Common use of Borrower’s Deposit Clause in Contracts

Borrower’s Deposit. (a) With respect to any Approved Subdivision, if in Lender’s reasonable judgment, there are insufficient funds remaining in the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable to Lender (“Borrower’s Deposit”), as Lender may deem necessary, in addition to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instruments, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s part. Lender shall not be required to pay interest on the Borrower’s Deposit. Lender will disburse all or a portion of the Borrower’s Deposit prior to any disbursement of any portion of the Loan Proceeds to complete Properties in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such item.

Borrower’s Deposit. Subject to the reallocation provisions in Section 6 hereof, Borrower hereby covenants and agrees with Lender that if from time to time Lender reasonably determines that the unadvanced portion of the Loan will be insufficient for payment in full of (a) With respect to any Approved Subdivisioncosts of labor, if in Lender’s reasonable judgmentmaterials, there are insufficient funds remaining and services required for the construction of the Improvements, (b) other costs and expenses specified herein or in the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision Budget (subject to Borrower’s right to reallocate savings in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable to Lender (“Borrower’s Deposit”Section 6 hereof), as Lender may deem necessary, in addition or (c) other costs and expenses required to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs be paid in connection with the construction of such Propertiesthe Improvements in accordance with the Plans and Specifications or any governmental requirements, and then Borrower shall, on request of Lender, immediately make a "Borrower's Deposit" (herein so called) with Lender in an amount equal to the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instruments, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s part. Lender shall not be required to pay interest on the Borrower’s Depositdeficiency. Lender will disburse advance all or a any portion of the Borrower’s 's Deposit prior to any disbursement of any portion of the Loan Proceeds to complete Properties in the affected Approved Subdivision(s)proceeds. Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially Improvements exceeds, or appears likely to materially exceed, the amount of the unadvanced portion of the Loan, plus the unadvanced portion of the Borrower's equity contribution, plus the unadvanced portion of any then existing Borrower's Deposit. Borrower's Deposit is hereby pledged as additional collateral for the Loan, and Borrower hereby grants and conveys to Lender a security interest in all funds so deposited with Lender. Upon an Event of Default, Lender may, but shall not be obligated to, apply all or any portion of the Borrower's Deposit against the interest due or the outstanding principal balance under the Note or amounts budgeted therefor in due under any of the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such itemother Security Documents.

Borrower’s Deposit. (a) With respect to any Approved Subdivision, if in Lender’s 's reasonable judgment, there are insufficient funds remaining in the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s 's delivery of notice to Borrower of Lender’s 's determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s 's satisfaction, and which takes into account Borrower’s 's compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable to Lender (“"Borrower’s 's Deposit”"), as Lender may deem necessary, in addition to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s 's Deposit in any form to secure all of Borrower’s 's obligations under the Loan Instruments, and (ii) may apply any proceeds of any Borrower’s 's Deposit for the purposes contemplated herein without any further consent or action on Borrower’s 's part. Lender shall not be required to pay interest on the Borrower’s 's Deposit. Lender will disburse all or a portion of the Borrower’s 's Deposit prior to any disbursement of any portion of the Loan Proceeds to complete Properties in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such item.for

Borrower’s Deposit. If at any time Lender determines that the sum of (ai) With respect the unadvanced portion of the Loan to any Approved Subdivisionwhich Borrower is entitled, if plus (ii) the amounts of the Aggregate Cost which are scheduled to be paid by Borrower from other funds which are available, set aside and committed, to Lender's satisfaction, is or will be insufficient to pay the unpaid actual Aggregate Cost, Borrower shall, within seven (7) days after written notice from Lender, deposit with Lender the amount of the deficiency ("Borrower's Deposit") which Borrower's Deposit may, in Lender’s reasonable judgment's sole discretion, there are insufficient funds remaining be deposited in an interest-bearing account with interest earned thereon to be part of the Borrower's Deposit, or applied as Lender may otherwise require. Such Borrower's Deposit is hereby pledged as additional collateral on the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form hereby grants and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable conveys to Lender (“Borrower’s Deposit”), as Lender may deem necessary, in addition to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under funds so deposited with Lender, as additional collateral on the Loan Instruments, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s partLoan. Lender shall not be required to pay interest on the Borrower’s Deposit. Lender will disburse may advance all or a portion of the Borrower’s 's Deposit prior to the Loan proceeds. Upon a Default, Lender may (but shall have no obligation to) apply all or any disbursement of any portion part of the Loan Proceeds to complete Properties Borrower's Deposit against the unpaid Indebtedness in the affected Approved Subdivision(s). Borrower shall promptly notify such order as Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such itemdetermines.

Borrower’s Deposit. (a) With respect to any Approved Subdivision, if in Lender’s reasonable judgment, there are insufficient funds remaining in the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable to Lender (“Borrower’s Deposit”), as Lender may deem necessary, in addition to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instruments, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s part. Lender shall not be required to pay interest on the Borrower’s Deposit. Lender will disburse all or a portion of the Borrower’s Deposit prior to any disbursement of any portion of the Loan Proceeds to complete Properties in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such item.for

Borrower’s Deposit. If at any time Lender determines that the sum of (ai) With respect the unadvanced portion of the Loan to any Approved Subdivisionwhich Borrower is entitled, if plus (ii) the amounts of c:\wp50\NBPLASMA.020\95.5042\081195\NBMISC#12\MJC\MS Construction Loan Agreement the Aggregate Cost which are scheduled to be paid by Borrower from other funds which are available, set aside and committed, to Lender's satisfaction, is or will be insufficient to pay the unpaid actual Aggregate Cost, Borrower shall, within seven (7) days after written notice from Lender, deposit with Lender the amount of the deficiency ("Borrower's Deposit") which Borrower's Deposit shallbe deposited in Lender’s reasonable judgment, there are insufficient funds remaining in an interest-bearing account with interest earned thereon to be part of the Borrower's Deposit. Such Borrower's Deposit is hereby pledged as additional collateral on the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form hereby grants and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable conveys to Lender (“Borrower’s Deposit”), as Lender may deem necessary, in addition to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instrumentsfunds so deposited with Lender, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s part. Lender shall not be required to pay interest as additional collateral on the Borrower’s DepositLoan. Upon a Default, Lender will disburse may (but shall have no obligation to) apply all or a portion any part of the Borrower’s 's Deposit prior to any disbursement of any portion of against the unpaid Indebtedness in such order as Lender determines. As long as the Loan Proceeds is current and not in default, Borrower shall have the right to elect whether the Borrower's Deposit shall be expended before any further Loan disbursements are made or in the alternative, whether said Borrower's Deposit shall continue to be held in the interest- bearing account until all Loan disbursements have been made by Lender and the Borrower's Deposit is necessary to complete Properties in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such itemProject.

Borrower’s Deposit. If at any time Lender determines that the sum of (ai) With respect the unadvanced portion of the Loan to any Approved Subdivisionwhich Borrower is entitled, if plus (ii) the amounts of the Aggregate Cost which are scheduled to be paid by Borrower from other funds which are available, set aside and committed, to Lender's satisfaction, is or will be insufficient to pay the unpaid actual Aggregate Cost, Borrower shall, within seven (7) days after written notice from Lender, deposit with Lender the amount of the deficiency ("Borrower's Deposit") which Borrower's Deposit shall be deposited in Lender’s reasonable judgment, there are insufficient funds remaining in an interest-bearing account with interest earned thereon to be part of the Borrower's Deposit. Such Borrower's Deposit is hereby pledged as additional collateral on the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower fails, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form hereby grants and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable conveys to Lender (“Borrower’s Deposit”), as Lender may deem necessary, in addition to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect thereto. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instrumentsfunds so deposited with Lender, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s part. Lender shall not be required to pay interest as additional collateral on the Borrower’s DepositLoan. Upon a Default, Lender will disburse may (but shall have no obligation to) apply all or a portion any part of the Borrower’s 's Deposit prior to any disbursement of any portion of against the unpaid Indebtedness in such order as Lender determines. As long as the Loan Proceeds is current and not in default, Borrower shall have the right to elect whether the Borrower's Deposit shall be expended before any further Loan disbursements are made or in the alternative, whether said Borrower's Deposit shall continue to be held in the interest-bearing account until all Loan disbursements have been made by Lender and the Borrower's Deposit is necessary to complete Properties in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such itemProject.

Borrower’s Deposit. If Lender reasonably determines at any time that the unadvanced portion of the Loan will be insufficient for payment in full of (a) With respect costs of labor, materials, and services required for the construction of the Improvements, (b) other costs and expenses specified in the Approved Budget, (c) interest from time to any Approved Subdivision, if in Lender’s reasonable judgment, there are insufficient funds remaining in time owing or to become owing on the Loan, or insufficient availability under (d) other costs and expenses required to be paid in connection with the Borrowing Base, as applicable, for the completion construction of the Properties in such Approved Subdivision Improvements in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision Plans and any Governmental Requirements, and (e) other costs and expenses arising in connection with the ownership, operation, development and/or construction of the Property, then Borrower failsshall, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision's written request, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, Borrower shall deposit with LenderLender such sums (collectively, within fifteen (15the "BORROWER'S DEPOSIT") days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable to Lender (“Borrower’s Deposit”), as Lender may deem reasonably necessary, in addition to the Loan, for the completion of the Properties in such Approved SubdivisionImprovements, the payment of all costs in connection with the construction of such Propertiesthe Improvements, and the performance of any obligation of Borrower to Lender owed with respect theretoLender. Borrower hereby agrees that Lender (ia) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instruments's Deposit, and (iib) may apply any proceeds of any Borrower’s 's Deposit for the purposes contemplated herein without any further consent or action on Borrower’s 's part. Lender shall not be required to pay interest on the such Borrower’s 's Deposit. Lender will disburse may advance all or a portion of the Borrower’s 's Deposit prior to any disbursement of any portion of the Loan Proceeds to complete Properties in the affected Approved Subdivision(s)proceeds. Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially Improvements exceeds, or appears likely to materially exceed, the amounts budgeted therefor in amount of the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance unadvanced portion of ten percent (10%) from the budgeted amounts for such itemLoan and the unadvanced portion of the Borrower's Deposit.

Borrower’s Deposit. If at any time, or from time to time, Lender, in the exercise of its reasonable discretion, determines that the total of the previously disbursed Loan funds and the remaining undisbursed Loan funds as to any Property are less than one hundred percent (a100%) With of the then total costs of the Improvements contemplated for such Property, and payment of all fees, charges, costs and contingencies which are the obligation of Borrower pursuant to the terms hereof for such Property, then Lender may demand in writing that the amount which, when added to the then undisbursed Loan funds, will be sufficient to complete the Improvements and make such payments with respect to any Approved Subdivisionsuch Property, if in Lender’s reasonable judgment, there are insufficient funds remaining in shall be deposited with Lender to insure such completion and payment. Such deposit shall be defined herein as the Loan, or insufficient availability under the Borrowing Base, as applicable, for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and "Borrower's Deposit." Borrower failsshall, within ten (10) business days of Lender’s delivery of notice to Borrower of Lender’s determination of after demand, deposit with Lender the existence amount of such insufficiency deficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith determined by Lender, that which may be held in on an interest bearing account (and if held by Lender in its general accounts or separate interest bearing account any earnings thereon shall be payable to or accrue to the Loan will not be In-Balance (as defined below) after giving effect to benefit of Borrower). Until such revised Construction Cost Breakdown, then in such case, Borrower shall deposit funds have been deposited with Lender, within fifteen (15) days after demand Lender shall have no duty to make any further advances of Loan funds. All funds so deposited by Lender, such sums, either Borrower pursuant to this paragraph shall be disbursed by Lender in the form manner provided herein for disbursement of cash or letter(s) of credit acceptable to Lender (“Borrower’s Deposit”), the Loan funds and in such order as Lender may deem necessary, in addition select. All such funds are hereby assigned to the Loan, Lender as additional security for the completion indebtedness of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such PropertiesBorrower arising hereunder, and the performance may be applied in satisfaction of any obligation of Borrower Borrower's obligations to Lender owed with respect theretothe occurrence of on an Event of Default. Borrower hereby agrees that Lender (i) shall have a security interest in any Borrower’s Deposit in any form to secure all of Borrower’s obligations under the Loan Instruments, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without any further consent or action on Borrower’s part. Lender shall not be required to pay interest on the Borrower’s Deposit. Lender will disburse all or a portion of the Borrower’s Deposit prior to any disbursement of any portion of the Loan Proceeds to complete Properties in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such item.15 ARTICLE IV

Borrower’s Deposit. (aIf at any time after Borrower has met its funding requirements under Section 3.1(l) With above with respect to any Approved Subdivisionits required cash equity, if Lender shall in Lender’s reasonable judgment, there its sole discretion deem that the undisbursed proceeds of the Phase II Loan are insufficient funds remaining in to meet the Loancosts of completing construction of the Phase II Improvements, or insufficient availability under the Borrowing Baseincluding without CONSTRUCTION LOAN AGREEMENT – Page 27 limitation, as applicable, any and all Soft Costs for the completion of the Properties in such Approved Subdivision in accordance with the then-effective Construction Cost Breakdown for such Approved Subdivision and Borrower failsPhase II Improvements, within ten (10) business days of Lender’s delivery of notice Lender may refuse to make any additional Advances to Borrower of Lender’s determination of the existence of such insufficiency as to such Approved Subdivision, to submit a revised Construction Cost Breakdown for such Approved Subdivision addressing such apparent or actual insufficiency of funds, which Construction Cost Breakdown shall be acceptable in form and content to Lender’s satisfaction, and which takes into account Borrower’s compliance with all other Construction Cost Breakdowns then in effect as to all other Approved Subdivisions then included in the Borrowing Base, it shall constitute a Default hereunder. If Lender determines, based on its review of the revised Construction Cost Breakdown, together with such other information required in connection therewith by Lender, that the Loan will not be In-Balance (as defined below) after giving effect to such revised Construction Cost Breakdown, then in such case, hereunder until Borrower shall deposit have deposited with Lender, within fifteen (15) days after demand by Lender, such sums, either in the form of cash or letter(s) of credit acceptable to Lender sufficient additional funds (“Borrower’s Deposit”), as ) to cover the deficiency which Lender may deem necessary, in addition deems to the Loan, for the completion of the Properties in such Approved Subdivision, the payment of all costs in connection with the construction of such Properties, and the performance of any obligation of Borrower to Lender owed with respect theretoexist. Borrower hereby agrees that Lender (i) shall have a security interest in any Such Borrower’s Deposit in any form will be disbursed by Lender to secure all Borrower pursuant to the terms and conditions hereof as if they constituted a portion of Borrower’s obligations under the Phase II Loan Instruments, and (ii) may apply any proceeds of any Borrower’s Deposit for the purposes contemplated herein without being made hereunder prior to any further consent or action on Borrower’s partAdvances of the Phase II Loan proceeds. Borrower agrees upon fifteen (15) days written demand by Lender shall not be required to pay interest on the deposit with Lender such Borrower’s Deposit. Lender will disburse all or a portion of agrees that the Borrower’s Deposit prior shall be placed in an interest-bearing account. Borrower hereby grants a security interest to Lender in and to the Borrower’s Deposit and such account, and agrees that at any time during the existing of an Event of Default, Lender shall have the right to offset any Borrower’s Deposit against the Indebtedness then outstanding, in addition to any disbursement of any portion of and all other remedies provided under this Agreement and the other Loan Proceeds to complete Properties Documents or otherwise available at law or in the affected Approved Subdivision(s). Borrower shall promptly notify Lender in writing if and when the cost of the construction of the Properties in an Approved Subdivision materially exceeds, or appears likely to materially exceed, the amounts budgeted therefor in the then-current Construction Cost-Breakdown for such Approved Subdivision. For purposes hereof, “materially” shall mean a variance of ten percent (10%) from the budgeted amounts for such itemequity.