Common use of Initial Funding Conditions Clause in Contracts

Initial Funding Conditions. The Lender shall not be required to advance any funds prior to the Borrower having fulfilled to the Lender's satisfaction the following conditions: a) All the security including, without limitation, the mortgage and ancillary loan agreements and documents and opinions contemplated by Section III of this Commitment (the “Security”) shall have been executed and delivered to the Lender or its solicitors and registered where and as required. b) The Lender shall have satisfied itself with the financial performance and condition of the Borrower and each of the Guarantors in the Lender’s sole discretion. Each of the Borrowers and Guarantors shall provide within five business days of the date of execution of this Commitment, at a minimum, financial statements for its two most recently ended fiscal years. To facilitate the Lender's due diligence regarding the creditworthiness of the Borrower and each of the Guarantors, each of the Guarantors and the Borrower shall authorize the Lender to conduct credit checks and each of the financial institutions with which the Borrower and the respective Guarantors deal to release any and all information reasonably required and requested by the Lender to adequately assess the credit worthiness of each respectively. c) The Borrower shall deliver to the Lender within five business days of the acceptance of this Commitment for the Lender's satisfactory review and acceptance the following: i. A soils test report (load bearing capacity) by a professional engineer as is acceptable to the Lender demonstrating to the satisfaction of the Lender that the proposed construction and site improvements of the Project are feasible under existing soil conditions, together with evidence that the construction specifications for the Project provide for construction in compliance with such conditions and with the recommendations, if any, which may be contained in such soils test report. ii. An appraisal, satisfactory to the Lender, of the Project confirming a “as is” fair market value of lots 7 and 8 of no less than $2,264,907 and an “as completed” fair market value of $2,832,800 inclusive of HST, to be prepared at the Borrower's expense and paid in advance by a Lender approved appraiser. Such appraisal report must be addressed to the Lender or be accompanied by a Transmittal Letter from the appraiser to the Lender and shall confirm that the Lender can rely upon such appraisal for lending purposes. iii. The Borrower shall have pre‐sold the Project’s lots 7 and 8, with firm and binding purchase and sale agreements including satisfactory deposits, sufficient to generate $2,832,800 of revenue. Each purchase and sale agreement shall be on terms and with purchasers acceptable to the Lender. The Lender reserves the right to disregard agreements with purchasers buying for investment or who are directly or indirectly related to the Borrower or Guarantors. All purchaser deposits shall have been paid in full and held in a separate escrow account for the sole benefit of the Project. iv. A preliminary Project Budget satisfactory to the Lender prepared at the expense of the Borrower by the Lender's quantity surveyors. v. Satisfactory Phase 1 Environmental Site Assessment Report (and Phase 2 Report if necessary) conducted and prepared by a consultant approved by the Lender together with a Letter of Transmittal from the consultant permitting the Lender to rely on the Assessment Report. vi. A survey of the Project by an Ontario licensed land surveyor showing the relationship of the lands to public thoroughfares for access purposes; and indicating no encroachments, easements or rights of way, save and except those that do not encroach or hinder the Borrower’s ability to construct the project in accordance with the proposed site plan which the Lender may specifically accept. If no survey is available at the time of the advance the Lender in its sole discretion may rely upon the title insurance policy to be obtained in connection with the financing. vii. Mortgage Statement from all of the current mortgage holders, if any, confirming the outstanding principal and accrued (if applicable) balance of each respective mortgage. viii. Receipt of an executed copy of each current mortgage commitment. ix. MZG or a related party may post two MZG signs (on each main street). x. An approved construction budget prepared by the Lender's quantity surveyor satisfactory to the Lender. The Lender and its quantity surveyor, in their sole discretion, shall be satisfied: a) that the budgeted hard and soft costs (including financing costs) shall be sufficient to complete the Project as planned; b) all sources and uses of cash are acceptable; c) the terms of the contract with the general contractor/project manager are satisfactory. A minimum of 75% of Project construction costs shall be supported by binding fixed price material supply and construction contracts satisfactory in all respects to the Lender. xi. A detailed project construction schedule outlining the time to complete the various construction stages and phases of the Project, acceptable to the Lender. xii. Copy of the most recent Disclosure Statement and attachments as required by the Condominium Act, 1998 to be provided to prospective unit purchasers xiii. The Borrower’s Tarion Warranty application and confirmation a Tarion Warranty certificate for the Project will be issued within 30 days of posting the required security deposit. d) The loan to value ratio, as determined in the Lender's sole discretion, shall not be greater than 90%. i. Loan to Value shall be calculated by Appraised Value per lot as per the appraisal. In the case of Unsold Lots, Loan to Value shall be calculated as per the methodology used by the Appraisal. For a home under construction the Appraised Value shall be the Selling Price (builder contract plus land Contract) less the Cost to Complete as per the methodology used by the Appraisal. e) Confirmation satisfactory to the Lender that all property taxes are current. f) Officers’ Certificate in the form provided in the Lender’s standard form documents. g) Anti‐Money Laundering Compliance documentation to be completed; Agent Examination of Identification Form will be provided to the Borrower’s lawyer with the closing documents. (to be completed by the Borrower and each Guarantor , the identification of all authorized signatories as outlined on the Director’s Resolution, to a maximum of three must be obtained). h) Such other matters as the Lender may deem appropriate and necessary to satisfy itself of the Project's viability, the Borrower’s creditworthiness and the ability of the Borrower and Guarantors to fulfil their obligations herein.

Initial Funding Conditions. The Lender shall not be required to advance any funds prior to the Borrower having fulfilled to the Lender's satisfaction the following conditions: a) All the security including, without limitation, the mortgage Security and ancillary loan agreements and documents and opinions contemplated by Section III of this Commitment (the “Security”) shall have been executed and delivered to the Lender or its solicitors and registered where and as required. b) The Lender shall have satisfied itself with the financial performance and condition of the Borrower and each of the Guarantors in the Lender’s sole discretion. Each of the Borrowers and Guarantors shall provide within five business days of the date of execution of this Commitment, at a minimum, financial statements for its two most recently ended fiscal years. To facilitate the Lender's due diligence regarding the creditworthiness of the Borrower and each of the Guarantors, each of the Guarantors and the Borrower shall authorize the Lender to conduct credit checks and each of the financial institutions with which the Borrower and the respective Guarantors deal to release any and all information reasonably required and requested by the Lender to adequately assess the credit worthiness of each respectively. Each of the individual Guarantors shall complete the Lender’s form of Personal Net Worth Statement. c) The Borrower shall deliver to the Lender within five business days of the acceptance of this Commitment for the Lender's satisfactory review and acceptance the following: i. A soils test report copy of the Purchase and Sale Agreement (load bearing capacityand any subsequent amendments or side letters related thereto) and statement of adjustments for the purchase by a professional engineer as is the Borrower of the Project Lands. The agreement of Purchase and Sale to be on terms and conditions acceptable to the Lender demonstrating to the satisfaction of the Lender that the proposed construction and site improvements of the Project are feasible under existing soil conditions, together with evidence that the construction specifications for the Project provide for construction in compliance with such conditions and with the recommendations, if any, which may be contained in such soils test reportLender. ii. An appraisal, satisfactory to the Lender, of the Project confirming a “as is” fair market value of lots 7 and 8 of no less than the land $2,264,907 and an “as completed” fair market value of $2,832,800 10,100,000 inclusive of HST, HST to be prepared at the Borrower's expense and paid in advance by a Lender approved appraiser. Such appraisal report must be addressed to the Lender or be accompanied by a Transmittal Letter from the appraiser to the Lender and shall confirm that the Lender can rely upon such appraisal for lending purposes. iii. The Borrower shall have pre‐sold the Project’s lots 7 and 8, with firm and binding purchase and sale agreements including satisfactory deposits, sufficient to generate $2,832,800 of revenue. Each purchase and sale agreement shall be on terms and with purchasers acceptable to the Lender. The Lender reserves the right to disregard agreements with purchasers buying for investment or who are directly or indirectly related to the Borrower or Guarantors. All purchaser deposits shall have been paid in full and held in a separate escrow account for the sole benefit of the Project. iv. A preliminary Project Budget satisfactory to the Lender prepared at the expense of the Borrower by the Lender's quantity surveyors. v. Satisfactory Phase 1 Environmental Site Assessment Report (and Phase 2 Report if necessary) conducted and prepared by a consultant approved by the Lender together with a Letter of Transmittal from the consultant permitting the Lender to rely on the Assessment Report. viiv. Each of the individual Guarantors shall have provided Notices of Assessment received from the CRA with respect to their respective income tax filings for the two most recently ended taxation years. v. A survey of the Project by an Ontario licensed land surveyor showing the relationship of the lands to public thoroughfares for access purposes; and indicating no encroachments, easements or rights of way, save and except those that do not encroach or hinder the Borrower’s ability to construct the project in accordance with the proposed site plan which the Lender may specifically accept. If no survey is available at the time of the advance the Lender in its it’s sole discretion may rely upon the title insurance policy to be obtained in connection with the financing. viivi. Mortgage Statement from all of the current mortgage holders, if any, confirming the outstanding principal and accrued (if applicable) balance of each respective mortgage. viii. Receipt of an executed copy of each current mortgage commitment. ix. MZG The Lender or a related party may post two MZG signs (on each main street). x. An approved construction budget prepared by the Lender's quantity surveyor satisfactory to the Lender. The Lender and its quantity surveyor, in their sole discretion, shall be satisfied: a) that the budgeted hard and soft costs (including financing costs) shall be sufficient to complete the Project as planned; b) all sources and uses of cash are acceptable; c) the terms of the contract with the general contractor/project manager are satisfactory. A minimum of 75% of Project construction costs shall be supported by binding fixed price material supply and construction contracts satisfactory in all respects to the Lender. xi. A detailed project construction schedule outlining the time to complete the various construction stages and phases of the Project, acceptable to the Lender. xii. Copy of the most recent Disclosure Statement and attachments as required by the Condominium Act, 1998 to be provided to prospective unit purchasers xiiivii. The Borrower’s Tarion Warranty application and confirmation a Tarion Warranty certificate for the Project will be issued within 30 days of posting the required security deposit. d) The loan to value ratio, as determined in the Lender's ’s sole discretion, shall not be greater than 9095%. i. Loan to Value shall be calculated by Appraised Value per lot as per the appraisal. In the case of Unsold Lots, Loan to Value shall be calculated as per the methodology used by the Appraisal. For a home under construction the Appraised Value shall be the Selling Price (builder contract plus land Contract) less the Cost to Complete as per the methodology used by the Appraisal. e) Confirmation satisfactory to the Lender that all property taxes are current. f) Officers’ Certificate in the form provided in the Lender’s standard form documents. g) Anti‐Money Anti-Money Laundering Compliance documentation to be completed; Agent Examination of Identification Form will be provided to the Borrower’s lawyer with the closing documents. (to be completed by the Borrower and each Guarantor , the identification of all authorized signatories as outlined on the Director’s Resolution, to a maximum of three must be obtained). h) Such other matters as the Lender may deem appropriate and necessary to satisfy itself of the Project's viability, the Borrower’s creditworthiness and the ability of the Borrower and Guarantors to fulfil their obligations herein.. 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Initial Funding Conditions. The Lender shall not be required to advance any funds prior to the Borrower having fulfilled to the Lender's satisfaction the following conditions: a) All the security including, without limitation, the mortgage Security and ancillary loan agreements and documents and opinions contemplated by Section III of this Commitment (the “Security”) shall have been executed and delivered to the Lender or its solicitors and registered where and as required. b) The Lender shall have satisfied itself with the financial performance and condition of the Borrower and each of the Guarantors in the Lender’s sole discretion. Each of the Borrowers and Guarantors shall provide within five business days of the date of execution of this Commitment, at a minimum, financial statements for its two most recently ended fiscal years. To facilitate the Lender's due diligence regarding the creditworthiness of the Borrower and each of the Guarantors, each of the Guarantors and the Borrower shall authorize the Lender to conduct credit checks and each of the financial institutions with which the Borrower and the respective Guarantors deal to release any and all information reasonably required and requested by the Lender to adequately assess the credit worthiness of each respectively. Each of the individual Guarantors shall complete the Lender’s form of Personal Net Worth Statement. c) The Borrower shall deliver to the Lender within five business days of the acceptance of this Commitment for the Lender's satisfactory review and acceptance the following: i. A soils test report (load bearing capacity) by a professional engineer as is acceptable to the Lender demonstrating to the satisfaction of the Lender that the proposed construction and site improvements of the Project are feasible under existing soil conditions, together with evidence that the construction specifications for the Project provide for construction in compliance with such conditions and with the recommendations, if any, which may be contained in such soils test report. ii. An appraisal, satisfactory to the Lender, of the Project confirming a “as is” fair market value of lots 7 2‐4, 7, and 8 of no less than $2,264,907 and an “12‐14 as completed” fair market value is of $2,832,800 5,375,000 and as completed of $13,167,000 inclusive of HST, HST to be prepared at the Borrower's expense and paid in advance by a Lender approved appraiser. Such appraisal report must be addressed to the Lender or be accompanied by a Transmittal Letter from the appraiser to the Lender and shall confirm that the Lender can rely upon such appraisal for lending purposes. iii. The Borrower shall have pre‐sold the Project’s lots 7 and 8, with firm and binding purchase and sale agreements including satisfactory deposits, sufficient to generate $2,832,800 of revenue. Each purchase and sale agreement shall be on terms and with purchasers acceptable to the Lender. The Lender reserves the right to disregard agreements with purchasers buying for investment or who are directly or indirectly related to the Borrower or Guarantors. All purchaser deposits shall have been paid in full and held in a separate escrow account for the sole benefit of the Project. iv. A preliminary Project Budget satisfactory to the Lender prepared at the expense of the Borrower by the Lender's quantity surveyors. v. iv. Satisfactory Phase 1 Environmental Site Assessment Report (and Phase 2 Report if necessary) conducted and prepared by a consultant approved by the Lender together with a Letter of Transmittal from the consultant permitting the Lender to rely on the Assessment Report. vi. v. A survey of the Project by an Ontario licensed land surveyor showing the relationship of the lands to public thoroughfares for access purposes; and indicating no encroachments, easements or rights of way, save and except those that do not encroach or hinder the Borrower’s ability to construct the project in accordance with the proposed site plan which the Lender may specifically accept. If no survey is available at the time of the advance the Lender in its it’s sole discretion may rely upon the title insurance policy to be obtained in connection with the financing. viivi. Mortgage Statement from all of the current mortgage holders, if any, holders confirming the outstanding principal and accrued (if applicable) balance of each respective mortgage. viiivii. Receipt of an executed copy of each current mortgage commitment. ixviii. MZG or a related party may post two MZG signs (on each main street). x. ix. An approved construction budget prepared by the Lender's quantity surveyor satisfactory to the Lender. The Lender and its quantity surveyor, in their sole discretion, shall be satisfied: a) that That the budgeted hard and soft costs (including financing costs) shall be sufficient to complete the Project as planned; b) all All sources and uses of cash are acceptable; c) the The terms of the contract with the general contractor/project manager are satisfactory. A minimum of 75% of Project construction costs shall be supported by binding fixed price material supply and construction contracts satisfactory in all respects to the Lender. xi. x. A detailed project construction schedule outlining the time to complete the various construction stages and phases of the Project, acceptable to the Lender. xiixi. Copy of the most recent Disclosure Statement and attachments as required by the Condominium Act, 1998 to be provided to prospective unit purchasers xiiixii. The Borrower’s Tarion Warranty application and confirmation a Tarion Warranty certificate for the Project will be issued within 30 days of posting the required security deposit. d) The loan to value ratio, as determined in the Lender's sole discretion, shall not be greater than 9075%. i. Loan to Value shall be calculated by Appraised Value per lot as per the appraisal. In the case of Unsold Lots, Loan to Value shall be calculated as per the methodology used by the Appraisal. For a home under construction the Appraised Value shall be the Selling Price (builder contract plus land Contract) less the Cost to Complete as per the methodology used by the Appraisal. e) Confirmation satisfactory to the Lender that all property taxes are current. f) Officers’ Certificate in the form provided in the Lender’s standard form documents. g) Anti‐Money Laundering Compliance documentation to be completed; Agent Examination of Identification Form will be provided to the Borrower’s lawyer with the closing documents. (to be completed by the Borrower and each Guarantor , the identification of all authorized signatories as outlined on the Director’s Resolution, to a maximum of three must be obtained). h) Such other matters as the Lender may deem appropriate and necessary to satisfy itself of the Project's viability, the Borrower’s creditworthiness and the ability of the Borrower and Guarantors to fulfil their obligations herein.

Initial Funding Conditions. The Lender shall not be required to advance any funds prior to the Borrower having fulfilled to the Lender's satisfaction the following conditions: a) All the security including, without limitation, the mortgage Security and ancillary loan agreements and documents and opinions contemplated by Section III of this Commitment (the “Security”) shall have been executed and delivered to the Lender or its solicitors and registered where and as required. b) The Lender shall have satisfied itself with the financial performance and condition of the Borrower and each of the Guarantors in the Lender’s sole discretion. Each of the Borrowers and Guarantors shall provide within five business days of the date of execution of this Commitment, at a minimum, financial statements for its two most recently ended fiscal years. To facilitate the Lender's due diligence regarding the creditworthiness of the Borrower and each of the Guarantors, each of the Guarantors and the Borrower shall authorize the Lender to conduct credit checks and each of the financial institutions with which the Borrower and the respective Guarantors deal to release any and all information reasonably required and requested by the Lender to adequately assess the credit worthiness of each respectively. Each of the individual Guarantors shall complete the Lender’s form of Personal Net Worth Statement. c) The Borrower shall deliver to the Lender within five business days of the acceptance of this Commitment for the Lender's satisfactory review and acceptance the following: i. A soils test report (load bearing capacity) by a professional engineer as is acceptable to the Lender demonstrating to the satisfaction of the Lender that the proposed construction and site improvements of the Project are feasible under existing soil conditions, together with evidence that the construction specifications for the Project provide for construction in compliance with such conditions and with the recommendations, if any, which may be contained in such soils test report. ii. An appraisal, satisfactory to the Lender, of the Project confirming a “as is” fair market value of lots 7 6, 8 and 8 of no less than $2,264,907 and an “11 as completed” fair market value is of $2,832,800 4,229,938 and as completed of $5,009,744 inclusive of HST, HST to be prepared at the Borrower's expense and paid in advance by a Lender approved appraiser. Such appraisal report must be addressed to the Lender or be accompanied by a Transmittal Letter from the appraiser to the Lender and shall confirm that the Lender can rely upon such appraisal for lending purposes. iii. The Borrower shall have pre‐sold the Project’s lots 7 6, 8 and 811, with firm and binding purchase and sale agreements including satisfactory deposits, sufficient to generate $2,832,800 5,009,744 of revenue. Each purchase and sale agreement shall be on terms and with purchasers acceptable to the Lender. The Lender reserves the right to disregard agreements with purchasers buying for investment or who are directly or indirectly related to the Borrower or Guarantors. All purchaser deposits shall have been paid in full and held in a separate escrow account for the sole benefit of the Project. iv. A preliminary Project Budget satisfactory to the Lender prepared at the expense of the Borrower by the Lender's quantity surveyors. v. Satisfactory Phase 1 Environmental Site Assessment Report (and Phase 2 Report if necessary) conducted and prepared by a consultant approved by the Lender together with a Letter of Transmittal from the consultant permitting the Lender to rely on the Assessment Report. vi. A survey of the Project by an Ontario licensed land surveyor showing the relationship of the lands to public thoroughfares for access purposes; and indicating no encroachments, easements or rights of way, save and except those that do not encroach or hinder the Borrower’s ability to construct the project in accordance with the proposed site plan which the Lender may specifically accept. If no survey is available at the time of the advance the Lender in its it’s sole discretion may rely upon the title insurance policy to be obtained in connection with the financing. vii. Mortgage Statement from all of the current mortgage holders, if any, holders confirming the outstanding principal and accrued (if applicable) balance of each respective mortgage. viii. Receipt of an executed copy of each current mortgage commitment. ix. MZG or a related party may post two MZG signs (on each main street). x. An approved construction budget prepared by the Lender's quantity surveyor satisfactory to the Lender. The Lender and its quantity surveyor, in their sole discretion, shall be satisfied: a) that That the budgeted hard and soft costs (including financing costs) shall be sufficient to complete the Project as planned; b) all All sources and uses of cash are acceptable; c) the The terms of the contract with the general contractor/project manager are satisfactory. A minimum of 75% of Project construction costs shall be supported by binding fixed price material supply and construction contracts satisfactory in all respects to the Lender. xi. A detailed project construction schedule outlining the time to complete the various construction stages and phases of the Project, acceptable to the Lender. xii. Copy of the most recent Disclosure Statement and attachments as required by the Condominium Act, 1998 to be provided to prospective unit purchasers xiii. The Borrower’s Tarion Warranty application and confirmation a Tarion Warranty certificate for the Project will be issued within 30 days of posting the required security deposit. d) The loan to value ratio, as determined in the Lender's sole discretion, shall not be greater than 90%. i. Loan to Value shall be calculated by Appraised Value per lot as per the appraisal. In the case of Unsold Lots, Loan to Value shall be calculated as per the methodology used by the Appraisal. For a home under construction the Appraised Value shall be the Selling Price (builder contract plus land Contract) less the Cost to Complete as per the methodology used by the Appraisal. e) Confirmation satisfactory to the Lender that all property taxes are current. f) Officers’ Certificate in the form provided in the Lender’s standard form documents. g) Anti‐Money Laundering Compliance documentation to be completed; Agent Examination of Identification Form will be provided to the Borrower’s lawyer with the closing documents. (to be completed by the Borrower and each Guarantor , the identification of all authorized signatories as outlined on the Director’s Resolution, to a maximum of three must be obtained). h) Such other matters as the Lender may deem appropriate and necessary to satisfy itself of the Project's viability, the Borrower’s creditworthiness and the ability of the Borrower and Guarantors to fulfil their obligations herein.

Initial Funding Conditions. The Lender shall not be required to advance any funds prior to the Borrower having fulfilled to the Lender's satisfaction the following conditions: a) All the security including, without limitation, the mortgage and ancillary loan agreements and documents and opinions contemplated by Section III of this Commitment (the “Security”) shall have been executed and delivered to the Lender or its solicitors and registered where and as required. b) The Lender shall have satisfied itself with the financial performance and condition of the Borrower and each of the Guarantors in the Lender’s sole discretion. Each of the Borrowers and Guarantors shall provide within five business days of the date of execution of this Commitment, at a minimum, financial statements for its two most recently ended fiscal years. To facilitate the Lender's due diligence regarding the creditworthiness of the Borrower and each of the Guarantors, each of the Guarantors and the Borrower shall authorize the Lender to conduct credit checks and each of the financial institutions with which the Borrower and the respective Guarantors deal to release any and all information reasonably required and requested by the Lender to adequately assess the credit worthiness of each respectively. c) The Borrower shall deliver to the Lender within five business days of the acceptance of this Commitment for the Lender's satisfactory review and acceptance the following: i. A soils test report (load bearing capacity) by a professional engineer as is acceptable to the Lender demonstrating to the satisfaction of the Lender that the proposed construction and site improvements of the Project are feasible under existing soil conditions, together with evidence that the construction specifications for the Project provide for construction in compliance with such conditions and with the recommendations, if any, which may be contained in such soils test report. ii. An appraisal, satisfactory to the Lender, of the Project confirming a “as is” fair market value of lots 7 4‐6 and 8 9‐10 of no less than $2,264,907 2,975,000 and an “as completed” fair market value of $2,832,800 9,575,000 inclusive of HST, to be prepared at the Borrower's expense and paid in advance by a Lender approved appraiser. Such appraisal report must be addressed to the Lender or be accompanied by a Transmittal Letter from the appraiser to the Lender and shall confirm that the Lender can rely upon such appraisal for lending purposes. iii. The Borrower shall have pre‐sold the Project’s lots 7 and 8, with firm and binding purchase and sale agreements including satisfactory deposits, sufficient to generate $2,832,800 of revenue. Each purchase and sale agreement shall be on terms and with purchasers acceptable to the Lender. The Lender reserves the right to disregard agreements with purchasers buying for investment or who are directly or indirectly related to the Borrower or Guarantors. All purchaser deposits shall have been paid in full and held in a separate escrow account for the sole benefit of the Project. iv. A preliminary Project Budget satisfactory to the Lender prepared at the expense of the Borrower by the Lender's quantity surveyors. v. Satisfactory Phase 1 Environmental Site Assessment Report (and Phase 2 Report if necessary) conducted and prepared by a consultant approved by the Lender together with a Letter of Transmittal from the consultant permitting the Lender to rely on the Assessment Report. vi. A survey of the Project by an Ontario licensed land surveyor showing the relationship of the lands to public thoroughfares for access purposes; and indicating no encroachments, easements or rights of way, save and except those that do not encroach or hinder the Borrower’s ability to construct the project in accordance with the proposed site plan which the Lender may specifically accept. If no survey is available at the time of the advance the Lender in its sole discretion may rely upon the title insurance policy to be obtained in connection with the financing. vii. Mortgage Statement from all of the current mortgage holders, if any, confirming the outstanding principal and accrued (if applicable) balance of each respective mortgage. viii. Receipt of an executed copy of each current mortgage commitment. ix. MZG or a related party may post two MZG signs (on each main street). x. An approved construction budget prepared by the Lender's quantity surveyor satisfactory to the Lender. The Lender and its quantity surveyor, in their sole discretion, shall be satisfied: a) that the budgeted hard and soft costs (including financing costs) shall be sufficient to complete the Project as planned; b) all sources and uses of cash are acceptable; c) the terms of the contract with the general contractor/project manager are satisfactory. A minimum of 75% of Project construction costs shall be supported by binding fixed price material supply and construction contracts satisfactory in all respects to the Lender. xi. A detailed project construction schedule outlining the time to complete the various construction stages and phases of the Project, acceptable to the Lender. xii. Copy of the most recent Disclosure Statement and attachments as required by the Condominium Act, 1998 to be provided to prospective unit purchasers xiii. The Borrower’s Tarion Warranty application and confirmation a Tarion Warranty certificate for the Project will be issued within 30 days of posting the required security deposit. d) The loan to value ratio, as determined in the Lender's sole discretion, shall not be greater than 9067.5%. i. Loan to Value shall be calculated by Appraised Value per lot as per the appraisal. In the case of Unsold Lots, Loan to Value shall be calculated as per the methodology used by the Appraisal. For a home under construction the Appraised Value shall be the Selling Price (builder contract plus land Contract) less the Cost to Complete as per the methodology used by the Appraisal. e) Confirmation satisfactory to the Lender that all property taxes are current. f) Officers’ Certificate in the form provided in the Lender’s standard form documents. g) Anti‐Money Laundering Compliance documentation to be completed; Agent Examination of Identification Form will be provided to the Borrower’s lawyer with the closing documents. (to be completed by the Borrower and each Guarantor , the identification of all authorized signatories as outlined on the Director’s Resolution, to a maximum of three must be obtained). h) Such other matters as the Lender may deem appropriate and necessary to satisfy itself of the Project's viability, the Borrower’s creditworthiness and the ability of the Borrower and Guarantors to fulfil their obligations herein.

Initial Funding Conditions. The Lender shall not be required to advance any funds prior to the Borrower having fulfilled to the Lender's satisfaction the following conditions: a) All the security including, without limitation, the mortgage Security and ancillary loan agreements and documents and opinions contemplated by Section III of this Commitment (the “Security”) shall have been executed and delivered to the Lender or its solicitors and registered where and as required. b) The Lender shall have satisfied itself with the financial performance and condition of the Borrower and each of the Guarantors in the Lender’s sole discretion. Each of the Borrowers and Guarantors shall provide within five business days of the date of execution of this Commitment, at a minimum, financial statements for its two most recently ended fiscal years. To facilitate the Lender's due diligence regarding the creditworthiness of the Borrower and each of the Guarantors, each of the Guarantors and the Borrower shall authorize the Lender to conduct credit checks and each of the financial institutions with which the Borrower and the respective Guarantors deal to release any and all information reasonably required and requested by the Lender to adequately assess the credit worthiness of each respectively. c) The Borrower shall deliver to the Lender within five business days of the acceptance of this Commitment for the Lender's satisfactory review and acceptance the following: i. A soils test report (load bearing capacity) by a professional engineer as is acceptable to the Lender demonstrating to the satisfaction of the Lender that the proposed construction and site improvements of the Project are feasible under existing soil conditions, together with evidence that the construction specifications for the Project provide for construction in compliance with such conditions and with the recommendations, if any, which may be contained in such soils test report. ii. An appraisal, satisfactory to the Lender, of the Project confirming a “as is” fair market value of lots 7 4‐6 and 8 of no less than $2,264,907 and an “9‐10 as completed” fair market value is of $2,832,800 2,975,000 and as completed of $9,575,000 inclusive of HST, HST to be prepared at the Borrower's expense and paid in advance by a Lender approved appraiser. Such appraisal report must be addressed to the Lender or be accompanied by a Transmittal Letter from the appraiser to the Lender and shall confirm that the Lender can rely upon such appraisal for lending purposes. iii. The Borrower shall have pre‐sold the Project’s lots 7 and 8, with firm and binding purchase and sale agreements including satisfactory deposits, sufficient to generate $2,832,800 of revenue. Each purchase and sale agreement shall be on terms and with purchasers acceptable to the Lender. The Lender reserves the right to disregard agreements with purchasers buying for investment or who are directly or indirectly related to the Borrower or Guarantors. All purchaser deposits shall have been paid in full and held in a separate escrow account for the sole benefit of the Project. iv. A preliminary Project Budget satisfactory to the Lender prepared at the expense of the Borrower by the Lender's quantity surveyors. v. iv. Satisfactory Phase 1 Environmental Site Assessment Report (and Phase 2 Report if necessary) conducted and prepared by a consultant approved by the Lender together with a Letter of Transmittal from the consultant permitting the Lender to rely on the Assessment Report. vi. v. A survey of the Project by an Ontario licensed land surveyor showing the relationship of the lands to public thoroughfares for access purposes; and indicating no encroachments, easements or rights of way, save and except those that do not encroach or hinder the Borrower’s ability to construct the project in accordance with the proposed site plan which the Lender may specifically accept. If no survey is available at the time of the advance the Lender in its it’s sole discretion may rely upon the title insurance policy to be obtained in connection with the financing. viivi. Mortgage Statement from all of the current mortgage holders, if any, holders confirming the outstanding principal and accrued (if applicable) balance of each respective mortgage. viiivii. Receipt of an executed copy of each current mortgage commitment. ixviii. MZG or a related party may post two MZG signs (on each main street). x. ix. An approved construction budget prepared by the Lender's quantity surveyor satisfactory to the Lender. The Lender and its quantity surveyor, in their sole discretion, shall be satisfied: a) that That the budgeted hard and soft costs (including financing costs) shall be sufficient to complete the Project as planned; b) all All sources and uses of cash are acceptable; c) the The terms of the contract with the general contractor/project manager are satisfactory. A minimum of 75% of Project construction costs shall be supported by binding fixed price material supply and construction contracts satisfactory in all respects to the Lender. xi. x. A detailed project construction schedule outlining the time to complete the various construction stages and phases of the Project, acceptable to the Lender. xiixi. Copy of the most recent Disclosure Statement and attachments as required by the Condominium Act, 1998 to be provided to prospective unit purchasers xiiixii. The Borrower’s Tarion Warranty application and confirmation a Tarion Warranty certificate for the Project will be issued within 30 days of posting the required security deposit. d) The loan to value ratio, as determined in the Lender's sole discretion, shall not be greater than 90%. i. Loan to Value shall be calculated by Appraised Value per lot as per the appraisal. In the case of Unsold Lots, Loan to Value shall be calculated as per the methodology used by the Appraisal. For a home under construction the Appraised Value shall be the Selling Price (builder contract plus land Contract) less the Cost to Complete as per the methodology used by the Appraisal. e) Confirmation satisfactory to the Lender that all property taxes are current. fe) Officers’ Certificate in the form provided in the Lender’s standard form documents. gf) Anti‐Money Laundering Compliance documentation to be completed; Agent Examination of Identification Form will be provided to the Borrower’s lawyer with the closing documents. (to be completed by the Borrower and each Guarantor , the identification of all authorized signatories as outlined on the Director’s Resolution, to a maximum of three must be obtained). hg) Such other matters as the Lender may deem appropriate and necessary to satisfy itself of the Project's viability, the Borrower’s creditworthiness and the ability of the Borrower and Guarantors to fulfil their obligations herein.