Loan and Security Agreement dated June 19, 2020 between WB Propco, LLC and WB 141 S. Carolwood, LLC and City National Bank of Florida

1.1          Introductory Recitals. The recitals set forth above are all true and correct in all material respects and are incorporated within and made a part of this Agreement.

1.2          Defined Terms. Capitalized terms used in this Agreement or in any Loan Document and that are defined in Exhibit “A” attached hereto shall have the meanings set forth therein. Capitalized terms used in this Agreement or other Loan Documents that are defined in the introductory paragraph or the introductory recitals, or elsewhere in this Agreement, shall have the meanings assigned to them at the place first defined. As used herein, the term this “Agreement” shall include all exhibits and schedules attached hereto, all of which are deemed incorporated herein and made a part hereof. As used herein, the term “Party” or “Parties” shall mean Borrower, the Guarantor and Lender. The definitions include the singular and plural forms of the terms defined. Unless inapplicable in the context, any defined term which relates to a document, instrument or agreement shall include within its definition any amendments, modifications, supplements, renewals, restatements, extensions, or substitutions which may have been heretofore or may be hereafter executed in accordance with the terms hereof and thereof. Unless otherwise specified, references to particular section numbers shall mean the respective sections of this Agreement.

3.1          Grant of Security Interest. To secure Borrowers’ prompt and complete payment and performance of all of the Obligations, for value received, each Borrower and the Borrowers jointly and severally unconditionally and irrevocably collaterally assign, pledge and grant to Lender a continuing first priority Lien and security interest in and to the respective Borrower’s rights, title and interest in, to, under and with respect to the following (collectively, the “Collateral”): (a) the Carolwood Property and all Improvements thereon and related appurtenances, and (b) the Interest Reserve Fund and Interest Reserve Account, and (c) all other assets, properties and interests of a Borrower in or with respect to which Lender is granted or acquires Liens pursuant to the Trust Deeds and/or Security Agreement and other Loan Documents, and including, without limitation, all accounts or every type or nature, instruments, goods, inventory, general intangibles, payment intangibles, documents, chattel paper, deposit accounts, investment property, equipment, fixtures, software, and all after acquired properties, including the respective Additional Properties if, as and when they become Trust Properties, and all proceeds, accessions, substitutions, issues, income, revenues and profits of and from all of the foregoing, and all books, records, reports, computer tapes, disks and software, and all related licenses, franchises, agreements or use rights, relating to the foregoing. Notwithstanding the foregoing, the Collateral shall not include any Excluded Property.

3.2          Security Agreement. This Agreement shall be deemed a security agreement as defined in the UCC, and the remedies for any violation of the covenants, terms and conditions of the agreements herein contained shall be cumulative and be as prescribed (a) herein or in any Loan Document, or (b) by law, or (c) as to such part of the Collateral which is also reflected in any filed assignment or financing statements, by the specific provisions of the UCC or other applicable law now or hereafter enacted, all as elected by Lender, in its reasonable discretion, on one or more occasions.

5.1          Formation. Existence. Qualification and Authority.

(a)          Borrower Organization; Status. Each Borrower is a limited liability company, duly organized and in current active status under the laws of the State of Delaware, and each is qualified to do business in the State of California.

5.2          Compliance with Laws. Borrowers know of no violation of any material provision of applicable local, state or federal laws, ordinances or regulations with respect to the Trust Properties or Borrower’s operations or with respect to any Collateral. Except for any failure that could not reasonably be expected to have a Material Adverse Effect, (a) to Borrowers’ knowledge, each Borrower has obtained and maintained in good standing all licenses, permits and approvals required by all local, state and federal agencies material to the business operations of the Borrowers; and (b) to Borrowers’ knowledge, each Borrower is in compliance in all material respects with all laws, regulations, ordinances and orders of all Governmental Authorities as applicable to it, the Trust Properties or Borrowers’ operations to manage, maintain and dispose of Trust Properties.

5.3          Accurate Information. All information, other than projections now and hereafter furnished to Lender, taken as a whole, is and will be true, correct and complete in all material respects. Any such information relating to Borrowers’ or Guarantor’s financial condition has and will accurately reflect such financial condition as of the date(s) thereof, (including all contingent liabilities of every type).

5.4          Validity of Loan Documents. The Loan Documents have been approved by Borrowers and the Guarantor (and the Liquidation Trustee, as applicable), and have been executed and delivered, and constitute the duly authorized, valid and legally binding obligations of the Borrowers (and as applicable to it, the Guarantor), enforceable against the Borrowers or the Guarantor, as applicable, in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights. Borrower’s execution, delivery and performance of the Loan Documents do not and will not violate in any material respect any provision of law, or any writ, order or decree of any court or governmental authority or agency, or any provision of the respective Borrower’s Governing Documents, and do not and will not result in a material breach of, or constitute a material default or require any consent under, or result in the creation of any Lien upon any property or assets of a Borrower (except as provided in the Loan Documents) pursuant to, any law, regulation, instrument or agreement to which a Borrower is a party or by which a Borrower or its properties may be subject or bound.

5.5          No Approvals. No approval, authorization, order, license, permit, franchise or consent of, or registration, declaration, qualification or filing with, any court or Governmental Authority or other Person, is required in connection with Borrowers’ execution, delivery and performance of any of the Loan Documents or Lender’s enforcement of any of the Loan Documents, except for any of the foregoing (a) which has been obtained or (b) the failure to obtain which could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.

5.6          The Trust Properties.

5.7          No Other Loans. Borrowers are not parties and will not be parties to financing transactions other than the Loan during the term of the Loan. Guarantor will promptly disclose to Lender any financing transactions entered into during the term of the Loan.

5.8          Conflicting Transactions. The consummation of the Loan and the performance of Borrowers’ Obligations under and by virtue of the Loan Documents, and Guarantor’s Guaranteed Obligations under the Guaranty, and the marketing and sale of Trust Properties, will not result in any breach of, or constitute a default under any lease or other agreement to which a Borrower or Guarantor is a party or by which a Borrower, Guarantor or any Collateral may be bound or affected, except where any such beach or default, could not reasonably be expected to result in a Material Adverse Effect.

5.9          Contracts. Borrowers have not made and will not make any contract or arrangement of any kind the performance of which by the other party thereto would give rise to a Lien in contravention of the Loan Documents. To Borrowers’ knowledge, no Borrower is in default in the performance, observance or fulfillment of any material obligations, covenants or conditions contained in any agreement or instrument where such default could reasonably be expected to have a Material Adverse Effect.

5.10          Pending Litigation; Other Proceedings. As of the Closing Date, there are no actions, suits or proceedings pending against a Borrower. Borrowers know of no circumstances which could lead to such action, suits or proceedings against or affecting a Borrower or involving the validity or enforceability of the Loan Documents. Borrowers are not in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority, except where any such default, could not reasonably be expected to result in a Material Adverse Effect.

5.11          Business Location. Borrowers’ principal place of business and chief executive office, and the office where Borrowers’ business records are located, is 14140 Ventura Boulevard, Suite 302, Sherman Oaks, California 91423.

5.12          Discharge of Liens and Taxes. Borrowers have duly and timely filed, paid and/or discharged all Taxes or other claims that may become a Lien on any of their respective properties or assets, except to the extent that (a) such items are being appropriately contested in good faith and an adequate reserve for the payment thereof is being maintained or (b) the aggregate amount of any such unpaid Taxes or other claims do not exceed $100,000 at any time outstanding.

5.13          Financial Condition; Sufficiency of Capital. All financial statements and information relating to Liquidation Trust and its Subsidiaries which have been delivered to Lender have been prepared in accordance with Liquidation GAAP, unless otherwise stated therein, and fairly and reasonably present the Liquidation Trust’s financial condition in all material respects. Borrowers have no knowledge of any material liabilities, contingent or otherwise, that are not reflected in such financial statements and information. Borrowers and Guarantor have not entered into any special commitments or contracts which are not reflected in such financial statements or information.

5.14          ERISA. No Borrower or Guarantor is a party to any plan defined and regulated under ERISA. None of the assets of a Borrower or Guarantor are “plan assets” as defined in 29 C.F.R. § 2509.75 2 or § 2510.3 101.

5.16          No Default. As of the Closing Date, no Default or Event of Default has occurred and is continuing under this Agreement or any Loan Document.

5.17          Brokerage. Any brokerage commission due in connection with the transaction contemplated hereby has been paid in full and any such commission coming due in the future will be paid promptly by the Borrowers. Borrowers agree to and shall indemnify Lender from any liability, claim or loss arising by reason of any such brokerage commission. This provision shall survive the repayment of the Loan.

5.18          Anti-Terrorism Laws. No Borrower or Guarantor is in violation in any material respect of any anti-terrorism law, including the USA Patriot Act. Borrowers do not engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law, including the USA Patriot Act; or involves any of the following (each a “Blocked Person”): (a) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (b) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224; (c) a Person or entity with which any bank or other financial institution is prohibited from dealing or otherwise engaging in any transaction by any anti-terrorism law; (d) a Person or entity that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224; (e) a Person or entity that is named as a “specially designated national” on the most current list published by the U.S. Treasury Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or (f) a Person who is an Affiliate of a Person listed above. No Borrower or Guarantor conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Blocked Person or deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224.

5.19          Investment Company Act. No Borrower or Guarantor is required to be registered as an “investment company” under the Investment Company Act of 1940 and/or any amendments thereto.

5.20          No Racketeering Activities. No Borrower or Guarantor has engaged in a “pattern of racketeering activity” within the meaning of 18 U.S.C. Section 1961, as amended.

5.21          Single Purpose Entity. Each Borrower is a Single Purpose Entity, existing and operating primarily for the purpose of owning the Trust Properties (as to WB Carolwood) or to manage the other Borrowers (as to WB Propco), to the effect that each Borrower operates and holds itself out only in its own legal name or a registered DBA disclosed to Lender, and does not engage in business or have assets or operations other than as described above.

5.22          Guarantor Representations and Warranties. In addition to its representations and warranties made above or in the Guaranty, the Guarantor represents and warrants as follows:

(a)          It has reviewed the Loan Documents with counsel of its choice, and the Guarantor accepts and consents to the terms of this Agreement and the other Loan Documents, including the Guaranty, and the transactions provided for herein or therein;

(b)          It acknowledges and agrees that it receives material benefit and valuable consideration as a result of the transactions provided for herein or contemplated under the Loan Documents;

(c)          It acknowledges and confirms its continuing obligations under the Guaranty and its agreement to be bound by the terms thereof, and that it is liable as a principal debtor with respect to the “Guaranteed Obligations”, as defined in and in accordance with the terms of the Guaranty;

(d)          It is fully aware of Borrowers’ financial and other condition, and is executing and delivering the Guaranty and other Loan Documents to which it is a party based solely upon its own independent investigation and not upon any representation or statement of Lender;

(e)          It acknowledges that its agreements, consents and acknowledgments contained herein, and the provisions of the Guaranty, are a material inducement to Lender to close under the Loan Documents, and that, but for the Guaranty, and the Guarantor’s agreements as set forth herein and therein, Lender would decline to enter into the Loan Documents.

5.23          Survival of Representations. All of Borrowers’ and Guarantor’s representations and warranties shall survive the Closing Date.

6.1          Taxes. Borrowers will pay and discharge all of their respective Taxes prior to the date on which such Taxes become delinquent or any penalties attach thereto, except and to the extent only that such Taxes are (a) being Properly Contested or (b) (i) do not exceed $100,000 in the aggregate at any time outstanding, and (ii) to the extent resulting in a Lien attaching to any Collateral, such Lien is removed or satisfied within 60 days of being imposed. If requested by Lender, Borrowers shall provide proof of payment of Taxes or, in the case of withholding or other employee taxes, deposit required by applicable law.

6.2          Notice of Litigation. Borrowers shall promptly give Lender written notice of (a) a judgment entered against a Borrower, or (b) the commencement of any action, suit, claim, counterclaim or proceeding against a Borrower or in respect of a Trust Property, or the commencement of a proceeding or investigation involving a Borrower or a Trust Property which could reasonably be expected to give rise to a Material Adverse Effect.

6.3          Notice of Default. Borrowers shall promptly give Lender written notice of any Default or Event of Default, and of any circumstance that has caused or is reasonably likely to cause a Material Adverse Effect.

6.4          Reports. Borrowers shall promptly furnish Lender with copies of all governmental agency and other reports pertaining to or affecting a Borrower or any Trust Property, which could reasonably be expected to materially adversely affect Borrowers’ business or prospects of performing the Obligations.

6.5          Ownership, Control and Management.  WB Propco shall continue to own 100% of the membership interests of WB Carolwood and Guarantor shall continue to own 100% of the membership interests of WB Propco; provided that, if required by the Liquidation Trustee for Liquidation Trust purposes, Guarantor may transfer not more than 49% of the membership interests of WB Propco, after notice to Lender, provided that (a) Guarantor will retain direct ownership of not less than 51% of WB Propco’s membership interests, and day-to-day control of WB Propco; and (b) Lender will complete and approve in its reasonable discretion “know your customer” due diligence consistent with Lender’s customary underwriting practices.

6.6          Change in Fiscal Year. Each Borrower’s fiscal year ends on June 30. No Borrower shall change its fiscal year without the prior written consent of Lender.

6.7          Trust Property. Borrowers will preserve good title to each Trust Property and will warrant and use commercially reasonable efforts to defend the same. Borrowers will act in a commercially reasonable manner in maintaining the Trust Properties in an appropriate safe and reasonably protected condition (including any Trust Property that is undergoing construction or renovation), reasonable wear and tear excepted, and in compliance with applicable building and safety codes in all material respects. Borrowers will act in a commercially reasonable manner in coordinating with the Trust Deed Trustee and Lender in connection with the closing of sales of Trust Properties and remittance to Lender of Mandatory Repayment Amounts. Borrowers agree that the Mandatory Repayment Amount established with respect to the sale of any Trust Property is due on sale thereof.

6.8          No Further Encumbrances. Borrowers shall not sell, lease, convey, mortgage or encumber (other than Permitted Liens) a Trust Property without the prior written consent of Lender; provided that, as to sale of any Trust Property, no such consent will be required if the sale price is equal to or greater than the Release Price established for such Trust Property, and if closing escrow arrangements reasonably acceptable to Lender are established to ensure payment of the Mandatory Repayment Amount in connection with such sale.

6.9          Compliance with Laws. Except as otherwise permitted in this Agreement, Borrowers shall comply on a reasonably timely basis and in all material respects with all federal, state and local laws, ordinances and regulations relating to their respective businesses and to the Trust Properties, and Borrowers will obtain and keep in good standing all necessary licenses, permits and approvals required for their businesses, except, in any instance, where noncompliance could not reasonably be expected to have a Material Adverse Effect and/or materially adversely affect Lender’s Liens or rights under the Loan Documents. Each Borrower will maintain its continuing existence and good standing as a Delaware limited liability company, qualified to transact business in California.

6.9          Perfection of Security Interests. Lender is authorized to file Financing Statements from time to time identifying the Collateral, as applicable, including in connection with Additional Borrowers and Additional Properties.

6.10          Payment of Debts. Borrowers shall pay and discharge the Loan and all Obligations when due, before becoming subject to penalty or further charge, and otherwise before maturity or delinquency. Except as otherwise permitted in this Agreement, Borrowers shall pay and discharge when due (allowing for any applicable cure period) their respective secured indebtedness and perform the respective obligations as required under any contracts between a Borrower and any other Person, except for such secured indebtedness (other than the Loan and related Obligations) which is (a) Properly Contested, (b) with respect to which a Borrower has obtained a valid extension of time within which to pay any amounts due or (c) the non-payment of which is not reasonably expected to have a Material Adverse Effect.

6.11          Insurance. During the Term, Borrowers shall obtain, maintain and keep in full force and effect adequate general liability insurance coverage and other insurance coverages consistent with each Borrower’s reasonable and customary past practice, in form and substance reasonably acceptable to Lender. During the Term, annually or upon renewal or replacement, or otherwise upon Lender’s request from time to time, Borrowers will deliver to Lender copies of its policies of insurance as in effect, together with receipts or other evidence that the premiums therefor have been paid. Without limiting the foregoing, Borrowers will insure the Trust Properties and maintain liability insurance as required under the Trust Deeds. Such insurance will include additional insured and loss payee endorsements in favor of Borrowers and Lender, consistent with the Trust Deed requirements.

6.12          Collection and Use of Insurance Proceeds. Borrowers will provide Lender with written notice of a casualty event, loss or claim in excess of $250,000 affecting a Trust Property. Upon occurrence of a casualty event, loss or claim affecting a Trust Property in excess of $250,000, resulting in damage that Borrower and the insurance company do not consider to have given rise to a total loss, so long as no Event of Default has occurred and is continuing, the Borrower holding such Trust Property will use the insurance proceeds to repair or replace such damaged property within a reasonable period of time commensurate with the extent of damage and in any case within 365 days of receipt of such proceeds. In cases where a casualty event causes damage or loss to an extent that it is not reasonably practicable to repair and restore the Trust Property consistent with applicable building codes within 365 days, Borrowers will cooperate with Lender in obtaining for Lender the benefits of any insurance proceeds payable to Lender in connection with the repayment of the outstanding amount of the Loan in an amount not to exceed the Release Price for such Trust Property.

6.13          Indebtedness. Borrowers shall not incur, create, assume or permit to exist any indebtedness for borrowed money, whether or not evidenced by notes, bonds, debentures or similar obligations, without the prior written approval of Lender, except for (a) the Loan and other Obligations under the Loan Documents, (b) unsecured debt in the Ordinary Course of Business and (c) any such indebtedness  as of the date of this Agreement that was previously disclosed in writing to Lender.

6.14          Guaranties. Borrowers shall not, directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness or other obligation of any other Person during the term of this Agreement, other than any guaranties (if any) of the indebtedness permitted under Section 6.13.

6.15          Subordinated Obligations. All “insider” loans and other indebtedness or liabilities, direct or indirect, contingent or non-contingent, of a Borrower to Guarantor, or to a member, partner, director, officer, or other Affiliate or Subsidiary, and all such Indebtedness owing by Guarantor to a Borrower, and all liens securing such indebtedness or liabilities, and all other Subordinated Obligations, are hereby and shall be subordinated to the Loan and all Obligations in favor of Lender. Notwithstanding the foregoing, absent an Event of Default, Borrowers or the Guarantor may make Distributions to any other Borrower, the Guarantor and/or Liquidation Trust.

6.16          Further Assurances and Preservation of Security. Borrowers will do all commercially reasonable acts and execute all reasonable documents to more effectively carry out the intent and purposes of this Agreement as relate to protecting the Trust Properties and Borrowers’ (and Lender’s) interests therein, and otherwise as Lender shall reasonably require from time to time, and Borrowers will do such other acts necessary or desirable to preserve and protect the Trust Property (including any Additional Properties, if applicable).

6.17          No Assignment. Other than as provided under this Agreement with respect to an Additional Borrower, Borrowers shall not assign this Agreement or any interest therein and any such assignment is void and of no effect.

6.18          Maintenance of Books and Records. Borrowers shall maintain proper books and records and accountings containing entries of all material financial transactions and matters involving the Trust Properties and the other Collateral that are accurate and complete in all material respects.

6.19          Visits and Inspections. Borrowers will permit representatives of Lender, during normal business hours and (except when an Event of Default exists) upon reasonable prior notice to Borrower’s Representative, at Borrowers’ expense as provided under clause (f)(i) of the definition of Loan Costs, to: inspect, audit and make extracts from their books and records, including all records relating to any Collateral; provided that if no Event of Default exists the Lender shall be limited to only one such inspection, audit and examination during each non-overlapping twelve-month period during Term.  Lender’s inspections shall be scheduled and conducted in a manner and at times so as to reasonably minimize inconvenience and disruption to Borrowers.

6.20          Business Continuity. Borrowers will maintain and preserve all rights, franchises and other authority adequate for the conduct of their business and maintain and preserve their existence and qualification to do business in California if required under Applicable Laws, except (other than with respect to the preservation of the existence of the Borrowers) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

6.21          Fundamental Changes. Other than as provided under Section 6.5, each Borrower will not (a) merge, reorganize as a different type of legal entity, or consolidate with any Person (other than another Borrower), or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions; (b) without providing at least 30 days prior written notice of same to Lender, (i) change its name or conduct business under any new fictitious name or DBA, not previously disclosed to Lender; (ii) change its federal employer identification number, organizational identification number or state of organization; or (iii) relocate its chief executive office or principal place of business; (c) amend, modify or otherwise change any of the terms or provisions in any of its Governing Documents in a manner materially adverse to Lender; or (d) take action causing or permitting, or acquiescing in, a change in operational control in violation of Section 6.5 above.

6.22          ERISA. Borrowers will not permit the occurrence of any event with respect to any ERISA plan maintained for the benefit of Borrowers’ employees under circumstances that could result in liability to the Pension Benefit Guaranty Corporation, or any of its successors or assigns, or to any entity which provides funds for such plan, where in any such case such resulting liability could reasonably be expected to have a Material Adverse Effect.

6.23          Banking Relationship; Minimum Deposit Balance. At all times during the Term, Borrowers and Affiliates identified by Borrowers (which may include Guarantor and the Liquidation Trust) shall establish and maintain a primary banking relationship with Lender, including treasury management services, and Borrowers and their identified Affiliates will maintain at all times during the Term a minimum deposit balance of $20,000,000 in a Lender depository (non-control) account (the “Minimum Deposit Balance”); it being agreed that the Interest Reserve Fund on deposit from time to time in the Interest Reserve Account will count toward determining compliance with the Minimum Deposit Balance. Borrowers and Affiliates may also maintain other depository accounts with other banking institutions where reasonably required to meet Borrowers’ cash needs in geographic areas where Lender does not maintain branch offices; it being understood that Lender does not maintain branch offices in California. If Borrower (and Affiliates) do not maintain the Minimum Deposit Balance with Lender, then, Lender may impose and Borrowers shall promptly pay, after demand therefor, a covenant non-compliance fee equal to 2% per annum of the shortfall, for each day at the open of business for which such shortfall has been determined to have occurred. Lender will measure and determine the required compliance with the Minimum Deposit Balance on a quarterly basis, at the time Borrowers are required to provide quarterly financial reporting. Notwithstanding anything in Article VII or any other provision of this Agreement or other Loan Documents to the contrary, the failure to comply with the Minimum Deposit Balance requirement shall not constitute a Default or an Event of Default and the only remedy of the Lender for such non-compliance shall be the 2% per annum non-compliance fee set forth in this Section 6.23.

6.24          Financial Statements and Other Information. Borrowers will provide (or will cause to be provided) to Lender (a) copies of the Liquidation Trust’s publicly filed consolidated quarterly financial reporting, within sixty days after the end of each quarterly reporting period, and (b) a copy of the Liquidation Trust’s annual federal income tax return, within sixty days after filing.  Each set of quarterly reporting delivered to Lender will be accompanied by a certificate of WB Propco’s Chief Financial Officer, certifying that to the signer’s knowledge, no Event of Default has occurred, or if a Default or Event of Default did arise, specifying the nature and period of existence thereof and what action the Borrowers took or propose to take with respect thereto.

7.1          The occurrence of any of the following events shall be an “Event of Default” hereunder:

(a)          Borrowers fail to pay any Monthly Payment as and when due hereunder and under the Note, or if Borrowers fail to pay any other monetary Obligation under any Loan Document, as and when due, whether on the scheduled due date or upon acceleration, maturity or otherwise, and in each case such failure continues for three (3) Business Days after notice from Lender.

(b)          Borrowers shall fail to keep, observe or perform any of the terms, covenants, representations or warranties contained in this Agreement or another Loan Document, (other than compliance with the Minimum Deposit Balance requirement, which, for the avoidance of doubt, non-compliance therewith shall not constitute a Default or Event of Default hereunder) within the time and in the manner required, and Borrowers fail to rectify or cure such non-performance within thirty (30) days of written notice by Lender to Borrower’s Representative.

(c)          If a Borrower defrauds or attempts to defraud Lender, or if any warranty or representation made by Borrowers in this Agreement or in any Loan Document shall at any time be false or misleading in any material respect; provided that if a misrepresentation reasonably appears not to have been purposeful and does not give rise (or would not reasonably likely give rise) to a Material Adverse Effect, and if Borrower causes the representation or warranty in question to be made correct within thirty (30) days after discovering the misrepresentation or after notice, whichever occurs first, and if Lender reasonably accepts the corrected representation or warranty, then, an Event of Default will not arise solely on account of the subject misrepresentation.

(d)          Any Borrower’s or the Liquidation Trust’s dissolution or termination of existence.

(e)          A Borrower or Guarantor becomes the subject of any bankruptcy or other voluntary or involuntary proceeding, or a receivership, in or out of court, for the adjustment of debtor-creditor relationships, which, in any such instance, is not dismissed within sixty (60) days.

(f)          The entry of a non-monetary judgment against a Borrower which could reasonably be expected to have a Material Adverse Effect, and which is not Properly Contested and bonded, or satisfied and released, within sixty (60) days after the date on which such judgment is entered.

(g)          The seizure or forfeiture of, or the issuance of any writ of possession, garnishment or attachment, or any turnover order for any Trust Property that is not dismissed within sixty (60) days.

(h)          A final judgment for the payment of money in excess of $250,000 or final judgments which in the aggregate exceed $250,000 (in each case, except to the extent fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) shall be rendered against a Borrower, and the same shall remain undischarged for a period of sixty (60) consecutive days during which execution shall not be effectively stayed (by bond or otherwise).

(i)          Any default under the Guaranty Agreement or the revocation or attempted revocation or repudiation thereof, in whole or part, by a Guarantor.

(j)          If a Borrower transfers, conveys, assigns or permits to be transferred, conveyed or assigned, or interferes with Lender’s rights under any Trust Property or proceeds therefrom, in any such case, in violation of the terms of the Loan Documents, or with the intent to hinder, delay or defraud its creditors or any of them, including, without limitation, Lender.

(k)          If Borrower fails to pay Lender the Mandatory Repayment Amount due on sale of a Trust Property.

7.2          Remedies Generally. If an Event of Default shall occur and be continuing, then, and in each such event, and at any time thereafter, Lender may at its option and by written notice to the Borrowers’ Representative, take any or all of the following actions at the same or different times: (a) declare Loan and Obligations, or any of them, to be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which, to the extent permitted by applicable law, are hereby expressly waived, anything contained herein or in any Loan Document to the contrary notwithstanding, (b) increase the rate of interest under the Note to be equal to the Default Rate (as defined in the Note), (c) take control of any proceeds of Collateral, and (d) take any and all actions and pursue any and all remedies as may be permitted by the Loan Documents, the UCC or by any other applicable law (including, without limitation, remedies in respect of the Collateral, including the right to require Borrowers to assemble elements of the Collateral and the books and records pertaining thereto and deliver possession of same to the Lender, so as to allow Lender to take control thereof for the purposes of disposition of the Collateral, and (d) exercise the power of sale set forth in the Trust Deeds.

7.3          Limitation of Obligations of Lender. Borrowers agree that, anything herein to the contrary notwithstanding, Borrowers shall remain liable under all contracts to observe and perform in all material respects all the conditions and obligations to be observed and performed by Borrowers thereunder and Borrowers shall perform in all material respects all of their duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such contract. Lender shall not have any obligation or liability under any contract by reason of or arising out of this Agreement or the granting to the Lender of a security interest therein or the receipt by Lender of any payment or rights pursuant hereto, nor shall Lender be required or obligated in any manner to perform or fulfill any obligations of Borrower under or pursuant to any contract, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any third-party, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.

7.4          Accounts, etc. If an Event of Default shall occur and be continuing, Lender may notify the Trust Deed Trustee in connection with the assertion of Trust Deed remedies, and Lender may effectuate control of all of Borrower’s funds in its possession, in Lender’s reasonable discretion.

7.5          Disposition of Collateral. If an Event of Default shall occur and be continuing, Lender and its agents are authorized to enter into or onto the Trust Properties for the purpose of securing and/or taking possession of such Collateral. Any notice of sale, disposition or other intended action by Lender, sent to Borrower’s Representative in accordance with this Agreement at least fifteen (15) days prior to such action, shall constitute reasonable notice to Borrowers and the Guarantor. Any proceeds of any disposition of any of the Collateral may be applied by Lender toward payment of such of the Loan in such order of application as the Lender may from time to time elect. Borrowers and the Guarantor shall remain liable for any deficiency if the proceeds of any sale or disposition of Collateral are insufficient to pay all amounts to which Lender is entitled; Borrowers and Guarantor also being liable for the reasonable fees actually incurred of any attorneys to collect such deficiency.

7.6          Receiver. If an Event of Default shall occur and be continuing, Lender may apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Borrowers hereby acknowledge that, if an Event of Default shall occur and be continuing, Lender shall be entitled to appointment of a receiver as a matter of right.

7.7          Performance of Borrower’s Obligations. If Borrowers shall fail to discharge any covenant, duty or obligation hereunder or under any of the other Loan Documents within the time specified (with allowance for cure periods, if applicable), resulting in the occurrence and continuance of an Event of Default, Lender may, in its reasonable discretion at any time, for Borrower’s account and at Borrower’s expense, pay any amount or do any act required of Borrowers hereunder or under any of the other Loan Documents or otherwise lawfully requested by Lender. All reasonable costs and expenses incurred by Lender in connection with the taking of any such action shall be reimbursed to Lender by Borrower within five Business Days after demand with interest at the Default Rate from such fifth Business Day after demand to the date of payment thereof. Any payment made or other action taken by Lender under this Section shall be without prejudice to any right to assert, and without waiver of, an Event of Default hereunder and without prejudice to Lender’s right to proceed thereafter as provided herein or in any of the other Loan Documents.

7.8          Exercise of Other Rights. If an Event of Default shall occur and be continuing, Lender may exercise any and all other rights or remedies afforded by any applicable laws or by the Loan Documents as Lender shall deem appropriate, at law, in equity or otherwise, including the right to bring suit or other proceedings, either for specific performance of any covenant or condition contained in the Loan Documents or in aid of the exercise of any right or remedy granted to Lender in the Loan Documents.

7.9          Set-Off; Application of Collateral; Termination of Agreements. If an Event of Default shall occur and be continuing, Lender may offset and apply against the Loan in such order as determined by Lender in its sole discretion any and all Collateral in its possession, and/or any and all balances, credits, deposits, accounts, reserves, indebtedness or other moneys due or owing to a Borrower held by Lender hereunder or otherwise, whether accrued or not.

7.10          Waivers. No waiver by Lender of any Event of Default shall be deemed to be a waiver of any other or subsequent Event of Default. No delay or omission by Lender in exercising any right or remedy under the Loan Documents shall impair such right or remedy or be construed as a waiver thereof or an acquiescence therein, nor shall any single or partial exercise of any such right or remedy preclude other or further exercise thereof, or the exercise of any other right or remedy under the Loan Documents or otherwise. Further, Borrowers agree that their joint and several liability shall not be affected by any renewal or extension in the time of payment of the Loan, or by any release or change in any security for the payment or performance of the Loan, regardless of the number of such renewals, extensions, releases or changes.

7.11          Cumulative Rights. All rights and remedies available to Lender under the Loan Documents shall be cumulative and in addition to all other rights and remedies granted to Lender at law or in equity, whether or not the Loan is due and payable and whether or not Lender shall have instituted any suit for collection or other action in connection with the Loan Documents.

8.1          Accounting Terms. Unless otherwise specified herein, all terms of an accounting character used in this Agreement shall be interpreted, all accounting determinations under this Agreement shall be made, and all financial statements required to be delivered under this Agreement shall be prepared in accordance with Liquidation GAAP, applied on a basis consistent with the most recent quarterly reporting delivered to Lender prior to the Closing Date.

8.2          Rights of Third Parties. All conditions of the Lender hereunder are imposed solely and exclusively for the benefit of Lender and its successors and assigns, and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Lender will 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 a beneficiary of this Agreement or the Loan Documents, any provisions of which may be freely waived in whole or in part by the Lender at any time if, in its sole discretion, it deems it desirable to do so.

8.3          Borrowers and Guarantor are not Lender’s Agent. Nothing in this Agreement or any other Loan Documents shall be construed to make any Borrower or Guarantor the Lender’s agent for any purpose whatsoever, or Borrowers, Guarantor and Lender partners, or joint or co-venturers, and the relationship of the parties shall, at all times, be that of debtor and creditor.

8.4          Loan Expense/Enforcement Expense. Borrowers agree to pay to Lender on demand all reasonable and documented out-of-pocket costs and expenses incurred by Lender in seeking to enforce Lender’s rights and remedies under this Agreement or other Loan Documents, including court costs, reasonable costs of alternative dispute resolution and reasonable out-of-pocket attorneys’ fees and costs, whether or not suit is filed or other proceedings are initiated hereon.

8.5          Headings. The headings of the sections, paragraphs and subdivisions of this Agreement are for the convenience of reference only and shall not limit or otherwise affect any of the terms hereof.

8.6          Invalid Provisions to Affect No Others. If performance of any provision hereof or any transaction related hereto is limited by law, then the obligation to be performed shall be reduced accordingly; and if any clause or provision herein contained operates or would prospectively operate to invalidate this Agreement in part, then the invalid part of said clause or provision only shall be held for naught, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect.

8.7          Application of Interest to Reduce Principal Sums Due. All agreements between or among the Borrowers, the Guarantor and Lender are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to Lender for the use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws (the “Highest Lawful Rate”). If from any circumstances whatsoever fulfillment of any provision hereof or of the Note or any Loan Document shall involve transcending the limit of validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and, if from any circumstance Lender shall ever receive as interest an amount which would exceed the Highest Lawful Rate, such amount which would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between or among the Borrowers, the Guarantors and Lender.

8.8          Governing Law. The laws of the State of Florida (exclusive of its choice of law principles) shall govern the interpretation and enforcement of this Agreement; provided that (a) California law shall govern to the extent it is required to govern under the substantive laws and choice of law provisions of California as to attachment, perfection, priority and enforcement of Lender’s Liens and rights with respect to the Trust Properties and the Trust Deeds, and with respect to personal property Collateral governed by the California UCC, and Lender’s rights and remedies with respect to such Liens, and (b) Delaware law shall govern to the extent it is required to govern under the substantive laws and choice of law provisions of Delaware as to attachment, perfection, priority and enforcement of Lender’s Liens and rights with respect to personal property Collateral governed by the Delaware UCC, and Lender’s rights and remedies with respect to such Liens.

8.9          Number and Gender. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the others and shall apply jointly and severally.

8.10          Waiver. If Lender shall waive any provisions of the Loan Documents, or shall fail to enforce any of the conditions or provisions of this Agreement, such waiver shall not be deemed to be a continuing waiver and shall never be construed as such; and Lender shall thereafter have the right to insist upon the enforcement of such conditions or provisions. Furthermore, no provision of this Agreement shall be amended, waived, modified, discharged or terminated, except by instrument in writing signed by the parties hereto.

8.11          Notices. All notices from the Borrowers to Lender and Lender to the Borrowers or Guarantors required or permitted by any provision of this Agreement shall be in writing and hand-delivered, or sent by registered or certified mail or nationally recognized overnight delivery service and addressed as follows:

8.13          Stamp Taxes. Borrowers shall pay any and all taxes, charges, filing, registration and recording fees, excises and levies imposed upon Borrowers or Lender by reason of its interests in, or measured by amounts payable under, the Loan and/or the Note, this Agreement or any other Loan Document (other than income, franchise and doing business taxes). If Borrowers fail to make such payment within five days after notice thereof from Lender, Lender may (but shall not be obligated to) pay the amount due, and Borrowers shall reimburse Lender on demand for all such advances.

8.14          General Indemnity. Borrowers indemnify and defend Lender and its owners, directors and officers, and their respective affiliates, heirs, successors and assigns (the “Indemnitees”) against, and hold the Indemnitees harmless from, any and all claims, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, awards, remedial response costs, expenses or disbursements of any kind or nature whatsoever (including reasonable out-of-pocket attorneys’, accountants’, auctioneers’, consultants’ or paralegals’ fees and expenses), which may at any time be imposed on, incurred by, or asserted against any Indemnitee in any way relating to or arising out of the administration, performance or enforcement by Lender of any of the Loan Documents or consummation of any of the transactions described therein; the existence of, perfection of a Lien upon or the sale or collection of or other realization upon any Collateral; or the failure of Borrowers to observe, perform or discharge any of its covenants or duties under any of the Loan Documents, in each case including any cost or expense incurred by any Indemnitee in connection with any investigation, litigation, arbitration, or other judicial or non-judicial proceeding whether or not such Indemnitee is a party thereto. Without limiting the generality of the foregoing, this indemnity shall extend to any indemnified claims instituted or asserted against or incurred by any of the Indemnitees under any environmental laws. Additionally, if any Taxes (excluding Taxes imposed upon or measured solely by the net income of Lender, but including any intangibles tax, stamp tax, recording tax or franchise tax) shall be payable by Lender on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the other Loan Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any applicable law now or hereafter in effect, Borrowers shall pay (or shall promptly reimburse Lender for the payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold Indemnitees harmless from and against all liability in connection therewith. The foregoing indemnities shall not apply to indemnified claims incurred by any Indemnitee as a result of its own gross negligence, willful misconduct or actions by one Indemnitee against another Indemnitee. Notwithstanding anything to the contrary in any of the Loan Documents, the obligations of Borrowers with respect to each indemnity given by them in this Agreement or any of the other Loan Documents in favor of Lender shall survive payment in full of the Obligations.

8.16          Confidentiality. All information regarding the terms set forth in this Agreement and the other Loan Documents and all information furnished by Borrowers to Lender shall be kept confidential by the Lender and shall not be disclosed by the Lender, without the prior written consent of the Borrowers’ Representative, to any Person except (a) to the Affiliates of such Lender or its or their respective directors, officers, employees, agents, advisors, attorneys, accountants and other representatives who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority, stock exchange, government department or agency, or required by Applicable Law, (c) to the extent required to be included in the financial statements of Lender or an Affiliate thereof, (d) to the extent required to exercise any rights or remedies under the Loan Documents, and (e) in the event the Lender is legally compelled to make disclosure pursuant to deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process by court order of a court of competent jurisdiction.

8.17          Counterparts, Facsimiles. This Agreement may be executed in counterparts and by manuscript or electronic signatures. Each executed counterpart of this Agreement will constitute an original document, and all executed counterparts, together, will constitute the same agreement. Any counterpart evidencing signature by one party that is delivered by facsimile or electronic means such as a PDF transmission by such party to the other party hereto shall be binding on the sending party when such facsimile is sent, and such sending party shall within ten (10) days thereafter deliver to the other parties a hard copy of such executed counterpart containing the original signature of such party or its authorized representative.

8.18          WAIVER OF JURY TRIAL. LENDER, THE BORROWERS AND GUARANTOR EACH HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT TO BE CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY UNDER OR IN RESPECT OF THIS AGREEMENT. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER ENTERING INTO THIS AGREEMENT.

8.19          Waiver of Certain Rights. To the fullest extent permitted by applicable law, Borrowers hereby knowingly, intentionally and intelligently waive (with the benefit of advice of legal counsel of its own choosing): (a) any claim against Lender on any theory of liability, for special, indirect, consequential, exemplary or punitive damages arising out of, in connection with, or as a result of any of the Loan Documents, any transaction thereunder, the enforcement of any remedies by Lender or the use of any proceeds of any Loan; and (b) notice of acceptance of this Agreement by Lender.

IN WITNESS WHEREOF, the Borrowers, jointly and severally, the Guarantor, and Lender, have each caused this Agreement to be authorized, executed and delivered on the date first above written.

	GUARANTOR:
	WOODBRIDGE WIND-DOWN ENTITY LLC, a Delaware limited liability company
	By:	/s/ Frederick Chin
		Frederick Chin, Chief Executive Officer

Expected Advance Date:_________________

WB Propco, LLC, a Delaware limited liability company,

As a Borrower and Borrowers’ Representative

__________________________________

Authorized Signature

☐          Your advance request has been approved.  Account credited as of

_____________________________.

☐          We are unable to process your advance request.  Please contact your account officer, __________________________ at ______________________________________.

 “X” = Completed/Approved          “B” = Borrower               “L”= Lender           “LC” = Lender’s Counsel

“NA” = Not Applicable/Not Required          “*” = Received, but not approved          “BC” = Borrower’s Counsel

I.          DUE DILIGENCE

II.          LOAN DOCUMENTS