Common use of Conditions to Initial Advance Clause in Contracts

Conditions to Initial Advance. The obligation of Lender to make the Initial Advance hereunder is subject to the prior or simultaneous occurrence of each of the following conditions: (a) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor. (b) Lender shall have received certified copies of resolutions of Borrower, if Borrower is a corporation, or a certified copy of a consent of partners, if Borrower is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunder, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's authority. (c) Lender shall have received true copies of all organization documents of Borrower, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence of compliance with all Governmental Requirements. (f) Lender shall have received a full-size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received policies of all-risk builder's risk insurance (non-reporting form) during the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I Improvements, owner's and contractor's liability insurance, workers' compensation insurance, and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) Lender shall have received the Title Insurance, at the sole expense of Borrower. (i) Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the streets furnishing access to the Mortgaged Property have been dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the Land, including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Mortgaged Property and the construction of the Phase I Improvements complies with all Governmental Requirements. (5) An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to construct the Phase I Improvements and to perform Borrower's obligations hereunder; (ii) the Loan Documents have been duly authorized, executed and delivered by Borrower and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, design professional and real estate agents' fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) Original or a copy of each proposed Construction Contract. (8) Original or a copy of each fully executed Design Services Contract. (9) Waiver of lien or lien subordination agreement(s) for the prior month's draw request executed by Contractor and by each contractor, laborer and suppliers furnishing labor or materials to the Mortgaged Property, in a form acceptable to Lender, together with Borrower's affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements have been paid in full. (10) A copy of the Plans and Specifications for the Phase I Improvements. (11) Building permit(s), grading permit(s) and all other permits required with respect to the construction of the Phase I or Phase II Improvements. (12) Evidence that all applicable zoning ordinances and restrictive covenants affecting the Land permit the use for which the Phase I and Phase II Improvements are intended and have been or will be complied with. (13) Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) A current financial statement of Guarantor certified by said Guarantor. (16) A Guaranty executed by the Guarantor. (17) A schedule of construction progress for the Phase I Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same.

Conditions to Initial Advance. The Contemporaneously with the closing of the Loan as of the date hereof, Lender and Borrower agree that Lender will make the Prior Land Loan Refinance Advance. Thereafter, the obligation of Lender to make the Initial Advance hereunder and the first Advance after the closing of the Loan is subject to the prior or simultaneous occurrence of each of the following conditions: (a) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor. (b) Lender shall have received certified copies of resolutions of Borrowereach Loan Party, if Borrower such Loan Party is a corporationcorporation or limited liability company, or a certified copy of a consent of partners, if Borrower such Loan Party is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunderhereunder and any guaranties executed in connection with the Loan, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (c) Lender shall have received true copies of all organization documents Organization Documents of Borrowereach Loan Party, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence of compliance with all Governmental Requirements. (f) Lender shall have received a full-sizefull‑size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received policies of all-risk builder's ’s risk insurance (non-reporting form) during for the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I Improvements, owner's ’s and contractor's ’s liability insurance, workers' ’ compensation insurance, insurance and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) Lender shall have received an irrevocable commitment for the issuance of the Title Insurance, at the sole expense of Borrower. (i) Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the streets furnishing access to the Mortgaged Property have been or will be completed and dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way rights‑of‑way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the LandLand for the construction and operation of the Mortgaged Property and without limitation also meet the requirements set forth in the Required Lease (except as disclosed to Lender, and provided that in any event the Plans and Specifications provide that all such utilities will be available to the Land upon construction of the improvements contemplated thereby), including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Mortgaged Property and the construction contemplated of the Phase I Improvements complies with all Governmental Requirements. (5) An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to execute and deliver the Required Lease, to construct the Phase I Improvements and to perform Borrower's ’s obligations hereunderhereunder and the Required Lease, and Guarantor has full power and authority to perform Guarantor’s obligations under the Guaranty and Environmental indemnity Agreement; (ii) the Loan Documents and Required Lease have been duly authorized, executed and delivered by Borrower and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' ’ rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, leaseLease, bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, design professional and real estate agents' ’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) Original or a copy of each proposed Construction ContractContract for any Improvements then under construction. (8) Original or a copy of each Construction Management Agreement for any Improvements then under construction. (9) Original or a copy of each fully executed Design Services ContractContract for any Improvements then under construction. (910) Waiver of lien or lien subordination agreement(s) for the prior month's draw request ’s Draw Request executed by each Contractor and by each contractorsubcontractor, laborer and suppliers furnishing labor or materials to Contractor or subcontractor for the Mortgaged Property, in a form acceptable to Lender, together with Borrower's ’s affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements Mortgaged Property have been paid in full. (1011) A copy of the Plans and Specifications for the Phase I ImprovementsImprovements then under construction. (1112) Site Development Permit(s), Building permit(s) (if applicable), grading permit(s) (if applicable) and all other permits required with respect to the construction of the Phase I or Phase II ImprovementsImprovements prior to construction of work requiring the same; accordingly, it is not a requirement for an Advance to have a permit that is not then required for the construction of Improvements then in progress. (1213) Evidence that all applicable zoning ordinances (if applicable) and all restrictive covenants affecting the Land permit the use for which the Phase I Required Lease and Phase II the Improvements are intended and have been or will be complied with. (1314) Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) A current financial statement of Guarantor certified by said Guarantor. (16) A Guaranty and Environmental Indemnity Agreement executed by the Guarantor. (17) A schedule of construction progress for the Phase I Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. (18) Copies of all agreements entered into by Borrower or its operating partner pertaining to the development, construction and completion of the Improvements or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for the same. (19) Environmental site assessment report with respect to the Mortgaged Property prepared by a firm of engineers approved by Lender, which report shall be satisfactory in form and substance to Lender, certifying that there is no evidence that any Hazardous Substance have been generated, treated, stored or disposed of on any of the Mortgaged Property and none exists on, under or at the Mortgaged Property. (20) A soils and geological report covering the Land issued by a laboratory approved by Lender, which report shall be satisfactory in form and substance to Lender, and shall include a summary of soils test borings. (21) A form of lease to be used in the Improvements approved by Lender (the “Approved Lease Form”). All material changes and amendments to the Approved Lease Form must be approved by Lender. (22) The fully executed Required Lease and subordination, non-disturbance and attornment agreement in form and substance acceptable to Lender. (23) Such other instruments, evidence or certificates as Lender may reasonably request. (j) Lender shall have ordered and received, at Borrower’s expense, an Appraisal of the Mortgaged Property, prepared by an appraiser acceptable to Lender and presented and based upon such standards as may be required by Lender. (k) Lender shall have received payment of the Commitment Fee. (l) Borrower shall have furnished evidence to Lender that it has contributed Borrower’s Equity, and which equity shall be used to pay for project costs in accordance with the Budget prior to any Advances under this Agreement. (m) Lender’s shall have received and approved the plan and cost review related to the construction of the Improvements.

Conditions to Initial Advance. The obligation of Lender to make the Initial Advance hereunder and the first Advance after the closing of the Loan is subject to the prior or simultaneous occurrence of each of the following conditions: (a) a. Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor. (b) b. Lender shall have received certified copies of resolutions of Borrowereach Loan Party, if Borrower such Loan Party is a corporationcorporation or limited liability company, or a certified copy of a consent of partners, if Borrower such Loan Party is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunderhereunder and any guaranties executed in connection with the Loan, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (c) c. Lender shall have received true copies of all organization documents of Borrowereach Loan Party, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (d) d. Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) e. Lender shall have received evidence of compliance with all Governmental Requirements. (f) f. Lender shall have received a full-sizefull‑size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) g. Lender shall have received policies of all-risk all‑risk builder's ’s risk insurance (non-reporting non‑reporting form) during for the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I Improvements, owner's ’s and contractor's ’s liability insurance, workers' ’ compensation insurance, and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) h. Lender shall have received the Title Insurance, at the sole expense of Borrower. (i) i. Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) i. Evidence that all the streets furnishing access to the Mortgaged Property have been or will be completed and dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) ii. A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way rights‑of‑way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) iii. Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the LandLand (except as disclosed to Lender, and provided that in any event the Plans and Specifications provide that all such utilities will be available to the Land upon construction of the improvements contemplated thereby), including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) iv. Evidence that the current and proposed use of the Mortgaged Property and the construction of the Phase I Improvements complies with all Governmental Requirements. (5) v. An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to construct the Phase I Improvements and to perform Borrower's ’s obligations hereunder, and Guarantor has full power and authority to perform Guarantor’s obligations under the Guaranty and Environmental indemnity Agreement; (ii) the Loan Documents have been duly authorized, executed and delivered by Borrower and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' ’ rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) vi. A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, design professional and real estate agents' ’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) vii. Original or a copy of each proposed Construction ContractContract for any Improvements then under construction. (8) viii. Original or a copy of each Construction Management Agreement for any Improvements then under construction. ix. Original or a copy of each fully executed Design Services Contract. (9) Contract for any Improvements then under construction. x. Waiver of lien or lien subordination agreement(s) for the prior month's draw request ’s Draw Request executed by each Contractor and by each contractor, laborer and suppliers furnishing labor or materials to the Mortgaged Property, in a form acceptable to Lender, together with Borrower's ’s affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements Mortgaged Property have been paid in full. (10) xi. A copy of the Plans and Specifications for the Phase I ImprovementsImprovements then under construction. (11) xii. Site Development Permit(s), Building permit(s) (if applicable), grading permit(s) (if applicable) and all other permits required with respect to the construction of the Phase I or Phase II ImprovementsImprovements prior to construction of work requiring the same; accordingly, it is not a requirement for an Advance to have a permit that is not then required for the construction of Improvements then in progress. (12) xiii. Evidence that all applicable zoning ordinances (if applicable) and all restrictive covenants affecting the Land permit the use for which the Phase I and Phase II Improvements are intended and have been or will be complied with. (13) xiv. Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) xv. A current financial statement of Guarantor certified by said Guarantor. (16) xvi. A Guaranty and Environmental Indemnity Agreement executed by the Guarantor. (17) xvii. A schedule of construction progress for the Phase I Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. xviii. Copies of all agreements entered into by Borrower or its operating partner pertaining to the development, construction and completion of the Improvements or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for the same. xix. Environmental site assessment report with respect to the Mortgaged Property prepared by a firm of engineers approved by Lender, which report shall be satisfactory in form and substance to Lender, certifying that there is no evidence that any Hazardous Substance have been generated, treated, stored or disposed of on any of the Mortgaged Property and none exists on, under or at the Mortgaged Property. xx. A soils and geological report covering the Land issued by a laboratory approved by Lender, which report shall be satisfactory in form and substance to Lender, and shall include a summary of soils test borings. xxi. Such other instruments, evidence or certificates as Lender may reasonably request. j. Lender shall have ordered and received, at Borrower’s expense, an Appraisal of the Mortgaged Property, prepared by an appraiser acceptable to Lender and presented and based upon such standards as may be required by Lender. k. Lender shall have received payment of the Commitment Fee. l. Borrower shall have furnished evidence to Lender that it has contributed cash equity and/or the Land (at a value as shown on the Budget ($7,466,033)) of an amount of not less than $9,986,102.00 in the aggregate, which amount shall be used to pay for project costs in accordance with the Budget.

Conditions to Initial Advance. The obligation of Lender to make the Initial Advance hereunder and the first Advance after the closing of the Loan is subject to the prior or simultaneous occurrence of each of the following conditions: (a) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor. (b) Lender shall have received certified copies of resolutions of Borrowereach Loan Party, if Borrower such Loan Party is a corporationcorporation or limited liability company, or a certified copy of a consent of partners, if Borrower such Loan Party is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunderhereunder and any guaranties executed in connection with the Loan, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (c) Lender shall have received true copies of all organization documents Organization Documents of Borrowereach Loan Party, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence of compliance with all Governmental Requirements. (f) Lender shall have received a full-size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received policies of all-risk builder's ’s risk insurance (non-reporting form) during for the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I II Improvements, owner's ’s and contractor's ’s liability insurance, workers' ’ compensation insurance, and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) Lender shall have received the Title Insurance, at the sole expense of Borrower. (i) Lender shall have received from Borrower such other instruments, CONSTRUCTION LOAN AGREEMENT – Page 21 evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the streets furnishing access to the Mortgaged Property have been or will be completed and dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the LandLand (except as disclosed to Lender, and provided that in any event the Plans and Specifications provide that all such utilities will be available to the Land upon construction of the improvements contemplated thereby), including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Mortgaged Property and the construction of the Phase I II Improvements complies with all Governmental Requirements. (5) An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to construct the Phase I II Improvements and to perform Borrower's ’s obligations hereunder, and Guarantor has full power and authority to perform Guarantor’s obligations under the Guaranty and Environmental indemnity Agreement; (ii) the Loan Documents have been duly authorized, executed and delivered by Borrower and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' ’ rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, design professional and real estate agents' ’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I II Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) Original or a copy of each proposed Construction ContractContract for any Phase II Improvements then under construction. (8) Original or a copy of each Construction Management Agreement for any Phase II Improvements then under construction. (9) Original or a copy of each fully executed Design Services ContractContract for any Phase II Improvements then under construction. (910) Waiver of lien or lien subordination agreement(s) for the prior month's draw request ’s Draw Request executed by each Contractor and by each contractor, laborer and suppliers furnishing labor or materials to the Mortgaged Property, in a form acceptable to Lender, together with Borrower's ’s affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements Mortgaged Property have been paid in full. (1011) A copy of the Plans and Specifications for the Phase I ImprovementsII Improvements then under construction. (1112) Site Development Permit(s), Building permit(s) (if applicable), grading permit(s) (if applicable) and all other permits required with respect to the construction of the Phase I or II Improvements prior to construction of work requiring the same; accordingly, it is not a requirement for an Advance to have a permit that is not then required for the construction of Phase II ImprovementsImprovements then in progress. (1213) Evidence that all applicable zoning ordinances (if applicable) and all restrictive covenants affecting the Land permit the use for which the Phase I and Phase II Improvements are intended and have been or will be complied with. (1314) Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) A current financial statement of Guarantor certified by said Guarantor. (16) A Guaranty and Environmental Indemnity Agreement executed by the Guarantor. (17) A schedule of construction progress for the Phase I II Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. (18) Copies of all agreements entered into by Borrower or its operating partner pertaining to the development, construction and completion of the Phase II Improvements or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for the same. (19) Environmental site assessment report with respect to the Mortgaged Property prepared by a firm of engineers approved by Lender, which report shall be satisfactory in form and substance to Lender, certifying that there is no evidence that any Hazardous Substance have been generated, treated, stored or disposed of on any of the Mortgaged Property and none exists on, under or at the Mortgaged Property. (20) A soils and geological report covering the Land issued by a laboratory approved by Lender, which report shall be satisfactory in form and substance to Lender, and shall include a summary of soils test borings. (21) Such other instruments, evidence or certificates as Lender may reasonably request. (j) Lender shall have ordered and received, at Borrower’s expense, an Appraisal of the Mortgaged Property, prepared by an appraiser acceptable to Lender and presented and based upon such standards as may be required by Lender. (k) Lender shall have received payment of the Commitment Fee. (l) Borrower shall have furnished evidence to Lender that it has contributed cash equity and the Land (at a value of $3,949,033 of the Phase I Land and $3,517,000 for the Phase II Land) of not less than $22,753,976 in the aggregate, which amount consists of (i) equity for Phase I of $7,239,976 and (ii) equity for Phase II of $15,514,000 (which also includes deferred developer fees of $1,471,000), and which equity shall be used to pay for project costs in accordance with the Budget prior to any Advances under this Agreement. The deferred developer’s fee referenced in the preceding sentence shall not be paid from any proceeds of the Loan or any other sources so long as any of the Indebtedness remains outstanding and unpaid. (m) Lender’s shall have received and approved the plan and cost review related to the construction of the Phase II Improvements.

Conditions to Initial Advance. The obligation of Lender to make the Initial Advance hereunder and the first Advance after the closing of the Loan is subject to the prior or simultaneous occurrence of each of the following conditions: (a) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor. (b) Lender shall have received certified copies of resolutions of Borrowereach Loan Party, if Borrower such Loan Party is a corporationcorporation or limited liability company, or a certified copy of a consent of partners, if Borrower such Loan Party is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunderhereunder and any guaranties executed in connection with the Loan, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (c) Lender shall have received true copies of all organization documents Organization Documents of Borrowereach Loan Party, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence of compliance with all Governmental Requirements. (f) Lender shall have received a full-size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received policies of all-risk builder's ’s risk insurance (non-reporting form) during for the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I II Improvements, owner's ’s and contractor's ’s liability insurance, workers' ’ compensation insurance, and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) Lender shall have received the Title Insurance, at the sole expense of Borrower. (i) Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the streets furnishing access to the Mortgaged Property have been or will be completed and dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the LandLand (except as disclosed to Lender, and provided that in any event the Plans and Specifications provide that all such utilities will be available to the Land upon construction of the improvements contemplated thereby), including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Mortgaged Property and the construction of the Phase I II Improvements complies with all Governmental Requirements. (5) An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to construct the Phase I II Improvements and to perform Borrower's ’s obligations hereunder, and Guarantor has full power and authority to perform Guarantor’s obligations under the Guaranty and Environmental indemnity Agreement; (ii) the Loan Documents have been duly authorized, executed and delivered by Borrower and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' ’ rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction items as interest during construction, commitment, legal, design professional and real estate agents' ’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I II Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) Original or a copy of each proposed Construction ContractContract for any Phase II Improvements then under construction. (8) Original or a copy of each Construction Management Agreement for any Phase II Improvements then under construction. (9) Original or a copy of each fully executed Design Services ContractContract for any Phase II Improvements then under construction. (910) Waiver of lien or lien subordination agreement(s) for the prior month's draw request ’s Draw Request executed by each Contractor and by each contractor, laborer and suppliers furnishing labor or materials to the Mortgaged Property, in a form acceptable to Lender, together with Borrower's ’s affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements Mortgaged Property have been paid in full. (1011) A copy of the Plans and Specifications for the Phase I ImprovementsII Improvements then under construction. (1112) Site Development Permit(s), Building permit(s) (if applicable), grading permit(s) (if applicable) and all other permits required with respect to the construction of the Phase I or II Improvements prior to construction of work requiring the same; accordingly, it is not a requirement for an Advance to have a permit that is not then required for the construction of Phase II ImprovementsImprovements then in progress. (1213) Evidence that all applicable zoning ordinances (if applicable) and all restrictive covenants affecting the Land permit the use for which the Phase I and Phase II Improvements are intended and have been or will be complied with. (1314) Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) A current financial statement of Guarantor certified by said Guarantor. (16) A Guaranty and Environmental Indemnity Agreement executed by the Guarantor. (17) A schedule of construction progress for the Phase I II Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. (18) Copies of all agreements entered into by Borrower or its operating partner pertaining to the development, construction and completion of the Phase II Improvements or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for the same. (19) Environmental site assessment report with respect to the Mortgaged Property prepared by a firm of engineers approved by Lender, which report shall be satisfactory in form and substance to Lender, certifying that there is no evidence that any Hazardous Substance have been generated, treated, stored or disposed of on any of the Mortgaged Property and none exists on, under or at the Mortgaged Property. (20) A soils and geological report covering the Land issued by a laboratory approved by Lender, which report shall be satisfactory in form and substance to Lender, and shall include a summary of soils test borings. (21) Such other instruments, evidence or certificates as Lender may reasonably request. (j) Lender shall have ordered and received, at Borrower’s expense, an Appraisal of the Mortgaged Property, prepared by an appraiser acceptable to Lender and presented and based upon such standards as may be required by Lender. (k) Lender shall have received payment of the Commitment Fee. (l) Borrower shall have furnished evidence to Lender that it has contributed cash equity and the Land (at a value of $3,949,033 of the Phase I Land and $3,517,000 for the Phase II Land) of not less than $22,753,976 in the aggregate, which amount consists of (i) equity for Phase I of $7,239,976 and (ii) equity for Phase II of $15,514,000 (which also includes deferred developer fees of $1,471,000), and which equity shall be used to pay for project costs in accordance with the Budget prior to any Advances under this Agreement. The deferred developer’s fee referenced in the preceding sentence shall not be paid from any proceeds of the Loan or any other sources so long as any of the Indebtedness remains outstanding and unpaid. (m) Lender’s shall have received and approved the plan and cost review related to the construction of the Phase II Improvements.

Conditions to Initial Advance. The obligation of Lender to make the Initial Advance hereunder and the first Advance after the closing of the Loan is subject to the prior or simultaneous occurrence of each of the following conditions: (a) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower Xxxxxxxx and, if applicable, by Guarantor. (b) Lender shall have received certified copies of resolutions of Borrowereach Loan Party, if Borrower such Loan Party is a corporationcorporation or limited liability company, or a certified copy of a consent of partners, if Borrower such Loan Party is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunderhereunder and any guaranties executed in connection with the Loan, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (c) Lender shall have received true copies of all organization documents Organization Documents of Borrowereach Loan Party, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property on such terms and in such amounts as required under Flood Laws, and in any event, in a minimum equal to the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence of compliance with all Governmental RequirementsRequirements to the extent required for commencement of construction. (f) Lender shall have received a full-size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received policies of all-risk builder's ’s risk insurance (non-reporting form) during for the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I Improvements, owner's ’s and contractor's ’s liability insurance, workers' ’ compensation insurance, insurance and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) Lender shall have received an irrevocable commitment for the issuance of the Title Insurance, at the sole expense of BorrowerXxxxxxxx. (i) Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the public streets furnishing access to the Mortgaged Property have been or will be completed and dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the LandLand for the construction and operation of the Mortgaged Property (except as disclosed to Lender, and provided that in any event the Plans and Specifications provide that all such utilities will be available to the Land upon construction of the Improvements contemplated thereby), including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Mortgaged Property and the contemplated construction of the Phase I Improvements complies with all Governmental Requirements. (5) An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to construct the Phase I Improvements and to perform Borrower's ’s obligations hereunder, and Guarantor has full power and authority to perform Guarantor’s obligations under the Guaranty and Environmental Indemnity Agreement; (ii) the Loan Documents have been duly authorized, executed and delivered by Borrower Xxxxxxxx and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' ’ rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, leaseLease, bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which BorrowerXxxxxxxx, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction non-construction items as interest during construction, commitment, legal, design professional and real estate agents' ’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) Original or a copy of each proposed Construction Contract. (8) Original or a copy of each Construction Management Agreement. (9) Original or a copy of each fully executed Design Services Contract. (910) Waiver of lien or lien subordination agreement(s) for the prior month's draw request ’s Draw Request executed by each Contractor and by each contractorsubcontractor, laborer and suppliers furnishing labor or materials to Contractor or subcontractor for the Mortgaged Property, in a form acceptable to Lender, together with Borrower's Xxxxxxxx’s affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements Mortgaged Property have been paid in full. (1011) A copy of the Plans and Specifications for the Phase I ImprovementsImprovements then under construction. (1112) Building Site development permit(s), building permit(s) (if applicable), grading permit(s) (if applicable) and all other permits required with respect to the construction of the Phase I or Phase II ImprovementsImprovements prior to construction of work requiring the same; accordingly, it is not a requirement for an Advance to have a permit that is not then required for the construction of Improvements then in progress. (1213) Evidence that all applicable zoning ordinances (if applicable) and all restrictive covenants affecting the Land permit the use for which the Phase I and Phase II Improvements are intended and have been or will be complied with. (1314) Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) A current financial statement of Guarantor certified by said Guarantor. (16) A Guaranty executed by the GuarantorXxxxxxxxx and an Environmental Indemnity Agreement executed by Guarantor and Xxxxxxxx. (17) A schedule of construction progress for the Phase I Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. (18) Copies of all agreements entered into by Borrower or its operating partner pertaining to the development, construction and completion of the Improvements or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for the same. (19) Environmental site assessment report with respect to the Mortgaged Property prepared by a firm of engineers approved by Xxxxxx, which report shall be satisfactory in form and substance to Lender, certifying that there is no evidence that any Hazardous Substance have been generated, treated, stored or disposed of on any of the Mortgaged Property and none exists on, under or at the Mortgaged Property. (20) A soils and geological report covering the Land issued by a laboratory approved by Lender, which report shall be satisfactory in form and substance to Lender, and shall include a summary of soils test borings.

Conditions to Initial Advance. The obligation of Lender to make the Initial Advance hereunder and the first Advance after the closing of the Loan is subject to the prior or simultaneous occurrence of each of the following conditions: (a) Lender shall have received from Borrower all of the Loan Documents duly executed by Borrower and, if applicable, by Guarantor. (b) Lender shall have received certified copies of resolutions of Borrowereach Loan Party, if Borrower such Loan Party is a corporationcorporation or limited liability company, or a certified copy of a consent of partners, if Borrower such Loan Party is a partnership, authorizing execution, delivery and performance of all of the Loan Documents and authorizing the borrowing hereunderhereunder and any guaranties executed in connection with the Loan, along with such certificates of existence, certificates of good standing and other certificates or documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (c) Lender shall have received true copies of all organization documents Organization Documents of Borrowereach Loan Party, including all amendments or supplements thereto, if Borrower is a legal entity other than a corporation, along with such certificates or other documents as Lender may reasonably require to evidence Borrower's such Loan Party’s authority. (d) Lender shall have received evidence that the Mortgaged Property is not located within any designated flood plain or special flood hazard area; or evidence that Borrower has applied for and received flood insurance covering the Mortgaged Property in the amount of the Loan or the maximum coverage available to Lender. (e) Lender shall have received evidence of compliance with all Governmental Requirements. (f) Lender shall have received a full-size, single sheet copy of all recorded subdivision or plat maps of the Land approved (to the extent required by Governmental Requirements) by all Governmental Authorities, if applicable, and legible copies of all instruments representing exceptions to the state of title to the Mortgaged Property. (g) Lender shall have received policies of all-risk builder's ’s risk insurance (non-reporting form) during for the construction of the Phase I Improvements and all-risk insurance after construction of the Phase I Improvements, owner's ’s and contractor's ’s liability insurance, workers' ’ compensation insurance, insurance and such other insurance as Lender may reasonably require, with standard endorsements attached naming Lender as the insured mortgagee or additional insured, whichever is applicable, such policies to be in form and content and issued by companies reasonably satisfactory to Lender, with copies, or certificates thereof, being delivered to Lender. (h) Lender shall have received an irrevocable commitment for the issuance of the Title Insurance, at the sole expense of Borrower. (i) Lender shall have received from Borrower such other instruments, evidence and certificates as Lender may reasonably require, including the items indicated below: (1) Evidence that all the streets furnishing access to the Mortgaged Property have been or will be completed and dedicated to public use and installed and accepted by applicable Governmental Authorities. (2) A current survey of the Land prepared by a registered surveyor or engineer and certified to Lender, Borrower and the Title Company, in form and substance reasonably acceptable to Lender, showing all easements, building or setback lines, rights-of-way and dedications affecting said land and showing no state of facts objectionable to Lender. (3) Evidence reasonably satisfactory to Lender showing the availability of all necessary utilities at the boundary lines of the LandLand for the construction and operation of the Mortgaged Property (except as disclosed to Lender, and provided that in any event the Plans and Specifications provide that all such utilities will be available to the Land upon construction of the Improvements contemplated thereby), including sanitary and storm sewer facilities, potable water, telephone, electricity, gas, and municipal services. (4) Evidence that the current and proposed use of the Mortgaged Property and the contemplated construction of the Phase I Improvements complies with all Governmental Requirements. (5) An opinion of counsel for Borrower, which counsel shall be satisfactory to Lender, to the effect that (i) Borrower possesses full power and authority to own the Mortgaged Property, to construct the Phase I Improvements and to perform Borrower's ’s obligations hereunder, and Guarantor has full power and authority to perform Guarantor’s obligations under the Guaranty and Environmental Indemnity Agreement; (ii) the Loan Documents have been duly authorized, executed and delivered by Borrower and, where required, by Guarantor, and constitute the valid and binding obligations of Borrower and Guarantor, not subject to any defense based upon usury, capacity of Borrower or otherwise; (iii) the Loan Documents are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency and other laws affecting creditors' ’ rights generally, and except that certain remedial provisions thereof may be limited by the laws of the State of Texas; (iv) to the knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against or affecting Borrower, Guarantor or the Mortgaged Property, or involving the priority, validity or enforceability of the liens or security interests arising out of the Loan Documents, at law or in equity, or before or by any Governmental Authority, except actions, suits or proceedings fully covered by insurance or which, if adversely determined, would not substantially impair the ability of Borrower or Guarantor to pay when due any amounts which may become payable in respect to the Loan as represented by the Note; (v) to the knowledge of such counsel, neither Borrower nor Guarantor is in default with respect to any order, writ, injunction, decree or demand of any court or any Governmental Authority of which such counsel has knowledge; (vi) to the knowledge of such counsel, the consummation of the transactions hereby contemplated and the performance of this Agreement and the execution and delivery of the Guaranty will not violate or contravene any provision of any instrument creating or governing the business operations of Borrower or Guarantor and will not result in any breach of, or constitute a default under, any mortgage, deed of trust, leaseLease, CONSTRUCTION LOAN AGREEMENT – Page 20 bank loan or credit agreement or other instrument to which Borrower or any Guarantor is a party or by which Borrower, Guarantor or the Mortgaged Property may be bound or affected; and (vii) such other matters as Lender may reasonably request. (6) A cost breakdown satisfactory to Lender showing the total costs, including, but not limited to, such related nonconstruction non-construction items as interest during construction, commitment, legal, design professional and real estate agents' ’ fees, plus the amount of the Land cost and direct construction costs required to be paid to satisfactorily complete the Phase I Improvements, free and clear of liens or claims for liens for material supplied and for labor services performed. (7) Original or a copy of each proposed Construction ContractContract for any Improvements then under construction. (8) Original or a copy of each Construction Management Agreement for any Improvements then under construction. (9) Original or a copy of each fully executed Design Services ContractContract for any Improvements then under construction. (910) Waiver of lien or lien subordination agreement(s) for the prior month's draw request ’s Draw Request executed by each Contractor and by each contractorsubcontractor, laborer and suppliers furnishing labor or materials to Contractor or subcontractor for the Mortgaged Property, in a form acceptable to Lender, together with Borrower's ’s affidavit to Lender that all changes and expenses incurred to date for either the Phase I Improvements or the Phase II Improvements Mortgaged Property have been paid in full. (1011) A copy of the Plans and Specifications for the Phase I ImprovementsImprovements then under construction. (1112) Site Development Permit(s), Building permit(s) (if applicable), grading permit(s) (if applicable) and all other permits required with respect to the construction of the Phase I or Phase II ImprovementsImprovements prior to construction of work requiring the same; accordingly, it is not a requirement for an Advance to have a permit that is not then required for the construction of Improvements then in progress. (1213) Evidence that all applicable zoning ordinances (if applicable) and all restrictive covenants affecting the Land permit the use for which the Phase I and Phase II Improvements are intended and have been or will be complied with. (1314) Evidence of payment of required sums for insurance, taxes, expenses, charges and fees customarily required or recommended by Lender or any Governmental Authority, corporation, or person guaranteeing, insuring or purchasing, committing to guaranty, insure, purchase or refinance the Loan or any portion thereof. (14) A current financial statement of Borrower certified by a duly authorized representative of Borrower. (15) A current financial statement of Guarantor certified by said Guarantor. (16) A Guaranty executed by the GuarantorGuarantor and an Environmental Indemnity CONSTRUCTION LOAN AGREEMENT – Page 21 Agreement executed by Guarantor and Borrower. (17) A schedule of construction progress for the Phase I Improvements with the anticipated commencement and completion dates of each phase of construction and the anticipated date and amounts of each Advance for the same. (18) Copies of all agreements entered into by Borrower or its operating partner pertaining to the development, construction and completion of the Improvements or pertaining to materials to be used in connection therewith, together with a schedule of anticipated dates and amounts of each Advance for the same. (19) Environmental site assessment report with respect to the Mortgaged Property prepared by a firm of engineers approved by Lender, which report shall be satisfactory in form and substance to Lender, certifying that there is no evidence that any Hazardous Substance have been generated, treated, stored or disposed of on any of the Mortgaged Property and none exists on, under or at the Mortgaged Property. (20) A soils and geological report covering the Land issued by a laboratory approved by Lender, which report shall be satisfactory in form and substance to Lender, and shall include a summary of soils test borings. (21) The Approved Lease Form (defined below). All material changes and amendments to the Approved Lease Form must be approved by Lender. (22) Borrower shall have opened its primary operating account for the Mortgaged Property with Lender. (23) Such other instruments, evidence or certificates as Lender may reasonably request. (j) Lender shall have ordered and received, at Borrower’s expense, an Appraisal of the Mortgaged Property, prepared by an appraiser acceptable to Lender and presented and based upon such standards as may be required by Lender. (k) Lender shall have received payment of the Commitment Fee. (l) Borrower shall have furnished evidence to Lender that it has contributed Borrower’s Equity, and which equity shall be used to pay for project costs in accordance with the Budget prior to any Advances under this Agreement. (m) Lender’s shall have received and approved the plan and cost review related to the construction of the Improvements.