CONSTRUCTION LOAN AGREEMENT

for a revolving loan in the amount of

$20,000,000.00

MADE BY AND BETWEEN

GOLD PEAK AT PALOMINO PARK LLC, a Colorado limited liability company c/o Wellsford Real Properties, Inc.
6700 Palomino Parkway
Highlands Ranch, Colorado 80130

AND

KEYBANK NATIONAL ASSOCIATION,
(Income Property Group)
a national banking association, 1675 Broadway, Suite 400
Denver, Colorado 80202

Dated as of April 6, 2005

CONSTRUCTION LOAN AGREEMENT

Project Commonly Known as
“Gold Peak at Palomino Park”

        THIS CONSTRUCTION LOAN AGREEMENT (“ Agreement ”) is made as of April 6, 2005, by and between GOLD PEAK AT PALOMINO PARK LLC, a Colorado limited liability company (“ Borrower ”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, its successors and assigns (“ Lender ”).

W I T N E S S E T H :

RECITALS

A.     Borrower is the owner in fee simple of land located in the City of Highlands Ranch, County of Douglas, State of Colorado, and legally described in Exhibit A attached hereto (the “ Land ”). Borrower proposes to construct a condominium project to be known as “Gold Peak at Palomino Park” on the Land consisting of thirty-nine (39) two (2)-story buildings containing two hundred fifty-nine (259) Units (as hereinafter defined) and approximately seven hundred twenty-three (723) parking spaces consisting of two hundred twenty (220) attached two-car garages, thirty-nine (39) attached one-car garages, thirty-two (32) detached one-car garages and two hundred twelve (212) surface parking spaces (the “ Project ”).

B.     Borrower has applied to Lender for a revolving loan in the amount of up to Twenty Million and 00/100 DOLLARS ($20,000,000.00) (the “ Loan ”) to reimburse Borrower for construction costs incurred in connection with the construction of the Project, and Lender is willing to make the Loan on the terms and conditions hereinafter set forth.

        NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

         Incorporation of Recitals and Exhibits . The foregoing preambles and all other recitals set forth herein are made a part hereof by this reference. Exhibits A through L, to this Agreement are attached hereto are incorporated in this Agreement and expressly made a part hereof by this reference.

ARTICLE 1
DEFINITIONS

         1.1      Defined Terms . The following terms as used herein shall have the following meanings:

         Adjusted Prime Rate : A rate per annum equal to the sum of (a) the Prime Rate Margin and (b) the greater of (i) the Prime Rate or (ii) one percent (1%) in excess of the Federal Funds Rate. Any change in the Adjusted Prime Rate shall be effective immediately from and after a change in the Adjusted Prime Rate (or the Federal Funds Rate, as applicable).

         Affiliate : With respect to a specified person or entity, any individual, partnership, corporation, limited liability company, trust, unincorporated organization, association or other entity which, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such person or entity, including, without limitation, any general or limited partnership in which such person or entity is a partner.

         Agreement : This Construction Loan Agreement.

         Appraisal : An MAI certified appraisal of the Project performed in accordance with FIRREA and Lender's appraisal requirements by an appraiser selected and retained by Lender.

         Architect : Harrington Architectural Partnership LLC, a Colorado limited liability company.

         Architect's Certificate : A certificate in the form of Exhibit E attached hereto executed by the Architect in favor of Lender.

         Assignment of Declarant’s Rights : That certain Assignment of Declarant’s Rights of even date herewith by and between Borrower, as assignor, and Lender, as assignee.

         Assignment of Declarant’s Rights (Condominium) : That certain Assignment of Declarant’s Rights (Condominium) by and between Borrower, as assignor, and Lender, as assignee, in the form attached hereto as Exhibit K .

         Assignment of Management Agreement and Consent and Agreement of Manager: That certain Assignment of Management Agreement and Consent and Agreement of Manager by and between Borrower, as assignor, and the manager referenced therein, as assignee, in the form attached hereto as Exhibit L .

         Assignment of Rights under Contracts of Sale : That certain Assignment of Rights under Contracts of Sale of even date herewith by and between Borrower, as assignor, and Lender, as assignee.

         Authorized Representative : David Strong.

         Bankruptcy Code : Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor thereto or any other present or future bankruptcy or insolvency statute.

         Budget : A budget specifying all costs and expenses of every kind and nature whatever to be incurred by Borrower in connection with the construction of (i) the Project; and (ii) each Condominium Building within a specific Phase.

         Budget Line Item : As such term is defined in Section 7.2.

         Business Day : A day of the year on which banks are not required or authorized to close in Cleveland, Ohio.

         Change Order : Any request for changes in the Plans and Specifications (other than minor field changes.

         Closing Date : Means the date of this Agreement.

         Commitment Fee : As such term is defined in Section 5.1.

         Completion Date : Means, with respect to the first Phase of the Project, April 1, 2007, and with respect to each Condominium Building within any Phase of the Project, two hundred ten (210) days after the date of the first disbursement of the Condominium Building Allocation for such Condominium Building.

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         Completion Guaranty : A guaranty of performance and completion in form and substance acceptable to Lender, executed by Guarantor.

         Condominium : The Gold Peak at Palomino Park Condominium, a condominium to be established in accordance with the Condominium Statute pursuant to the Condominium Documents.

         Condominium Building : Each residential condominium building, containing five (5) or seven (7) Units that the Borrower will construct on each Condominium Building Site with proceeds of the Construction Loan, together with any other appurtenant or ancillary improvements needed for the use or occupancy of such Condominium Building, including garages, parking areas and adjoining common areas and common elements.

         Condominium Building Allocation : That portion of the principal amount of the Loan, whether disbursed and outstanding, or undisbursed, allocated by Lender to pay the cost of construction of a Condominium Building in accordance with the Budget approved by Lender with respect to such Condominium Building.

         Condominium Building Allocation Repayment Date : The 365 ^th day subsequent to the date Lender establishes a Condominium Building Allocation for the applicable Condominium Building, which date shall be set forth in Lender’s books and records, as said date may be extended for a period of one hundred eighty (180) days, but in no event beyond the Maturity Date.

         Condominium Building Commencement Date : Thirty (30) days after the establishment of the Condominium Building Allocation with respect to the applicable Condominium Building.

         Condominium Building Site : A Building Site upon which a Condominium Building shall be constructed.

         Condominium Documents: All of the documents required by the Condominium Statute or otherwise, relating to the submission of the Project to the provisions of the Condominium Statute or to the regulation, operation, administration or sale thereof after such submission, including, but not limited to Declaration, Map, Articles of Incorporation, by-laws and rules and regulations of a condominium association, management agreement, and the Contract of Sale and deed forms to be used in connection with the sale of the Units or Parking Spaces, all of which must be reasonably acceptable to Lender in form and substance.

         Condominium Statute : C.R.S. 38-33.3-101 et seq., as the same may be amended from time to time.

         Construction or construction : The construction and equipping of the Improvements in accordance with the Plans and Specifications required to be performed by Borrower for the construction of the Project.

         Construction Schedule : A schedule reasonably satisfactory to Lender and Lender’s Consultant, establishing a timetable for completion of the Construction, with respect to the first Phase of the Project showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements within such Phase including each Condominium Building, garage and amenity can be completed on or before the Completion Date for the first Phase, and with respect to each Condominium Building and ancillary Improvements to be constructed in a subsequent Phase, a schedule satisfactory to Lender and Lender’s Consultant, establishing a timetable for completion of the Construction of such

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Condominium Building showing, on a monthly basis, the anticipated progress of such Construction and showing such Construction can be completed on or before the Completion Date for such Condominium Building.

         Contingency Fund : A Budget Line Item which shall represent an amount necessary to provide reasonable assurances to Lender that additional funds are available to be used if additional costs and expenses are incurred or additional interest accrues on the Loan, or unanticipated events or problems occur.

         Contract Deposits: All reservations, deposits, down payments, or the like paid under Contracts of Sale or reservation receipts for Units at the Project.

         Contract of Sale: A legally enforceable contract, in form and content satisfactory to Lender and Lender’s counsel, between Borrower and a bona fide third party purchaser for the sale and purchase of an individual Unit with a Contract Deposit of not less than $2,500.00 which Contract Deposit shall have been paid and such deposit shall be in the form of cash or immediately available funds and held by the Title Insurer in an account established by such Title Insurer at Lender.

Each contract must by the terms thereof (i) be expressly inferior and subordinate to the lien of any deeds of trust now or hereafter existing for the benefit of Lender which encumbers the Project, (ii) be non-assignable without the Lender’s prior written consent, and (iii) otherwise comply with all requirements of Governmental Authorities so that the purchaser of such Unit shall have no election or right to rescind such contract without the loss of its Contract Deposit. A purchaser shall not be considered a bona fide third party purchaser if it has contracted, directly or indirectly, for the purchase of more than two (2) Units. In addition, no more than two (2) Units may be purchased by purchasers of multiple Units. Moreover, a bona fide third party purchaser shall not include the Borrower, any member or manager of the Borrower, any stockholder, director, officer, partner, member or manager of any member or manager of Borrower, or any partner, member, manager, stockholder, director or officer of any constituent party of any member or manager of the Borrower, or any member of the immediate family or affiliate (as defined in Rule 405 of the Securities Act of 1933) of any of the foregoing parties.

         Control : As such term is used with respect to any person or entity, including the correlative meanings of the terms “controlled by” and “under common control with”, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

         Daily LIBOR Rate : The rate of interest calculated by Lender on a daily basis equal to the one month rate of interest (rounded upward to the next highest 1/16th of 1%) of the one month London interbank offered rate for deposits in U.S. Dollars at approximately 11:00 a.m. (London time) on the second preceding Business Day; as determined and adjusted from time to time in Lender’s sole discretion. For purposes of this Definition, “Business Day” means a day other than a Saturday or Sunday on which commercial banks are open for international business, including dealings in U. S. Dollar deposits, in London, England.

         Deed of Trust : A Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Construction Loan), executed by Borrower for the benefit of Lender securing this Agreement, the Note, and all obligations of Borrower in connection with the Loan, granting a second priority lien on Borrower’s fee interest in the Project, subject only to the Permitted Exceptions.

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         Default or default : Any event, circumstance or condition, which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default hereunder.

         Default Rate : A rate per annum equal to three percentage points (300 basis points) in excess of the Interest Rate otherwise applicable on each outstanding advance of the Loan, but shall not at any time exceed the highest rate permitted by law.

         Deficiency Deposit : As such term is defined in Section 8.1.

         Development Loan : That certain loan in the amount of Eight Million Eight Hundred Thousand and 00/100 Dollars ($8,800,000.00) from Lender to Borrower for the development of the Project.

         Environmental Indemnity : An environmental indemnity from the Borrower and Guarantor, jointly and severally, indemnifying Lender with regard to all matters related to Hazardous Material and other environmental matters.

         Environmental Proceedings : Any environmental proceedings, whether civil (including actions by private parties), criminal, or administrative proceedings, relating to the Project.

         Environmental Report : An environmental report with respect to the Project prepared at Borrower’s expense by a qualified environmental consultant approved by Lender, dated not more than three (3) months prior to the date of this Agreement and addressed to Lender (or subject to separate letter agreement permitting Lender to relay on such environmental report) and satisfactory to Lender in form and substance, as determined by Lender in its sole discretion.

         ERISA : The Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.

         Event of Default : As such term is defined in Article 13.

         Extension Fee : A sum equal to one-sixteenth of one percent (1/16 of 1%) of the amount of the Condominium Building Allocation pertaining to the Condominium Building for which Borrower has requested a one hundred eighty (180) days extension of the Condominium Building Allocation Repayment Date, if such extension would result in the extension of the applicable Condominium Building Allocation Repayment Date beyond May 1, 2008.

         Facility Expiration Date : May 1, 2008.

         Federal Funds Rate : Shall mean, for any day, the rate per annum (rounded upward to the nearest on one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.”

         FIRREA : The Financial Institutions Reform, Recovery And Enforcement Act of 1989, as amended from time to time.

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         Foundation Survey : A survey of the Project showing the location of the foundation or foundation slab of each Condominium Building prepared subsequent to the completion of the installation of such foundation or foundation slab of each Condominium Building.

         Garage/Amenity Allocation : A portion of the principal amount of the Loan in the approximate sum of $809,601.00, whether disbursed and outstanding or undisbursed, allocated by Lender to pay the cost of the construction of garages and amenities (excluding the cost of model furniture, fixtures and equipment) as set forth in the Budget for the Project.

         General Contract : The contract between Borrower and General Contractor, pertaining to the construction of all onsite and offsite Improvements for the Project.

         General Contractor : Tri-Star Construction West, LLC, a Colorado limited liability company.

         Governmental Approvals : Collectively, all consents, licenses, and permits and all other authorizations or approvals required from any Governmental Authority for the Construction in accordance with the Plans and Specifications.

         Governmental Authority : Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.

         Guarantor : Wellsford Real Properties, Inc., a Maryland corporation.

         Hazardous Material : Means and includes gasoline, petroleum, asbestos containing materials, explosives, radioactive materials or any hazardous or toxic material, substance or waste which is defined by those or similar terms or is regulated as such under any Law of any Governmental Authority having jurisdiction over the Project or any portion thereof or its use, including: (i) any “hazardous substance” defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14) as may be amended from time to time, or any so-called “superfund” or “superlien” Law, including the judicial interpretation thereof; (ii) any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (iii) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (iv) any petroleum, including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (vi) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910; and (vii) any other toxic substance or contaminant that is subject to any other Law or other past or present requirement of any Governmental Authority. Any reference above to a Law, includes the same as it may be amended from time to time, including the judicial interpretation thereof.

     Improvements .        The improvements referred to in Recital A and more particularly described in the Plans and Specifications, together with any existing improvements on the Land which are not be demolished.

         In Balance or in balance : As such term is defined in Section 8.1.

         Including or including : Including but not limited to.

         Interest Rate Agreement . As such term is defined in Section 3.9.

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         Interest Rate Protection Product . As such term is defined in Section 3.9.

         Internal Revenue Code : The Internal Revenue Code of 1986, as amended from time to time.

         Land : As such term is defined in Recital A.

         Laws : Collectively, all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction.

         Late Charge : As such term is defined in Section 3.6.

         Leases : The collective reference to all leases, subleases and occupancy agreements affecting the Project or any part thereof now existing or hereafter executed and all amendments, modifications or supplements thereto approved in writing by Lender.

         Lender : As defined in the opening paragraph of this Agreement.

         Lender's Consultant : An independent consulting architect, inspector, and/or engineer designated by Lender in Lender's sole discretion.

         LIBOR Business Day : A Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.

         LIBOR Rate Margin : 1.65 percent (one hundred sixty-five (165) basis points) per annum.

         Loan : As defined in Recital B.

         Loan Amount : Twenty Million and 00/100 Dollars ($20,000,000.00).

         Loan Documents : The collective reference to this Agreement, the documents and instruments listed in Section 3.2, and all the other documents and instruments entered into from time to time, evidencing or securing the Loan or any obligation of payment thereof or performance of Borrower’s or Guarantor’s obligations in connection with the transaction contemplated hereunder, and any Interest Rate Agreement, each as amended.

         Major Subcontractor : Any subcontractor under a Major Subcontract.

         Major Subcontracts : All subcontracts between Borrower or General Contractor and any subcontractors and materials suppliers which provide for an aggregate contract price equal to or greater than $500,000.00.

         Material Adverse Change or material adverse change : If, in Lender’s reasonable discretion, the business prospects, operations or financial condition of a person, entity or property has changed in a manner which could impair the value of Lender’s security for the Loan, prevent timely repayment of the Loan or otherwise prevent the applicable person or entity from timely performing any of its material obligations under the Loan Documents.

          Maturity Date : November 1, 2009.

         Model Unit : A Unit that is used or to be used as a model for marketing purposes.

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         Net Sales Proceeds : Shall mean the purchase price for each Unit and garage or parking space, including all amounts paid for extras and the like (excluding, however, amounts for extras and the like paid for from sources other than Loan proceeds), less a third party brokerage fee not to exceed six percent (6%) of such purchase price to the extent due from Borrower and customary closing costs and adjustments paid by the Borrower for deed stamps, recording fees, taxes, title insurance premiums and a $575.00 fee paid to a third-party warranty management company, not to exceed three percent (3%) of such purchase price.

         Note : A promissory note, in the Loan Amount, executed by Borrower and payable to the order of Lender, evidencing the Loan.

         Operating Account : A deposit account opened and maintained by Borrower with Lender, to be utilized in the manner set forth in Section 3.1(c).

         Payment Guaranty : A guaranty of payment executed by Guarantor and pursuant to which the Guarantor guarantees payment of principal, interest and other amounts due under the Loan Documents.

         Permitted Exceptions : Those matters listed on Schedule B to the Title Policy to which title to the Project may be subject on the date of the initial Loan disbursement and thereafter such other title exceptions as Lender may reasonably approve in writing.

         Phase : One of the three (3) construction phases of the Project, a general description of (i) the portion of the Land included within each such phase, and (ii) the portion of the Improvements, including the Condominium Buildings, to be constructed within each Phase as identified in Exhibit J attached hereto.

         Plans and Specifications : Detailed plans and specifications for the Improvements, including each Condominium Building, as approved by Lender, as modified hereafter with Lender’s prior written approval or as otherwise expressly permitted by this Agreement.

         Pre-Sold Unit : A Unit with respect to which a Contract of Sale has been entered into with a purchaser who has qualified for a mortgage loan to purchase such Unit or, who has been determined by Lender to be qualified pursuant to Lender’s customary underwriting criteria, and which Contract of Sale is subject only to completion of the Unit, final inspection of the Unit and closing.

         Prime Rate : That interest rate established from time to time by Lender as Lender’s prime rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest interest rate charged by Lender for commercial or other extensions of credit.

         Prime Rate Margin : 0% (zero basis points) per annum.

         Proceeding : As such term is defined in Section 16.15.

         Project : As set forth in Recital A.

Release Price : As such term is defined in Section 15.3(b).

         Required Permits : Each building permit, environmental permit, utility permit, land use permit, wetland permit and any other permits, approvals or licenses issued by any Governmental authority which are required in connection with Construction.

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         Soil Report : A soil test report with respect to the Project prepared by a licensed engineer satisfactory to Lender indicating to the satisfaction of Lender that the soil and subsurface conditions underlying the Project will support the Improvements.

         Spec Unit : A Unit, other than a Model Unit, that is not a Pre-Sold Unit or which at one time was a Pre-Sold Unit, but the Contract of Sale with respect thereto has lapsed or has been terminated, and is available for sale on the open market.

         State : The state of Colorado.

         Subcontracts : Subcontracts for labor or materials to be furnished to the Project.

         Tenant : The tenant under a Lease.

         Title Insurer : Land Title Guarantee Company as agent for Chicago Title Insurance Company, or such other title insurance company licensed in the State as may be approved in writing by Lender.

         Title Policy : An ALTA Mortgagee’s Loan Title Insurance Policy acceptable to Lender in its sole discretion with extended coverage issued by the Title Insurer insuring the lien of the Deed of Trust as a valid first, prior and paramount lien upon the Project and all appurtenant easements, and subject to no other exceptions other than the Permitted Exceptions.

         Transfer : Any sale, transfer, lease (other than a Lease approved by Lender), conveyance, alienation, pledge, assignment, mortgage, encumbrance hypothecation or other disposition of (a) all or any portion of the Project or any portion of any other security for the Loan, (b) all or any portion of the Borrower’s right, title and interest (legal or equitable) in and to the Project or any portion of any other security for the Loan, or (c) any interest in Borrower or any interest in any entity which directly or indirectly holds an interest in, or directly or indirectly controls, Borrower.

         Unavoidable Delay : Any delay in the construction of the Project, caused by natural disaster, fire, earthquake, floods, explosion, extraordinary adverse weather conditions, inability to procure or a general shortage of labor, equipment, facilities, energy, materials or supplies in the open market, failure of transportation, strikes or lockouts for which Borrower has notified Lender in writing.

     Unit.         Each residential condominium unit located within a Condominium Building which is constructed on the Land.

         1.2      Other Definitional Provisions . All terms defined in this Agreement shall have the same meanings when used in the Note, Deed of Trust, any other Loan Documents, or any certificate or other document made or delivered pursuant hereto. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement.

ARTICLE 2
BORROWER’S REPRESENTATIONS AND WARRANTIES

         2.1      Representations and Warranties . To induce Lender to execute this Agreement and perform its obligations hereunder, Borrower hereby represents and warrants to Lender as follows:

(a)     Borrower has good and marketable fee simple title to the Project, subject only to the Permitted Exceptions.

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(b)     No litigation or proceedings are pending, or to the best of Borrower’s knowledge threatened, against Borrower or Guarantor, which could, if adversely determined, cause a Material Adverse Change with respect to Borrower, Guarantor or the Project. There are no pending Environmental Proceedings and Borrower has no knowledge of any threatened Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings.

(c)     Borrower is a duly organized and validly existing limited liability company and has full power and authority to execute, deliver and perform all Loan Documents to which Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of Borrower.

(d)     No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor, partner, or member of Borrower or Guarantor, is required in connection with the execution, delivery and performance of this Agreement or any of the Loan Documents.

(e)     The execution, delivery and performance of this Agreement, the execution and payment of the Note and the granting of the Deed of Trust and other security interests under the other Loan Documents have not constituted and will not constitute, upon the giving of notice or lapse of time or both, a breach or default under any other agreement to which Borrower or Guarantor is a party or may be bound or affected, or a violation of any law or court order which may affect the Project, any part thereof, any interest therein, or the use thereof.

(f)     There is no default under this Agreement or any of the other Loan Documents, nor any condition which, after notice or the passage of time or both, would constitute a default or an Event of Default under said documents.

(g)     No condemnation of any portion of the Project, (ii) no condemnation or relocation of any roadways abutting the Project, and (iii) no proceeding to deny access to the Project from any point or planned point of access to the Project, has commenced or, to the best of Borrower’s knowledge, is contemplated by any Governmental Authority.

(h)     The amounts set forth in the Budget present a full and complete itemization by category of all costs, expenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the construction of each Phase of the Project.

(i)     Neither the Construction of the Improvements within the Project, nor any Phase of the Project, nor the use of the Project when completed and the contemplated accessory uses will, to the best of Borrower’s knowledge, violate (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting the Project or any Phase or part thereof. Neither the zoning authorizations, approvals or variances nor any other right to construct or to use the Project is to any extent dependent upon or related to any real estate other than the Land. All Government Approvals required for the Construction in accordance with the Plans and Specifications have been obtained, all Laws relating to the Construction of the Improvements have been complied with, and all permits and licenses required for the operation of the Project which cannot be obtained until the construction is completed of any Condominium Building or Phase of the Project, as applicable, can be obtained if the construction of such Condominium Building or Phase of the Project, as applicable, is completed in accordance with the Plans and Specifications.

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(j)     The Project, each Phase and each Condominium Building will have adequate water, gas and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Project, Phase and Condominium Building and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any applicable Laws.

(k)     No brokerage fees or commissions are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.

(l)     All financial statements and other information previously furnished by Borrower or Guarantor to Lender in connection with the Loan are true, complete and correct and fairly present the financial conditions of the subjects thereof as of the respective dates thereof and do not fail to state any material fact necessary to make such statements or information not misleading, and no Material Adverse Change with respect to Borrower or Guarantor has occurred since the respective dates of such statements and information. Neither Borrower nor Guarantor has any material liability, contingent or otherwise, not disclosed in such financial statements.

(m)     Except as disclosed in that certain Phase I Environmental Site Assessment — Gold Peak at Palomino Park report prepared by Terracon Consulting Engineers and Scientists Project No. 25047934 and dated January 11, 2005, to Borrower’s actual knowledge, (i) the Project is in a clean, safe and healthful condition, and, except for materials used in the ordinary course of the Construction of the Improvements, is free of all Hazardous Material and is in compliance with all applicable Laws; (ii) neither Borrower nor, to the best knowledge of Borrower, any other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under, at or in a manner to affect the Project, or any part thereof, and the Project has never been used (whether by Borrower or, to the best knowledge of Borrower, by any other person or entity) for any activities involving, directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material; (iii) neither the Project nor Borrower is subject to any existing, pending, or, to the best of Borrower’s knowledge, threatened investigation or inquiry by any Governmental Authority, and the Project is not subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) there are no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Materials of any sort on, under or affecting the Project.

(n)     The Project is taxed separately without regard to any other property and for all purposes the Project may be mortgaged, encumbered, conveyed and otherwise dealt with as an independent parcel.

(o)     The Loan is not being made for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation G, T, U or X issued by the Board of Governors of the Federal Reserve System, and Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System.

(p)     Borrower is not a party in interest to any plan defined or regulated under ERISA, and the assets of Borrower are not “plan assets” of any employee benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.

(q)     Borrower is not a “foreign person” within the meaning of Section 1445 or 7701 of the Internal Revenue Code. Borrower uses no trade name other than its actual name set forth herein.

(r)     The principal place of business of Borrower is 6700 Palomino Parkway, Highlands Ranch, Colorado 80130. Borrower’s place of formation or organization is the State of Colorado.

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(s)     Neither Borrower nor Guarantor is (or will be) a person with whom Lender is restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury of the United States of America (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, Borrower hereby agrees to provide to the Lender with any additional information that the Lender deems necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering and similar activities.

(t)     Contracts of Sale . To the best of Borrower’s knowledge, all of the Contracts of Sale when entered into will be valid and enforceable. The Borrower will not commit or suffer any act or omission which would or could constitute a default on its part entitling any purchaser to damages, rights of set-off or right to terminate any Contract of Sale. All Contract Deposits shall be held pursuant to the Contract of Sale by the Title Insurer.

(u)     Condominium Documents . To the extent such approval is required, the Condominium Documents will be approved by all applicable federal, state or local governmental agencies or entities with approval authority over such documents, and Borrower agrees to maintain such approvals in good standing throughout the term of the Loan.

         2.2      Survival of Representations and Warranties . Borrower agrees that all of the representations and warranties set forth in Section 2.1 and elsewhere in this Agreement are true as of the date hereof, and, except for matters which have been disclosed by Borrower and approved by Lender in writing, at all times thereafter. Each request for a disbursement under the Loan Documents shall constitute a reaffirmation of such representations and warranties, as deemed modified in accordance with the disclosures made and approved as aforesaid, as of the date of such request. It shall be a condition precedent to each disbursement of the Loan that each of said representations and warranties is true and correct as of the date of such requested disbursement. Each disbursement of Loan proceeds shall be deemed to be a reaffirmation by Borrower that each of the representations and warranties is true and correct as of the date of such disbursement. In addition, at Lender’s request, Borrower shall reaffirm such representations and warranties in writing prior to each disbursement hereunder.

ARTICLE 3
LOAN AND LOAN DOCUMENTS

         3.1      Agreement to Borrow and Lend . Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower, from time to time, the proceeds of the Loan upon the establishment of Condominium Building Allocations, for the purposes of and subject to all of the terms, provisions and conditions contained in this Agreement. The Loan shall constitute a revolving credit loan that Borrower may borrow, repay and reborrow for the purposes stated in this Agreement so long as no Material Adverse Change has occurred with respect to Borrower, Guarantor, or the Project and no default or Event of Default has occurred until the Maturity Date; provided, however, that as of the Facility Expiration Date, Borrower shall not be entitled to request or establish any new Condominium Building Allocation or the Garage/Amenity Allocation and shall only be entitled to receive disbursements for the construction of a Condominium Building for which a Condominium Building Allocation or the Garage/Amenity Allocation was established prior to the Facility Expiration Date.

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         3.2      Establishment of Condominium Building Allocations and Garage/Amenity Allocation .

(a)     Once the conditions set forth in Section 6.1(a) have been satisfied, Borrower shall be entitled to request that Lender establish a Condominium Building Allocation for an individual Condominium Building contained within each Phase of the Project; provided, however, that a Condominium Building Allocation will not be established for any Condominium Building within the second Phase of the Project until a Condominium Building Allocation has been established for all Condominium Buildings within the first Phase of the Project, and no Condominium Building Allocation for a Condominium Building located within the third Phase of the Project shall be established until Condominium Building Allocations for each Condominium Building in the second Phase have been established. Once the conditions set forth in Section 6.1(a) have been satisfied, Borrower shall be entitled to establish the Garage/Amenity Allocation.

(b)     The maximum amount of a Condominium Building Allocation for a Condominium Building within the first Phase containing five (5) Units prior to the payment in full of the Development Loan shall be $897,113.00, and after the payment of the Development Loan, such maximum amount of such a Condominium Building Allocation for a Condominium Building containing five (5) Units shall be $737,980.00. The maximum amount of a Condominium Building Allocation for a Condominium Building within the first Phase containing seven (7) Units prior to the payment in full of the Development Loan shall be $1,324,515.00, and after the payment of the Development Loan, the maximum amount of such a Condominium Building Allocation for a Condominium Building containing seven (7) Units shall be $1,084,325.00. The maximum amount of a Condominium Building Allocation for a Condominium Building within the second Phase containing five (5) Units prior to the payment in full of the Development Loan shall be $842,166.00, and after the payment of the Development Loan, such maximum amount of such a Condominium Building Allocation for a Condominium Building containing five (5) Units shall be $737,980.00. The maximum amount of a Condominium Building Allocation for a Condominium Building within the second Phase containing seven (7) Units prior to the payment in full of the Development Loan shall be $1,271,134.00, and after the payment of the Development Loan, the maximum amount of such a Condominium Building Allocation for a Condominium Building containing seven (7) Units shall be $1,084,325.00. The maximum amount of a Condominium Building Allocation for a Condominium Building within the third Phase containing five (5) Units prior to the payment in full of the Development Loan shall be $849,712.00, and after the payment of the Development Loan, such maximum amount of such a Condominium Building Allocation for a Condominium Building containing five (5) Units shall be $737,980.00. The maximum amount of a Condominium Building Allocation for a Condominium Building within the third Phase containing seven (7) Units prior to the payment in full of the Development Loan shall be $1,282,524.00, and after the payment of the Development Loan, the maximum amount of such a Condominium Building Allocation for a Condominium Building containing seven (7) Units shall be $1,084,325.00. Notwithstanding the foregoing, the maximum aggregate amount of all Condominium Building Allocations established at any one time, and the Garage/Amenity Allocation, whether fully disbursed, partially disbursed or undisbursed, shall not exceed $20,000,000.00.

(c)     Lender agrees that upon the satisfaction of the conditions precedent set forth in Sections 6.1 and 6.2 with respect to each Condominium Building included in a Phase of the Project, Lender shall establish a Condominium Building Allocation for each of the Condominium Buildings within such Phase.

(d)     No additional Condominium Building Allocation shall be established if as a result of the establishment thereof, (i) the outstanding unpaid amounts of all then existing Condominium Building Allocations plus the aggregate outstanding undisbursed amounts of all existing Condominium Building

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Allocations, including the Condominium Building Allocation which Borrower has requested to be established, would exceed the sum of $20,000,000.00; or (ii) the limitation on Spec Units set forth in Section 3.8 hereof would be violated.

(e)     Interest shall not accrue on any monies allocated to a Condominium Building Allocation or the Garage/Amenity Allocation until actually disbursed to Borrower or for its benefit. Any proceeds of a Condominium Building Allocation shall be used solely for the Lender approved direct or “hard” and indirect or “soft” costs incurred in connection with the construction of such Condominium Building in accordance with the budget therefor and shall not be available for any other purpose, unless and until the completion of construction of said Condominium Building and the transfer and sale of the Units contained therein in repayment to Lender of the outstanding balance of such Condominium Building Allocation. Any proceeds of the Garage/Amenity Allocation shall be used solely for the purposes set forth in the Budget for the Project.

(f)     Borrower shall open an Operating Account and Borrower authorizes Lender to disburse the Loan proceeds of each Condominium Building Allocation and the Garage/Amenity Allocation by crediting the Operating Account; provided , however , that Lender shall not be obligated to use such method. Lender is further authorized to pay and principal or interest due upon the Note when and as same shall become due by debiting funds on deposit in the Operating Account.

         3.3      Loan Documents . Borrower agrees that it will, on the date of this Agreement execute and deliver or cause to be executed and delivered to Lender the following documents in form and substance acceptable to Lender:

(a)     The Note.

(b)     The Deed of Trust.

(c)     The Completion Guaranty.

(d)     The Payment Guaranty.

(e)     The Environmental Indemnity.

(f)     A collateral assignment of construction documents, including, without limitation, the General Contract, all architecture and engineering contracts, Plans and Specifications, permits, licenses, approvals and development rights, together with consents to the assignment and continuation agreements from the General Contractor, the architect and other parties reasonably specified by Lender.

(g)     Such UCC financing statements as Lender determines are advisable or necessary to perfect or notify third parties of the security interests intended to be created by the Loan Documents.

(h)     An Assignment of Declarant’s Rights.

(i)     An Assignment of Rights under Contracts of Sale.

(j)     Such other documents, instruments or certificates as Lender and its counsel may reasonably require, including such documents as Lender in its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Agreement and the Loan Documents, and to comply with the laws of the State.

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         3.4      Term of the Loan . All principal, interest and other sums due under the Loan Documents shall be due and payable in full on the Maturity Date without relief from valuation and appraisement laws.

         3.5      Principal Repayment . The principal amount of the Loan shall be repaid, if not sooner paid, on the Maturity Date, and the principal amount of the Loan included within each Condominium Building Allocation shall be repaid on or before the Condominium Building Allocation Repayment Date, and the principal amount of the Loan allocated to the Garage/Amenity Allocation shall be repaid prior to the Maturity Date. In the event that Borrower desires to extend the initial 365-day Condominium Building Allocation Repayment Date, Borrower shall request such extension in writing not less than five (5) days prior to said initial Condominium Building Allocation Repayment Date and such initial date shall be extended for one hundred eighty (180) days so long as the following conditions precedent have been satisfied:

(a)     No Default or Event of Default exists hereunder;

(b)     The applicable Condominium Building has been completed in accordance with the Plans and Specifications therefor, except for minor punchlist-type items; and

(c)     Borrower has paid to Lender the Extension Fee, if any.

         3.6      Prepayments . Borrower shall have the right to make prepayments of the Loan, in whole or in part, without prepayment penalty, upon three (3) days’ prior written notice to Lender.

         3.7      Late Charge . Any and all amounts due hereunder or under the other Loan Documents, except principal and accrued interest due on the Maturity Date, which remain unpaid more than five (5) days after the date said amount was due and payable shall incur a fee (the “Late Charge”) of five percent (5%) per annum of said amount, or $25.00, whichever is greater, which payment shall be in addition to all of Lender’s other rights and remedies under the Loan Documents, provided that no Late Charge shall apply to the final payment of principal on the Maturity Date.

       3.8      Spec Unit Limitation .

(a)     Initially, Borrower shall be entitled, within the first Phase of the Project, to eighty (80) Spec Units less the number of Pre-Sold Units.

(b)     Upon the commencement of construction of all Spec Units within the first Phase, additional Spec Units may be constructed so long as the total number of Spec Units shall not exceed the lesser of eighty (80) Spec Units or such number of Units as Lender determines shall become Pre-Sold Units during the immediately following nine (9) month period.

(c)     Commencing with the first day of the sixth (6 ^th ) month subsequent to the later of (i) the date of this Agreement, or (ii) the date of the first Contract of Sale, the total number of Spec Units thereafter shall not exceed the lesser of eighty (80) Spec Units or the number of Spec Units which have become Pre-Sold Units during the preceding nine (9) calendar months.

         3.9      Interest Rate Agreements .

(a)     If Borrower purchases an interest rate swap, cap, collar or other interest rate protection product (“Interest Rate Protection Product”) from Lender, Borrower shall enter into such party’s

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customary form of agreement (“Interest Rate Agreement”) relating to such Interest Rate Protection Product. Any indebtedness incurred pursuant to an Interest Rate Agreement entered into by Borrower and Lender shall constitute indebtedness evidenced by the Note and secured by the Deed of Trust and the other Loan Documents to the same extent and effect as if the terms and provisions of such Interest Rate Agreement were set forth herein, whether or not the aggregate of such indebtedness, together with the disbursements made by Lender of the proceeds of the Loan, shall exceed the face amount of the Note.

(b)     Borrower hereby collaterally assigns to Lender any and all Interest Rate Protection Products purchased or to be purchased by Borrower in connection with the Loan, as additional security for the Loan, and agrees to provide Lender with any additional documentation requested by Lender in order to confirm or perfect such security interest during the term of the Loan. If Borrower obtains an Interest Rate Protection Product from a party other than Lender, Borrower shall deliver to Lender such third party’s consent to such collateral assignment. No Interest Rate Protection Product purchased from a third party may be secured by an interest in Borrower or the Project.

ARTICLE 4
INTEREST

         4.1      Interest Rate .

(a)     Provided that no Event of Default exists, the Loan will bear interest at the sum of (a) the Daily LIBOR Rate plus (b) the LIBOR Rate Margin. Borrower shall pay interest in arrears on the first (1 ^st ) Business Day of each calendar month in the amount of all interest accrued during the immediately preceding calendar month. The rate of interest shall change immediately and contemporaneously with any change in the Daily LIBOR Rate.

(b)     If the introduction of or any change in any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain a Daily LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations to charge interest, then (1) Lender shall notify Borrower that Lender is no longer able to maintain the Daily LIBOR Rate, and (2) the interest rate of the Loan shall automatically be converted to the Adjusted Prime Rate.

(c)     Interest on the Loan shall be calculated for the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment.

ARTICLE 5
FEES AND LOAN EXPENSES

         5.1      Fees . The Borrower shall pay the following fees to Lender:

        Borrower initially shall pay to Lender on or before the date of this Agreement a commitment fee in the amount of $100,000.00 [(1/2% of the Loan amount] (the “Commitment Fee”). Such Commitment Fee is fully earned and non-refundable as of closing.

         5.2      Loan and Administration Expenses . Borrower unconditionally agrees to pay all expenses of the Loan, including all amounts payable pursuant to Section 5.1 and any and all other fees owing to Lender pursuant to the Loan Documents, and also including, without limiting the generality of

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the foregoing, all reasonable attorneys’ fees and expenses, all recording, filing and registration fees and charges, documentary taxes, all insurance premiums, title insurance premiums and other charges of the Title Insurer, survey fees and charges, cost of certified copies of instruments, cost of premiums on surety company bonds and the Title Policy, charges of the Title Insurer or other escrowee for administering disbursements, all fees and disbursements of Lender’s Consultant, all appraisal fees, insurance consultant’s fees, environmental consultant’s fees, and all costs and expenses incurred by Lender in connection with the determination of whether or not Borrower has performed the obligations undertaken by Borrower hereunder or has satisfied any conditions precedent to the obligations of Lender hereunder. If any default or Event of Default occurs hereunder or under any of the Loan Documents or if the Loan or Note or any portion thereof is not paid in full when and as due, Borrower shall pay all costs and expenses of Lender (including, without limitation, court costs and counsel’s fees and disbursements and fees and costs of paralegals) incurred in attempting to enforce payment of the Loan and expenses of Lender incurred (including court costs and counsel’s fees and disbursements and fees and costs of paralegals) in attempting to realize, while a default or Event of Default exists, on any security or incurred in connection with the sale or disposition (or preparation for sale or disposition) of any security for the Loan. Borrower agrees to pay all brokerage, finder or similar fees or commissions payable in connection with the transactions contemplated hereby and shall indemnify and hold Lender harmless against all claims, liabilities, costs and expenses (including attorneys’ fees and expenses) incurred in relation to any claim by broker, finder or similar person.

         5.3      Time of Payment of Fees and Expenses . Lender may require the payment of outstanding fees and expenses as a condition to any disbursement of the Loan. Lender is hereby authorized, without any specific request or direction by Borrower, to make disbursements from time to time in payment of or to reimburse Lender for all Loan expenses and fees (whether or not, at such time, there may be any undisbursed amounts of the Loan allocated in the applicable Budget).

         5.4      Expenses and Advances Secured by Loan Documents . Any and all advances or payments made by Lender under this Article 5 from time to time shall, as and when advanced or incurred, constitute additional indebtedness evidenced by the Note and secured by the Deed of Trust and the other Loan Documents.

         5.5      Right of Lender to Make Advances to Cure Borrower’s Defaults . In the event that Borrower fails to perform any of Borrower’s covenants, agreements or obligations contained in this Agreement or any of the other Loan Documents (after the expiration of applicable grace periods, except in the event of an emergency or other exigent circumstances), Lender may (but shall not be required to) perform any of such covenants, agreements and obligations, and any amounts expended by Lender in so doing and shall constitute additional indebtedness evidenced by the Note and secured by the Deed of Trust and the other Loan Documents and shall bear interest at the Default Rate.

ARTICLE 6
REQUIREMENTS PRECEDENT
TO THE INITIAL DISBURSEMENT OF THE LOAN

         6.1      Non-Construction Conditions Precedent . Borrower agrees that Lender’s obligation to make the initial disbursement of the Loan and each subsequent disbursement is conditioned upon Borrower’s delivery, performance and satisfaction of the following conditions precedent in form and substance satisfactory to Lender:

(a)     Equity : Borrower shall have provided evidence reasonably satisfactory to Lender that Borrower’s equity invested in the Project is not less than the difference between the total Project cost as

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set forth in the Budget for the entire Project and the maximum Loan Amount; provided , however , in no event shall Borrower’s equity in the Project be less than $10,000,000.00;

(b)     Title and Other Documents : Borrower shall have furnished to Lender the Title Policy together with legible copies of all title exception documents cited in the Title Policy and all other legal documents affecting the Project or the use thereof;

(c)     Survey : Borrower shall have furnished to Lender an ALTA/ACSM “Class A” Land Title Survey of the Project. Said survey shall be dated no earlier than ninety (90) days prior to the date of this Agreement and shall be made (and certified to have been made) form reasonably satisfactory to Lender in its sole discretion. Such survey shall be sufficient to permit issuance of the Title Policy in the form required by this Agreement. Such survey shall include the legal description of the Land;

(d)     Insurance Policies : Borrower shall have furnished to Lender not less than ten (10) days prior to the date of this Agreement policies or binders evidencing that insurance coverages are in effect with respect to the Project and Borrower, in accordance with the Insurance Requirements attached hereto as Exhibit D , for which the premiums have been fully prepaid with endorsements satisfactory to Lender;

(e)     No Litigation : Borrower shall have furnished evidence that no litigation or proceedings shall be pending or threatened which could or might cause a Material Adverse Change with respect to Borrower, Guarantor, or the Project;

(f)     Utilities : Borrower shall have furnished to Lender (by way of utility letters or otherwise) evidence establishing to the satisfaction of Lender that the Project when constructed will have adequate water supply, storm and sanitary sewerage facilities, telephone, gas, electricity, fire and police protection, means of ingress and egress to and from the Project and public highways and any other required public utilities and that the Project is benefited by insured easements as may be required for any of the foregoing;

(g)     Attorney Opinions : Borrower shall have furnished to Lender an opinion from counsel for Borrower and Guarantor covering due authorization, execution and delivery and enforceability of the Loan Documents and also containing such other legal opinions as Lender shall reasonably require;

(h)     Appraisal : Lender shall have obtained an Appraisal, the appraised value of which shall provide for a loan-to-value ratio not to exceed eighty percent (80%) of the bulk sales value of the Project on an as completed basis, and a loan to cost ratio not to exceed one hundred percent (100%) of the cost [both hard and soft cost] to construct the Improvements, which Appraisal is satisfactory to Lender in all respects;

(i)     Searches : Borrower shall have furnished to Lender current bankruptcy, federal tax lien and judgment searches and searches of all Uniform Commercial Code financing statements filed in the State demonstrating the absence of adverse claims;

(j)     Financial Statements : Borrower shall have furnished to Lender current annual financial statements of Borrower, the Guarantor, the General Contractor and such other persons or entities connected with the Loan as Lender may reasonably request, each in form and substance and certified by such individual as acceptable to Lender. Borrower and the Guarantor shall provide such other additional financial information Lender reasonably requires;

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(k)     Management Agreements : Borrower shall have delivered to Lender executed copies of any management and development agreements entered into by Borrower in connection with the Construction of the Improvements within the Project;

(l)     Flood Hazard : Lender has received evidence that the Project is not located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or flood hazard insurance acceptable to Lender in its sole discretion;

(m)     Zoning : If the Title Policy does not include a zoning endorsement, Borrower shall have furnished to Lender a legal opinion or zoning letter in form reasonably acceptable to Lender as to compliance of the Project with zoning and similar laws;

(n)     Organizational Documents : Borrower shall have furnished to Lender proof satisfactory to Lender of Borrower’s and Guarantor’s authority, formation, organization and good standing in their respective state of incorporation or formation and, if applicable, qualification as a foreign entity in good standing in the State, of all corporate, partnership, trust and limited liability company entities (including Borrower and Guarantor) executing any Loan Documents, whether in their own name or on behalf of another entity. Borrower and Guarantor shall also provide certified resolutions in form and content satisfactory to Lender, authorizing execution, delivery and performance of the Loan Documents to be executed by each of them, and such other documentation as Lender may reasonably require to evidence the authority of the persons executing the Loan Documents;

(o)     Easements : Borrower shall have furnished Lender all easements reasonably required for the Construction, maintenance or operation of and access to the Project and such easements shall be insured by the Title Policy;

(p)     No Defaults : There shall be no uncured Default or Event of Default by Borrower hereunder;

(q)     Additional Documents : Borrower shall have furnished to Lender such other materials, documents, papers or requirements regarding the Project, Borrower and Guarantor as Lender shall reasonably request.

         6.2      Required Construction Documents . With respect to each Condominium Building Allocation within the first Phase of the Project, and with respect to each Condominium Building Allocation within each subsequent Phase of the Project, and with respect to the Garage/Amenity Allocation, and to the extent not previously delivered, Borrower shall cause to be furnished to Lender the following, in form and substance satisfactory to Lender and Lender’s Consultant in all respects, for Lender’s approval:

(a)     Fully executed copies of the following, each satisfactory to Lender and Lender’s Consultant in all respects: (i) a General Contract with the General Contractor; (ii) Major Subcontracts; and (iii) all contracts with architects and engineers;

(b)     A Budget for the Condominium Building, as well as a trade payment breakdown, setting forth a description of all contracts let by Borrower and/or the General Contractor for the design, engineering, construction and equipping of such Condominium Building;

(c)     An initial sworn statement of the General Contractor, approved by Borrower, Architect and Lender’s Consultant covering all work done and to be done within the applicable Phase, together with

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lien waivers covering all work and materials for which payments have heretofore been made by Borrower;

(d)     Copies of each of the Required Permits, except for those Required Permits which cannot yet be issued, in which event such Required Permits will be obtained by Borrower on a timely basis in accordance with all applicable building, land use, zoning and environmental codes, statutes and regulations and will be delivered to Lender at the earliest possible date. In all events the Required Permits required to be delivered prior to the initial disbursement of Loan proceeds with respect to a Condominium Building Allocation and the Garage/Amenity Allocation shall include permits necessary to commence development of the applicable Condominium Building or garage and amenity;

(e)     Full and complete detailed Plans and Specifications for the Improvements contained in the Project in duplicate, prepared by the Architect;

(f)     The Construction Schedule;

(g)     The Soil Report;

(h)     The Environmental Report;

(i)     A report or reports from Lender’s Consultant which contains an analysis of the Plans and Specifications, the applicable Budget, the Construction Schedule, the General Contract, all subcontracts then existing and the Soil Report. Such report shall be solely for the benefit of Lender and contain (i) an analysis satisfactory to Lender demonstrating the adequacy of the applicable Budget to complete the Condominium Building and other improvements to be constructed with the proceeds of each Condominium Building Allocation or the Garage/Amenity Allocation, and (ii) a confirmation that the applicable Construction Schedule is realistic. Lender’s Consultant shall monitor construction of the Improvements and shall visit the Project at least one (1) time each month, and shall certify as to amounts of construction costs for all requested fundings;

(j)     The Architect’s Certificate;

(k)     Certification from an engineer or other professional reasonably acceptable to Lender in a form acceptable to Lender confirming that any wetlands located on the Land will not preclude the development of the Project;

(l)     A Notice of Commencement, if required under applicable state or local law;

(m)     Evidence of completion of the development of the onsite and offsite improvements for the applicable Phase of the Project for which a Condominium Building Allocation has been requested, to the extent necessary for Borrower to obtain a building permit for the applicable Condominium Building; and

(n)     Such other reports, materials and documents as Lender may reasonably require with respect to the Construction.

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ARTICLE 7
BUDGET AND CONTINGENCY FUND

         7.1      Budget . Disbursement of the Loan shall be governed by the applicable Budget, in form and substance acceptable to Lender in Lender’s reasonable discretion. The applicable Budget shall specify the amount of all costs and expenses of every kind and nature whatever to be incurred by Borrower in connection with Construction of the applicable Condominium Building. Each Budget shall include, in addition to the Budget Line Items described in Section 7.2 below, the Contingency Fund described in Section 7.3 below, and amounts satisfactory to Lender for soft costs and other reserves acceptable to Lender. A Budget for the entire Project, broken down on a Condominium Building by Condominium Building basis, is attached hereto as Exhibit F and made a part hereof. Once a Budget is approved by Lender all changes to such Budget shall in all respects be subject to the prior written approval of Lender.

         7.2      Budget Line Items . Each Budget shall include as line items (“Budget Line Items”), to the extent determined to be applicable by Lender in its reasonable discretion, the cost of all labor, materials, equipment and fixtures needed for the completion of the Construction of the Improvements identified therein, and all other costs, fees and expenses relating in any way whatsoever to the Construction of the Improvements identified therein, real estate taxes, and all other sums due in connection with Construction of the Improvements identified therein and the ownership of the Land, the Loan, and this Agreement. Borrower agrees that all Loan proceeds within any Condominium Building Allocation and the Garage/Amenity Allocation disbursed by Lender shall be used only for the Budget Line Items for which such proceeds were disbursed. Subject to the provisions of Section 11.1(b) hereof, Borrower shall have the right to reallocate cost savings effected by final Change Order or other appropriate final documentation to other Budget Line Items subject to Lender’s prior written consent not to be unreasonably withheld. Lender shall not be obligated to disburse any amount for any category of costs set forth as a Budget Line Item which is greater than the amount set forth for such category in the applicable Budget Line Item. Borrower shall pay as they become due all amounts set forth in the applicable Budget with respect to costs to be paid for by Borrower.

         7.3      Contingency Fund . Each Budget shall contain a Budget Line Item designated for the Contingency Fund. Borrower may from time to time request that the Contingency Fund be reallocated to pay needed costs of Construction for the Improvements identified in such Budget. Such requests shall be subject to Lender’s written approval in its reasonable discretion. Borrower agrees that the decision with respect to utilizing portions of the Contingency Fund in order to keep the Loan In Balance shall be made by Lender in its reasonable discretion, and that Lender may require Borrower to make a Deficiency Deposit even if funds remain in the Contingency Fund.

         7.4      Optional Method for Payment of Interest . For Borrower’s benefit, if a Budget for a Condominium Building Allocation or the Garage/Amenity Allocation includes a Budget Line Item for interest payments, Borrower hereby authorizes Lender from time to time, for the mutual convenience of Lender and Borrower, to disburse Loan proceeds to pay all the then accrued interest on the Note accrued with respect to such Condominium Building Allocation or the Garage/Amenity Allocation, regardless of whether Borrower shall have specifically requested a disbursement of such amount. Any such disbursement, if made, shall be added to the outstanding principal balance of the Note and shall, when disbursed, bear interest at the Daily LIBOR Rate plus the LIBOR Rate Margin, or Default Rate, as applicable. The authorization hereby granted, however, shall not obligate Lender to make disbursements of the Loan for interest payments (except upon Borrower’s qualifying for and requesting disbursement of that portion of the proceeds of the Loan allocated for such purposes in the applicable Budget) nor prevent Borrower from paying accrued interest from its own funds.

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ARTICLE 8
SUFFICIENCY OF LOAN

         8.1      Loan In Balance . Anything contained in this Agreement to the contrary notwithstanding, it is expressly understood and agreed that each Condominium Building Allocation and the Garage/Amenity Allocation shall at all times be “In Balance”, on a Budget Line Item and an aggregate basis. A Budget Line Item shall be deemed to be “In Balance” only if Lender determines that the amount of such Budget Line Item is sufficient for its intended purpose. Each Condominium Building Allocation or the Garage/Amenity Allocation shall be deemed to be “In Balance” in the aggregate only when the total of the undisbursed portion of such Condominium Building Allocation or the Garage/Amenity Allocation less any Contingency Fund (subject to Borrower’s reallocation rights under Section 7.2) equals or exceeds the aggregate of (a) the costs required to complete the construction of the applicable Condominium Building or garages and amenities in accordance with the Plans and Specifications and the Budget for such Condominium Building Allocation or the Garage/Amenity Allocation; (b) the amounts to be paid as retainages to persons who have supplied labor or materials to such Condominium Building or garages and amenities; and (c) all other hard and soft costs not yet paid for in connection with such Condominium Building or garages and amenities, as such costs and amounts described in clauses (a), (b) and (c) may be estimated and/or approved in writing by Lender from time to time. Borrower agrees that if for any reason, in Lender’s reasonable discretion, the amount of such undistributed Condominium Building Allocation or the Garage/Amenity Allocation shall at any time be or become insufficient for such purpose regardless of how such condition may be caused, Borrower will, within ten (10) days after written request by Lender, deposit the deficiency with Lender (“Deficiency Deposit”). The Deficiency Deposit shall first be exhausted before any further disbursement of such Condominium Building Allocation or the Garage/Amenity Allocation shall be made. Lender shall not be obligated to make any Loan disbursements or establish any new Condominium Building Allocations if and for as long as any Condominium Building Allocation or the Garage/Amenity Allocation is not In Balance.

ARTICLE 9
CONSTRUCTION PAYOUT REQUIREMENTS

         9.1      Monthly Payouts . After the initial disbursement of a Condominium Building Allocation or the Garage/Amenity Allocation, further disbursements shall be made during construction of the Condominium Building for which such Condominium Building Allocation has been established, or the garages and amenities for which the Garage/Amenity Allocation has been established, from time to time as the Construction progresses, but no more frequently than once in each calendar month, except that Borrower shall be entitled to a second disbursement per month to pay framing, interior trim, siding, plumbing, HVAC and cabinet installation subcontractors, as well as interior trim, cabinet and light fixture suppliers, provided that the amount of such draw is in excess of $50,000.00, but not more than $300,000.00. All disbursements with respect to all existing Condominium Building Allocations or the Garage/Amenity Allocation shall be disbursed monthly on the same date. At Lender’s option, disbursements may be made by Lender into an escrow and subsequently disbursed to Borrower or its General Contractor, Subcontractors and materials suppliers by the Title Insurer or by Lender directly. If such option is exercised, those Loan proceeds shall be deemed to be disbursed to Borrower from the date of deposit into that escrow or the date of disbursement by Lender and interest shall accrue on those proceeds from that date, regardless of the date such proceeds are released by the Title Insurer if disbursed to such Title Insurer.

         9.2      Additional Documents to be Furnished for Each Disbursement . As a condition precedent to each disbursement of any Condominium Building Allocation or the Garage/Amenity

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Allocation (including the initial disbursement), Borrower shall furnish or cause to be furnished to Lender the following documents with respect to each Condominium Building Allocation or the Garage/Amenity Allocation covering each disbursement, in form and substance satisfactory to Lender:

(a)     A completed Borrower’s Certificate in the form of Exhibit G attached hereto and made a part hereof and a completed Soft and Hard Cost Requisition Form in the form of Exhibit H attached hereto and made a part hereof, each executed by the Authorized Representative of Borrower;

(b)     A completed standard AIA Form G702 and Form G703 for each Condominium Building or garages and amenities for which a disbursement has been requested, signed by the General Contractor, subcontractors, and the Project Architect, together with General Contractor’s sworn statements and unconditional waivers of lien, and all subcontractors’, material suppliers’ and laborers’ sworn statements and conditional waivers of lien, covering all work, paid with the proceeds of the prior draw requests, together with such invoices, contracts or other supporting data as Lender may require to evidence that all costs for which disbursement is sought have been incurred;

(c)     Paid invoices or other evidence satisfactory to Lender that fixtures and equipment, if any, have been paid for and are free of any lien or security interest therein, and paid soft cost invoices in excess of $10,000.00, together with an accounts payable listing with respect to soft cost invoices below such amount;

(d)     An endorsement to the Title Policy issued to Lender covering the date of disbursement and showing the Deed of Trust as a second lien on the Project subject only to the Permitted Exceptions and real estate taxes that have accrued but are not yet due and payable and particularly that nothing has intervened to affect the validity or priority of the Deed of Trust;

(e)     Copies of any proposed or executed Change Orders on standard AIA G701 form which have not been previously furnished to Lender and which require and are not valid without the signatures of the General Contractor, Borrower and Architect, together with a copy of the pending change order log;

(f)     Copies of all construction contracts (including Major Subcontracts and other Subcontracts, if required by Lender) which have been executed since the last disbursement, together with any Bonds obtained or required to be obtained with respect thereto;

(g)     All Required Permits and other Government Approvals then needed in connection with the Project;

(h)     An updated Construction Schedule for each Condominium Building then under construction, whether or not a disbursement with respect to such Condominium Building is requested;

(i)     A copy of a Foundation Survey for the applicable Condominium Building, which shall be provided with the next disbursement of the Condominium Building Allocation request for such Condominium Building following the disbursement which included payment for the installation of such foundation; and

(j)     Such other instruments, documents and information as Lender or the Title Insurer may reasonably request.

Disbursements shall be made approximately ten (10) days after receipt of all information required by Lender to approve the requested disbursements.

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         9.3      Retainages . At the time of each disbursement of the proceeds of a Condominium Building Allocation or the Garage/Amenity Allocation, five percent (5%) of the total amount then due the General Contractor and the various contractors, subcontractors and material suppliers for costs of construction of the applicable Condominium Building or garages and amenities shall be withheld from the amount disbursed. Notwithstanding the foregoing, there shall be no retainage with respect to the General Contractor’s Fee; provided, however, that the General Contractor’s Fee shall not in the aggregate exceed the amount for such General Contractor’s Fee set forth in the Budget for the Project and with respect to each Condominium Building, the portion of such fee allocated thereto in the Budget for such Condominium Building, and such fee shall be disbursed on a percentage of completion basis with respect to each Condominium Building. The retained amounts under such Condominium Building Allocation or the Garage/Amenity Allocation for the construction costs of the applicable Condominium Building or garages and amenities will be disbursed only at the time of the final disbursement of the amount of the Condominium Building Allocation or the Garage/Amenity Allocation proceeds under Article 12 below; provided, however, upon the satisfactory completion of one hundred percent (100%) of the work with respect to any trade (including any trade performed by the General Contractor) or the delivery of all materials pursuant to a purchase order for a particular Condominium Building or garage and amenity in accordance with the Plans and Specifications as certified by the Architect and the Lender’s Consultant, Lender may decide on a case by case basis (but shall not be obligated) to permit retainages with respect to such trade or order, as the case may be held under the Condominium Building Allocation or the Garage/Amenity Allocation for such Condominium Building or garages and amenities may be disbursed to Borrower upon the Lender’s Consultant’s approval of all work a