Construction Loan Agreement, dated as of November 23, 2015, by and between SeD Maryland Development, LLC and The Bank of Hampton Roads

Conditions to Closing. The conditions precedent to closing the Loan and the making by the Lender of the initial advance thereunder are set forth in the Closing Checklist.

Schedules. The Schedules attached to this Agreement are incorporated herein and made a part hereof.

Defined Terms. Capitalized terms in this Agreement shall have the meanings ascribed to such terms in the Preamble hereto and in Schedule 1.

The Loan. The Borrower agrees to borrow the Loan from the Lender, and the Lender agrees to lend the Loan to the Borrower, subject to the terms and conditions herein set forth, in incremental advances. Interest shall accrue and be payable in arrears only on sums advanced hereunder for the period of time outstanding. The Land Development Loan shall be a revolving line of credit. Accordingly, as more particularly set forth herein, the Borrower shall have the right to borrow, repay and reborrow, from time to time, the principal amount of the Land Development Loan, on the condition that (a) no Event of Default shall then exist, (b) the unpaid principal balance outstanding under the Land Development Loan at any one time does not exceed the original principal amount of the Revolving Note, and (c) all additional conditions as set forth in this Agreement and each of the other Loan Documents have been satisfied and/or waived. Notwithstanding anything contained herein to the contrary, however, in no event shall the aggregate amount advanced under the Land Development Loan exceed the Cumulative Loan Advance Limit. The Letter of Credit Facility is not a revolving loan; amounts advanced and repaid may not be re-borrowed.

Purpose; Reallocation; Revenues from Property. The Loan shall be advanced by the Lender in accordance with the terms of this Agreement to pay those expenses related to the Loan and the Property that are described in the Budget, but not, in the aggregate with respect to any line item set forth in the Budget, in excess of the amount of the Loan to be disbursed for such line item, as set forth in the Budget. The Borrower will receive each advance in trust for the purpose of paying only those costs for which the advance is made and will utilize the funds advanced for no other purpose. With the prior approval of the Lender, any cost savings, actual or estimated, affecting any approved line item within the Budget, other than the interest reserve, may be reallocated by the Borrower to the contingency reserve or to such other line item within the Budget as may be reasonably approved by the Lender. Upon completion of the Improvements and the payment of all costs in connection therewith, any undisbursed proceeds of the Loan shall be allocated to such other line item as the Lender shall approve. Each request to reallocate funds from the contingency reserve shall be subject to approval by the Lender as to the amount and purpose for which such reallocation of funds will be used; provided, however, that the Borrower shall have the right, in its discretion, to reallocate up to $500,000 of the contingency reserve, plus the amount of any confirmed cost savings in other line items in the Budget, to pay demonstrated cost overruns in other approved line items within the Budget without the prior written consent of the Lender. If and when revenues are derived from the Property in amounts sufficient to pay all or any portion of the operating expenses of the Property or all or any portion of the interest on the Loan, such revenues will be used to pay such expenses and/or interest, and the Lender, at its sole option, may restrict or prohibit future disbursements of the Loan for the payment of interest and/or such operating expenses to the extent that revenues are sufficient to pay such amounts.

Draw Requests. Advances shall be made not more frequently than monthly based on draw requests signed by an Authorized Signer in the form attached hereto as Schedule 2 or in another form reasonably approved by the Lender (including any form on an electronic platform or electronic transmission system). Each draw request for hard costs shall be set forth on AIA Forms G702 and G703 or another form reasonably approved by the Lender, and shall be reviewed by the Construction Inspector, signed by the applicable Contractor or Contractors and, if requested by the Lender, approved by the Engineer. Draw requests for hard costs shall show the percentage of Completion of Construction and shall set forth in trade breakdown form and in such detail as may be reasonably required by the Lender the amounts expended and/or costs incurred for work done and materials incorporated in the Improvements. Retainage will be withheld and released in accordance with the terms of Schedule 5. Each draw request shall be supported by such information and documentation (such as paid receipts, invoices, statements of accounts, lien releases, etc.) as the Lender may reasonably require to assure that amounts requested are to be used to reimburse the Borrower for costs previously paid by the Borrower or to pay costs incurred by the Borrower that are to be paid from proceeds of the Loan, as set forth in the Budget. The Lender shall have a period of ten (10) Banking Days within which to fund each approved requisition.

Additional Terms Regarding Advances; Required Equity. Advances of the Loan shall also be subject to the terms and conditions set forth in Schedule 5. The Borrower shall be responsible for the payment of all costs and expenses not otherwise payable with the proceeds of the Loan. During the term of the Loan, the Borrower shall provide to the Lender satisfactory evidence of the payment of all required equity, as and when the same shall be due in accordance with the terms of this Agreement.

Liability of Lender. The Lender shall in no event be responsible or liable to any Person other than the Borrower for the disbursement of or failure to disburse the Loan proceeds or any part thereof and neither the Construction Inspector nor any Contractor, subcontractor, laborer or material supplier shall have any right or claim against the Lender under this Agreement or the other Loan Documents.

Letters of Credit. All Letters of Credit, if any, issued under the Loan, and drawings thereunder, shall be subject to the terms and conditions of Schedule 6.

Organization, Power and Authority of the Borrower; Loan Documents. The Borrower (a) is a limited liability company duly organized, existing and in good standing under the Laws of the State of Delaware and is duly qualified to do business and in good standing in the State of Maryland and in any other state where the nature of the Borrower's business or property requires it to be qualified to do business, and (b) has the power, authority and legal right to own its property and carry on the business now being conducted by it and to engage in the transactions contemplated by the Loan Documents. The Loan Documents to which the Borrower is a party have been duly executed and delivered by the Borrower, and the execution and delivery of, and the carrying out of the transactions contemplated by, such Loan Documents, and the performance and observance of the terms and conditions thereof, have been duly authorized by all necessary organizational action by and on behalf of the Borrower. The Loan Documents to which the Borrower is a party constitute the valid and legally binding obligations of the Borrower and are fully enforceable against the Borrower in accordance with their respective terms, except to the extent that such enforceability may be limited by Laws generally affecting the enforcement of creditors' rights and the application of equitable principles.

Other Documents; Laws. The execution and performance of the Loan Documents to which the Borrower is a party and the consummation of the transactions contemplated thereby will not conflict with, result in any breach of, or constitute a default under, the organizational documents of the Borrower, or any contract, agreement, document or other instrument to which the Borrower is a party or by which the Borrower or any of its properties may be bound or affected, and such actions do not and will not violate or contravene any Law to which the Borrower is subject. Such actions do not and will not violate or contravene any Law to which the Borrower, the Property, or any tenant under any Lease is subject, including the Controlled Substances Act.

Taxes. The Borrower has filed all federal, state, county and municipal tax returns required to have been filed by the Borrower and has paid all Taxes which have become due pursuant to such returns or pursuant to any tax assessments received by the Borrower.

Legal Actions. There are no Claims or investigations by or before any court or Governmental Authority, pending, or to the best of the Borrower's knowledge and belief, threatened against or affecting the Borrower, the Borrower's business or the Property. The Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority affecting the Borrower or the Property.

Nature of Loan. The Borrower is a business or commercial organization. The Loan is being obtained solely for business or investment purposes, and will not be used for personal, family, household or agricultural purposes.

Trade Names. The Borrower conducts its business solely under the name set forth in the Preamble to this Agreement and makes use of no trade names in connection therewith, unless such trade names have been previously disclosed to the Lender in writing.

Financial Statements. The financial statements heretofore delivered by the Borrower and the Guarantor to the Lender are true and correct in all respects, have been prepared in accordance with generally accepted accounting principles consistently applied, and fairly present the respective financial conditions of the subjects thereof as of the respective dates thereof.

No Material Adverse Change. No material adverse change has occurred in the financial conditions reflected in the financial statements of the Borrower and the Guarantor since the respective dates of such statements, and no material additional liabilities have been incurred by the Borrower or the Guarantor since the dates of such statements other than the borrowings contemplated herein or as approved in writing by the Lender.

ERISA and Prohibited Transactions. As of the date hereof and throughout the term of the Loan: (a) the Borrower is not and will not be (i) an "employee benefit plan," as defined in Section 3(3) of ERISA, (ii) a "governmental plan" within the meaning of Section 3(32) of ERISA, or (iii) a "plan" within the meaning of Section 4975(e) of the Code; (b) the assets of the Borrower do not and will not constitute "plan assets" within the meaning of the United States Department of Labor Regulations set forth in Section 2510.3-101 of Title 29 of the Code of Federal Regulations; (c) transactions by or with the Borrower are not and will not be subject to state statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans; and (d) the Borrower will not engage in any transaction that would cause any Obligation or any action taken or to be taken hereunder (or the exercise by Lender of any of its rights under the Deed of Trust or any of the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under ERISA or Section 4975 of the Code. The Borrower agrees to deliver to the Lender such certifications or other evidence of compliance with the provisions of this Section as the Lender may from time to time reasonably request.

Compliance with Zoning and Other Requirements. To the best of its knowledge, (a) the Borrower is in compliance with the requirements of all applicable Laws; (b) the use of the Property complies with applicable zoning ordinances, regulations and restrictive covenants affecting the Land; (c) all use and other requirements of any Governmental Authority having jurisdiction over the Property have been satisfied; and (d) no violation of any Law exists with respect to the Property.

Plans and Specifications. The Plans and Specifications are complete and adequate for the Construction of the Improvements. The Plans and Specifications have been approved by all Governmental Authorities having or claiming jurisdiction over the Property and by the beneficiary of each restrictive covenant affecting the Property whose approval is required. The Plans and Specifications have also been approved by NVR under the terms of the NVR Contracts, to the extent such approval is required. To the best of the Borrower's knowledge, the Improvements, if constructed substantially in accordance with the Plans and Specifications, will fully comply with all applicable Laws, including those Laws relating to access and facilities for disabled persons.

Building Permits; Other Permits. All building, construction and other permits necessary or required in connection with the Construction of the Improvements have been validly issued or will be issued in a timely manner by a date sufficient to ensure the commencement of construction and the Completion of Construction in accordance with the Project Schedule. All required fees have been or will be paid and bonds and/or other security have been or will be posted in connection with all permits as and when the same are required. To the knowledge of the Borrower, adequate amounts are included in the Budget to pay all fees and the cost of all bonds and other security required in connection with permits to be issued in the future. Following the issuance thereof, all permits will remain in full force and effect.

Utilities. All utility services necessary for the Construction of the Improvements and the operation thereof for their intended purposes are available at the boundaries of the Land (or will be available upon the completion of work shown in the Plans and Specifications), including telephone service, cable television, water supply, storm and sanitary sewer facilities, natural gas and electric facilities, including cabling for telephonic and data communication, and the capacity to send and receive wireless communication.

Access; Roads. All roads and other accesses necessary for the Construction of the Improvements and full utilization thereof for their intended purposes have either been completed or the necessary rights of way therefor have either been acquired by the appropriate Governmental Authority, or have been or will be, as and when required for the completion and use of the Improvements, dedicated to public use and accepted by such Governmental Authority and all necessary steps have been taken by the Borrower or such Governmental Authority to assure the complete construction and installation thereof by a date sufficient to ensure the Completion of Construction of the Improvements in accordance with the Project Schedule.

Other Liens. Except for contracts for labor, materials and services furnished or to be furnished in connection with the Construction of the Improvements, the Borrower has made no contract or arrangement of any kind the performance of which by the other party thereto would give rise to a lien on the Property.

Defaults. There is no Default or Event of Default under any of the Loan Documents, and there is no default or event of default under any material contract, agreement or other document related to the Construction of the Improvements or the operation thereof.

Affirmation of Representations and Warranties. Each draw request and each receipt of the funds requested thereby shall constitute an affirmation that: (a) no uncured Default or Event of Default has occurred hereunder; (b) the foregoing representations and warranties of the Borrower are true and correct in all material respects as of the date of the draw request and, unless Lender is notified to the contrary prior to the disbursement of the advance requested, will be so on the date of the disbursement; (c) any unadvanced portion of the Loan to which the Borrower is entitled, together with additional funds that, to the Lender's satisfaction, are available, set aside and committed, is or will be sufficient to pay the expenses related to the Loan and the Property that are described in the Budget; (d) all disbursements were and will be used in compliance with the Budget; (e) the work completed to the date of the draw request is of quality and in all other respects consistent with the Plans and Specifications; and (f) if applicable, Construction of the Improvements is proceeding in accordance with the Project Schedule.

OFAC and Other Sanctions. Neither the Borrower nor any of its subsidiaries (collectively, the "Company") or, to the knowledge of the Company, any director, officer, employee, agent, Affiliate or representative of the Company is a Person currently the subject of any Sanctions, nor is the Company located, organized or resident in a country or territory that is the subject of Sanctions.

Commencement and Completion of Construction; Compliance with Laws; Use of Proceeds. The Borrower shall cause the Construction of the Improvements to be commenced on or before the Construction Commencement Date and prosecuted in a good and workmanlike manner and shall cause the same to be completed on or before the required Completion Date in accordance with the Project Schedule and substantially in accordance with the Plans and Specifications. The Borrower shall comply with all Laws and all orders, writs, injunctions, decrees and demands of any court or any Governmental Authority affecting the Borrower or the Property. The Borrower shall use all proceeds of the Loan for the purposes contemplated herein and which are not in contravention of any Law or any Loan Document.

Approval of Construction. No work associated with any aspect or phase of the Construction of the Improvements shall be commenced by the Borrower unless and until the Plans and Specifications covering such aspect or phase of such work have been approved by the Lender, by all Governmental Authorities having or claiming jurisdiction over the Land and Improvements, by NVR under the terms of the NVR Contracts (to the extent required), by the beneficiary of any applicable restrictive covenant whose approval is required, and by any other party whose approval is required under applicable agreements, and unless and until all building, construction and other permits necessary or required in connection with such aspect or phase of the Construction of the Improvements have been validly issued and all fees, bonds and any other security required in connection therewith have been paid or posted.

Deposits to Balance Loan. If at any time the Lender shall reasonably determine that (a) the proceeds of the Loan remaining to be advanced for any line item within the Budget, together with any anticipated Deferred Equity that the Lender determines to its reasonable satisfaction is or will be available for such item, are not or will not be sufficient to pay, in a timely manner, the amount of such line item remaining to be paid, and (b) the deficiency cannot be remedied by a reallocation of budgeted amounts pursuant to Section 2.2, then the Borrower shall deposit with the Lender, within ten (10) days from the effective date of a Notice from the Lender requesting such deposit, funds in an amount equal to the deficiency. Such funds shall be held by the Lender in a Borrower's Deposit Account, which shall be an interest-bearing account, with all accrued interest to become part of the Borrower's deposit. The Borrower agrees that it shall include all interest and earnings on any such deposit as its income (and, if the Borrower is a partnership or other pass-through entity, the income of its partners, members or beneficiaries, as the case may be), and shall be the owner of all funds on deposit in the Borrower's Deposit Account for federal and applicable state and local tax purposes. The Lender shall have the exclusive right to manage and control all funds in the Borrower's Deposit Account, but the Lender shall have no fiduciary duty with respect to such funds. Advances of the deposited funds will be made from time to time for the payment of deficient line item amounts, prior to the advance of proceeds of the Loan for such amounts. Advances of the deposited funds will be subject to the terms of this Agreement regarding advances of the Loan. Any account fees and charges may be deducted from the balance, if any, in the Borrower's Deposit Account. The Borrower grants to the Lender a security interest in the Borrower's Deposit Account and all such deposited funds hereafter deposited to such deposit account, and any proceeds thereof, as security for the Obligations. Such security interest shall be governed by the Uniform Commercial Code of the State, and the Lender shall have available to it all of the rights and remedies available to a secured party thereunder. The Borrower's Deposit Account may be established and held in such name or names as the Lender shall deem appropriate, including in the name of the Lender. The Borrower hereby constitutes and appoints the Lender and any officer or agent of the Lender its true and lawful attorneys-in-fact with full power of substitution to open the Borrower's Deposit Account and to do any and every act that the Borrower might do on its own behalf to fulfill the terms of this Section. To the extent permitted by Law, the Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. It is understood and agreed that this power of attorney, which shall be deemed to be a power coupled with an interest, cannot be revoked.

Compliance with Laws; Encroachments. The Improvements shall be constructed and operated in accordance with all applicable (whether present or future) Laws. The Improvements shall be constructed entirely on the Land and shall not encroach upon any easement or right-of-way, or upon the land of others. Construction of the Improvements shall occur wholly within all applicable building restriction lines and set-backs, however established, and the Construction of the Improvements and their operations shall be, in all material respects, in compliance with all applicable use or other restrictions and the provisions of any prior agreements, declarations, covenants and all applicable zoning and subdivision ordinances and regulations. The Borrower shall obtain, preserve and maintain in good standing, as applicable, all rights, privileges and franchises necessary or desirable for the operation of the Property and the conduct of the Borrower's business thereon or therefrom.

Inspections; Cooperation. The Borrower shall permit representatives of the Lender and the Construction Inspector to enter upon the Land, to inspect the Improvements and any and all materials to be used in connection with the Construction of the Improvements, to inspect and examine all detailed plans and shop drawings and similar materials in the Borrower's possession, as well as all books and records of the Borrower (regardless of where maintained) and all supporting vouchers and data and to make copies and extracts therefrom and to discuss the affairs, finances and accounts pertaining to the Loan and the Improvements with representatives of the Borrower. The Borrower shall at all times reasonably cooperate and cause each and every one of its Contractors, subcontractors and material suppliers to reasonably cooperate with the representatives of the Lender and the Construction Inspector in connection with or in aid of the performance of the Lender's functions under this Agreement. Except in the event of an emergency, the Lender shall give the Borrower at least twenty-four (24) hours' notice by telephone in each instance before entering upon the Land and/or exercising any other rights granted in this Section.

Contracts, Vouchers and Receipts. The Borrower shall furnish to the Lender, promptly on demand, any contracts, subcontracts, bills of sale, statements, receipted vouchers or other agreements relating to the Construction of the Improvements, including any such items pursuant to which the Borrower has any claim of title to any materials, fixtures or other articles delivered or to be delivered to the Land or incorporated or to be incorporated into the Improvements. The Borrower shall furnish to the Lender, promptly on demand, a verified written statement, in such form and detail as the Lender may reasonably require, setting forth the names and addresses of all contractors, subcontractors and suppliers furnishing labor or materials in the Construction of the Improvements and showing all amounts paid for labor and materials and all items of labor and materials furnished or to be furnished for which payment has not been made and the amounts to be paid therefor.

Payment and Performance of Contractual Obligations. The Borrower shall perform in a timely manner all of its obligations under the Engineer's Contract, each and every Construction Contract and any and all other contracts and agreements related to the Construction of the Improvements or the operation thereof, and the Borrower will pay when due all bills for services or labor performed and materials supplied in connection with the Construction of the Improvements. Within sixty (60) days after the filing of any mechanic's lien or other lien or encumbrance against the Property, the Borrower will promptly discharge the same by payment or filing a bond or otherwise as permitted by Law. So long as the Lender's security has been protected by the filing of a bond or otherwise in a manner satisfactory to Lender in its sole and absolute discretion, the Borrower shall have the right to contest in good faith any claim, lien or encumbrance, provided that the Borrower does so diligently and without prejudice to the Lender or delay in completing Construction of the Improvements. The Lender shall have no obligation to make advances under the Loan during any period in which there shall exist a filed mechanic's lien or other lien or encumbrance against the Property which has not been discharged or bonded off to the complete satisfaction of the Lender.

Correction of Construction Defects. Promptly following any demand by the Lender, the Borrower shall correct or cause the correction of any structural defects in the Improvements, any work that fails to comply with the requirements of Section 4.4 and any material departures or deviations from the Plans and Specifications not approved in writing by the Lender.

Insurance. The Borrower shall maintain, at its sole cost and expense, each and every one of the insurance coverages required pursuant to the terms of the Deed of Trust. In addition to the foregoing, the Borrower shall cause each and every Contractor to provide and maintain comprehensive (commercial) general liability insurance and workers' compensation insurance for all of its employees in amounts reasonably acceptable to the Lender. The Borrower will immediately give Notice to the Lender of any cancellation of, or material change in, any insurance policy required pursuant to the terms hereof. The Lender shall not, because of accepting, rejecting, approving or obtaining insurance, incur any liability for (a) the existence, nonexistence, form or legal sufficiency thereof, (b) the solvency of any insurer, or (c) the payment of losses.

Adjustment of Condemnation and Insurance Claims. The Borrower shall give prompt Notice to the Lender of any Casualty or any Condemnation or threatened Condemnation. The Lender is authorized, at its sole and absolute option, to commence, appear in and prosecute, in its own or the Borrower's name, any action or proceeding relating to any Condemnation or Casualty, and to make proof of loss for and to settle or compromise any Claim in connection therewith. Any Net Proceeds obtained in connection with any Condemnation or Casualty involving the Property shall be utilized strictly in accordance with the terms and conditions outlined in the Deed of Trust.

Management. The Borrower at all times shall provide for the competent and responsible management and operation of the Property. At all times, the Borrower shall cause the Property to be managed by an Approved Manager. All management contracts affecting the Property shall be terminable upon not more than sixty (60) days' written notice without penalty or charge (except for unpaid accrued management fees). Any management contract affecting the Property must be approved in writing by the Lender prior to the execution of the same.

Books and Records; Financial Statements; Tax Returns. The Borrower shall provide or cause to be provided to the Lender all of the Financial Statements and other information required to be delivered with respect to the Borrower and the Guarantor at the times and in the manner set forth in the Deed of Trust and the other Loan Documents. The Borrower will keep and maintain full and accurate books and records administered in accordance with generally accepted accounting principles, consistently applied, showing in detail the earnings and expenses of the Property and the operation thereof. All Financial Statements shall be in form and detail reasonably satisfactory to the Lender and shall contain or be attached to the signed and dated written certification of the reporting party in form specified by the Lender to certify that the Financial Statements are furnished to the Lender in connection with the extension of credit by the Lender and constitute a true and correct statement of the reporting party's financial position. All certifications and signatures on behalf of corporations, partnerships, limited liability companies or other entities shall be by a representative of the reporting party satisfactory to the Lender. All Financial Statements for a reporting party who is an individual shall be on the Lender's then-current personal financial statement form or in another form satisfactory to the Lender. Following the date of this Agreement, all fiscal year-end Financial Statements of the Borrower and the Guarantor shall be prepared by independent certified public accountants acceptable to the Lender, and shall contain all reports and disclosures required by generally accepted accounting principles for a fair presentation. All quarterly Financial Statements of the Borrower and/or the Guarantor may be prepared by the applicable reporting party and shall include a minimum of a balance sheet and income statement. The Borrower shall provide, upon the Lender's request, convenient facilities for the audit and verification of any such statement. Additionally, the Borrower will provide the Lender at the Borrower's expense with all evidence that the Lender may from time to time reasonably request as to compliance with all provisions of the Loan Documents. The Borrower shall promptly notify the Lender of any event or condition that could reasonably be expected to have a material adverse change in the financial condition of the Borrower, of the Guarantor (if known by the Borrower), or in the construction progress of the Improvements.

Estoppel Certificates. Within twenty (20) days after any request by the Lender or a proposed assignee or purchaser of the Loan or any interest therein, the Borrower shall certify in writing to the Lender, or to such proposed assignee or purchaser, the then unpaid balance of the Loan and whether the Borrower claims any right of defense or setoff to the payment or performance of any of the Obligations, and if the Borrower claims any such right of defense or setoff, the Borrower shall give a detailed written description of such claimed right.

Taxes; Tax Receipts. The Borrower shall pay and discharge all Taxes prior to the date on which penalties are attached thereto unless and to the extent only that such Taxes are contested in accordance with the terms of the Deed of Trust. The Lender may, at its option and at the Borrower's sole expense, obtain and enter into a tax services contract with respect to the Property with a tax reporting agency satisfactory to the Lender.

Lender's Rights to Pay and Perform. If, after any required notice, the Borrower fails to promptly pay or perform any of the Obligations within any applicable grace or cure periods, the Lender, without Notice to or demand upon the Borrower, and without waiving or releasing any Obligation or Default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of the Borrower. The Lender may enter upon the Property for that purpose and take all action thereon as the Lender considers necessary or appropriate. At the option of the Lender, following the occurrence of an Event of Default, the Lender may apply any undisbursed Loan proceeds to the satisfaction of the conditions of the Loan Documents, irrespective of the allocation of such Loan proceeds in the Budget. Without limiting the generality of the foregoing, the Lender may pay directly from the proceeds of the Loan all interest bills rendered by the Lender in connection with the Loan, and following the occurrence of an Event of Default may make advances directly to the title insurance company, any Contractor, subcontractor or material supplier, or to any of them jointly. The execution hereof by the Borrower shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Loan. No further direction or authorization from the Borrower shall be necessary to warrant such direct advances. Each advance shall be secured by the Deed of Trust and shall satisfy the obligations of the Lender hereunder to the extent of the amount of the advance.

Reimbursement; Interest. If the Lender shall incur any Expenses or pay any Claims by reason of the Loan or the rights and remedies provided under the Loan Documents (regardless of whether or not any of the Loan Documents expressly provide for an indemnification by the Borrower against such Claims), the Lender's payment of such Expenses and Claims shall constitute advances to the Borrower which shall be paid by the Borrower to the Lender on demand, together with interest thereon from the date incurred until paid in full at the highest rate of interest then applicable to the Loan under the terms of the Notes. Each advance shall be secured by the Deed of Trust and the other Loan Documents as fully as if made to the Borrower, regardless of the disposition thereof by the party or parties to whom such advance is made. Notwithstanding the foregoing, however, in any action or proceeding to foreclose the Deed of Trust or to recover or collect the Obligations, the provisions of Law governing the recovery of costs, disbursements and allowances shall prevail unaffected by this Section.

Notification by the Borrower. The Borrower will promptly give Notice to the Lender of any claim of a default by the Borrower, or any claim by the Borrower of a default by any other party, under the Engineer's Contract or any Construction Contract.

Indemnification by the Borrower. The Borrower agrees to indemnify the Lender and to hold the Lender harmless from and against, and to defend the Lender by counsel approved by the Lender against, any and all Claims directly or indirectly arising out of or resulting from any transaction, act, omission, event or circumstance in any way connected with the Property or the Loan, including any Claim arising out of or resulting from (a) Construction of the Improvements, including any defective workmanship or materials; (b) any failure by the Borrower to comply with the requirements of any Laws or to comply with any agreement that applies or pertains to the Property, including any agreement with a broker or "finder" in connection with the Loan or other financing of the Property; (c) any failure by the Borrower to observe and perform any of the obligations imposed upon the landlord under the Leases; or (d) any assertion or allegation that the Lender is liable for any act or omission of the Borrower or any other Person in connection with the ownership, development, financing, leasing, operation or sale of the Property; provided, however, that the Borrower shall not be obligated to indemnify the Lender with respect to any Claim arising solely from the gross negligence or willful misconduct of the Lender. The agreements and indemnifications contained in this Section shall apply to Claims arising both before and after the repayment of the Loan and shall survive the repayment of the Loan, any foreclosure or deed, assignment or conveyance in lieu thereof and any other action by the Lender to enforce the rights and remedies of the Lender hereunder or under the other Loan Documents.

Fees and Expenses. The Borrower shall pay all reasonable fees, charges, costs and expenses required to satisfy the conditions of the Loan Documents. Without limitation of the foregoing, the Borrower will pay, when due, and if paid by the Lender will reimburse the Lender on demand for, all reasonable fees and expenses of the Construction Inspector, the title insurance company, environmental engineers, appraisers, surveyors and the Lender's counsel in connection with the closing, administration, modification or any "workout" of the Loan, or the enforcement of the Lender's rights and remedies under any of the Loan Documents.

Appraisals. The Lender may obtain from time to time an appraisal of all or any part of the Property, prepared in accordance with written instructions from the Lender, from a third-party appraiser satisfactory to, and engaged directly by, the Lender. The cost of one such appraisal, including any costs for internal review thereof, obtained by the Lender in each calendar year and the cost of each such appraisal obtained by the Lender following the occurrence of an Event of Default shall be borne by the Borrower and shall be paid by the Borrower on demand.

Deposit Accounts. The Borrower shall maintain with the Lender all deposit accounts related to the Property, including (a) all operating accounts, (b) any reserve or escrow accounts, (c) during any period in which any Hedging Agreement shall be in effect, any accounts from which the Borrower may from time to time authorize the Lender or any Hedging Counterparty to debit payments due on the Loan and any Hedging Agreements, and (d) any lockbox, cash management or other account into which tenants are required from time to time to pay rent. The Borrower hereby grants to the Lender a security interest in each of the foregoing accounts.

Income from Property. The Borrower shall first apply all income derived from the Property, including all amounts deposited by NVR with the Borrower, to pay costs and expenses associated with the development, ownership, maintenance, operation and sale of the Property, including all amounts then required to be paid under the Loan Documents, before using or applying such income for any other purpose. No such income shall be distributed or paid to any member, partner, shareholder or, if the Borrower is a trust, to any beneficiary or trustee, unless and until the Obligations shall have been paid in full.

Representations and Warranties. The Borrower shall take all actions and shall do all things reasonably necessary or desirable to cause all of the Borrower's representations and warranties in this Agreement to be true and correct, in all material respects, at all times.

Cash Collateral Account. Contemporaneously with the execution and delivery of this Agreement, the Borrower and/or the Guarantor shall deposit the sum of US$2,600,000 in an account maintained at the Lender designated as Account No. 1010803641, and styled "Ballenger Run Collateral Account" (hereinafter referred to as the "Cash Collateral Account") and shall execute and deliver, in favor of the Lender, the Assignment and Pledge Agreement pursuant to which the Borrower and the Guarantor shall assign, pledge and grant a security interest to the Lender in all of their respective right, title and interest, whether held jointly or severally, together or with others, in and to the Cash Collateral Account, together with all funds now or at any time hereafter on deposit therein and all interest earned thereon, as security and collateral for the due and punctual payment and performance of the Obligations. The parties hereto hereby covenant and agree that Lender shall have all of the rights of a secured party under the Uniform Commercial Code, as adopted in the State of Maryland, with respect to the Cash Collateral Account and the funds now or hereafter on deposit therein, as well as all other rights and remedies at law and in equity. The Borrower hereby covenants and agrees that, until the Obligations shall be repaid in full, and the Lender shall have no further obligations to make any advances under the Loan, neither the Borrower nor the Guarantor or any party claiming against, under or through the Borrower or the Guarantor, shall have any right to withdraw sums from the Cash Collateral Account without the prior written consent of the Lender. Upon the occurrence of an Event of Default hereunder or under any of the other Loan Documents (beyond any applicable period to cure), the Lender is hereby authorized to exercise at any time and from time to time on behalf of the Borrower and the Guarantor all of the powers, privileges and rights incident to or granted in connection with the ownership of the Cash Collateral Account, including, without limitation, the right to withdraw. If the Lender withdraws any funds from the Cash Collateral Account pursuant to the terms hereof, the Lender shall have the right to apply such funds to the Obligations in such order and manner as the Lender may elect, and the Borrower shall be liable for all Obligations thereafter remaining outstanding. The Lender may at any time or from time to time take any and all further actions with respect to the Cash Collateral Account (and the funds deposited thereto) as are authorized herein, by law and by the terms of any of the other Loan Documents.

Mandatory Project Absorption. The Borrower further covenants and agrees to consummate the sale and settlement of sufficient Lots within the Property in order to cause the outstanding principal balance of the Land Development Loan to be reduced from the application of the Release Fees resulting from such sales (a) by an aggregate amount of US$4,080,067, on or before December 31, 2016, (b) by an aggregate amount of US$13,839,267, on or before December 31, 2017, and (c) by an aggregate amount of US$22,981,130, on or before November 15, 2018 (each of the specified annual amounts of minimum required cumulative Release Fees being hereinafter referred to as a "Minimum Cumulative Curtail Amount"). The failure of the Borrower to achieve any one or more of the foregoing Minimum Cumulative Curtail Amounts on or before the applicable date specified above is hereinafter referred to as a "Sales Shortfall"). Upon the occurrence of any such Sales Shortfall, the Borrower shall be required to pay to the Lender a mandatory principal curtailment on the Loan, within ten (10) days after written notice from the Lender to the Borrower of the occurrence of such event, in an amount equal to the difference between (a) the Minimum Cumulative Curtail Amount for the date in question, and (b) the sum of (i) the aggregate amount of Release Fees actually received by the Lender prior to the date upon which such Sales Shortfall shall be deemed to have occurred from the sales of Lots within the Property, plus (ii) the full amount of any mandatory principal curtailment previously paid by the Borrower to the Lender pursuant to the terms of this Section 4.25 as a result of the occurrence of any prior Sales Shortfall. In no event shall the Borrower be entitled to the release of any portion of the Property as a result of the payment by the Borrower of any such mandatory principal curtailment unless otherwise agreed to by the Lender in its sole and absolute discretion.

Additional Financing. The Borrower covenants and agrees that the Lender shall be afforded an exclusive right and privilege, but without any obligation, to finance the development of future stages or phases of the Property as proposed by the Borrower or any Affiliate of the Borrower. The Lender shall have forty-five (45) days within which to provide a commitment for such financing after notification by the Borrower and receipt of all necessary data reasonably required by the Lender in connection therewith. The Borrower shall have no obligation to accept any such financing proposal offered by the Lender.

Conditional Sales. The Borrower shall not incorporate into the Improvements any property acquired under a conditional sales contract or lease or as to which the vendor retains title or a security interest, without the prior written consent of the Lender.

Changes to Plans and Specifications. Except as otherwise expressly provided below, the Borrower shall not make or permit any changes in the Plans and Specifications, including any such changes that alter, diminish or add to the work to be performed or change the design of the Improvements, without the prior written consent of the Lender and under such reasonable conditions as the Lender may establish. The Lender's prior written consent shall not be required, however, as to any changes in the Plans and Specifications which (a) individually does not cause the total cost of the Improvements to be increased or decreased by more than Twenty-Five Thousand Dollars (US$25,000) or, when added to all previous change orders, does not cause such total cost to be increased or decreased by more than One Hundred Thousand Dollars (US$100,000) in the aggregate, (b) does not result in a material change to the design of the Improvements, and (c) has been approved in writing by the Engineer, NVR (to the extent such approval is required by the terms of the NVR Contracts), and any Governmental Authority or other party whose approval is required.

Insurance Policies and Bonds. The Borrower shall not do or permit to be done anything that would affect the coverage or indemnities provided for pursuant to the provisions of any insurance policy, performance bond, labor and material payment bond or any other bond given in connection with the Construction of the Improvements.

Commingling. The Borrower shall not commingle the funds and other assets of the Borrower relating to the Property with those of any Affiliate or any other Person, including those funds and assets of the Borrower that are unrelated to the Property.

Additional Debt. The Borrower shall not incur any debt, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than (a) the Loan, (b) deposits under the NVR Contracts or under other contracts of sale approved by the Lender in accordance with the terms of the Deed of Trust, (c) advances or trade debt or accrued expenses incurred in the ordinary course of business of operating the Property, and (d) unsecured, intercompany indebtedness with affiliates of the Borrower, the payment of which is expressly subordinate to the payment of the obligations owing to the Lender under the Loan. Except as otherwise expressly approved by the Lender with regard to the NVR Contracts, no other debt may be secured by the Property, whether senior, subordinate or pari passu.

Controlled Substances. Without limiting the provisions of Section 4.1, the Borrower shall not, and shall not suffer or permit any other Person to violate any Laws affecting the Property, including the Controlled Substances Act, or which could otherwise result in the occurrence of an Event of Default under Section 6.19, including the commencement of any proceedings under the Civil Asset Forfeiture Reform Act. Upon learning of any conduct contrary to this Section, the Borrower shall immediately take all actions reasonably expected under the circumstances to terminate any such use of the Property, including: (a) to give timely notice to an appropriate law enforcement agency of information that led the Borrower to know such conduct had occurred, and (b) in a timely fashion to revoke or make a good faith attempt to revoke permission for those engaging in such conduct to use the Property or to take reasonable actions in consultation with a law enforcement agency to discourage or prevent the illegal use of the Property.

Sanctions. The Borrower shall not, directly or indirectly, use the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund the activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction being financed by the Loan, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Payment Default. The Borrower fails to pay any Obligation under this Agreement as and when due, whether on the scheduled due date or upon acceleration, maturity or otherwise, which failure shall continue for more than ten (10 days after written notice thereof shall have been sent by the Lender to the Borrower; excluding, however, from such ten (10) day cure period, the failure of the Borrower to pay all amounts due under the Notes on the maturity date thereof (or any extension of such maturity date); and provided further, however, that the Lender shall have no obligation to provide written notice to the Borrower of any monetary default under this Agreement more than twice in any six (6) month period.

Default Under Other Loan Documents. An Event of Default (as defined therein) occurs under either of the Notes or the Deed of Trust or any other Loan Document, or the Borrower or the Guarantor fails to promptly pay, perform, observe or comply with any term, obligation or agreement contained in any of the Loan Documents (within any applicable grace or cure period).

Accuracy of Information; Representations and Warranties. Any information contained in any financial statement, schedule, report or any other document delivered by the Borrower, the Guarantor or any other Person to the Lender in connection with the Loan proves at any time not to be in all material respects true and accurate, or the Borrower, the Guarantor or any other Person shall have failed to state any material fact or any fact necessary to make such information not misleading, or any representation or warranty contained in this Agreement or in any other Loan Document or other document, certificate or opinion delivered to the Lender in connection with the Loan, proves at any time to be incorrect or misleading in any material respect either on the date when made or on the date when reaffirmed pursuant to the terms of this Agreement.

Deposits. The Borrower fails to deposit funds with the Lender, in the amount requested by Lender, pursuant to the provisions of Section 4.3, within ten (10) days from the effective date of a Notice from the Lender requesting such deposit, or the Borrower fails to deliver to the Lender any Condemnation Awards or Insurance Proceeds within ten (10) days after the Borrower's receipt thereof.

Insurance Obligations. The Borrower fails to promptly perform or comply with any of the covenants contained in the Loan Documents with respect to maintaining insurance, including the covenants contained in Section 4.9, which failure shall continue for more than ten (10) days after written Notice thereof shall have been sent by the Lender to the Borrower.

Other Obligations. The Borrower fails to promptly perform or comply with any of the Obligations set forth in this Agreement (other than those expressly described in other Sections of this Article), and such failure continues uncured for a period of thirty (30) days after Notice from the Lender to the Borrower, unless (a) such failure, by its nature, is not capable of being cured within such period, and (b) within such period, the Borrower commences to cure such failure and thereafter diligently prosecutes the cure thereof, and (c) the Borrower causes such failure to be cured no later than sixty (60) days after the date of such Notice from the Lender.

Progress of Construction. The Borrower fails to commence the Construction of the Improvements on or before the Construction Commencement Date, or at any time thereafter, subject to delays occasioned by conditions of Force Majeure, Construction of the Improvements is abandoned or is discontinued for a period of more than thirty (30) consecutive days.

Damage to Improvements. The Improvements are substantially damaged or destroyed by fire or other casualty and the Lender determines, in its reasonable discretion, that the Improvements cannot be restored and completed in accordance with the terms and provisions of this Agreement and the Deed of Trust.

Lapse of Permits or Approvals. At any time during the term of the Loan, any permit, license, certificate or approval that the Borrower is required to obtain with respect to the construction, operation, development, leasing or maintenance of the Improvements or the Property lapses or ceases to be in full force and effect, and the Borrower fails to cause such permit, license, certificate or approval to be reinstated or reissued within forty-five (45) after the same shall have lapsed or ceased to be in effect.

Completion of Construction. Unless otherwise agreed to by the Lender, any phase of the Improvements shall not be completed within ninety (90) days after the date specified for the completion of such phase in the Project Schedule, or Completion of Construction does not occur on or before the required Completion Date in accordance with the Project Schedule, or the Lender reasonably determines that Completion of Construction will not occur by the Completion Date in accordance with the Project Schedule.

Mechanic's Lien. A lien for the performance of work or the supply of materials filed against the Property, or any stop notice served on the Borrower, any Contractor or the Lender, remains unsatisfied or unbonded for a period of sixty (60) days after the date of filing or service.

Survey Matters. Any Survey required by the Lender during the period of construction shows any matter which in the Lender's reasonable judgment would interfere with, in any material manner, the Construction of the Improvements or the operation or use of the Property, and such matter is not removed within a period of thirty (30) days after Notice thereof by the Lender to the Borrower.

Contractor Default. Any Contractor defaults under its Construction Contract in a manner which the Lender deems to be material, and, unless otherwise agreed in writing by the Lender, the Borrower fails, within thirty (30) days thereafter, to exercise its rights and remedies under the Construction Contract with respect to such default.

Performance Enjoined or Prohibited. The Borrower is enjoined or prohibited from performing any of its obligations under any of the Loan Documents for a period of more than thirty (30) consecutive days, exclusive of delays occurring as a result of conditions of Force Majeure.

Bankruptcy. The Borrower or the Guarantor files a bankruptcy petition or makes a general assignment for the benefit of creditors, or a bankruptcy petition is filed against the Borrower or the Guarantor and such involuntary bankruptcy petition continues undismissed for a period of sixty (60) days after the filing thereof.

Appointment of Receiver, Trustee, Liquidator. The Borrower or the Guarantor applies for or consents in writing to the appointment of a receiver, trustee or liquidator of the Borrower, the Guarantor, the Property, or all or substantially all of the other assets of the Borrower or of the Guarantor, or an order, judgment or decree is entered by any court of competent jurisdiction on the application of a creditor appointing a receiver, trustee or liquidator of the Borrower, the Guarantor, the Property, or all or substantially all of the other assets of the Borrower or of the Guarantor.

Judgment. A final nonappealable judgment for the payment of money is entered against the Borrower in any amount or against the Guarantor in an amount in excess of US$100,000, and the Borrower or the Guarantor fails to discharge the same, or fails to cause it to be discharged or bonded off to the Lender's satisfaction, within thirty (30) days from the date of the entry of such judgment.

Dissolution; Change in Business Status. Unless the written consent of the Lender is previously obtained, all or substantially all of the business assets of the Borrower are sold, the Borrower is dissolved, or there occurs any change in the form of business entity through which the Borrower presently conducts its business or any merger or consolidation involving the Borrower; provided, however, that the Lender agrees to not unreasonably withhold its consent to any change in the form of business entity through which the Borrower presently conducts its business or any merger or consolidation involving the Borrower so long as such change will not have a material adverse effect on the Borrower, the Loan or the Lender's security therefor.

Forfeiture. A judicial or nonjudicial forfeiture or seizure proceeding is commenced by a Governmental Authority and remains pending with respect to the Property or any part thereof, on the grounds that the Property or any part thereof had been used to commit or facilitate the commission of a criminal offense by any Person pursuant to any Law, including under the Controlled Substances Act or the Civil Asset Forfeiture Reform Act.

Sales Shortfall. The Borrower fails to comply with the terms of Section 4.25 hereof.

Termination of NVR Contracts, Etc. At any time during the term of the Loan, without the prior, express written consent of the Lender, (a) any one or more of the NVR Contracts is terminated or becomes of no further force or effect for any reason whatsoever, (b) a default or event of default shall occur under any of the NVR Contracts, which default or event of default shall continue beyond any applicable grace and/or cure period provided therefor, or (c) any of the NVR Contracts is modified or amended in any material manner; provided, however, that a voluntary termination of any one or more of the NVR Contracts by NVR in accordance with the express terms thereof shall not constitute an Event of Default hereunder so long as (i) such termination was not the result of the exercise by NVR of a termination right under any one or more of the NVR Contracts arising from a breach by the Borrower of any of its obligations under any one or more of the NVR Contracts, (ii) the Borrower shall pay all interest thereafter becoming due under the Loan from sources other than the proceeds of the Loan and/or any other sums then held by the Lender pursuant to the terms of the Loan Documents, and (iii) within ninety (90) days after the termination of such NVR Contract or NVR Contracts, the Borrower shall furnish to the Lender one or more replacement contracts of sale covering all of the Lots theretofore covered by such terminated NVR Contract(s) and then remaining subject to the lien of the Deed of Trust from a purchaser approved by the Lender and in form and substance, including purchase price thereunder, acceptable to the Lender in all respects.

Letters of Credit. Any draft and/or demand for payment shall be presented to or made upon the Lender under any Letter of Credit, and the Borrower fails to pay to the Lender all sums owing to the Lender on account thereof, including all accrued and unpaid interest thereon, within ten (10) days after written notice thereof shall have been sent by the Lender to the Borrower.

Remedies on Default. Upon the happening of any Event of Default (including the expiration of any applicable notice, grace and /or cure period), the Lender shall have the right, in addition to any other rights or remedies available to the Lender under the Deed of Trust or any of the other Loan Documents or under applicable Law, to exercise any one or more of the following rights and remedies:

No Release or Waiver; Remedies Cumulative and Concurrent. The Borrower shall not be relieved of any Obligation by reason of the failure of the Lender to comply with any request of the Borrower or of any other Person to take action to foreclose on the Property under the Deed of Trust or otherwise to enforce any provision of the Loan Documents, or by reason of the release, regardless of consideration, of all or any part of the Property. No delay or omission of the Lender to exercise any right, power or remedy accruing upon the happening of an Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or any acquiescence therein. No delay or omission on the part of the Lender to exercise any option for acceleration of the maturity of the Obligations, or for foreclosure of the Deed of Trust following any Event of Default as aforesaid, or any other option granted to the Lender hereunder in any one or more instances, or the acceptance by the Lender of any partial payment on account of the Obligations shall constitute a waiver of any such Event of Default and each such option shall remain continuously in full force and effect. No remedy herein conferred upon or reserved to the Lender is intended to be exclusive of any other remedies provided for in the Loan Documents, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or under the Loan Documents, or now or hereafter existing at Law or in equity or by statute. Every right, power and remedy given by the Loan Documents to Lender shall be concurrent and may be pursued separately, successively or together against the Borrower or the Property or any part thereof, and every right, power and remedy given by the Loan Documents may be exercised from time to time as often as may be deemed expedient by the Lender. All notice and cure periods provided in this Agreement or in any Loan Document shall run concurrently with any notice or cure periods provided by Law.

Further Assurances; Authorization to File Documents; No Merger. At any time, and from time to time, upon request by the Lender, the Borrower will, at the Borrower's expense, (a) correct any defect, error or omission which may be discovered in the form or content of any of the Loan Documents, and (b) make, execute, deliver and record, or cause to be made, executed, delivered and recorded, any and all further instruments, certificates and other documents as may, in the opinion of the Lender, be necessary or desirable in order to complete, perfect or continue and preserve the lien of the Deed of Trust. Upon any failure by the Borrower to do so, the Lender may make, execute and record any and all such instruments, certificates and other documents for and in the name of the Borrower, all at the sole expense of the Borrower, and the Borrower hereby appoints the Lender the agent and attorney-in-fact of the Borrower to do so, this appointment being coupled with an interest and being irrevocable. Without limitation of the foregoing, the Borrower irrevocably authorizes the Lender at any time and from time to time to file any initial financing statements, amendments thereto and continuation statements deemed necessary or desirable by the Lender to establish or maintain the validity, perfection and priority of the security interests granted in the Deed of Trust or hereunder, and the Borrower ratifies any such filings made by the Lender prior to the date hereof. In addition, at any time, and from time to time, upon request by the Lender, the Borrower will, at the Borrower's expense, provide any and all further instruments, certificates and other documents as may, in the opinion of the Lender, be necessary or desirable in order to verify the Borrower's identity and background in a manner satisfactory to the Lender. As a material inducement to the Lender to enter into this Agreement, the Borrower acknowledges and agrees that each of its Indemnification Agreements (as that term is defined below) (a) is a continuing, separate agreement that shall survive the termination of this Agreement, the other Loan Documents and the payment and performance of all of the other Obligations and (b) shall not be merged with any judgment or judgments with respect to the Obligations. The term "Indemnification Agreements" means the collective reference to each provision of this Agreement or any of the Loan Documents for indemnification of the Lender, its parent, Affiliates and/or their respective officers, directors, shareholders, employees, attorneys, other professionals, and agents and to each of the agreements of the Borrower to pay or reimburse the Lender for costs and expenses (including attorneys' fees) of collection or otherwise.

No Warranty by the Lender. By accepting or approving anything required to be observed, performed or fulfilled by the Borrower or to be given to the Lender pursuant to this Agreement, including any certificate, Survey, receipt, appraisal or insurance policy, the Lender shall not be deemed to have warranted or represented the sufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof and any such acceptance or approval thereof shall not be or constitute any warranty or representation with respect thereto by the Lender.

Standard of Conduct of Lender. Except as otherwise expressly provided in this Agreement, Nothing contained herein or in any other Loan Document shall limit the right of the Lender to exercise its business judgment or to act, in the context of the granting or withholding of any advance or consent under this Agreement or any other Loan Document, in a subjective manner, whether or not objectively reasonable under the circumstances, so long as the Lender's exercise of its business judgment or action is made or undertaken in good faith. Except under those provisions where the Lender is required to act reasonably, the Borrower and the Lender intend by the foregoing to set forth and affirm their entire understanding with respect to the standard pursuant to which the Lender's duties and obligations are to be judged and the parameters within which the Lender's discretion may be exercised hereunder and under the other Loan Documents. As used herein, "good faith" means honesty in fact in the conduct and transaction concerned.

No Partnership. Nothing contained in this Agreement shall be construed in a manner to create any relationship between the Borrower and the Lender other than the relationship of borrower and lender and the Borrower and the Lender shall not be considered partners or co-venturers for any purpose on account of this Agreement.

Severability. In the event any one or more of the provisions of this Agreement or any of the other Loan Documents shall for any reason be held to be invalid, illegal or unenforceable, in whole or in part or in any other respect, or in the event any one or more of the provisions of any of the Loan Documents operates or would prospectively operate to invalidate this Agreement or any of the other Loan Documents, then and in either of those events, at the option of the Lender, such provision or provisions only shall be deemed null and void and shall not affect the validity of the remaining Obligations, and the remaining provisions of the Loan Documents shall remain operative and in full force and effect and shall in no way be affected, prejudiced or disturbed thereby.

Authorized Signers. The Lender is authorized to rely upon the continuing authority of the Authorized Signers to bind the Borrower with respect to all matters pertaining to the Loan and the Loan Documents, including the submission of draw requests and the selection of interest rates. Such authorization may be changed only upon written notice addressed to the Lender accompanied by evidence, reasonably satisfactory to the Lender, of the authority of the Person giving such notice. Such notice shall be effective not sooner than five (5) Banking Days following receipt thereof by the Lender.

Notices. All Notices required or which any party desires to give hereunder or under any other Loan Document shall be in writing and, unless otherwise specifically provided in such other Loan Document, shall be deemed sufficiently given or furnished if delivered by personal delivery, by nationally recognized overnight courier service or by certified United States mail, postage prepaid, addressed to the party to whom directed at the applicable address set forth below (unless changed by similar notice in writing given by the particular party whose address is to be changed). In addition, Notices may be sent by electronic mail to the following addresses ***@***; ***@***; ***@*** and ***@***) provided that a duplicate copy of such Notice is sent by personal delivery, mail or overnight courier service in the manner hereinabove provided. Any Notice shall be deemed to have been given (a) at the time of personal delivery or delivery by electronic mail, or (b) in the case of courier, one Banking Day after the delivery of such Notice to the courier service, or (c) in the case of mail, three (3) Banking Days after the date when deposited in the mail in the manner prescribed above; provided that service of a Notice required by any applicable statute shall be considered complete when the requirements of that statute are met. Notwithstanding the foregoing, no notice of change of address shall be effective except upon actual receipt. This Section shall not be construed in any way to affect or impair any waiver of notice or demand provided in this Agreement or in any other Loan Document or to require giving of notice or demand to or upon any Person in any situation or for any reason.

Conn Flanigan

Charles MacKenzie

Moe Chan

Chew Sien Lup

Permitted Successors and Assigns; Disclosure of Information.

Modification; Waiver. None of the terms or provisions of this Agreement may be changed, waived, modified, discharged or terminated except by instrument in writing executed by the party or parties against whom enforcement of the change, waiver, modification, discharge or termination is asserted. None of the terms or provisions of this Agreement shall be deemed to have been abrogated or waived by reason of any failure or failures to enforce the same.

Third Parties; Benefit. All conditions to the obligation of the Lender to make advances hereunder are imposed solely and exclusively for the benefit of the Lender and its assigns and no other Persons shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Lender will refuse to make advances in the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be the beneficiary of such conditions, any or all of which may be freely waived in whole or in part by the Lender at any time in the sole and absolute exercise of its discretion. The terms and provisions of this Agreement are for the benefit of the parties hereto and, except as herein specifically provided, no other Person shall have any right or cause of action on account thereof.

Rules of Construction. The words "hereof," "herein," "hereunder," "hereto," and other words of similar import refer to this Agreement in its entirety. The terms "agree" and "agreements" mean and include "covenant" and "covenants." The words "include" and "including" shall be interpreted as if followed by the words "without limitation." The captions and headings contained in this Agreement are included herein for convenience of reference only and shall not be considered a part hereof and are not in any way intended to define, limit or enlarge the terms hereof. All references (a) made in the neuter, masculine or feminine gender shall be deemed to have been made in all such genders, (b) made in the singular or plural number shall be deemed to have been made, respectively, in the plural or singular number as well, (c) to the Loan Documents are to the same as extended, amended, restated, supplemented or otherwise modified from time to time unless expressly indicated otherwise, (d) to the Land, the Improvements or the Property shall mean all or any portion of each of the foregoing, respectively, and (e) to Articles, Sections and Schedules are to the respective Articles, Sections and Schedules contained in this Agreement unless expressly indicated otherwise.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.

Signs; Publicity. At the Lender's request, but at the expense of the Borrower, the Borrower shall place a sign at a location on the Property reasonably satisfactory to the Lender, which sign shall recite, among other things, that the Lender is financing the Construction of the Improvements. The Borrower expressly authorizes the Lender to prepare and to furnish to the news media for publication from time to time news releases with respect to the Property, specifically to include releases detailing the Lender's involvement with the financing of the Property.

Governing Law. This Agreement shall be governed by and construed, interpreted and enforced in accordance with the Laws of the State.

Time of Essence. Time shall be of the essence for each and every provision of this Agreement of which time is an element.

Electronic Communications.

Forum. Each Party hereby irrevocably submits generally and unconditionally for itself and in respect of its property to the non-exclusive jurisdiction of any state court or any United States federal court sitting in the State specified in the governing law section of this Agreement and to the non-exclusive jurisdiction of any state court or any United States federal court sitting in the state in which any of the Property is located, over any Dispute. Each Party hereby irrevocably waives, to the fullest extent permitted by Law, any objection that such Party may now or hereafter have to the laying of venue in any such court and any claim that any such court is an inconvenient forum. The Borrower hereby agrees and consents that, in addition to any methods of service of process provided for under applicable Law, all service of process in any such suit, action or proceeding in any state court or any United States federal court sitting in the State specified in the governing law section of this Agreement or in which any of the Property is located may be made by certified or registered mail, return receipt requested, directed to the Borrower at its address for notice set forth in this Agreement, or at a subsequent address of which the Lender received actual notice from the Borrower in accordance with the notice section of this Agreement, and service so made shall be complete five (5) days after the same shall have been so mailed. Nothing herein shall affect the right of the Lender to serve process in any manner permitted by Law or limit the right of the Lender to bring proceedings against the Borrower in any other court or jurisdiction.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING OR ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES, THE DEED OF TRUST, OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

USA Patriot Act Notice. The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), the Lender is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Lender, provide all documentation and other information that the Lender requests in order to comply with its ongoing obligation under "know your customer" and anti-money laundering rules and regulations, including the Act.

Entire Agreement. The Loan Documents constitute the entire understanding and agreement between the Borrower and the Lender with respect to the transactions arising in connection with the Loan, and supersede all prior written or oral understandings and agreements between the Borrower and the Lender with respect to the matters addressed in the Loan Documents. In particular, and without limitation, the terms of any commitment by the Lender to make the Loan are merged into the Loan Documents. Except as incorporated in writing into the Loan Documents, there are no representations, understandings, stipulations, agreements or promises, oral or written, with respect to the matters addressed in the Loan Documents. If there is any conflict between the terms, conditions and provisions of this Agreement and those of any other instrument or agreement, including any other Loan Document, the terms, conditions and provisions of this Agreement shall prevail.