LOAN AGREEMENT

Loan Agreement

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Title: LOAN AGREEMENT
Governing Law: New York Date: 3/16/2005
Industry: Construction Services Law Firm: Baker & McKenzie LLP

EXHIBIT 10.150

LOAN AGREEMENT

between

RESORT FINANCE LLC,

a Massachusetts limited liability company

("Lender")

and

BLUEGREEN VACATIONS UNLIMITED, INC.,

a Florida corporation

("Borrower")

$50,000,000

Amount of Loan

January 10, 2005

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ARTICLE 1. DEFINITIONS..............................................................................4

Section 1.1. Certain Defined Terms......................................................4

Section 1.2. Other Definitional Provisions.............................................18

ARTICLE 2. THE LOAN................................................................................18

Section 2.1. Agreement to Lend and Borrow and Project Loan Maturity....................18

Section 2.2. Disbursements of the Loan.................................................19

Section 2.3. Use of Disbursements......................................................19

Section 2.4. Fees......................................................................19

Section 2.5. No Reduction in Commitment Fee or Program Fee.............................19

Section 2.6. Interest..................................................................20

Section 2.7. Interest Rate Limitation..................................................20

Section 2.8. Repayment of Principal....................................................20

Section 2.9. Adjustment to Lender's Release Price......................................21

Section 2.10. Prepayment of the Loan....................................................21

Section 2.11. Payments..................................................................21

Section 2.12. Applications of Payments; Late Charges....................................22

Section 2.13. Approval Period...........................................................23

Section 2.14. Revolving Nature of Loan..................................................23

Section 2.15. Security..................................................................23

ARTICLE 3. APPROVAL OF PROJECTS; DISBURSEMENTS OF THE LOAN.........................................23

Section 3.1. Project Approvals; Project Commitments and Project Documents..............23

Section 3.2. Project Closings..........................................................24

Section 3.3. Disbursements of Loan Proceeds to Acquire Land and for Development Work...25

Section 3.4. Provisions Applicable to All Disbursements................................26

Section 3.5. Application of Disbursements..............................................27

Section 3.6. The Lender May Make Disbursement Notwithstanding Noncompliance............27

ARTICLE 4. REPRESENTATIONS AND WARRANTIES..........................................................28

Section 4.1. Consideration.............................................................28

Section 4.2. Organization..............................................................28

Section 4.3. Authorization.............................................................28

Section 4.4. Governmental Consents.....................................................28

Section 4.5. Validity..................................................................28

Section 4.6. Financial Position........................................................29

Section 4.7. Governmental Regulations..................................................29

Section 4.8. Employee Benefit Plans....................................................29

Section 4.9. Securities Activities.....................................................29

Section 4.10. No Material Adverse Change................................................29

Section 4.11. Payment of Taxes..........................................................29

Section 4.12. Litigation................................................................30

Section 4.13. Environmental Matters.....................................................30

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Section 4.14. No Burdensome Restrictions................................................30

Section 4.15. Full Disclosure...........................................................30

Section 4.16. Adequate Consideration....................................................31

Section 4.17. Compliance with Laws and Regulations......................................31

Section 4.18. Survival and Additional Representations and Warranties....................31

Section 4.19. USA Patriot Act of 2001...................................................31

ARTICLE 5. COVENANTS OF THE BORROWER...............................................................31

Section 5.1. Consideration.............................................................31

Section 5.2. Reporting Requirements....................................................31

Section 5.3. Borrower's Operations and Management......................................33

Section 5.4. Insurance.................................................................35

Section 5.5. Financial Covenants.......................................................36

Section 5.6. No Encumbrance; No Transfers..............................................36

Section 5.7. Further Assurances........................................................36

Section 5.8. Survival of Covenants.....................................................37

ARTICLE 6. THE PROJECTS............................................................................37

Section 6.1. Consideration.............................................................37

Section 6.2. Title to Project..........................................................37

Section 6.3. No Prior Liens or Claims..................................................37

Section 6.4. Access to the Project.....................................................38

Section 6.5. Compliance with Project Requirements and Laws and Regulations.............38

Section 6.6. Covenants, Zoning, Codes, Permits and Consents............................38

Section 6.7. Utilities.................................................................38

Section 6.8. Map, Permits, Licenses and Approvals......................................39

Section 6.9. Approval of Plans and Specifications and Approval of Budget...............39

Section 6.10. Adequacy of Loan Amount...................................................39

Section 6.11. Construction Start and Completion.........................................39

Section 6.12. Personal Property Incorporation...........................................40

Section 6.13. Contractors and Contracts.................................................40

Section 6.14. Evidence of Ownership of Materials........................................40

Section 6.15. Changes to Plans and Specifications and Budget............................40

Section 6.16. Lender Inspections, Appraisal and Information.............................42

Section 6.17. Correction of Defects.....................................................42

Section 6.18. Protection Against Lien Claims............................................43

Section 6.19. Conveyance, Lease or Encumbrance..........................................43

Section 6.20. Security Instruments......................................................44

Section 6.21. Further Assurances; Cooperation...........................................44

Section 6.22. Negative Covenants........................................................44

Section 6.23. Signs.....................................................................44

ARTICLE 7. SALES OF TIMESHARE INTERESTS AND RELEASES FROM DEED OF TRUST............................45

Section 7.1. Sales and Closings........................................................45

Section 7.2. Sales Operations and Seller's Obligations.................................45

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Section 7.3. Intentionally Omitted.....................................................45

Section 7.4. Releases from Lien of Deed of Trust.......................................45

ARTICLE 8. EVENTS OF DEFAULT AND REMEDIES..........................................................47

Section 8.1. Events of Default.........................................................47

Section 8.2. Remedies..................................................................50

Section 8.3. Application of Proceeds During an Event of Default........................53

Section 8.4. Uniform Commercial Code Remedies; Sale; Assembly of Collateral............53

Section 8.5. Application of UCC Sale Proceeds..........................................54

Section 8.6. Authorization to Apply Assets to Payment of Loan..........................54

ARTICLE 9. MISCELLANEOUS...........................................................................54

Section 9.1. Successors and Assigns; No Assignment by the Borrower.....................54

Section 9.2. Notices...................................................................54

Section 9.3. Borrower's Representative.................................................56

Section 9.4. Changes, Waivers, Discharge and Modifications in Writing..................57

Section 9.5. No Waiver; Remedies Cumulative............................................57

Section 9.6. Costs, Expenses and Taxes.................................................57

Section 9.7. Disclaimer by the Lender; No Joint Venture................................58

Section 9.8. Indemnification...........................................................58

Section 9.9. Consultants...............................................................59

Section 9.10. Titles and Headings.......................................................59

Section 9.11. Counterparts..............................................................59

Section 9.12. The Lender's Rights with Respect to Loan..................................60

Section 9.13. Confidentiality...........................................................60

Section 9.14. Time is of the Essence....................................................60

Section 9.15. No Third Parties Benefited................................................60

Section 9.16. Severability..............................................................60

Section 9.17. Governing Law.............................................................61

Section 9.18. Forum Selection...........................................................61

Section 9.19. USA Patriot Act Notification..............................................61

Section 9.20. Waiver of Jury Trial......................................................62

Section 9.21. Interpretation............................................................62

Section 9.22. Destruction of Note.......................................................62

Section 9.23. Cross Collateralization and Cross Default of Loan and Projects............62

Section 9.24. Attorneys' Fees...........................................................62

Section 9.25. Entire Agreement..........................................................63

Exhibit A CONDITIONS TO OBLIGATION OF THE LENDER TO MAKE THE LOAN..................................1

Exhibit B PROJECT REQUIREMENTS.....................................................................1

Exhibit C PROJECT UNDERWRITING DOCUMENTS...........................................................1

Exhibit D FORM OF PROJECT COMMITMENT...............................................................1

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LOAN AGREEMENT

THIS LOAN AGREEMENT (this "Loan Agreement") is made as of January 6, 2005

by and between BLUEGREEN VACATIONS UNLIMITED, INC., a Florida corporation (the

"Borrower") and RESORT FINANCE LLC, a Massachusetts limited liability company

(the "Lender").

RECITALS:

The Borrower has applied to the Lender for a revolving loan in the

principal amount of $50,000,000 (the "Loan") to finance various timeshare

acquisition, development and construction projects which the Borrower

anticipates undertaking. 1 The Lender is willing to make the Loan upon and

subject to the terms and conditions set forth in this Loan Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the covenants and conditions herein

contained, the parties agree as follows:

ARTICLE 1. DEFINITIONS

Section 1.1. Certain Defined Terms

As used herein (including any Exhibits attached hereto), the following terms

have the meanings set forth below (unless expressly stated to the contrary):

"Affiliate" means a Person that, directly or indirectly, controls, is controlled

by, or is under common control with, a referenced Person.

"Addendum to Note" means the Addendum to Note that a Project Owner will be

required to sign if such Project Owner is not already a Borrower, as the same

may be amended or otherwise modified from time to time.

"Advance Rate" means 85%.

"Appraisal Report" means, with respect to a Project in which the Lender requires

in writing an appraisal report, a real estate appraisal report which (i) has

been prepared by an Appraiser, (ii) at the time it is submitted to the Lender is

not more than 3 months old, or was updated by letter not more than 3 months

prior to the date of submission to the Lender, (iii) states that it is prepared

in accordance with the applicable standards of the American Institute of Real

Estate Appraisers for such reports, (iv) provides an appraisal of the Project or

portion thereof required to be appraised

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thereunder, and (v) employs a customary methodology and provides limiting

conditions satisfactory to the Lender.

"Appraiser" means, with respect to a Project in which the Lender requires an

Appraisal Report, a Person who is qualified to appraise property similar in size

and scope to the Project which such Person is acceptable to the Lender in its

sole and absolute discretion.

"Approval Period" means the period during which new projects will be considered

for approval for funding from proceeds of the Loan, which period will commence

on the Effective Date of this Loan Agreement and will end on the Approval Period

Termination Date.

"Approval Period Termination Date" means the date which is 24 months after the

Effective Date of this Loan Agreement.

"Approved Costs" means the categories of costs in the Budget identified by the

Lender as approved costs for each Project, which shall include Land acquisition

costs (including reasonable closing costs actually paid to unaffiliated third

parties), acquisition commissions, capitalized interest, and hard development

costs (including engineering and architectural costs, permit and impact fees,

and bonding costs), but shall exclude soft costs such as marketing costs,

advertising costs, Borrower's overhead costs, and carrying costs.

"Articles of Organization" means the charter, articles, operating agreement,

joint venture agreement, partnership agreement, by-laws and any other written

documents evidencing the formation, organization, governance and continuing

existence of an entity.

"Assignment" means, with respect to a Project, that certain Assignment of

Construction Items previously executed or to be executed by the Borrower in

favor of the Lender, as the same may be amended or otherwise modified from time

to time.

"Assignment of Construction Items" means with respect to a Project a security

interest given in all documents, including architect's agreements, general

contractor's agreement, engineer's agreement, if any, together with, planning

specifications, drawings, tests, reports, permits, license approvals and all

Borrower's rights in and to agreements, all in connection with the Project.

"Available Amount" means the amount of the Loan which is available with respect

to any project which is proposed to be included as a Project, which amount will

equal the Loan Amount less the total of all Project Loan Committed Amounts.

"Bluegreen Corporation" means Bluegreen Corporation, a Massachusetts

corporation.

"Borrower" means, initially, Bluegreen Vacations Unlimited, Inc., a Florida

corporation, together with all Project Owners, jointly and severally.

"Budget" means, with respect to a Project, the itemized acquisition, development

and construction budget for such Project submitted to and approved by the

Lender, as such budget may be amended in accordance with the provisions of this

Loan Agreement.

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"Business Day" means a day other than Saturday, Sunday or a day on which

national banks are legally closed for business in the States of Florida, New

York and Vermont.

"Change" means, with respect to a Project, any material extra work not

contemplated by the Plans and Specifications, the installation of materially

additional or different materials from that set forth in the Plans and

Specifications, or any other material change in the Plans and Specifications.

"CLPI Assignment" means with respect to a Project a written assignment executed

and delivered to Lender or to be executed and delivered to Lender by Borrower

and creating in favor of Lender a perfected, direct, first and exclusive

assignment of the Contracts, Licenses, Permits and Other Intangibles with

respect to such Project in order to facilitate performance of the Borrower's

obligations under the Loan Documents, as it may be from time to time renewed,

amended, restated or replaced.

"Collateral" shall mean all collateral securing the Loan.

"Commitment Fee" means an amount of up to 1.00% of the Loan Amount (i.e.

$500,000), as provided for in Section 2.4 hereof.

"Construction Agreements" means, with respect to a Project, all agreements

(including, without limitation, construction contracts) entered into between the

Borrower and any contractor, architect, engineer, supplier or other Person with

respect to the development or construction of the Project, as such agreements

may be amended or otherwise modified from time to time in accordance with the

Loan Agreement.

"Construction Progress Schedule" means, with respect to a Project, the schedule

for the Development Work submitted to and approved by the Lender, as such

schedule may be adjusted in accordance with the provisions of this Loan

Agreement.

"Contracts, Licenses, Permits and Other Intangibles" means all contracts,

licenses, permits and other intangibles (excluding the reservation system) in

which Borrower now or hereafter has rights and are now or hereafter used in

connection with the marketing and sale of Timeshare Interests corresponding to a

Project and the management and/or operation of a Project .

"Debt" means, for any Person, without duplication, the sum of the following:

(1) indebtedness for borrowed money,

(2) obligations evidenced by bonds, debentures, notes or other

similar instruments,

(3) obligations to pay the deferred purchase price of property or

services,

(4) obligations as lessee under leases which have been or should be,

in accordance with GAAP, recorded as capital leases,

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(5) obligations of such Person to purchase securities (or other

property) which arise out of or in connection with the sale of the same or

substantially similar securities or property,

(6) obligations of such Person to reimburse any bank or other Person in

respect of amounts actually paid under a letter of credit or similar instrument,

(7) indebtedness or obligations of others secured by a lien on any

asset of such Person, whether or not such indebtedness or obligations are

assumed by such Person (to the extent of the value of the asset),

(8) obligations under direct or indirect guaranties in respect of,

and obligations (contingent or otherwise) to purchase or otherwise

acquire, or otherwise to assure a creditor against loss in respect of,

indebtedness or obligations of others of the kinds referred to in clauses

(1) through (7) above, and

(9) liabilities in respect of unfunded vested benefits under plans

covered by Title IV of ERISA.

"Deed of Trust" means, with respect to a Project, that certain Mortgage,

Security Agreement and Fixture Filing with Assignment of Rents, Proceeds and

Agreements (which Assignment can be a separate document) or deed of trust, as

applicable), previously executed or to be executed by the Borrower, or the

applicable Project Owner, as trustor, for the benefit of the Lender, as the same

may be amended or otherwise modified from time to time, including but not

limited to any modifications entered into between the Borrower or the Project

Owner, as applicable and the Lender.

"Default Rate" means 2% above the Interest Rate.

"Development Work" means, with respect to a Project, the renovation of existing

Improvements and/or the construction of Improvements all to be performed on or

with respect to the Land, all of which work and construction will be completed

by or on behalf of the Borrower in accordance with the Plans and Specifications.

"Draw Request Certification" means, with respect to a requested disbursement of

the Loan to fund Approved Costs for acquisition of Land, Improvements or

Development Work, a certification of the Borrower delivered to the Lender

substantially in the form of Exhibit E.

"Effective Date" means the date of this Loan Agreement.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended

from time to time, and the regulations and rulings issued thereunder.

"Environmental Indemnity" means that certain Hazardous Substances Remediation

and Indemnification Agreement dated as of the date hereof executed by the

Borrower and Guarantor, if any, in favor of the Lender, as the same may be

amended or otherwise modified from time to time.

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"Event of Default" means the occurrence, after any applicable grace period, of

any of the events listed in Section 8.1.

"Fees" means, as the context shall require, any of or collectively, the

Commitment Fee and/or the Program Fee.

"Floor Rate" means 6.90%.

"Force Majeure Event" means fire, flood, labor dispute, weather, governmental

action or other cause beyond the reasonable control of the Borrower that delays

the Development Work or other performance (other than the payment of money).

"GAAP" means generally accepted accounting principles set forth in the opinions

and pronouncements of the Accounting Principles Board of the American Institute

of Certified Public Accountants and statements and pronouncements of the

Financial Accounting Standards Board or in such other statements by such other

entity as may be approved by a significant segment of the accounting profession

prevalent in the United States of America.

"Guarantor" means Bluegreen Corporation and any other Person approved by the

Lender in its sole discretion who executes a Guaranty with respect to the Loan

or any portion thereof at any time after the Effective Date.

"Guaranty" means that primary, joint and several guaranty and subordination

agreement of even date herewith executed by the Guarantor in favor of the

Lender, as the same may be amended or otherwise modified from time to time.

"Hazardous Materials," in violation of any applicable laws, means the following:

(1) any oil, flammable substances, explosives, radioactive

materials, hazardous wastes or substances, toxic wastes or substances or

any other materials or pollutants, exposure to which is prohibited,

limited or regulated by any governmental authority pursuant to any

Hazardous Materials Law;

(2) asbestos in any form which is or could become friable, urea

formaldehyde foam insulation, transformers or other equipment which

contain dielectric fluid containing levels of polychlorinated biphenyls in

excess of fifty (50) parts per million, exposure to which is prohibited,

limited or regulated by any governmental authority pursuant to any

Hazardous Materials Law;

(3) any chemical, material or substance defined as or included in

the definition of "hazardous substances", "hazardous wastes", "hazardous

materials", "extremely hazardous waste", "restricted hazardous waste", or

"toxic substances" or words of similar import under any Hazardous Material

Laws; and

(4) any other chemical, material or substance, exposure to which is

prohibited, limited or regulated by any governmental authority pursuant to

any Hazardous Materials Law.

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"Hazardous Materials Claims" means any and all enforcement, clean-up, removal or

other governmental or regulatory actions or orders threatened, instituted or

completed pursuant to any Hazardous Materials Laws, together with all claims

made or threatened by any third party relating to damage, contribution, cost

recovery compensation, loss or injury resulting from any Hazardous Materials.

"Hazardous Materials Laws" means any federal, state or local laws, ordinances

and the regulations, policies or publications promulgated pursuant thereto

relating to (i) the environment, (ii) health and safety, (iii) any Hazardous

Materials (including, without limitation, the use, handling, transportation,

production, disposal, discharge or storage thereof), (iv) industrial hygiene or

(v) environmental conditions on, under or about property, including, without

limitation, soil and groundwater conditions; including, but not limited to: the

Clean Air Act, as amended, 42 U.S.C. Section 7401, et seq.; the Clean Water Act,

33 U.S.C. Section 1251, et seq.; the Comprehensive Environmental Response,

Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., as

amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.

Section 11001, et seq.; the Federal Water Pollution Control Act, as amended, 33

U.S.C. Section 1251, et seq.; the Hazardous Materials Transportation Act, as

amended, 49 U.S.C. Section 5101, et seq.; the Resource Conservation and Recovery

Act, 42 U.S.C. Section 6901, et seq.; the Safe Drinking Water Act, 42 U.S.C.

Sections 300f to 300j; the Solid Waste Disposal Act, 42 U.S.C. Section 3251, et

seq.; the Toxic Substances Control Act, 15 U.S.C. Section 2601, et seq.; the

Occupational Safety and Health Act, 29 U.S.C. ss. 651 et seq.; the Federal

Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. ss.ss. 136 et seq.; the

Endangered Species Act, 16 U.S.C. ss.ss. 1531 et seq. and the National

Environmental Policy Act, 42 U.S.C. ss. 4321 et seq.

"Improvements" means all buildings, structures and improvements of every nature

whatsoever situated on or to be constructed on the Land in accordance with the

Plans and Specifications, inclusive of the Units to be used as part of the

Timeshare Program.

"Indemnified Party" means the Lender and any Affiliate of Lender and any

successors or assigns of Lender or any such Affiliate and each of their

officers, directors, employees, agents, attorneys, consultants and advisors.

"Inspector" means, with respect to a Project, the inspector(s) or engineer(s)

engaged by the Lender, at the expense of the Borrower, to provide to Lender

consultation services in connection with the Project.

"Interest Due Date" means the 15th calendar day of each month in which the

Lender has sent a statement of interest due pursuant to the terms of Section

2.6(b).

"Interest Rate" means the greater of (A) LIBOR plus 3.90% and (B) the Floor

Rate.

"Interest Reserve" means, with respect to a Project, the amount within the

Budget which has been designated by the Borrower and approved by the Lender as

available to pay the interest on the Loan.

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"Inventory Appraised Value" means with respect to a Project Loan, the value of

the related Project as stated in the related Appraisal Report, if Lender

requires in writing an Appraisal Report.

"Land" means, with respect to a Project, that certain real property which is

suitable for and is substantially entitled for the Improvements and the use

thereof as part of a Timeshare Program, as such real property is legally

described in the Deed of Trust.

"Laws and Regulations" shall mean (i) all laws, regulations, orders, codes,

ordinances, rules, statutes and policies of all local, regional, county, state

and federal governmental authorities having jurisdiction over a Project and (ii)

all restrictive covenants and other title encumbrances, permits and approvals,

leases and other rental agreements which in any case relate to the development,

occupancy, ownership, management, use, and/or operation of a Project.

"Lender" means Resort Finance LLC, a Massachusetts limited liability company,

and its successors or assigns.

"Lender's Escrow Instructions" shall mean, with respect to a Project, the escrow

instructions issued by the Lender, or the Lender's legal counsel on behalf of

the Lender, to the Title Company and accepted in writing by the Title Company,

specifying (i) the terms and conditions under which the Title Company may

disburse the initial disbursement of the Project Loan and (ii) the Lender's

requirements with respect to the title insurance policy to be issued with

respect to the Project.

"Lender's Release Fee" means $0.

"Lender's Release Price" means, with respect to a Timeshare Interest within a

Project which Borrower requests Lender to release from the lien of the Deed of

Trust encumbering such Timeshare Interest, an amount acceptable to Lender in its

sole discretion and provided for in the Project Commitment, which amount, as

adjusted from time to time in accordance with Section 2.9 hereof and the terms

of the Project Commitment, will be sufficient to repay the Project Loan Amount

upon the sale of 75% of the planned Timeshare Interests within such Project.

"LIBOR" means the average of interbank offered rates for 30-day dollar deposits

in the London market based on quotations of five major banks, as published from

time to time in The Wall Street Journal. In the event that The Wall Street

Journal ceases to be published or ceases to publish such a compilation of

interbank offered rates, the Borrower and the Lender will agree on a substitute

source and method of determining the interest rate generally known as the

one-month (or 30-day) LIBOR rate.

"Loan" means the loan described in this Loan Agreement in a principal amount not

to exceed the Loan Amount.

"Loan Agreement" means this Loan Agreement, as the same may be amended or

otherwise modified from time to time in accordance with the terms hereof.

"Loan Amount" means $50,000,000.

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"Loan Documents" means, as to the Loan, all documents, instruments, agreements,

assignments and certificates relating thereto, including, without limitation,

any and all loan or credit agreements, promissory notes, deeds of trust,

mortgages, financing statements, security agreements, assignments of rents,

assignments of leases, assignments of contracts, environmental indemnities,

guaranties, contractor's consent agreements, lender's title insurance policies,

opinions of counsel, evidences of authorization or incumbency, escrow

instructions, architect's consent agreements and all such documents relating to

Project(s) covered by the Loan to be executed (and acknowledged where

applicable) by the Borrower, the Guarantor, if any, and/or the Lender (where

applicable), all in connection with the Lender making the Loan to the Borrower

as the same may be amended or otherwise modified from time to time in accordance

with this Loan Agreement. The Loan Documents will include, but not be limited

to, the following:

(1) this Loan Agreement;

(2) the Note;

(3) the Guaranty;

(4) the Environmental Indemnity; and

(5) the Project Documents.

"Map" shall mean, with respect to a Project, a final subdivision, parcel, plat

or condominium map consistent with the Plans and Specifications and with the

Laws and Regulations.

"Material Adverse Change" means any material and adverse change in, or a change

which has a material adverse effect upon, any of:

(1) the business, properties, operations or condition (financial or

otherwise) of the Borrower or any Guarantor which, with the giving of

notice or the passage of time, or both, could reasonably be expected to

result in either (i) the Borrower or any Guarantor failing to comply with

any of the financial covenants contained in Section 5.5 or (ii) the

Borrower's or any Guarantor's inability to perform its or their respective

obligations pursuant to the terms of the Loan Documents; or

(2) the legal or financial ability of the Borrower or any Guarantor

to perform its or their respective obligations under the Loan Documents

and to avoid any Potential Default or Event of Default; or

(3) the legality, validity, binding effect or enforceability against

the Borrower or any Guarantor of any Loan Document.

"Maturity Date" means the first to occur of (i) the Project Loan Repayment Date

set forth in the last Project Commitment incorporated into this Loan Agreement,

(ii) the date which is 48 months from the Effective Date, or (iii) any earlier

date on which the Loan is accelerated or otherwise required to be repaid

pursuant to the terms of this Loan Agreement.

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"Maximum Project Loan Initial Balance" means the product of (i) the Advance Rate

and (ii) the lesser of (A) the Inventory Appraised Value of the related Project

provided an Appraisal Report is required, and (B) the Budget.

"Minimum Required Principal Payment" means, with respect to each Project Loan,

the minimum required principal payment for each quarter based on the outstanding

balance of such Project Loan divided by the number of quarters remaining until

the Maturity Date, as set forth in the Project Commitment related to such

Project Loan.

"Net Worth" means (i) total assets, as would be reflected on a balance sheet

prepared on a consolidated basis and in accordance with GAAP, consistently

applied, exclusive of Intellectual Property, experimental or organization

expenses, franchises, licenses, permits, and other intangible assets, treasury

stock, unamortized underwriters' debt discount and expenses, and goodwill minus

(ii) total liabilities, as would be reflected on a balance sheet prepared on a

consolidated basis and in accordance with GAAP consistently applied.

"Note" means that certain Revolving Promissory Note dated as of the date of this

Agreement executed by the Borrower and made payable to the order of Lender, as

holder, in the Loan Amount and maturing on the Maturity Date, as such Note may

be amended or otherwise modified from time to time.

"Permitted Exceptions" means, with respect to a Project, (i) real estate taxes

and assessments not yet due and payable and possible supplemental assessments

for improvements constructed on the Land, (ii) exceptions to title which are

approved in writing by the Lender (including such easements, dedications,

covenants and such which Lender consents to in writing after the Effective Date

of this Loan Agreement), and (iii) the exceptions set forth in the Title Policy.

"Person" means an individual, partnership, corporation (including a business

trust), limited liability company, joint stock company, trust, unincorporated

association, joint venture or other entity, or a government or any political

subdivision or agency thereof.

"Plans and Specifications" means, with respect to a Project, the final set of

architectural, structural, mechanical, electrical, grading, sewer, water, street

and utility plans and specifications for the Development Work, including all

supplements, amendments and modifications thereto signed and affixed with the

architect's registration stamp or seal, all in form and substance reasonably

satisfactory to the Lender and the Inspector.

"Potential Default" means the existence of any event, which with the giving of

notice, the passage of time, or both, would constitute an Event of Default

hereunder or an event of default (however described) under any other of the Loan

Documents.

"Prepayment Premium" means an amount to be paid pursuant to Section 2.10 upon a

prepayment of a Project Loan (Borrower is not required to pay a Prepayment

Premium under the terms of this Loan Agreement).

"Program Fee" means an amount equal to the product of (A) 1/12th of 0.125%, (B)

the Loan Amount and (C) 24.

<PAGE>

"Project" means any acquisition, development and/or construction project located

in an area permitted by the Project Requirements or such other area as approved

by Lender in its sole and absolute discretion, as to which the Lender has issued

a Project Commitment and made proceeds of the Loan available for disbursement,

which such project shall include (i) the Land, (ii) the existing Improvements

(if any) and (iii) the Development Work to be completed on the Land, which

Project shall be used part of a Timeshare Program.

"Project Commitment" means, with respect to a Project, the project commitment

issued by the Lender to the Borrower for the Project, wherein the Lender agrees,

subject to the terms and conditions of such Project Commitment and the other

Loan Documents and subject to Borrower signing such Project Commitment, to make

proceeds of the Loan available for the Project. The terms of each Project

Commitment, once it is signed by both the Borrower and the Lender, will

supplement the terms of this Loan Agreement with respect to the stated Project,

the related Project Loan and the related Project Security Documents. The Project

Commitments will be substantially in the form of Exhibit D.

"Project Documents" means, with respect to a Project, all documents,

instruments, agreements, assignments and certificates relating thereto,

including, without limitation, any and all loan or credit agreements, promissory

notes, deeds of trust, mortgages, financing statements, security agreements,

assignments of rents, assignments of leases, assignments of contracts,

environmental indemnities, guaranties, contractor's consent agreements, lender's

title insurance policies, opinions of counsel, evidences of authorization or

incumbency, escrow instructions, and architect's consent agreements previously

executed or to be executed (and acknowledged where applicable) by the Borrower,

any Guarantor and/or the Lender (where applicable), all in connection with the

Lender making proceeds of the Loan available to the Borrower for the Project, as

the same may be amended or otherwise modified from time to time in accordance

with this Loan Agreement. The Project Documents will include, but not be limited

to, the following:

(1) the Project Commitment;

(2) the Project Security Instruments;

(3) the Plans and Specifications;

(4) the Lender's Escrow Instructions; and

(5) the Title Policy.

The Project Documents will include those forms of documents, instruments,

agreements, assignments and certificates which the Lender approves at the time

of its execution and delivery of this Loan Agreement, as evidenced by a written

certificate executed by the Borrower and the Lender. The forms of the Project

Documents may be supplemented or amended from time to time to add or amend form

Project Documents approved by the Lender.

"Project Loan" or "Project Loan Amount" means the loan or loan amount for the

acquisition and development of a Project with disbursements under such loan not

to exceed the Maximum Project Loan Initial Balance for such Project.

<PAGE>

"Project Loan Advance Period" means, with respect to a Project Loan, the period

of time commencing on the date of the Project Documents and expiring on the date

set forth in the applicable Project Commitment as the termination date for the

Project Loan Advance Period.

"Project Loan Committed Amount" means the portion of a Project Loan Amount which

(a) has been advanced and not repaid plus (b) is available to be disbursed for

Approved Costs.

"Project Loan Repayment Date" means, with respect to a Project, the first to

occur of (i) the date which is set forth in the Project Commitment as the date

on which all proceeds of the Project Loan Amount must be repaid, (ii) the

Maturity Date or (iii) the date on which the Loan is required to be repaid

pursuant to Section 8.2.

"Project Owner" means the Person who owns a particular Project or Projects, and

which Person must also be a Borrower.

"Project Requirements" means, for any project proposed to be included as a

Project pursuant to the terms of this Loan Agreement, the requirements listed in

Exhibit B.

"Project Security Instruments" means, with respect to a Project, all pledge

agreements, guaranties, deeds of trust, mortgages, security agreements,

assignments and other agreements or instruments previously executed or to be

executed by the Borrower and/or the Guarantor, if any granting in favor of the

Lender a lien or encumbrance on or a security interest in any property or right

or interest of the Borrower or any Guarantor as security for the Loan, as the

same may be amended or otherwise modified from time to time in accordance with

this Loan Agreement, including but not limited to the following:

(1) the Deed of Trust;

(2) the UCC Financing Statement;

(3) the CLPI Assignment; and

(4) the Assignment.

"Project Specific Default" means a default under the Loan related to the

development, operation or management of a particular Project or to a particular

entity forming Borrower, which default is identified in one or more of Section

8.1(a)(10) and Section 8.1(a)(14) through Section 8.1(a)(18).

"Project Underwriting Documents" means, for any project proposed to be included

as a Project pursuant to the terms of this Loan Agreement, the documents listed

in Exhibit C and any other documents relating to the proposed project which the

Lender requests, all in form and substance reasonably satisfactory to the

Lender.

"Resolution" means a resolution of a corporation certified as true and correct

by an authorized officer of such corporation, a certificate signed by the

manager of a limited liability company and such members whose approval is

required, or a partnership certificate signed by all of the general partners of

such partnership and such other partners whose approval is required.

<PAGE>

"Retainage" means, with respect to a Project, the amount set forth in the

Project Commitment as the amount to be retained or held back from each approved

disbursement on a construction contract until the completion of such

construction contract and the satisfaction of all conditions precedent for the

final payment under such construction contract.

"Sales Agreement" means, with respect to a Project, a written agreement for the

sale of a Timeshare Interest between the Borrower and a Person who is not an

Affiliate of the Borrower.

"Staged Draw Schedule" means, with respect to a Project, the schedule of draws

for the various stages of the Development Work which such schedule, and the

components of the Development Work which fit within each stage, are specified in

the exhibit attached to the Project Commitment.

"Timeshare Interest" means the fractional fee simple timeshare interest in an

individual air-space condominium unit, cabin, villa, cottage or townhome within

a Resort, together with all furniture, fixtures and furnishings therein, and

together with any and all interests in common elements appurtenant thereto

acquired pursuant to a Sales Agreement with respect to a Project.

"Timeshare Program" means a program to be created by which Persons may own

Timeshare Interests, enjoy their respective Timeshare Interests on a recurring

basis, and share the expenses associated with the operation and management of

such program.

"Title Insurance Company" means a title insurance company acceptable to the

Lender.

"Title Policy" means, with respect to a Project, that certain policy of title

insurance accepted by the Lender for the Project, which policy of title

insurance shall:

(1) be an ALTA loan form (10-17-92 or the equivalent thereof) title

insurance policy;

(2) be issued in the amount specified by the Lender in the Lender's

Escrow Instructions;

(3) be issued by the Title Insurance Company;

(4) insure the Lender that the applicable Deed of Trust is an

enforceable first lien against marketable fee simple title to the Project,

subject only to Permitted Exceptions;

(5) provide mechanics' lien coverage;

(6) have all standard exceptions deleted therefrom other than taxes

for the current year and subsequent years; and

(7) have appended thereto the following endorsements to the extent

permitted by the laws of the state in which the Project is located.

(A) a Form 9 endorsement;

<PAGE>

(B) a 3.0 zoning endorsement

(D) variable rate mortgage endorsement.

(E) an endorsement deleting the creditors' rights exclusion

(F) a variable rate endorsement

(G) a public street access endorsement

(H) a pending disbursement endorsement

(I) a contiguity endorsment; and

(J) a survey endorsement; and

(K) such other endorsements as the Lender requires with

respect to the Project

"Transfer" means, with respect to any Project and/or the Borrower,

the occurrence of any of the following:

(1) any sale, conveyance, assignment, transfer, alienation,

mortgage, conveyance of security title, encumbrance or other disposition

of any kind of the Project, or any other transaction the result of which

is, directly or indirectly, to divest the Borrower of any portion of its

title to or interest in the Project, voluntarily or involuntarily, other

than transfers and sales of the Timeshare Interests in the ordinary course

of business, it being the express intention of the Borrower and the Lender

that the Borrower is prohibited from granting to any Person a lien or

encumbrance upon the Project (other than Permitted Encumbrances),

regardless of whether such lien is senior or subordinate to the Lender's

lien;

(2) any sale, conveyance, assignment, transfer, alienation,

mortgage, conveyance of security title, encumbrance or other disposition

of any kind of any other collateral for the Loan, or any other transaction

the result of which is, directly or indirectly, to divest the Borrower of

any portion of its title to or interest in such collateral, voluntarily or

involuntarily, it being the express intention of the Borrower and the

Lender that the Borrower is prohibited from granting to any Person a lien

or encumbrance upon such other collateral, regardless of whether such lien

is senior or subordinate to the Lender's lien other than Permitted

Exceptions;

(3) any merger, consolidation or dissolution involving the Borrower;

(4) the sale or transfer of a majority of the assets of the Borrower

not in the ordinary course of business;

<PAGE>

(5) with respect to any Borrower which is a corporation:

(A) the transfer of any portion of the voting stock of the

Borrower;

(B) the transfer of any portion of the voting stock of any

corporation which is the direct or indirect owner of 10% or more of

the voting stock of the Borrower, provided that the foregoing

restriction shall not apply to Guarantor or to any Borrower that is

wholly owned by Guarantor;

partnership which is the direct or indirect owner of 10% or more of

the voting stock of the Borrower; or

(D) the transfer of any membership interest in any limited

liability company which is the direct or indirect owner of 10% or

more of the voting stock of the Borrower;

(6) with respect to any Borrower which is a partnership:

(A) any merger, consolidation or dissolution involving the

general partner of the Borrower;

(B) the sale or transfer of a majority of the assets of any

general partner of the Borrower;

Borrower to another Person;

(D) with respect to any general partner of the Borrower which

is a corporation, the transfer of any portion of the voting stock of

such general partner to another Person;

(E) with respect to any general partner of the Borrower which

is a general partnership or limited partnership, the transfer of any

partnership interest of such general partner to another Person;

(F) with respect to any general partner of the Borrower which

is a limited liability company, the transfer of any membership

interest of such general partner to another Person;

(G) the conversion of any general partnership interest of the

Borrower to a limited partnership interest; or

(H) the addition of any general partner or limited partner to

the Borrower;

(7) with respect to any Borrower which is a limited liability

company:

(A) any merger, consolidation or dissolution involving the

managing member of the Borrower;

<PAGE>

(B) the sale or transfer of a majority of the assets of any

managing member of the Borrower;

Borrower to another Person;

(D) with respect to any managing member of the Borrower which

is a corporation, the transfer of any portion of the voting stock of

such managing member to another Person;

(E) with respect to any managing member of the Borrower which

is a general partnership or limited partnership, the transfer of any

partnership interest of such general partner to another Person;

(F) with respect to any managing member of the Borrower which

is a limited liability company, the transfer of any membership

interest of such general partner to another Person;

(G) the conversion of any managing member interest of the

Borrower to a non-managing member interest; or

(H) the addition of any managing member or member to the

Borrower.

"UCC Financing Statement" means, with respect to a Project, any UCC

financing statement, whether executed or not by the applicable Project Owner,

naming such Project Owner, as debtor, in favor of the Lender, as secured party,

in connection with the Lender making proceeds of the Loan available to the

Borrower for the Project, as such UCC financing statement may be amended or

otherwise modified from time to time with or without Project Owner's signature.

"Unit" means a dwelling unit in the Project.

Section 1.2. Other Definitional Provisions

(a) Accounting terms not defined herein will have the respective meanings

given to them under GAAP. To the extent that the definitions of accounting terms

herein are inconsistent with the meanings of such terms under GAAP, the

definitions contained herein will control.

(b) The words "hereof", "herein" and "hereunder" and words of similar

import when used in this Loan Agreement will refer to this Loan Agreement as a

whole and not to any particular provision of this Loan Agreement.

specified date to a later specified date, the word "from" means "from and

including" and the words "to" and "until" each means "to but excluding".

<PAGE>

ARTICLE 2. THE LOAN

Section 2.1. Agreement to Lend and Borrow and Project Loan Maturity

(a) The Lender agrees, on the terms and conditions hereinafter set forth,

to make the Loan to the Borrower through one or more Project Loans for the

purpose of providing financing for the acquisition, development and construction

of Projects; provided however, that the obligation of the Lender to make the

Loan is conditioned upon the Lender's receipt of the documents and the

satisfaction of the other items set forth in Exhibit A attached hereto. The

Borrower will repay the Loan pursuant to Section 2.6 and Section 2.9, may prepay

the Loan pursuant to Section 2.10 and may reborrow proceeds of the Loan pursuant

to this Section 2.1(a) and Section 2.14.

(b) The outstanding principal balance of each Project Loan, together with

accrued and unpaid interest thereon and all other amounts payable by the

Borrower under the terms of the Loan Documents relating to such Project Loan,

will be due and payable on the applicable Project Loan Repayment Date.

outstanding Project Loans), together with accrued and unpaid interest thereon

and all other amounts payable by the Borrower under the terms of the Loan

Documents, will be due and payable on the Maturity Date.

Section 2.2. Disbursements of the Loan

The Lender shall make disbursements of the Loan in accordance with and

subject to the terms of Article III hereof.

Section 2.3. Use of Disbursements

The Borrower covenants to use disbursements of the Loan only for Approved

Costs.

Section 2.4. Fees

(a) Commitment Fee. The Commitment Fee shall be paid by the Borrower in

installments in the following manner:

(i) On the initial funding date for a Project Loan, 1.00% of the

initial balance of such Project Loan shall be due and the payment of such

amount shall be condition precedent to the funding of the Project Loan.

(ii) At the earlier of (A) the Approval Period Termination Date and

(B) the occurrence of an Event of Default, any unpaid amounts in respect

of the Commitment Fee shall be immediately due and payable.

(b) Program Fee. The Program Fee shall be paid by the Borrower in

installments in the following manner:

<PAGE>

(i) On each Interest Due Date, the Borrower agrees to pay the Lender

an amount equal to 1/12th of 0.125% of the Loan Amount.

(ii) At the earlier of (A) the Approval Period Termination Date and

(B) the occurrence of an Event of Default, any unpaid amounts in respect

of the Program Fee shall be immediately due and payable.

Section 2.5. No Reduction in Commitment Fee or Program Fee

The Borrower acknowledges that the Commitment Fee and the Program Fee,

required to be paid to Lender pursuant to the provisions of Section 2.4, has

been earned upon Borrower' and Lender's execution of this Loan Agreement and

will not be refundable. Regardless of whether (a) Lender advances any amounts

under the terms of this Loan Agreement or (b) Borrower repays or is required to

repay the Loan on the date required by Section 8.2, the Borrower will not be

entitled to any refund of the Commitment Fee and the Program Fee previously

paid. Notwithstanding anything to the contrary contained herein, provided

Borrower presents to Lender a Project, which in Lender's sole and reasonable

discretion is a Project which meets its loan underwriting criteria, but Lender

refuses to fund the Project, Borrower shall not be obligated to pay a Commitment

Fee on said Project.

Section 2.6. Interest

(a) The Loan will bear interest from the date of disbursement hereunder on

the unpaid principal at an annual rate equal to the Interest Rate.

(b) On or before the 5th Business Day of each month, commencing with the

first month after the Lender has disbursed proceeds of the Loan, the Lender

shall send to the Borrower an invoice setting forth the amount of interest due

for the previous month. The Borrower will pay the interest due for the previous

month on or before the Interest Due Date, except if the Budget for any Project

includes an Interest Reserve, then the Borrower may direct the Lender to make a

disbursement from the Interest Reserve to pay the interest due on the Loan with

respect to such Project until such time as such Interest Reserve is fully

disbursed, upon and subject to the terms and conditions contained herein.

under the Loan Documents shall earn interest after they are due at the rate of

the Default Rate. At the option of Lender, while an Event of Default exists,

interest shall accrue at the Default Rate.

Section 2.7. Interest Rate Limitation

The provisions of this Loan Agreement and the other Loan Documents are

hereby expressly limited so that in no contingency or event whatever will the

amount paid or agreed to be paid to the Lender for the use, forbearance or

detention of the sums evidenced by this Loan Agreement exceed the maximum amount

permissible under applicable law. If from any circumstance whatever the

performance or fulfillment of any provision of this Loan Agreement or of any

other Loan Document should involve or purport to require any payment in excess

of the limit prescribed by law, then the obligation to be performed or fulfilled

is hereby reduced to the limit of such validity. In addition, if, from any

circumstance whatever, the Lender should

<PAGE>

ever receive as interest an amount which would exceed the highest lawful rate

under applicable law, then the amount which would be excessive interest will be

applied as an optional reduction of principal (or, at the Lender's option, be

paid over to the Borrower), and will not be counted as interest.

Section 2.8. Repayment of Principal

Principal of the Loan will be due and payable as follows:

(1) Concurrent with the closing of the sale of a Timeshare Interest

pursuant to a Sales Agreement, the Borrower will make a principal payment

in an amount equal to Lender's Release Price, which amount shall be

applied, until paid in full, to the payment of the outstanding amount of

the Project Loan Amount corresponding to the Project within which the

Timeshare Interest was sold.

(2) In the event that, for any reason, the aggregate payments to

Lender of the Lender's Release Price for any Project Loan are less than

the Minimum Required Principal Payment for such Project Loan during any

calendar quarter, then within 15 days after the end of such calendar

quarter, the Borrower shall make an additional quarterly payment on such

Project Loan to the Lender from Borrower's own funds of an amount equal to

the difference between the Minimum Required Principal Payment for such

calendar quarter and the aggregate payments to Lender of Lender's Release

Price for such calendar quarter with respect to such Project Loan.

(3) Upon a Project Specific Default and so long as there is no other

Event of Default or Potential Default, the Borrower may, at its option

(but only if exercised prior to the earlier of (i) the Lender's exercise

of its remedies under Section 8.2 and (ii) 30 days after the occurrence of

the Project Specific Default), repay the outstanding balance of the

Project Loan Amount corresponding to the Project Specific Default.

(4) If the Project Loan Amount has not been repaid on or before the

Project Loan Repayment Date for such Project, the Borrower must on such

date repay the entire outstanding principal amount of such Project Loan

together with all accrued and unpaid interest relating thereto.

(5) In the event that the sum of the Project Loan Committed Amounts

for all Projects at any time exceeds the Loan Amount, the Borrower must

immediately make a principal repayment in an amount sufficient to

eliminate any such excess, which payment shall be applied by Lender in its

discretion.

(6) On the Maturity Date, the Borrower is required to repay the

entire outstanding principal amount of the Loan together with all accrued

and unpaid interest and all other amounts owed to Lender under the Loan

Documents.

Section 2.9. Adjustment to Lender's Release Price.

Lender, in its sole and absolute discretion, reserves the right to adjust

the Lender's Release Price applicable to a Project at any time before the

applicable Project Loan Repayment

<PAGE>

Date to ensure that such fee is sufficient to repay the Project Loan Amount upon

the sale of 75% of the planned Timeshare Interests within such Project.

Section 2.10. Prepayment of the Loan

The Borrower shall have the option to prepay each Project Loan in full or

in part without penalty upon 30 days prior written notice to the Lender.

Section 2.11. Payments

(a) All payments of principal, interest and Fees on the Loan must be made

to the Lender by federal funds wire transfer as instructed by the Lender in

immediately available funds not later than 2:00 p.m. Eastern Standard Time on

the dates such payments are to be made. Any payment received after 2:00 p.m.

Eastern Standard Time will be deemed received by the Lender on the next Business

Day.

(b) If any payment of principal, interest or fees to be made by the

Borrower becomes due on a day other than a Business Day, such payment will be

made on the next succeeding Business Day and such extension of time will be

included in computing any interest with respect to such payment.

on the basis of the actual number of days elapsed during the period for which

interest and fees are being charged predicated on a year consisting of 360 days.

Section 2.12. Applications of Payments; Late Charges

(a) Payments received by the Lender pursuant to the terms hereof will be

applied in the following manner:

(1) first, to the payment of all expenses, charges, costs and fees

incurred by or payable to the Lender and for which the Borrower is

obligated pursuant to the terms of the Loan Documents;

(2) second, to the payment of all interest accrued to the date of

such payment, except that the payments made pursuant to Section 2.8(1)

will be applied to the payment of principal in accordance with

subparagraph (3) below and not the payment of interest; and

(3) third to the payment of principal.

Notwithstanding anything to the contrary contained herein, after the occurrence

and during the continuation of an Event of Default, all amounts received by the

Lender from any party will be applied in such order as the Lender, in its sole

discretion, may elect.

(b) If any installment of interest and/or the payment of principal is not

received by the Lender within 5 Business Days after the due date thereof, then

in addition to the remedies conferred upon the Lender pursuant to Section 8.2

hereof and the other Loan Documents, the

<PAGE>

Lender may elect to assess a late charge of 4% of the amount of the installment

due and unpaid, which such late charge will be added to the delinquent amount to

compensate the Lender for the expense of handling the delinquency. The Borrower

and the Lender agree that such late charge represents a good faith and fair and

reasonable estimate of the probable cost to the Lender of such delinquency. The

Borrower acknowledges that during the time that any such amount is in default,

the Lender will incur losses which are impracticable, costly and inconvenient to

ascertain and that such late charge represents a reasonable sum considering all

of the circumstances existing on the Effective Date of this Loan Agreement and

represents a reasonable estimate of the losses the Lender will incur by reason

of late payment. The Borrower further agrees that proof of actual losses would

be costly, inconvenient, impracticable and extremely difficult to fix.

Acceptance of such late charge will not constitute a waiver of the default with

respect to the overdue installment, and will not prevent the Lender from

exercising any of the other rights and remedies available hereunder.

Section 2.13. Approval Period

(a) During the Approval Period, Borrower may request the approval of a

Project for funding from the proceeds of the Loan by complying with the terms

and conditions of Section 3.1.

(b) Commencing on the Approval Period Termination Date, Borrower may not

request the approval of new Projects, although proceeds of the Loan will

continue to be disbursed with respect to the then existing Projects in

accordance with the provisions of Article III.

Section 2.14. Revolving Nature of Loan

The Loan is a revolving loan and any amounts which are repaid may, subject

to the terms of the Loan Documents limiting the amounts which may be drawn for

any Project and the terms restricting disbursements of proceeds of the Loan, be

redrawn.

Section 2.15. Security

Payment of the Loan by the Borrower and performance of the Borrower's

other obligations under the Loan Documents will be secured by the Guaranty and

the collateral described in the Project Security Instruments. The Borrower

warrants that the Project Security Instruments will create a valid and

first-lien position with respect to the Projects, subject only to Permitted

Exceptions.

ARTICLE 3. APPROVAL OF PROJECTS; DISBURSEMENTS OF THE LOAN

Section 3.1. Project Approvals; Project Commitments and Project Documents

(a) During the Approval Period, the Borrower may submit to the Lender

projects proposed to be included as Projects, all pursuant to and in accordance

with the terms of this Loan Agreement. Upon approval as a Project and compliance

with the requirements of Section 3.2 and the other terms and provisions of the

Loan Documents, disbursements of the Loan will be made with respect to the

Approved Costs for such Project in accordance with this Loan Agreement.

<PAGE>

(b) In order to include a proposed project as a Project, the Borrower must

submit to the Lender a complete description of the proposed project, including

the Project Underwriting Documents, and evidence that the proposed project

complies with the Project Requirements.

Borrower, the Project Underwriting Documents must specify the Project Owner,

which must be a Person which is owned 100% by Borrower or Guarantor, or is

otherwise acceptable to Lender. The Project Documents relating to that Project

will contain a provision whereby the Project Owner, in addition to Borrower,

assumes all of the obligations of Borrower then, or at any time in the future,

contained in this Loan Agreement and the other Loan Documents and agrees to be

bound by and comply with all the terms hereof and thereof. In such an instance,

the Project Underwriting Documents must include (i) the name of the Project

Owner, (ii) the charter and organizational documents for the Project Owner,

including such documents as will specify who is to manage the Project Owner, and

(iii) such other information as the Lender, in its sole and absolute discretion,

will require regarding the Project Owner. (d) Upon its receipt of the Project

Underwriting Documents, the Lender will have [30] days to review and, in its

sole and absolute discretion, approve or disapprove in writing the proposed

project as a Project which may be financed from proceeds of the Loan. Upon any

such approval, the Lender will issue a Project Commitment with respect thereto

and such proposed project will become a Project for purposes of this Loan

Agreement upon Borrower returning to Lender a copy of the Project Commitment

containing the original signature of Borrower accepting the supplemental terms

and conditions set forth in the Project Commitment; provided however, that no

Project Commitment will be issued with respect to any proposed project unless

the Available Amount (plus any cash equity provided by the Borrower (as provided

for in the Project Commitment)) is at least equal to the amount required to

complete the acquisition of the Land and the performance of the Development Work

for such proposed project. The terms of each Project Commitment issued by the

Lender and signed by the Borrower shall supplement the terms of this Loan

Agreement and shall be applicable with respect to the stated Project, the

related Project Loan and the related Project Security Documents.

(e) It is a condition precedent to the approval of any proposed project

that the Lender shall have performed, at Borrower's expense, a site

inspection/market review with respect to such proposed project, and the Lender

must be satisfied with the results of such inspection and review.

Section 3.2. Project Closings

Upon issuance of a Project Commitment with respect to a Project, the

Borrower and the Lender shall proceed to execute and deliver the other required

Project Documents for such Project and close the transaction, thereafter

allowing proceeds of the Loan to be disbursed for such Project. The following

shall be the conditions precedent to the closing for each Project:

(1) The Borrower has delivered to the Lender the Project

Underwriting Documents, all the documents described in the Project

Commitment, executed originals of the other Project Documents and such

other agreements, instruments, certificates and opinions as the Lender

requires in connection with such Project.

<PAGE>

(2) The Deed of Trust must be duly recorded and in a first-priority

lien position, which first-priority lien positions shall be evidenced and

insured by the Title Policy, subject to Permitted Exceptions.

(3) The Lender's security interests in all personal property and any

fixtures covered by the Deed of Trust must be duly perfected and in a

first-priority lien position.

(4) All taxes, fees and other charges in connection with the

preparation, execution, delivery and recording/filing of the Project

Documents have been paid by Borrower. All delinquent taxes, assessments or

other governmental charges or liens affecting the Project, if any, have

been paid, or if not paid, the Borrower has posted a bond or other

security acceptable to the Lender with respect to such unpaid taxes.

(5) An opinion of legal counsel located in the state where the

Project is located in substantially the form required by paragraph (2) of

Exhibit A relative to the Project Documents.

(6) As to any Project Owner for which such resolutions have not

previously been delivered to the Lender, a certified copy of the

resolutions adopted by the Project Owner authorizing the Project Owner to

incur or assume the debt related to the Loan and the Project and

authorizing certain officers of the Project Owner to execute and deliver

the Project Documents.

Section 3.3. Disbursements of Loan Proceeds to Acquire Land and for Development

Work

(a) Disbursements to finance the Borrower's acquisition of the Land for

each Project will be made upon the terms and conditions set forth in the Project

Commitment for the Project.

(b) All requests for disbursements of proceeds of the Loan to fund

Development Work must comply with the terms of this Section 3.3, subject to such

Retainage requirements and such conditions precedent, if any, as are set forth

in the Project Commitments and subject to any additional limitations set forth

in the Project Commitments. Disbursements related to the Development Work with

respect to all Projects will be available twice per month.

by a Draw Request Certification and must be accompanied by the following:

(1) a written summary prepared by the Borrower, in detail acceptable

to the Lender, of the billings of each subcontractor or vendor with

respect to the Development Work for which a disbursement is being

requested, together with copies of the billings of each such subcontractor

or vendor;

(2) at Lender's request, a written certification from the Inspector

to Lender, in a form satisfactory to Lender, that (i) the portion of the

Development Work for which payment is being sought has been completed,

(ii) all Development Work done for which payment is being sought has been

completed with sound new materials and fixtures, or refurbished materials

and fixtures that meet the requirements of the Plans and

<PAGE>

Specifications, and in a good and workmanlike manner, (iii) the

Development Work is being performed within the Budget and in accordance

with the Plans and Specifications, and (iv) sufficient funds are available

to Borrower to complete the Development Work;

(3) at Borrower's expense, a "date down" endorsement to the Title

Policy insuring that there are no liens imposed by law for services, labor

or materials appearing in the public records, and insuring the full amount

of the disbursement, provided that any such endorsement may show

mechanics' liens resulting from the Development Work if and only if the

Title Company will issue an endorsement which insures Lender against any

loss by reason of such mechanics' liens and Borrower has complied in all

respects with the requirements of Section 6.18; and

(4) such other documents specified in the Project Commitment.

The foregoing submissions must reflect the cost of all Development Work for

which payment is to be made. The Draw Request Certification must specify the

portion of such costs which will be paid out of the requested disbursement of

Loan proceeds, and, if any portion of such costs are to be paid by the Borrower,

the portion of such costs to be paid by the Borrower.

(d) After the expiration of the applicable Project Loan Advance Period,

Lender shall have no further obligations to make any disbursements under the

Project Loan. In addition, the Lender shall have no obligation to make any

disbursement of proceeds under a Project Loan if the initial disbursement of

proceeds under such Project Loan is not made on or before the Approval Period

Termination Date.

(e) Provided that no Event of Default or Potential Default exists, and

subject to the terms and conditions set forth herein, including the provisions

of Section 3.4, the Lender will use its reasonable best efforts to disburse to

the Borrower the amount requested relating to the Development Work within [5]

Business Days after receipt of a Draw Request Certification meeting the

requirements of this Loan Agreement. In the event the Lender is unable to make

the disbursement within such time period, the Lender will disburse the proceeds

of the Loan as soon thereafter as possible. All disbursements will be delivered

to Borrower by federal funds wire transfer as instructed by Borrower.

Section 3.4. Provisions Applicable to All Disbursements

The obligation of Lender to make any disbursement requested by the

Borrower of proceeds of the Loan is subject to fulfillment of all of the

following conditions precedent:

(1) No Event of Default or Potential Default has occurred and is

continuing, or would result from such disbursements or from the

application of the proceeds therefrom.

(2) Following the requested disbursement of proceeds of the Loan,

(i) the outstanding principal amount of the Loan shall not exceed the Loan

Amount, and (ii) with respect to any Project, the principal amount

advanced shall not exceed the Project Loan Amount for that Project.

<PAGE>

(3) Each Project shall comply with all requirements set forth in the

Project Commitment for such Project and the other Loan Documents.

(4) The proceeds of the Loan which remain available for disbursement

for the Development Work for the Projects shall be sufficient to complete

the Development Work related to such Projects; provided, however, that the

Lender will be obligated to make a disbursement notwithstanding such a

deficiency in the event that (i) the Budget for the acquisition of the

Land and the Development Work of the applicable Project and the amount of

the Loan available for such acquisition of the Land and such Development

Work have been increased by an amount at least equal to such deficiency in

accordance with the terms of Section 6.15(e), or (ii) the Borrower

provides to the Lender evidence that it has paid from its own funds, in

addition to any Borrower funds which the Budget for such Project requires,

an amount at least equal to the amount of such deficiency.

(5) All costs requested to be funded from the proceeds of such

disbursement shall relate to costs which are Approved Costs for such

Project.

(6) No liens (other than liens for real property taxes that are not

yet delinquent) have been filed against the Project, except as permitted

by Section 6.18 or Permitted Exceptions.

(7) All statements made in the applicable Draw Request Certification

shall be true and correct on and as of the date of the requested

disbursement, before and after giving effect thereto and to the

application of the proceeds therefrom.

(8) The representations and warranties of Borrower and Guarantor, if

any, contained in the Loan Documents are true and correct in all material

respects on and as of the date of the requested disbursement, before and

after giving effect thereto and to the application of the proceeds

therefrom, as though made on and as of such date.

(9) The interest rate applicable to the disbursement (before giving

effect to any savings clause) will not exceed the maximum rate permitted

by law.

(10) All disbursements must comply with the Retainage requirements

for such Project as set forth in the applicable Project Commitment.

(11) With respect to the initial disbursement of a Project Loan, the

portion of the Commitment Fee shall have been paid.

Section 3.5. Application of Disbursements

All Loan proceeds disbursed to the Borrower will be used only for payment

(or for reimbursement to Borrower for prior payment) of those items specified in

the Draw Request Certification for which the particular disbursement was made.

The Borrower will not use any such disbursement to pay or reimburse itself,

directly or indirectly, for any amounts paid by the Borrower or any other Person

but not included in the applicable Budget.

<PAGE>

Section 3.6. The Lender May Make Disbursement Notwithstanding Noncompliance

Notwithstanding the failure of any condition precedent to the Lender's

obligation to make any disbursement hereunder, the Lender may make such

disbursement if the Lender, in its sole discretion, determines the making of the

same to be advisable. The making of any disbursement, either before or after the

satisfaction of all conditions precedent with respect to the Lender's obligation

to make the same, will not be deemed to constitute an approval or acceptance by

the Lender of the Development Work theretofore completed or a waiver of such

condition with respect to a subsequent disbursement.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES

Section 4.1. Consideration

As an inducement to the Lender to execute this Loan Agreement, make the

Loan and disburse the proceeds of the Loan, the Borrower represents and warrants

to the Lender the truth and accuracy of the matters set forth in this Article

IV.

Section 4.2. Organization

The Borrower is duly organized, validly existing and in good standing

under the laws of its state of organization, is duly qualified to do business

and is in good standing in every jurisdiction where its business or properties

require such qualification. The Borrower has all requisite power and authority

to own and operate its properties and to carry on its business as now conducted

or proposed to be conducted.

Section 4.3. Authorization

The execution, delivery and performance by the Borrower of the Loan

Documents have been duly authorized by all necessary action and do not and will

not (i) contravene the Articles of Organization of the Borrower, (ii) contravene

any law, rule or regulation or any order, writ, judgment, injunction or decree

or any contractual restriction binding on or affecting the Borrower, (iii)

require any approval or consent of any member, partner, shareholder or any other

Person, other than approvals or consents which have been previously obtained and

disclosed in writing to the Lender, (iv) result in a breach of or constitute a

default under any indenture or loan or credit agreement or any other agreement,

lease or instrument to which the Borrower is a party or by which the Borrower or

its properties may be bound or affected, or (v) result in, or require the

creation or imposition of, any lien of any nature (other than the liens

contemplated hereby) upon or with respect to any of the properties now owned or

hereafter acquired by the Borrower. The Borrower is not in default under any

such law, rule, regulation, order, writ, judgment, injunction, decree or

contractual restriction or any such indenture, agreement, lease or instrument.

Section 4.4. Governmental Consents

No authorization or approval or other action by, and no notice to or

filing with, any governmental authority or regulatory body is required for the

due execution, delivery and

<PAGE>

performance by the Borrower and any Guarantor of the Loan Documents or any other

document executed pursuant thereto or in connection therewith.

Section 4.5. Validity

The Loan Documents have been duly executed and delivered by and constitute

the legal, valid and binding obligations of the Borrower and Guarantor, if any,

enforceable in accordance with their respective terms.

Section 4.6. Financial Position

As of the dates prepared, the financial statements and all financial data

heretofore delivered to the Lender in connection with the Loan and/or relating

to the Borrower and Guarantor, if any, are true, correct and complete in all

material respects and were prepared in accordance with GAAP consistently

applied. Such financial statements fairly present the financial position of the

Persons who are the subject thereof as of the dates thereof.

Section 4.7. Governmental Regulations

Neither the Borrower nor any Guarantor is subject to regulation under the

Investment Company Act of 1940, the Federal Power Act, the Public Utility

Holding Company Act of 1935, the Interstate Commerce Act, as the same may be

amended from time to time, or any federal or state statute or regulation

limiting its ability to incur Debt.

Section 4.8. Employee Benefit Plans

Neither the Borrower nor any Guarantor maintains any pension, retirement,

profit sharing or similar employee benefit plan that is subject to ERISA other

than a plan pursuant to which such entity's contribution requirement is made

contemporaneously with the employees' contributions.

Section 4.9. Securities Activities

Neither the Borrower nor any Guarantor is engaged principally, or as one

of its important activities, in the business of extending credit for the purpose

of purchasing or carrying any margin stock (as defined in Regulation U of the

Board of Governors of the Federal Reserve System in effect from time to time)

and not more than 25% of the value of the assets of either such entity consists

of such margin stock.

Section 4.10. No Material Adverse Change

No Material Adverse Change has occurred.

Section 4.11. Payment of Taxes

All tax returns and reports required to be filed by the Borrower and any

Guarantor have been timely filed, or proper extensions for filing have been

obtained. All taxes, assessments, fees and other governmental charges upon the

Borrower, any Guarantor and their properties,

<PAGE>

assets, income and franchises which are due and payable have been paid when due

and payable, or proper extensions for payment have been obtained, except to the

extent that such taxes, assessments, fees and other governmental charges or the

failure to pay the same would not be material to the respective business,

properties, assets, operations, condition (financial or otherwise) or business

prospects of the Borrower or any Guarantor. Neither the Borrower nor any

Guarantor has any knowledge of any proposed tax assessment against the Borrower

or any Guarantor that could be material to its business, properties, assets,

operations, condition (financial or otherwise) or business prospects.

Section 4.12. Litigation

There is no pending or, to the knowledge of the Borrower, threatened

action, suit, proceeding or arbitration against or affecting the Borrower or any

Guarantor before any court, governmental agency or arbitrator, which may result

in a Material Adverse Change.

Section 4.13. Environmental Matters

(a) Projects. The Borrower's representations, warranties and covenants

with respect to all environmental matters relating to the Projects are set forth

in the Environmental Indemnity.

(b) Non-Projects. As to each "Non-Project" (defined as any project to be

developed, under development, or developed by the Borrower or the Guarantor

other than a Project), the operations of the Borrower and Guarantor, if any,

comply in all respects with all Hazardous Materials Laws except such

noncompliance which would not (if enforced in accordance with applicable law)

reasonably be expected to result, individually or in the aggregate, in a

Material Adverse Change. As of the Effective Date of this Loan Agreement, (i)

neither the Borrower, any Guarantor nor their present properties or operations

is subject to any outstanding written order from, or settlement or consent

agreement with, any governmental authority or other Person, nor is any of the

foregoing subject to any judicial or docketed administrative proceeding

respecting any Hazardous Materials Law, Hazardous Materials Claim or Hazardous

Material, which would (if enforced in accordance with applicable law

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