[MW NOTE: Please add cover page and table of contents.]

CONSTRUCTION FINANCING AGREEMENT

THIS CONSTRUCTION FINANCING AGREEMENT, dated as of [Date], is by and between [COMPANY], a Florida limited liability company ("Borrower"), and [COUNTERPARTY], a Delaware corporation ("Lender"). Capitalized terms used in the following recitals without definition shall have the meanings ascribed thereto in Article I hereof.

R E C I T A L S:

WHEREAS, Borrower desires for Lender to provide certain financing to Borrower in connection with the construction and completion of the Project in accordance with the terms of the EPC Agreement and the other Construction Documents;

WHEREAS, Lender has agreed, on the terms hereinafter provided, to establish a financing facility to fund, on Borrower's account, a portion of the costs of acquisition of the Equipment and Materials and certain other costs and expenses of the construction and completion of the Project;

WHEREAS, said facility shall consist of two phases, the first of which shall be a construction phase during which Advances shall be made in accordance with the terms hereof and the Construction Note;

WHEREAS, upon Substantial Completion of the Project and the satisfaction of certain other terms and conditions hereunder, Borrower and Lender desire for the Construction Note to be replaced with the Term Note; and

WHEREAS, Borrower and Lender have entered into, or shall enter into, certain Security Documents pursuant to which Borrower has granted, or will grant, to Lender certain Liens on, and other rights to, Borrower's interests in the Land, the Project and other Collateral as security for the Obligations of Borrower.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Borrower and Lender hereby agree as follows:

ARTICLE I

Definitions

Capitalized terms used in this Agreement and the other Transaction Documents without definition, including in their respective preamble and recitals, shall have the meanings provided in Appendix A unless the context clearly requires otherwise. Unless otherwise specified, all accounting terms used herein and in any other Transaction Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared, in accordance with GAAP.

ARTICLE II