Exhibit 10.1

AMENDED AND RESTATED
LOAN AGREEMENT
between

THE SHOPS AT SUMMERLIN NORTH, LP
and
THE SHOPS AT SUMMERLIN SOUTH, LP
as Borrower

and

WELLS FARGO BANK, NATIONAL ASSOCIATION
as Administrative Agent,

U.S. BANK NATIONAL ASSOCIATION
as Syndication Agent

and

THE FINANCIAL INSTITUTIONS NOW OR HEREAFTER SIGNATORIES HERETO AND THEIR ASSIGNEES PURSUANT TO SECTION 16.13, as Lenders,

WELLS FARGO SECURITIES, L.L.C.,
as Sole Lead Arranger and Sole Bookrunner,

Entered into as of July 15, 2014

WFB LOAN NO. 1009684

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

SCHEDULE 1.1 - PRO RATA SHARES
SCHEDULE 7.6 -LITIGATION DISCLOSURE
SCHEDULE 9.1 - ENVIRONMENTAL REPORTS
SCHEDULE 11.28 - POST CLOSING REQUIREMENTS

SCHEDULE 16.34 – ALLOCATED LOAN AMOUNT

EXHIBIT A - DESCRIPTION OF PROPERTY
EXHIBIT A-1 - SITE PLAN
EXHIBIT B – DOCUMENTS
EXHIBIT C - DISBURSEMENT BUDGET
EXHIBIT D - FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT E - FORM OF PROMISSORY NOTE
EXHIBIT F - DISBURSEMENT INSTRUCTION AGREEMENT
EXHIBIT G-1 - U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT G-2 - U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

EXHIBIT G-3 - U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

EXHIBIT G-4 - U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

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AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT (“ Agreement ”) dated as of July 15, 2014 by and among THE SHOPS AT SUMMERLIN NORTH, LP , a Delaware limited partnership (“ Summerlin North ”) and THE SHOPS AT SUMMERLIN SOUTH, LP , a Delaware limited partnership (“ Summerlin South ”, together with  Summerlin North, herein collectively called “ Borrower ”), each of the financial institutions initially a signatory hereto together with their assignees under Section 16.13 (“ Lenders ”), WELLS FARGO BANK, NATIONAL ASSOCIATION , a national banking association (“ Wells Fargo ”) as contractual representative of the Lenders to the extent and in the manner provided in Article 14 (in such capacity, the “ Administrative Agent ”) and U.S. BANK NATIONAL ASSOCIATION , a national banking association (“ U.S. Bank ”) as Syndication Agent.  Wells Fargo Securities, L.L.C., is the Sole Lead Arranger and Sole Bookrunner (the “ Arranger ”).

R E C I T A L S

A.                                     Borrower owns certain real property described in Exhibit A hereto (“ Property ”).

B.                                     Borrower proposes to construct a mixed-used development on the Property consisting of (i) an outdoor regional mall containing approximately 1,084,446 rentable square feet, which shall be anchored by Dillard’s and Macy’s, and which component is hereinafter referred to as the “ Fashion Center ”, (ii) a power center containing approximately 278,471 rentable square feet, and which component is hereinafter referred to as the “ Market Center ”, and (iii) an eight story office tower containing approximately 202,516 rentable square feet constructed on top of the ground floor retail located in the Fashion Center (the “ Office Tower ”), and which mixed-use development is located within the Summerlin Master Planned Community in Las Vegas, Nevada, together with all appurtenances, fixtures, and Tenant Improvements now or hereafter located on the Property (all of the foregoing, as the same may be modified or changed as permitted herein, herein collectively called the “ Improvements ”). The Improvements shall be constructed in accordance with plans and specifications which Borrower has heretofore delivered, or will hereafter deliver to Administrative Agent, as amended in order to comply with the terms and conditions of this Agreement (as the same may be modified or changed as permitted herein, the “ Plans and Specifications ”).  Borrower has requested from Lenders a loan for the purpose of such construction.

NOW, THEREFORE, Borrower, Administrative Agent and Lenders agree as follows:

ARTICLE 1.  DEFINITIONS

1.1                                DEFINED TERMS .  The following capitalized terms generally used in this Agreement shall have the meanings defined or referenced below.  Certain other capitalized terms used only in specific sections of this Agreement are defined in such sections.

“ Accounts ” — shall have the meaning ascribed to such term in the Cash Management Agreement, together with any other accounts of Borrower maintained with Administrative Agent.

“ Account Funds ” - means all sums now or hereafter on deposit in the Accounts.

“ ADA ” - means the Americans with Disabilities Act, of July 26, 1990, Pub. L. No. 101-336, 104 Stat. 327, 42 U.S.C. § 12101, et seq., as amended from time to time.

“ Administrative Agent ” - means Wells Fargo Bank, National Association, or any successor Administrative Agent appointed pursuant to Section 15.14 .

“ Advance ” - means any advance of Loan proceeds or Borrower’s Funds under this Agreement.

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“ Affiliate ” - means, with respect to any Person, (a) in the case of any such Person which is a partnership or limited liability company, any partner or member in such partnership or limited liability company, respectively, (b) any other Person which is directly or indirectly Controlled by, Controls or is under common Control with such Person or one or more of the Persons referred to in the preceding clause (a), (c) any other Person who is an officer, director, trustee or employee of, or partner in, such Person or any Person referred to in the preceding clauses (a) and (b), (d) any other Person who is a member of the immediate family of such Person or of any Person referred to in the preceding clauses (a) through (c), and (e) any other Person that is a trust solely for the benefit of one or more Persons referred to in clause (d) and of which such Person is sole trustee; provided , however , in no event shall (x) Administrative Agent or any Lender or any of their Affiliates or (y) any “regional center” or other entity established to provide investment in Borrower through the EB-5 Program be an Affiliate of Borrower.

“ Agreement ” - shall have the meaning given to such term in the preamble hereto.

“ Anchor Agreements ” means, collectively, (i) the Anchor Leases, (ii) the Macy’s Separate Agreement, (iii) the Dillard’s Separate Agreement and (iv) the COREA.

“ Anchor Lease ” means, collectively, (i) the Macy’s Lease and (ii) any lease entered into covering the Future Anchor Parcel.

“ Applicable Law ” means all applicable provisions of constitutions, statutes, rules, regulations and orders of any Governmental Authority, including all orders and decrees of all courts, tribunals and arbitrators.

“ Applicable Spread ” means two and one-fourth percent (2.25%); provided, at such time as (i) Final Completion of all Improvements has been achieved, (ii) the Property and Improvements achieves a Debt Service Coverage Ratio of at least 1.15:1.0 for two consecutive calendar quarters, and (iii) no Default is then existing, then the Applicable Spread shall be reduced to two percent (2.0%).  The reduction in the Applicable Spread set forth above shall become effective on the first day of the first calendar month following Borrower having provided to Administrative Agent written confirmation, in form and detail reasonably satisfactory to Administrative Agent, that the applicable conditions have been satisfied.

“ Appraisal ” - means a written appraisal prepared by an independent MAI appraiser acceptable to Administrative Agent and subject to Administrative Agent’s customary independent appraisal requirements and prepared in compliance with all applicable regulatory requirements, including the Financial Institutions Recovery, Reform and Enforcement Act of 1989, as amended from time to time, subject to review and adjustment consistent with Administrative Agent’s standard practices.

“ Appraisal Debt Yield ” means the Appraisal NOI, divided by the stated amount of the Loan (i.e., $311,800,000).

“ Appraisal NOI ” means the “as-if stabilized” Net Operating Income as set forth in the Appraisal obtained in connection with the closing of the Loan, and subject to review and adjustment consistent with Administrative Agent’s standard practices (including but not limited to, a minimum management fee of three percent (3.0%) of Operating Revenues and a minimum $.20 per rentable square foot replacement reserve), and approved by Administrative Agent.

“ Appraised Value ” means the as-if appraised value for the Property (on an “as-is” or “as-if stabilized” basis, as provided herein) as indicated by an Appraisal approved by Administrative Agent and prepared by an appraiser designated by Administrative Agent, in Administrative Agent’s sole discretion.

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of any entity that administers or manages a Lender.

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“ Approved Lease Form ” - means the standard lease form or forms for the Property approved by Administrative Agent from time to time, and which shall include estoppel, subordination, attornment and mortgagee protection provisions satisfactory to Administrative Agent in Administrative Agent’s reasonable discretion.

“ Approved Leases ” - shall have the meaning given to such term in Section 11.4(b) .  Notwithstanding anything to the contrary contained in this Agreement, for purposes of computing Net Operating Income or In Place NOI, a Lease shall not be an Approved Lease (or shall cease to be an Approved Lease) if (i) the tenant under such Lease becomes insolvent or becomes subject to a voluntary or involuntary petition under any bankruptcy proceeding, (ii) a material default by the tenant has occurred and is existing under such Lease, (iii) such Lease has expired or been terminated, (iv) the tenant under the Lease fails to operate its business continuously in the leased premises covered by such Lease, (v) less than six (6) months is remaining in the term of the Lease and either (1) there is no exercisable option contained in the terms of the Lease or (2) the tenant has not yet given notice of its exercise of any exercisable option contained in the terms of the Lease, (vi) subject to the immediately following sentence, the tenant under the Lease has not commenced the payment of any rent (excluding security deposits) under the Lease or (vii) the tenant has asserted, or has the right to assert, its rights under a co-tenancy, volume out provision or similar lease provision (after expiration of any applicable cure period provided to landlord under the Lease to cure such condition).  Notwithstanding the foregoing, clause (vi) in the preceding sentence shall not apply to any Lease with a Credit Tenant so long as contractual base rent (following any concession period) will commence within six (6) months of the date of such computation, as provided in the definition of In Place NOI.

“ Architect ” - means collectively, (i) Altoon + Porter Architects, LLP (“ Altoon ”), and (ii) ELS Architecture and Urban Design (“ ELS ”).

“ Architect’s Agreement ” — means, collectively, (i) the Architectural Services Agreement dated September 6, 2012 by and between Summerlin Centre, LLC (whose interest thereunder has been assigned to Development Manager) and Altoon, and (ii) the Architectural Services Agreement dated August 14, 2012 by and between Summerlin Centre, LLC (whose interest thereunder has been assigned to Development Manager) and ELS.

“ Assignee ” - shall have the meaning given to such term in Section 16.13(c) .

“ Assignment and Assumption Agreement ” - means an Assignment and Assumption Agreement among a Lender, an Assignee and the Administrative Agent, substantially in the form of Exhibit D .

“ Bankruptcy Code ” - means the Bankruptcy Reform Act of 1978 (11 USC § 101-1330) as now or hereafter amended or recodified.

“ Bonded Work ” - shall have the meaning given to such term in Section 10.1 .

“ Borrower ” - shall have the meaning given to such term in the preamble hereto.

“ Borrower’s Account ” - means an account with Wells Fargo, account number      in the name of Borrower, into which Loan proceeds when qualified for disbursement shall be deposited, and into which funds from the Lockbox Account shall be transferred on a daily basis pursuant to the Cash Management Agreement so long as no Cash Trap Event Period is then existing.

“ Borrower’s Equity ” - means the sum of $167,893,000, which amount is required to be contributed by Borrower to pay for the costs of construction of the Improvements in accordance with the Disbursement Budget before any Advance by Lenders under this Agreement.  The Borrower’s Equity shall be in the form of (i) the land described in Exhibit A attached hereto (which is deemed to have a value of $78,436,000) and (ii) cash equity in the amount of $89,457,000.

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“ Borrower’s Funds ” - means all funds of Borrower deposited with Administrative Agent, for the benefit of Lenders, pursuant to the terms and conditions of this Agreement.

“ Borrower’s Funds Account ” - means an account with Wells Fargo in the name of Borrower into which any Borrower’s Funds, if required hereunder shall be deposited.

“ Business Day ” - means (a) any day of the week other than Saturday, Sunday or other day on which the offices of Administrative Agent in San Francisco, California are authorized or required to close and (b) with reference to the One-Month LIBO Rate or LIBOR Market Index Rate, any such day that is also a day on which dealings in Dollar deposits are carried out in the London interbank market.  Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“ Cash Management Agreement ” — means that certain Cash Management Agreement dated of even date with this Agreement entered into by and between Borrower and Administrative Agent, for the benefit of the Lenders.

“ Cash Trap Event Period ” — has the meaning given to such term in Section 11.27 of this Agreement.

“ Charges ” shall mean all fees, charges and/or any other things of value, if any, contracted for, charged, received, taken or reserved by Lenders in connection with the transactions relating to the Notes and the other Loan Documents, which are treated as interest under applicable law.

“ Collateral ” - means the Property, Improvements and any personal property or other collateral with respect to which a Lien or security interest was granted to Administrative Agent, for the benefit of Lenders, pursuant to the Loan Documents.

“ Commitment ” - means, as to each Lender, such Lender’s obligation to make disbursements pursuant to Article 3 and Section 15.3 , in an amount up to, but not exceeding the amount set forth for such Lender on Schedule 1.1 attached hereto as such Lender’s “Commitment Amount” or as set forth in the applicable Assignment and Assumption Agreement, as the same may be reduced from time to time pursuant to the terms of this Agreement or as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 16.13 .

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“ Construction Agreement ” - means the agreements to construct the Improvements by and between Borrower or Development Manager, on the one hand, and Contractor or any other party on the other hand, including, but not limited to, that certain Construction Management Agreement dated as of August 29, 2013 between Development Manager and Contractor.

“ Contractor ” - means VCC, LLC, d/b/a CMSI and any other party engaged by a Borrower or Development Manager to construct any of the Improvements.

“ Control ” - means (including with respect to its correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“ COREA ” - means that certain Construction, Operation and Reciprocal Easement Agreement dated as of November 1, 2013, executed by and among Summerlin North, Dillard’s and Macy’s, and recorded as Instrument No. 201311010001604 in the official records of Clark County, Nevada.

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“ Credit Tenant ” - means either (i) a tenant with a minimum credit rating of at least “BBB” from S&P or “Baa2” from Moody’s, or better (or a tenant under an Approved Lease whose obligations under such Lease are guaranteed by an entity with such credit rating); provided, however, that if a tenant under an Approved Lease (or such lease guarantor) has a credit rating from both S&P and Moody’s, then the lowest credit rating of the two shall be used for purposes of this definition, or (ii) an otherwise creditworthy tenant as determined by Administrative Agent in its sole discretion.

“ Debt Service Coverage Ratio ” - means the ratio achieved by dividing the In Place NOI as of the applicable Determination Date by the greater of:  (a) the actual debt service payments due under the Loan for the prior calendar quarter (including without limitation, accrued interest and any scheduled principal payments, if any), which amount shall be annualized; (b) the amount obtained by multiplying the outstanding principal balance of the Loan by a debt service constant based on the then prevailing ten (10) year Treasury Rate plus two and one-fourth percent (2.25%) and a thirty (30) year amortization schedule; and (c) the amount obtained by multiplying the outstanding principal amount of the Loan by a debt service constant equal to 8.87%.

“ Default ” - shall have the meaning given to such term in Section 13.1 .

“ Defaulting Lender ” - means any Lender which fails or refuses to perform its obligations under this Agreement within the time period specified for performance of such obligation or, if no time frame is specified, if such failure or refusal continues for a period of five (5) Business Days after notice from Administrative Agent.

“ Default Rate ” - is a rate of interest per annum five percent (5%) in excess of the applicable Effective Rate in effect from time to time.

“ Delinquency Date ” - shall have the meaning given to such term in Section 4.1 .

“ Determination Date ” - means a specific date on which the Debt Service Coverage Ratio or Loan-to-Value Ratio are calculated from time to time for purposes of this Agreement as more particularly provided herein.  With respect to the calculation of the Debt Service Coverage Ratio for the First Option to Extend and the Second Option to Extend, the Determination Date shall mean the last day of the first month which is at least thirty (30) days prior to the Original Maturity Date (in the case of the First Option to Extend) or the First Extended Maturity Date (in the case of the Second Option to Extend).

“ Development Management Agreement ” means that certain Development Management Agreement dated August 20, 2013, executed by and between Summerlin Centre, LLC (whose interest thereunder has been assigned to Borrower), and Development Manager.

“ Development Manager ” means Summerlin Development, LLC, a Delaware limited liability company, being the development manager engaged by Borrower to supervise and oversee the construction of the Improvements, which Development Manager is an Affiliate of Guarantor.

“ Dillard’s Separate Agreement ” - means that certain Separate Agreement dated as of November 1, 2013 executed by and between Summerlin North and Dillard Investment Co., Inc. (“ Dillard’s ”).

“ Disbursement Budget ” - shall have the meaning given in Exhibit C hereto.

“ Disbursement Instruction Agreement ” - means a Disbursement Instruction Agreement in the form of attached hereto as Exhibit F , or such other form as Administrative Agent may require from time to time.

“ Dollars ” and “ $ ” - means the lawful money of the United States of America.

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“ Due Date ” - shall have the meaning given to such term in Section 2.8(a) .

“ EB-5 Entity ” means any “regional center” or other entity established to provide investment in Borrower through the EB-5 Program.

“ EB-5 Program ” means that certain program designed specifically to serve non-U.S. citizens seeking to immigrate to the United States by making a qualifying investment through a “regional center,” as such term is defined at 8 CFR 204.6(e), approved under the USCIS’ Immigrant Investor Pilot Program, as provided at 8 CFR 204.6(m).

“ Effective Date ” - means the earlier of (i) date the Security Instrument is recorded in the Office of the County Recorder of the county where the Property is located and (ii) the date Administrative Agent authorizes the Initial Advance to be disbursed to Borrower.

“ Effective Rate ” - shall have the meaning given to such term in Section 2.8(e) .

“ Eligible Assignee ” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent and (ii) unless a Default exists, Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include Borrower or any of Borrower’s Affiliates or subsidiaries.

“ Embargoed Person ” - means any person, entity or country which is a sanctioned person, entity or country under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder (including regulations administered by the Office of Foreign Assets Control (“ OFAC ”) of the U.S. Department of the Treasury and the Specially Designated Nationals List maintained by OFAC) with the result that the investment in Borrower and/or Guarantor, as applicable (whether directly or indirectly), is prohibited by, or the Loan made by Lenders is in violation of, any applicable federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting Borrower or any property (real or personal) securing the Loan, or any part thereof, whether now or hereafter enacted and in force.

“ ERISA ” - means the Employee Retirement Income Security Act of 1974, as in effect from time to time.

“ Excess Cash Reserve Account ” - has the meaning given to such term in the Cash Management Agreement.

“ Excluded Rate Contract Obligation ” means, with respect to any Loan Party Guarantor, any guarantee of any Swap Obligations under a Secured Rate Contract if, and only to the extent that and for so long as, all or a portion of the guarantee of such Loan Party Guarantor of, or the grant by such Loan Party Guarantor of a security interest to secure, such Swap Obligation under a Secured Rate Contract (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Loan Party Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the guarantee of such Loan Party Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation under a Secured Rate Contract.  If a Swap Obligation under a Secured Rate Contract arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation under a Secured Rate Contract that is attributable to swaps for which such guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by

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net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in the Loan or Commitment pursuant to an Applicable Law in effect on the date on which (x) such Lender acquires such interest in the Loan or Commitment) or (y) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 2.15 , amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section  2.15 (g) and (d) any U.S. federal withholding Taxes imposed under FATCA.

“ Fashion Center ” - shall have the meaning given to such term in Recital B .

“ FATCA ” means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code.

“ Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.

“ Final Completion ” means completion of construction of all of the Improvements (exclusive of Tenant Improvements that are not, under the terms of the respective Lease, required to be completed by the Final Completion Date), free and clear of liens.  Final Completion shall be deemed to have occurred upon (a) (i) Administrative Agent’s receipt of a written statement or certificate executed by the architect designated or shown on the Plans and Specifications certifying, without qualification or exception, that the Improvements are completed in substantial accordance with the Plans and Specifications, (ii) Administrative Agent’s receipt of all Permits required for occupancy for all of the Improvements issued by the local Governmental Authority having jurisdiction and authority to issue same, (iii) Administrative Agent’s receipt of an all bills paid affidavit from the Contractor confirming that all bills and invoices for work and materials provided in connection with the construction of the Improvements have been paid in full (or otherwise bonded around in accordance with Applicable Law and otherwise in a manner reasonably acceptable to Administrative Agent so that no mechanic’s or materialman’s liens encumber the Property), (iv) the expiration of the statutory period(s) within which valid mechanic’s liens, materialman’s liens may be recorded and/or served by reason of the construction of the Improvements, or, alternatively, Administrative Agent’s receipt of valid, unconditional releases thereof from all persons entitled to record said liens and (v) receipt by Administrative Agent of a final down date endorsement to the Title Policy confirming that no mechanic’s or materialmen’s liens have been filed and remain outstanding against the Property; or at Administrative Agent’s option, (b) Administrative Agent’s receipt of such other evidence of lien free completion of the Improvements in accordance with the Plans and Specifications as Administrative Agent deems satisfactory in its reasonable discretion.

“ Final Completion Date ” - means June 30, 2015, the date by which Final Completion of all Improvements must be achieved.

“ First Extended Maturity Date ” - means July 15, 2018.

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“ First Option to Extend ” - means Borrower’s option, subject to the terms and conditions of Section 2.10 , to extend the term of the Loan from the Original Maturity Date to the First Extended Maturity Date.

“ Foreign Lender ” means (a) if Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which Borrower is resident for tax purposes.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funding Date ” - means the date on which an Advance is requested by Borrower to be made (which shall in no event be earlier than ten (10) Business Days and shall be made no later than fifteen (15) Business Days following submittal by Borrower to Administrative Agent of the Request for Advance and Administrative Agent’s approval of same, together with all related supporting information required by this Agreement), and the satisfaction by Borrower of each applicable condition to disbursement set forth in this Agreement.

“ Future Anchor Parcel ” - means the parcel identified on the Site Plan as Parcel U.  The Future Anchor Parcel is included in the definition of Release Parcel.

“ Governmental Authority ” - means any nation or government, any federal, state, local, municipal or other political subdivision thereof or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Gross Operating Expenses ” - shall mean the following expenses to the extent that such expenses are reasonable in amount and customary for properties of this type: ( i) taxes and assessments imposed upon the Property and Improvements to the extent that such taxes and assessments are required to be paid by Borrower and are actually paid or reserved for by Borrower; (ii) bond assessments; (iii) insurance premiums for casualty insurance (including, without limitation, earthquake and terrorism coverage) and liability insurance carried in connection with the Property and Improvements, provided, however, if any, insurance is maintained as part of a blanket policy covering the Property and Improvements and other properties, the insurance premium included in this subparagraph shall be the premium fairly allocable to the Property and Improvements; and (iv) operating expenses incurred by Borrower for the management, operation, cleaning, leasing, maintenance and repair of the Property and Improvements.  Gross Operating Expenses shall not include any interest or principal payments on the Loan or any allowance for depreciation.

“ Gross Operating Income ” - shall mean the sum of any and all amounts, payments, fees, rentals, additional rentals, expense reimbursements (including, without limitation, all reimbursements by tenants, lessees, licensees and other users of the Property and Improvements) discounts or credits to Borrower, income, interest and other monies directly or indirectly received by or on behalf of or credited to Borrower from any person with respect to Borrower’s ownership, use, development, operation, leasing, franchising, marketing or licensing of the Property and Improvements, including, without limitation, from parking operations. Gross Operating Income shall be computed on a cash basis and shall include for each quarterly statement all amounts actually received in such quarter whether or not such amounts are attributable to a charge arising in such quarter.

“ Guarantor ” - means The Howard Hughes Corporation, a Delaware corporation, and any other Person who, or which, in any manner, is or becomes obligated to Administrative Agent and Lenders under any guaranty now or hereafter executed in connection with respect to the Loan (collectively or severally as the context thereof may suggest or require).

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“ Guaranty ” - means, that certain Guaranty Agreement of even date herewith executed and delivered by Guarantor to Administrative Agent for the benefit of Lenders.

“ Hazardous Materials ” - shall have the meaning given to such term in Section 9.1(a) .

“ Hazardous Materials Claims ” - shall have the meaning given to such term in Section 9.1(c) .

“ Hazardous Materials Laws ” - shall have the meaning given to such term in Section 9.1(b) .

“ Impositions ” - shall have the meaning given to such term in Section 4.1 .

“ Impounds ” - shall have the meaning given to such term in Section 4.3 .

“ Improvements ” - shall have the meaning given to such term in Recital B .

“ Indemnified Taxes ” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of Borrower or any other Loan Party under any Loan Document and (b) to the extent not otherwise described in the immediately preceding clause (a), Other Taxes.

“ Indemnitees ” - means Administrative Agent, Lenders, and their respective parents, subsidiaries and affiliates, any holder of or Participant in the Loan and all directors, officers, employees, agents, successors and assigns of any of the foregoing.

“ Indemnitor ” - means The Howard Hughes Corporation, a Delaware corporation, and any other Person who, or which, in any manner, is or becomes obligated to Administrative Agent and/or Lenders under any indemnity now or hereafter executed in connection with respect to the Loan (collectively or severally as the context thereof may suggest or require), but specifically excluding any Person that is not an Affiliate of Borrower or Guarantor.

“ Independent Inspecting Architect ” means any architect, engineer, agent, consultant or other inspector selected and retained by Administrative Agent, at Borrower’s expense, to inspect the construction of the Improvements or any other construction work at any of the Property and Improvements on behalf of the Administrative Agent and the Lenders.

“ Initial Advance ” - means the first Advance funded by Lenders to Borrower.

“ Initial Improvements ” - means all of “Improvements” other than (x) any portion located on the parcel identified as “A-1” on the Site Plan and (y) any Tenant Improvements otherwise to be located on the Property that are not, in accordance with the terms of the respective Lease, required to be completed by the Opening Completion Date.

“ In Place NOI ” - means the in place Net Operating Income; provided that the in place Net Operating Income shall be adjusted to include the rents payable under executed Approved Leases with Credit Tenants (that would not otherwise be includable due to clause (vi) of the definition of Approved Leases) so long as the commencement of contractual base rent (after any concession period) is within six (6) months of the calculation of the In Place NOI, notwithstanding that such amounts are not included in determining Net Operating Income, as hereinafter defined.

“ Insurance Expiration Date ” - shall have the meaning given to such term in Section 4.2 .

“ Insurance Impound ” - shall have the meaning given to such term in Section 4.2 .

“ Insurance Impound Account ” - means a subaccount of the Lockbox Account established and maintained by Administrative Agent into which the Insurance Impound is to be deposited.

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“ Insurance Premiums ” - shall have the meaning given to such term in Section 4.2 .

“ Interest Reserve ” - means any interest reserve maintained in accordance with the Disbursement Budget set forth in Exhibit C hereto.

“ Lease ” and “ Leases ” - mean any and all present and future leases of any of the Property and/or Improvements or any portion thereof and all licenses and all other agreements of any kind for the use or occupancy of the Property and/or Improvements or any portion thereof.

“ Lease Materials ” - mean, with respect to any Lease submitted to Administrative Agent and/or Lenders for approval as set forth in this Agreement, a copy of the proposed Lease, and proposed estoppel letter and subordination, nondisturbance and attornment agreement for such Lease, and financial statements and other information necessary for Administrative Agent and/or Lenders to review the creditworthiness of the proposed tenant under such Lease.

“ Leasing Commissions ” - mean any leasing commissions payable in connection with Approved Leases.

“ Lender ” - means each financial institution from time to time party hereto as a “Lender”, together with its respective successors and permitted assigns.  With respect to matters requiring the consent or approval of all Lenders at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and, for voting purposes only, “all Lenders” shall be deemed to mean “all Lenders other than Defaulting Lenders”.

“ Lending Office ” - means, for each Lender and for each type of Loan, the office of such Lender specified in such Lender’s Administrative Questionnaire or in the applicable Assignment and Assumption Agreement, or such other office of such Lender as such Lender may notify the Administrative Agent in writing from time to time.

“ LIBOR Loan ” - means any portion of the Loan bearing interest at a rate based on the One-Month LIBO Rate.

“ LIBO Rate ” is the rate of interest per annum determined by Administrative Agent on the basis of the rate for United States dollar deposits for delivery on the first (1 st ) day of each One-Month LIBO Rate Period, for a period approximately equal to such One-Month LIBO Rate Period, as reported on Reuters Screen LIBOR01 Page (or any successor page) at approximately 11:00 a.m., London  time, two (2) Business Days prior to the first day of the One-Month LIBO Rate Period (or if not so reported, then as determined by Administrative Agent from another recognized source or interbank quotation).

“ LIBOR Market Index Rate ” - means at any time the rate of interest, rounded up to the nearest whole multiple of one-hundredth of one percent (.01%), obtained by dividing (i) the rate of interest quoted by the Administrative Agent from time to time as the London Inter-Bank Rate for one-month deposits in U.S. Dollars at approximately 9:00 a.m. Pacific time, two (2) Business Days prior to the first Business Day of the period; provided, if such day is not a Business Day, the immediately preceding Business Day by (ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any, required to be maintained with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”) as specified in Regulation D of the Board of Governors, of the Federal Reserve System (or against any other category of liabilities which includes deposits by reference to which the interest rate on LIBOR loans is determined or any applicable category of extensions of credit or other assets which includes loans by an office of any Lender outside of the United States of America).  Any change in such maximum rate shall result in a change in the LIBOR Market Index Rate on the date on which such change in such maximum rate becomes effective.

“ Lien ” - means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance (including, but not limited to, easements, rights-of-way,

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zoning restrictions and the like), lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including without limitation any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement or document having similar effect (other than a financing statement filed by a “true” lessor pursuant to Section 9-505 (or a successor section) of the Uniform Commercial Code) naming the owner of the asset to which such Lien relates as debtor, under the Uniform Commercial Code or other comparable law of any jurisdiction.

“ Loan ” - means the principal sum that Lenders agree to lend and Borrower agrees to borrow pursuant to the terms and conditions of this Agreement, which amount shall not exceed the lesser of (i) THREE HUNDRED ELEVEN MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($311,800,000.00), (ii) sixty-five percent (65%) of the total cost of developing the Property and constructing the Improvements, as determined by the final Disbursement Budget approved by Administrative Agent, (iii) sixty-five percent (65%) of the Appraised Value of the Property (on an “as-if stabilized” basis), as determined by an Appraisal obtained by Administrative Agent in connection with the closing of the Loan and (iv) an amount that would produce an Appraisal Debt Yield of not less than ten percent (10%).

“ Loan Account ” shall have the meaning given such term in Section 2.13 .

“ Loan Documents ” - means those documents, as hereafter amended, supplemented, replaced or modified, properly executed and in recordable form, if necessary, listed in Exhibit B as Loan Documents.

“ Loan Party ” - means Borrower, Guarantor, and any other person or entity obligated under the Loan Documents or Other Related Documents for the payment of the Loan or performance of Borrower’s or Guarantor’s obligations thereunder.

“ Loan Party Guarantor ” means each Borrower and Guarantor.

“ Loan-to-Value Ratio ” - means the quotient obtained by dividing (i) the sum of the outstanding principal amount of the Loan, plus any Loan proceeds then available to be disbursed to Borrower under this Agreement as of the date of the calculation of the Loan-to-Value Ratio (if any), by (ii) the Appraised Value of the Property (after adjustment for senior liens and regular and special tax assessments) then subject to the Security Instrument, expressed as a percentage.

“ Lockbox Account ” means, collectively, one or more blocked, restricted deposit accounts for Borrower established and maintained with Administrative Agent or another financial institution acceptable to Administrative Agent, in the name of Borrower or Borrower’s designee for the benefit of Administrative Agent, or such other name as Administrative Agent may direct in writing, into which all revenues and income received from the Property and Improvements shall be deposited, and any required Impounds shall also be deposited by Borrower at such times as required by this Agreement.

“ Macy’s Lease ” - means that certain Retail Lease with Purchase Option between Summerlin North, as lessor, and Macy’s West Stores, Inc., an Ohio corporation (“ Macy’s ” ), as lessee.

“ Macy’s Separate Agreement ” - means that certain Separate Agreement dated as of November 1, 2013 executed by and between Summerlin North and Macy’s.

“ Manager ” — means Howard Hughes Management Co., LLC, and any replacement property manager approved by Administrative Agent.

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“ Management Agreement ” - means the management agreement between Borrower and Manager regarding the management of the Property and Improvements, and any replacement management agreement approved by Administrative Agent in its reasonable discretion.

“ Market Center ” - shall have the meaning given to such term in Recital B .

“ Material Adverse Effect ” — means a materially adverse effect on (a) the business, assets, liabilities, financial condition, results of operations or business prospects of (i) Borrower or any member, manager, managing member, or general partner of Borrower, (ii) any Guarantor (but only to the extent it affects such Guarantor’s compliance or ability to comply with the financial covenants set forth in the Guaranty), (iii) the Property or Improvements, (b) the ability of Borrower or Guarantor to perform their respective obligations under any Loan Document or Other Related Document to which it is a party, (c) the validity or enforceability of any of the Loan  Documents, (d) the rights and remedies of Administrative Agent or Lenders under any of the Loan Documents or (e) the timely payment of the principal of or interest on the Loan or other amounts payable in connection therewith.

“ Maturity Date ” - means the Original Maturity Date, subject to being extended to the First Extended Maturity Date pursuant to the First Option to Extend and the Second Extended Maturity Date pursuant to the Second Option to Extend as provided for in this Agreement.

“ Maximum Lawful Rate ” shall mean the maximum lawful rate of interest which may be contracted for, charged, taken, received or reserved by Lenders in accordance with the applicable laws of the State of Texas (or applicable United States federal law to the extent that it permits Lenders to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law), taking into account all Charges (as herein defined) made in connection with the transaction evidenced by the Notes and the other Loan Documents.

“ Minor Lease ” - means any Lease covering less than 10,000 rentable square feet of the Improvements.

“ Net Cash Flow ” - means, for any period, (i) the Gross Operating Income received by Borrower from the operation of the Property and Improvements for such period, plus any other cash receipts received by Borrower in connection with the Property and Improvements during such period not included in Gross Operating Income, less (ii) Gross Operating Expenses incurred and paid by Borrower in connection with the operation and maintenance of the Property and Improvements during such period, plus, to the extent not included in Gross Operating Expenses, debt service payments under the Loan during such period, capital expenditures incurred and paid in connection with the Property and Improvements during such period, and the cost of Leasing Commissions and any Tenant Improvements incurred and paid by Borrower during such period with respect to Approved Leases to the extent not included in Gross Operating Expenses.

“ Net Effective Rent ” - means, for any Lease, the starting base rent scheduled under such Lease, as reduced for any amounts paid by the landlord directly to or on behalf of the tenant for the purpose of inducing the tenant to enter into such Lease (including without limitation, an excessive tenant improvement allowance, moving expenses, free rent periods or abatements or lease buyouts), as amortized over the life of the Lease.

“ Net Operating Income ” - means, as of the applicable Determination Date, the Operating Revenues from the Property and Improvements for the previous twelve (12) month period prior to the applicable Determination Date, less Operating Expenses from such Property and Improvements for the previous twelve (12) month period prior to the applicable Determination Date; provided, however, Operating Revenues shall be adjusted so that only revenue from Approved Leases is included in such calculation, and shall be further adjusted in calculating In Place NOI as provided in the definition of In Place NOI.

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“ Non-Pro Rata Advance ” - shall mean a Protective Advance or a disbursement under the Loan with respect to which fewer than all Lenders have funded their respective Pro Rata Shares in breach of their obligations under this Agreement.

“ Note ” or “ Notes ” - means each Promissory Note Secured by Security Instrument, collectively in the original principal amount of the Loan, executed by Borrower and payable to the order of a Lender, together with such other replacement notes as may be issued from time to time pursuant to Section 16.13 , as hereafter amended, supplemented, replaced or modified.

“ Obligations ” means all present and future debts, obligations and liabilities of Borrower to Administrative Agent and Lenders arising pursuant to, or on account of, the provisions of this Agreement, the Note, the Security Instrument, and any of the other Loan Documents, and all amounts secured by the Security Instrument (and included within the description of “Secured Obligations” described in the Security Instrument), including the obligations: (a) to pay all principal, interest, late charges, prepayment premiums (if any) and other amounts due at any time under the Note; (b) to pay all fees, charges, costs and expenses, indemnification payments, and other amounts due at any time under the Security Instrument or any of the other Loan Documents, together with interest thereon as provided in the Security Instrument or such Loan Document; (c) to pay and perform all Obligations of Borrower under any Secured Rate Contract; and (d) to perform, observe and comply with all of the terms, covenants and conditions, expressed or implied, which Borrower is required to perform, observe or comply with pursuant to the terms of the Security Instrument or any of the other Loan Documents; provided that the Obligations of any Loan Party Guarantor shall not include any Excluded Rate Contract Obligations of such Loan Party Guarantor.

“ Obligee ” - shall have the meaning given to such term in Section 10.1 .

“ OFAC ” - shall have the meaning as set forth in the definition of “Embargoed Person”.

“ Office Tower ” - shall have the meaning given to such term in Recital B .

“ One-Month LIBO Rate ” - is the rate of interest equal to the sum of: (a) the Applicable Spread plus (b) the LIBO Rate.

“ One-Month LIBO Rate Period ” - is the period of one month from the first (1 st ) Business Day of a calendar month to, but not including, the first (1 st ) Business Day of the next calendar month; provided, however, no One-Month LIBO Rate Period shall extend beyond the Maturity Date.

“ One-Month LIBO Rate Portion ” - is the principal balance of the Loan which is subject to a One-Month LIBO Rate.  In the event Borrower is subject to a principal amortization schedule under the terms and conditions of the Loan Documents, the One-Month LIBO Rate Portion shall in no event exceed the maximum outstanding principal balance which will be permissible on the last day of the One-Month LIBO Rate Period.

“ One-Month LIBO Rate Price Adjustment ” - shall have the meaning set forth in Section 2.8(g) .

“ One-Month LIBO Rate Taxes ” - are, collectively, all withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign Governmental Authority and related in any manner to a One-Month LIBO Rate.

“ Opening Completion ” — means substantial completion of the Initial Improvements in substantial accordance with the Plans and Specifications sufficient to allow Borrower to obtain temporary or permanent certificates of occupancy (or the equivalent thereof issued by the appropriate Governmental Authority if such Governmental Authority does not issue certificates of occupancy) and any other Permits required for the opening of the Initial Improvements, excluding any punch-list or other items that would not preclude the opening for business of the Initial Improvements, and the payment of all costs incurred in

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connection with such construction of the Initial Improvements (excluding the most recent pending draw request from the Contractor, provided the same is not past due and owing, and any costs to be incurred to complete such punch-list or other items).

“ Opening Completion Date ” — means September 15, 2014, the date by which Opening Completion of the Initial Improvements shall have been achieved.

“ Operating Expenses ” - shall mean all reasonable operating expenses of the Property and Improvements, including, without limitation, (a) ad valorem real estate taxes and assessments (on an accrual basis); (b) insurance premiums (on an accrual basis); (c) operating expenses incurred by Borrower for the management, operation, cleaning, marketing, maintenance and repair of the Property and Improvements, including management fees equal to the greater of (1) actual management fees incurred with respect to the Property and Improvements, (2) management fees included in the Appraisal pro forma or (3) management fees equal to three percent (3.0%) of Gross Operating Income; and (d) a reserve for replacements in the amount of $.20 per rentable square foot per year.  Operating Expenses for this purpose shall exclude (1) any capital expenditures (including the cost of any Tenant Improvements incurred in connection with any Approved Leases); (2) any payment or expense to which Borrower was or is to be reimbursed for costs from proceeds of insurance, eminent domain, or any source other than Operating Revenues; (3) debt service payments made under the Loan, (4) Leasing Commissions incurred in connection with obtaining Approved Leases, (5) any non-cash expense item such as depreciation or amortization, as such terms are used for accounting or federal income tax purposes and (6) any expense properly classified as a non-recurring expense, subject to Administrative Agent’s review and approval, such approval not to be unreasonably withheld.

“ Operating Revenues ” - shall mean all cash receipts of the Property and Improvements or otherwise arising with respect to the Property and Improvements actually received by Borrower, including (without limitation): (a) receipts from Approved Leases of the Property and Improvements; (b) scheduled expense recoveries recognized by generally accepted accounting principles; (c) other miscellaneous operating sources from the Property and Improvements; and (d) proceeds of loss of rents insurance, if any; provided, however, Operating Revenues shall exclude (1) security deposits until and unless forfeited by the depositor; (2) lump sum payments to Borrower for capital items, such as telephone, cable and security installation and equipment; (3) any payment to Borrower from the proceeds of the Loan, insurance or any other source other than Operating Revenues for reimbursement of costs; and (4) advances or loans to Borrower from any partners of Borrower.

“ Operating Statement ” - shall have the meaning given to such term in Section 12.5 .

“ Original Maturity Date ” - means July 15, 2017.

“ Other Connection Taxes ” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“ Other Related Documents ” - means those documents, as hereafter amended, supplemented, replaced or modified from time to time, properly executed and in recordable form, if necessary, listed in Exhibit B as Other Related Documents.

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“ Partial Release ” shall have the meaning given to such term in Section 2.14 .

“ Participant ” - shall have the meaning given to such term in Section 16.13 .

“ Permit ” - means any permit, approval, authorization, license, variance or permission required from a Governmental Authority under any applicable Requirement of Law.

“ Permitted Liens ” - means:

(a)                                  Liens (other than environmental Liens and any Lien imposed under ERISA) for taxes, assessments or charges of any Governmental Authority for claims not yet due;

(b)                                  any laws, ordinances or regulations affecting the Property;

(c)                                   Liens imposed by laws, such as mechanics’ liens and other similar liens, arising in the ordinary course of business which secure payment of obligations not more than thirty (30) days past due or that have been bonded over by Borrower in accordance with Section 5.9 and/or Section 16.7 of this Agreement;

(d)                                  All matters shown on the Title Policy as exceptions to Lenders’ coverage thereunder;

(e)                                   Liens in favor of Administrative Agent, for the benefit of Lenders, under the Security Instrument;

(f)                                    Easements that (i) are necessary or expedient to the development, use and enjoyment of the Property, (ii) have no material adverse effect on the use, value, economic feasibility or marketability of any of the Property, (iii) do not create any encroachments with respect to any of the Improvements constructed or to be constructed on the Property (except as may be contemplated by the Anchor Agreements and approved by Administrative Agent in its reasonable discretion) and (iv) Administrative Agent and Lenders are not required or requested to provide a written consent or subordination thereto, provided that Borrower shall in any event provide a copy of any such easement to Administrative Agent within thirty (30) days of execution of same.  Any easement not satisfying the requirements of clauses (i) through (iv) in the preceding sentence shall (x) be submitted to Administrative Agent prior to execution of same and Administrative Agent shall have given its written approval of same, such approval not to be unreasonably withheld, conditioned or delayed so long as such easement does not have a material adverse effect on the use, value, economic feasibility or marketability of any of the Property (which approval shall include, if requested by Borrower, a subordination of the Security Instrument to such easement in the event Administrative Agent approves such easement) and (y) be duly recorded in the appropriate real property records upon Administrative Agent’s approval of same.

“ Person ” - means any natural person, corporation, limited partnership, general partnership, joint stock company, limited liability company, limited liability partnership, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any other nongovernmental entity, or any Governmental Authority.

“ Plans and Specifications ” - shall have the meaning given to such term in Recital B .

“ Post Closing Requirements ” - means the post closing requirements set forth on Schedule 11.28 .

“ Potential Default ” - means an event, circumstance or condition which has occurred or is existing and with respect to which Administrative Agent has delivered written notice to Borrower and which, with the lapse of time, would constitute a Default if not cured by Borrower within the applicable cure period.

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“ Price Adjustment Date ” - shall have the meaning set forth in Section 2.8(g) .

“ Pro Forma Rent ” means the pro forma rent set forth in the Appraisal obtained by Administrative Agent prior to the closing of the Loan (including, but not limited to, the lease term, Net Effective Rent, expense recovery and tenant improvement/concession package).

“ Prohibited Equity Transfer ” - shall have the meaning set forth in Section 14.2(a) .

“ Prohibited Property Transfer ” - shall have the meaning set forth in Section 14.1(a) .

“ Property ” - shall have the meaning given to such term in Recital A .

“ Pro Rata Share ” - means, as to each Lender, the ratio, expressed as a percentage, of (a) the amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders hereunder; provided , however , that if at the time of determination the Commitments have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the Pro Rata Share of such Lender in effect immediately prior to such termination or reduction.

“ Protective Advance ” - shall mean any advances made by Administrative Agent in accordance with the provisions of Section 15.7(e) to protect the Collateral securing the Loan.

“ Qualified ECP Guarantor ” means, in respect of any Swap Obligation under a Secured Rate Contract, each Loan Party Guarantor that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation under a Secured Rate Contract or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“ Rate Contract ” means any and all Swap Agreements designed to provide protection against fluctuations in interest or currency exchange rates and any other agreements or arrangements designed to provide such protection.

“ Recipient ” means (a) the Administrative Agent and (b) any Lender, as applicable.

“ Release Parcel ” - shall have the meaning set forth in Section 2.14 .

“ Regulatory Change ” - means, with respect to any Lender, any change effective after the Effective Date in applicable law (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the adoption or making after such date of any interpretation, directive or request applying to a class of banks, including such Lender, of or under any applicable law (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) by any Governmental Authority or monetary authority charged with the interpretation or administration thereof or compliance by any Lender with any request or directive regarding capital adequacy. Notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued.

“ Regulatory Costs ” - are, collectively, future, supplemental, emergency or other increases in the Reserve Percentage or the FDIC assessment rates, or any other new or increased requirements or costs imposed by any domestic or foreign Governmental Authority to the extent that they are attributable to Administrative Agent having entered into the Loan Documents or the performance of Administrative

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Agent’s obligations thereunder, and which result in a reduction in Lenders’ rate of return from the Loan, Lenders’ rate of return on overall capital or any amount due and payable to Lenders under any Loan Document.  Regulatory Costs shall not, however, include any requirements or costs that are incurred or suffered by Administrative Agent or Lenders as a direct result of Administrative Agent’s or any Lender’s willful misconduct.

“ Related Indebtedness ” shall mean any and all debt paid or payable by Borrower to Administrative Agent and/or Lenders pursuant to the Loan Documents or any other communication or writing by or between Borrower and Administrative Agent and/or Lenders related to the transaction or transactions that are the subject matter of the Loan Documents, except such debt which has been paid or is payable by Borrower to Lenders under the Notes.

“ Related Person ” - shall have the meaning ascribed to such term Section 3.4 hereof.

“ Rent Roll ” - means the rent roll relating to any Leases and delivered to Administrative Agent which contains basic rent roll information as approved by Administrative Agent, including, without limitation, name of tenant, date of Lease, monthly or other periodic rent amount, amount of security deposit, Lease expiration date, option periods, and other matters reasonably requested by Administrative Agent.

“ Request for Advance ” - shall have the meaning set forth in Section 3.1(k) .

“ Requirements of Law ” - means, as to any entity, the charter and by-laws, partnership agreement or other organizational or governing documents of such entity, and any law, rule or regulation, Permit, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such entity or any of its property or to which such entity or any of its property is subject, including without limitation, applicable securities laws and any certificate of occupancy, zoning ordinance, building, environmental or land use requirement or Permit or occupational safety or health law, rule or regulation.

“ Requisite Lenders ” - means, as of any date, Lenders (which must include the Lender then acting as Administrative Agent) having at least 66-2/3% of the aggregate amount of the Commitments, or, if the Commitments have been terminated or reduced to zero, Lenders holding at least 66-2/3% of the principal amount outstanding under the Loan, provided that (a) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Pro Rata Shares of the Loan of Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of the Loan of such Defaulting Lenders, and (b) at all times when two or more Lenders are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than two Lenders.

“ Reserve Percentage ” - is at any time the percentage announced by Administrative Agent as the reserve percentage under Regulation D for loans and obligations making reference to a One-Month LIBO Rate.  The Reserve Percentage shall be based on Regulation D or other regulations from time to time in effect concerning reserves for Eurocurrency Liabilities as defined in Regulation D from related institutions as though Administrative Agent were in a net borrowing position, as promulgated by the Board of Governors of the Federal Reserve System, or its successor.

“ Restricted Party ” shall mean each of (i) Borrower, (ii) Guarantor, (iii) any Person obligated under any guaranty or indemnity that is a Loan Document or Other Related Document made in favor of Administrative Agent and Lenders in connection with the Loan and (iv) any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of Borrower, Guarantor, or any other such Person obligated under a guaranty or indemnity made in favor of Administrative Agent and Lenders in connection with the Loan; provided, however, in no event shall the term Restricted Party include any EB-5 Entity or any investors in an EB-5 Entity (unless any such investors are Borrower, Guarantor or any of their respective Affiliates).

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“ Second Extended Maturity Date ” - means July 15, 2019.

“ Second Option to Extend ” - means Borrower’s option, subject to the terms and conditions of Section 2.11 , to extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date.

“ Secured Rate Contract ” means any (i) Rate Contract between a Borrower (or Affiliate of Borrower) and a Secured Swap Provider or (ii) any Rate Contract for which Administrative Agent has acknowledged in writing constitutes a “Secured Rate Contract” hereunder; provided that such Rate Contract relates to some or all of the indebtedness evidenced by the Notes.

“ Secured Obligations ” - shall have the meaning given to such term in the Security Instrument.

“ Secured Swap Provider ” means (i) a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Rate Contract) who has entered into a Rate Contract approved by Administrative Agent with any Borrower, or (ii) a Person with whom any Borrower has entered into a Rate Contract provided or arranged by Wells Fargo or an Affiliate of Wells Fargo, or for which Wells Fargo or an Affiliate of Wells Fargo has provided credit enhancement through either an assignment right or a letter of credit in favor of such Person, and any assignee thereof, in each case, to the extent that such Rate Contract pertains to some or all of the indebtedness evidenced by the Notes.

“ Security Instrument ” - means the Amended and Restated Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even date herewith executed by Borrower, as Trustor, to the Trustee named therein, in favor of Administrative Agent, for the benefit of Lenders, as Beneficiary, as hereafter amended, supplemented, replaced or modified.

“ Separateness Provisions” - shall have the meaning set forth in Section 8.1(c) .

“ Set Aside Letter ” - shall have the meaning given to such term in Section 10.1 .

“ Site Plan ” - means the site plan of the Property and proposed Improvements attached hereto as Exhibit A-1 .

“ Subdivision Map ” - shall have the meaning given to such term in Section 11.7 .

“ Surety ” - shall have the meaning given to such term in Section 10.1 .

“ Swap Agreement ” - means a “swap agreement” as defined in Section 101 of the Bankruptcy Code, entered into by Borrower and Wells Fargo (or with another financial institution which is reasonably acceptable to Administrative Agent and which is a Lender), together with all modifications, extensions, renewals and replacements thereof.

“ Swap Obligation ” means, with respect to any Loan Party Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tax Impound ” - shall have the meaning given to such term in Section 4.1 .

“ Tax Impound Account ” - means a subaccount of the Lockbox Account established and maintained by Administrative Agent into which the Tax Impound is to be deposited.

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“ Tenant Improvements ” means any tenant improvements to be constructed by or paid for by Borrower pursuant to Approved Leases covering a portion of the Property and Improvements.

“ Title Policy ” - means the ALTA Lender’s Policy of Title Insurance as issued and underwritten by First American Title Insurance Company.

“ Transfer ” - shall mean any sale, installment sale, exchange, mortgage, pledge, hypothecation, assignment, encumbrance or other transfer, conveyance or disposition, whether voluntarily, involuntarily or by operation of law or otherwise.

“ Treasury Rate ” -means the Treasury Constant Maturity Series yields reported, for the latest day for which such yields shall have been so reported as of the applicable Business Day, in Federal Reserve statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to ten (10) years.  Such implied yield shall be determined, if necessary, by (i) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (ii) interpolating linearly between reported yields.

“ UCC ” - means the Uniform Commercial Code in effect from time to time in the state where Borrower is organized.

“ U.S. Person ” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“ Variable Rate ” shall mean the sum of (a) the LIBOR Market Index Rate and (b) the Applicable Spread.

“ Variable Rate Portion ” - is the principal balance of the Loan which is subject to a Variable Rate, including without limitation, any Advances of the Loan made on a date other than a Due Date, or any portion of the Loan for which Borrower affirmatively elects to bear interest at the Variable Rate as provided in Section 2.8(e) hereof.

“ Wells Fargo ” - shall have the meaning given to such term in the preamble hereto.

“ Withholding Agent ” means (a) Borrower, (b) any other Loan Party and (c) the Administrative Agent, as applicable.

1.2                                SCHEDULES AND EXHIBITS INCORPORATED .  Schedules 1.1 , 7.6 , 9.1 , 11.28 and 16.34 , and Exhibits A , B , C , D , E , F , G-1 , G-2 , G-3 and G-4 all attached hereto, are hereby incorporated into this Agreement.

ARTICLE 2.  LOAN

2.1                                LOAN .  Subject to the terms of this Agreement, Lenders severally agree to lend to Borrower, in accordance with each Lender’s Commitment, and Borrower agrees to borrow from Lenders, the principal sum equal to the lesser of (i) THREE HUNDRED ELEVEN MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($311,800,000.00), (ii) sixty-five percent (65%) of the total cost of developing the Property and constructing the Improvements, as determined by the final Disbursement Budget approved by Administrative Agent, (iii) sixty-five percent (65%) of the Appraised Value of the Property (on an “as-if stabilized” basis), as determined by an Appraisal obtained by Administrative Agent in connection with the closing of the Loan; or (iv) an amount that would produce an Appraisal Debt Yield of not less than ten percent (10%); said sum to be evidenced by the Notes.  This Loan is not a revolving credit line, and no payments or credits shall increase the maximum amount of Advances available from the Loan. The Notes shall be secured, in part, by the Security Instrument encumbering certain real property and improvements as legally defined therein.  Notwithstanding anything to the contrary contained in this Agreement, any principal payments made by Borrower under the Loan shall reduce

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Lenders’ Commitment by a like amount, and any such amounts repaid by Borrower may not be reborrowed.  Amounts disbursed to or on behalf of Borrower pursuant to the Notes shall be used to finance the acquisition and construction of the Property and Improvements and for such other purposes and uses as may be permitted under this Agreement and the other Loan Documents.

2.2                                GRANT OF SECURITY INTEREST IN ACCOUNTS .  As security for repayment of the Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower, as Debtor, hereby pledges and assigns to Administrative Agent, and grants to Administrative Agent, for the benefit of the Lenders, a security interest in, all Borrower’s right, title and interest in and to all Impounds, Borrower’s Account, Borrower’s Funds Account, Excess Cash Reserve Account, Lockbox Account and any other Accounts and all funds held therein.  Borrower shall not, without obtaining the prior written consent of Administrative Agent, further pledge, assign or grant any security interest in the Impounds, Borrower’s Account, Borrower’s Funds Account, Excess Cash Reserve Account, Lockbox Account or any other Account, or permit any lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements to be filed thereon, except those naming Administrative Agent as the secured party, to be filed with respect thereto.  This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC.  Upon the occurrence and during the continuance of a Default, Administrative Agent may apply all or any part of the Impounds and/or Account Funds against the amounts outstanding under the Loan in any order and in any manner as Administrative Agent shall elect in Administrative Agent’s sole discretion without seeking the appointment of a receiver and without adversely affecting the rights of Administrative Agent to foreclose the liens and security interests securing the Loan or exercise its other rights under the Loan Documents.  The Impounds and Account Funds shall not constitute trust funds and may be commingled with other monies held by Administrative Agent.  All interest which accrues on the Impounds and Account Funds shall be at a rate established by Administrative Agent, which may or may not be the highest rate then available, shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued.  Upon repayment in full of all indebtedness under the Loan and the termination of the Commitments, all remaining Impounds and Account Funds, if any, shall be disbursed to Borrower within upon Borrower’s request.

2.3                                ADDITIONAL SECURITY INTEREST .  Borrower hereby grants and assigns to Administrative Agent, for the benefit of the Lenders, a security interest, to secure payment and performance of all Obligations, in all of Borrower’s right, title and interest, now or hereafter acquired, to the payment of money from any Secured Swap Provider to Borrower under any Secured Rate Contract.

2.4                                LOAN FEES .  Borrower shall pay to Administrative Agent, at Loan closing, a loan fee as set forth in a separate letter agreement by and among Borrower, Administrative Agent, Arranger and Lenders, dated April 25, 2014 (the “ Fee Letter ”).  Additionally, Borrower shall pay to Administrative Agent, for the sole benefit of Administrative Agent, certain other fees, each in the amount and at the times as set forth in the Fee Letter.

2.5                                LOAN DOCUMENTS .  Borrower shall execute and deliver to Administrative Agent (or cause to be executed and delivered) concurrently with this Agreement each of the documents, properly executed and in recordable form, as applicable, described in Exhibit B as Loan  Documents, together with those documents described in Exhibit B as Other Related Documents.

2.6                                EFFECTIVE DATE .  The Effective Date of the Loan Documents shall have the meaning as set forth in Section 1.1 .

2.7                                MATURITY DATE .  The maturity date of the Loan shall be on the Maturity Date, at which time all sums due and owing under this Agreement and the other Loan Documents shall be repaid in full.  All payments due to Administrative Agent and Lenders under this Agreement, whether at the Maturity Date or otherwise, shall be paid in Dollars in immediately available funds.

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2.8                                INTEREST ON THE LOAN .

(a)                                  Interest Payments .  Accrued but unpaid interest on the outstanding principal balance of the Loan through the prior month’s end shall be due and payable, in the manner provided in Section 2.9 , on the eleventh (11 th ) day of each month (the “ Due Date ”) commencing with the first month after the Effective Date.

(b)                                  Default Interest .  Notwithstanding the rates of interest specified in Section 2.8(e ) below and the payment dates specified in Section 2.8(a) , at Requisite Lenders discretion at any time following the occurrence and during the continuance of any Default, the principal balance of the Loan then outstanding and, to the extent permitted by applicable law, any interest payments on the Loan not paid when due, shall bear interest payable upon demand at the Default Rate.  All other amounts due Administrative Agent or Lenders (whether directly or for reimbursement) under this Agreement or any of the other Loan Documents if not paid when due, or if no time period is expressed, if not paid within ten (10) days after demand, shall likewise, at the option of Requisite Lenders, bear interest from and after demand at the Default Rate.

(c)                                   Late Fee .  Borrower acknowledges that late payment to Administrative Agent will cause Administrative Agent and Lenders to incur costs not contemplated by this Agreement.  Such costs include, without limitation, processing and accounting charges.  Therefore, if Borrower fails timely to pay any sum due and payable hereunder through the Maturity Date (other than payment of the entire outstanding balance of the Loan on the Maturity Date), unless waived by Administrative Agent, a late charge of four cents ($.04) for each dollar of any such principal payment, interest or other charge due hereon and which is not paid within fifteen (15) days after such payment is due, shall be charged by Administrative Agent (for the benefit of Lenders) and paid by Borrower for the purpose of defraying the expense incident to handling such delinquent payment.  Borrower and Administrative Agent agree that this late charge represents a reasonable sum considering all of the circumstances existing on the date hereof and represents a fair and reasonable estimate of the costs that Administrative Agent and Lenders will incur by reason of late payment.  Borrower and Administrative Agent further agree that proof of actual damages would be costly and inconvenient.  Acceptance of any late charge shall not constitute a waiver of the default with respect to the overdue installment, and shall not prevent Administrative Agent from exercising any of the other rights available hereunder or any other Loan Document.  Such late charge shall be paid without prejudice to any other rights of Administrative Agent.

(d)                                  Computation of Interest .  Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest or fees accrue and a year of three hundred sixty (360) days on the principal balance of the Loan outstanding from time to time.  In computing interest on the Loan, the date of the making of a disbursement under the Loan shall be included and the date of payment shall be excluded.  Notwithstanding any provision in this Section 2.8 , interest in respect of the Loan shall not exceed the Maximum Lawful Rate.

(e)                                   Effective Rate .  The “ Effective Rate ” upon which interest shall be calculated for the Loan shall, from and after the Effective Date of this Agreement, be one or more of the following:

(i)                                      Provided no Default exists under this Agreement:

(A)                                Initial Advance; Subsequent Advances During Any Calendar Month .  For the Initial Advance of principal under this Agreement, and for any subsequent Advances of principal during any calendar month which are not made on a Due Date, the Effective Rate on such principal amount shall be the Variable Rate on the date of disbursement as determined by Administrative Agent.  Such Effective Rate shall apply to such principal amount from the date of disbursement through and including the date

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immediately preceding the first (1 st ) Business Day of the next calendar month.

(B)                                Monthly Reset of One-Month LIBO Rate .  On the first (1 st ) Business Day of a calendar month, any principal outstanding under the Notes and which is not a Variable Rate Portion shall be the One-Month LIBO Rate Portion for purposes of calculation of the Effective Rate under this section. Commencing with the first (1 st ) Business Day of the first (1 st ) calendar month after the Initial Advance of principal under this Agreement, and continuing thereafter on the first (1 st ) Business Day of each succeeding calendar month, the Effective Rate on the outstanding One-Month LIBO Rate Portion under the Loan (i.e., all outstanding principal on such first (1 st ) Business Day which is not a Variable Rate Portion) shall be reset to the One-Month LIBO Rate, as determined by Administrative Agent on each such first (1 st ) Business Day.

(C)                                Selection of Variable Rate .  With respect to any Advance under this Agreement that bears interest at the Variable Rate, if Borrower desires to have such portion of the Loan continue to bear interest at the Variable Rate after the date of an Advance, or if Borrower otherwise desires to have any portion of the Loan bear interest at the Variable Rate at any other time, then Borrower shall deliver to the Administrative Agent, Wells Fargo Bank, N.A., Minneapolis Loan Center, 608 2 nd  Avenue South, 11th Floor, MAC N9303-10, Minneapolis, MN  55402-1916, or such other addresses as Administrative Agent shall designate, an original or facsimile notice (a “ Variable Rate Notice ”) no later than 1:00 P.M. (California time), not less than three (3) Business Days prior to end of the calendar month, which Variable Rate Notice shall specify the amount of principal Borrower desires to bear interest at the Variable Rate (which shall be a Variable Rate Portion).  Notwithstanding the preceding sentence, upon election of a Variable Rate in accordance with the foregoing, the Variable Rate Portion of the Loan shall thereafter bear interest at the Variable Rate unless and until Borrower thereafter sends written notice to Administrative Agent that Borrower elects to have such Variable Rate Portion bear interest at the One-Month LIBO Rate.

(ii)                                   During such time as a Default exists under this Agreement; or from and after the date on which all sums owing under the Notes become due and payable by acceleration or otherwise; or from and after the date on which the Collateral or any portion thereof or interest therein, is sold, transferred, mortgaged, assigned, or encumbered, whether voluntarily or involuntarily, or by operation of law or otherwise, without Administrative Agent’s prior written consent or not otherwise expressly permitted under the Loan Documents (whether or not the sums owing under the Notes become due and payable by acceleration); or from and after the Maturity Date, then at the option of Requisite Lenders in each case, the interest rate applicable to the then outstanding principal balance of the Loan shall be the Default Rate.

(iii)                                Recalculation of Interest Rate .  The parties understand that the Applicable Spread used in determining the Effective Rate at which interest accrues on the outstanding principal of the Loan shall be

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determined and/or adjusted from time-to-time based upon certain financial ratios and/or other information to be provided or certified to Administrative Agent by Borrower (the “ Borrower Information ”).  If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by Borrower) at the time it was delivered to Administrative Agent, and if the applicable interest rate calculated for any period was lower than it should have been had the correct information been timely provided, then, the Applicable Spread used in determining the Effective Rate for such period shall be automatically recalculated using the correct Borrower Information.  Administrative Agent shall promptly notify Borrower in writing of any additional interest due because of such recalculation, and Borrower shall pay to the Administrative Agent, for the account of each Lender as applicable, such additional interest within five (5) Business Days of receipt of such written notice.  Any recalculation of interest required by this provision shall survive termination of this Agreement and this provision shall not in any way limit any of Administrative Agent’s or any Lender’s other rights and remedies under this Agreement or any of the other Loan Documents.

(f)                                    One-Month LIBO Rate Taxes, Regulatory Costs and Reserve Percentages .

(i)                                      Upon Administrative Agent’s demand, Borrower shall pay to Administrative Agent for the account of each Lender, in addition to all other amounts which may be, or become, due and payable under this Agreement and the other Loan Documents, any and all One-Month LIBO Rate Taxes and Regulatory Costs, to the extent they are not internalized by calculation of an Effective Rate.  Further, at Administrative Agent’s option, the Effective Rate shall be automatically adjusted by adjusting the Reserve Percentage, as determined by Administrative Agent in its prudent banking judgment, from the date of imposition (or subsequent date selected by Administrative Agent) of any such Regulatory Costs.  Administrative Agent shall give Borrower notice of any One-Month LIBO Rate Taxes and Regulatory Costs as soon as practicable after their occurrence, but Borrower shall be liable for any One-Month LIBO Rate Taxes and Regulatory Costs regardless of whether or when notice is so given.

(ii)                                   In the event that any Lender incurs additional costs on account of any increased Regulatory Costs, changes in the Reserve Percentage, or capital adequacy requirements pursuant to Section 16.14(a) of this Agreement, and such Lender elects to have Borrower pay or reimburse it for such additional costs, Administrative Agent shall give Borrower thirty (30) days prior written notice thereof, with a reasonably detailed estimate of the amount of such additional costs.

(g)                                   One-Month LIBO Price Adjustment .  Borrower acknowledges that prepayment or acceleration of a One-Month LIBO Rate Portion during a One-Month LIBO Rate Period shall result in Lenders’ incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities.  Therefore, on the date a One-Month LIBO Rate Portion is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise (“ Price Adjustment Date ”), Borrower will pay Administrative Agent, for the account of each Lender (in addition to all other sums then owing to Lenders) an amount (“ One-Month LIBO Rate Price Adjustment ”) equal to the then present value of (i) the amount of interest that would have accrued on the One-Month

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LIBO Rate Portion for the remainder of the One-Month LIBO Rate Period at the One-Month LIBO Rate set on the first (1 st ) Business Day of the month in which such amount is prepaid or becomes due, less (ii) the amount of interest that would accrue on the same One-Month LIBO Rate Portion for the same period if the One-Month LIBO Rate were set on the Price Adjustment Date at the One-Month LIBO Rate in effect on the Price Adjustment Date.  The present value shall be calculated by the Administrative Agent, for the benefit of the Lenders, using as a discount rate the One-Month LIBO Rate quoted on the Price Adjustment Date.

(h)                                  Purchase, Sale and Matching of Funds .  Borrower understands, agrees and acknowledges the following: (a) Lenders have no obligation to purchase, sell and/or match funds in connection with the use of a One-Month LIBO Rate as a basis for calculating an Effective Rate or One-Month LIBO Rate Price Adjustment; (b) a One-Month LIBO Rate is used merely as a reference in determining an Effective Rate and One-Month LIBO Rate Price Adjustment; and (c) Borrower has accepted a One-Month LIBO Rate as a reasonable and fair basis for calculating an Effective Rate and a One-Month LIBO Rate Price Adjustment.  Borrower further agrees to pay the One-Month LIBO Rate Price Adjustment, One-Month LIBO Rate Taxes and Regulatory Costs, if any, whether or not any Lender elects to purchase, sell and/or match funds.

(i)                                      Usury .  It is expressly stipulated and agreed to be the intent of Borrower and Lenders at all times to comply strictly with the applicable Texas law governing the maximum rate or amount of interest payable on the Notes or the Related Indebtedness (or applicable United States federal law to the extent that it permits Lenders to contract for, charge, take, reserve or receive a greater amount of interest than under Texas law).  Accordingly, if applicable law (or any judicial interpretation thereof) renders usurious any amount (i) contracted for, charged, taken, reserved or received pursuant to the Notes, any of the other Loan Documents or any other communication or writing by or between Borrower and Lenders related to the transaction or transactions that are the subject matter of the Loan Documents, (ii) contracted for, charged or received by reason of Lenders’ exercise of the option to accelerate the maturity of the Notes and/or the Related Indebtedness, or (iii) Borrower will have paid or Lenders will have received by reason of any voluntary prepayment by Borrower of the Notes and/or the Related Indebtedness, then it is Borrower’s and Lenders’ express intent that all amounts charged in excess of the Maximum Lawful Rate shall be automatically cancelled, ab initio, and all amounts in excess of the Maximum Lawful Rate theretofore collected by Lenders shall be credited on the principal balance of the Notes and/or the Related Indebtedness (or, if the Notes and all Related Indebtedness have been or would thereby be paid in full, refunded to Borrower), and, to the fullest extent permitted under applicable law, the provisions of the Notes and the other Loan Documents immediately be deemed reformed and the amounts thereafter collectible hereunder and thereunder reduced, without the necessity of the execution of  any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder and thereunder; provided, however, if the Notes have been paid in full before the end of the stated term of the Notes, then Borrower and Lenders agree that Lenders shall either refund such excess interest to Borrower and/or credit such excess interest against the Notes and/or any Related Indebtedness then owing by Borrower to Lenders.  To the fullest extent permitted under applicable law, Borrower hereby agrees that as a condition precedent to any claim seeking usury penalties against Lenders, Borrower will provide written notice to Lenders, advising Lenders in reasonable detail of the nature and amount of the violation, and Lenders shall have sixty (60) days after receipt of such notice in which to correct such usury violation, if any, by either refunding such excess interest to Borrower or crediting such excess interest against the Notes and/or the Related Indebtedness then owing by Borrower to Lenders.  All sums contracted for, charged or received by Lenders for the use, forbearance or detention of any debt evidenced by the Notes and/or the Related Indebtedness shall, to the extent permitted by applicable law, be amortized or spread, using the actuarial method, throughout the stated term of the Notes and/or the Related Indebtedness (including any and all renewal and extension periods) until payment in full so that the rate or amount of interest on account of the Notes and/or the Related Indebtedness does not exceed the Maximum Lawful Rate from time to time in effect and applicable to the Notes and/or the Related Indebtedness for so long as debt is outstanding.  In no

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event shall the provisions of Chapter 346 of the Texas Finance Code (which regulates certain revolving credit loan accounts and revolving triparty accounts) apply to the Notes and/or the Related Indebtedness.  Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, it is not the intention of Lenders to accelerate the maturity of any interest that has not accrued at the time of such acceleration or to collect unearned interest at the time of such acceleration.  To the fullest extent permitted under applicable law, Borrower and Lenders hereby agree that any and all suits alleging the contracting for, charging or receiving of usurious interest shall lie in Dallas County, Texas, and each irrevocably waive the right to venue in any other county.  To the extent that Lenders are relying on Chapter 303 of the Texas Finance Code to determine the Maximum Lawful Rate payable on the Notes and/or the Related Indebtedness, Lenders will utilize the weekly ceiling from time to time in effect as provided in such Chapter 303, as amended.  To the extent United States federal law permits Lenders to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law, Lenders will rely on United States federal law instead of such Chapter 303 for the purpose of determining the Maximum Lawful Rate.  Additionally, to the extent permitted by applicable law now or hereafter in effect, Lenders may, at its option and from time to time, utilize any other method of establishing the Maximum Lawful Rate under such Chapter 303 or under other applicable law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in effect.

2.9                                PAYMENTS .

(a)                                  Manner and Time of Payment .  All payments of principal, interest and fees hereunder payable to Administrative Agent or the Lenders shall be made without condition or reservation of right and free of set-off or counterclaim, in Dollars and by wire transfer (pursuant to Administrative Agent’s written wire transfer instructions) of immediately available funds, to Administrative Agent, for the account of each Lender as applicable, not later than 11:00 A.M. (San Francisco, California time) on the date due; and funds received by Administrative Agent after that time and date shall be deemed to have been paid on the next succeeding Business Day.

(b)                                  Payments on Non-Business Days .  Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is not a Business Day, payments shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder and of any fees due under this Agreement, as the case may be.

(c)                                   Voluntary Prepayment .  Borrower may, upon not less than three (3) Business Days’ prior written notice to Administrative Agent not later than 11:00 A.M. (San Francisco, California time) on the date given, at any time and from time to time, prepay all or any portion of the Loan without penalty, except as otherwise expressly set forth in this Section 2.9(c) .  Any notice of prepayment given to Administrative Agent under this Section 2.9(c) shall specify the date of prepayment and the principal amount of the prepayment.  Any such prepayment shall be accompanied by any additional amounts required to be paid hereunder (e.g., “LIBOR breakage costs”, which term, for all purposes of this Agreement, includes any One-Month LIBO Rate Price Adjustment) and termination payments under any Secured Rate Contract.  Amounts prepaid shall be applied first to any portion of the Loan that is not subject to a Secured Rate Contract, if any.  Any principal balance reduction shall reduce Lenders’ Commitment by a like amount, and any such amounts repaid by Borrower may not be reborrowed.

2.10                         FIRST OPTION TO EXTEND .  Borrower shall have the option to extend the term of the Loan from the Original Maturity Date to the First Extended Maturity Date, upon satisfaction of each of the following conditions precedent:

(a)                                  Borrower shall provide Administrative Agent with written notice of Borrower’s request to exercise the First Option to Extend not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the Original Maturity Date;

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(b)                                  As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default nor Potential Default shall have occurred and be continuing, and Borrower shall so certify in writing;

(c)                                   Borrower shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the First Option to Extend and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Administrative Agent;

(d)                                  There shall have occurred no material adverse change, as determined by Administrative Agent in its reasonable discretion, in the financial condition of Borrower or any Guarantor from that which existed on the Effective Date;

(e)                                   Final Completion of all Improvements shall have occurred and Borrower shall have delivered to Administrative Agent copies of all applicable certificates of occupancy and any other required occupancy permit(s);

(f)                                    Borrower shall have provided Administrative Agent evidence reasonably satisfactory to Administrative Agent that not less than eighty-five percent (85%) of the net rentable square feet of the Improvements comprised within the Property and Improvements (exclusive of the space occupied or leased by Macy’s and Dillard’s) are leased pursuant to Approved Leases, with tenants in occupancy of their respective leased premises thereunder;

(g)                                   The Property and Improvements shall have achieved a Debt Service Coverage Ratio of not less than 1.15:1.0 as of the Determination Date immediately preceding the Original Maturity Date; provided, however, in the event the Property and Improvements do not meet such Debt Service Coverage Ratio, then Borrower may pay down the outstanding principal balance of the Loan on or before the Original Maturity Date such that said Debt Service Coverage Ratio may be met, and any principal balance reduction by Borrower pursuant to this Section 2.10(g) shall reduce Lenders’ ongoing aggregate commitment under the Loan by a like amount;

(h)                                  Administrative Agent shall have received an Appraisal of the Property, prepared at Borrower’s sole cost and expense, showing a Loan-to-Value Ratio of no more than sixty -five percent (65%), based on the “as-is” value of the Property and Improvements; provided, however, in the event such fair market value is not adequate to meet the required Loan-to-Value Ratio, then Borrower may pay down the outstanding principal balance of the Loan prior to the Original Maturity Date by an amount such that said Loan-to-Value Ratio is met in order to satisfy this condition.  The valuation date of such Appraisal shall be within ninety (90) days of the Original Maturity Date.  Any principal balance reduction by Borrower pursuant to this Section 2.10(h) shall reduce Lenders’ ongoing aggregate commitment under the Loan by a like amount; and

(i)                                      On or before the Original Maturity Date, Borrower shall pay to Administrative Agent an extension fee in an amount equal to twenty one-hundredths of one percent (.20%) of the sum of (i) the then outstanding principal balance of the Loan and (ii) the aggregate remaining amount of any Commitments which Lenders remain obligated to disburse under this Agreement, such fee to be distributed to the Lenders to the extent and in the amounts determined by Administrative Agent, in its sole discretion.

Except as modified by this First Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Administrative Agent and the Lenders shall remain unmodified and in full force and effect.  Without limiting the foregoing, in the event the Maturity Date is extended to the First Extended Maturity Date pursuant to the First Option to Extend, then commencing on the first (1 st ) Due Date of the first (1 st ) month following the Original Maturity Date and continuing on each Due Date of each month thereafter during the period of the First Option to Extend, Borrower shall pay a monthly payment of principal in an amount equal to the average of the principal portion of the monthly amortization payment on the then outstanding

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principal of the Loan that would be repaid over the first 12 months of a 30 year mortgage amortization schedule, calculated using a per annum interest rate equal to six percent (6%), which monthly principal installments shall be in addition to the monthly payments of accrued interest due and payable under the Note.

2.11                         SECOND OPTION TO EXTEND .  Borrower shall have the option to extend the term of the Loan from the First Extended Maturity Date to the Second Extended Maturity Date, upon satisfaction of each of the following conditions precedent:

(a)                                  Borrower shall provide Administrative Agent with written notice of Borrower’s request to exercise the Second Option to Extend not more than one hundred twenty (120) days but not less than forty-five (45) days prior to the First Extended Maturity Date;

(b)                                  As of the date of Borrower’s delivery of notice of request to exercise the Second Option to Extend, and as of the First Extended Maturity Date, no Default nor Potential Default shall have occurred and be continuing, and Borrower shall so certify in writing;

(c)                                   Borrower shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the Second Option to Extend and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Administrative Agent;

(d)                                  There shall have occurred no material adverse change, as determined by Administrative Agent in its reasonable discretion, in the financial condition of Borrower or any Guarantor from that which existed on the Effective Date;

(e)                                   Borrower shall have previously extended the Maturity Date from the Original Maturity Date to the First Extended Maturity Date pursuant to and in accordance with Section 2.10 hereof;

(f)                                    Borrower shall have provided Administrative Agent evidence reasonably satisfactory to Administrative Agent that not less than eighty-five percent (85%) of the net rentable square feet of the Improvements comprised within the Property and Improvements (exclusive of the space occupied or leased by Macy’s and Dillard’s) are leased pursuant to Approved Leases, with tenants in occupancy of their respective leased premises thereunder;

(g)                                   The Property and Improvements shall have achieved a Debt Service Coverage Ratio of not less than 1.15:1.0 as of the Determination Date immediately preceding the First Extended Maturity Date; provided, however, in the event the Property and Improvements do not meet such Debt Service Coverage Ratio, then Borrower may pay down the outstanding principal balance of the Loan on or before the First Extended Maturity Date such that said Debt Service Coverage Ratio may be met, and any principal balance reduction by Borrower pursuant to this Section 2.11(g) shall reduce Lenders’ ongoing aggregate commitment under the Loan by a like amount;

(h)                                  Administrative Agent shall have received an Appraisal of the Property, prepared at Borrower’s sole cost and expense, showing a Loan-to-Value Ratio of no more than sixty -five percent (65%), based on the “as-is” value of the Property and Improvements; provided, however, in the event such fair market value is not adequate to meet the required Loan-to-Value Ratio, then Borrower may pay down the outstanding principal balance of the Loan prior to the First Extended Maturity Date by an amount such that said Loan-to-Value Ratio is met in order to satisfy this condition.  The valuation date of such Appraisal shall be within ninety (90) days of the First Extended Maturity Date.  Any principal balance reduction by Borrower pursuant to this Section 2.11(h) shall reduce Lenders’ ongoing aggregate commitment under the Loan by a like amount; and

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(i)                                      On or before the First Extended Maturity Date, Borrower shall pay to Administrative Agent an extension fee in an amount equal to twenty one-hundredths of one percent (.20%) of the sum of (i) the then outstanding principal balance of the Loan and (ii) the aggregate remaining amount of any Commitments which Lenders remain obligated to disburse under this Agreement, such fee to be distributed to the Lenders to the extent and in the amounts determined by Administrative Agent, in its sole discretion.

Except as modified by this Second Option to Extend, the terms and conditions of this Agreement and the other Loan Documents as modified and approved by Administrative Agent and the Lenders shall remain unmodified and in full force and effect.  Without limiting the foregoing, in the event the Maturity Date is extended to the Second Extended Maturity Date pursuant to the Second Option to Extend, then Borrower shall continue to pay monthly payments of principal in an amount equal to the average of the principal portion of the monthly amortization payment on the then outstanding principal of the Loan that would be repaid over the first 12 months of a 30 year mortgage amortization schedule, calculated using a per annum interest rate equal to six percent (6%), which monthly principal installments shall be in addition to the monthly payments of accrued interest due and payable under the Note.

2.12                         FULL REPAYMENT AND RECONVEYANCE .  Upon receipt of all sums owing and outstanding under the Loan Documents, and the full performance of all other obligations secured by the Security Instrument, Administrative Agent shall reconvey, satisfy or release the Property and Improvements from the lien of the Security Instrument and terminate any assignment of leases and rents or UCC-financing statements related to the Collateral; provided, however, that all of the following conditions shall be satisfied at the time of, and with respect to, such reconveyance, satisfaction or release: (a) Administrative Agent shall have received all escrow, closing and recording costs, the costs of preparing and delivering such reconveyance, satisfaction or release, the payment of any and all sums then due and payable under the Loan Documents, and the full payment and performance of all other obligations secured by the Security Instrument, including, without limitation, those set forth in the Note and the Security Instrument; and (b) Administrative Agent shall have received a written release satisfactory to Administrative Agent of any set aside letter, letter of credit or other form of undertaking which Administrative Agent has issued to any surety, governmental agency or any other party in connection with the Loan and/or the Property.  Lenders obligation to make further disbursements under the Loan shall terminate as to any portion of the Loan undisbursed as of the date of issuance of such reconveyance, satisfaction or release, and any commitment of Lenders to lend any undisbursed portion of the Loan shall be cancelled.  Any repayment shall be without prejudice to Borrower’s obligations under any Swap Agreement, which shall remain in full force and effect subject to the terms of such Swap Agreement (including provisions that may require a reduction, modification or early termination of a swap transaction, in whole or in part, in the event of such repayment, and may require Borrower to pay any fees or other amounts for such reduction, modification or early termination), and no such fees or amounts shall be deemed a penalty hereunder or otherwise.

2.13                         LENDERS’ ACCOUNTING .  Administrative Agent shall maintain a loan account (the “ Loan Account ”) on its books in which shall be recorded (a) the names and addresses and the Pro Rata Shares of the commitment of each of the Lenders, and principal amount of the Loan owing to each Lender from time to time, and (b) all repayments of principal and payments of accrued interest, as well as payments of fees required to be paid pursuant to this Agreement.  All entries in the Loan Account shall be made in accordance with Administrative Agent’s customary accounting practices as in effect from time to time.  Monthly or at such other interval as is customary with Administrative Agent’s practice, Administrative Agent will render a statement of the Loan Account to Borrower and will deliver a copy thereof to each Lender.  Each such statement shall be deemed final, binding and conclusive upon Borrower in all respects as to all matters reflected therein (absent manifest error).

2.14                         PARTIAL RELEASES .  At any time prior to the Maturity Date of the Loan, Administrative Agent shall, at Borrower’s request, issue partial releases of the Security Instrument (“ Partial Releases ”) covering those portions of the Property identified on the Site Plan as (x) a “Future Development Parcel”, and consisting of eight (8) different lots described on Exhibit A-1 attached hereto and made a part hereof

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for all purposes and/or (y) the Future Anchor Parcel (each, a “ Release Parcel ”); provided, however, that prior to or simultaneously with each such Partial Release of a Release Parcel, each and every one of the following conditions shall be satisfied:

(a)                                  No Default shall exist under the Loan Documents, or would exist with notice or passage of time, or both;

(b)                                  Final Completion of all Improvements shall have occurred;

(c)                                   The Property and Improvements shall have achieved a Debt Service Coverage Ratio of not less than 1.15:1.0, using a Determination Date ending on the calendar quarter immediately preceding the partial release in question;

(d)                                  If requested by Administrative Agent, Administrative Agent shall have received a current Appraisal of the Property and Improvements (i.e., dated within 90 days of the partial release in question), prepared at Borrower’s sole cost and expense, showing a Loan-to-Value Ratio of no more than sixty-five percent (65%), based on the “as-is” value of the Property and Improvements;

(e)                                   Borrower shall pay all escrow, closing and recording costs, the costs of preparing and delivering such partial release, and the cost of any title insurance endorsements to the Title Policy required by Administrative Agent, including, without limitation, a partial release endorsement.

(f)                                    Administrative Agent shall have received evidence reasonably satisfactory to Administrative Agent that:  (i) the portion of the Property to be released and the portion of the Property which shall remain encumbered by the Security Instrument (the “ Remaining Property ”) are each legal parcels lawfully created in compliance with all applicable Requirements of Law and ordinances pertaining to subdivisions, parcel maps, condominiums or other land divisions and, at Borrower’s sole cost, Administrative Agent shall have received any title insurance endorsements to that effect requested by Administrative Agent and available in Nevada; and (ii) that the Remaining Property (which shall remain encumbered by the Security Instrument) has the benefit of all utilities, easements, public and/or private streets, covenants, conditions and restrictions as may be reasonably necessary, in Administrative Agent’s opinion, for the anticipated development and improvement thereof.  Without limiting the foregoing, Administrative Agent shall have received evidence satisfactory to Administrative Agent in its reasonable discretion that the Remaining Property and all Improvements thereon continue to be in compliance with the COREA and all other restrictive covenants and encumbrances on the Remaining Property, and all applicable Requirements of Law, including without limitation, confirmation that the Remaining Property will continue to have sufficient parking, after giving effect to such partial release, such that the Remaining Property will continue to be in compliance with all applicable Requirements of Law, the COREA and all other restrictive covenants and encumbrances on the Remaining Property;

(g)                                   Administrative Agent shall have received a written release satisfactory to Administrative Agent of any set aside letter, letter of credit or other form of undertaking which Administrative Agent has issued to any surety, governmental agency or any other party in connection with the Release Parcel, if any.

(h)                                  Administrative Agent shall have received evidence satisfactory to Administrative Agent that any tax, bond or assessment which constitutes a lien against the Property and Improvements has been properly allocated between the Release Parcel which is the subject of the Partial Release and the Remaining Property.

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(i)                                      Notwithstanding the foregoing or anything to the contrary contained in this Agreement, the partial release of the Future Anchor Parcel is further subject to the condition that, if the Future Anchor Parcel is to be developed as a department store, Borrower shall obtain agreements acceptable to Administrative Agent from a department store of a quality substantially similar to Macy’s and Dillard’s (a “ Future Anchor Store ”) to open and operate a store on the Future Anchor Parcel, including without limitation, an operating covenant to operate a department store on the Future Anchor Parcel that expires no sooner than the later of the expiration of the operating covenant of Macy’s or the expiration of the operating covenant of Dillard’s, and otherwise is reasonably acceptable to Administrative Agent.  In the alternative to obtaining a partial release of the Future Anchor Parcel, Borrower may ground lease the Future Anchor Parcel to a Future Anchor Store or other ground lease, subject to Administrative Agent’s review and approval of such ground lease, such approval not to be unreasonably withheld, and which ground lease shall be subject to the assignment of leases and rents contained in the Security Instrument and Administrative Agent shall, upon request of Borrower, sign a Subordination, Nondisturbance and Attornment Agreement in form and substance acceptable to Administrative Agent in favor of the tenant under such ground lease.

(j)                                     The issuance of any Partial Release by Administrative Agent shall not affect Borrower’s obligation to repay all amounts owing under the Loan Documents or under the lien of the Security Instrument on the Remaining Property. Upon the consummation of a partial release of a Release Parcel, as evidenced by the recordation of a partial release executed by Administrative Agent covering such Release Parcel, the Release Parcel in question shall cease to be included in the definition of “Property” for the purposes of this Agreement and the other Loan Documents.

2.15                         TAXES .

(a)                                  Applicable Laws .  For purposes of this Section, the term “ Applicable Law ” includes FATCA.

(b)                                  Payments Free of Taxes .  Any and all payments by or on account of any obligation of Borrower or any other Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law.  If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by Borrower or other applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)                                   Payment of Other Taxes by Borrower .  Borrower and the other Loan Parties shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)                                  Indemnification by Borrower .  Borrower shall (to the extent Borrower has not paid such amounts in accordance with Section 2.15(b) above), indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to

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Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(e)                                   Indemnification by the Lenders .  Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower or another Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes or remitted such Taxes to the applicable Governmental Authorities, and without limiting the obligation of Borrower and the other Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 16.13 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this subsection.

(f)                                    Evidence of Payments .  As soon as practicable after any payment of Taxes by Borrower or any other Loan Party to a Governmental Authority pursuant to this Section, Borrower or such other Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)                                   Status of Lenders .

(i)                                      Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in the immediately following clauses (ii)(A), (ii)(B) and (ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii)                                   Without limiting the generality of the foregoing, in the event that Borrower is a U.S. Person:

(A)                                any Lender that is a U.S. Person shall deliver to Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), 2 executed originals of IRS Form W-9 (or any successor form)

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certifying that such Lender is exempt from U.S. federal backup withholding tax;

(B)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), whichever of the following is applicable:

(I)                                    in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(II)                               executed originals of IRS Form W-8ECI;

(III)                          in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Internal Revenue Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, a “10 percent shareholder” of Borrower within the meaning of Section 881(c)(3)(B) of the Internal Revenue Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BEN; or

(IV)                           to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit G-3 , IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner;

(C)                                any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrower or the Administrative Agent), executed originals of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed,

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together with such supplementary documentation as may be prescribed by Applicable Law to permit Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(D)                                if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by Borrower or the Administrative Agent as may be necessary for Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)                                  Treatment of Certain Refunds .  If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant to this Section 2.15 , it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)                                      Survival .  Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

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ARTICLE 3.  DISBURSEMENT

3.1                                CONDITIONS PRECEDENT .  Administrative Agent’s and Lenders’ obligation to make the Initial Advance or any other Advance or disbursements or take any other action under the Loan Documents shall be subject at all times to satisfaction of each of the following conditions precedent  (in addition to those set forth in any other applicable provision hereof):

(a)                                  There shall exist no Default or Potential Default, as defined in this Agreement, or Default as defined in any of the other Loan Documents or in the Other Related Documents.

(b)                                  Receipt and approval by Administrative Agent of an executed original of this Agreement, each of the Loan Documents, the Other Related Documents and any and all other documents, instruments, policies and forms of evidence or other materials which are required pursuant to this Agreement or any of the other Loan Documents or as otherwise required by Administrative Agent, each in form and content acceptable to Administrative Agent.

(c)                                   Any undisbursed Loan funds together with all sums, if any, to be provided by Borrower as shown in Exhibit C shall be at all times equal to or greater than the amount which Administrative Agent from time to time determines is necessary to:  (i) pay, through Final Completion of the Improvements, all costs of development, construction, marketing and leasing of the Property and Improvements in accordance with the Loan Documents; (ii) pay all sums which may accrue under the Loan Documents prior to repayment of the Loan; and (iii) enable Borrower to perform and satisfy all of the covenants of Borrower contained in the Loan Documents.  If Administrative Agent determines at any time that the undisbursed Loan funds are insufficient for said purposes, Borrower shall deposit the amount of such deficiency in the Borrower’s Funds Account in the form of cash within fourteen (14) days of Administrative Agent’s written demand, and in all events prior to any further disbursements under the Loan.

(d)                                  Administrative Agent shall have received and approved in form and substance satisfactory to Administrative Agent:  (i) a soils report for the Property and Improvements; (ii) an environmental questionnaire and environmental site assessment with respect to the presence, if any, of Hazardous Materials on the Property and Improvements; (iii) two sets of the Plans and Specifications, certified as complete by the Architect, together with evidence of all necessary or appropriate approvals of governmental agencies; (iv) copies of all agreements which are material to completion of the Improvements; and (v) copies of all building permits and Permits then required under any applicable Requirements of Law in connection with the development of the Property and Improvements.

(e)                                   The Security Instrument shall be a valid Lien upon the Property and be prior and superior to all other Liens thereon except the Permitted Liens.

(f)                                    Administrative Agent shall have received the Title Policy covering the Property and surveys of the Property in form and substance acceptable to Administrative Agent.

(g)                                   Lenders shall have no obligation to disburse any Loan proceeds until Administrative Agent has received evidence satisfactory to Administrative Agent that Borrower has used all of the Borrower’s Equity to pay for the costs of acquisition of the Property and development and construction of the Improvements in accordance with the Disbursement Budget.

(h)                                  With respect to the Initial Advance, Administrative Agent shall have received tenant estoppel letters and subordination, nondisturbance and attornment agreements from such tenants of the Property as may be required by Administrative Agent, which shall be in form and content satisfactory to Administrative Agent.  Without limiting the foregoing, Administrative Agent shall have received evidence satisfactory to Administrative Agent that (i) each of the Anchor Agreements shall be in full force and effect, (ii) the executed Approved Leases are on economic

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terms that are not materially less favorable in the aggregate than as disclosed to Administrative Agent as noted on Borrower’s proforma statement dated November 5, 2013 previously delivered to Administrative Agent, and (iii) Borrower has obtained fully executed Approved Leases for not less than the following:  (1) fifty percent (50%) of the leasable ground floor space in the Fashion Center, excluding the space covered by the Macy’s Lease and the space in the store owned by Dillard’s, of which no more than 176,388 square feet shall be comprised of in-line shop and restaurant space, (2) fifty percent (50%) (or 100,827 square feet) of the leasable area in the Market Center junior anchor space, and (3) fifty percent (50%) (or 38,409 square feet) of the leasable area in the Market Center in-line shop and restaurant space.

(i)                                      Borrower shall have delivered to Administrative Agent (i) a request for the Advance (a “ Request for Advance ”), (ii) a copy of Contractor’s application for payment to Borrower, signed by Architect and confirmed by the Independent Inspecting Architect, on AIA Forms G702 and G703/G703A or other forms acceptable to Administrative Agent, (iii) if requested by Administrative Agent, paid invoices or receipts and unconditional statutory lien waivers for all construction work and costs included in the previous Request for Advance, and evidence reasonably satisfactory to Administrative Agent that all prior Advances have been used for purposes described in this Agreement and in accordance with the Disbursement Budget; (iv) a down date endorsement to the Title Policy, in form and substance reasonably acceptable to Administrative Agent, confirming that no mechanic’s or materialmen’s liens have been filed against the Property and Improvements, or that any such liens have been bonded over in accordance with Applicable Laws and otherwise to Administrative Agent’s reasonable satisfaction such that such liens are not an encumbrance on the Property and Improvements; (v) if requested by Administrative Agent, evidence that any inspection required by any Governmental Authority has been completed with results satisfactory to that Governmental Authority and a detailed itemization of the Construction Agreement and allocated costs of any work to be performed thereunder on AIA Form G702 or such other forms as may be acceptable to Administrative Agent, (vi) a true and correct current statement of all obligations incurred for labor performed and materials ordered or delivered, and (vii) such certifications of job progress, in form reasonably satisfactory to Administrative Agent, as Administrative Agent may request.  In this regard, Administrative Agent shall have the right to inspect all books, records and accounts relating to such work, and may, at its option, require execution by Borrower, Development Manager and any contractors, subcontractors, laborers and materialmen of such affidavits, endorsements and releases as Administrative Agent deems necessary.

(j)                                     Lenders shall not be obligated to disburse the retainage withheld by Lenders under Section 3.4 hereof until Final Completion of all Improvements has been achieved.

(k)                                  The representations and warranties of Borrower contained in this Agreement shall be true and correct in all material respects.

(l)                                      Administrative Agent shall have received evidence acceptable to Administrative Agent that each Loan Party is in existence and in good standing in its state of formation, and that Borrower is duly registered to transact business in the State of Nevada.

(m)                              As to the Initial Advance only, Borrower has delivered to Administrative Agent, at Borrower’s expense, an opinion of legal counsel in form and content satisfactory to Administrative Agent to the effect that:  (a) upon due authorization, execution and recordation or filing as may be specified in the opinion, each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the makers thereof in accordance with their respective terms; (b) Borrower is duly formed and has all requisite authority to enter into the Loan Documents; and (c) as to such other matters, incident to the transactions contemplated hereby, as Administrative Agent may reasonably request.

(n)                                  Administrative Agent shall have received from each Lender such Lender’s Pro Rata Share of such disbursement.

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3.2                                BORROWER’S ACCOUNT, PLEDGE AND ASSIGNMENT, AND DISBURSEMENT AUTHORIZATION .  The proceeds of the Loan (and if applicable, funds in any other accounts referenced in this Agreement, to the extent that Administrative Agent has control over disbursements from such accounts (the “ Controlled Accounts ”)), and, except as otherwise provided in this Agreement, shall be deposited into the Borrower’s Account or otherwise disbursed to or for the benefit or account of Borrower under the terms of this Agreement, and any Borrower’s Funds shall be deposited into the Borrower’s Funds Account; provided, however, that any direct disbursements from the Loan which are made by means of wire transfer shall be subject to the provisions of Section 3.3 below and the Disbursement Instruction Agreement attached hereto as Exhibit F , as amended or replaced from time to time in accordance with the terms thereof.  As additional security for Borrower’s performance under the Loan Documents, Borrower hereby irrevocably pledges and assigns to Administrative Agent, for the benefit of the Lenders, all monies at any time deposited in the Borrower’s Account, Borrower’s Funds Account, the Controlled Accounts, all Borrower’s Funds and all Account Funds.

3.3                                DISBURSEMENTS .  Borrower hereby authorizes Administrative Agent to disburse the proceeds of the Loan made by Lenders or their affiliates pursuant to the Loan Documents as requested by an authorized representative of Borrower, and if applicable, funds in any Controlled Accounts, in accordance with the terms of  the Loan Documents and the terms of the Disbursement Instruction Agreement attached hereto as Exhibit F , as amended or replaced from time to time in accordance with the terms thereof.

3.4                                LOAN DISBURSEMENTS .  Subject to all conditions precedent set forth above, the proceeds of the Loan and any Borrower’s Funds shall be disbursed in accordance with the Disbursement Budget attached hereto as Exhibit C , to pay for costs of construction actually incurred, subject to a ten percent (10%) retention for any hard costs or any other costs that could result in a lien on the Property and Improvements, by deposit into the Borrower’s Account.  In no event will Lenders make disbursements (i) more frequently than monthly, or (ii) in excess of the percentage of construction completed.  The maximum amount of Advances which Borrower may request for the Improvements or for any component or phase thereof shall be as set forth in the Disbursement Budget.  Lenders shall not be obligated to disburse Loan proceeds for the payment of any cost if the amount of such cost, together with the amounts of other costs included within the same “line-item” in the Disbursement Budget for which requests for Advances have previously been submitted and approved, exceeds the amount set forth in the Disbursement Budget for such line-item, unless Borrower furnishes to Administrative Agent documentary evidence satisfactory to Administrative Agent that any such excess cost is offset by a reduction, in nature satisfactory to Administrative Agent, of at least an equal amount in another line-item in the Disbursement Budget, and Administrative Agent approves a revision to the Disbursement Budget.  At Administrative Agent’s option, disbursements of Loan proceeds may be made directly to Lenders for the payment of interest which accrues and becomes due under the Notes, if and to the extent the Disbursement Budget includes a line-item for Advances from the Interest Reserve.  At Administrative Agent’s option, Administrative Agent’s and/or Lenders may make disbursements to cover any expenses or charges which are to be borne by Borrower, including but not limited to, the cost of any required legal fees, appraisals, inspections, certifications or surveys.  At Administrative Agent’s sole option, disbursements of Loan proceeds may be made by payment to Borrower or jointly to Borrower and any contractor, subcontractor, supplier, or other person performing work or furnishing materials in connection with the construction of the Improvements.  All disbursements shall be applied by Borrower solely for the purposes for which the funds have been disbursed.  All disbursements shall be made first from Borrower’s Funds and then from available Loan funds.  The Loan shall bear interest and be repaid in accordance with the provisions of the Loan Documents.  If the outstanding principal balance of the Loan ever exceeds the maximum loan amount described in this Agreement, then all such amounts shall nonetheless be evidenced by the Notes, guaranteed by the Guaranty and secured by the Security Instrument; however, Borrower shall, within five (5) business days after Administrative Agent’s demand or Borrower’s earlier discovery of such Advance, pay to Administrative Agent, for the benefit of the Lenders, an amount equal to such excess principal amount and accrued but unpaid interest thereon.  All Requests for Advances shall clearly identify any amounts requested for payment to a Related Person.  As used in this Agreement, “ Related Person ” means each Guarantor and any insider or affiliate (or insider or affiliate of any such insider or affiliate) of Borrower, determined by assuming that:  (a) Borrower or such Guarantor or other affiliate or insider was a

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debtor at the time of determination of Related Person status; and (b) the terms “affiliate”, “insider” and “debtor” have the meanings provided for those terms by Section 101 of the federal Bankruptcy Code.  Unless expressly set forth in the then effective Disbursement Budget or this Agreement, no developer’s, management, consulting or brokerage fee or commission, developer profit or other payment to any Related Person will be paid directly or indirectly from any proceeds of the Loan without Administrative Agent’s prior written approval.

3.5                                TENANT IMPROVEMENT/LEASING COMMISSION ADVANCES .  Borrower shall be entitled to receive aggregate Advances, not to exceed the amounts set forth in the “Tenant Improvements” and “Leasing Commissions” line items, respectively, of the Disbursement Budget, for the payment of the cost of Tenant Improvement and Leasing Commissions incurred in leasing space within the Property and Improvements; provided, however, that no Advances for Tenant Improvements or Leasing Commissions will be made with respect to a given Lease unless such Lease is an Approved Lease.  Advances may be obtained by submitting to Administrative Agent a draw request otherwise complying with this Agreement, specifying the amount requested and the cost or costs to be paid with the requested funds, together with such supporting invoices, lien waivers, certificates, affidavits and other supporting documents as Administrative Agent may reasonably request.  Subject to Section 11.12 below, Borrower may enter into such agreements for the payment of leasing commissions as Borrower may elect (provided that such agreements are subordinate to the Security Instrument), but Advances for the payment of Leasing Commissions with respect to a particular Lease shall be disbursed to Borrower as follows (subject to the satisfaction of the other terms and conditions to funding Advances set forth in this Agreement):  (a) fifty percent (50%) upon execution of the Lease; and (b) fifty percent (50%) upon delivery to Administrative Agent of an acceptable estoppel certificate signed by the tenant following the tenant’s occupancy and opening for business.

3.6                                WITHHOLDING OF ADVANCES; RETENTION .  Administrative Agent may withhold Advances under the following circumstances, in addition to the circumstances described in Sections 13.2 and 13.7 hereof:

(a)                                  Administrative Agent may withhold any Advance if the request therefor is not accompanied by executed statutory lien waivers for all lienable work done, equipment leased and materials supplied through the date of the immediately preceding Request for Advance.

(b)                                  Ten percent (10%) of each Advance shall be retained by Administrative Agent until (i) Architect has certified, and the Independent Inspecting Architect has confirmed, on AIA Form G704 or other appropriate form, that the relevant Improvements have been substantially completed in accordance with the Plans and Specifications in accordance with that certain Section 4.1 hereof; and (ii) each applicable Governmental Authority shall have duly inspected and approved the relevant Improvements and issued the appropriate permit, license or certificate to evidence such approval.  The retainage portion of each Advance for labor, services and/or material will be disbursed following such timely completion of the Improvements in question unless Administrative Agent, in its sole discretion, agrees to disbursements at an earlier stage.

(c)                                   Any one or more Advances may be withheld in whole or in part if Administrative Agent determines that the requested Advance(s) would cause the amount committed or advanced to exceed the limitations set forth in the then effective Disbursement Budget or the limitations in Section 3.4 hereof.

3.7                                DEVELOPER’S FEES .  The developer’s fees included in the Disbursement Budget shall be disbursed on a percentage of completion basis, subject to the satisfaction of the other terms and conditions to funding Advances set forth in this Agreement.

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ARTICLE 4.  IMPOUNDS

4.1                                TAX IMPOUND .  Following the occurrence of a Default, or at any time during the existence of a Cash Trap Event Period, at Administrative Agent’s option and election, Borrower shall deposit into the Tax Impound Account (collectively, “ Tax Impound ”), on each Due Date, an amount estimated from time to time by Administrative Agent, in its reasonable discretion, to be sufficient to pay the taxes, assessments and other similar ad valorem liabilities payable by Borrower under the Loan Documents with respect to the Property (collectively, “ Impositions ”) at least thirty (30) days prior to each date on which Impositions become delinquent (“ Delinquency Date ”).  Administrative Agent shall provide Borrower with the initial estimated monthly amount to be deposited by Borrower for Impositions on each Due Date, and Borrower shall thereafter deposit such amount with Administrative Agent on each Due Date in addition to all other amounts owed to Administrative Agent and Lenders on the Due Date.  If Administrative Agent determines in good faith at any time that the Tax Impound will not be sufficient to pay any Impositions at least thirty (30) days prior to the Delinquency Date, Administrative Agent shall notify Borrower of such determination and Borrower shall deposit with Administrative Agent the amount of such deficiency not more than ten (10) Business Days after Borrower’s receipt of such notice, and shall thereafter deposit with Administrative Agent on each Due Date the increased amount as determined in good faith by Administrative Agent necessary to pay the Impositions at least thirty (30) days prior to the Delinquency Date; provided, however, if Borrower receives notice of any such deficiency less than thirty (30) days prior to the Delinquency Date, Borrower shall deposit the amount of such deficiency with Administrative Agent not more than three (3) Business Days after Borrower’s receipt of such notice, but in no event later than the Business Day immediately preceding the Delinquency Date.  So long as no Default exists, Administrative Agent shall, upon the request of Borrower, disburse to Borrower the Tax Impound funds for the payment of the Impositions which amount shall not exceed the amount due as of the Delinquency Date.  Until such time as the indebtedness under the Loan is paid in full, Borrower shall deliver to Administrative Agent, as soon as available, a photocopy of all future tax statements received by Borrower from the tax authority.

4.2                                INSURANCE IMPOUND.   Following the occurrence of a Default, or at any time during the existence of a Cash Trap Event Period, at Administrative Agent’s option and election, Borrower shall deposit into the Insurance Impound Account (collectively, “ Insurance Impound ”), on each Due Date, an amount estimated from time to time by Administrative Agent, in its reasonable discretion, to be sufficient to pay the premiums for insurance required to be maintained by Borrower hereunder (“ Insurance Premiums ”) at least thirty (30) days prior to the date on which the current such insurance policies expire (“ Insurance Expiration Date ”).  Administrative Agent shall provide Borrower with the initial estimated monthly amount to be deposited by Borrower for insurance premiums on each Due Date, and Borrower shall thereafter deposit such amount with Administrative Agent on each Due Date in addition to all other amounts owed to Administrative Agent and Lenders on the Due Date.  If Administrative Agent determines in good faith at any time that the Insurance Impound will not be sufficient to pay the Insurance Premiums at least thirty (30) days prior to the Insurance Expiration Date, Administrative Agent shall notify Borrower of such determination and Borrower shall deposit with Administrative Agent the amount of such deficiency not more than ten (10) Business Days after Borrower’s receipt of such notice, and shall thereafter deposit with Administrative Agent on each Due Date the increased amount as determined in good faith by Administrative Agent necessary to pay the insurance premiums at least thirty (30) days prior to the Insurance Expiration Date; provided, however, if Borrower receives notice of any such deficiency less than thirty (30) days prior to the Insurance Expiration Date, Borrower shall deposit the amount of such deficiency with Administrative Agent not more than three (3) Business Days after Borrower’s receipt of such notice, but in no event later than the day immediately preceding the Insurance Expiration Date.  So long as no Default exists, Administrative Agent shall, upon the request of Borrower, disburse to Borrower the Insurance Impound funds for the payment of the Insurance Premiums which amount shall not exceed the amount due as of the Insurance Expiration Date.  Until such time as the indebtedness under the Loan is paid in full, Borrower shall deliver to Administrative Agent, as soon as available, a photocopy of all future insurance statements received by Borrower from insurance agent.

4.3                                GENERAL .  Borrower shall have no right or ability to affect withdrawals from the Lockbox Account or the subaccounts created thereunder, except in accordance with the provisions of this

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Agreement, and shall have no right to exercise dominion or control over the Lockbox Account or the subaccounts created thereunder.  All deposits required to be made by Borrower under this Article, are herein collectively called “ Impounds ”.  For so long as any of the Impounds required under this Article are in effect and if Administrative Agent reasonably determines that any of the Impounds were not estimated properly and a deficiency exists, Administrative Agent shall notify Borrower of such deficiency and Borrower shall deposit or cause tenant to deposit with Administrative Agent the amount of such deficiency not more than ten (10) Business Days after Borrower’s receipt of such notice. Administrative Agent shall have the right to enter upon the Property at all reasonable times, including without limitation, prior to any disbursement of Impounds, to inspect any work in process and/or completed for which Impounds are now or hereafter required, but Administrative Agent shall not be obligated to supervise or inspect any such work or to inform Borrower or any third party regarding any aspect of any such work.  Borrower shall pay to Administrative Agent all reasonable fees, costs and expenses charged, paid or incurred by Administrative Agent from time to time in connection with any request of Borrower for a disbursement of funds from the Impounds.  Borrower authorizes Administrative Agent to disburse directly to Administrative Agent, from the Impounds or from funds to be disbursed to Borrower from the Impounds, such sums as may be necessary, at any time and from time to time, to pay all such fees, costs and expenses.

4.4                                GRANT OF SECURITY INTEREST IN IMPOUNDS, ACCOUNTS; APPLICATION OF FUNDS .  As security for payment of the Loan and the performance by Borrower of all other terms, conditions and provisions of the Loan Documents, Borrower hereby pledges and assigns to Administrative Agent, and grants to Administrative Agent, for the benefit of Lenders, a security interest in, all Borrower’s right, title and interest in and to all Impounds, the Lockbox Account and the subaccounts created thereunder, and all other Accounts.  Borrower shall not, without obtaining the prior written consent of the Requisite Lenders, further pledge, assign or grant any security interest in any of the Impounds, the Lockbox Account or the subaccounts created thereunder, or all other Accounts, or permit any lien to attach thereto, or any levy to be made thereon, or any UCC Financing Statements to be filed thereon, except those naming Administrative Agent as the secured party, to be filed with respect thereto.  This Agreement is, among other things, intended by the parties to be a security agreement for purposes of the UCC.  Upon the occurrence and during the continuance of a Default, Administrative Agent may apply all or any part of the, the Lockbox Account and the subaccounts created thereunder, and all other Accounts against the amounts outstanding under the Loan in any order and in any manner as Administrative Agent shall elect in Administrative Agent’s sole discretion without seeking the appointment of a receiver and without adversely affecting the rights of Administrative Agent to foreclose the liens and security interests securing the Loan or exercise its other rights under the Loan Documents.  The Impounds and Account Funds shall not constitute trust funds and may be commingled with other monies held by Administrative Agent.  All interest which accrues on the foregoing Impounds and Account Funds shall be at a rate established by Administrative Agent, which may or may not be the highest rate then available, shall accrue for the benefit of Borrower and shall be taxable to Borrower and shall be added to and disbursed in the same manner and under the same conditions as the principal sum on which said interest accrued. Upon repayment in full of Borrower’s obligations under the Loan Documents, all remaining Impounds and Account Funds, if any, shall be disbursed to Borrower within ten (10) Business Days.

ARTICLE 5.  CONSTRUCTION

5.1                                COMMENCEMENT AND COMPLETION .  Administrative Agent acknowledges and approves that Borrower may have commenced construction, including, but not limited to, staging, demolition and foundation work prior to the Effective Date.  Borrower shall commence, or continue, construction of the Improvements without delay after recordation of the Security Instrument and shall (x) complete construction of the Initial Improvements on or before the Opening Completion Date and (y) complete construction of all of the Improvements and achieve Final Completion on or before the Final Completion Date, in each case free and clean of any mechanics’ and materialmen’s liens and in accordance with the Plans and Specifications and other provisions of the Loan Documents, with all construction costs having been paid, on or before the Final Completion Date.

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5.2                                COMMENCEMENT AND COMPLETION OF OFFSITE IMPROVEMENTS .  Borrower shall commence, or continue, construction of any offsite improvements required by any Governmental Authority in connection with the construction of the Improvements without delay after recordation of the Security Instrument and shall complete construction of any such offsite improvements on or before the earlier of (i) the Opening Completion Date, (ii) the date such offsite improvements must be completed under any agreements related to such offsite improvements and (iii) the date any Governmental Authority requires completion of such offsite improvements.

5.3                                FORCE MAJEURE .  The time within which construction of the Improvements must be completed shall be extended for a period of time equal to the period of any delay directly affecting construction which is caused by fire, earthquake or other acts of God, strike, lockout, acts of public enemy, riot, insurrection, war, or governmental regulation of the sale or transportation of materials, supplies or labor or other similar events outside the control of Borrower; provided , however , that Borrower shall furnish Administrative Agent with written notice satisfactory to Administrative Agent evidencing any such event or delay within ten (10) days from the occurrence of any such event or delay.  In no event shall the time for completion of the Improvements be extended beyond (i) the Maturity Date, (ii) in the case of the Initial Improvements, more than 90 days after the Opening Completion Date or (iii) in the case of Final Completion of all of the Improvements, more than ninety (90) days beyond the Final Completion Date.

5.4                                CONSTRUCTION AGREEMENT .  Development Manager (on behalf of Borrower) and Contractor have entered into the Construction Agreement pursuant to the terms and conditions of which Contractor is to construct the Improvements.  Borrower shall require (or shall cause Development Manager to require) Contractor to perform in accordance with the terms of the Construction Agreement and neither Borrower nor Development Manager shall amend, modify or alter the responsibilities of Contractor under the Construction Agreement without Administrative Agent’s prior written consent except to the extent permitted hereunder.  Borrower shall execute (or cause Development Manager to execute, as the case may be), upon Administrative Agent’s request, an assignment of Borrower’s rights (or Development Manager’s rights, as the case may be) under the Construction Agreement to Administrative Agent, for the benefit of Lenders as security for Borrower’s obligations under this Agreement and the other Loan Documents and shall cause the Contractor to consent to any such assignment.  In addition to the foregoing, Borrower shall make or cause to be made all payments due to CDI Contractors, Inc. (“ CDI ”) under that certain Standard Form of Agreement Between Owner and Contractor dated November 1, 2013 between Summerlin North and CDI, regarding the construction of the Dillard’s store, in accordance with the terms thereof, which agreement has been assigned by Summerlin North to Dillard’s in accordance with the Dillard’s Separate Agreement (it being acknowledged that the payments to be made to CDI thereunder remain the obligation of Summerlin North, notwithstanding the assignment of such contract to Dillard’s).

5.5                                ARCHITECT’S AGREEMENT .  Borrower or Development Manger and Architect have entered into the Architect’s Agreement, pursuant to which Architect is to design the Improvements.  Borrower shall require (and shall cause Development Manager to require) Architect to perform in accordance with the terms of the Architect’s Agreement and neither Borrower nor Development Manager shall materially amend, modify or alter the responsibilities of Architect under the Architect’s Agreement without Administrative Agent’s prior written consent.  Upon Administrative Agent’s request, Borrower shall execute (or cause Development Manager to execute, as the case may be) an assignment of the Architect’s Agreement and the Plans and Specifications to Administrative Agent, for the benefit of Lenders, as additional security for Borrower’s performance under this Agreement and the other Loan Documents and shall cause the Architect to consent to any such assignment.

5.6                                PLANS AND SPECIFICATIONS .

(a)                                  Changes; Administrative Agent Consent .  Except as otherwise provided in this Agreement, Borrower shall not make any changes in the Plans and Specifications (or allow Development Manager to make any changes in the Plans and Specifications) without Administrative Agent’s prior written consent if such change:  (i) constitutes a material change in

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the building material or equipment specifications, or in the architectural or structural design, value or quality of any of the Improvements; (ii) would result in an increase of construction costs in excess of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00) for any single change or in excess of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000.00) for all such changes not previously approved in writing by Administrative Agent; or (iii) would affect the structural integrity, quality of building materials, or overall efficiency of operating systems of the Improvements.  Without limiting the above, Lenders agree that Borrower or Development Manager may make minor changes in the Plans and Specifications without Administrative Agent’s or Requisite Lender’s, as applicable, prior written consent, provided that such changes do not violate any of the conditions specified herein.  Borrower shall at all times maintain, for inspection by Administrative Agent and Lenders, a full set of working drawings of the Improvements.  Notwithstanding the foregoing, any changes in the Plans and Specifications which would result in an increase of construction costs in excess of FOUR HUNDRED THOUSAND DOLLARS ($400,000.00) for any single change or in excess of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) for all such changes not previously approved in writing by Requisite Lenders shall require the prior written consent of Requisite Lenders.

(b)                                  Changes; Submission Requirements .  Borrower shall submit (or cause Development Manager to submit) any proposed change in the Plans and Specifications to Administrative Agent prior to the commencement of construction relating to such proposed change whether or not such change is subject to Administrative Agent’s or Requisite Lenders’ consent.  Borrower will not permit the performance of any work pursuant to any change which requires the consent of Administrative Agent or Requisite Lenders without obtaining the prior written approval of Administrative Agent or Requisite Lenders, as applicable.  Requests for any change which requires consent shall be accompanied by a written description of the proposed change and, if warranted or requested by Administrative Agent, working drawings, and shall be submitted on a change order form acceptable to Administrative Agent, signed by Borrower or Development Manager and, if required by Administrative Agent, also by the Architect, the Contractor and/or the Independent Inspecting Architect.  At its option, Administrative Agent may require Borrower to provide:  (i) evidence satisfactory to Administrative Agent of the cost and time necessary to complete the proposed change; and (ii) a deposit in the amount of any increased costs into the Borrower’s Funds Account if required pursuant to Section 3.1(c)  above.

(c)                                   Consent Process .  Borrower and Administrative Agent each acknowledges and agrees that (i) Administrative Agent’s and/or any Lender’s review of any changes and required consent may result in delays in construction and (ii) Administrative Agent shall use reasonable efforts to act in a timely fashion with respect to any review and with respect to the exercise of its approval (or disapproval, as the case may be) or consent rights hereunder.

(d)                                  Final Plans and Specifications .  Upon Final Completion of the Improvements, Borrower shall deliver to Administrative Agent within sixty (60) days a set of final Plans and Specifications.

5.7                                CONTRACTOR/CONSTRUCTION INFORMATION .  Within ten (10) days of Administrative Agent’s written request, to the extent that Borrower has the right to obtain same under the Construction Agreement, Borrower shall deliver to Administrative Agent from time to time in a form acceptable to Administrative Agent:  (a) a list detailing the name, address and phone number of each contractor, subcontractor and material supplier to be employed or used for construction of the Improvements together with the dollar amount, including changes, if any, of each contract and subcontract, and the portion thereof, if any, paid through the date of such list; (b) copies of each contract and subcontract identified in such list, including any changes thereto; (c) a cost breakdown of the projected total cost of constructing the Improvements, and that portion, if any, of each cost item which has been incurred; and (d) a construction progress schedule detailing the progress of construction and the projected sequencing and completion time for uncompleted work, all as of the date of such schedule.

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Borrower agrees that Administrative Agent may disapprove any contractor, subcontractor or material supplier which, in Administrative Agent’s good faith determination, is deemed financially or otherwise unqualified; provided , however , that the absence of any such disapproval shall not constitute a warranty or representation of qualification by Administrative Agent or any Lender.  Administrative Agent may contact any such contractor, subcontractor or material supplier to discuss the course of construction.

5.8                                PROHIBITED CONTRACTS .  Without Administrative Agent’s prior written consent, Borrower shall not contract for any materials, furnishings, equipment, fixtures or other parts or components of the Improvements, if any third party shall retain any ownership interest (other than Lien rights created by operation of law) in such items after their delivery to the Property and Improvements.  Borrower shall have five (5) days to effect the removal of any such retained interest.

5.9                                LIENS .  If a claim of lien is recorded which affects the Property or Improvements, Borrower shall, within thirty (30) calendar days of such recording or within twenty (20) calendar days of Administrative Agent’s demand, whichever occurs first:  (a) pay and discharge the claim of lien; (b) effect the release thereof by recording a surety bond in sufficient form and amount as provided in Nevada Revised Statutes Section 108.2413 et seq.; or (c) delivering to Administrative Agent a surety bond or providing Administrative Agent with other assurances which Administrative Agent deems, in its sole discretion, to be satisfactory for the payment of such claim of lien and for the full and continuous protection of Administrative Agent and Lenders from the effect of such lien.

5.10                         CONSTRUCTION RESPONSIBILITIES .  Borrower shall cause the construction of the Improvements to be completed in a good and workmanlike manner according to the Plans and Specifications and the recommendations of any soils or engineering report approved by Administrative Agent.  Borrower shall comply and shall cause Development Manager and Contractor to comply with all Requirements of Law, building restrictions, recorded covenants and restrictions, and requirements of all regulatory authorities having jurisdiction over the Property or Improvements.  Borrower shall be solely responsible for all aspects of Borrower’s business and conduct in connection with the Property and Improvements, including, without limitation, for the quality and suitability of the Plans and Specifications and their compliance with all governmental requirements, the supervision of the work of construction, the qualifications, financial condition and performance of all architects, engineers, contractors, material suppliers, consultants and property managers, and the accuracy of all applications for payment and the proper application of all disbursements.  Neither Administrative Agent nor any Lender is obligated to supervise, inspect or inform Borrower, Development Manager or any third party of any aspect of the construction of the Improvements or any other matter referred to above.

5.11                         ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS .  Without Administrative Agent’s prior written consent, Borrower shall not cause or suffer to become effective or otherwise consent to the formation of any assessment district, improvement district, community facilities district, special district, special improvement district, governmental district or other similar district (any of the foregoing hereinafter referred to as a “ District ”); nor shall Borrower cause or otherwise consent to the levying of special taxes or assessments against the Property and Improvements by any such District.  Borrower shall immediately give notice to Administrative Agent of any notification or advice that Borrower may receive from any municipality or other third party of any intent or proposal to include the Property and Improvements in any District or to levy any such special taxes or assessments.  Administrative Agent shall have the right to file a written objection to the inclusion of all or any part of the Property and Improvements in any District, or to the levy of any such special taxes or assessments, either in its own name or in the name of Borrower, and to appear at, and participate in, any hearing with respect to the formation of any such District or the levy or such special taxes or assessments.  Notwithstanding the foregoing, Administrative Agent acknowledges that under the condominium property regime, owners of units within the regime are subject to assessments pursuant to the Declaration.

5.12                         DELAY .  Borrower shall promptly notify Administrative Agent in writing of any event causing material delay or interruption of construction, or the timely completion of construction of the Initial Improvements later than the Opening Completion Date or Final Completion of all of the Improvements

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later than the Final Completion Date.  The notice shall specify the particular work delayed, and the cause and period of each delay.

5.13                         INSPECTIONS .  Administrative Agent shall have the right to engage an Independent Inspecting Architect in connection with the construction of any Improvements, and Administrative Agent and the Independent Inspecting Architect shall have the right to enter upon the Property at all reasonable times at Borrower’s cost and expense to inspect the Improvements and the construction work to verify information disclosed or required pursuant to this Agreement.  Any such inspection or review of the Improvements by Administrative Agent or Independent Inspecting Architect is solely to determine whether Borrower is properly discharging its obligations under the Loan Documents and may not be relied upon by Borrower or by any third party as a representation or warranty of compliance with this Agreement or any other agreement.  Neither Administrative Agent, Independent Inspecting Architect nor any Lender owe a duty of care to Borrower or any third party to protect against, or to inform Borrower or any third party of, any negligent, faulty, inadequate or defective design or construction of the Improvements as determined by Administrative Agent, the Independent Inspecting Architect or any Lender.

5.14                         SURVEYS .  Upon Administrative Agent’s written request, Borrower shall promptly deliver to Administrative Agent:  (a) a perimeter survey of the Property (no more than once each year or as the title insurer may require); and (b) upon completion of the Improvements, an as-built survey acceptable to a title insurer for purposes of issuing an ALTA policy of title insurance.  All such surveys shall be performed and certified by a licensed engineer or surveyor acceptable to Administrative Agent and the title insurer, shall be prepared according to current ALTA/ACSM Minimum Standard Detail Requirements and any additional items required by Administrative Agent or the title insurer, and shall be certified to Administrative Agent and the title insurer.

5.15                         NOTICE OF COMPLETION .  Upon Final Completion of the Improvements, Borrower shall promptly record a “notice of completion” and shall mail a copy of the notice of completion, all in the form, in the manner, and to the persons specified in Nevada Revised Statutes Section 108.228, and shall take such other action as may be necessary in order to shorten, as provided in Nevada Revised Statutes Section 108.226(1)(b), the periods within which to record a notice and claim of lien against the Property and Improvements.

ARTICLE 6.  INSURANCE

Borrower shall, while any obligation of Borrower or any Guarantor under any of the Loan Documents or Other Related Documents remains outstanding, maintain at Borrower’s sole expense, with licensed insurers approved by Administrative Agent, the following policies of insurance in form and substance satisfactory to Administrative Agent.  Capitalized terms used in this Article shall have the same meaning as such terms are commonly and presently defined in the insurance industry.

6.1                                TITLE INSURANCE .  The Title Policy, together with any endorsements which Administrative Agent may require, insuring Administrative Agent, for the benefit of Lenders, in the stated principal amount of the Loan, of the validity and the priority of the Lien of the Security Instrument upon the Property and Improvements, subject only to matters approved by Administrative Agent in writing.  During the term of the Loan, Borrower shall deliver to Administrative Agent, within ten (10) days of Administrative Agent’s written request, such other endorsements to the Title Policy as Administrative Agent may reasonably require with respect to the Property and which are available under applicable title insurance rules and regulations, including, without limitation, a down date endorsement concurrently with each Advance of the Loan proceeds.  Borrower shall also deliver to Administrative Agent a current survey of the Property, certified to Administrative Agent and the title insurer, showing the boundaries of the Property by courses and distances, together with a corresponding metes and bounds description, the actual or proposed location of all improvements, encroachments and restrictions, the location and width of all easements, utility lines, rights-of-way and building set-back lines, and notes referencing book and page numbers for the instruments granting the same.

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6.2                                PROPERTY INSURANCE .  A Builder’s All Risk/Special Form Completed Value (Non-Reporting Form) Hazard Insurance policy, including without limitation, theft coverage and such other coverages and endorsements as Administrative Agent may require, insuring Administrative Agent, for the benefit of Lenders against damage to the Property and Improvements in an amount not less than 100% of the full replacement cost at the time of Final Completion of the Improvements, and upon completion, Borrower shall provide an All Risk/Special Form Property Insurance policy, with the foregoing endorsements in an amount not less than 100% of the full replacement cost of the Improvements.  Such coverage should adequately insure any and all Collateral, whether such Collateral is onsite, stored offsite or otherwise.   Administrative Agent, for the benefit of Lenders, shall be named on the policy as Mortgagee and named under a Lender’s Loss Payable Endorsement (form #438BFU or equivalent).

6.3                                FLOOD HAZARD INSURANCE .  If the Property is in a flood hazard zone, a policy of flood insurance, as required by applicable governmental regulations, or as deemed necessary by Administrative Agent, in an amount required by Administrative Agent, but in no event less than the amount sufficient to meet the requirements of applicable law and governmental regulation.

6.4                                LIABILITY INSURANCE .  A policy of Commercial General Liability insurance on an occurrence basis, with coverages and limits as required by Administrative Agent, insuring against liability for injury and/or death to any Person and/or damage to any property occurring on the Property and/or in the Improvements.  During the period of any construction, Borrower shall cause Development Manager and the contractors and/or subcontractors to maintain in full force and effect the liability insurance required hereunder with respect to such contractor’s activities and work.  Administrative Agent may require that Borrower be named as an additional insured on any such policy.  Whether Borrower or Development Manager employs a general contractor or performs as owner-builder, Administrative Agent may require that coverage include statutory workers’ compensation insurance.

6.5                                OTHER COVERAGE .  Borrower shall provide to Administrative Agent evidence of such other reasonable insurance in such reasonable amounts as Administrative Agent may from time to time request against such other insurable hazards which at the time are commonly insured against for property similar to the Property located in or around the region in which the Property is located.  Such coverage requirements may include but are not limited to coverage for earthquake, acts of terrorism, mold, business income, delayed business income, rental loss, sink hole, soft costs, tenant improvement or environmental.

6.6                                GENERAL .  Borrower shall provide to Administrative Agent insurance certificates or other evidence of coverage in form acceptable to Administrative Agent, with coverage amounts, deductibles, limits and retentions as required by Administrative Agent.  All insurance policies shall provide that the coverage shall not be cancelable or materially changed without 10 days prior written notice to Administrative Agent of any cancellation for nonpayment of premiums, and not less than 30 days prior written notice to Administrative Agent of any other cancellation or any modification (including a reduction in coverage).  Administrative Agent, for the benefit of Lenders shall be named under a Lender’s Loss Payable Endorsement (form #438BFU or equivalent) on all property insurance policies which Borrower actually maintains with respect to the Property and Improvements.  All insurance policies shall be issued and maintained by insurers approved to do business in the state in which the Property is located and must have an A.M. Best Company financial rating and policyholder surplus acceptable to Administrative Agent.

6.7                                COLLATERAL PROTECTION INSURANCE NOTICE .  (A) BORROWER IS REQUIRED TO:  (i) KEEP THE PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT ADMINISTRATIVE AGENT SPECIFIES; (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO BUSINESS IN THE STATE OF NEVADA OR AN ELIGIBLE SURPLUS LINES INSURER; AND (iii) NAME ADMINISTRATIVE AGENT AS THE PERSON TO BE PAID UNDER THE POLICY (WITH RESPECT TO LOSS TO PROPERTY) IN THE EVENT OF A LOSS; (B) BORROWER MUST, IF REQUIRED BY ADMINISTRATIVE AGENT, DELIVER TO ADMINISTRATIVE AGENT A COPY OF THE POLICY AND PROOF OF THE PAYMENT OF PREMIUMS THEREFOR; AND (C) IF BORROWER FAILS TO MEET ANY REQUIREMENT LISTED IN CLAUSES (A) OR (B) HEREOF, ADMINISTRATIVE

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AGENT MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF BORROWER AT BORROWER’S EXPENSE.

6.8                                BLANKET INSURANCE .  Borrower may obtain the insurance required hereunder under a blanket insurance policy or a master program (provided, however, any required flood insurance may not be included in such a blanket policy or master program and must be provided for on a separate policy for the Property and Improvements) and from any insurance company of Borrower’s choice that is acceptable to the Administrative Agent, which acceptance shall not be unreasonably withheld.  The non-acceptance of an insurer by the Administrative Agent shall not be deemed unreasonable if it is based upon reasonable standards, uniformly applied, relating to the extent of coverage required and the financial soundness and services of the insurer.  Such standards shall not discriminate against any particular insurer nor shall such standards call for rejection of an insurance contract because the contract contains coverage in addition to that required under this Agreement.

ARTICLE 7.  REPRESENTATIONS AND WARRANTIES

As a material inducement to Administrative Agent’s and Lenders’ entry into this Agreement, Borrower represents and warrants to Administrative Agent and each Lender as of the Effective Date and as of the date of each Advance that:

7.1                                AUTHORITY/ENFORCEABILITY .  Borrower is in compliance with all Requirements of Law applicable to its organization, existence and transaction of business and has all necessary rights and powers to own, develop, improve and operate the Property and Improvements as contemplated by the Loan Documents.

7.2                                BINDING OBLIGATIONS .  Borrower is authorized to execute, deliver and perform its obligations under the Loan Documents, and such obligations shall be valid and binding obligations of Borrower.

7.3                                FORMATION AND ORGANIZATIONAL DOCUMENTS .  Borrower has delivered to Administrative Agent all formation and organizational documents of Borrower, of the partners, joint venturers or members of Borrower, if any, and of all guarantors of the Loan, if any, and all such formation and organizational documents remain in full force and effect and have not been amended or modified since they were delivered to Administrative Agent.  Borrower shall immediately provide Administrative Agent with copies of any amendments or modifications of the formation or organizational documents.

7.4                                NO VIOLATION .  Borrower’s execution, delivery, and performance under the Loan Documents do not: (a) require any consent or approval not heretofore obtained under any partnership agreement, operating agreement, articles of incorporation, bylaws or other document; (b) violate any Requirements of Law applicable to Borrower, the Property and Improvements or any other statute, law, regulation or ordinance or any order or ruling of any court or Governmental Authority; (c) conflict with, or constitute a breach or default or permit the acceleration of obligations under any agreement, contract, lease, or other document by which Borrower or the Property and Improvements are bound or regulated; or (d) violate any statute, law, regulation or ordinance, or any order of any court or Governmental Authority.

7.5                                COMPLIANCE WITH LAWS .  Borrower has obtained (or at all times prior to the time such matters are required, will obtain) all permits, licenses, exemptions, and approvals necessary to construct, occupy, operate and market the Property and Improvements, and shall maintain compliance with all Requirements of Law applicable to the Property and Improvements and all other applicable statutes, laws, regulations and ordinances necessary for the transaction of its business.  The Property is comprised of one or more legal parcels lawfully created in full compliance with all subdivision laws and ordinances, and is properly zoned for the stated use of the Property as disclosed to Administrative Agent at the time of execution hereof.  Borrower shall not initiate or acquiesce to a zoning change of the Property without prior notice to, and prior written consent from, the Requisite Lenders.

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7.6                                LITIGATION .  Except as disclosed on Schedule 7.6 attached hereto, there are no claims, actions, suits, or proceedings pending, or to Borrower’s knowledge, threatened against Borrower or affecting the Property or Improvements.

7.7                                FINANCIAL CONDITION .  All financial statements and other reports heretofore and hereafter delivered to Administrative Agent by Borrower and/or Guarantor pursuant to this Article 7 , including, without limitation, information relating to the financial condition of Borrower, the Property, the Improvements, the partners, joint venturers or members of Borrower, and/or any Guarantors, fairly and accurately represent the financial condition of the subject thereof and have been prepared (except as noted therein) in accordance with sound accounting principles consistently applied.  Notwithstanding the foregoing, the calculation of liabilities shall NOT include any fair value adjustments to the carrying value of liabilities to record such liabilities at fair value pursuant to electing the fair value option election under FASB ASC 825-10-25 (formerly known as FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities) or other FASB standards allowing entities to elect fair value option for financial liabilities.  Therefore, the amount of liabilities shall be the historical cost basis, which generally is the contractual amount owed adjusted for amortization or accretion of any premium or discount.  Borrower acknowledges and agrees that Administrative Agent and Lenders may request and obtain additional information from third parties regarding any of the above, including, without limitation, credit reports.

7.8                                NO MATERIAL ADVERSE CHANGE .  There has been no material adverse change in the financial condition of Borrower and/or Guarantor since the dates of the latest financial statements furnished to Administrative Agent and, except as otherwise disclosed to Administrative Agent in writing, Borrower has not entered into any material transaction which is not disclosed in such financial statements.

7.9                                LOAN PROCEEDS AND ADEQUACY .  The undisbursed Loan proceeds, together with Borrower’s Funds and all other sums, if any, to be provided by Borrower as shown in Exhibit C , are sufficient to construct the Improvements in accordance with, and otherwise comply with all obligations under, the terms and conditions of this Agreement and all other Loan Documents.

7.10                         ACCURACY .  To Borrower’s knowledge, all reports, documents, instruments, information and forms of evidence delivered to Administrative Agent by any Loan Party concerning the Loan or security for the Loan or required by the Loan Documents are accurate, correct and sufficiently complete in all material respects to give Administrative Agent and Lenders true and accurate knowledge of their subject matter, and do not contain any misrepresentation or omission, or any material matter which would make such reports, documents, instruments, information and other forms of evidence delivered to Administrative Agent misleading in any material respect.

7.11                         TAX LIABILITY .  Borrower has filed all required federal, state, county and municipal tax returns and has paid all taxes and assessments owed and payable, and Borrower has no knowledge of any basis for any additional payment with respect to any such taxes and assessments.

7.12                         TITLE TO ASSETS; NO LIENS .  Borrower has good and indefeasible title to the Property, free and clear of all liens and encumbrances except Permitted Liens.

7.13                         MANAGEMENT AGREEMENTS .  Borrower is not a party or subject to any management agreement with respect to the Property, except for the Management Agreement with Manager.

7.14                         UTILITIES .  All utility services, including, without limitation, gas, water, sewage, electrical and telephone, necessary for the development and occupancy of the Property and Improvements are available at or within the boundaries of the Property, or Borrower has taken all steps necessary to assure that all such services will be available upon completion of the Improvements.

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7.15                         COMPLIANCE .  Borrower is familiar with and in compliance with all Requirements of Law and Permits for the development and operation of the Property and construction of the Improvements and will conform to and comply with all Requirements of Law and the Plans and Specifications.

7.16                         AMERICANS WITH DISABILITIES ACT COMPLIANCE .  The Improvements have been designed and shall be constructed and completed in strict accordance and full compliance with all of the requirements of the ADA.

7.17                         ANCHOR AGREEMENTS .  The Anchor Agreements are in full force and effect pursuant to the terms thereof; there have been no modifications or amendments to the Anchor Agreements; and there are no known defaults by any party existing under the Anchor Agreements, and no known event or circumstance is existing which, with the giving of notice and/or the passage of time, would constitute a default by any party under the Anchor Agreements.

7.18                         BUSINESS LOAN .  The Loan is a business loan transaction in the stated amount solely for the purpose of carrying on the business of Borrower and none of the proceeds of the Loan will be used for the personal, family or agricultural purposes of the Borrower.  No portion of the Property is used or will be used as a dwelling.

7.19                         OFAC .  None of the Borrower, Guarantor or any of the other Affiliates of Borrower or Guarantor: (i) is a person named on the list of Specially Designated Nationals or Blocked Persons maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“ OFAC ”) available at http://www.treas.gov/offices/eotffc/ofac/sdn/index.html, or as otherwise published from time to time; (ii) is (A) an agency of the government of a country, (B) an organization controlled by a country, or (C) a person resident in a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person; or (iii) derives any of its assets or operating income from investments in or transactions with any such country, agency, organization or person; and none of the proceeds from the Loan will be used to finance any operations, investments or activities in, or make any payments to, any such country, agency, organization, or person; provided, however, and notwithstanding the foregoing, Borrower is not making any representations or warranties with respect to (x) any owners of publicly traded shares of the stock of Guarantor or (y) any direct or indirect owner of Borrower which is an investor in any EB-5 Entity and which is not an Affiliate of Borrower or Guarantor.

7.20                         PROJECT INFORMATION .  (a) The recitals described in this Agreement with respect to the project are true and correct in all material respects; (b) the Property includes, or will include upon the completion of construction, adequate on-site parking to comply with applicable legal requirements; (c) the Property currently abuts Hughes Park Drive East, Summerlin Centre Drive, Sahara Avenue and Pavilion Center Drive and has paved access to Pavilion Center Drive, which is a completed and dedicated public thoroughfare in both directions; (d) all water, sewer, natural gas (if applicable), electricity, refuse collection and telephone service, and police and fire protection, necessary for construction of the Improvements, and operation of the Property and Improvements after completion, are available or will be available upon the completion of construction, and Borrower will cause such utilities to be installed and connected to the Property and Improvements; and (e) Borrower has no knowledge, or reason to believe that any archaeological ruins, discoveries or specimens exist on the Property.

7.21                         REAFFIRMATION AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES .  Each request by Borrower for an Advance under this Agreement shall constitute an affirmation on the part of Borrower and each Guarantor that the representations and warranties contained in this Agreement and the other Loan Documents and the Guaranty are true and correct in all material respects as of the time of such request and that the relevant conditions precedent set forth in this Agreement have been fully satisfied.  All representations and warranties made herein shall survive the execution of this Agreement, the making of all Advances hereunder and the execution and delivery of all other documents and instruments in connection with the Loan, so long as Lenders have any commitment to lend to Borrower hereunder and until the Loan has been paid in full.

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7.22                         FULL FORCE AND EFFECT .  The Note and other Loan Documents are in full force and effect without any defense, counterclaim, right or claim of set-off; all necessary action to authorize the execution and delivery of this Agreement has been taken.

ARTICLE 8.  REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY (“SPE”) STATUS

8.1                                REPRESENTATIONS, WARRANTIES AND COVENANTS REGARDING SPECIAL PURPOSE ENTITY (“SPE”) STATUS .  Each Borrower hereby represents, warrants and covenants to Administrative Agent and Lenders, with regard to itself, as follows:

(a)                                  Limited Purpose .  The sole purpose to be conducted or promoted by Borrower is to engage in the following activities:  (i) to acquire, own, hold, lease, operate, manage, maintain, develop and improve the Property and construct the Improvements; (ii) to enter into and perform its obligations under the Loan Documents; (iii) to sell, transfer, service, convey, dispose of, pledge, assign, borrow money against, finance, refinance or otherwise deal with the Property to the extent permitted under the Loan Documents; and (iv) to engage in any lawful act or activity and to exercise any powers permitted to limited partnerships organized under the laws of the State of Delaware that are related or incidental to and necessary, convenient or advisable for the accomplishment of the above mentioned purposes.

(b)                                  Limitations on Debt; Actions .  Notwithstanding anything to the contrary in the Loan Documents or in any other document governing the formation, management or operation of Borrower, Borrower shall not, without the prior written consent of Administrative Agent and the Requisite Lenders, (i) guarantee any obligation of any Person, including any Affiliate, or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person; (ii) engage, directly or indirectly, in any business other than as required or permitted to be performed under this Section; (iii) incur, create or assume any indebtedness or liabilities other than the Loan, any Swap Agreement, and unsecured trade payables incurred in the ordinary course of its business that are related to the ownership and operation of the Property not to exceed two percent (2%) of the outstanding balance of the Loan, and which is not evidenced by a note and which must be paid within sixty (60) days and which are otherwise expressly permitted under the Loan Documents; (iv) make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that Borrower may invest in those investments permitted under the Loan Documents; (v) to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer of any of its assets outside the ordinary course of Borrower’s business; (vi) buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities); (vii) form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity; (vii) own any asset or property other than the Property and incidental personal property necessary for the ownership or operation of the Property; or (viii) take any material action without the unanimous written approval of all partners of Borrower.  To the extent Borrower is allowed to incur debt in accordance with the terms of this Agreement, then any such debt which is payable to an Affiliate of Borrower shall be expressly subordinate to the Loan.