EXHIBIT 10.1

---

|ARTICLE I DEFINITIONS                                                                       | 2    
|------------------------------------------------------------------------------------------- | -----
|                                                                                            | 1.1. 
|ARTICLE II OWNERSHIP AND OPERATION OF PROJECTS; SALES EFFORTS; DEEDS IN LIEU                | 9    
|                                                                                            | 2.1. 
|                                                                                            | 2.2. 
|                                                                                            | 2.3. 
|                                                                                            | 2.4. 
|                                                                                            | 2.5. 
|                                                                                            | 2.6. 
|                                                                                            | 2.7. 
|                                                                                            | 2.8. 
|                                                                                            | 2.9. 
|                                                                                            | 2.10.
|ARTICLE III WARRANTIES, REPRESENTATIONS, ACKNOWLEDGMENTS AND AGREEMENTS OF BORROWER PARTIES | 17   
|                                                                                            | 3.1. 
|                                                                                            | 3.2. 
|ARTICLE IV ADDITIONAL COVENANTS OF BORROWER PARTIES                                         | 22   
|                                                                                            | 4.1. 
|                                                                                            | 4.2. 
|ARTICLE V DEBT SERVICE PAYMENTS AND LOCKBOX                                                 | 37   
|                                                                                            | 5.1. 
|                                                                                            | 5.2. 
|                                                                                            | 5.3. 
|                                                                                            | 5.4. 
|ARTICLE VI DEFAULTS AND REMEDIES                                                            | 38   
|                                                                                            | 6.1. 
|                                                                                            | 6.2. 
|                                                                                            | 6.3. 

---

|ARTICLE VII FUNDAMENTAL BREACH EVENT, STANDSTILL, COVENANT NOT TO SUE AND RELEASES | 43  
|---------------------------------------------------------------------------------- | ----
|                                                                                   | 7.1.
|                                                                                   | 7.2.
|                                                                                   | 7.3.
|                                                                                   | 7.4.
|                                                                                   | 7.5.
|                                                                                   | 7.6.
|ARTICLE VIII CLOSING OF AGREEMENT; ESTABLISHMENT AND CLOSING OF ESCROW             | 57  
|                                                                                   | 8.1.
|                                                                                   | 8.2.
|                                                                                   | 8.3.
|                                                                                   | 8.4.
|                                                                                   | 8.5.
|ARTICLE IX MISCELLANEOUS                                                           | 58  
|                                                                                   | 9.1.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---