Execution Version SETTLEMENT AGREEMENT ‘THIS SETTLEMENT AGREEMENT (this “Agreement” is made as of ‘March 11, 2011, by and among DESTINY USA HOLDINGS, LLC, a New York limited liability company (“Destiny Borrower”); ROBERT J. CONGEL (“R. Congel”); MOSELLE ASSOCIATES (“Moselle”); BRUCE A. KENAN (“Kenan”); BRUCE A. KENAN LIVING TRUST (“Kenan Trust”); JAMES A, TUOZZOLO (‘“Tuozzolo”); STEPHEN J. CONGEL (“S. Congel”) (S. Congel, R. Congel, Moselle, Kenan, Kenan Trust and Tuozzolo each being a “Guarantor” and together, the “Guarantors”); PYRAMID COMPANY OF ONONDAGA, a New York general partnership (‘Pyramid”); CAROUSEL CENTER CLG LLC, a Delaware limited liability company (“Carousel CLG”) (Destiny Borrower, together with Carousel CLG, the Guarantors, and Pyramid, the “Destiny Borrower Parties"); CAROUSEL ENTERPRISES COMPANY LLC, a Delaware limited liability company (“Mezzanine Borrower”; and together with Carousel CLG, the Guarantors and Pyramid, the “Mezzanine Borrower Parties"); CAROUSEL CENTER COMPANY LP. a New York partnership (“Carousel Borrower”; and together with the Destiny Borrower Parties and Mezzanine Borrower, the “Borrower Parties”); TESLA ENTERPRISES LLC, a New York limited liability company (“Buyer 1"); ATS ENTERPRISES LLC, a New York limited liability company (‘Buyer II”; and together with Buyer I, the “Buyer Group”); and CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation (“Lender”) WHEREAS, Destiny Borrower and Lender (as both initial lender and agent) are parties to that certain Amended and Restated Building Loan, Project Loan and Security Agreement, dated as of February 15, 2007 (the “Original Destiny Loan Agreement”), pursuant to which Lender made to Destiny Borrower one or more loans (collectively, the “Destiny Loan”), which Destiny Loan is evidenced by that certain Amended and Restated Building Loan Note made by Destiny Borrower in favor of Lender, dated as of February 15, 2007, and that certain Amended and Restated Project Loan Note made by Destiny Borrower in favor of Lender, dated as of February 15, 2007 (collectively, the “Original Destiny Notes”); WHEREAS, in connection with the Destiny Loan, among other things, (i) Destiny Borrower and the City of Syracuse Industrial Development Agency (“SIDA”) executed in favor of Lender that certain Building Loan Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, dated as of February 27, 2007, and recorded on March 23, 2007 in the Clerk’s Offfice of Onondaga County, New York State (the “County Clerk’s Office”), at Liber 15124, mp 371; (ii) Destiny Borrower and SIDA executed in favor of Lender that certain Project Loan Mortgage, Security Agreement, Financing Statement, Fixture Filing and Assignment of Leases, Rents and Security Deposits, dated as of February 27, 2007, and recorded on March 23, 2007 in the County Clerk’s Office at Liber 15124, mp 425 (as same shall be consolidated and modified as of the date hereof pursuant to that certain Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents,Security Agreement and Fixture Filing, among Destiny Borrower, Lender and SIDA, the “Destiny Mortgage”); (ii) Destiny Borrower executed in favor of Lender that certain Assignment of Leases and Rents, dated as of February 27, 2007, and recorded on March 23, 2007 in the County Clerk's Office at Liber 15124, mp 511 (the “Destiny Assignment of Leases”); (iv) the Guarantors executed in favor of Lender that certain Amended and Restated Bad Boy Guaranty, dated as of February 15, 2007 (the “Destiny Bad Boy Guaranty”); (v) Destiny Borrower, the Guarantors, and Pyramid executed in favor of Lender that certain Environmental Indemnity Agreement, dated as of December 28, 2005, as reaffirmed by that certain Reaffirmation of Environmental Indemnity Agreement, dated as of February 15, 2007; (vi) the Guarantors executed in favor of Lender that certain Partial Principal Guaranty, dated as of December __, 2005, as reaffirmed by that certain Reaffirmation of Partial Principal Guaranty, dated as of February 15, 2007 (together, the “Partial Principal Guaranty"); (vii) the Guarantors executed in favor of Lender that certain Completion Guaranty, dated as of December 28, 2005, as reaffirmed by that certain Reaffirmation of Completion Guaranty, dated as of February 15, 2007 (logether, the “Completion Guaranty"); (vii) Carousel CLG executed in favor of Lender that certain Amended and Restated Pledge and Security Agreement, dated as of March 2, 2006, as ratified by that certain Ratification of Pledge and Security Agreement, dated as of February 15, 2007, granting a security interest in certain equity interests to secure the Destiny Loan (the “Destiny Pledge”); (ix) Destiny Borrower, SIDA, LaSalle Bank National Association (“LaSalle”), as collateral agent, Manufacturers and ‘Traders Trust Company (“MTTC"), as bond trustee, and Lender executed that certain Amended and Restated Collection Account Agreement, dated as of February 27, 2007; (x) Destiny Borrower executed in favor of Lender that certain Assignment of Agreements, Plans, and Permits, dated as of February 27, 2007; (xi) Destiny Borrower executed in favor of Lender that certain Assignment of PILOT Documents Agreement, dated as of February _ 2007 (the “Assignment of PILOT Documents”); (xii) SIDA executed in favor of Lender (with an acknowledgement by Destiny Borrower) that certain Pledge and Assignment, dated as of February 1, 2007, and recorded on March 23, 2007 in Onondaga County, New York at Liber 15120, mp 486 (the “SIDA Pledge”); (xiii) Destiny Borrower, Lender and Citibank, N.A. executed that certain Collateral Assignment of Hedge Agreement, dated as of. _5 (xiv) Destiny Borrower executed in favor of Lender that certain Post-Closing Agreement, dated as of February 15, 2007; and (xv) Lender filed the following financing statements: that certain UCC Financing Statement naming SIDA as debtor and Lender as secured party filed in the County Clerk’s Office on March 23, 2007 at No, 2007-260; that certain UCC Financing Statement naming Destiny Borrower as debtor and Lender as secured party, filed in the County Clerk's Office on March 23, 2007 at No, 2007-261; that certain UCC Financing Statement naming Destiny Borrower as debtor and Lender as secured party, filed with the New York Secretary of State on April 11, 2007 at 2007041 10284653; and that certain UCC Financing Statement naming Carousel CLG as debtor and Lender as secured party, filed with the Delaware Secretary of State on March 16, 2006 at initial filing number 60895854 (the Original Destiny Loan Agreement, the Original Destiny Notes, the documents listed in clauses (i) through (xv) of this paragraph and the Destiny Loan Modification Documents (as defined below), collectively, the “Destiny Loan Documents”); DoetstsposeainsWHEREAS, Lender has also made a mezzanine loan to Mezzanine Borrower in the principal amount of One Hundred Million and 00/100 Dollars ($10,000,000) (the “Mezzanine Loan”) pursuant to that certain Amended and Restated Mezzanine Loan Agreement, by and between Mezzanine Borrower and Lender, dated as of February 15, 2007 (the “Original Mezzanine Loan Agreement”), which Mezzanine Loan is evidenced by that certain Promissory Note in said principal sum made by Mezzanine Borrower in favor of Lender, dated as of December 28, 2005 (the “Mezzanine Note”); WHEREAS, in connection with the Mezzanine Loan, (i) Mezzanine Borrower executed in favor of Lender that certain Pledge Agreement, dated as of December 28, 2005, as ratified by that certain Ratification of Pledge Agreement, dated as of February 15, 2007 (together, the “Mezzanine Borrower Pledge”); (ji) Carousel CLG executed in favor of Lender that certain Pledge and Security Agreement, dated as of December 28, 2005, as ratified by that certain Ratification of Pledge and Security Agreement, dated as of February 15, 2007 (together, the “Mezzanine CLG Pledge”, and together with the Mezzanine Borrower Pledge, the “Mezzanine Pledges”); (ii) the Guarantors executed in favor of Lender that certain Amended and Restated Guaranty of Non-Recourse Obligations, dated as of February 15, 2007 (the “Mezzanine Guaranty of Non-Recourse Obligations”); (iv) Mezzanine Borrower, the Guarantors, and Pyramid executed in favor of Lender that certain Environmental Indemnity Agreement, dated as of December 28, 2005, as reaffirmed by that certain Reaffirmation of Environmental Indemnity Agreement, dated as of February 15, 2007; (v) LaSalle, Mezzanine Borrower, and Lender executed that certain Collection Account Agreement, dated as of December 28, 2005; (vi) Mezzanine Borrower, Carousel Management Company L.L.C., as manager, and Lender executed that certain Manager’s Consent and Subordination of Management Agreement, dated as of December 28, 2005; (vii) the Guarantors may have executed in favor of Lender that certain QEZE Pledge Agreement, dated as of December 28, 2005; and (viti) Mezzanine Borrower executed in favor of Lender that certain Post- Closing Agreement, dated as of February 15, 2007 (all the documents described in clauses (i) through (vii) of this paragraph; the Original Mezzanine Loan Agreement; the Mezzanine Note; that certain UCC Financing Statement naming Mezzanine Borrower as debtor and Lender as secured party, filed with the Delaware Secretary of State on September 19, 2008 at initial filing number 20083186820; and that certain UCC Financing Statement naming Carousel CLG as debtor and Lender as secured party, with the Delaware Secretary of State on October 17, 2008 at initial filing numbe 20083514211; as any of the foregoing may have been revised, restated, amended or modified from time to time, together with all other agreements, certificates, or other documents evidencing, securing or guaranteeing, and executed by one or more Borrower Parties, in connection with the Mezzanine Loan, together with the Mezzanine Loan Modification Documents (as defined below), collectively, the “Mezzanine Loan Documents’ led WHEREAS, Lender has also made a mortgage loan to Carousel Borrower in the aggregate principal amount of Three Hundred Ten Million and 00/100 Dollars (310,000,000) (the “Carousel Loan”; and together with the Destiny Loan and the Doe st so0s