Construction Loan Agreement - ACF Investment Corp. and Wells Fargo Bank NA


                          CONSTRUCTION LOAN AGREEMENT


                                    between

                 ACF Investment Corp., a Delaware corporation

                                      and

                    WELLS FARGO BANK, NATIONAL ASSOCIATION

                         Executed as of June 29, 2001

 
                          CONSTRUCTION LOAN AGREEMENT

THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is executed June 29, 2001, by and
between ACF Investment Corp., a Delaware corporation ("Borrower"), and WELLS
FARGO BANK, NATIONAL ASSOCIATION ("Lender").

                                   RECITALS
                                   -------- 

A.   Borrower owns or will own certain real property described in Exhibit A
                                                                  ---------
     hereto ("Property").

B.   Borrower proposes to construct on the Property certain improvements
     consisting of: 247,187 sq ft, three story office building together with all
     appurtenances, fixtures, and tenant improvements now or hereafter located
     on the Property ("Improvements"). The Improvements shall be constructed in
     accordance with plans and specifications which Borrower has heretofore, or
     will hereafter deliver to Lender, as amended in order to comply with the
     terms and conditions of this Agreement ("Plans and Specifications").
     Borrower has requested from Lender a loan for the purpose of such
     construction.

NOW, THEREFORE, Borrower and Lender agree as follows:


                             ARTICLE 1. DEFINITIONS

     1.1  DEFINED TERMS. The following capitalized terms generally used in this
          -------------
          Agreement shall have the meanings defined or referenced below. Certain
          other capitalized terms used only in specific sections of this
          Agreement are defined in such sections.

          "Account" - means an account with Lender, account number 4950040360,
           -------  
          in the name of Borrower or Borrower's designee into which Loan
          proceeds will be deposited.

          "ADA" - means the Americans with Disabilities Act, 42 U.S.C. (SS)
           ---
          12101, et. seq. as now or hereafter amended or modified.

          "Affidavit of Commencement" - shall have the meaning ascribed to such
           -------------------------
          term in that certain Section entitled Commencement of Construction.
                                                ----------------------------

          "Affidavit of Completion" - shall have the meaning ascribed to such
           -----------------------
          term in that certain Section entitled Completion of Construction.
                                                --------------------------

          "Agreement" - shall have the meaning ascribed to such term in the
           ---------
          preamble hereto.

          "Architect" - means Carter & Burgess, Inc.
           ---------

          "Architect's Agreement" - means that certain agreement dated September
           ---------------------
          18, 2000, by and between Borrower and Architect.

          "Bankruptcy Code" - means the Bankruptcy Reform Act of 1978 (11 USC
          (S) 101-1330) as now or hereafter amended or recodified.

          "Borrower" - means ACF Investment Corp., a Delaware corporation.
           --------

          "Borrower's Funds" - means all funds of Borrower deposited with Lender
           ----------------
          pursuant to the terms and conditions of this Agreement.

          "Borrower's Funds Account" - means the account with Lender into which
           ------------------------
          all funds deposited with Lender pursuant to this Agreement shall be
          placed.

          "Business Day" - means a day of the week (but not a Saturday, Sunday
           ------------
          or holiday) on which the offices of Lender are open to the public for
          carrying on substantially all of Lender's business functions. Unless
          specifically referenced in this Agreement as a Business Day, all
          references to "days" shall be to calendar days.

          "Completion Date" - means October 1, 2002, the date by which
           ---------------
          construction of the Improvements must be complete.

          "Construction Agreements" - means those certain agreements to
           -----------------------
          construct the Improvements dated February 5, 2001, March 29, 2001 and
          May 10, 2001, between Borrower and Contractor.

          "Contractor" - means Hensel Phelps Construction Co.; R. J. Miller & ----------
          Associates and North Haven Gardens/Valley Crest.



                                    Page 1

 
         "Deed of Trust" - means that certain Construction Deed of Trust with
          -------------
         Absolute Assignment of Leases and Rents, Security Agreement and Fixture
         Filing of even date herewith executed by ACF Investment Corp., a
         Delaware Corporation, as Grantor, to Stephen C. Melton, as Trustee, for
         the benefit of Lender, as Beneficiary, as hereafter amended,
         supplemented, replaced or modified.

         "Default" - shall have the meaning ascribed to such term in that 
          -------
         certain Section entitled Default.
                                  -------

         "Effective Date" - means the date that the Loan Documents are 
          --------------
         unconditionally executed and delivered by Borrower and Lender.

         "First Extended Maturity Date" - means November 1, 2005.
          ----------------------------

         "First Option to Extend" - means Borrower's option, subject to the 
          ----------------------
         terms and conditions of that certain Section entitled First Option to 
                                                               ---------------
         Extend, to the term of the Loan from the Maturity Date to the First 
         ------
         Extended Maturity Date.

         "Gross Operating Income" - Intentionally omitted.
          ----------------------

         "Guarantor" - means AmeriCredit Financial Services, Inc., a Delaware 
          ---------
         corporation and AmeriCredit Corp., a Texas corporation (collectively 
         or severally as the context thereof may suggest or require).

         "Hazardous Materials" - shall have the meaning ascribed to such term 
          -------------------
         in that certain Section entitled Hazardous Materials
                                          -------------------

         "Hazardous Materials Claims" - shall have the meaning ascribed to such
          --------------------------
         term in that certain Section entitled Hazardous Materials Claims
                                               --------------------------

         "Hazardous Materials Laws" - shall have the meaning ascribed to such 
          ------------------------
         term in that certain Section entitled Hazardous Materials Laws
                                               ------------------------

         "Improvements" - shall have the meaning ascribed to such term in 
          ------------
         Recital B.
 
         "Indemnitor" - means AmeriCredit Financial Services, Inc., a Delaware
          ----------
         corporation, and any other person or entity who, or which, in any
         manner, is or becomes obligated to Lender under any indemnity now or
         hereafter executed in connection with respect to the Loan (collectively
         or severally as the context thereof may suggest or require).

         "Indebtedness" - means all principal, interest and other charges 
          ------------
         payable by Borrower to Lender pursuant to the Note and all other sums
         which may become payable by Borrower to Lender pursuant to the other
         Loan Documents.

         "Lender" - means WELLS FARGO BANK, NATIONAL ASSOCIATION.
          ------

         "Loan" - means the principal sum that Lender agrees to lend and 
          ----
         Borrower agrees to borrow pursuant to the terms and conditions of this
         Agreement: Twenty Four Million Seven Hundred Eighty Thousand and
         OO/lOOths Dollars ($24,780,000.00).

         "Loan Documents" - means those documents, as hereafter amended, 
          --------------
         supplemented, replaced or modified, properly executed and in recordable
         form, if necessary, listed in Exhibit B as Loan Documents.
                                       ---------

         "Loan-to-Value Percentage" - shall have the meaning ascribed to such 
          ------------------------
         term in that certain Section entitled Appraisal Requirement
                                               ---------------------

         "Maturity Date" - means November 1, 2002.
          -------------

         "Maximum Lawful Rate" - shall have the meaning ascribed to such term 
          -------------------
         in that certain Section entitled Interest Provisions
                                          -------------------

         "Non-Borrower Grantor" - not applicable.
          --------------------

         "Note" - means that certain Promissory Note of even date herewith, in 
          ----
         the original principal amount of the Loan, executed by Borrower and
         payable to the order of Lender, as hereafter amended, supplemented,
         replaced or modified.

         "Operating Statement" - Intentionally omitted.
          -------------------

         "Other Related Documents" - means those documents, as hereafter 
          -----------------------
         amended, supplemented, replaced or modified from time to time, properly
         executed and in recordable form, if necessary, listed in Exhibit B as 
                                                                  ---------
         Other Related Documents.
    

                                    Page 2

 
      "Participant" - shall have the meaning ascribed to such term in that
       -----------
      certain Section entitled Loan Sales and Participations; Disclosure of
                               --------------------------------------------
      Information.
      -----------

      "Permanent Financing Commitment" - means financing to be provided by
       ------------------------------
      Permanent Lender in a principal amount not less than $24,780,000.00.

      "Permanent Lender" - means Wells Fargo Bank, Commercial Banking Group,
       ----------------
      Fort Worth, Texas.

      "Permitted Operating Expenses" - Intentionally omitted.
       ----------------------------

      "Plans and Specifications" - shall have the meaning ascribed to such term
       ------------------------
      in Recital B.

      "Prime Rate" - means a base rate of interest which Lender establishes from
       ----------
      time to time and which serves as the basis upon which the effective rates
      of interest are calculated for those loans making reference thereto. Any
      change in an effective rate due to a change in the Prime Rate shall become
      effective on the day each such change is announced within Lender.
      
      "Property" - shall have the meaning ascribed to such term in Recital A.
       --------

      "Set Aside Letter" - not applicable.
       ----------------

      "Subdivision Map" - shall have the meaning ascribed to such term in that
       ---------------
      certain Section entitled Subdivision Maps.
                               ----------------
      
      "Title Company" - means Chicago Title Insurance Company.
       -------------

      "Title Policy" - means the standard Texas promulgated form of Mortgagee 
       ------------
      Policy of Title Insurance as issued by Chicago Title Insurance Company.
                 
1.2  EXHIBITS INCORPORATED. Exhibits A, B, C, D, E and F, all attached hereto,
     ---------------------  ----------------------------
     are hereby incorporated into this Agreement.


                                 ARTICLE 2. LOAN

2.1  LOAN. By and subject to the terms of this Agreement, Lender agrees to lend
     ----
     to Borrower and Borrower agrees to borrow from Lender the principal sum of
     Twenty Four Million Seven Hundred Eighty Thousand and 00/100ths Dollars
     ($24,780,000.00), said sum to be evidenced by the Note of even date
     herewith. The Note shall be secured, in part, by the Deed of Trust, of even
     date herewith, encumbering certain real property and improvements as
     legally defined therein. Amounts disbursed to or on behalf of Borrower
     pursuant to the Note shall be used to finance the construction of the
     Property and Improvements and for such other purposes and uses as may be
     permitted under this Agreement and the other Loan Documents.

2.2  LOAN FEE. Borrower shall pay to Lender, at Loan closing, a loan fee in the
     --------
     amount of $178,800.00, of which $61,950.00 has been prepaid by Borrower.

2.3  UNDERWRITING AND DOCUMENTATION FEE. Borrower shall pay to Lender, at Loan
     ----------------------------------
     closing, an underwriting and documentation fee in the amount of $69,000.00,
     of which $8,240.00 will be applied to the cost of the costing and
     inspections fees.

2.4  LOAN DOCUMENTS. Borrower shall deliver to Lender concurrently with this
     --------------
     Agreement each of the documents, properly executed and in recordable form,
     as applicable, described in Exhibit B as Loan Documents, together with
                                 ---------
     those documents described in Exhibit B as Other Related Documents.
                                  ---------

2.5  EFFECTIVE DATE. The date of the Loan Documents is for reference purposes
     --------------
     only. The Effective Date of the parties' obligations under this Agreement
     and the other Loan Documents shall be the date that the Loan Documents are
     unconditionally executed and delivered by Borrower and Lender, and
     Borrowers and Lender's rights and obligations under the Loan Documents
     shall not be effective until the Effective Date.

2.6  MATURITY DATE. The Maturity Date of the Loan shall be November 1, 2002, at
     -------------
     which time all sums due and owing under this Agreement and the other Loan
     Documents shall be repaid in full, provided, however, if Borrower is in
     compliance on such date with Section entitled First Option to Extend, of
     this Agreement and with all obligations of Borrower under the documents, 
     the Maturity Date will be the First Extended Maturity Date. All payments
     due to Lender under this Agreement, whether at the Maturity Date or
     otherwise, shall be paid in immediately available funds.

2.7  CREDIT FOR PRINCIPAL PAYMENTS. Any payment made upon the outstanding
     -----------------------------
     principal balance of the Loan shall be credited as of the Business Day
     received, provided such payment is received by Lender no later than 1:00
     P.M. (Central Time) and constitutes immediately available funds.

--------------------------------------------------------------------------------
                                    Page 3

 
     Any principal payment received after said time or which does not
     constitute immediately available funds shall be credited upon such funds
     having become unconditionally and immediately available to Lender.

2.8  APPRAISAL REQUIREMENT. Up to and including the Maturity Date, but no more
     ---------------------
     than annually, at Borrower's expense, Lender may require a written
     appraisal prepared in conformance with the requirements of the
     Comptroller of the Currency confirming to the satisfaction of Lender that
     the Loan amount as a percentage of the fair market value of the Property
     and Improvements (after adjustment for senior liens and regular and
     special taxes and assessments) does not exceed sixty five percent (65%)
     ("Loan-to-Value Percentage"); provided, however, in the event such fair
                                   -----------------
     market value is not adequate to meet the required Loan-to-Value
     Percentage, then Borrower shall, within thirty (30) days after written
     demand from Lender, pay down the outstanding principal balance of the
     Loan such that said required Loan-to-Value Percentage may be met. The
     valuation date of such appraisal shall be within thirty (30) days of
     Lender's request. Any principal balance reduction shall reduce Lender's
     commitment by a like amount.

2.9  APPRAISAL REQUIREMENT. (permanent phase) Upon Borrower's acceptance of the
     ---------------------
     First Option to Extend and at Borrower's expense, Lender will require,
     within ninety (90) days prior to the First Option to Extend and no more
     than annually thereafter, a written appraisal prepared in conformance with
     the requirements of the Comptroller of the Currency confirming to the
     satisfaction of Lender that the Loan amount as a percentage of the fair
     market value of the Property and Improvements (after adjustment for senior
     liens and regular and special taxes and assessments) does not exceed
     seventy percent (70%) ("Loan-to-Value Percentage"); provided, however, in
                                                         --------  -------
     the event such fair market value is not adequate to meet the required Loan-
     to-Value Percentage, then Borrower shall, within thirty (30) days after
     written demand from Lender, pay down the outstanding principal balance of
     the Loan such that said required Loan-to-Value Percentage may be met. The
     valuation date of such appraisal shall be within thirty (30) days of
     Lender's request. Any principal balance reduction shall reduce Lender's
     commitment by a like amount.

2.10 FULL REPAYMENT AND RELEASE OF LIEN. Upon receipt of all sums owing and
     ----------------------------------
     outstanding under the Loan Documents, Lender shall issue a full release
     of lien covering the Property and Improvements from the lien of the Deed
     of Trust; provided, however, that all of the following conditions shall
     be satisfied at the time of, and with respect to, such release of lien:
     (a) Lender shall have received all escrow, closing and recording costs,
     the costs of preparing and delivering such release of lien and any sums
     then due and payable under the Loan Documents; and (b) Lender shall have
     received a written release satisfactory to Lender of any set aside
     letter, letter of credit or other form of undertaking which Lender has
     issued to any surety, governmental agency or any other party in
     connection with the Loan and/or the Property and Improvements. Lender's
     obligation to make further disbursements under the Loan shall terminate
     as to any portion of the Loan undisbursed as of the date of issuance of
     such full release of lien, and any commitment of Lender to lend any
     undisbursed portion of the Loan shall be canceled.

2.11 FIRST OPTION TO EXTEND. Borrower shall have the option to extend the term
     ----------------------
     of the Loan from the Maturity Date (for purposes of this Section, "Original
     Maturity Date") to the First Extended Maturity Date, upon satisfaction of
     each of the following conditions precedent:

     (a)  As of the Original Maturity Date, no Default shall have occurred and
          be continuing, and no event or condition which, with the giving of
          notice or the passage of time or both, would constitute a Default
          shall have occurred and be continuing, and Borrower shall so certify
          in writing;

     (b)  Borrower shall execute or cause the execution of all documents
          reasonably required by Lender to exercise the First Option to Extend
          and shall deliver to Lender, at Borrower's sole cost and expense, such
          title insurance endorsements reasonably required by Lender;

     (c)  There shall have occurred no material adverse change, as determined by
          Lender in its sole discretion, in the financial condition of Borrower,
          any Guarantor, AmeriCredit Corp. or other person or entity in any
          manner obligated to Lender under the Loan Documents from that which
          existed on the Effective Date;

     (d)  Borrower shall have provided Lender final certificate of occupancy
          together with such other governmental or regulatory permits, licenses
          and approvals as are required or necessary for the use, occupancy, and
          operation of the Improvements;

     (e)  Borrower shall provide Lender a Certificate of Completion or
          equivalent indicating that the Improvements are 100% completed in
          accordance with the Plans and Specifications approved by Lender
          pursuant to the Building Loan Agreement. Lender shall have received an
          inspection report from its consultant confirming such completion;


                                    Page 4

 
     (f)  Lender shall have received a lien free Down-Date Endorsement pursuant
          to Procedural Rule P-9b(4), and other endorsements amending the
          mechanic's and materialmen's lien coverage and, if applicable,
          deleting the pending disbursements clause pursuant to Procedural Rule
          P-8b(2), and if applicable, a Form T38 Endorsement pursuant to
          procedural Rule P-9b(3) to the Title Policy in form and content
          satisfactory to Lender;

     (g)  Lender shall have received from Borrower a full and unconditional
          written release executed by any governmental authority, surety, or
          other person or entity to which Lender has issued a set aside letter
          or which beneficiary under any letter of credit that Lender has issued
          with respect to or in connection with the Loan;

     (h)  Borrower shall provide Lender with all lease agreements. All leases,
          except for intercompany leases, shall require Lender's approval;

     (i)  Borrower shall provide evidence to Lender of updates to any other
          consultant's reports, including but not limited to environmental
          reports and receipt of an "as built" survey of the Property;

          Except as modified by this First Option to Extend, the terms and
          conditions of this Agreement and the other Loan Documents as modified
          and approved by Lender shall remain unmodified and in full force and
          effect.


                              ARTICLE 3. DISBURSEMENT

3.1  CONDITIONS PRECEDENT. Lender's obligation to make any disbursements or take
     --------------------
     any other action under the Loan Documents shall be subject at all times to
     satisfaction of each of the following conditions precedent and those
     certain conditions and requirements as set forth in Disbursement Plan,
     Exhibit D:

     (a)  There shall exist no Default, as defined in this Agreement, or Default
          as defined in any of the other Loan Documents or in the Other Related
          Documents, or event, omission or failure of condition which would
          constitute a Default after notice or lapse of time, or both; and

     (b)  Any undisbursed Loan funds together with all sums, if any, to be
          provided by Borrower as shown in Exhibit C shall be at all times equal
                                           ---------
          to or greater than the amount which Lender from time to time
          determines necessary to: (i) pay, through completion, all costs of
          development, construction, marketing and sale or leasing of the
          Property and Improvements in accordance with the Loan Documents; (ii)
          pay all sums which may accrue under the Loan Documents prior to
          repayment of the Loan; and (iii) enable Borrower to perform and
          satisfy all of the covenants of Borrower contained in the Loan
          Documents. If Lender determines at any time that the undisbursed Loan
          funds are insufficient for said purposes, Borrower shall deposit the
          amount of such deficiency in the Borrower's Funds Account within seven
          (7) days of Lender's written demand; and

     (c)  Lender shall have received all Loan Documents, other documents,
          instruments, policies, and forms of evidence or other materials
          requested by Lender under the terms of this Agreement or any of the
          other Loan Documents;

     (d)  Lender shall have received and approved in form and substance
          satisfactory to Lender: (i) a soils report for the Property and
          Improvements; (ii) an environmental questionnaire and environmental
          site assessment with respect to the presence, if any, of Hazardous
          Materials on the Property and Improvements; (iii) two sets of the
          Plans and Specifications, certified as complete by the Architect,
          together with evidence of all necessary or appropriate approvals of
          governmental agencies; (iv) copies of all agreements which are
          material to completion of the Improvements; (v) copies of all building
          permits and similar permits, licenses, approvals, development
          agreements and other authorizations of governmental agencies required
          in connection with the development of the Property and Improvements;
          and (vi) copies of any initial study, negative declaration, mitigated
          negative declaration, environmental impact report, notice of
          determination or notice of exemption prepared, adopted, certified or
          filed by or with any governmental agency in connection with the
          Property and Improvements;

     (e)  Lender shall have received, within sixty (60) days of closing,
          evidence satisfactory to Lender that the soils engineer and the civil
          engineer has submitted written confirmation that the agreed changes in
          the sub grade preparation, increased jointing and the increased
          reinforcement are consistent with the soils report findings and
          recommendations and that the substitutions will not lead to a
          significant decrease in the useful life of the paved areas or a
          material increase in future maintenance requirements.

     (f)  Lender shall have received fully executed subordinations in form and
          substance acceptable to Lender, from Hensel Phelps Construction Co.,
          R.J. Miller & Associates and North Haven Gardens/Valley Crest which
          will subordinate their lien rights to Lender's Deed of Trust.


                                    Page 5

 
3.2  ACCOUNT, PLEDGE AND ASSIGNMENT, AND DISBURSEMENT AUTHORIZATION. The
     --------------------------------------------------------------
     proceeds of the Loan and Borrower's Funds, when qualified for disbursement,
     shall be deposited into the Account or otherwise disbursed to or for the
     benefit or account of Borrower under the terms of this Agreement; provided,
                                                                       --------
     however, that any direct disbursements from the Loan which are made by
     -------
     means of wire transfer, shall be subject to the provisions of any funds
     transfer agreement which is identified in Exhibit B hereto. Disbursements
                                               ---------
     hereunder may be made by Lender upon the written request of the following
     persons: Daniel Berce or Preston Miller or Beth Sorensen or James
     Fehleison, who have been authorized by Borrower to request such
     disbursements until such time as written notice of Borrower's revocation of
     such authority is received by Lender at the address shown in Exhibit D. As
                                                                  ---------
     additional security for Borrower's performance under the Loan Documents,
     Borrower hereby irrevocably pledges and assigns to Lender all monies at any
     time deposited in the Account.

3.3  BORROWER'S FUNDS ACCOUNT, PLEDGE AND ASSIGNMENT. Except as otherwise
     -----------------------------------------------
     provided in this Agreement and in section 3.1 (b), all of the Borrower's
     Funds which are deposited with Lender, at Lender's request, by Borrower as
     shown in Exhibit C, or any other provision of the Loan Documents, shall be
              ---------
     placed in the Borrower's Funds Account with, and controlled by, Lender for
     disbursement under this Agreement. As additional security for Borrower's
     performance under the Loan Documents, Borrower hereby irrevocably pledges
     and assigns to Lender all monies at any time deposited in the Borrower's
     Funds Account.

3.4  LOAN DISBURSEMENTS. Subject to the conditions set forth in Section 3.1, the
     ------------------
     proceeds of the Loan and Borrower's Funds shall be disbursed in accordance
     with the terms and conditions of Exhibit D. Disbursements made after the
                                      ---------
     deposit of Borrower's Funds shall be made first from the Borrower's Funds
     Account until depleted. All disbursements shall be held by Borrower in
     trust and applied by Borrower solely for the purposes for which the funds
     have been disbursed. Lender has no obligation to monitor or determine
     Borrower's use or application of the disbursements.


                              ARTICLE 4. CONSTRUCTION

4.1  COMMENCEMENT OF CONSTRUCTION. Borrower has commenced construction of the
     ----------------------------
     Improvements. Borrower shall execute and cause the Contractor to execute
     and shall file in Real Property Records of the county in which the Property
     is located, an affidavit ("Affidavit of Commencement"), in the form
     attached as Exhibit E or otherwise satisfactory to Lender.
                 ---------

4.2  COMPLETION OF CONSTRUCTION. Borrower shall complete construction of the
     --------------------------
     Improvements on or before the Completion Date. Within ten (10) days after
     the construction of the Improvements has been completed, Borrower shall
     execute and file in the Real Property Records of the county in which the
     Property is located, an affidavit ("Affidavit of Completion") in the form
     attached as Exhibit F or otherwise satisfactory to Lender.
                 ---------

4.3  FORCE MAJEURE. The time within which construction of the Improvements must
     -------------
     be completed shall be extended for a period of time equal to the period of
     any delay directly affecting construction which is caused by fire,
     earthquake or other acts of God, strike, lockout, acts of public enemy,
     riot, insurrection, or governmental regulation of the sale or
     transportation of materials, supplies or labor; provided, however, that
                                                     --------  -------
     Borrower shall furnish Lender with written notice satisfactory to Lender
     evidencing any such delay within ten (10) days from the occurrence of any
     such delay. In no event shall the time for completion of the Improvements
     be extended beyond the Maturity Date or more than sixty (60) days beyond
     the Completion Date.

4.4  CONSTRUCTION AGREEMENT. Borrower and Contractor have entered into the
     ----------------------
     Construction Agreement pursuant to the terms and conditions of which
     Contractor is to construct the Improvements. Borrower shall require
     Contractor to perform in accordance with the terms of the Construction
     Agreement and shall not amend, modify or alter the responsibilities of
     Contractor under the Construction Agreement without Lender's prior written
     consent. Borrower shall execute, upon Lender's request, an assignment of
     Borrower's rights under the Construction Agreement to Lender as security
     for Borrower's obligations under this Agreement and the other Loan
     Documents and shall cause the Contractor to consent to any such assignment.

4.5  ARCHITECT'S AGREEMENT. Borrower and Architect have entered into the
     ---------------------
     Architect's Agreement, pursuant to which Architect is to design the
     Improvements. Borrower shall require Architect to perform in accordance
     with the terms of the Architect's Agreement and shall not amend, modify or
     alter the responsibilities of Architect under the Architect's Agreement
     without Lender's prior written consent. Upon Lender's request, Borrower
     shall execute an assignment of the Architect's Agreement and the Plans and
     Specifications to Lender as additional security for Borrower's performance
     under this Agreement and the other Loan Documents and shall cause the
     Architect to consent to any such assignment.

4.6  PLANS AND SPECIFICATIONS.
     ------------------------

                                    Page 6

 
     (a)  Changes; Lender Consent. Except as otherwise provided in this
          -----------------------
          Agreement, Borrower shall not make any changes in the Plans and
          Specifications without Lender's prior written consent if such change:
          (i) constitutes a material change in the building material or
          equipment specifications, or in the architectural or structural
          design, value or quality of any of the Improvements; (ii) would result
          in an increase of construction costs (hard costs) in excess of: (a)
          Four Hundred Thousand and 00/100ths Dollars ($400,000.00) for any
          single change or in excess of Four Hundred Thousand and 00/100ths
          Dollars ($400,000.00) for all such changes, with regards to the
          construction agreement with Hensel Phelps Construction Co. and (b)
          Twenty Five Thousand and 00/100ths Dollars ($25,000.00) for any single
          change or in excess of One Hundred Thousand and 00/100ths Dollars
          ($100,000.00) for all such changes, with regards to the construction
          agreements with R.J. Miller 8 Associates and North Haven
          Gardens/Valley Crest; (iii) would affect the structural integrity,
          quality of building materials, or overall efficiency of operating
          systems of the Improvements; or (iv) requires the approval of
          Permanent Lender. Without limiting the above, Lender agrees that
          Borrower may make minor changes in the Plans and Specifications
          without Lender's prior written consent, provided that such changes do
          not violate any of the conditions specified herein. Borrower shall at
          all times maintain, for inspection by Lender, a full set of working
          drawings of the Improvements.

     (b)  Changes; Submission Requirements. Borrower shall submit any proposed
          --------------------------------
          change in the Plans and Specifications to Lender at least ten (10)
          days prior to the commencement of construction relating to such
          proposed change whether or not such change is subject to Lender's
          consent. Requests for any change which requires consent shall be
          accompanied by working drawings and a written description of the
          proposed change, submitted on a change order form acceptable to
          Lender, signed by Borrower and, if required by Lender, also by the
          Architect and the Contractor. At its option, Lender may require
          Borrower to provide: (i) evidence satisfactory to Lender of the cost
          and time necessary to complete the proposed change; (ii) a deposit in
          the amount of any increased costs into Borrower's Funds Account; and
          (iii) a complete set of "as built" Plans and Specifications for the
          completed Improvements.

     (c)  Consent Process. Borrower acknowledges that Lender's review of any
          ---------------
          changes and required consent may result in delays in construction and
          hereby consents to any such delays. Such consent shall not
          unreasonably delay construction.

     (d)  Final Plans and Specifications. Upon completion of the Improvements,
          ------------------------------
          Borrower shall deliver to Lender within ten (10) days a set of final
          Plans and Specifications.

4.7  CONTRACTOR/CONSTRUCTION INFORMATION. Within ten (10) days of Lender's
     -----------------------------------
     written request, Borrower shall deliver to Lender from time to time in a
     form acceptable to Lender: (a) a list detailing the name, address and phone
     number of each contractor, subcontractor and material supplier to be
     employed or used for construction of the Improvements together with the
     dollar amount, including changes, if any, of each contract and subcontract,
     and the portion thereof, if any, paid through the date of such list; (b)
     copies of each contract and subcontract identified in such list, including
     any changes thereto; (c) a cost breakdown of the projected total cost of
     constructing the Improvements, and that portion, if any, of each cost item
     which has been incurred; and (d) a construction progress schedule detailing
     the progress of construction and the projected sequencing and completion
     time for uncompleted work, all as of the date of such schedule.

     Borrower agrees that Lender may disapprove any contractor, subcontractor or
     material supplier which, in Lenders good faith determination, is deemed
     financially or otherwise unqualified; provided, however, that the absence
                                           --------  -------
     of any such disapproval shall not constitute a warranty or representation
     of qualification by Lender. Lender may contact any such contractor,
     subcontractor or material supplier to discuss the course of construction.

4.8  PROHIBITED CONTRACTS. Without Lender's prior written consent, Borrower
     --------------------
     shall not contract for any materials, furnishings, equipment, fixtures or
     other parts or components of the Improvements, if any third party shall
     retain any ownership interest (other than lien rights created by operation
     of law) in such items after their delivery to the Property and
     Improvements. Borrower shall have five (5) days to effect the removal of
     any such retained interest.

4.9  LIENS AND NOTICES. If a lien affidavit is recorded or a notice of claim for
     -----------------
     unpaid work, materials or specially fabricated items or a notice of a
     contractual retainage claim is given to the Borrower or Contractor which
     affects the Property or Improvements, Borrower shall, within twenty (20)
     calendar days of such recording or receipt of such notice or within five
     (5) calendar days of Lender's demand, whichever occurs first: (a) pay and
     discharge the lien claim; (b) effect the release thereof by recording or
     delivering to Lender a surety bond in sufficient form and amount; or (c)
     provide Lender with other assurances which Lender deems, in its sole
     discretion, to be satisfactory for the payment of such lien claim and for
     the full and continuous protection of Lender from the effect of such lien
     claim.


                                    Page 7

 
     4.10 CONSTRUCTION RESPONSIBILITIES. Borrower shall construct the
          -----------------------------
          Improvements in a workmanlike manner according to the Plans and
          Specifications and the recommendations of any soils or engineering
          report approved by Lender. Borrower shall comply with all applicable
          laws, ordinances, rules, regulations, building restrictions, recorded
          covenants and restrictions, and requirements of all regulatory
          authorities having jurisdiction over the Property or Improvements.
          Borrower shall be solely responsible for all aspects of Borrower's
          business and conduct in connection with the Property and Improvements,
          including, without limitation, for the quality and suitability of the
          Plans and Specifications and their compliance with all governmental
          requirements, the supervision of the work of construction, the
          qualifications, financial condition and performance of all architects,
          engineers, contractors, material suppliers, consultants and property
          managers, and the accuracy of all applications for payment and the
          proper application of all disbursements. Lender is not obligated to
          supervise, inspect or inform Borrower or any third party of any aspect
          of the construction of the Improvements or any other matter referred
          to above.

     4.11 ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS. Without Lender's prior
          ----------------------------------------------
          written consent, Borrower shall not cause or suffer to become
          effective or otherwise consent to the formation of any assessment
          district or community facilities district which includes all or any
          part of the Property and Improvements pursuant to: (a) contractual
          agreements among property owners and/or other governmental or
          quasi-governmental agencies or political subdivisions or districts, or
          other entity providing such community facilities; or (b) any state,
          county or municipal ordinance, law, regulation or statute. Nor shall
          Borrower cause or otherwise consent to the levying of special taxes or
          assessments against the Property and Improvements by any such
          assessment district or community facilities district,

     4.12 DELAY. Borrower shall promptly notify Lender in writing of any event
          -----
          causing delay or interruption of construction, or the timely
          completion of construction. The notice shall specify the particular
          work delayed, and the cause and period of each delay.

     4.13 INSPECTIONS. Lender shall have the right to enter upon the Property at
          -----------
          all reasonable times to inspect the Improvements and the construction
          work to verify information disclosed or required pursuant to this
          Agreement. Any inspection or review of the Improvements by Lender is
          solely to determine whether Borrower is properly discharging its
          obligations to Lender and may not be relied upon by Borrower or by any
          third party as a representation or warranty of compliance with this
          Agreement or any other agreement. Lender owes no duty of care to
          Borrower or any third party to protect against, or to inform Borrower
          or any third party of, any negligent, faulty, inadequate or defective
          design or construction of the Improvements as determined by Lender.

     4.14 SURVEYS. Upon Lender's written request, Borrower shall promptly
          -------
          deliver to Lender: (a) a perimeter survey of the Property; (b) upon
          completion of the foundations of the Improvements, a survey showing
          the location of the Improvements on the Property and confirming that
          the Improvements are located entirely within the Property and do not
          encroach upon any easement, or breach or violate any governmental
          requirement; and (c) upon completion of the Improvements, an as-built
          survey acceptable to a title insurer for purposes of issuing a
          standard Texas promulgated form of mortgagee policy of title
          insurance. All such surveys shall be performed and certified by a
          licensed engineer or surveyor acceptable to the insurer and shall be
          in accordance with a Category 1A. Condition II survey pursuant to the
          most recent edition of the Manual of Practice for Land Surveying in
          the State of Texas, published by the Texas Society of Professional
          Surveyors.

     4.15 BONDS. Within five (5) calendar days of Lender's written request,
          -----
          Borrower shall deliver to Lender a dual obligee performance bond and a
          labor and material payment bond in form, substance and amount
          acceptable to Lender. If requested by Lender, Borrower shall record
          said labor and material payment bond and the Construction Agreement
          (or memorandum thereof), as required by applicable law, in the Real
          Property Records of the county where the Property and Improvements are
          located.


                              ARTICLE 5. INSURANCE

Borrower shall, while any obligation of Borrower or any Guarantor under any
Loan Document remains outstanding, maintain at Borrowers sole expense, with
licensed insurers approved by Lender, the following policies of insurance in
form and substance satisfactory to Lender:

     5.1  TITLE INSURANCE. A Title Policy, together with any endorsements which
          ---------------
          Lender may require, insuring Lender, in the principal amount of the
          Loan, of the validity and the priority of the lien of the Deed of
          Trust upon the Property and Improvements, subject only to matters
          approved by Lender in writing. During the term of the Loan, Borrower
          shall deliver to Lender, within five (5) days of Lenders written
          request, such other endorsements to the Title Policy as Lender may
          require.

     5.2  PROPERTY INSURANCE. A Builders Risk Completed Value Hazard Insurance
          ------------------
          policy, including, without limitation, such endorsements as Lender may
          require, insuring Lender against damage to



                                    Page 8

 
          the Property and Improvements in an amount acceptable to Lender.
          Lender shall be named on the policy under a Lender's Loss Payable
          Endorsement and Standard Mortgage Clause Endorsement (in forms
          acceptable to Lender).

     5.3  FLOOD HAZARD INSURANCE. A policy of flood insurance, as required by
          ----------------------
          applicable governmental regulations, or as deemed necessary by Lender.

     5.4  LIABILITY INSURANCE. A policy of comprehensive general liability
          -------------------
          insurance with limits as required by Lender, insuring against
          liability for injury and/or death to any person and/or damage to any
          property occurring on the Property and/or in the Improvements from any
          cause whatsoever.

     5.5  GENERAL. Borrower shall provide to Lender the originals of all
          -------
          required insurance policies, or other evidence of insurance acceptable
          to Lender. All insurance policies shall provide that the insurance
          shall not be cancelable or materially changed without ten (10) days
          prior written notice to Lender. Lender shall be named under a Lender's
          Loss Payable Endorsement and Standard Mortgage Clause Endorsement (in
          forms acceptable to Lender) on all insurance policies which Borrower
          actually maintains with respect to the Property and Improvements.
          Borrower shall provide to Lender evidence of any other insurance
          Lender may deem necessary at any time during the Loan.


                         ARTICLE 6. REPRESENTATIONS AND WARRANTIES

As a material inducement to Lenders entry into this Agreement, Borrower
represents and warrants to Lender as of the Effective Date and continuing
thereafter that:

     6.1  AUTHORITY/ENFORCEABILITY. Borrower is in compliance with all laws and
          ------------------------
          regulations applicable to its organization, existence and transaction
          of business and has all necessary rights and powers to own, develop
          and operate the Property and Improvements as contemplated by the Loan
          Documents.

     6.2  BINDING OBLIGATIONS. Borrower is authorized to execute, deliver and
          -------------------
          perform its obligations under the Loan Documents, and such obligations
          shall be valid and binding obligations of Borrower.

     6.3  FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower has delivered to
          --------------------------------------
          Lender all formation and organizational documents of Borrower, of the
          partners, joint venturers or members of Borrower, if any, and of all
          guarantors of the Loan, if any, and all such formation and
          organizational documents remain in full force and effect and have not
          been amended or modified since they were delivered to Lender. Borrower
          shall immediately provide Lender with copies of any amendments or
          modifications of the formation or organizational documents.

     6.4  NO VIOLATION. Borrower's execution, delivery, and performance under 
          ------------
          the Loan Documents do not: (a) require any consent or approval not
          heretofore obtained under any partnership agreement, operating
          agreement, articles of incorporation, bylaws or other document; (b)
          violate any governmental requirement applicable to the Property and
          Improvements or any other statute, law, regulation or ordinance or any
          order or ruling of any court or governmental entity; (c) conflict
          with, or constitute a breach or default or permit the acceleration of
          obligations under any agreement, contract, lease, or other document by
          which the Borrower is or the Property and Improvements are bound or
          regulated; or (d) violate any statute, law, regulation or ordinance,
          or any order of any court or governmental entity.

     6.5  COMPLIANCE WITH LAWS. Borrower has, and at all times shall have
          --------------------
          obtained, all permits, licenses, exemptions, and approvals necessary
          to construct, occupy, operate and market the Property and
          Improvements, and shall maintain compliance with all governmental
          requirements applicable to the Property and Improvements and all other
          applicable statutes, laws, regulations and ordinances necessary for
          the transaction of its business.

     6.6  LITIGATION. Except as disclosed to Lender in writing, there are no
          ----------
          claims, actions, suits, or proceedings pending, or to Borrowers
          knowledge, threatened against Borrower or affecting the Property or
          Improvements.

     6.7  FINANCIAL CONDITION. All financial statements and information
          -------------------
          heretofore and hereafter delivered to Lender by Borrower, including,
          without limitation, information relating to the financial condition of
          Borrower, the Property, the Improvements, the partners, joint
          venturers or members of Borrower, and/or any Guarantors, fairly and
          accurately represent the financial condition of the subject thereof
          and have been prepared (except as noted therein) in accordance with
          generally accepted accounting principles consistently applied.
          Borrower acknowledges and agrees that Lender may request and obtain
          additional information from third parties regarding any of the above,
          including, without limitation, credit reports.


                                    Page 9

 
6.6  NO MATERIAL ADVERSE CHANGE. There has been no material adverse change in
     --------------------------
     the financial condition of Borrower and/or Guarantor since the dates of the
     latest financial statements furnished to Lender and, except as otherwise
     disclosed to Lender in writing, Borrower has not entered into any material
     transaction which is not disclosed in such financial statements.

6.9  LOAN PROCEEDS AND ADEQUACY. The undisbursed Loan proceeds, together with
     --------------------------
     Borrower's Funds and all other sums, if any, to be provided by Borrower as
     shown in Exhibit C, are sufficient to construct the Improvements in
              ---------
     accordance with the terms and conditions of this Agreement.

6.10 ACCURACY. All reports, documents, instruments, information and forms of
     --------
     evidence delivered to Lender concerning the Loan or security for the Loan
     or required by the Loan Documents are accurate, correct and sufficiently
     complete to give Lender true and accurate knowledge of their subject
     matter, and do not contain any misrepresentation or omission.

6.11 TAX LIABILITY. Borrower has filed all required federal, state, county and
     -------------
     municipal tax returns and has paid all taxes and assessments owed and
     payable, and Borrower has no knowledge of any basis for any significant
     additional payment with respect to any such taxes and assessments.

6.12 UTILITIES. All utility services, including, without limitation, gas, water,
     ---------
     sewage, electrical and telephone, necessary for the development and
     occupancy of the Property and Improvements are available at or within the
     boundaries of the Property, or Borrower has taken all steps necessary to
     assure that all such services will be available upon completion of the
     Improvements.

6.13 COMPLIANCE. Borrower is familiar with and in compliance with all
     ----------
     governmental requirements for the development of the Property and
     construction of the Improvements and will conform to and comply with all
     governmental requirements and the Plans and Specifications.

6.14 AMERICANS WITH DISABILITIES ACT COMPLIANCE. The Improvements have been
     ------------------------------------------
     designed and shall be constructed and completed, and thereafter maintained,
     in strict accordance and full compliance with all of the requirements of
     the Americans with Disabilities Act, of July 26, 1990, Pub. L. No. 101-336,
     104 Stat. 327, 42 U.S.C. (S) 12101, et. seq., and with 23 Tex. Rev. Civ.
     Stat. Ann., art 9102 ("Texas Architectural Barriers Act"), as each may be
     amended from time to time. Borrower shall be responsible for all ADA and
     Texas Architectural Barriers Act compliance costs.

6.15 BUSINESS LOAN. The Loan is a business loan transaction in the stated amount
     -------------
     solely for the purpose of carrying on the business of Borrower and none of
     the proceeds of the Loan will be used for the personal, family or
     agricultural purposes of the Borrower.


                          ARTICLE 7. HAZARDOUS MATERIALS

7.1  SPECIAL REPRESENTATIONS AND WARRANTIES. Without in any way limiting the
     --------------------------------------
     other representations and warranties set forth in this Agreement, and after
     reasonable investigation and inquiry, Borrower hereby specially represents
     and warrants to the best of Borrower's knowledge as of the date of this
     Agreement as follows:

     (a)  Hazardous Materials. The Property and Improvements are not and have
          -------------------
          not been a site for the use, generation, manufacture, storage,
          treatment, release, threatened release, discharge, disposal,
          transportation or presence of any oil, flammable explosives, asbestos,
          urea formaldehyde insulation, radioactive materials, hazardous wastes,
          toxic or contaminated substances or similar materials, including,
          without limitation, any substances which are "hazardous substances,"
          "hazardous wastes," "hazardous materials," "toxic substances,"
          "wastes," "regulated substances," "industrial solid wastes," or
          "pollutants" under the Hazardous Materials Laws, as described below,
          and/or other applicable environmental laws, ordinances and regulations
          (collectively, the "Hazardous Materials").

     (b)  Hazardous Materials Laws. The Property and Improvements are in
          ------------------------
          compliance with all laws, ordinances and regulations relating to
          Hazardous Materials ("Hazardous Materials Laws"), including, without
          limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et
                                                                            --
          seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C.
          ---
          Section 1251 et seq.; the Resource Conservation and Recovery Act of
                       -- ---
          1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive
                                                   -- ---
          Environment Response, Compensation and Liability Act of 1980, as
          amended (including the Superfund Amendments and Reauthorization Act of
          1986, "CERCLA"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances
                                                  -- ---
          Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the
                                                          -- ---
          Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651,
          the Emergency Planning and Community Right-to-Know Act of 1986, 42
          U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977,
                               -- ---
          as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water
                                            -- ---
          Act, as amended, 42 U.S.C. Section 300f et seq.; and all comparable
                                                  -- ---
          state and local laws, laws of other jurisdictions or orders and
          regulations (including, without limitation, the Texas Water Code, the
          Texas Health & Safety Code and the Texas Solid Waste Disposal Act).

                                    Page 10


 
     (c)  Hazardous Materials Claims. There are no claims or actions ("Hazardous
          --------------------------
          Materials Claims") pending or threatened against Borrower, the
          Property or Improvements by any governmental entity or agency or by
          any other person or entity relating to Hazardous Materials or pursuant
          to the Hazardous Materials Laws.

7.2  HAZARDOUS MATERIALS COVENANTS. Borrower agrees as follows:
     -----------------------------
     (a)  No Hazardous Activities. Borrower shall not cause or permit the
          -----------------------
          Property or Improvements to be used as a site for the use, generation,
          manufacture, storage, treatment, release, discharge, disposal,
          transportation or presence of any Hazardous Materials.

     (b)  Compliance. Borrower shall comply and cause the Property and
          ----------
          Improvements to comply with all Hazardous Materials Laws.

     (c)  Notices. Borrower shall immediately notify Lender in writing of: (i)
          -------
          the discovery of any Hazardous Materials on, under or about the
          Property and Improvements; (ii) any knowledge by Borrower that the
          Property and Improvements do not comply with any Hazardous Materials
          Laws; and (iii) any Hazardous Materials Claims.

     (d)  Remedial Action. In response to the presence of any Hazardous
          ---------------
          Materials on, under or about the Property or Improvements, Borrower
          shall immediately take, at Borrower's sole expense, all remedial
          action required by any Hazardous Materials Laws or any judgment,
          consent decree, settlement or compromise in respect to any Hazardous
          Materials Claims.

7.3  INSPECTION BY LENDER. Upon reasonable prior notice to Borrower, Lender, its
     --------------------
     employees and agents, may from time to time (whether before or after the
     commencement of a nonjudicial or judicial foreclosure proceeding) enter and
     inspect the Property and Improvements for the purpose of determining the
     existence, location, nature and magnitude of any past or present release or
     threatened release of any Hazardous Materials into, onto, beneath or from
     the Property and Improvements.

7.4  HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY
     -----------------------------
     AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
     SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES,
     LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER
     EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES)
     WHICH LENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE,
     GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL,
     TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT
     THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO LENDER UPON
     DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM
     THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST
     APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE. BORROWER'S DUTY AND
     OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER SHALL SURVIVE:
     (i) THE CANCELLATION OF THE NOTE AND THE RELEASE OR PARTIAL RELEASE OF THE
     LIEN OF THE DEED OF TRUST; (ii) ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE
     UNDER THE DEED OF TRUST, OR TRANSFER OF THE PROPERTY IN LIEU THEREOF; AND
     (iii) THE SATISFACTION OF ALL OF BORROWER'S OBLIGATIONS UNDER THE LOAN
     DOCUMENTS.

7.5  LEGAL EFFECT OF SECTION. Borrower and Lender agree that it is expressly
     -----------------------
     understood that Borrower's duty to indemnify Lender hereunder shall
     survive: (i) any judicial or non-judicial foreclosure under the Deed of
     Trust, or transfer of the Property in lieu thereof; (ii) the release and
     reconveyance or cancellation of the Deed of Trust; and (iii) the
     satisfaction of all of Borrower's obligations under the Loan Documents.


                        ARTICLE 8. COVENANTS OF BORROWER

8.1  EXPENSES. Borrower shall immediately pay Lender upon demand all costs and
     --------
     expenses incurred by Lender in connection with: (a) the preparation of this
     Agreement, all other Loan Documents and Other Related Documents
     contemplated hereby; (b) the administration of this Agreement, the other
     Loan Documents and Other Related Documents for the term of the Loan; and
     (c) the enforcement or satisfaction by Lender of any of Borrower's
     obligations under this Agreement, the other Loan Documents or the Other
     Related Documents. For all purposes of this Agreement, Lender's costs and
     expenses shall include, without limitation, all appraisal fees, cost
     engineering and inspection fees, legal fees and expenses, accounting fees,
     environmental consultant fees, auditor fees, and the cost to Lender of any
     title insurance premiums, title surveys, release and notary fees. Borrower
     recognizes and agrees that formal written appraisals of the Property and
     Improvements by a licensed independent appraiser may be required by 
     Lender's internal procedures and/or federal regulatory reporting
     requirements on an annual and/or specialized basis and that Lender may, at
     its option, require inspection of the Property and Improvements by an
     independent supervising architect and/or cost engineering specialist: (i)
     prior



                                    Page 11

 
       to each advance; (ii) at least once each month during the course of
       construction even though no disbursement is to be made for that month;
       (iii) upon completion of the Improvements; (iv) at least semi-annually
       thereafter; and (v) if such independent architect and/or cost engineering
       specialist services are required, as described above, such expenses shall
       not exceed $1,500.00 per occurrence. If any of the services described
       above are provided by an employee of Lender, Lender's costs and expenses
       for such services shall be calculated in accordance with Lender's
       standard charge for such services.

8.2    ERISA COMPLIANCE. Borrower shall at all times comply with the provisions
       ----------------
       of ERISA with respect to any retirement or other employee benefit plan to
       which it is a party as employer, and as soon as possible after Borrower
       knows, or has reason to know, that any Reportable Event (as defined in
       ERISA) with respect to any such plan of Borrower has occurred, it shall
       furnish to Lender a written statement setting forth details as to such
       Reportable Event and the action, if any, which Borrower proposes to take
       with respect thereto, together with a copy of the notice of such
       Reportable Event furnished to the Pension Benefit Guaranty Corporation.

8.3    LEASING. Borrower shall use its best efforts to maintain all leasable
       -------
       space in the Property leased at no less than fair market rental rates and
       all income derived from said leases shall be adequate to service the
       Loan.

8.4    APPROVAL OF LEASES. All leases of all or any part of the Property and
       ------------------
       Improvements shall: (a) be upon terms and with tenants approved by Lender
       prior to Borrower's execution of any such lease, excluding intercompany
       leases; and (b) include estoppel, subordination, attornment and mortgagee
       protection provisions satisfactory to Lender. All standard lease forms
       and any material deviation from any form, shall be approved by Lender
       prior to execution of any lease using such form.

8.5    SUBDIVISION MAPS. Prior to recording any final map, plat, parcel map, lot
       ----------------
       line adjustment or other subdivision map of any kind covering any portion
       of the Property (collectively, "Subdivision Map"), Borrower shall submit
       such Subdivision Map to Lender for Lender's review and approval, which
       approval shall not be unreasonably withheld. Within ten (10) Business
       Days after Lender's receipt of such Subdivision Map, Lender shall provide
       Borrower written notice if Lender disapproves of said Subdivision Map.
       Lender shall be deemed to have approved the Subdivision Map if such
       notice is not provided to Borrower. Within five (5) Business Days after
       Lender's request, Borrower shall execute, acknowledge and deliver to
       Lender such amendments to the Loan Documents as Lender may reasonably
       require to reflect the change in the legal description of the Property
       resulting from the recordation of any Subdivision Map. In connection with
       and promptly after the recordation of any amendment or other modification
       to the Deed of Trust recorded in connection with such amendments,
       Borrower shall deliver to Lender, at Borrower's sole expense, a title
       endorsement to the Title Policy in form and substance satisfactory to
       Lender insuring the continued first priority lien of the Deed of Trust.
       Subject to the execution and delivery by Borrower of any documents
       required under this Section, Lender shall, if required by applicable law,
       sign any Subdivision Map approved, or deemed to be approved, by Lender
       pursuant to this Section.

8.6    PERMANENT FINANCING. Pursuant to the terms of that certain Permanent
       -------------------
       Financing Commitment letter dated January 13, 2001, Permanent Lender has
       agreed to provide financing to Borrower with respect to the Property and
       Improvements in a principal amount of not more than Twenty Four Million
       Seven Hundred Eighty Thousand and 00/100ths Dollars ($24,780,000.00).
       Provided that on or before the Maturity Date, Borrower shall (i) be in
       compliance with Section entitled First Option to Extend and (ii) be in
                                        ----------------------
       compliance with all of the terms and conditions of the Loan Documents.

8.7    FURTHER ASSURANCES. Upon Lender's request and at Borrower's sole cost and
       ------------------
       expense, Borrower shall execute, acknowledge and deliver any other
       instruments and perform any other acts necessary, desirable or proper, as
       determined by Lender, to carry out the purposes of this Agreement and the
       other Loan Documents or to perfect and preserve any liens created by the
       Loan Documents.

8.8    ASSIGNMENT. Without the prior written consent of Lender, Borrower shall
       ----------
       not assign Borrower's interest under any of the Loan Documents, or in any
       monies due or to become due thereunder, and any assignment without such
       consent shall be void. In this regard, Borrower acknowledges that Lender
       would not make this Loan except in reliance on Borrower's expertise,
       reputation, prior experience in developing and constructing commercial
       real property, Lender's knowledge of Borrower, and Lender's understanding
       that this Agreement is more in the nature of an agreement involving
       personal services than a standard loan where Lender would rely on
       security which already exists.

8.9    MANAGEMENT OF PROPERTY. Without the prior written consent of Lender,
       ----------------------
       Borrower shall not enter into any agreement providing for the management,
       leasing or operation of the Property or Improvements, except for the
       agreement with Prentiss Properties Ltd., Inc. Borrower and Prentiss


                                    Page 12

 
     Properties Ltd., Inc. shall execute any and all documents required by
     Lender to assign the management agreement to Lender, upon execution of the
     management agreement.


                          ARTICLE 9. REPORTING COVENANTS

9.1  FINANCIAL INFORMATION. Borrower shall deliver to Lender each of the
     ---------------------
     following:

     (a) Quarterly Statements. As soon as available, and in any event within
     forty-five (45) days after the end of each quarterly fiscal period (except
     the last) of each fiscal year of AmeriCredit Corp., copies of the
     consolidated balance sheet of AmeriCredit Corp. and its Subsidiaries as of
     the end of such fiscal period, and the related consolidated statements of
     income of AmeriCredit Corp and its Subsidiaries for that quarterly fiscal
     period and for the portion of the fiscal year ending with such period, all
     in reasonable detail, and certified by the treasurer or any other
     authorized officer of AmeriCredit Corp. as being true and correct and as
     having been prepared in accordance with GAAP, subject to year-end audit and
     adjustments;

     (b) Annual Statements. As soon as available and in any event within one
     hundred twenty (120) days after the close of each fiscal year of
     AmeriCredit Corp, copies of the audited consolidated balance sheet of
     AmeriCredit Corp and its Subsidiaries as of the close of such fiscal year,
     and related audited consolidated statements of income, stockholders' equity
     and cash flow of AmeriCredit Corp and its Subsidiaries for such fiscal
     year, all in reasonable detail and accompanied by an opinion thereon (which
     shall not be qualified by reason of any limitation imposed by AmeriCredit
     Corp.) of PricewaterhouseCooper LLP, or of other independent public
     accountants of recognized national standing selected by AmeriCredit Corp.
     and satisfactory to Lender, to the effect that such financial statements
     have been prepared in accordance with GAAP consistently maintained and
     applied (except for changes in which such accountants concur) and that the
     examination of such accounts in connection with such financial statements
     has been made in accordance with generally accepted auditing standards and
     accordingly, includes such tests of the accounting records and such other
     auditing procedures as were considered necessary in the circumstances;

     (c) SEC and Other Reports. Promptly upon their becoming available, one copy
     of each 10K and 10Q Report filed by AmeriCredit Corp. or any of its
     Subsidiaries with any securities exchange or the Securities and Exchange
     Commission or any successor agency, and of any order issued by any
     Governmental Authority in any proceeding to which AmeriCredit Corp. or any
     of its Subsidiaries is a party;

     (d) Quarterly Compliance Certificates, Reports. Each of the financial
     statements delivered by Borrower in Sections (a) and (b) hereof shall be
     accompanied by a current Compliance Certificate which shall be executed by
     the treasurer or any other authorized officer of AmeriCredit Corp, after
     having reviewed the activities of AmeriCredit Corp. during such fiscal
     quarter, and shall state that AmeriCredit Corp and the Borrower have
     observed, performed and fulfilled each and every obligation and covenants
     contained herein, and is not in default under any of the same or, if any
     default shall have occurred, specifying the nature and status thereof;

     (e) Other Information. At any time and from time to time, Borrower shall
     use its best efforts to provide such other information concerning the
     business, properties or financial condition of AmeriCredit Corp and its
     Subsidiaries as Bank shall reasonably request, within ten (10) days of any
     such request.

9.2  FINANCIAL COVENANTS FOR AMERICREDIT CORP.. Borrower shall cause AmeriCredit
     -----------------------------------------
     Corp. to comply with the following financial and reporting requirements as
     follows:

     (a)  Maximum Total Liabilities to Tangible Net Worth of not more than
          1.75x. Tangible Net Worth is defined as Net Worth according to GAAP,
          less Unrealized Gains included in Net Worth, less other capitalized
          intangible assets. Total Liabilities are defined according to GAAP,
          less non-recourse funded debt.

     (b)  Minimum Debt Service Coverage ratio of not less than 2.25x. Debt
          Service Coverage is defined as the ratio of the sum of Earnings Before
          Taxes, plus interest expense, plus depreciation, amortization, and
          other non-cash charges, plus cash distributions from the trusts, less
          non-cash gain on sale income, less non-cash servicing fee income, less
          any other non-cash income, divided by the sum of interest expense plus
          the prior period current portion of long-term debt. The Debt Service
          Coverage ratio will be calculated on a rolling four-quarter basis.

     (c)  Maximum Annualized Net Charge-offs of not more than 8%. Maximum
          Annualized Net Charge-off ratio is defined as (i) monthly charge-offs
          for the servicing portfolio which have occurred during the quarter
          divided by the average aggregate outstanding balance of the servicing
          portfolio during the quarter, divided by (ii) actual number of days in
          the quarter,

 
          times (iii) the actual number of days in the fiscal year. Annualized
          Net Charge-offs will equal "Net Charge-offs as an annualized
          percentage of average managed auto receivables outstanding" in
          AmeriCredit Corp.'s 10-Q's and 10-K's.

     (d)  Maximum Delinquencies of not more than 5%. Maximum Delinquencies ratio
          is defined as (i) the aggregate outstanding balances of all
          receivables included in the servicing portfolio which are delinquent
          receivables on the last day of the quarter divided by (ii) the ending
          aggregate balance of the servicing portfolio during the quarter. The
          Delinquency ratio will be equal to "Delinquent Contracts: Greater than
          60 days" in AmeriCredit Corp.'s 10-Q's and 10-K's

9.3  BOOKS AND RECORDS. Borrower shall maintain complete books of account and
     -----------------
     other records for the Property and Improvements and for disbursement and
     use of the proceeds of the Loan and Borrowers Funds, and the same shall be
     available for inspection and copying by Lender upon reasonable prior
     notice.

9.4  REPORTS. Intentionally omitted.
     -------

9.5  LEASING REPORTS. Intentionally omitted.
     ---------------

9.6  OPERATING STATEMENTS FOR PROPERTY AND IMPROVEMENTS Intentionally omitted.
     --------------------------------------------------


                       ARTICLE 10. DEFAULTS AND REMEDIES

10.1 DEFAULT. The occurrence of any one or more of the following shall
     -------
     constitute an event of default ("Default") under this Agreement and the
     other Loan Documents:

     (a)  Monetary. Borrower's failure to pay when due any sums payable under
          --------
          the Note or any of the other Loan Documents or Borrower's failure to
          deposit any Borrower's Funds as and when required under this
          Agreement; or

     (b)  Performance of Obligations. Borrowers failure to perform any
          --------------------------
          obligation in addition to those set forth in Paragraph (a) of this
          Section under any of the Loan Documents; provided, however, that if a
                                                   --------  -------
          cure period is provided for the remedy of such failure, Borrowers
          failure to perform will not constitute a Default until such date as
          the specified cure period expires; or

     (c)  Construction: Use. (i) There is any material deviation in the work of
          -----------------
          construction from the Plans and Specifications or governmental
          requirements or the appearance or use of defective workmanship or
          materials in constructing the Improvements, and Borrower fails to
          remedy the same to Lender's satisfaction within ten (10) days of
          Lenders written demand to do so; or (ii) there is a cessation of
          construction of the Improvements prior to completion for a continuous
          period of more than fifteen (15) days (except as caused by an event of
          force majeure for which a longer delay may be permitted under Article
          4); or (iii) the construction, sale or leasing of any of the
          Improvements in accordance with the Loan Documents is prohibited,
          enjoined or delayed for a continuous period of more than thirty (30)
          days; or (iv) utilities or other public services necessary for the
          full occupancy and utilization of the Property and Improvements are
          curtailed for a continuous period of more than thirty (30) days; or

     (d)  Liens. Attachment: Condemnation. (i) The recording of any lien
          -------------------------------
          affidavit against the Property or Improvements or the giving to
          Borrower of any notice of unpaid claims for work, material or
          specially fabricated items or of a contractual retainage claim
          relating to the Property or Improvements and the continuance of such
          lien claim or notice without discharge, satisfaction or provision for
          payment being made by Borrower in a manner satisfactory to Lender
          within twenty (20) days after such recording or receipt by Borrower of
          such notice or within five (5) calendar days of Lender's demand to
          cure same, whichever occurs first; or (ii) the condemnation, seizure
          or appropriation of, or occurrence of an uninsured casualty with
          respect to any material portion of the Property or Improvements; or
          (iii) the sequestration or attachment of, or any levy or execution
          upon any of the Property or Improvements, any other collateral
          provided by Borrower under any of the Loan Documents, any monies in
          the Account or in the Borrower's Funds Account. or any substantial
          portion of the other assets of Borrower, which sequestration,
          attachment, levy or execution is not released, expunged or dismissed
          prior to the earlier of thirty (30) days or the sale of the assets
          affected thereby; or

     (e)  Representations and Warranties. (i) The failure of any representation
          ------------------------------
          or warranty of Borrower in any of the Loan Documents and the
          continuation of such failure for more than ten (10) days after written
          notice to Borrower from Lender requesting that Borrower cure such
          failure; or (ii) any material adverse change in the financial
          condition of Borrower or

                                    Page 14

 
          Guarantor or any other person or entity in any manner obligated to
          Lender under the Loan Documents from the financial condition
          represented to Lender as of the Effective Date; or

     (f)  Voluntary Bankruptcy; Insolvency; Dissolution. (i) The filing of a
          ---------------------------------------------
          petition by Borrower for relief under the Bankruptcy Code, or under
          any other present or future state or federal law regarding bankruptcy,
          reorganization or other debtor relief law; (ii) the filing of any
          pleading or an answer by Borrower in any involuntary proceeding under
          the Bankruptcy Code or other debtor relief law which admits the
          jurisdiction of the court or the petition's material allegations
          regarding Borrowers insolvency; (iii) a general assignment by Borrower
          for the benefit of creditors; or (iv) Borrower applying for, or the
          appointment of, a receiver, trustee, custodian or liquidator of
          Borrower or any of its property; or

     (g)  Involuntary Bankruptcy. The failure of Borrower to effect a full
          ----------------------
          dismissal of any involuntary petition under the Bankruptcy Code or
          under any other debtor relief law that is filed against Borrower or in
          any way restrains or limits Borrower or Lender regarding the Loan, the
          Property or the Improvements, prior to the earlier of the entry of any
          court order granting relief sought in such involuntary petition, or
          thirty (30) days after the date of filing of such involuntary
          petition; or

     (h)  Partners; Guarantors. The occurrence of any of the events specified in
          --------------------
          Paragraph (9 or Paragraph (g) of this Section as to any person or
          entity other than Borrower, which is in any manner obligated to Lender
          under the Loan Documents; or

     (i)  Death or Incapacity of Borrower. Intentionally omitted.
          -------------------------------

     (j)  Change In Management or Control. The occurrence of any material
          -------------------------------
          management or organizational change in Borrower or Guarantor, or in
          the partners, venturers or members of Borrower or Guarantor,
          including, without limitation, any partnership, joint venture or
          member dispute which Lender determines, in its sole and absolute
          discretion, shall have a material adverse effect on the Loan, on the
          Property and. Improvements, or on the ability of Borrower or its
          partners, venturers or members to perform their obligations under the
          Loan Documents; or

     (k)  Loss of Priority. The failure at any time of the Deed of Trust to be a
          ----------------
          valid first lien upon the Property and Improvements or any portion
          thereof, other than as a result of any release or partial release of
          the Deed of Trust with respect to all or any portion of the Property
          and Improvements pursuant to the terms and conditions of this
          Agreement; or

     (1)  Hazardous Materials. The discovery of any significant Hazardous
          -------------------
          Materials in, on or about the Property or Improvements subsequent to
          the Effective Date. Any such Hazardous Materials shall be
          "significant" for this purpose if said Hazardous Materials, in
          Lender's sole discretion, have a materially adverse impact on the
          value of the Property and Improvements; or

     (m)  Unsecured Indemnity Agreement. The occurrence of a default under that
          -----------------------------
          certain Hazardous Materials Indemnity Agreement (Unsecured) executed
          by AmeriCredit Financial Services, Inc., a Delaware corporation, as
          Indemnitor, in favor of Lender, of even date herewith.

10.2 ACCELERATION UPON DEFAULT; REMEDIES. Upon the occurrence of any Default
     -----------------------------------
     specified in this Article, Lender may, at its sole option, declare all sums
     owing to Lender under the Note, this Agreement and the other Loan Documents
     immediately due and payable. Upon such acceleration, Lender may, in
     addition to all other remedies permitted under this Agreement and the other
     Loan Documents and at law or equity, apply any sums in the Account and
     Borrower's Funds Account to the sums owing under the Loan Documents and any
     and all obligations of Lender to fund further disbursements under the Loan
     shall terminate.

10.3 DISBURSEMENTS TO THIRD PARTIES. Upon the occurrence of a Default occasioned
     ------------------------------
     by Borrowers failure to pay money to a third party as required by this
     Agreement, Lender may but shall not be obligated to make such payment from
     the Loan proceeds, Borrower's Funds, or other funds of Lender. If such
     payment is made from proceeds of the Loan or from Borrower's Funds,
     Borrower shall immediately deposit with Lender, upon written demand, an
     amount equal to such payment. If such payment is made from funds of Lender,
     Borrower shall immediately repay such funds upon written demand of Lender.
     In either case, the Default with respect to which any such payment has been
     made by Lender shall not be deemed cured until such deposit or repayment
     (as the case may be) has been made by Borrower to Lender.

10.4 LENDER'S COMPLETION OF CONSTRUCTION. Upon the occurrence of a Default,
     -----------------------------------
     Lender may, upon five (5) days prior written notice to Borrower, and with
     or without legal process, take possession of the Property and Improvements,
     remove Borrower and all agents, employees and contractors of Borrower from
     the Property and Improvements, complete the work of construction

                                    Page 15

 
     and market, operate and sell or lease the Property and/or Improvements. For
     this purpose, Borrower irrevocably appoints Lender as its attorney-in-fact,
     which agency is coupled with an interest. As attorney-in-fact, Lender may,
     in Borrowers name, take or omit to take any action Lender may deem
     appropriate, including, without limitation, exercising Borrower's rights
     under the Loan Documents and all contracts concerning the Property and/or
     Improvements.

10.5 LENDER'S CESSATION OF CONSTRUCTION. If Lender determines at any time that
     ----------------------------------
     the Improvements are not being constructed in accordance with the Plans and
     Specifications and all governmental requirements, Lender may immediately
     cause all construction to cease on any of the Improvements affected by the
     condition of nonconformance. Borrower shall thereafter not allow any
     construction work, other than corrective work, to be performed on any of
     the Improvements affected by the condition of nonconformance until such
     time as Lender notifies Borrower in writing that the nonconforming
     condition has been corrected.

10.6 REPAYMENT OF FUNDS ADVANCED. Any funds expended by Lender in the exercise
     ---------------------------
     of its rights or remedies under this Agreement and the other Loan Documents
     shall be payable to Lender upon demand, together with interest at the rate
     applicable to the principal balance of the Note from the date the funds
     were expended.

10.7 RIGHTS CUMULATIVE. NO WAIVER. All Lender's rights and remedies provided in
     ----------------------------
     this Agreement and the other Loan Documents, together with those granted by
     law or at equity, are cumulative and may be exercised by Lender at any
     time. Lender's exercise of any right or remedy shall not constitute a cure
     of any Default unless all sums then due and payable to Lender under the
     Loan Documents are repaid and Borrower has cured all other Defaults. No
     waiver shall be implied from any failure of Lender to take, or any delay by
     Lender in taking, action concerning any Default or failure of condition
     under the Loan Documents, or from any previous waiver of any similar or
     unrelated Default or failure of condition. Any waiver or approval under any
     of the Loan Documents must be in writing and shall be limited to its
     specific terms.


                      ARTICLE 11. MISCELLANEOUS PROVISIONS

11.1 INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
     ---------
     LENDER, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS
     FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS,
     JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT
     LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY INCUR AS A
     DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER
     APPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY
     OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN
     DOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER'S REPRESENTATIONS
     OR WARRANTIES TO BE TRUE AND CORRECT; OR (D) ANY ACT OR OMISSION BY
     BORROWER, ANY CONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY CONTRACTOR,
     SUBCONTRACTOR OR MATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR
     ENTITY WITH RESPECT TO ANY OF THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL
     IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS
     INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES
     UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF
     THE NOTE. BORROWER'S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD
     HARMLESS LENDER SHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE OR
     PARTIAL RELEASE OF THE DEED OF TRUST.

11.2 FORM OF DOCUMENTS. The form and substance of all documents, instruments,
     -----------------
     and forms of evidence to be delivered to Lender under the terms of this
     Agreement and any of the other Loan Documents shall be subject to Lenders
     approval and shall not be modified, superseded or terminated in any respect
     without Lender's prior written approval.

11.3 NO THIRD PARTIES BENEFITED. No person other than Lender and Borrower and
     --------------------------
     their permitted successors and assigns shall have any right of action under
     any of the Loan Documents.

11.4 NOTICES. All notices, demands, or other communications under this Agreement
     -------
     and the other Loan Documents shall be in writing and shall be delivered to
     the appropriate party at the address set forth on the signature page of
     this Agreement and as specified in Exhibit D (subject to change from time
                                        ---------
     to time by written notice to all other parties to this Agreement). All
     communications shall be deemed served upon delivery of same, or if mailed,
     upon the first to occur of receipt or the expiration of three (3) days
     after the deposit in the United States Postal Service mail, postage prepaid
     and addressed to the address of Borrower or Lender at the address
     specified; provided, however, that non-receipt of any communication as the
                --------  -------
     result of any change of address of which the sending party was not notified
     or as the result of a refusal to accept delivery shall be deemed receipt of
     such communication.

                                    Page 16

 
11.5   ATTORNEY-IN-FACT. Borrower hereby irrevocably appoints and authorizes
       ----------------
       Lender, as Borrowers attorney-in-fact, which agency is coupled with an
       interest, to execute and/or record in Lender's or Borrower's name any
       notices, instruments or documents that Lender deems appropriate to
       protect Lender's interest under any of the Loan Documents.

11.6   ACTIONS. Borrower agrees that Lender, in exercising the rights, duties or
       -------
       liabilities of Lender or Borrower under the Loan Documents, may commence,
       appear in or defend any action or proceeding purporting to affect the
       Property, the Improvements. or the Loan Documents and Borrower shall
       immediately reimburse Lender upon demand for all such expenses so
       incurred or paid by Lender, including, without limitation, attorneys'
       fees and expenses and court costs.

11.7   RIGHT OF CONTEST. Borrower may contest in good faith any claim, demand,
       ----------------
       levy or assessment (other than mechanic's and materialmen's lien claims
       which must be handled as specified in that certain Section entitled Liens
                                                                           -----
       and Notices) by any person other than Lender which would constitute a
       -----------
       Default if: (a) Borrower pursues the contest diligently, in a manner
       which Lender determines is not prejudicial to Lender, and does not impair
       the rights of Lender under any of the Loan Documents; and (b) Borrower
       deposits with Lender any funds or other forms of assurance which Lender
       in good faith determines from time to time appropriate to protect Lender
       from the consequences of the contest being unsuccessful. Borrower's
       compliance with this Section shall operate to prevent such claim, demand,
       levy or assessment from becoming a Default.

11.8   RELATIONSHIP OF PARTIES. The relationship of Borrower and Lender under
       -----------------------
       the Loan Documents is, and shall at all times remain, solely that of
       borrower and lender, and Lender neither undertakes nor assumes any
       responsibility or duty to Borrower or to any third party with respect to
       the Property or Improvements, except as expressly provided in this
       Agreement and the other Loan Documents.

11.9   DELAY OUTSIDE LENDER'S CONTROL. Lender shall not be liable in any way to
       ------------------------------
       Borrower or any third party for Lenders failure to perform or delay in
       performing under the Loan Documents (and Lender may suspend or terminate
       all or any portion of Lender's obligations under the Loan Documents) if
       such failure to perform or delay in performing results directly or
       indirectly from, or is based upon, the action, inaction, or purported
       action, of any governmental or local authority, or because of war,
       rebellion, insurrection, strike, lock-out, boycott or blockade (whether
       presently in effect, announced or in the sole judgment of Lender deemed
       probable), or from any Act of God or other cause or event beyond Lender's
       control.

11.10  ATTORNEYS' FEES AND EXPENSES; ENFORCEMENT. If any attorney is engaged by
       -----------------------------------------
       Lender to enforce or defend any provision of this Agreement, any of the
       other Loan Documents or Other Related Documents, or as a consequence of
       any Default under the Loan Documents, with or without the filing of any
       legal action or proceeding, Borrower shall immediately pay to Lender,
       upon demand, the amount of all attorneys' fees and expenses and all costs
       incurred by Lender in connection therewith, together with interest
       thereon from the date of such demand until paid at the rate of interest
       applicable to the principal balance of the Note as specified therein.

11.11  IMMEDIATELY AVAILABLE FUNDS. Unless otherwise expressly provided for in
       ---------------------------
       this Agreement, all amounts payable by Borrower to Lender shall be
       payable only in United States currency, immediately available funds.

11.12  LENDER'S CONSENT. Wherever in this Agreement there is a requirement for
       ----------------
       Lender's consent and/or a document to be provided or an action taken "to
       the satisfaction of Lender", it is understood by such phrase that Lender
       shall exercise its consent, right or judgment in a reasonable manner
       given the specific facts and circumstance applicable at the time.

11.13  LOAN SALES AND PARTICIPATIONS; DISCLOSURE OF INFORMATION. Borrower agrees
       --------------------------------------------------------
       that Lender may elect, at any time, to sell, assign or grant
       participations in all or any portion of its rights and obligations under
       the Loan Documents, and that any such sale, assignment or participation
       may be to one or more financial institutions, private investors, and/or
       other entities, at Lendets sole discretion ("Participant"). Borrower
       further agrees that Lender may disseminate to any such actual or
       potential purchaser(s), assignee(s) or participant(s) all documents and
       information (including, without limitation, all financial information)
       which has been or is hereafter provided to or known to Lender with
       respect to: (a) the Property and Improvements and its operation; (b) any
       party connected with the Loan (including, without limitation, the
       Borrower, any partner of Borrower, any constituent partner or member of
       Borrower, any Guarantor and any Non-Borrower Grantor); and/or (c) any
       lending relationship other than the Loan which Lender may have with any
       party connected with the Loan. In the event of any such sale, assignment
       or participation, Lender and the parties to such transaction shall share
       in the rights and obligations of Lender as set forth in the Loan
       Documents only as and to the extent they agree among themselves. In
       connection with any such sale, assignment or participation, Borrower
       further agrees that the Loan Documents shall be sufficient evidence of
       the obligations of Borrower to each purchaser, assignee, or participant,
       and upon written request by Lender, Borrower shall enter into such
       amendments or modifications to the Loan Documents as may be reasonably
       required in order to evidence any such sale, assignment or participation.
       The indemnity obligations of Borrower under the Loan Documents shall also
       apply with respect to any purchaser, assignee or participant.

                                    Page 17

 
       Anything in this Agreement to the contrary notwithstanding, and without
       the need to comply with any of the formal or procedural requirements of
       this Agreement, including this Section, any lender may at any time and
       from time to time pledge and assign all or any portion of its rights
       under all or any of the Loan Documents to a Federal Reserve Bank;
       provided that no such pledge or assignment shall release such lender from
       its obligations thereunder.

11.14  SIGNS. Lender may place on the Property reasonable signs standard to
       -----
       construction loan transactions stating that construction financing is
       being provided by Lender and any other lenders or participants in the
       Loan.

11.15  LENDERS AGENTS. Lender may designate an agent or independent contractor
       --------------
       to exercise any of Lender's rights under this Agreement and any of the
       other Loan Documents. Any reference to Lender in any of the Loan
       Documents shall include Lenders agents, employees or independent
       contractors. Borrower shall pay the costs of such agent or independent
       contractor either directly to such person or to Lender in reimbursement
       of such costs, as applicable.

11.16  TAX SERVICE. Lender is authorized to secure, at Borrower's expense, a tax
       -----------
       service contract with a third party vendor which shall provide tax
       information on the Property and Improvements satisfactory to Lender.

11.17  ARBITRATION.
       -----------

       (a)  Arbitration. Upon the demand of any party, any dispute shall be
            -----------
            resolved by binding arbitration (except as set forth in Paragraph
            (e) of this Section below) in accordance with the terms of this
            Agreement. A "Dispute" shall mean any action, dispute, claim or
            controversy of any kind, whether in contract or tort, statutory or
            common law, legal or equitable, now existing or hereafter arising
            under or in connection with, or in any way pertaining to, this
            Agreement and each other document, contract and instrument required
            hereby or now or hereafter delivered to Lender in connection
            herewith, or any past, present or future extensions of credit and
            other activities, transactions or obligations of any kind related
            directly or indirectly to any of the foregoing documents, including
            without limitation, any of the foregoing arising in connection with
            the exercise of any self-help, ancillary or other remedies pursuant
            to any of the foregoing documents. Any party may by summary
            proceedings bring an action in court to compel arbitration of a
            Dispute. Any party who fails or refuses to submit to arbitration
            following a lawful demand by any other party shall bear all costs
            and expenses incurred by such other party in compelling arbitration
            of any Dispute.

       (b)  Governing Rules. Arbitration proceedings shall be administered by
            ---------------
            the American Arbitration Association ("AM") or such other
            administrator as the parties shall mutually agree upon in accordance
            with the AAA Commercial Arbitration Rules. All Disputes submitted to
            arbitration shall be resolved in accordance with the Federal
            Arbitration Act (Title 9 of the United States Code), notwithstanding
            any conflicting choice of law provision in any of the foregoing
            documents. The arbitration shall be conducted at a location in Texas
            selected by the AAA or other administrator. If there is any
            inconsistency between the terms hereof and any such rules, the tens
            and procedures set forth herein shall control. All statutes of
            limitation applicable to any Dispute shall apply to any arbitration
            proceeding. All discovery activities shall be expressly limited to
            matters directly relevant to the Dispute being arbitrated. Judgment
            upon any award rendered in an arbitration may be entered in any
            court having jurisdiction; provided however, that nothing contained
            herein shall be deemed to be a waiver by any party that is a bank of
            the protections afforded to it under Section 91 of Title 12 of the
            United States Code or any similar applicable state law.

       (c)  No Waiver; Provisional Remedies. Self-Help and Foreclosure. No
            ----------------------------------------------------------
            provision hereof shall limit the right of any party to exercise 
            self-help remedies such as setoff, foreclosure against or sale of
            any real or personal property collateral or security, or to obtain
            provisional or ancillary remedies, including without limitation,
            injunctive relief, sequestration, attachment, garnishment or the
            appointment of a receiver from a court of competent jurisdiction
            before, after or during the pendency of any arbitration or other
            proceeding. The exercise of any such remedy shall not waive the
            right of any party to compel arbitration hereunder.

       (d)  Arbitrator Qualifications and Powers; Awards. Arbitrators must be
            --------------------------------------------
            active members of the Texas State Bar with expertise in the
            substantive law applicable to the subject matter of the Dispute.
            Arbitrators are empowered to resolve Disputes by summary rulings in
            response to motions filed prior to the final arbitration hearing.
            Arbitrators (i) shall resolve all Disputes in accordance with the
            substantive law of the State of Texas, (ii) may grant any remedy or
            relief that a court of the State of Texas could order or grant
            within the scope hereof and such ancillary relief as is necessary to
            make effective any award, and (iii) shall have the power to award
            recovery of all costs and fees, to impose sanctions and to take such
            other actions as they deem necessary to the same extent a judge
            could pursuant to the Federal Rules of Civil Procedure, the Texas
            Rules of Civil Procedure or other applicable law. Any Dispute in
            which the amount in controversy is $5,000,000 or less shall be
            decided by a single arbitrator who shall not render an award of
            greater than $5.000,000 (including

                                    Page 18

 
            damages, costs, fees and expenses). By submission to a single
            arbitrator, each party expressly waives any right or claim to
            recover more than $5.000,000. Any Dispute in which the amount in
            controversy exceeds $5,000,000 shall be decided by majority vote of
            a panel of three arbitrators: provided however, that all three
            arbitrators must actively participate in all hearings and
            deliberations.

       (e)  Judicial Review. Notwithstanding anything herein to the contrary, in
            ---------------
            any arbitration in which the amount in controversy exceeds
            $25000,000, the arbitrators shall be required to make specific,
            written findings of fact and conclusions of law. In such
            arbitrations (i) the arbitrators shall not have the power to make
            any award which is not supported by substantial evidence or which is
            based on legal error, (ii) an award shall not be binding upon the
            parties unless the findings of fact are supported by substantial
            evidence and the conclusions of law are not erroneous under the
            substantive law of the State of Texas, and (iii) the parties shall
            have in addition to the grounds referred to in the Federal
            Arbitration Act for vacating, modifying or correcting an award the
            right to judicial review of (1) whether the findings of fact
            rendered by the arbitrators are supported by substantial evidence,
            and (2) whether the conclusions of law are erroneous under the
            substantive law of the State of Texas. Judgment confirming an award
            in such a proceeding may be entered only if a court determines the
            award is supported by substantial evidence and not based on legal
            error under the substantive law of the State of Texas.

     (f)    Miscellaneous. To the maximum extent practicable, the AM, the
            -------------
            arbitrators and the parties shall take all action required to
            conclude any arbitration proceeding within 180 days of the filing of
            the Dispute with the AAA. No arbitrator or other party to an
            arbitration proceeding may disclose the existence, content or
            results thereof, except for disclosures of information by a party
            required in the ordinary course of its business, by applicable law
            or regulation, or to the extent necessary to exercise any judicial
            review rights set forth herein. If more than one agreement for
            arbitration by or between the parties potentially applies to a
            Dispute, the arbitration provision most directly related to the
            foregoing documents or the subject matter of the Dispute shall
            control. If any provision of this Agreement shall be held to be
            prohibited by or invalid under applicable law, such provision shall
            be ineffective only to the extent of such prohibition or invalidity,
            without invalidating the remainder of such provision or any
            remaining provisions of this Agreement. This arbitration provision
            shall survive termination, amendment or expiration of any of the
            foregoing documents or any relationship between the parties.

11.18  WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY
       --------------------------------
       EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM. DEMAND. ACTION
       OR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING,
       WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN
       ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE
       PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW
       OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
       EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED
       HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR
       CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER
       SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES
       AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL
       COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE
       OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY
       MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

11.19  SEVERABILITY. If any provision or obligation under this Agreement and the
       ------------
       other Loan Documents shall be determined by a court of competent
       jurisdiction to be invalid, illegal or unenforceable, that provision
       shall be deemed severed from the Loan Documents and the validity,
       legality and enforceability of the remaining provisions or obligations
       shall remain in full force as though the invalid, illegal, or
       unenforceable provision had never been a part of the Loan Documents,
       provided, however, that if the rate of interest or any other amount
       --------  -------
       payable under the Note or this Agreement or any other Loan Document, or
       the right of collectibility therefore, are declared to be or become
       invalid, illegal or unenforceable, Lender's obligations to make advances
       under the Loan Documents shall not be enforceable by Borrower.

11.20  HEIRS; SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
       -----------------------------
       under the terms and conditions of this Agreement, the terms of the Loan
       Documents shall bind and inure to the benefit of the heirs, successors
       and assigns of the parties.

11.21  TIME. Time is of the essence of each and every term of this Agreement.
       ----

11.22  HEADINGS. All article, section or other headings appearing in this
       --------
       Agreement and any of the other Loan Documents are for convenience of
       reference only and shall be disregarded in construing this Agreement and
       any of the other Loan Documents.

                                    Page 19

 
11.23  GOVERNING LAW. This Agreement shall be governed by, and construed and
       -------------
       enforced in accordance with the laws of the State of Texas, except to the
       extent preempted by federal laws. Borrower and all persons and entities
       in any manner obligated to Lender under the Loan Documents consent to the
       jurisdiction of any federal or state court within the State of Texas
       having proper venue and also consent to service of process by any means
       authorized by Texas or federal law.

11.24  INTEREST PROVISIONS.
       -------------------

       (a)  Savings Clause. It is expressly stipulated and agreed to be the
            --------------
            intent of Borrower and Lender at all times to comply strictly with
            the applicable Texas law governing the maximum rate or amount of
            interest payable on the Note or the Related Indebtedness (or
            applicable United States federal law to the extent that it permits
            Lender to contract for, charge, take, reserve or receive a greater
            amount of interest than under Texas law). If the applicable law is
            ever judicially interpreted so as to render usurious any amount (i)
            contracted for, charged, taken, reserved or received pursuant to the
            Note, any of the other Loan Documents or any other communication or
            writing by or between Borrower and Lender related to the transaction
            or transactions that are the subject matter of the Loan Documents,
            (ii) contracted for, charged or received by reason of Lenders
            exercise of the option to accelerate the maturity of the Note and/or
            the Related Indebtedness, or (iii) Borrower will have paid or Lender
            will have received by reason of any voluntary prepayment by Borrower
            of the Note and/or the Related Indebtedness, then it is Borrower's
            and Lenders express intent that all amounts charged in excess of the
            Maximum Lawful Rate shall be automatically cancelled, ab initio, and
            all amounts in excess of the Maximum Lawful Rate theretofore
            collected by Lender shall be credited on the principal balance of
            the Note and/or the Related Indebtedness (or, if the Note and all
            Related Indebtedness have been or would thereby be paid in full,
            refunded to Borrower), and the provisions of the Note and the other
            Loan Documents immediately be deemed reformed and the amounts
            thereafter collectible hereunder and thereunder reduced, without the
            necessity of the execution of any new document, so as to comply with
            the applicable law, but so as to permit the recovery of the fullest
            amount otherwise called for hereunder and thereunder; provided,
            however, if the Note has been paid in full before the end of the
            stated term of the Note, then Borrower and Lender agree that Lender
            shall, with reasonable promptness after Lender discovers or is
            advised by Borrower that interest was received in an amount in
            excess of the Maximum Lawful Rate, either refund such excess
            interest to Borrower and/or credit such excess interest against the
            Note and/or any Related Indebtedness then owing by Borrower to
            Lender. Borrower hereby agrees that as a condition precedent to any
            claim seeking usury penalties against Lender, Borrower will provide
            written notice to Lender, advising Lender in reasonable detail of
            the nature and amount of the violation, and Lender shall have sixty
            (60) days after receipt of such notice in which to correct such
            usury violation, if any, by either refunding such excess interest to
            Borrower or crediting such excess interest against the Note and/or
            the Related Indebtedness then owing by Borrower to Lender. All sums
            contracted for, charged or received by Lender for the use,
            forbearance or detention of any debt evidenced by the Note and/or
            the Related Indebtedness shall, to the extent permitted by
            applicable law, be amortized or spread, using the actuarial method,
            throughout the stated term of the Note and/or the Related
            Indebtedness (including any and all renewal and extension periods)
            until payment in full so that the rate or amount of interest on
            account of the Note and/or the Related Indebtedness does not exceed
            the Maximum Lawful Rate from time to time in effect and applicable
            to the Note and/or the Related Indebtedness for so long as debt is
            outstanding. In no event shall the provisions of Chapter 346 of the
            Texas Finance Code (which regulates certain revolving credit loan
            accounts and revolving triparty accounts) apply to the Note and/or
            the Related indebtedness. Notwithstanding anything to the contrary
            contained herein or in any of the other Loan Documents, it is not
            the intention of Lender to accelerate the maturity of any interest
            that has not accrued at the time of such acceleration or to collect
            unearned interest at the time of such acceleration.

       (b)  Definitions. As used herein, the term "Maximum Lawful Rate" shall
            -----------
            mean the maximum lawful rate of interest which may be contracted
            for, charged, taken, received or reserved by Lender in accordance
            with the applicable laws of the State of Texas (or applicable United
            States federal law to the extent that it permits Lender to contract
            for, charge, take, receive or reserve a greater amount of interest
            than under Texas law), taking into account all Charges (as herein
            defined) made in connection with the transaction evidenced by the
            Note and the other Loan Documents. As used herein, the term
            "Charges" shall mean all fees, charges and/or any other things of
            value, if any, contracted for, charged, received, taken or reserved
            by Lender in connection with the transactions relating to the Note
            and the other Loan Documents, which are treated as interest under
            applicable law. As used herein, the term "Related Indebtedness"
            shall mean any and all debt paid or payable by Borrower to Lender
            pursuant to the Loan Documents or any other communication or writing
            by or between Borrower and Lender related to the transaction or
            transactions that are the subject matter of the Loan Documents,
            except such debt which has been paid or is payable by Borrower to
            Lender under the Note.

                                    Page 20

 
      (c)  Ceiling Election. To the extent that Lender is relying on Chapter 303
           ----------------
           of the Texas Finance Code to determine the Maximum Lawful Rate
           payable on the Note and/or the Related Indebtedness, Lender will
           utilize the weekly ceiling from time to time in effect as provided in
           such Chapter 303. as amended. To the extent United States federal law
           permits Lender to contract for, charge, take, receive or reserve a
           greater amount of interest than under Texas law, Lender will rely on
           United States federal law instead of such Chapter 303 for the purpose
           of determining the Maximum Lawful Rate. Additionally, to the extent
           permitted by applicable law now or hereafter in effect, Lender may,
           at its option and from time to time, utilize any other method of
           establishing the Maximum Lawful Rate under such Chapter 303 or under
           other applicable law by giving notice, if required, to Borrower as
           provided by applicable law now or hereafter in effect.

11.25 JOINT AND SEVERAL LIABILITY. The liability of all persons and entities
      ---------------------------
      obligated in any manner under this Agreement and any of the Loan Documents
      shall be joint and several.

11.26 COUNTERPARTS. To facilitate execution, this document may be executed in as
      ------------
      many counterparts as may be convenient or required. It shall not be
      necessary that the signature of, or on behalf of, each party, or that the
      signature of all persons required to bind any party, appear on each
      counterpart. All counterparts shall collectively constitute a single
      document. It shall not be necessary in making proof of this document to
      produce or account for more than a single counterpart containing the
      respective signatures of, or on behalf of, each of the parties hereto. Any
      signature or acknowledgment page to any counterpart may be detached from
      such counterpart without impairing the legal effect of the signatures
      thereon and thereafter attached to another counterpart identical thereto
      except having attached to it additional signature pages.

11.27 WAIVER OF CONSUMER RIGHTS. BORROWER HEREBY WAIVES BORROWER'S RIGHTS UNDER
      -------------------------
      THE PROVISIONS OF CHAPTER 17, SUBCHAPTER E, SECTION 17.41 THROUGH 17.63
      INCLUSIVE OF THE TEXAS BUSINESS AND COMMERCE CODE, GENERALLY KNOWN AS THE
      "DECEPTIVE TRADE PRACTICES-CONSUMER PROTECTION ACT," A LAW THAT GIVES
      CONSUMERS SPECIAL RIGHTS AND PROTECTIONS. AFTER CONSULTATION WITH AN
      ATTORNEY OF BORROWER'S OWN SELECTION, BORROWER VOLUNTARILY CONSENTS TO
      THIS WAIVER. IT IS THE INTENT OF LENDER AND BORROWER THAT THE RIGHTS AND
      REMEDIES WITH RESPECT TO THIS TRANSACTION SHALL BE GOVERNED BY LEGAL
      PRINCIPLES OTHER THAN THE TEXAS DECEPTIVE TRADE PRACTICES-CONSUMER
      PROTECTION ACT. THE WAIVER SET FORTH HEREIN SHALL EXPRESSLY SURVIVE THE
      TERMINATION OF THE REFERENCED TRANSACTION. BORROWER REPRESENTS AND
      WARRANTS TO LENDER THAT BORROWER (i) IS A BUSINESS CONSUMER, (ii) HAS
      KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE
      BORROWER TO EVALUATE THE MERITS AND RISKS OF THE SUBJECT TRANSACTION,
      (iii) IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION WITH RESPECT
      TO THE SUBJECT TRANSACTION, AND (iv) HAS BEEN REPRESENTED BY INDEPENDENT
      LEGAL COUNSEL (WHO WAS NOT, DIRECTLY OR INDIRECTLY, IDENTIFIED, SUGGESTED
      OR SELECTED BY LENDER OR LENDER'S AGENTS) IN CONNECTION WITH THE
      REFERENCED TRANSACTION.

11.28 INTEGRATION; INTERPRETATION. THIS LOAN AGREEMENT AND THE OTHER LOAN
      ---------------------------
      DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
      AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
      THE PARTIES. THIS INSTRUMENT MAY BE AMENDED ONLY BY AN INSTRUMENT IN
      WRITING EXECUTED BY THE PARTIES HERETO. Any reference in any of the Loan
      Documents to the Property or Improvements shall include all or any part of
      the Property or Improvements. Any reference to the Loan Documents includes
      any amendments, renewals or extensions now or hereafter approved by Lender
      in writing.

                                    Page 21

 
IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of the
date appearing on the first page of this Agreement.

              "LENDER"

WELLS FARGO BANK, NATIONAL ASSOCIATION

By:
   ---------------------------------------------

Title:
      ------------------------------------------

Lander's Address
----------------
Real Estate Group (AU #05496)
2030 Main Street, Suite 800
Irvine, CA 92614

Attn: Deborah M. Cooley


NOTICE OF INDEMNIFICATION:
--------------------------

BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT CONTAINS CERTAIN
INDEMNIFICATION PROVISIONS PURSUANT TO THOSE CERTAIN SECTIONS ENTITLED HAZARDOUS
                                                                       ---------
MATERIALS INDEMNITY AND INDEMNITY HEREOF.
-------------------     ---------

               "BORROWER"

ACF Investment Corp., a Delaware corporation

By:
   -------------------------------------------------------
   Preston A. Miller. Executive Vice President and Treasurer

Borrower's Address
------------------
801 Cherry Street, Suite 3900
Fort Worth. TX 76102

Attn: Preston Miller

                                    Page 22

 
                                                                       EXHIBIT A

                            DESCRIPTION OF PROPERTY

Exhibit A to CONSTRUCTION LOAN AGREEMENT between ACF Investment Corp., a
---------
Delaware corporation, as "Borrower", and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as "Lender", dated as of June 29, 2001.

                                    Page 23

 
                                                                       EXHIBIT A
--------------------------------------------------------------------------------

                                    Page 24

 
                                                                       EXHIBIT B
--------------------------------------------------------------------------------


                                    DOCUMENTS


Exhibit B to CONSTRUCTION LOAN AGREEMENT between ACF Investment Corp., a
---------
Delaware corporation, as "Borrower", and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as "Lender", dated as of June 29, 2001 ("Agreement").

1.   Loan Documents. The documents listed below, numbered 1.1 through 1.14,
     --------------
     inclusive, and amendments, modifications and supplements thereto which have
     received the prior written consent of Lender, together with any documents
     executed in the future that are approved by Lender and that recite that
     they are "Loan Documents" for purposes of this Agreement are collectively
     referred to herein as the Loan Documents.

     1.1  This Agreement.

     1.2  The Promissory Note of even date herewith in the original principal
          amount of the Loan made by Borrower payable to the order of Lender.

     1.3  The Construction Deed of Trust with Absolute Assignment of Leases and
          Rents, Security Agreement and Fixture Filing of even date herewith
          executed by ACF Investment Corp., a Delaware corporation, as Grantor,
          to Stephen C. Melton, as Trustee, for the benefit of Lender, as
          Beneficiary.

     1.4  Uniform Commercial Code - Financing Statement - Form UCC-1, dated June
          29, 2001, executed by ACF Investment Corp., a Delaware corporation as
          Debtor and Lender as Secured Party.

     1.5  Corporate Borrowing Resolution of even date herewith certified by the
          Secretary of ACF Investment Corp..

     1.6  Corporate Resolution Authorizing Execution of Guaranty and Endorsement
          and Hypothecation of Property of even date herewith certified by the
          Secretary of AmeriCredit Financial Services, Inc..

     1.7  Corporate Resolution Authorizing Execution of Guaranty and Endorsement
          and Hypothecation of Property of even date herewith certified by the
          Secretary of AmeriCredit Corp..

     1.8  Assignment of Construction Agreements of even date herewith executed
          by Borrower and Contractor in favor of Lender.

     1.9  Assignment of Construction Agreements of even date herewith executed
          by Borrower and Contractor in favor of Lender.

     1.10 Assignment of Construction Agreements of even date herewith executed
          by Borrower and Contractor in favor of Lender.

     1.11 Assignment of Architectural Agreements and Plans and Specifications of
          even date herewith executed by Borrower, Architect and Engineer in
          favor of Lender.

     1.12 Subordination Agreement of even date herewith executed by Hensel
          Phelps Construction Co. in favor of Lender.

     1.13 Subordination Agreement of even date herewith executed by R.J. Miller
          & Associates in favor of Lender.

     1.14 Subordination Agreement of even date herewith executed by North Haven
          Gardens/Valley Crest in favor of Lender.

2.   Other Related Documents (Which Are Not Loan Documents)
     -----------------------------------------------------

     2.1  Completion Guaranty of even date herewith executed by AmeriCredit
          Financial Services, Inc., a Delaware corporation, as Guarantor in
          favor of Lender.

     2.2  Completion Guaranty of even date herewith executed by AmeriCredit
          Financial Services, Inc., a Delaware corporation, as Guarantor in
          favor of Lender.

     2.3  Completion Guaranty of even date herewith executed by ____________
          ____________________________, as Guarantor in favor of Lender.

     2.4  Repayment Guaranty of even date herewith executed by AmeriCredit
          Financial Services, Inc., a Delaware corporation, as Guarantor in
          favor of Lender.

                                    Page 25

 
                                                                       EXHIBIT B
--------------------------------------------------------------------------------

     2.5  Repayment Guaranty of even date herewith executed by AmeriCredit 
          Corp., a Texas corporation, as Guarantor in favor of Lender.

     2.6  Funds Transfer Agreement for Disbursement of Loan Proceeds dated June
          29, 2001, executed by and between Borrower and Wells Fargo Bank,
          National Association.

     2.7  Agreement For Disbursement Prior To Recording And Amendment To Note of
          even date herewith executed by and between Borrower and Lender.

     2.8  Unsecured Hazardous Materials Indemnity Agreement dated June 29, 2001
          executed by and between AmeriCredit Financial Services, Inc., a
          Delaware corporation, as Indemnitor and Lender.

     2.9  Signature Authorization Form

                                    Page 26

 
                                                                       EXHIBIT C
--------------------------------------------------------------------------------

                         FINANCIAL REQUIREMENT ANALYSIS

Exhibit C to CONSTRUCTION LOAN AGREEMENT between ACF Investment Corp., a
---------
Delaware corporation, as "Borrower", and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as "Lender", dated as of June 29, 200l.

The Financial Requirement Analysis set forth herein represents an analysis of
the total costs necessary in Borrower's estimation to perform Borrowers
obligations under the Loan Documents. Column A, "Total Costs", sets forth
Borrower's representation of the maximum costs for each Item specified in Column
A. Column B, "Costs Paid By Borrower", sets forth Borrower's representation of
costs that Borrower has paid or has caused to be paid from other sources of
funds for each Item specified in Column B. Column C, "Costs To Be Paid By
Borrower", sets forth Borrowers representation of costs that Borrower will pay
or will cause to be paid from other sources of funds for each Item specified in
Column C. Column D, "Disbursement Budget", sets forth the portion of the Loan
and Borrower's Funds which has been allocated for each Item specified in Column
D and will be disbursed pursuant to the terms, covenants, conditions and
provisions of Exhibit D of this Agreement and the Loan Documents. Unless
              ---------
specified otherwise, all reference to Columns or Items in this Agreement refer
to Columns or Items in this Exhibit C.
                            ---------

                                    Page 27

 
                                                                       EXHIBIT C
--------------------------------------------------------------------------------

                                    Page 28

 
                                                                       EXHIBIT D
--------------------------------------------------------------------------------


                                    DISBURSEMENT PLAN



Exhibit D to CONSTRUCTION LOAN AGREEMENT between ACF investment Corp., a
---------
Delaware corporation, as "Borrower", and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as "Lender", dated as of June 29, 2001.


1.   Timing of Disbursement. Unless another provision of this Agreement
     ----------------------
     specifies otherwise, on or about the twenty fifth (25th) day of each month,
     or at such other times as Lender may approve or determine more appropriate,
     Borrower shall submit to:

                      Wells Fargo Bank, National Association
                      Disbursement and Operations Center
                      2120 East Park Place, Suite 100
                      El Segundo, CA 90245
                      Attention: Denise Johnson

     a written itemized statement, signed by Borrower ("Application for
     Payment") setting forth:

     1.1  Prior to the Disbursement by Lender of any funds from the Disbursement
          Budget, with the exception of the disbursement of Lender's fees (loan
          and underwriting fees, appraisal, costing and environmental fees),
          title and escrow expenses, as noted on Exhibit C, Borrower shall
          provide an itemized listing and backup, as required by Lender, as to
          the equity required to be paid into the Project Improvements, also
          described on Exhibit C, column B.

     1.2  Prior to the Disbursement by Lender of any funds from the Disbursement
          Budget, Borrower shall monthly provide Lender with a detailed
          spreadsheet in addition to copies of invoices and checks or any other
          documents satisfactory to Lender, certifying as to the payment by
          Borrower of Borrowers Funds in the minimum amount of $221,250.00 each
          month for a total of 8 months or until the maximum amount of
          $l,000,000.00 has been contributed by Borrower for Construction Costs
          of Improvements. Upon receipt of Borrowers monthly draw request,
          Lender shall disburse, upon Lenders approval, funds in excess of the
          $221,250.00 minimum per month from the Disbursement Budget.

     1.3  a description of the work performed, material supplied and/or costs
          incurred or due for which disbursement is requested with respect to
          any line item ("Item") shown in Column D ("Disbursement Budget") of
          the Financial Requirement Analysis attached as Exhibit C to this
                                                         ---------
          Agreement; and

     1.4  the total amount incurred, expended and/or due for each requested Item
          less prior disbursements.

     1.5  Each Application for Payment by Borrower shall constitute a
          representation and warranty by Borrower that Borrower is in compliance
          with all the conditions precedent to a disbursement specified in this
          Agreement.


2.   Lender's Right to Condition Disbursements. Lender shall have the right to
     -----------------------------------------
     condition any disbursement upon Lender's receipt and approval of the
     following:

     2.1  the Application for Payment and an itemized requisition for payment of
          Items 2 through 10 shown in the Disbursement Budget ("Hard Costs");

     2.2  bills, invoices, documents of title, vouchers, statements, payroll
          records, receipts and any other documents evidencing the total amount
          expended, incurred or due for any requested Items;

     2.3  evidence of Borrowers use of a lien release, joint check and voucher
          system acceptable to Lender for payments or disbursements to any
          contractor, subcontractor, materialman, supplier or lien claimant;

     2.4  architects, inspector's and/or engineers periodic certifications of
          the construction that has been completed and its conformance to the
          Plans and Specifications and governmental requirements based upon any
          such architect's, inspector's and/or engineer's periodic physical
          inspections of the Property and Improvements;

     2.5  waivers and releases of any mechanics' lien, equitable lien claim or
          other lien claim rights;

                                    Page 29

 
                                                                       EXHIBIT D
--------------------------------------------------------------------------------

     2.6  evidence of Borrower's compliance with the provisions of the Articles
          and Sections of this Agreement entitled Construction and
                                                  ------------
          Authority/Enforceability;
          ------------------------

     2.7  a written release executed by any surety to whom Lender has issued or
          will issue a set aside letter and/or any public entity or agency which
          is a beneficiary under any instrument of credit or standby letter of
          credit which Lender has issued or will issue with respect to the Loan;

     2.8  valid, recorded Affidavit of Commencement and Affidavit of Completion
          for the Improvements or any portions of the Improvements for which an
          Affidavit of Commencement and Affidavit of Completion may be recorded
          under applicable law and within the applicable time as herein
          provided;

     2.9  Certificate of Substantial Completion from the Architect and Engineer,
          if any, prior to the final retention disbursement of Hard Costs, as
          applicable;

     2.10 evidence satisfactory to Lender that the Permanent Lender, if any, has
          approved the completed Improvements and that all conditions precedent
          to the initial funding of the permanent financing, if any, have been
          satisfied prior to the final retention disbursement of Hard Costs, as
          applicable;

     2.11 any other document, requirement, evidence or information that Lender
          may request under any provision of the Loan Documents;

     2.12 in the event that any Application for Payment includes the cost of
          materials stored on the Property ("Onsite Materials"), such
          Application for Payment shall include each of the following: (a)
          evidence that the Onsite Materials have been purchased by Borrower;
          (b) evidence that the Onsite Materials are insured as required
          hereunder; and (c) evidence that the Onsite Materials are stored in an
          area on the Property for which adequate security is provided against
          theft and vandalism.

     2.13 Lender shall have received a Down-Date Endorsement or other title
          report dated within five (5) days of the requested disbursement from
          the Title Company showing no state of facts objectionable to Lender
          (including, without limitation, a showing that title to the Property
          is vested in Borrower and that no claim for mechanics' or
          materialmen's liens has been filed against the Property or
          Improvements).

     2.14 Lender shall require both conditional lien waivers and unconditional
          lien waivers from all general contractors and subcontractors.

Borrower acknowledges that this approval process may result in disbursement
delays and Borrower hereby consents to all such delays.

3.   Periodic Disbursement of Construction Costs, Site Work Costs and Offsite
     ------------------------------------------------------------------------
     Costs. As construction progresses, the portion of the Disbursement Budget
     -----
     initially totalling $15,383,203.00 shall be periodically disbursed into the
     Account or to or for the benefit or account of the Borrower for the
     Construction Costs, Site Work Costs and Offsite Costs Items up to ninety
     percent (90%) of the maximum amount allocated for such Item less prior
     disbursements. The remaining ten percent (10%) ("Retention") shall be
     disbursed into the Account or to or for the benefit or account of the
     Borrower upon the later to occur of (i) thirty (30) days after the filing
     of the Affidavit of Completion herein contemplated if same is filed within
     ten (10) days after completion of construction of the Improvements in
     accordance with the Plans and Specifications and governmental requirements,
     or (ii) if such Affidavit of Completion is not filed within ten (10) days
     after completion of construction of the Improvements in accordance with the
     Plans and Specifications and governmental requirements, then upon the date
     of filing such Affidavit of Completion.

     The disbursements outlined above are specifically conditioned upon receipt
     and approval by Lender of a construction contract and plans and
     specifications concerning the construction of the Improvements.

4.   Periodic Disbursement of Tenant Improvement Costs. The portion of the
     -------------------------------------------------
     Disbursement Budget initially totalling $2,750,000.00 shall be periodically
     disbursed into the Account or to or for the benefit or account of the
     Borrower for Tenant Improvements up to ninety percent (90%) of the maximum
     amount allocated for such Item less prior disbursements. The remaining ten
     percent (10%) ("Retention") shall be disbursed into the Account or to or
     for the benefit or account of the Borrower upon completion of the Tenant
     Improvements in accordance with the Plans and Specifications.

     The disbursements outlined above are specifically conditioned upon receipt
     and approval by Lender of a construction contract and plans and
     specifications concerning the construction of the Improvements.

5.   Periodic Disbursement of Landscaping and Irrigation Costs. The portion of
     ---------------------------------------------------------
     the Disbursement Budget initially totalling $720,000.00 shall be
     periodically disbursed into the Account or to or for the benefit or account
     of the Borrower for Landscaping and Irrigation costs.

     The disbursements outlined above are specifically conditioned upon receipt
     and approval by Lender of a construction contract and plans and
     specifications concerning the construction of the Improvements.

                                    Page 30

 
                                                                       EXHIBIT D
--------------------------------------------------------------------------------

6.   Periodic Disbursement of Architect and Engineering. The portion of the
     --------------------------------------------------
     Disbursement Budget initially totalling $1,887,783.00, shall be
     periodically disbursed into the Account or to or for the benefit or account
     of the Borrower for the payment of Architect and Engineering Fees.

7.   Periodic Disbursement of Government Fees. The portion of the Disbursement
     ----------------------------------------
     Budget initially totalling $40,000.00, shall be periodically disbursed into
     the Account or to or for the benefit or account of the Borrower for the
     payment of Government Fees.

8.   Periodic Disbursement of Other Construction Hard Costs. The portion of the
     ------------------------------------------------------
     Disbursement Budget initially totalling $38,739.00, shall be periodically
     disbursed into the Account or to or for the benefit or account of Borrower
     for Other Hard Cost Items up to the maximum amount allocated for any
     requested Item less prior disbursements.

9.   Periodic Disbursement of Communications Costs. The portion of the
     ---------------------------------------------
     Disbursement Budget initially totalling $1,300,000.00, shall be
     periodically disbursed into the Account or to or for the benefit or account
     of Borrower for Communications Cost Items up to the maximum amount
     allocated for any requested Item less prior disbursements.

10.  Periodic Disbursement of Security Costs. The portion of the Disbursement
     ---------------------------------------
     Budget initially totalling $200,000.00, shall be periodically disbursed
     into the Account or to or for the benefit or account of Borrower for
     Security Cost Items up to the maximum amount allocated for any requested
     Item less prior disbursements.

11.  Periodic Disbursement of Construction Loan Fee. The portion of the
     ----------------------------------------------
     Disbursement Budget initially totalling $116,850.00, shall be disbursed
     directly to Lender for Borrowers credit on the Effective Date.

12.  Periodic Disbursement of Underwriting and Documentation Preparation Fee.
     -----------------------------------------------------------------------
     The portion of the Disbursement Budget initially totalling $60,760.00,
     shall be disbursed directly to Lender for Borrowers credit on the Effective
     Date.

13.  Periodic Disbursement of Title, Recording, Escrow Expense and Flood
     -------------------------------------------------------------------
     Certification Fee. The portion of the Disbursement Budget initially
     -----------------
     totalling $193,000.00, shall be periodically disbursed into the Account or
     to or for the benefit or account of the Borrower for the payment of Title,
     Recording, Escrow Expenses and Flood Certification Fee.

14.  Periodic Disbursement of Legal and Accounting Fees. The portion of the
     --------------------------------------------------
     Disbursement Budget initially totalling $125,000.00, shall be periodically
     disbursed into the Account or to or for the benefit or account of the
     Borrower for the payment of Legal and Accounting Fees.

15.  Periodic Disbursement of Testing and Inspection Fees. The portion of the
     ----------------------------------------------------
     Disbursement Budget initially totalling $124,500.00, shall be periodically
     disbursed into the Account or to or for the benefit or account of the
     Borrower for the payment of Testing and Inspection Fees.

16.  Periodic Disbursement of Legal, Appraisal, Costing, Inspection and Flood
     ------------------------------------------------------------------------
     Certification Fees. The portion of the Disbursement Budget initially
     ------------------
     totalling $10,165.00 shall be periodically disbursed directly to Lender for
     the payment of Legal, Appraisal, Costing, inspection and Flood
     Certification Fees incurred in connection with the Loan. Lender is hereby
     authorized to charge the Loan and Borrower's Funds Account directly for
     such fees as they become due. Lender shall provide Borrower with statements
     for all fees incurred. Depletion of funds in this category shall not
     release Borrower from any of Borrowers obligations under the Loan
     Documents, including but not limited to paying fees incurred in connection
     with the Loan pursuant to that certain Section of this Agreement entitled
     Expenses and depositing Borrower's Funds with Lender pursuant to 
     --------
     Section 3.1 (b) of this Agreement.

17.  Periodic Disbursement of Consultants Fees. The portion of the Disbursement
     -----------------------------------------
     Budget initially totalling $60,000.00, shall be periodically disbursed into
     the Account or to or for the benefit or account of the Borrower for the
     Consultants Fees up to the maximum amount allocated for any requested Item
     less prior disbursements.

18.  Disbursement of Construction Holdbacks. The portion of the Disbursement
     --------------------------------------
     Budget initially totalling $1,770,000.00, shall be disbursed into the
     Account or to or for the benefit or account of the Borrower for the
     Construction Holdbacks upon the satisfaction of the requirements set out in
     Section entitled First Option to Extend.
                      ----------------------

                                    Page 31

 
                                                                       EXHIBIT E
--------------------------------------------------------------------------------

                           AFFIDAVIT OF COMMENCEMENT

Exhibit E to CONSTRUCTION LOAN AGREEMENT between ACF Investment Corp., a
---------
Delaware corporation, as "Borrower", and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as "Lender", dated as of June 29, 200l.

BEFORE ME, the undersigned authority, on this day personally appeared __________
______________________________________ , the ___________________________________
______________ of _________________________________________ , a ________________
_________________________________________________ ("Owner") and ________________
_______________________________________ , the __________________________________
________________ of ______________________________________ ("Contractor"), known
to me to be the persons (collectively, "Affiants") whose names are subscribed
below, and who, being by me first duly sworn, did each on his or her oath state
as follows:

1.   Owner. The name and address of Owner are:
     -----
            ________________________________________________
            ________________________________________________
            ________________________________________________
            ________________________________________________

2.   Contractor. The name and address of Contractor are:
     ----------
            ________________________________________________
            ________________________________________________
            ________________________________________________
            ________________________________________________

3.   Original Contractors. The name and address of each original contractor
     --------------------
     (other than Contractor) with Owner, presently known, after diligent
     inquiry, to the Affrants, Owner or Contractor, that is furnishing, or will
     furnish, labor, service, or materials (including specifically fabricated
     materials), for the construction of the Improvements, and the nature of
     such labor, service or materials (including specifically fabricated
     materials), are as stated on Exhibit B attached hereto and incorporated
                                  ---------
     herein by reference for all purposes.

4.   Property. the owner of the real property (the "Land") situated in Tarrant
     --------
     County, Texas, more particularly described as follows:

     See Exhibit A attached hereto and incorporated herein by reference for all
         ---------
     purposes.

5.   Commencement Date. Work, as contemplated by Texas Property Code
     -----------------
     (S)53.124(c)(4), on the Improvements actually commenced on ___________,
     ________ at approximately _____________ o'clock __.m.

6.   Improvements. The improvements ("Improvements"), which are being, or will
     ------------
     be, constructed on the Land are generally described as ___________________,
     constructed on the lot(s) or parcel(s) constituting all or a portion of the
     Land.

7.   Affidavit. This Affidavit of Commencement has been jointly made by Owner
     ---------
     and Contractor by and through an authorized representative of each, the
     same being the Affiants, and may be recorded by any person with the County
     Clerk of the county in which the Land is located, whereupon it shall be
     deemed to have been jointly filed by Owner and Contractor.

     DATED __________________,__________.

                                        AFFIANTS:
                             
                                        ---------------------------------------
                                        Print Name:
                                                   ----------------------------
                                        who is an authorized representative of
                                        Owner
                             

                                        ---------------------------------------
                                        Print Name:
                                                   ----------------------------
                                        who is an authorized representative of
                                        Contractor

                                    Page 32

 
                                                                       EXHIBIT E
--------------------------------------------------------------------------------

STATE OF TEXAS
                                         SS.
COUNTY OF ____________________           

SUBSCRIBED AND SWORN BEFORE ME by ______________________________________________
______________ on this the __ day of ___________, ____.

SEAL                                              ______________________________
My Commission Expires:                            Notary Public - State of Texas

______________________                            ______________________________
                                                  Printed Name of Notary Public



STATE OF TEXAS
                                         SS. 
COUNTY OF ____________________           

SUBSCRIBED AND SWORN BEFORE ME by ______________________________________________
______________ on this the __ day of ___________, ____.

SEAL                                              ______________________________
My Commission Expires:                            Notary Public - State of Texas

______________________                            ______________________________
                                                  Printed Name of Notary Public

                                    Page 33

 
                                                                       EXHIBIT F
--------------------------------------------------------------------------------


                            AFFIDAVIT OF COMPLETION

Exhibit F to CONSTRUCTION LOAN AGREEMENT between ACF Investment Corp., a
---------
Delaware corporation, as "Borrower", and WELLS FARGO BANK, NATIONAL ASSOCIATION,
as "Lender", dated as of June 29, 200l.

BEFORE ME, the undersigned authority, on this day personally appeared __________
___________________________ ("Affiant"), the ___________________________________
____________ of ____________________________________________ ("Owner"), known to
me to be the person whose name is subscribed below, and who, being by me first 
duly sworn, did on his oath state as follows:

1.   Owner. The name and address of Owner are:
     -----
            ______________________________________________________
            ______________________________________________________
            ______________________________________________________
            ______________________________________________________

2.   The Contractor. name and address of the original contractor ("Contractor")
     -------------
     are:
            ______________________________________________________
            ______________________________________________________
            ______________________________________________________
            ______________________________________________________

3.   Improvements. Certain improvements ("Improvements") were furnished under an
     ------------
     original contract ("Contract") between Owner and Contractor, which
     Improvements are generally described on Exhibit B attached hereto and
                                             ---------
     incorporated herein by reference for all purposes.

4.   Real Property. Owner is the owner of the real property ("Real Property")
     -------------
     situated in Tarrant County, Texas, on which the Improvements were
     constructed and are located, which Real Property is more particularly
     described as follows:

     See Exhibit A attached hereto and incorporated herein by reference for all
         ---------
     purposes.

5.   Completion. The Improvements under the Contract between Owner and
     ----------
     Contractor have been completed within the meaning of Texas Property Code
     (S)53.106(e), and the date of such completion was _______________, ______ 
     ("Date of Completion").

6.   Affidavit. This Affidavit of Completion has been jointly made by Owner and
     ---------
     Contractor by and through an authorized representative of each, the same
     being the Affiants, and may be recorded by any person with the County Clerk
     of the county in which the Land is located, whereupon it shall be deemed to
     have been jointly filed by Owner and Contractor.


            NOTICE:  A CLAIMANT MAY NOT HAVE A LIEN ON RETAINED FUNDS UNLESS THE
                     CLAIMANT FILES THE AFFIDAVIT CLAIMING A LIEN NOT LATER THAN
                     THE 30TH DAY AFTER THE DATE OF COMPLETION.

DATED ___________,_________.

                              AFFIANTS:


                              -------------------------------------------------
                              Print Name:
                                         --------------------------------------
                              who is an authorized representative of Owner


                              -------------------------------------------------
                              Print Name:
                                         --------------------------------------
                              who is an authorized representative of Contractor

                                    Page 34

 
                                                                       EXHIBIT F
--------------------------------------------------------------------------------

STATE OF TEXAS
                                      SS.
COUNTY OF _____________________


SUBSCRIBED AND SWORN BEFORE ME by ______________________________________________
_______________ on this the ____ day of _________________,_________.

SEAL                                              ______________________________
My Commission Expires:                            Notary Public - State of Texas

_______________________                           ______________________________
                                                  Printed Name of Notary Public

STATE OF TEXAS
                                      SS.
COUNTY OF _____________________

SUBSCRIBED AND SWORN BEFORE ME by ______________________________________________
________________ on this the ______ day of ______________,________.

SEAL                                              ______________________________
My Commission Expires:                            Notary Public - State of Texas

_______________________                           ______________________________
                                                  Printed Name of Notary Public

                                    Page 35

 
TABLE OF CONTENTS ----------------- ARTICLE 1. DEFINITIONS ................................................................. 1 1.1 Defined Terms ............................................................... 1 1.2 Exhibits Incorporated ....................................................... 3 ARTICLE 2 LOAN ........................................................................ 3 2.1 Loan ........................................................................ 3 2.2 Loan Fee .................................................................... 3 2.3 Underwriting And Documentation Fee .......................................... 3 2.4 Loan Documents .............................................................. 3 2.5 Effective Date .............................................................. 3 2.6 Maturity Date ............................................................... 3 2.7 Credit for Principal Payments ............................................... 3 2.8 Appraisal Requirement ....................................................... 4 2.9 Appraisal Requirement ....................................................... 4 2.10 Full Repayment and Release of Lien .......................................... 4 2.11 First Option To Extend ...................................................... 4 ARTICLE 3. DISBURSEMENT ................................................................ 5 3.1 Conditions Precedent ........................................................ 5 3.2 Account, Pledge and Assignment, and Disbursement Authorization .............. 5 3.3 Borrower's Funds Account, Pledge and Assignment ............................. 6 3.4 Loan Disbursements .......................................................... 6 ARTICLE 4. CONSTRUCTION 6 4.1 Commencement Of Construction ................................................ 6 4.2 Completion of Construction .................................................. 6 4.3 Force Majeure ............................................................... 6 4.4 Construction Agreement ...................................................... 6 4.5 Architect's Agreement ....................................................... 6 4.6 Plans and Specifications .................................................... 6 (a) Changes; Lender Consent ............................................... 6 (b) Changes; Submission Requirements ...................................... 7 (c) Consent Process ....................................................... 7 (d) Final Plans and Specifications ........................................ 7 4.7 Contractor/Construction Information ......................................... 7 4.8 Prohibited Contracts ........................................................ 7 4.9 Liens and Notices ........................................................... 7 4.10 Construction Responsibilities ............................................... 7 4.11 Assessments and Community Facilities Districts .............................. 8 4.12 Delay ....................................................................... 8 4.13 Inspections ................................................................. 8 4.14 Surveys ..................................................................... 8 4.15 Bonds ....................................................................... 8 ARTICLE 5. INSURANCE ................................................................... 8 5.1 Title Insurance ............................................................. 8 5.2 Property Insurance .......................................................... 8 5.3 Flood Hazard Insurance ...................................................... 9 5.4 Liability Insurance ......................................................... 9 5.5 General ..................................................................... 9 ARTICLE 6. REPRESENTATIONS AND WARRANTIES .............................................. 9 6.1 Authority/Enforceability .................................................... 9 6.2 Binding Obligations ......................................................... 9 6.3 Formation and Organizational Documents ...................................... 9 6.4 No Violation ................................................................ 9 6.5 Compliance with Laws ........................................................ 9 6.6 Litigation .................................................................. 9 6.7 Financial Condition ......................................................... 9 6.8 No Material Adverse Change .................................................. 9 6.9 Loan Proceeds and Adequacy .................................................. 10 6.10 Accuracy .................................................................... 10 6.11 Tax Liability ............................................................... 10 6.12 Utilities ................................................................... 10 6.13 Compliance .................................................................. 10 6.14 Americans with Disabilities Act Compliance .................................. 10 6.15 Business Loan ............................................................... 10 ---------------------------------------------------------------------------------------------------
i ARTICLE 7. HAZARDOUS MATERIALS ........................................................ 10 7.1 Special Representations and Warranties ..................................... 10 (a) Hazardous Materials .................................................. 10 (b) Hazardous Materials Laws ............................................. 10 (c) Hazardous Materials Claims ........................................... 10 7.2 Hazardous Materials Covenants .............................................. 11 (a) No Hazardous Activities .............................................. 11 (b) Compliance ........................................................... 11 (c) Notices .............................................................. 11 (d) Remedial Action ...................................................... 11 7.3 Inspection by Lender ....................................................... 11 7.4 Hazardous Materials Indemnity .............................................. 11 7.5 Legal Effect of Section .................................................... 11 ARTICLE 8. COVENANTS OF BORROWER ...................................................... 11 8.1 Expenses ................................................................... 11 8.2 ERISA Compliance ........................................................... 12 8.3 Leasing .................................................................... 12 8.4 Approval of Leases ......................................................... 12 8.5 Subdivision Maps ........................................................... 12 8.6 Permanent Financing ........................................................ 12 8.7 Further Assurances ......................................................... 12 8.8 Assignment ................................................................. 12 8.9 Management of Property ..................................................... 12 ARTICLE 9. REPORTING COVENANTS ........................................................ 13 9.1 Financial Information ...................................................... 13 9.2 Financial Covenants For Americredit Corp ................................... 13 9.3 Books and Records .......................................................... 14 9.4 Reports .................................................................... 14 9.5 Leasing Reports ............................................................ 14 9.6 Operating Statements for Property and Improvements ......................... 14 ARTICLE 10. DEFAULTS AND REMEDIES ...................................................... 14 10.1 Default .................................................................... 14 (a) Monetary ............................................................. 14 (b) Performance of Obligations ........................................... 14 (c) Construction; Use .................................................... 14 (d) Liens, Attachment: Condemnation ...................................... 14 (e) Representations and Warranties ....................................... 14 (r) Voluntary Bankruptcy; Insolvency; Dissolution ........................ 15 (g) Involuntary Bankruptcy ............................................... 15 (h) Partners; Guarantors ................................................. 15 (i) Death or Incapacity of Borrower ...................................... 15 (j) Change in Management or Control ...................................... 15 (k) Loss of Priority ..................................................... 15 (1) Hazardous Materials .................................................. 15 (m) Unsecured Indemnity Agreement ........................................ 15 10.2 Acceleration Upon Default; Remedies ........................................ 15 10.3 Disbursements to Third Parties ............................................. 15 10.4 Lenders Completion of Construction ......................................... 15 10.5 Lender's Cessation of Construction ......................................... 16 10.6 Repayment of Funds Advanced ................................................ 16 10.7 Rights Cumulative, No Waiver ............................................... 16 ARTICLE 11. MISCELLANEOUS PROVISIONS ................................................... 16 11.1 Indemnity .................................................................. 16 11.2 Form of Documents .......................................................... 16 11.3 No Third Parties Benefited ................................................. 16 11.4 Notices .................................................................... 16 11.5 Attorney-in-Fact ........................................................... 16 11.6 Actions .................................................................... 17 11.7 Right of Contest ........................................................... 17 11.8 Relationship of Parties .................................................... 17 11.9 Delay Outside Lender's Control ............................................. 17 11.10 Attorneys' Fees and Expenses; Enforcement .................................. 17 11.11 Immediately Available Funds ................................................ 17 11.12 Lender's Consent ........................................................... 17 11.13 Loan Sales and Participations; Disclosure of Information ................... 17 11.14 Signs ...................................................................... 18 11.15 Lender's Agents ............................................................ 18 ---------------------------------------------------------------------------------------------------
ii 11.16 Tax Service ................................................................. 18 11.17 Arbitration ................................................................. 18 (a) Arbitration ........................................................... 18 (b) Governing Rules ....................................................... 18 (c) No Waiver: Provisional Remedies, Self-Help and Foreclosure ............ 18 (d) Arbitrator Qualifications and Powers; Awards .......................... 18 (e) Judicial Review ....................................................... 19 (f) Miscellaneous ......................................................... 19 11.18 Waiver of Right to Trial by Jury ............................................ 19 11.19 Severability ................................................................ 19 11.20 Heirs, Successors and Assigns ............................................... 19 11.21 Time ........................................................................ 19 11.22 Headings .................................................................... 19 11.23 Governing Law ............................................................... 19 11.24 Interest Provisions ......................................................... 20 (a) Savings Clause ........................................................ 20 (b) Definitions ........................................................... 20 (c) Ceiling Elections ..................................................... 20 11.25 Joint and Several Liability ................................................. 21 11.26 Counterparts ................................................................ 21 11.27 Waiver of Consumer Rights ................................................... 21 11.28 Integration; Interpretation ................................................. 21 EXHIBIT A Property Description ........................................................ 23 EXHIBIT B Documents ................................................................... 25 EXHIBIT C Financial Requirement Analysis .............................................. 27 EXHIBIT D Disbursement Plan ........................................................... 29 EXHIBIT E Affidavit of Commencement ................................................... 32 EXHIBIT F Affidavit of Completion ..................................................... 34 --------------------------------------------------------------------------------------------------
iii