Representations, Warranties and Covenants.

(a) Neither Indemnitor nor, to the best of Indemnitor’s knowledge, any previous owner, tenant, occupant, or user of the Property has used, generated, released, discharged, stored, or disposed of any Hazardous Materials (hereinafter defined) on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Indemnitor shall not cause or knowingly permit the presence, use, generation, release, discharge, storage, or disposal of any Hazardous Materials on, under, in or about, or the transportation of any Hazardous Materials to or from, the Property. The term “Hazardous Materials” means any substance, material, or waste that is or becomes regulated under any public health or environmental law by any local governmental authority, the State of _____, or the United States Government, including any material or substance (i) designated as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C. Sec. 1251 et seq. (33 U.S.C. Sec. 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Sec. 1317), (ii) defined as a "hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Sec. 6901-6991i (42 U.S.C. Sec. 6903), or (iii) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Sec. 9601-9675 (42 U.S.C. Sec. 9601), including, asbestos and polychlorinated biphenyls. The statutes cited in this Section 2, together with any other federal, state or local law or regulation relating to health or the environment, and applicable to either Indemnitor or the Property, or both, are hereinafter referred to as “Applicable Environmental Laws.”

(b) The Property and its intended use complies with all Applicable Environmental Laws, including all applicable federal, state and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the rules, regulations and ordinances of the County of Kankakee, State of Illinois and the United States of America.

(c) No underground storage tanks, whether or not containing any Hazardous Materials, petroleum product, or any other substance, are located on or under the Property. Unless it obtains Indemnitee’s prior written consent, Indemnitor shall not construct or install, or permit to be constructed or installed, under the Property an underground storage tank.

(a) Indemnitor shall (i) give to Indemnitee notice and a full description of the presence of any Hazardous Materials on the Property immediately on Indemnitor’s acquiring knowledge thereof, (ii) promptly comply with all requirements and orders of any governmental authority requiring the removal, treatment, or disposal of Hazardous Materials and provide Indemnitee with satisfactory evidence of compliance, and (iii) provide Indemnitee, within thirty (30) days after demand by Indemnitee, with a bond, letter of credit, or similar financial assurance evidencing to the Indemnitee’s reasonable satisfaction that the necessary funds are available to pay the costs and expenses of removing, treating, and disposing in accordance with applicable law of any Hazardous Materials and discharging any assessments levied against the Property as a result.

  1. Indemnity. Indemnitor hereby indemnifies, defends, and hold Indemnitee harmless from and against, and agrees to reimburse Indemnitee with respect to, any and all claims, demands, causes of action, loss, damage, liabilities, costs, and expenses (including attorney’s fees and court costs) of any kind or character, known or unknown, fixed or contingent, asserted against or incurred by Indemnitee at any time and from time to time under any Applicable Environmental Laws, and by reason of any matters arising out of any act, omission, event, or circumstance involving Hazardous Materials occurring on the Property or the operation of the Property (including the presence on the Property, or the release from or to the Property, of any Hazardous Materials) regardless of whether the act, omission, event, or circumstance constituted a violation of any Applicable Environmental Laws at the time of existence or occurrence.

  2. Environmental Risk Assessment. At any time, and from time to time, that Indemnitee reasonably believes that Hazardous Materials shall have been disposed of on, or have been released to or from the Property, Indemnitor shall deliver to Indemnitee, within thirty (30) days of a written request by Indemnitee, an environmental audit prepared by an environmental consultant acceptable to Indemnitee in Indemnitee’s reasonable judgment, at Indemnitor’s cost and expense, detailing the results of an environmental investigation of the Property, including an interpretation of and results of a chemical analysis of soil and ground water samples.

  3. Interest. If Indemnitee incurs any obligations, costs, or expenses under this Agreement, and if those obligations, costs or expenses are not paid by Indemnitor within ten (10) days, then Indemnitor shall pay Indemnitee immediately on demand, interest on the amount due at the lesser of the highest lawful rate or the Loan Rate (as defined in the Note), plus five percent (5%) until the amount, plus interest, is paid in full.

  4. Attorneys’ Fees. If Indemnitee retains the services of an attorney in connection with the enforcement of Indemnitee’s rights under this Agreement, then Indemnitor shall pay Indemnitee’s costs and attorneys’ fees, including costs and expenses of litigation through final appeal.

  5. Choice of Law. This Agreement is governed by the laws of New York. Indemnitor consents to the exercise of personal jurisdiction over Indemnitor by any federal or state court in Texas and consents to the laying of venue in any federal or state court located in the County of Grayson, State of New York.

  6. Notice. All notices, demands, requests and other communications required hereunder shall be in writing and shall be deemed to have been properly given if personally delivered or sent by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the party for whom it is intended at the appropriate address set forth above. Notice shall be deemed given upon receipt if delivered by personal delivery and upon deposit in an official depository of the United States postal service if delivered by mail. Any party may designate a change of address by giving written notice to the other party at least ten (10) days before the change is to become effective.

  7. Severability. If any of the provisions of this Agreement is held to be invalid, illegal, or unenforceable, then that invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein.

  8. Inconsistencies Among the Loan Documents. Nothing contained in this Agreement is intended to modify in any way the obligations of Indemnitor under the Note, the Mortgage, or any of the other documents executed or delivered in connection therewith. Any inconsistencies among the documents shall be construed, interpreted, and resolved to benefit Indemnitee, and Indemnitee’s election of which interpretation or construction is for Indemnitee’s benefit shall govern.

  9. Successors and Assigns. This Agreement shall be binding upon Indemnitor’s successors, assigns, heirs, personal representatives, and estate and shall inure to the benefit of Indemnitee and its successors and assigns.

EXECUTED as of the date first above written.

INDEMNITOR:

___________________

By:_______________________________

Name:

Title:

STATE OF _________

COUNTY OF _____________________

This instrument was acknowledged before me on this day of ______, 202, by ________________________ of _______________, a _____________________, in its capacity as _________ of ________________________ on behalf of said limited liability company.


NOTARY PUBLIC - STATE OF ______

INDEMNITEE:

6S CAPITAL PARTNERS LLC, SERIES A

By:_______________________________

Name:____________________________

Title:____________________________

STATE OF ________

COUNTY OF _________

This instrument was acknowledged before me on this day of ______ 202__, by _________________________, ____________________ of 6S CAPITAL PARTNERS LLC, SERIES A, on behalf of said 6S CAPITAL PARTNERS LLC, SERIES A.


NOTARY PUBLIC - STATE OF _______

EXHIBIT “A”

[Insert Property Legal Description]

1 Like

EXHIBIT J

To Master Loan Agreement

6S Capital Partners LLC, Series A

LOAN POLICIES AND PROCEDURES MANUAL

December 1, 2020

TABLE OF CONTENTS

KEY UNDERWRITING GOALS 1

SECTION 1 GENERAL PROVISIONS 4
1.1 Purpose and Goals 4
1.2 Permitted Borrowers 4
1.3 Parties 5
1.4 Series A Investment Committee 6
1.5 Loan Policy 6
1.6 Interest Rate 9

SECTION 2 LOAN UNDERWRITING 10
2.1 Loan Approval Process 10
2.1.1 Borrowers 10
2.1.2 Series A Manager 11
2.1.3 Committee Review 11
2.1.4 Bank or Other Secured Lender to Series A 11
2.2 Lending Criteria 11
2.2.1 Management Rights 11
2.2.2 Project 12
2.2.3 Loan Amount 12
2.2.4 Purpose of Loan 12
2.2.5 Budget 12
2.2.6 Appraisals 13
2.2.7 Other Due Diligence Items 13
2.2.8 Submission 13
2.3 Change in Approved Terms/Structure Modifications 13

SECTION 3 LOAN CLOSING 15
3.1 Loan Closing Process 15
3.2 Loan Documents 15
3.2.1 Loan Agreement 15
3.2.2 Promissory Note 16
3.2.3 Guaranty 16
3.2.4 Mortgage 16
3.2.5 Control Agreement – Bank Account 16
3.3 Borrower Acknowledgement 17

SECTION 4 LOAN SERVICING 18
4.1 Documentation Files 18
4.2 Advance Requests 18
4.3 Loan Modifications 18
4.4 Monitoring 18
4.5 Loan Payoff 18
4.6 Enforcement 19

Exhibit Index

Exhibit A Form of Master Loan Facility with exhibits

Exhibit B Form of Budget

KEY UNDERWRITING GOALS

Underwriting is the process a lender uses to decide whether to loan someone money and under what conditions. 6S Capital Partners, as a lender, wants to loan money to people who are will repay the loan.

As a private lender, we must make sound underwriting decisions to mitigate risk to our members and creditors. Each loan request starts with following questions.

Does the applicant meet our loan requirements?

The applicant must:

· Not be a prohibited borrower under our loan policies or appliable law;

· Have the legal capacity and authority to enter into our loan agreement and other ancillary documentation;

· Have the financial resources and a solid plan to repay the loan;

· Have collateral value satisfactory to us to secure the repayment of the loan in full in an event of default by the borrower;

· Have acceptable credit quality;

· Have a good reputation; and

· Meet the specific requirements for our loan documents.

Does the project and property meet our collateral requirements?

The project or property must:

· Meet our requirements regarding location, quality, property type, tenants, contractors, etc.;

· Meet our environmental requirements;

· Not have legal hindrances to the applicant’s ownership (clear title) of the property;

· Have an executed NN or NNN lease with a creditworthy tenant; and

· Have sufficient value to protect our security interest in the property.

Does the loan work economically for us as the lender?

· Can we offer loan terms and conditions that enable the applicant borrower to afford the loan?

· Is the applicant borrower willing and able to meet the terms and conditions we can offer?

· Is the loan profitable to us?

SECTION 1

GENERAL PROVISIONS

6S Capital Partners LLC is a Delaware series limited liability company (the “Company”). Series A is a separate series of the Company (“Series A”) organized to offer (the “Offering”) an aggregate amount of up to $30,000,000 in Series A preferred membership interests (the “Interests”), pursuant to a Private Placement Memorandum, dated ____________, 202, as may be amended and supplemented (collectively with all exhibits and addendums thereto, the “PPM”).

The Manager of the Company is 6S Capital LLC. The Series A Manager is 6S Capital LLC.

Series A expects to enter into a secured revolving credit facility agreement with one or more banks (the “Bank”) or other private lenders in an aggregate principal amount of up to $100,000,000 or more. Series A will provide its lenders a continuing first priority security interest on its assets, including the Series A secured loan portfolio.

Series A will seek to use substantially all of the Offering and loan proceeds from its lenders available for use, after the payment of fees and expenses of (x) the Offering, (y) any revolving credit facility or other loan arrangement, and (z) the Company and Series A, to fund loans under a master loan facility with one or more borrowers in accordance with these loan criteria, policies and procedures.

1.1 Purpose and Goals

The purpose of the loan policies and procedures contained within this manual (the “Loan Policies and Procedures” and the “Manual”) is to present the mandatory and discretionary criteria which governs the lending activities of 6S Capital Partners LLC, Series A (as the “Lender”) including lending activities to (i) affiliated real estate entities, or (ii) unaffiliated third-party real estate developers that are now, or become, parties to the Lender’s secured master loan facility (the “Master Loan Facility”). The parties which may receive Loans under the Master Loan Facility are referred to collectively as the “Borrower”).

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Master Loan Facility. A copy of the Form of Master Loan Facility is attached hereto as Exhibit A.

Our underwriting goals as the Lender are:

  1. Determine the risk profile of the Borrower and whether we are willing to accept that risk

  2. Minimize the loss if the Borrower does not repay the loan

  3. Minimize the cost of the underwriting process

  4. Assist the Series A Manager in determining the interest rate for the loan

For higher risk borrowers, the Lender may charge higher interest rates to reduce its loss if the loan is not paid back.

1.2 Permitted Borrowers

Permitted affiliated parties include, but are not limited to:

  1. 6S Development LLC

  2. Any wholly owned subsidiary of 6S Development LLC which is named in the following naming convention:

· 6S ORLY [City] [State] LLC

· 6S SK [City] [State] LLC

· 6S WW [City] [State] LLC

· 6S DG [City] [State] LLC

Permitted tenants are as follows:

  1. Commercial

· Dollar General

· Service King

· Caliber Collision

· Signature Collision

· O’Reilly Auto Parts

· Wawa

· Tractor Supply

· Grocery Outlet

· Dutch Brothers Coffee

· Starbucks Coffee

· 7-Eleven

· Tesla

  1. Industrial

· Amazon

· FedEx

· UPS

· Brambles Companies (including Chep)

Our Bank (or other secured lender), as applicable, may approve amendments (additions or omissions) to the list of permitted tenants above.

1.3 Parties

The parties involved in the loan process include, but are not limited to, the following:

  1. Borrower

  2. One or more Guarantors

  3. Series A, as Lender

  4. Series A Manager

  5. Series A Investment Committee

  6. Bank or other private lender to Series A

  7. Legal counsel to the parties

  8. Title company

  9. Appraiser

  10. Tenants, as applicable, for certain consents

  11. Other third parties, as applicable, for certain consents

A Guarantor may be the parent or an affiliate of the Borrower and may be one or more individuals or legal entities.

For loans involving a construction Project, the Guarantor must provide a satisfactory completion guarantee in addition to any other payment or performance guarantee.

1.4 Series A Investment Committee

The Series A Investment Committee (the “Committee”) will assist the Series A Manager in fulfilling its responsibilities related to loan applications consistent with the Lender’s goals, as directed by the Series A Manager. As requested by the Series A Manager, the Committee will review loan applications and make recommendations to the Series A Manager. The Committee’s role is advisory, and it has no expressed or implied power or authority.

The Series A Manager will appoint the members of the Committee and each member will serve a term of one (1) year. The Series A Manager may fill vacancies on the Committee and may remove a member from the Committee at any time without cause.

The Committee shall have a minimum of three (3) members and a maximum of five (5) members. At least one member should have expertise in real estate financing and one member must have legal experience. The Committee members may be independent of or affiliated with the Lender. The Series A Manager will be a member of the Committee. The initial Series Manager of Series A is 6S Capital LLC. The Committee is closed to non-members of the Committee and the public.

The Committee will meet bi-weekly to review loan requests and make recommendation to the Series A Manager unless it is necessary to meet more or less frequently. A majority of the Committee members constitutes a quorum.

Any recommendation of the Committee must be unanimous. The Committee is permitted to make recommendations in writing in lieu of a meeting.

Acceptance or rejection of any Committee recommendation is within the sole discretion of the Series A Manager.

1.5 Loan Policy

Pursuant to the terms and conditions of the Master Loan Facility and subject to the review and approval of the Series A Manager and, as applicable, the Bank (or other secured lender), Series A will make loans to the Borrowers (the “Loans”).

Loan Parameters

The Loan parameters include, but are not limited to, the following:

  1. Retail or commercial single tenant real estate projects or properties in the USA.

  2. Borrower is or has engaged a developer with at least 10 years of real estate development experience or otherwise acceptable to Lender.

  3. Borrower consents to background check and results of background check are acceptable to Lender.

  4. New construction or refinancing of stabilized completed projects.

Stabilized means a project that (i) is collecting rent from the tenant or (ii) has been delivered to a tenant which is obligated to pay rent, and all operational obligations of Borrower are satisfied.

  1. The tenant lease must be executed and enforceable at or prior to closing of the loan. The lease may be build-to-suit or ground lease; either double net or triple net.

  2. Term of loan is determined by the Series A Manager, provided that the term may not exceed the term of the tenant lease. The Series A Manager may agree to a loan renewal option upon maturity of a loan subject to the requirements of our Bank (or other secured lender), as applicable.

  3. No Loan may have a term that exceeds the redemption date of the Preferred Membership Interests under the terms and conditions of the Operating Agreement and Series A Supplement. However, we may extend the term of an outstanding loan and make additional loans after the redemption date of the Preferred Membership Interests, so long as Series A can satisfy any redemption requests when made thereafter and subject to the approval of the Bank (or other secured lender), as applicable.

  4. Floating interest rate or fixed interest rate loan.

  5. Loans may be interest only or amortizing.

  6. Minimum equity requirements (measured at closing date only) on a loan portfolio basis:

a. 30% for new construction loan

b. 15% for refinancing of a finished project for approved tenants

c. 20% for refinancing of a finished project for discretionary tenants

Equity includes (i) capital deployed (with supporting documentation to the satisfaction of the Lender) by Borrower into Project, (ii) the difference between the appraised value of the collateral and the loan amount, provided that such collateral falls within the scope of activities authorized by the Lender, or (iii) cash or cash equivalents and U.S. Treasury securities in an account subject to a control agreement in favor of the Lender.

Example: Appraised value equals $8MM and the loan amount is $5MM. The $3MM difference would be equity so long as we have a senior lien on the entire project.

For multiple loans with the same Borrower, the Lender may request cross collateralization. Likewise, the Lender may, in its sole discretion, determine the equity amount on a portfolio basis to the same Borrower.

Our Bank (or other secured lender), as applicable, may require us to increase or lower the above equity requirements.

  1. 100% secured, first priority security interest in favor of the Lender and enforceable assignments, as applicable

  2. For construction or retrofit loans, construction must be ready to begin within 30 days or less of closing the loan

  3. Written reports from the Borrower including:

a. Project Monthly Budget vs. Actual

b. Weekly construction reports

c. Rent roll for completed projects

d. Annual tax returns

e. Quarterly financial statements (unaudited)

  1. Lender inspection rights (within reasonable business hours)

  2. Financial covenants as determined in the discretion of the Series A Manager such as:

a. Loan-to-Value (measured at closing)

b. Loan-to-Cost (measured at closing)

c. Debt Service Coverage Ratio (DSCR, measured at closing)

d. Borrower/developer exit spread compared to market

e. Limit on debt outstanding of Borrower and guarantors

f. Portfolio concentration exposure to a given tenant

  1. Generally, loans will not be subject to a pre-payment penalty.

Compliance with the above loan parameters will be determined as of the closing date of the loan.

The Lender will not make loans to the following:

· A business that has been the subject of bankruptcy within the past 10 years.

· A business in which an owner of more than 10% of its outstanding equity has been the subject of bankruptcy within the past 10 years.

· A business where an owner of more than 10% of if its outstanding equity has been convicted of a felony involving a crime of dishonesty within the last 10 years.

· A business subject to an outstanding tax lien.

· A business subject to an outstanding judgment lien.

· A speculative project.

The policies and procedures in this Manual are to be used as guidelines for making lending decisions that are sensible and consistent with the Master Loan Facility. The Lender may revise this Manual from time to time, in its discretion and subject to requirements of the Bank (or other secured lender), as applicable.

1.6 Interest Rate

Interest rates for loans are determined within the discretion of the Series A Manager.

SECTION 2

LOAN UNDERWRITING

2.1 Loan Approval Process

2.1.1 Borrowers

To be considered for a Loan, a potential Borrower must prepare a complete Loan Application, including a Budget, due diligence items, and any other information required by the Series A Manager or the Bank (or other secured lender) as applicable, and submit to the Series A Manager. The form of Loan Application should be substantially in the form attached as Exhibit C to the Master Loan Facility.

The Borrower must deliver to us the information we request such as, among other things,

· Business debt schedule

· Balance sheet of Borrower

· Balance sheet of guarantor, if any

· Profit and loss statements of Borrower

· Profit loss statements of guarantor, if any

· Cash flow statements of Borrower

· Tax returns of Borrower (last 3 years)

· Tax returns of guarantor (last 3 years), if any

· Business plans

· Tax identification number

· Business bank account number

· Proof of ownership of real property or signed purchase agreement to acquire the property

· Tenant information

· Bank account information for Borrower and/or guarantors

· Consent of Borrower for Lender to request background check on the business and owners.

In addition, non-affiliated, third party borrowers will be expected to provide personal references.

The Lender may request that the Borrower provide a contingency plan if it encounters unexpected business expenses to ensure the Borrower could make payments on a loan in the face of financial hurdles. The Lender may also request a list of business backers or sources of capital outside of revenue.

The Borrower is expected to pay the Lender’s fees and expenses in connection with the Loan Application and any closing cost, including but not limited to, the cost of an appraisal of the Property, legal fees and recording costs.

The Borrower will be expected to work with the Series A Manager and the designated title company to prepare the necessary Loan Documents to be filed with the appropriate counties where the real estate is located.

Each Loan must be in compliance with this Manual, the Master Loan Facility, requirements of the revolving credit facility agreement between Series A and Bank (or other secured lender as applicable) and applicable laws.

2.1.2 Series A Manager

The Series A Manager will review each Loan Application, including Budgets, due diligence items, and any other documentation received from a potential Borrower to ensure that the documents and information provided by the Borrower are complete.

If the documents are complete, the Series A Manager may determine, in its sole discretion, to (i) approve or not approve the Loan request, or (ii) send a copy of the Loan Application, including Budgets, due diligence items, and any other documentation to the Committee for review and a recommendation whether to approve or not approve the Loan request.

2.1.3 Committee Review

At the request of the Series A Manager, the Committee will review Loan Applications, including Budget, due diligence items, Loan Documents, and any other documentation received from the Series A Manager and recommend whether the proposed loan is in compliance with these Loan Policies and Procedures, the Master Loan Facility, and applicable laws and regulations. The Committee will notify the Series A Manager of its recommendation. Acceptance or rejection of any Committee recommendation is within the sole discretion of the Series A Manager.

2.1.4 Bank or Other Secured Lender to Series A

Once a loan is approved by the Series A Manager, and as required, the Series A Manager will send a copy of the Loan Application, including Budgets, due diligence items, and any other documentation to the Bank (or other secured lender), as applicable, for review and approval.

Upon review and approval by the Bank (or other secured lender), as applicable, which may be oral or written, the Series A Manager will notify the Borrower that the loan is approved, subject to execution of definitive loan documents between the Borrower and the Lender satisfactory to Lender in its sole discretion.

At closing of the loan, Lender will deliver the loan proceeds to the Borrower in accordance with the closing instructions and draw requests received and approved in accordance with these Loan Policies and Procedures.

The Series A Manager will be responsible for the safekeeping of all documents presented and the filing of any requisite documentation as may be necessary in order to protect the interests of the Company, Series A and the Bank (or other secured lender), as applicable. Additionally, the Series A Manager will be responsible for overseeing the Loan servicing process.

2.2 Lending Criteria

Regardless of the priorities or lending conditions, every Loan must meet the lending criteria set forth below (collectively, the “Lending Criteria”):

2.2.1 Management Rights

Loans may only be made to Borrowers that have entered into an agreement authorizing Series A Manager to receive certain management rights that allow the Company and Series A to participate in, or influence the conduct of, the management or development activities of the Borrower entity receiving the Loan in order to protect the rights of Series A as lender. The management right agreement should be substantially in the form attached as Exhibit B to the Master Loan Facility.

2.2.2 Project

Each approved Loan will be made on a per-Project basis. The Borrower must submit to the Lender a written request for each Loan describing the Project and intended use of loan proceeds.

Project” includes:

(i) the acquisition of real property (whether title is held directly or indirectly via ownership interests in a special purpose entity (“SPE”) holding title to such real property) and the development, re-development, retrofit or construction of retail or other commercial real estate assets and other improvements incidental thereto,

(ii) the development or construction thereof, as the case may be, and

(iii) the refinancing of a stabilized property.

A Project may include one or more parcels of real property.

2.2.3 Loan Amount

The proposed amount of each Loan should be the amount set forth in the Loan Application and supported by a Budget and Appraisal approved by the Series A Manager and the Bank (or other secured lender), as applicable. The aggregate principal amount of all Loans outstanding, on a portfolio basis, shall not exceed the lesser of:

(i) 90% of the appraised value of the assets underlying the Loans, and

(iv) 100% of the Hard Costs to purchase and fully develop or construct the assets underlying the Loans.

Hard Costs” include the purchase price and other costs of land or lots (including earnest money deposits for the purchase of land and lots), material supplies, fees to third parties, developer fees, construction management fees, interest expense, and taxes, and closing costs (including title insurance) as reflected on the applicable settlement statements.

2.2.4 Purpose of the Loan

The documented purpose of the Loan is one of the following:

(A) the acquisition of parcels of real property (including but not limited to raw/unentitled land and/or finished lots)

(i) for development into commercial lots,

(ii) for the development or construction of retail or other commercial real estate assets for marketing and sale;

(B) the acquisition of existing commercial properties to be redeveloped, renovated, or repositioned for marketing and sale,

(C) the acquisition of ownership interests in a special purpose entity (“SPE”)—whether a Delaware statutory trust or other entity—that will hold title to an existing commercial property and through which the Borrower will indirectly own the underlying real property via the Borrower’s ownership interests in the SPE, or

(D) the refinancing of a stabilized Project.

2.2.5 Budget

Borrower must include with each completed Loan Application a budget of acquisition, development, and construction costs (the “Budget”). The form of the Budget is attached hereto as Exhibit B.

For a stabilized Project, the Borrower must provide a rent roll.

2.2.6 Appraisals

After receiving each completed Loan Application, the Lender will order an appraisal of the Project property (the “Appraisal”) prepared by a licensed appraiser with experience appraising real property of a kind and nature similar to, and in the same geographic area as, the Project property.

The cost of the Appraisal should be paid by the Borrower.

2.2.7 Other Due Diligence Items

The Borrower will be expected to provide to us, among other things, copies of the following additional due diligence documents, if applicable:

· Site Plan

· Architect plans

· Engineering plans

· Environmental reports

· Geo reports

· Form of General Contractor Agreement

· General Contractor consent

· Permits

· Tenant Lease and any amendments

· Land Purchase Agreement and any amendments

2.2.8 Submission

Once all of the appropriate information has been assembled, the Borrower must submit the completed Loan Application, including the Budget and the Appraisal, due diligence items, and any other information required by the Series A Manager to the Series A Manager for review.

2.3 Change in Approved Terms/Structure Modifications

Loans should be closed substantially in accordance with the terms outlined in the Loan Application and other approval documentation. Any material changes in approved terms must be re-approved by the Series A Manager and the Bank (or other secured lender), as applicable, either via an amended Loan Application or, if a closing has already occurred, via a Loan Modification signed by both the Series A Manager and the Bank (or other secured lender), as applicable. The form of Loan Modification should be substantially in the form attached as Exhibit I to the Master Loan Facility.

SECTION 3

LOAN CLOSING

3.1 Loan Closing Process

Once the requested Loan has been approved by the Series A Manager and the Bank (or other secured lender), as applicable, the Lender and the Borrower may proceed to close the Loan.

The Borrower and Lender will gather all of the due diligence and prepare or obtain all of the documentation required for closing pursuant to the Loan Application. The Loan Documents will be prepared by Lender’s counsel.

The closing documents necessary to close a Loan are listed in the Form of Closing Checklist should be substantially in the form attached as Exhibit D to the Master Loan Facility.

Once such due diligence and documentation have been obtained and drafted, Lender’s legal counsel will provide copies to Borrower to review and approve.

The Series A Manager will review such items and, with advice of counsel, confirm that all of the matters required pursuant to the Loan Application and each Loan Document have been received in satisfactory form.

Upon completion of the Series A Manager’s review and approval of the closing documents and the other items received or to be received therewith, the Series A Manager will indicate such are approved for funding and closing, or not approved.

3.2 Loan Documents

The Loan Documents will include among others the following:

· Loan Agreement

· Promissory Note

· Mortgage (Deed of Trust)

· Assignments

· Guaranties

· Title documents

· Legal opinions, especially enforceability of the loan agreement and perfection of the first priority security interest on the collateral.

· Closing certificates

3.2.1 Loan Agreement

For Loans involving real property to be developed, redeveloped, or constructed, Borrower and Series A will enter into a Construction Loan Agreement should be substantially in the form attached as Exhibit G to the Master Loan Facility.

3.2.2 Promissory Note

Borrower will provide to the Lender a fully executed promissory note for each Loan, secured by either:

(a) a mortgage executed by Borrower, in a form substantially similar to the form attached as Exhibit F to the Master Loan Facility (or in another form the Series A Manager deems appropriate) and other assignments of rents or tangible property related of the Borrower, or

(b) in the case of the acquisition of ownership interests in an SPE holding title to underlying real estate, a contractual right to receive any and all distributions payable to Borrower as an owner in the respective SPE until the Loan is paid in full.

The promissory note should be substantially in the form attached as Exhibit E to the Master Loan Facility, or in such other form as deemed appropriate by the Series A Manager and approved by the and the Bank (or other secured lender), as applicable.

3.2.3 Guaranty

The parent entity of Borrower, and the principals of Borrower (or parent entity of the Borrower) at the discretion of the Lender, will provide to the Lender a fully executed completion guaranty and a limited commercial guaranty.

The terms of each Guaranty are within the discretion of the Series A Manager. The Guaranties should be substantially in the form attached as Exhibit A-1 and Exhibit A-2 to the Master Loan Facility.

3.2.4 Mortgage

Borrower will provide to the Lender either:

(a) (i) a mortgage (a “Mortgage”), executed by Borrower, in a form substantially similar to the form attached as Exhibit F to the Master Loan Facility (or in another form the Series A Manager deems appropriate and approved by the Bank (or other secured lender), as applicable), and cause the same to be recorded in the land records in the jurisdiction in which the Project is located, and (ii) other assignments of rents or tangible property related of the Borrower, or

(b) in the case of the acquisition of ownership interests in an SPE holding title to underlying real estate, a contractual right to receive any and all distributions payable to Borrower as an owner in the respective SPE.

Our legal counsel should ensure such Mortgage and assignments are recorded in the land records in the jurisdiction in which the Project property is located, as applicable.

3.2.5 Control Agreement – Bank Account

The Borrower, Lender and Borrower’s bank may execute an account control agreement for the Borrower’s construction bank account.

3.3 Borrower Acknowledgment

Pursuant to a revolving credit facility agreement between the Series A and the Bank (or other secured lender), as applicable, the Company and Series A will assign all of its rights to enforce the Master Loan Facility, the Loan Documents for any Loan issued pursuant to the Master Loan Facility, and title and hazard insurance policies to the Bank (or other secured lender), as applicable. The Borrower may be required to acknowledge such assignment.

SECTION 4

LOAN SERVICING

4.1 Documentation Files

The Series A Manager will be responsible for the safekeeping of all documents presented and must keep on file all requisite documentation as may be necessary in order to protect the interests of the Lender and the Bank (or other secured lender), as applicable, including holding all original promissory notes and the corporate guaranties made by any party under the Master Loan Facility, and all mortgages, deeds of trust, assignments and other collateral securing the Loan.

4.2 Advance Requests

Once a Loan has been closed, the Borrower may submit advance requests for approval substantially in the form attached as Exhibit H in the Master Loan Facility. Each such request must be sent to the Series A Manager for review and approval. If the funds being requested are related to construction efforts, such advance request must also include an inspection report verifying that the work specified in such advance request has been completed.

4.3 Loan Modifications

If the Borrower becomes aware of any material changes to the information provided during the Loan approval process, Borrower must notify the Series A Manager and submit a modified Loan Application for approval prior to funding. If a closing has already occurred, and Borrower seeks to modify an existing Loan, Borrower should submit a Loan Modification Request to the Series A Manager for review and approval.

4.4 Monitoring

The Lender must monitor the Borrower’s compliance with the terms of the applicable loan agreement. The Series A Manager should request information from the Borrower to demonstrate compliance during the term of the loan.

4.5 Loan Payoff

In most cases, the Borrower will need to sell the Project property and use the sale proceeds to repay the loan to Lender. If Borrower wishes to sell the property and repay the loan prior to maturity of the loan, the Lender will be required to release the collateral.

Borrower may notify Lender of the sale and request the payoff amount. In such case, we will provide a payoff letter to Borrower which indicates the amount of principal and interest due on a given date. We may request a similar payoff letter from the Bank (or other secured lender), as applicable,

We will release the collateral upon repayment for the loan (principal and interest) and our related expenses.

In some cases, the Borrower may wish to refinance the loan with another lender. To refinance the loan, we will be required to release the collateral upon closing of the refinanced loan.

Borrower may notify Lender of the refinancing and request the payoff amount. We will release the collateral upon repayment for the loan (principal and interest) and our related expenses.

Subject to the terms of our credit or loan agreement with the Bank (or other secured lender), as applicable, we will repay amounts owed under such agreement.

4.6 Enforcement

Upon an event of default by the Borrower under the Master Loan Facility, or any promissory note, mortgage, deed of trust, assignment or other Loan Document, the Lender will have the power to pursue all remedies and as necessary to cure the default or to foreclose on any and all collateral, including pursuing rights under any guarantees.

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Per my discussion with @LongForWisdom and @SebVentures, a new addition to the tenant list has been added: Tesla. Neither saw this would materially change the nature of the proposed transaction. The community should be aware of this addition.

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Note: the above document set gets executed for each loan and is accompanied by a legal enforceability opinion in the relevant jurisdiction.

The above is between BorrowCo and LendCo and will not be executed for the closing of this credit facility, only subsequent per transaction that LendCo closes with the BorrowCo.

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a new addition to the tenant list has been added: Tesla.

It’s probably nothing…

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Tesla. Yes I noticed that one…@mrabino1 is this information that can be used for marketing purposes or is that not allowed?

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There are discussions but until there is an executed lease that would be used as collateral to support the loan in the first place, it is too early. For now, it is just being added to the list of candidates.

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Thank you for providing the Community with the Agreements. Once an Agreement has been executed, will you be able to make them accessible to the community via perhaps IPFS, or Arweave?

And for educational purposes–I noticed your legal team has chosen to go with a JURY TRIAL WAIVER–are All/Any litigation/disputes done via Arbitration? Also, the Governing Law was chosen as the State of New York. Is that more advantageous versus Wyoming and/or Delaware? Trying to learn a thing, or two here Matt.:slight_smile:

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On the downstream documents, they mostly all have confidential material. To the community that won’t be possible, that said, the Maker Representatives that have an NDA in place would be able to see the transactional documents.

Yes. This is advantageous to the Lender (LendCo). Jury trials are by default unless waived and are typically MUCH longer to resolve a dispute. New York law is the most beneficial for the lender.