PARTICIPATION AGREEMENT ART CAPITAL BERMUDA MODERN …

Execution Copy

PARTICIPATION AGREEMENT

THIS PARTICIPATION AGREEMENT (this "Participation Agreement"), dated as of

March 16, 2015, is made and entered into among ART CAPITAL BERMUDA LTD., a Bermuda

exempted company with company number 48979 (the "Lender"), MODERN ART SERVICES,

LLC, a Delaware limited liability company and an affiliate of the Lender (the "Arranger"), and

THE BANK OF N.T. BUTTERFIELD & SON LIMITED, a company incorporated under the

laws of Bermuda acting through its office at 65 Front Street, Hamilton HMl2, Bermuda (the

"Participant").

RECITALS

A. The Lender is a to a various documents with

("Borrower") and pursuant to which the Company has lent

US$1,000,000.00 to (the "Loan").

B. The Loan is evidenced by, among other things, a secured promissory note,

dated March 16, 2015 (the "Note") by the Borrower in favor of the Lender and a Security

Agreement dated March 16, 2015 ointl and severally, the "Security Agreement") between the

Borrower and as "Grantor", and the Lender, as "Secured Party".

Copies of each of the Note and the Security Agreement have been furnished to the Participant

prior to the Participant's execution and delivery of this Participation Agreement. The Security

Agreement has been assigned by the Lender to the Participant pursuant to a Assigñmeñt of

Contract, dated March 16 2015, and notice thereof has been provided to the Borrower by a

Notice of Assignment dated March 16 2015 which was acknowledged by the Borrower on March

16 2015.

C. The Arranger is party to an arranger agreement, dated as of March 16, 2015

(the "Arranger Agreement"), with the Borrower pursuant to which the Arranger agreed to

provide certain services to the Borrower in exchange for certain fees. A copy of the Arranger

Agreement has been furnished to the Participant prior to the Participant's execution and delivery

of this Participation Agreement.

D. Bluefin Servicing Ltd., a Bermuda exempted company with company no.

48993 and an affiliate of the Lender (the "Servicer"), is a party to a servicing agreement, dated as

of April 28, 2014 (the "Servicing Agreement"), with the Lender and the Participant pursuant to

which the Servicer agreed to rovide certain services to the Lender and the Participant with

respect to the a loan to in an amount up to US$5,100,000.00 in

exchange for certain fees, which agreement has now been extended to the Loan.

E. The Lender desires to sell to the Participant, and the Participant desires to

purchase from the Lender, a senior participation in the Loan and all the aforementioned

documents and any other documents evidencing or relating to the Loan (collectively, the "Loan

Documents") upon the terms and conditions set forth below.

FILED: NEW YORK COUNTY CLERK 10/02/2018 05:07 PM INDEX NO. 650082/2017

NYSCEF DOC. NO. 274 RECEIVED NYSCEF: 10/02/2018

F. As of the date hereof the outstanding amount of the Loan is US$1,000,000.00

(the "Current Loan Balance"). The Lender, its assignees and or affiliates, have agreed to

maintain for its own account $150,000.00 of the Current Loan Balance (the "Retained Amount")on a subordinated basis to the Participant during the life of the Loan. (For the sake of clarity, if

an Event of Default occurs under the Loan Documents, the Participant must receive full payment

of its principal prior to any distribution to the Lender.)

NOW, THEREFORE, in consideration of the agreements and covenants

hereinafter set forth, the parties hereto agree as follows:

1. Purchase of Participation. (a) Upon the terms and conditions set forth

herein, the Lender hereby sells to the Participant and the Participant hereby purchases from the

Lender an undivided fractional interest in and to all present and future right, title and interest in,to and under the Loan Documents that is equal to the Senior Participation Percentage (as

hereinafter defined) in the Loan, payment therefor to be made as provided in Section 2(a) hereof.

The Participant shall participâte in the Loan in an amount equal to the Senior Participation

Percentage multiplied by the principal amount of the Loan.

(b) The term "Senior ParticipationPercentage" shall mean eighty-five percent

(85.00%).

(c) The participation purchased hereunder shall be for the account and risk of

the Participant and without recourse to the Lender, except as otherwise explicitly provided in this

Participation Agreement. The Participant's purchase of its participation in the Loan shall be

evidenced by a Participation Certificate to be issued by the Lender in the form annexed hereto as

Exhibit A promptly upon the Lender's receipt of the purchase price for the Participant's

participation in the Loan.!

2. Purchase Price for Particioation. (a) As payment of the purchase price for

the Participant's participation in the Current Loan Balance purchased hereunder, the Participant

shall pay to the Lender, without setoff or counterclaim, an aniount in United States Dollars equal

to the Senior Participation Perceñtage of the Current Loan Balance (Eight Hundred and Fifty-

Thousand United States Dollars ($850,000.00))(the "Participation Amount"). Amounts payable

with respect thereto shall be paid to the Lender on the date of purchase. Payment shall be made

by the Participant to the Lender not later than 11:00 A.M (New York time) on such date without

setoff or counterclaim to the Lender's account at The Bank of N.T. Butterfield & Son Limited,Account No. , or at or for the account of such other office as the Lender shall

specify, in United States Dollars and in immediately available funds.

(b) The amount of the Participant's participation purchased hereunder shall be

recorded on the records of the Lender; such recordation shall constitute prima facie evidence of

the accuracy of the information so recorded. The Lender will, at any time and from time to time,upon the request of the Participant, furnish to the Participant a statement in writing indicating the

amount of the Participant's participation hereunder, together with the amount of interest and

other amounts accrued in respect thereof to which the Participant is entitled pursuant hereto.

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3. Rights of Participant. The Participant's participation purchased pursuant

hereto in the Loan shall constitute an undivided interest therein to the extent of the Senior

Participation Percentage, and the Participant shall have an undivided interest to the extent of the

Senior Participation Percentage in all rights, pledges and security interests now or hereafter

granted to the Lender with respect to the Loan under the Note, the Security Agreement or

otherwise, subject to Sections 4(b) and 4(f) hereof.

4. Payments to the Participant.

(a) Faterfall. The Lender shall direct the Servicer to make distributions from

all collections in accordance with the following priorities on each Distribution Date: firsj, to the

payment of any third party expenses incurred in connection with the Loan; second to the Servicer

for any unpaid Servicing Fees; thid, to the Servicer for all accrued and unpaid Default ServicingFees and to the Lender or the Participant for all Default Fees due and owing as their interests

may appear; fourth, to the Participant for all amounts owing in respect of interest on the

Participation Amount; fifth, to the Lender unless an Event of Default has occurred for all

amounts owing in respect of interest, on the Retained Amount; sixth, to the Participant all

amounts owing in respect of the Participation Amount and any unrecovered advances until both

are paid in full; seventh, to the Lender all amounts owing in respect of the Retained Amount and

any unrecovered costs until both are paid in full; and eighth, to the Borrower any excess

proceeds. Notwithstanding the foregoing: (a) in the event an Arranger Fee is due under section

4(b)(1) of the Arranger Agreement, such fee shall be paid out of the sales proceeds after ordinaryand necessary expenses of the sale and, after payment of the Arranger Fee and related expenses,the remaining proceeds shall be distributed as provided above; and (b) in the event an Arranger

Fee is due under section 4(b)(2) of the Arranger Agreement, such fee and related expenses shall

shall be paid after the"seventh"

tranche above and before the"eighth"

tranche above.

(b) Interest; Servicing Fee and Default Servicing Fee. The Participant shall be

entitled to receive interest on the Participation Amount at the rate of 7.00% above the LIBOR

Base Rate (as defined in the Note) per annum, payable as interest payments are received from the"Borrower"

under the Note. The Lender shall be entitled to receive the Servicing Fee amountingto 1.00% per annum payable monthly on the first (Ist) day of each month p_his interest on the

Retained Amount at the LIBOR Base Rate (as defined in the Note) plus 11.75% per annum plus

interest on the Participation Amount at the LIBOR Base Rate (as defined in the Note) plus

4.75%, each payable monthly in arrears on or before the fifth (5th) day of each month. If the Loan

experiences an Event of Default (as defined in the applicable Note), the Participant shall be

entitled to receive 85% (or such lesser amount as equates to its Senior Participation Interest) of

all interest paid at the Default Rate (as such term is defined in the Note) and the Lender shall be

entitled to receive 15% (or the balance after interest has been paid to the Participant) of all

interest paid at the Default Rate. In addition, the Lender shall be entitled to receive, in addition

to the Servicing Fee (which shall increase from 1.00% to 1.50%), an amount equal to 50% of all

late fees due and payable under the Note, whether paid by the Borrower or from the proceeds of

the liquidation of the Collateral.

(c) Sharing of Arranger's Loan Fee. It is further agreed among the parties

hereto that the Arranger shall be entitled to retain 2.50% out of the total 3.0% loan arrangement

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fee (the "Loan Fee") payable by the Borrower to the Arranger pursuant to Section 4(a)(1) of the

Arranger Agreement on the date hereof and shall pay the remaining portion of .50% to the

Participant. For the sake of clarity and the avoidance of doubt, if the Loan Fee equals

US$30,000.00, the Arranger would retain US$25,000.00 and the Participant would receive

US$5,000. All other amounts due to Arranger at any time under the Arranger's Agreement shall

be retained by Arranger.

(d) The Lender shall have no obligation to make any payment of principal,

interest or other amount payable under the Note to which the Participant may be entitled except

out of amounts actually received by the Lender pursuant to the Loan Documents.

(e) The foregoing provisions shall apply notwithstanding, and take

precedence over, the provisions set forth in the Note.

(f) If the Lender should for any reason make any payment to the Participant

in anticipation of the receipt of funds from the Borrower and such funds are not received by the

Lender from the Borrower on the date payment is due, then the Participant shall, on demand of

the Lender, forthwith return to the Lender any such amounts transferred to the Participant by the

Lender. If the Lender is required at any time to return to the Borrower or to a trustee, receiver,

liquidator, custodian or other similar official or to any other person any portion of the payments

made by any such person to the Lender (whether pursuant to any insolvency law, any sharingprovisions in the Note or otherwise), then the Participant shall, on demand of the Lender,

forthwith return to the Lender any such payments transferred to the Participant by the Lender

pursüãñt hereto, without interest on such payments (unless the Lender is required to pay interest

on such amounts to the person recovering such payments, in which case the Participant shall be

required to pay interest at a like rate).

(g) Subject to and on the terms and conditions of the Loan Documents, the

Lender will demand payment from the Borrower for amounts, if any, to which the Lender may

by entitled under the Loan Documents. Upon receipt of payment from the Borrower of any such

claim, the Lender will promptly remit to the Participant its pro r_ata share of the amount thereof.

If the Participant makes any claim pursuant to this Section 4(g), the Lender shall either (i) make

payment directly to the Participant for any shortfall or (ii) purchase the participation held by the

Participant hereunder for the price and with the effect provided in the last two sentences of

Section 7(a) hereof.

(h) The Participant shall be entitled to interest on its Senior Participation

Percentage in the principal amount of the Loan at the interest rates set forth in Section 2 of the

Note.

5. Servicing Fee. Default Servicing Fee and Expenses. As detailed in the

Servicing Agreement, the Servicer shall be entitled to retain from Collections or, if not available

from Collections, the Lender shall pay to the Servicer, an annual fee which shall, for a period of

one full month, be equal to one-twelfth of the product of (a) 1.00% per annum and (b) the

outstanding principal balance of the Loan, payable monthly on the first (15) day of each month,

computed on the basis of the principal amount of the Loan outstanding as of the last day of the

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prior Collection Period. In addition, with respect to each Loan which experiences an Event of

Default (as defined in the applicable Loan Documentation), the Servicer shall be entitled to

retain from Collections or, if not available from Collections, the Lender shall pay to the Servicer,in addition to the Servicing Fee (which shall increase from 1.00% to 1.50%), an amount equal to

50% of all late fees and default interest due and payable under such Loan Documentation,whether paid by the Borrower or from the proceeds of the liquidation of the Collateral. Further,as detailed in the Servicing Agreement, the Participant shall be responsible for, and on demand

shall reimburse the Servicer for, its pro rata share (on the basis of the Participant's Senior

Participation Percentage) of all costs and expenses (including legal fees) incurred in connection

with the collection of amounts due under, the administration of, or the preservation or

enforcement of any rights conferred by, the Note or the Security Agreement; provided, however,that (i) the Participant's responsibility for such costs and expenses shall be capped at its

Participation Amount and (ii) if the Borrower shall thereafter reimburse the Lender for such

expenses, the Servicer will repay to the Participant the Participant's prq r_ata share of the amount

so reimbursed.

6. Indemnifications.

(a) The Participant agrees to indemnify and hold the Lender harmless against

all claims or losses the Lender may incur as a result of the Participant's failure to perform its

obligations under this Participation Agreement. Without limiting the generality of the foregoing,the Participant agrees that, if it fails to timely pay to the Lender any amount due hereunder, the

Participant shall pay to the Lender interest on such amount, from the due date thereof until paid,at a rate per annum equal to (i) the Lender's cost of funds (as certified by the Lender to the

Participant, which certification shall, save for manifest error, be binding on the Participant) or

(ii) if such amounts are not paid within five (5) Business Days after demand therefor, the Default

Rate.

(b) The Lender agrees to indemnify and hold the Participant harmless against

all claims or losses the Participant may incur as a result of the Lender's failure to perform its

obligations under this Participation Agreement. Without limiting the generality of the foregoing,the Lender agrees that, if it fails to timely pay to the Participant any amount due hereunder, the

Lender shall pay to the Participant interest on such amount, from the due date thereof until paid,at a rate per annum equal to (i) the Participant's cost of funds (as certified by the Participant to

the Lender, which certification shall, save for manifest error, be binding on the Lender) or (ii) if

such amounts are not paid within five (5) Business Days after demand therefor, the Default Rate.

7. Administration of the Loan Documents. (a) Subject to obtaining in each

instance the prior written consent of the Participant so long as it holds a majority (i.e. at least

51%) of the Senior Participation Percentages in the Loan, the Lender or its designee will retain

the right to take all necessary actions, on behalf of itself and the Participant, with respect to

compliance, waivers and enforcement of terms and collection of amounts against the Borrower

under the Note, the Security Agreement and any related documents. However, both the Lender

and the Servicer shall be entitled to take any and all actions that are ministerial in nature pursuant

to the Loan Documents to which they are a party without seeking the consent of the Participant.

Moreover, the Lender or its designee will not, without the prior written consent of the Participant

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so long as it holds a majority (i.e. at least 51%) of the Senior Participation Percentages, (i)increase the amount of the Loan, (ii) postpone the time or times for payment of the principal of

or interest of the Loan, or (iii) reduce the principal amount of or the rates of interest on the Loan,or (iv) unless directed to do so in writing by the holders of at least fifty-one percent (51%) of the

beneficial interests in the Loan Documents (by participation or otherwise), waive any material

term of, agree to any material amendment to, or provide its consent, where required, to anymaterial action or inaction as provided in, the Note or the Security Agreement (including without

limitation withdrawals of cash from the Cash Collateral Account or movement of the Collateral

from any location other than Christie's). Further, the Lender or its designee shall seek the prior

written consent of the Participant so long as it holds a majority (i.e. at least 51%) of the Senior

Participation Percentages in the Loan for any material action or inaction as provided in the Loan

Documents. In the event that the Lender or its designee has requested the Participant's consent to

any of the matters referred to in clauses (i) through (iii), inclusive, or otherwise, of this

Section 7(a) and the Participant shall have failed to give such consent within five (5) Business

Days after the Lender or its designee shall have so requested it by telephone, facsimile or email,or within five (5) Business Days after the Participant shall have received such request if such

request is in writing and sent by certified or registered mail, then the Lender shall have the right,but shall be under no obligation, to purchase all of the Participant's participations purchased

hereunder for an amount equal to (x) the sum of the Participant's p.m rata share of (1) the unpaid

principal amount of the Loan and (2) the unpaid interest and other amounts accrued thereon to

which the Participant is entitled pursuant to this Participation Agreement less (y) any amounts

owed by the Participant to the Lender hereunder. After such purchase, neither the Lender, nor

the Lender's designee, nor the Participant shall have any rights or obligations hereunder except

under Section 6 hereof. Notwithstanding anything to the contrary in this section, Participant

acknowledges and agrees that Lender may place the Artwork comprising part of the Collateral

with Christie's for sale.

(b) In the exercise or enforcement of rights under the Note and the Security

Agreement, the Lender will exercise the same care as it exercises with respect to loans made for

its own account, but each of the Lender and the Arranger shall not, except for its own gross

negligence or willful misconduct, be liable to the Participant for any action taken or omitted byit. Without in any way limiting the foregoing, the Lender and the Arranger may rely upon the

advice of counsel concerning legal matters, upon advice of other consultants, professionals or

experts (whether hired by the Lender, the Arranger or the Borrower) concerning matters with

respect to which such consultants, professionals or experts have been retained and upon any

statement, certificate, resolution, notice, written communication or telephone conversation that

the Lender or the Arranger believes to be genuine and correct or to have been signed, sent or

made by the proper person. The Lender shall be required to make reasonable and regular inquiry

coñcerning the performance by the Borrower of his obligations and liabilities under or in respect

of the Note and the Security Agreement. The Lender shall have no obligations to make anyclaim on, or assert any lien upon, or assert any setoff against, any property held by it. So long as

it in no way hinders or diminishes the Participant's rights or ability to receive payments

hereunder, the Lender may accept credit balances from, make loans or otherwise extend credit to,and generally engage in any kind of banking or trust business with, the Borrower and receive

payment on such loans or extensions of credit, accept fees and other consideration for services in

coññection therewith and otherwise act with respect thereto freely and without accountability in

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the same niâüñer as if this Participation Agreeiñêñt and the transactions contemplated herebywere not in effect.

(c) The Lender shall either promptly deliver or cause to be delivered to the

Participant following the closing a copy of each Loan Document including (i) each document

delivered to the Lender pursuant to the Note or the Security Agreement at the time each such

document is delivered to the Lender, (ii) a copy of each amendment, consent or waiver of, or

with respect to, the Note or the Security Agreement, (iii) copies of all certificates, notices and

financial reports as may be provided by the Borrower to the Lender from time to time, and (iv) a

copy of the certificate of insurance provided by the Borrower to the Lender pursuant to the Loan

Documents. The Lender will also promptly notify the Participant of the occurrence of any Event

of Default under the Note and of any action (including enforcement proceedings) taken or

desired to be taken under the Note or the Security Agreement with respect thereto of which, in

each case, a responsible officer of the Lender shall have actual knowledge. The Arranger will

promptly notify the Participant of the occurrence of any material activities under the Arranger

Agreement. Absent bad faith, however, neither the Lender nor the Arranger shall have any

liability to the Participant for failing to promptly furnish to the Participant any such document or

notice.

(d) If, at any time the Participant so long as it holds a majority (i.e. at least

51%) of the Senior Participant Percentages in the Loan notifies the Lender that it reasonablybelieves (in its sole and absolute discretion) that the Lender engaged in gross negligence or

willful misconduct in enforcing the terms of the Loan Documents as against the Borrower

resulting in demonstrable harm to the Participant, then (i) the Lender shall have the option to

purchase the participations held by the Participant hereunder for the price and with the effect

provided for in the last two sentences of Section 7(a) hereof, or (ii) if the Lender does not

exercise such option, the Participant may remove the Lender from such role by giving such partyno less than ten (10) Business Days prior written notice specifying in said notice the factual basis

upon which the tennination action is based and giving such party a cure period of ten (10)Business Days to eliminatc the alleged grossly negligent or willful misconduct and the

demonstrable harm specified by the Participant in its notice, and, failing such cure, replace the

Lender with the Participant to fulfill such duties. In such instance, the Participant shall assume

all the rights and obligations of the Lender as set forth herein and with respect to the Loan

Documents.

8. Representations. The Lender makes no representations or warranties, express or

implied, and assumes no responsibility with respect to the legality, validity, enforceability,

perfection, sufficiency, value or collectivity of the Loan, the Note or the Security Agrccmcñt or

related documents or any collateral therefor or any rights afforded thereby or matters mentioned

therein, or with respect to the condition (fiñañcial or otherwise) of the Borrower, or with respect

to the validity, enforceability, authenticity or accuracy of any statement, report, certificate or

other information made or given or to be given to the Lender by the Borrower in connection with

the Note or the Security Agreement. Notwithstanding the foregoiñg, each of the Lender and the

Participant represents and warrants to the other that:

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(a) It is duly formed and validly existing under the laws of Bermuda, with full

power and authority to conduct its business as it is currently being conducted and to own its

assets; and has secured any other authorizations, approvals, permits and orders required by law

for the conduct by it of its business as it is currently being conducted.

(b) It has all requisite power and authority to enter into this Agreement and to

perform all the obligations required to be performed by it hereunder, and such performance will

not contravene any law, rule or regulation binding on it.

(c) All action on its part required for the lawful execution and delivery of this

Agreement has been taken. Upon the execution and delivery of this Agreement, this Agreement

will be a valid and binding obligation of the undersigned, enforceable in accordance with its

terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or

other laws of geñeral application affecting enforcement ofcreditors'

rights, and (b) as limited by

general principles of equity that restrict the availability of equitable remedies.

(d) The Lender represents and warrants to the Participant that the Artwork

comprising Collateral (as such terms are defined in the Note and Security Agreement) will be

placed for consignment with Christie's upon the funding of the Loan and that the Lender has

received evidence of insurance upon the Collateral as called for by the Note and the Security

Agreement.

9. Independent Evaluation. The Parties hereby acknowledge and agree that

the Participant has relied on the information supplied to it by the Lender and Arranger in respect

of the financial condition and affairs of the Borrower in connection with his obligations under

the Note and Security Agreement and the Participant has not conducted an indepeñdent

assessment of same. The Participant confirms that following such review of the information and

any such follow-up investigations, it has of its own volition entered into this Agrccment. The

Lender and the Arranger hereby agree to promptly provide the Participant with any credit or

other information with respect to the Borrower that comes into the Lender's or Arranger's

possession before the making of the Loan or any time or times thereafter.

10. Assignment. The Participant agrees that it shall not, without the prior

written consent of the Lender, which shall not be unreasonably withheld, sell, assign, subdivide

or transfer in any way, or grant any participation in, all or any part of its participation hereüñder.

So long as the Participant holds a majority (i.e. at least 51%) of the Senior Participant

Percentages in the Loan, the Lender may sell, assign, subdivide or transfer, or grant further

participations in, any of the Loan Documents only to an Affiliate of the Lender, with the prior

written consent of the Participant, which shall not be unreasonably withheld. The Lender agrees

that it will not affirmatively resign its status as "Lender" under the Note so long as the

Participant remains a participant with the Lender in the Loan.

11. Entire Agreement. This Participation Agreement and the other documents

being executed and delivered today between the Lender, the Servicer and the Participant contain

the entire agreement of the parties with respect to the subject matter hereof and shall not be

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modified except by written agreement of the parties. In addition, to the extent the terms of this

Participation Agreement conflict with the terms or provisions of any of the other Loan

Documents, the terms of this Participation Agrccmêñt shall control.

12. Terms. Words and expressions used herein and defined in the Note or the

Security Agreement shall have the same meaning herein as therein defined.

13. Governing Law. This Participation Agreement and all rights and

obligations hereunder shall be governed by and construed in accordance with the laws of the

State of New York.

14. Notice. All notices, requests and demands to be made hereunder to the

parties hereto must be in writing (at the addresses set forth on the signature page hereto) and maybe given by any of the following means:

(1) personal delivery;

(2) reputable overnight courier service;

(3) electronic communication, whether by email or facsimile (if confirmed in

writing sent by registered or certified, first class mail, return receipt requested); or

(4) registered or certified, first class mail, return receipt requested.

Any notice, demand or request sent pursuant to the terms of this Agreement will be deciñed

received (i) if sent pursuant to subsection (1), upon such personal delivery, (ii) if sent pursuant to

subsection (2), on the next Business Day following delivery to the courier service, (iii) if sent

pursuant to subsection (3), upon dispatch if such dispatch occurs between the hours of 9:00 a.m.

and 5:00 p.m. (recipient's time zone) on a Business Day, and if such dispatch occurs other than

during such hours, on the next Business Day following dispatch and (iv) if sent pursuant to

subsection (4), 3 days following deposit in the mail. The addresses for notices are set forth

below under its signature block (or to such other address as the party being notified may have

designated in a notice given to the other party).

15. Judicial Proceedings. Any judicial proceeding brought by or against the

parties hereto involving, directly or indirectly, any matter in any way arising out of, related to, or

connected with, the Participation Agreement shall be brought only in a court located in the Cityand State of New York and each party (x) accepts, generally and unconditionally, the exclusive

jurisdiction of such courts and any related appellate court, and irrevocably agrees to be bound by

any judgment rendered thereby in connection with this Participation Agreement and

(y) irrevocably waives any objection it may now or hereafter have as to the venue of any such

suit, action or proceeding brought in such a court or that such court is an inconvenient forum.

EXCEPT TO THE EXTENT PROHIBITED BY LAW WHICH CANNOT BE WAIVED,EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN CONNECTIONWITH ANY ACTION OR PROCEEDING OF ANY NATURE WHATSOEVER ARISING

UNDER, OUT OF OR IN CONNECTION WITH, THIS PARTICIPATIONAGREEMENT AND IN CONNECTION WITH ANY CLAIM, COUNTERCLAIM,OFFSET OR DEFENSE ARISING IN CONNECTION WITH SUCH ACTION OR

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PROCEEDING, WHETHER ARISING UNDER STATUTE (INCLUDING ANY

FEDERALORSTATECONSTITUTION)ORUNDERTHELAWOFCONTRACT,TORT OR OTHERWISE AND INCLUDING, WITHOUT LIMITATION, ANYCHALLENGE TO THE LEGALITY, VALIDITY, BINDING EFFECT ORENFORCEABILITY OF THIS SECTION 15, OR THIS PARTICIPATIONAGREEMENT.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Participation

Agreement as of the date first above written.

ART CAPITAL BERMUDA LTD.

ByName: Ian S. Peck

Title: Director

Lender's Address:

Victoria Place,.31 Victoria Street

Hamilton HM10

Bermuda

Attention: Mr. Ian S. Peck

Telephone: 441-494-4000

Facsimile: 441-494-4111

MODERN T SERVICES, LLC

ByName: Ian S. Peck

Title: Managing Member

Arranger's Address:Modern Art Services, LLC

c/o Art Capital Group, LLC

850 Third Avenue, Suite 16D

New York, New York 10022

Attention: Mr. Ian S. Peck

Telephone: 212-585-3939

Facsimile: 212-585-0247

THE BANK OF .T. BU IELD & SON LIMITED

By__Name: Alan DayTitle: Vice President, Corporate B ing

ame: Raymond LongTitle: Vice President, Credit Risk Management

Participant's Address:65 Front Street

Hamilton HM12Bermuda

Attention: Vice President, Corporate BankingTelephone: 441-299-3966

Facsimile: 441-296-2851

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EXHIBIT A

PARTICIPATION CERTIFICATE

Original Principal Amount of Participation: US$1,000,000.00

Date: March 16, 2015

The undersigned hereby certifies that THE BANK OF N.T. BUTTERFIELD & SON

LIMITED, a company incorporated under the laws of Bermuda acting through its office at 65

Front Street, Hamilton HM12, Bermuda (the "Participant"), has acquired on this date, and is

holding for its account, a eighty-five percent (85.00%) undivided interest and participation in a

loan in the principal amount of US$1,000,000.00 (the "Loan"), made available by the

undersigned to as borrower ("Borrower"), and evidenced by a secured

promissory note, dated March 16, 2015, in the principal amount of US$1,000,000.00, executed

by the Borrower and payable to the order of the undersigned (the "Note").

This Participation Certificate is issued under and pursuant to, and is subject to the terms

and conditions of, that certain Participation Agreement dated as of March 16, 2015 (the

"Participation Agreement"), between the undersigned and the Participant. In particular, it is

understood that, subject to the terms and conditions of the Participation Agreement, the

Participant shall be entitled to interest on its participation in the principal amount of the Loan at a

rate per annum determined in accordance with the Note.

Anything in this Participation Certificate or the Participation Agreement to the contrary

notwithstariding, this Participation Certificate is not intandad to evidence a loan or extension of

credit to the undersigned and only entitles the holder to participate in the undersigned's rights in

and under the Note and the Security Agreement as described herein and in the Participation

Agreement.


ByName: Ian S. Peck

Title: Director



EXHIBIT A

PARTICIPATION CERTIFICATE

Original Principal Amount of Participation: US$1,000,000.00

Date: March 16, 2015

The undersigned hereby certifies that THE BANK OF N.T. BUTTERFIELD & SON

LIMITED, a company incorporated under the laws of Bermuda acting through its office at 65

Front Street, Hamilton HM12, Bermuda (the "Participant"), has acquired on this date, and is

holding for its account, a ninety percent (85.00%) undivided interest and participation in a loan

in the principal amount of US$1,000,000.00 (the "Loan"), made available by the undersigned to

as borrower ("Borrower"), and evidenced by a secured promissory note,

dated March 16, 2015, in the principal amount of US$1,000,000.00, executed by the Borrower

and payable to the order of the undersigned (the "Note").

This Participation Certificate is issued under and pursuant to, and is subject to the terms

and conditions of, that certain Participation Agreement dated as of March 16, 2015 (the

"Participation Agreement"), between the undersigned and the Participant. In particular, it is

understood that, subject to the terms and conditions of the Participation Agreemeñt, the

Participant shall be entitled to interest on its participation in the principal amount of the Loan at a

rate per annum determined in accordance with the Note.

Anything in this Participation Certificate or the Participation Agreement to the contrary

notwithstanding, this Participation Certificate is not intended to evidence a loan or extension of

credit to the undersigned and only entitles the holder to participate in the undersigned's rights in

and under the Note and the Security Agreement as described herein and in the Participation

Agreement.


By

Naeid: Ian S. Peck

Title: Director



CHRISTIE'S

February 25, 2015

Dear ,

My assessment of $800,000-1,200,000 USD for the Calder unpainted maquette we discussed this past

summer remains the same. I would not recommend a change to this value.

All the best,

Jonathan

Jonathan Laib

Senior Vice President

Senior Specialist

Christie's

Post-War and Contemporary Art

phone 212-636-2101

fax 212-636-4932

Christie's

20 Rockefeller Plaza, New York, NY 1

212.636.2000

www.christies.com



WillisArt Capital Group LLC, ACG Credit Company II LLC, Patriot Credit

Company LLC, Bluefin Capital Partners LLC, ACG Capital CompanyLLC and Modern Art Services LLC, as their interest may appear

1115 Broadway12th

New York, NY 10010

MEMORANDUM AND CERTIFICATE OF INSURANCE

NOTE: This is not a policy of insurance but is furnished as evidence of coverage under the insurâñce policies

listed below. This certificate does not increase the amount of insurañce provided under said policies, and islimited by the policy period of said insurance policy.

EFFECTIVE FROM: March 11, 2015 AT 12:01 A.M. TO: March 11, 2016 AT 12:01 A.M.

THIS IS TO CERTIFY that the policies listed below will be in effect for the period specified above insuring the

objects listed below in the amount set forth below with respect to each object insured as listed and valued hereonor on the attached listing of objects insured. Subject to the conditions, exclusions and limitations ceiitaliied

herein, the below-mentioned policies insure said property on the "wall to wall" basis against risks of physical lossor daiiiage from any external cause except: earthquake, wear and tear, gradual deterioration, inherent vice;damage resültiiig from any repairing, restoration or retouchiñg process; nuclear reaction, radiation or radioactive

contamination; risks of war and warlike action when not in overseas transit.

DESCRIPTIOli AMOUNT OF INSURANCE

Alexander Calder--

Unpainted Mobile

1962-1963

aluminum

150cm x 70cm

v LLUE: $1,600,000.00

SUBSCRIBING UNE D INSURANCE PROVIDED UNDERTHE FOLLOWING: ty: XL Specialty Insurance

oaara J. Condon nior Vice President

Willis Fine Art, Jewelry & Specie

Willis of New York, Inc.

12505 Park Potomac Avenue, Suite 300

Potomac, MD 20854

Telephone: (301) 530-5050

Facsimile: (301) 897-8506 Date: March 19, 2015

