Common use of CONDITIONS PRECEDENT TO EACH ADVANCE Clause in Contracts

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an Advance on any date is subject to the conditions precedent that on the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Section

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that with respect to any Delayed Drawdown Collateral Asset, the condition described in clause (c) below must only be satisfied at the time of acquisition of such Collateral Asset but not upon subsequent Advances with respect thereto; provided further, that, 100% of any unfunded portion of a Delayed Drawdown Collateral Asset then owned by the Borrower must be deposited in the Delayed Drawdown Reserve Account to the extent required under Section 8.04: (a) the Administrative Agent shall have received a Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and representing the conditions precedent that for such Advance have been met or will have been met on the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided delivered in accordance with Section 2.3(c) hereof2.03; (iib) All immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test and the OC Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Authority as set forth Borrower, the Investment Advisor and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (d) and no Default or Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (e) the Reinvestment Period shall not have terminated; (f) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred;the aggregate amounts on deposit in the Principal Collection Account constituting Principal Proceeds; and (ivg) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability solely with respect to the Authority first Advance relating to the purchase of this Collateral Assets pursuant to the Sale Agreement and solely to the extent not previously delivered, legal opinions (addressed to each of the Secured Parties) of counsel to the Borrower, covering matters concerning the “true sale” of the Collateral Assets and the creation and perfection of a security interest pursuant to the Sale Agreement, have been received by the Bank Note and the Indenture, Administrative Agent in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionAdministrative Agent in its reasonable discretion.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or waiver) of the following conditions; provided that the conditions precedent described in clauses (a), (d) and (e) (other than a Default or Event of Default described in Section 6.01(j)) below need not be satisfied if the proceeds of the Advance are used to fund Unfunded Amounts that on are then required to be funded pursuant to the date terms of such Advancethe Related Documents relating to Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower, or to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, with respect to an Advance that will be used to acquire Collateral Loans, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Collateral Manager and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default, Event of Default, Potential Collateral Manager Event of Default or Collateral Manager Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect shall have occurredthe Reinvestment Period has not terminated; (ivg) The Lender shall have received after giving effect to any Advance of an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAvailable Currency not denominated in Dollars, the Bank Note and Foreign Currency Advance Amount shall not exceed the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038Non-G has been duly completed by the Authority and signed by the AuthorityDollar Sublimit; and (viih) The Commitment and after giving effect to such Advance, the obligation Dollar Equivalent of the Lender to make an Advance hereunder aggregate outstanding principal balance of the Advances shall not have terminated pursuant exceed an amount equal to Section 9.2 hereof or pursuant to Sectionthe Dollar Equivalent of the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Banks to make an each Advance on any date after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Banks shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and on the date a Use of Proceeds Letter; (d) Each of the proposed Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (except e) With respect to any Advance relating to any Acquisition or the extent formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received such representation documents and instruments relating to such Acquisition or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as formation of such earlier datenew Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) and no Default or Event of Default No event shall have occurred and no condition shall exist which, in the judgment of the Majority Banks, has had or may be continuing; (iii) No Material expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementbusiness, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation assets or financial condition of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof Borrower or pursuant to Sectionany of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance, including the initial Advance on any date hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct in all material respects as though made on (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the date of such Request for Advance and on the date application of the proposed Advance (except to proceeds of the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingAdvance; (iiib) No Material Adverse Change or Material Adverse Operational Effect Since August 2, 2008, there shall have occurredbeen no change that has had or would be reasonably expected to have a Materially Adverse Effect; (ivc) The Lender There shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementafter giving effect thereto, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authoritya Default; and (viid) The Commitment Administrative Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Lender Administrative Agent or Lenders may reasonably request and all other conditions to make the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.3 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not have terminated pursuant to satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.3(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance, including the initial Advance on any date hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Banks for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct in all material respects as though made on (without duplication of any materiality qualifier contained therein) at such time, both before and after giving effect to the date of such Request for Advance and on the date application of the proposed Advance (except to proceeds of the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingAdvance; (iiib) No Material Adverse Change or Material Adverse Operational Effect Since February 2, 2008, there shall have occurredbeen no change that has had or could be reasonably expected to have a Materially Adverse Effect; (ivc) The Lender There shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementafter giving effect thereto, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authoritya Default; and (viid) The Commitment Administrative Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Lender Administrative Agent or Lenders may reasonably request and all other conditions to make the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not have terminated pursuant to satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation Each Lender shall only be obliged to contribute to an Advance if the following further conditions are met: (a) as part of the Lender to make Drawdown Notice for an Advance on any date is subject to the conditions precedent Agent has received a confirmation of the relevant Borrower stating that on the date of such Advanceon: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on both the Authorized Representative Certificate as provided date thereof and the Drawdown Date, the Repeated Representations and Warranties are correct in Section 2.3(c) hereofall material respects; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on both the date of such Request for Advance thereof and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier dateDrawdown Date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have (and (in case of an Advance other than a Rollover Advance) no event which with the giving of notice or lapse of time or the making of any determination under the Finance Documents or any combination of any of the foregoing would constitute such an Event of Default) has occurred and be continuingis continuing unwaived or unremedied or would result from the making of such Advance; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred;both the date thereof and the Drawdown Date, such Borrower is not and following the Advance will not be in breach of its borrowing limits; and (iv) The Lender shall have received an opinion of Bond Counsel dated the date next Covenant Test Date, to the best of such Advance Borrower’s knowledge and addressed belief, such Borrower shall be in compliance with the financial covenants set out in Clause 18.5 (Financial Covenants) and, for the avoidance of doubt, such Borrower shall be permitted to include any proceeds drawn under the Lender as to the exclusion Facility in its calculation. (b) other than in respect of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementa Rollover Advance, the Bank Note and the Indenture, in form and substance relevant Borrower has furnished evidence satisfactory to the Lender;Agent that it has Minimum Liquidity (excluding any principal amounts outstanding under the Facility) in an aggregate amount of Euro 300,000,000. (vc) The Lender shall have received in case an executed Supplemental Tax Certificate; Additional Guarantor has acceded hereto according to Clause 19.6 (vi) The Lender shall have Additional Guarantors), the Agent has received evidence satisfactory that an IRS Form 8038-G has the further conditions precedent as set forth in Schedule 4 (Further Conditions Precedent) have been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectioncomplied with.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default, Event of Default, Potential Servicer Event of Default or Servicer Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Foreign Currency Advance Amount shall not exceed the Non-Dollar Sublimit; and (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) an amount equal to the Dollar Equivalent of the Maximum Facility Amount and (y) an amount equal to the Dollar Equivalent of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation making of each Advance (including the Lender initial Advance) by the Lenders to make an Advance on any date is the Borrower shall be subject to the further conditions precedent that on each Borrowing Date, each of the following shall be true and correct on such Borrowing Date, and, with respect to such Advance, both before (except with respect to clauses (f) and (g) below) and after giving effect to such Advance: (a) The representations and warranties contained in Article IV are correct in all material respects on and as of such date as though made on and as of such date (except (i) for those representations and warranties which are specifically made only as of a specific date, which such representations and warranties shall be correct in all material respects on and as of the date made and (ii) in the case of any Advance after the date of the initial Advance, the representation and warranty made in Section 4.02(i)(i)) and the Borrower and the Servicer are in compliance in all material respects with the covenants set forth in Article V as of such date; (b) The Aggregate Principal Balance at such time is less than or equal to the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base; (c) The Overconcentration Amount shall be zero; (d) No event has occurred, or would result from such Advance which constitutes an Event of Termination, an Early Amortization Event, a Servicer Termination Event, an Incipient Event of Termination or an event that but for notice or lapse of time or both would constitute an Early Amortization Event; (e) If, at such time, a Purchase is then being made under the Receivables Sale Agreement, each of the conditions precedent set forth in Section 3.02 and Section 3.03 of the Receivables Sale Agreement shall have been met or waived to the satisfaction of the Administrative Agents; (f) After giving effect to such Advance, the amount then held in the Reserve Account shall be not less than the Minimum Reserve Amount; and (g) The Borrower shall have procured Eligible Hedge Agreements with Eligible Hedge Counterparties in an amount not less than the Aggregate Principal Balance after giving affect to such Advance. Each delivery of a Borrowing Notice to the Program Agent and the Administrative Agents, and the acceptance by the Borrower of the Advance, shall constitute a representation and warranty by the Borrower that, as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance , both immediately before (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to clauses (f) and (g) above) and after giving effect thereto and the Authority application of this Agreementthe proceeds thereof, the Bank Note statements in the foregoing clauses (a) through (g) above are true and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectioncorrect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent and the Lenders shall have received a certificate of the Borrower stating that there is no default or event of default, and no event or condition exists which could give rise to any put right or other right of prepayment under, any of the agreements evidencing Indebtedness for Money Borrowed of the Borrower or any of its Subsidiaries, both before and after giving effect to the proposed Advance of the Loans hereunder. (c) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and on the date a Use of Proceeds Letter; (d) Each of the proposed Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Lender may reasonably request; (except e) With respect to any Advance relating to any Acquisition or the extent formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such representation documents and instruments relating to such Acquisition or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as formation of such earlier datenew Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) and no Default or Event of Default No event shall have occurred and no condition shall exist which, in the judgment of the Majority Lenders, has had or may be continuing; (iii) No Material expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementbusiness, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation assets or financial condition of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof Borrower or pursuant to Sectionany of its Subsidiaries.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Effective Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (a) (i) The all of the representations and warranties of the Company under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) the Administrative Agent shall have received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Request duly executed Swingline Loan Notice for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereofSwingline Loans; (iic) All representations and warranties the incumbency of the Authority as set forth in Article VII hereof Authorized Signatories shall be true and correct as stated in all material respects as though made the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Effective Date or as subsequently modified and reflected in a certificate of such Request for Advance and on the date of the proposed Advance (except incumbency delivered to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true Administrative Agent and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingthe Lenders having a Revolving Loan Commitment; (iiid) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority[reserved]; and (viie) The Commitment and the obligation if such Advance consists of the Lender to make an Advance hereunder Alternative Currency, there shall not have terminated pursuant occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance to Section 9.2 hereof or pursuant to Sectionbe denominated in such Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance on any date is (including the initial Advance) shall be subject to the following conditions precedent that on precedent: (a) the Funding Date shall occur no later than December 31, 2012; (b) to the extent Borrower selects Fixed Rate for a proposed Advance, Borrower shall have notified Lender of its selection in writing at least three (3) days prior to the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereofproposed borrowing; (iic) All each of the representations and warranties of the Authority as set forth contained in Article VII hereof IV shall be true and correct, in all material respects (except to the extent that any representation and warranty that is qualified by materiality or Material Adverse Effect, then such representation and warranty shall be true and correct in all material respects respects), on the Closing Date and as though made on of the date of such Request for Advance and as if made on the such date of the proposed Advance (except to the extent any that such representation or warranty representations and warranties specifically relates refer to an earlier date, then such representation or warranty in which case they shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iiid) No Material Adverse Change or Material Adverse Operational Effect no event shall have occurred, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default; (ive) The Lender Borrower shall not have received an opinion provided notice of Bond Counsel dated termination of the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the LenderFacility; (vf) The Lender shall have received an executed Supplemental Tax Certificateprior to and after giving effect to such Advance, there is no Excess Amount; (vig) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by prior to and after giving effect to such Advance, the Authority Asset Coverage is greater than or equal to 300%; (h) prior to and signed by the Authorityafter giving effect to such Advance, no Margin Deficiency exists; and (viii) The Commitment the absence of any action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. Each borrowing shall be deemed to be a representation and warranty by Borrower that the obligation conditions specified in Section 3.01 (solely for the initial Advance) and Section 3.02, as applicable, have been satisfied on and as of the Lender to make date of the making of an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionAdvance.

CONDITIONS PRECEDENT TO EACH ADVANCE. (Other than a Certain Funds Advance). The obligation of the Lender Lenders to make an each Advance (other than a Certain Funds Advance) on any date or after the Effective Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (a) (i) The all of the representations and warranties of the Company under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) the Administrative Agent shall have received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Request duly executed Swingline Loan Notice for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereofSwingline Loans; (iic) All representations and warranties the incumbency of the Authority as set forth in Article VII hereof Authorized Signatories shall be true and correct as stated in all material respects as though made the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Effective Date or as subsequently modified and reflected in a certificate of such Request for Advance and on the date of the proposed Advance (except incumbency delivered to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true Administrative Agent and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingthe Lenders having a Revolving Loan Commitment; (iiid) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority[reserved]; and (viie) The Commitment and the obligation if such Advance consists of the Lender to make an Advance hereunder Alternative Currency, there shall not have terminated pursuant occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance to Section 9.2 hereof or pursuant to Sectionbe denominated in such Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an any Advance on any date is shall be subject to the following further conditions precedent that precedent: (a) each of the representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct on and as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (, except to the extent any that such representation or warranty representations and warranties specifically relates refer to an earlier date, then such representation or warranty in which case they shall be true and correct as of such earlier date; (b) no event or condition shall have resulted in a continuing, or would be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect; (c) a Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) each Lender and each Agent shall have received a certificate of a Responsible Officer of each Borrower dated the date of such Advance certifying that after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) no Default or Default, Event of Default Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (iiif) No Material Adverse Change or Material Adverse Operational Effect the Collateral Requirement shall have occurredbeen satisfied in all respects; (ivg) The Lender the LTV Level after giving effect to the proposed Advances shall not exceed the Initial LTV Level; (h) substantially all of each Borrower’s assets (other than any Shares held in accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Collateral and substantially all of each Borrower’s liabilities are those created under the Margin Loan Documentation; and (i) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such ▇▇▇▇▇▇▇▇, dated as of the date of such Advance, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by a Borrower of a Borrowing Notice which is acknowledged and agreed to by the other Borrower. The borrowing of an opinion of Bond Counsel dated Advance shall be deemed to constitute a representation and warranty by Borrowers on the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, matters specified in form and substance satisfactory to the Lender; (vSection 4.02(a) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to through Section 9.2 hereof or pursuant to Section4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Investment Advisor and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Investment Advisor and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or warranty a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) and without regard to the materiality standard set forth in this clause (d); (e) no Default or Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect the Reinvestment Period shall not have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityterminated; and (viig) The Commitment and immediately after giving effect to any Advance of an Available Currency not denominated in Dollars, the obligation Foreign Currency Advance Amount shall not exceed the Non-Dollar Sublimit; and (h) immediately after giving effect to such Advance, the Dollar Equivalent of the Lender to make an Advance hereunder aggregate outstanding principal balance of the Advances shall not have terminated pursuant exceed an amount equal to Section 9.2 hereof or pursuant to Sectionthe Dollar Equivalent of the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Agreement Date which increases the principal amount of the Loans outstanding is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) The Administrative Agent shall have received a duly executed Request for Advance and on the date of the proposed Advance (except which shall contain evidence satisfactory to the extent any such representation or warranty specifically relates to an earlier dateAdministrative Agent that the Borrower is, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indentureafter giving effect thereto, in form compliance with Sections 7.8, 7.9, 7.10, 7.11 and substance satisfactory to the Lender7.12 hereof; (vc) The Lender Each of the Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an executed Supplemental Tax CertificateAcquisition) or other documents as the Administrative Agent or any Lender may reasonably request; (vid) The Lender With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority such documents and signed by the Authorityinstruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and (viie) The Commitment No Materially Adverse Effect shall have occurred and no event shall have occurred which, in the obligation reasonable opinion of the Lender Required Lenders, may be expected to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiona Materially Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, either (x) the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or (y) the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (i) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an any Advance on any date hereunder is subject to the fulfillment of each of the following conditions precedent immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrowers under this Agreement, which, pursuant to Section 4.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that on effect signed by an Authorized Signatory of the Borrowers and dated the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iib) All representations and warranties The incumbency of the Authority as set forth in Article VII hereof Authorized Signatories shall be true and correct as stated in all material respects as though made on the date certificate of such Request for Advance and on incumbency contained in the date certificate of the proposed Advance (except Borrowers delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true Administrative Agent and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingthe Lenders; (iiic) No Material Adverse Change or Material Adverse Operational Effect There shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed to the Lender as to the exclusion after giving effect thereto, a Default or an Event of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityDefault hereunder; and (viid) The Commitment In the case of any Revolving Loan Advance, receipt by the Administrative Agent of satisfactory evidence that, after borrowing any such Revolving Loan Advance, the Borrowers and the obligation Lenders shall be in full compliance with Regulations T, U and X of the Lender Board, including evidence that the sum of the aggregate principal amount of the outstanding Loans plus the Letter of Credit Obligations will not exceed an amount equal to make an the sum of (a) 100% of the current fair market value of all Collateral (other than Collateral constituting Margin Stock) plus (b) 50% of the current market value of all Collateral constituting Margin Stock. The Borrowers hereby agree that the delivery of any Request for Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not have terminated pursuant to Section 9.2 hereof exist, on the date of the making of the Advance and after giving effect thereto, a Default or pursuant to Sectionan Event of Default hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance, including the initial Advance on any date hereunder (but excluding Advances, the proceeds of which are to reimburse the Swing Bank for Swing Loans, the Administrative Agent for Agent Advances or the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent unless any such representation or warranty specifically relates is qualified as to an earlier datemateriality, then in which case such representation or and warranty shall be true and correct as in all respects) at such time, both before and after giving effect to the application of such earlier date) and no Default or Event the proceeds of Default shall have occurred and be continuingthe Advance; (iiib) No Material Adverse Change The incumbency of the Authorized Signatories of each Borrower shall be as stated in the certificate of incumbency contained in the certificate of such Borrower delivered pursuant to Section 4.1(a) or Material Adverse Operational Effect shall have occurredas subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (ivc) The Lender most recent Borrowing Base Certificate which shall have received an opinion been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of Bond Counsel dated such Advance, no Overadvance shall exist; (d) Since December 31, 2008, there has occurred no event which has had or could reasonably be expected to have a Materially Adverse Effect; (e) There shall not exist on the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementafter giving effect thereto, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authoritya Default; and (viif) The Commitment Administrative Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Lender Administrative Agent or Lenders may reasonably request and all other conditions to make the making of such Advance which are set forth in this Agreement shall have been fulfilled. Each Borrower hereby agrees that the delivery, including any deemed delivery, of any Request for Advance hereunder or any request for an Advance hereunder shall by telephone shall, in each case, be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not have terminated pursuant to satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an any Advance on any date hereunder is subject to the following conditions precedent that on being satisfied, fulfilled or otherwise met to the date satisfaction of the Lender at the time such AdvanceAdvance is requested and made: (ia) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of made by the Authority as set forth Credit Parties in Article VII hereof the Credit Documents or which are contained in any certificate furnished at any time under or in connection herewith, or therewith, shall be true and correct in all material respects on and as though made on of the date of such Request for Advance as if made on and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such date, except for representations and warranties expressly stated to relate to a specific earlier date; (b) and no Default or Event of Default shall have occurred and be continuingcontinuing on such date or after giving effect to such Advance and the Lender has received a certificate of a senior financial officer of the Borrower so certifying to the Lender; (iiic) No immediately after giving effect to the making of any such Advance (and the application of the proceeds thereof), the aggregate sum of the Advances shall not exceed the Commitment Amount; (d) there shall not exist any litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or any of its Subsidiaries, or any Mining Property, which has had or could be expected to have, a Material Adverse Change Effect, or which could be expected to affect the legality, validity or enforceability of this Agreement or any other Credit Document, that has not been settled, dismissed, vacated, discharged or terminated; (e) no Material Adverse Operational Effect shall have occurredoccurred and the Lender has not become aware of any facts which, in the Lender’s opinion, could have a Material Adverse Effect; (ivf) The Lender shall have received delivery of an opinion of Bond Counsel dated the date of such Advance and addressed irrevocable direction to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability pay with respect to the Authority Advance; (g) all fees (including the Structuring Fee) and all other costs and expenses and other amounts then payable under any of the Credit Documents have been paid in full; (h) delivery of a solvency certificate from the chief financial officer or the chief executive officer of the Borrower in the form of Exhibit D, certifying that none of the Credit Parties (i) is legally prohibited or restricted from entering into and performing its obligations under the Credit Documents to which it is a party, (ii) is unable to pay its debts as they become due in the ordinary course of business, (iii) will be rendered insolvent by virtue of any Advance to be made hereunder, (iv) will be left with an unreasonably small amount of capital or (v) has incurred Debt which cannot be satisfied on a timely basis; (i) delivery of a certificate of an officer of the Borrower certifying that all necessary Authorizations relating to the development and operation of the Mining Properties have been obtained and none have been rescinded, cancelled or otherwise terminated in any respect; (j) the Lender shall have reviewed and approved the use of proceeds from the Advance, as such use of proceeds has been specified by the Borrower in the Borrowing Notice; (k) all conditions set forth in Section 2.4, Section 2.5 and this AgreementSection 6.2 shall have been, and shall remain, satisfied to the Bank Note satisfaction of the Lender in its sole discretion and the IndentureBorrower’s delivery of a Borrowing Notice shall constitute the Borrower’s representation and warranty that all such conditions precedent have been, and remain, satisfied); (l) each Advance shall be in an amount not less than $*[REDACTED]; (m) no Advance shall be requested or proposed to be made later than *[REDACTED]; (n) receipt by the Lender of the following documents, each in full force and effect, and in form and substance satisfactory to the Lender;: (vA) The Lender shall have received an a Borrowing Notice requesting such Advance duly executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityBorrower; and (viiB) The Commitment and the obligation certificate of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof status or pursuant to Sectionother similar type of evidence for each Credit Party from all Relevant Jurisdictions.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) subject to Section 2.02, (i) The Lender the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance or (ii) the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test will be satisfied and each Class Minimum OC Coverage Test will be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof shall be the Facility Documents is true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty shall be representations and warranties are true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances does not exceed an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) subject to Section 2.02, (i) The Lender the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance or (ii) the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test will be satisfied and each Class Minimum OC Coverage Test will be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof shall be the Facility Documents is true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty shall be representations and warranties are true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect shall have occurredthe Reinvestment Period has not terminated; (ivg) The Lender shall have received after giving effect to any Advance of an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAvailable Currency not denominated in Dollars, the Bank Note and Dollar Equivalent of the Indenture, aggregate principal amount of all Advances denominated in form and substance satisfactory to an Available Currency other than Dollars shall not exceed the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038Non-G has been duly completed by the Authority and signed by the AuthorityDollar Sublimit; and (viih) The Commitment and after giving effect to such Advance, the obligation Dollar Equivalent of the Lender aggregate outstanding principal balance of the Advances does not exceed an amount equal to make an the Dollar Equivalent of the Maximum Facility Amount. (i) with respect to each Immediate Advance hereunder made on or after the First Amendment Effective Date, after giving effect to such Immediate Advance, the aggregate principal amount of all Immediate Advances made within the prior 30 days (or such shorter period as the Administrative Agent may agree) shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionexceed the Immediate Advance Sublimit.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an any Advance on any date is shall be subject to the following further conditions precedent that precedent: (a) each of the representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct on and as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (, except to the extent any that such representation or warranty representations and warranties specifically relates refer to an earlier date, then such representation or warranty in which case they shall be true and correct as of such earlier date; (b) no event or condition shall have resulted in a continuing, or would be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect; (c) a Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) each Lender and each Agent shall have received a certificate of a Responsible Officer of each Borrower dated the date of such Advance certifying that after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) no Default or Default, Event of Default Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (iiif) No Material Adverse Change or Material Adverse Operational Effect the Collateral Requirement shall have occurredbeen satisfied in all respects; (ivg) The Lender the LTV Level after giving effect to the proposed Advances shall not exceed the Initial LTV Level; (h) substantially all of each Borrower’s assets (other than any Shares held in accounts of such Borrower (other than the Collateral Accounts) which the Lenders have agreed are no longer Collateral) are comprised of the Collateral and substantially all of each Borrower’s liabilities are those created under the Margin Loan Documentation; and (i) Administrative Agent shall have received from each Borrower a certificate from a Responsible Officer of such Borrower, dated as of the date of such Advance, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by a Borrower of a Borrowing Notice which is acknowledged and agreed to by the other Borrower. The borrowing of an opinion of Bond Counsel dated Advance shall be deemed to constitute a representation and warranty by Borrowers on the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, matters specified in form and substance satisfactory to the Lender; (vSection 4.02(a) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to through Section 9.2 hereof or pursuant to Section4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect the Reinvestment Period shall not have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityterminated; and (viig) The Commitment and after giving effect to such Advance, the obligation aggregate outstanding principal balance of the Lender to make an Advance hereunder Advances shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionexceed the Maximum Facility Amount. USActive 54953942.1755479929.4-82-

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make available its Ratable Share of an Advance on any date is the occasion of such Advance (including the Advance made on the Initial Funding Date) shall be subject to the following further conditions precedent that on the date of such Advanceprecedent: (ia) The Lender Borrower shall have received delivered a Request for Advance executed by an Authorized Representative set forth on Notice of Borrowing in accordance with the Authorized Representative Certificate as provided in Section 2.3(c) requirements hereof;. (iib) All Each of the representations and warranties of the Authority as set forth contained in Article VII hereof IV shall be true and correct in all material respects on the on and as though made on of the date of such Request for Advance as if made on such date. (c) No LTV Breach shall exist or will exist after giving effect to such Advance and on to the date application of the proposed Advance proceeds therefrom. (except d) There shall not have been any Law applicable to the extent transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any such representation Governmental Authority, nor shall there be pending any action or warranty specifically relates to proceeding by or before any Governmental Authority involving a substantial likelihood of an earlier dateorder, then such representation that would prohibit, restrict, delay or warranty shall be true otherwise materially affect the execution, delivery and correct as performance of such earlier dateany of the Facility Documents or the making of the Advances. (e) and no Default or Event of Default No event shall have occurred and be continuing;, or would result from such Advance or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default. (iiif) No Material Adverse If, as a result of a Change or Material Adverse Operational Effect in Law, Administrative Agent shall have occurred; (iv) The Lender requested the same, Administrative Agent shall have received from counsel for Borrower (who shall be reasonably satisfactory to Administrative Agent) an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to Administrative Agent, addressed to Administrative Agent and each Lender, dated the Lender;date of such Advance, covering such of the matters set forth above as Administrative Agent shall specify and such other matters incident to the transactions contemplated herein as Administrative Agent may request. (vg) The Lender Neither Administrative Agent nor Borrower shall have received an executed Supplemental Tax Certificate;provided notice of termination of the Facility in whole, or in part sufficient to cause the Total Loan Amount to exceed the Facility Limit after giving effect to both any requested Advance and any requested termination pursuant to Section 2.03. (vih) The Lender Administrative Agent shall have received evidence that an IRS Form 8038-G the Collateral Requirement has been duly completed by the Authority and signed by the Authority; andsatisfied in all respects. (viii) The Commitment Administrative Agent shall have received such other approvals, opinions and documents relating to this Agreement and the obligation transactions contemplated hereby as it shall have reasonably requested (including, but not limited to, control agreement(s) with financial or securities intermediaries). (j) There shall not be any action, suit, investigation or proceeding pending or, to the knowledge of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect. Each Notice of Borrowing shall be deemed to be a representation and warranty that the conditions specified in Section 3.01 (solely for the initial Advance), Section 3.02 and Section 3.03, as applicable, have been satisfied on and as of the Lender to make date of the making of an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionAdvance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make each Advance, whether an Initial Advance on any date or a Subsequent Advance, is subject to the satisfaction (or waiver in accordance with Section 14.7) of the following conditions precedent that on the date of such Advanceprecedent: (ia) The Lender shall have received a Request for Advance executed notice with respect to such borrowing, as required by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof;2.1(b). (iib) All representations and warranties of contained in this Agreement and the Authority as set forth in Article VII hereof other Loan Documents shall be true and correct in all material respects on and as of the date of such Advance, as though made on the date and as of such Request for Advance and on the date of the proposed Advance (except to the extent any that such representation or warranty specifically relates representations and warranties relate solely to an earlier date, then such representation or warranty in which case the same shall be remain true and correct as of such earlier date); (c) and On the date of each such Advance, no Event of Default which upon notice or lapse of time or both would constitute an Event of Default shall have occurred and be continuing;continuing (each, a “Default”). (iiid) The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect without the prior written consent of the Lender. No Material Adverse Change or Material Adverse Operational Effect later than thirty (30) days after the entry of the Interim Order, the Final Order shall have occurred;been entered by the Bankruptcy Court and shall be in full force and effect, and shall not have been vacated, stayed, reversed, modified or amended in any respect without the prior written consent of the Lender. If either the Interim Order or the Final Order is the subject of a pending appeal in any respect, neither the making of the Loans nor the performance by the Borrower of any of their respective obligations under any of the Loan Documents shall be the subject of a presently effective stay pending appeal. (ive) The Lender Prior to or concurrently with the requested Advance, Borrower shall have received an opinion paid to Lender the then unpaid balance of Bond Counsel dated all accrued and unpaid fees due under and pursuant to this Agreement and the date Bankruptcy Orders and fees and expenses of such Advance and addressed counsel to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall which invoices have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionissued.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation ------------------------------------ of the Lender Monsanto to make an Advance on any date is Advances under Loan One, Loan Two or Loan Three shall be subject to the further conditions precedent that that, on the date of such Advance: funding date, (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All all representations and warranties of the Authority as set forth Company and the Subsidiaries contained in Article VII hereof this Agreement and the Guaranty shall be true true, correct, accurate and correct complete in all material respects as though if made on the such date of such Request for Advance and on the date of the proposed Advance (except (A) to the extent any such representation or warranty specifically relates to representations speak as of an earlier datedate or (B) for changes arising from events permitted by the covenants specified in this Agreement), then such representation or warranty (ii) all covenants specified in this Agreement shall be true and correct as of such earlier datehave been complied with in all material respects, (iii) and no Default or Event of Default event shall have occurred and be continuing; (iii) No Material Adverse Change , or Material Adverse Operational Effect shall have occurred; would result from such Advance, which constitutes an Event of Default or Potential Default, (iv) The Lender there shall not be initiated against the Company or any Subsidiary any action, suit or proceeding at law or in equity or by or before any court or government agency or authority or arbitral tribunal and there shall not have occurred any legal, regulatory or other development or any other circumstances whatsoever which, in the opinion of Monsanto, could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company and its Subsidiaries to perform any of their respective obligations hereunder or under the documents contemplated hereby (each of the foregoing being hereafter referred to as a "Material Adverse Effect"); provided, however, that no Material Adverse Effect shall be deemed to have occurred based solely on the outcome of the litigation between the Company and Enzo Biochem, Inc. ("Enzo"), (v) the Note evidencing Loan Two and the Note evidencing Loan Three shall have received been delivered by the Company to Monsanto before any Advance under Loan Two or Loan Three, respectively, and (vi) an opinion Advance request in proper form shall have been submitted or made to Monsanto by the Company. The making of Bond Counsel dated a request by the Company for an Advance or a Loan hereunder, whether in writing, or by telephone confirmed in writing, or otherwise, shall constitute a certification by the Company that all representations and warranties recited or referred to in this Section 2.02 and Article III hereof are true as of and as if made the date of such Advance request (except as set forth above) and addressed that all required conditions to the Lender as to the exclusion making of interest on the such Loan and any Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall thereunder have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionmet.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an any Advance (including the Advance being made by such Lender on the Closing Date and including any date is Swing Advance by the Swing Advance Bank and any Letter of Credit issued by the Letter of Credit Issuer) shall be subject to the further conditions precedent that: (a) The following statements shall be true on the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom (and the acceptance by the Borrower and the REIT of the proceeds of such Advance shall constitute a representation and warranty by the Borrower and the REIT that on the date of such Advance:Advance such statements are true): (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth Borrower and the REIT contained in Article VII hereof IV and of each Loan Party in the other Loan Documents are correct on and as of such date as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made on a specified date shall be required to be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct only as of such earlier specified date); and (ii) and no Default or No Event of Default exists or will result from the Advances being made on such date. (b) The making of the Advances on such date does not violate any Requirement of Law and is not enjoined, temporarily, preliminarily or permanently and no litigation shall be pending or threatened, which in the good faith judgment of the Lenders would enjoin, prohibit or (c) No event, act or condition shall have occurred and be continuing;after the Closing Date which, in the judgment of the Lenders, has had or could have a Material Adverse Effect. (iiid) No Material Adverse Change actions, suits or Material Adverse Operational Effect proceedings shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed be pending or, to the Lender as to knowledge of Borrower or the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability REIT, threatened with respect to the Authority of this AgreementLoan or the Loan Documents, Borrower, the Bank Note and REIT or any other Loan Party, or with respect to the IndentureAssets of such parties, in form and substance which, if adversely determined, would have a Material Adverse Effect. (e) The Administrative Agent shall have received a Borrowing Base Certificate executed by the Chief Financial Officer of the Borrower, reasonably satisfactory to the Lender;Administrative Agent, together with (to the extent not previously delivered) copies of the documents in respect of each of the Eligible Assets shown listed thereon. (vf) The Lender Administrative Agent shall have received an a Notice of Borrowing or Notice of Continuation or Conversion executed Supplemental Tax Certificate;by the Chief Financial Officer of the Borrower, reasonably satisfactory to the Administrative Agent. (vig) The Lender Administrative Agent shall have received evidence that an IRS Form 8038-G has been duly completed by such additional documents, information and materials as any Lender, through the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionAdministrative Agent, may reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on (including the initial Advance hereunder and including any date Advance of the Swing Loans) is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender All of the representations and warranties made by or with respect to Holdco, the Borrower and the Designated Subsidiaries, or any of them, under this Agreement and the other Loan Documents, which, pursuant to Section 5.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance; (b) There shall not exist, on the date of the making of such Advance and after giving effect to the proceeds of such Advance, a Default or Event of Default hereunder, and the Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a Request for Advance executed or Swing Loan Request, as applicable, signed by an Authorized Representative set forth on Signatory of the Authorized Representative Certificate Borrower so certifying, which Request for Advance or Swing Loan Request, as provided in Section 2.3(capplicable, shall also (i) hereof; certify the Borrower's compliance with the Financial Covenants, (ii) All representations provide calculations demonstrating the Borrower's compliance with Section 9.1 hereof before and warranties after giving effect to such Advance and (iii) certify that each of the Authority as set forth SBC Lease Documents is in Article VII hereof shall full force and effect or, if any of SBC Lease Documents has been terminated, that Holdco has received all amounts required to be true and correct in all material respects as though made on the date of such Request for Advance and on the date paid to Holdco pursuant to Section 14.1 (or any similar provision) of the proposed Advance (except SBC Agreement to Sublease and such amounts have been applied to prepay the Loans as and to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated required pursuant to Section 9.2 hereof or pursuant to Section2.7(d) hereof.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on all of the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority Borrowers under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except after giving effect to any updates to information provided to the extent any such representation or warranty specifically relates to an earlier dateLenders in accordance with the terms of this Agreement, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default hereunder shall have occurred and then exist or be continuingcaused thereby; (iiib) No Material Adverse Change or Material Adverse Operational Effect the Administrative Agent shall have occurredreceived a duly executed Request for Advance for the Loans; (ivc) The Lender the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificates of the Borrowers delivered to the Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment or Incremental Facility Commitment; (d) with respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders having a Revolving Loan Commitment shall have received an opinion such documents and instruments relating to such Acquisition or formation of Bond Counsel dated a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (e) with respect to any Advance with respect to a Revolving Loan Commitment, the Borrowers shall certify to the Administrative Agent and the Lenders having a Revolving Loan Commitment that the cash balance on hand as of the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder Borrowers and their Restricted Subsidiaries shall not have terminated pursuant exceed (after giving effect to Section 9.2 hereof or pursuant application of proceeds of such Advance which proceeds must be intended to Sectionbe used within a reasonable period of time) $50,000,000.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation Before Lender shall be obligated to honor a Request for Advance under the Line of Credit, all of the Lender following shall have occurred to make an Advance on any date is subject Lender's satisfaction with respect to each Loan pledged as Collateral at the conditions precedent that on the date time of such Advance: (ia) The Lender shall conditions set forth in Section 3.1 will have received a been satisfied, and Borrower will continue to be in compliance therewith, and the Request for Advance will have been received by Lender in accordance with Section 2.4; (b) Borrower will have offered such Loan for sale to Lender pursuant to and in accordance with a sale and purchase agreement executed by the parties, or Borrower will have delivered a Purchase Commitment for such Loan executed by an Authorized Representative Investor, the acceptability of which shall be in the sole discretion of Lender; and (i) If the Advance is not the subject of a Wet Funding Advance, the Collateral Loan Documents will have been delivered to Lender no later than the respective deadline set forth on in the Authorized Representative Certificate as provided in Section 2.3(c) hereof;Standard Procedures; or (ii) All representations If the Advance is the subject of a Wet Funding Advance, an Agreement to Pledge, properly completed and warranties of the Authority as set forth in Article VII hereof executed by Borrower shall be true and correct in all material respects as though made on delivered to Lender with the date of such Request for Advance Advance, and on Closing Agent Instructions duly executed by the date of Closing Agent and an Insured Closing Letter covering the proposed Advance (except related Closing Agent shall be delivered to Lender. Furthermore, pursuant to the extent any such representation or warranty specifically relates Agreement to an earlier datePledge, then such representation or warranty the Collateral Loan Documents shall be true and correct as of such earlier datedelivered to Lender within two (2) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated Business Days after the date of such Advance and addressed respective Advance. Notwithstanding anything to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability contrary in this Section 3.2(c), with respect to any Loan offered by Borrower for purchase by Lender, Borrower shall cause to be delivered to Lender all remaining Loan Documents within five (5) Business Days after the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionrespective Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make an each Advance on (including the initial Advance hereunder and any date Advance of the Swing Loans, but excluding any Advance the proceeds of which are to reimburse (x) the Swing Loan Lender for Swing Loans or (y) any Issuing Bank for amounts drawn under a Letter of Credit)) of the Loans is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance executed or Swing Loan Request, as applicable, signed by an Authorized Representative set forth on Signatory of the Authorized Representative Certificate Borrower, which Request for Advance or Swing Loan Request, as provided in Section 2.3(capplicable, shall (i) certify that there does not exist as of the date hereof; , and after giving effect to the requested Advance there shall not exist, any Default or Event of Default, (ii) All certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Authority as set forth in Article VII Section 5.1 hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (respects, except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct is made solely as of the Agreement Date, (iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any of the Borrower Parties since the Agreement Date, which, if such earlier datelitigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, (iv) provide calculations demonstrating compliance with Sections 8.8 and no Default or Event 8.9 hereof before and after giving effect to the requested Advance and (v) certify that the incurrence of Default the requested Advance (A) shall not violate the Indenture and (B) shall constitute "Senior Debt" (as defined in the Senior Subordinated Notes Indenture). (b) There shall have occurred and no event which has had or could reasonably be continuing; (iii) No Material expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated since the date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Advance and each Swing Loan Request shall constitute a representation and warranty by the Borrower made as of the time of requesting such Advance and addressed to that the Lender conditions specified in this Section 4.2 have been fulfilled as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiontime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation making of each Advance (including the Lender initial Advance) by the Lenders to make an Advance on any date is the Borrower shall be subject to the further conditions precedent that on each Borrowing Date, each of the following shall be true and correct on such Borrowing Date, and, with respect to such Advance, both before (except with respect to clause (f) below) and after giving effect to such Advance: (a) The representations and warranties contained in Article IV are correct in all material respects on and as of such date as though made on and as of such date (except for those representations and warranties which are specifically made only as of a specific date, which such representations and warranties shall be correct in all material respects on and as of the date made) and the Borrower and the Servicer are in compliance in all material respects with the covenants set forth in Article V as of such date; (b) The Aggregate Principal Balance at such time is less than or equal to the lesser of (i) the Aggregate Commitments, and (ii) the Borrowing Base; (c) The Overconcentration Amount shall be zero; (d) No event has occurred and is continuing, or would result from such Advance which constitutes an Event of Termination, an Early Amortization Event, a Servicer Termination Event, an Incipient Event of Termination or an event that but for notice or lapse of time or both would constitute an Early Amortization Event; (e) If, at such time, a Purchase is then being made under the Receivables Sale Agreement, each of the conditions precedent set forth in Section 3.02 and Section 3.03 of the Receivables Sale Agreement shall have been met or waived to the satisfaction of the Administrative Agents; (f) If a Hedge Event Date has occurred, the Borrower shall have procured one or more Eligible Hedge Agreements with an Eligible Hedge Counterparty or Counterparties in an amount not less than the Aggregate Principal Balance after giving affect to such Advance; (g) If a Mandatory Back-up Servicer Event has occurred, the Borrower shall have procured a Back-up Servicing Agreement with a Back-up Servicer; (h) a Borrowing Notice has been delivered to all of the Administrative Agents; (i) the Contracts subject to such Advance have either been (i) in the case of Contracts which are tangible chattel paper, delivered to the Servicer, or (ii) in the case of Contracts which are electronic chattel paper, under the “control” (as defined in Section 9-105 of the UCC) of the Servicer for the benefit of the Program Agent on behalf of the Secured Parties; (j) the Receivables Sale Agreement shall be in full force and effect; and (k) the Pledged Contracts related to such Advance consist of Contracts from at least two of the following: Program A, Program B, Program C, Program D and Program E. Each delivery of a Borrowing Notice to the Program Agent and the Administrative Agents, and the acceptance by the Borrower of the Advance, shall constitute a representation and warranty by the Borrower that, as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance , both immediately before (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to clause (f) above) and after giving effect thereto and the Authority application of this Agreementthe proceeds thereof, the Bank Note statements in the foregoing clauses (a) through (j) above are true and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectioncorrect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an Advance on any date each Advance, including the initial Advance, hereunder is subject to the fulfillment of each of the following conditions precedent immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrowers under this Agreement, which, pursuant to Section 4.3 hereof, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Administrative Agent shall have received a certificate (which may be a Request for Advance) to that on effect signed by an Authorized Signatory of the Borrowers and dated the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iib) All representations and warranties The incumbency of the Authority as set forth in Article VII hereof Authorized Signatories shall be true and correct as stated in all material respects as though made on the date certificate of such Request for Advance and on incumbency contained in the date certificate of the proposed Advance (except Borrowers delivered pursuant to Section 3.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true Administrative Agent and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingthe Lenders; (iiic) No Material Adverse Change or Material Adverse Operational Effect The most recent Borrowing Base Certificate which shall have occurred;been delivered to the Administrative Agent pursuant to Section 6.6(a) hereof shall demonstrate that, after giving effect to the making of such Advance, no Borrowing Base Deficiency shall exist; and (ivd) The Lender There shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed after giving effect thereto, a Default or an Event of Default hereunder. The Borrowers hereby agree that the delivery of any Request for Advance hereunder shall be deemed to be the Lender as to certification of the exclusion Authorized Signatory thereof that there does not exist, on the date of interest on the making of the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority after giving effect thereto, a Default or an Event of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionDefault hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an any Advance on any date is (including the initial Advance) shall be subject to the following further conditions precedent that precedent: (a) Each of the representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct on and as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (, except to the extent any that such representation or warranty representations and warranties specifically relates refer to an earlier date, then such representation or warranty in which case they shall be true and correct as of such earlier date; (b) No event or condition shall have resulted in a continuing, or would be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect; (c) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) Each Lender and no Default or each Agent shall have received a certificate of a Responsible Officer of Borrower dated the date of such Advance certifying that after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) No Default, Event of Default Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (iiif) No Material Adverse Change or Material Adverse Operational Effect The Collateral Requirement shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, been satisfied in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityall respects; and (viig) The Commitment and LTV Level after giving effect to the obligation proposed Advances shall not exceed the Initial LTV Level. (h) Substantially all of the Lender to make Borrower’s assets are comprised of the Collateral and substantially all of the Borrower’s liabilities are those created under the Margin Loan Documentation. (i) Administrative Agent shall have received from Borrower a certificate from a Responsible Officer of Borrower, dated as of the Advance Date, which shall contain representations that the conditions set forth in Section 4.02(a), (b), (d), (e), (f), (g) and (h) have been satisfied; provided that this Section 4.02(i) shall be deemed satisfied by the delivery by the Borrower of a Borrowing Notice . The borrowing of an Advance hereunder on the Advance Date shall not have terminated pursuant be deemed to constitute a representation and warranty by Borrower on the date thereof as to the matters specified in Section 9.2 hereof or pursuant to Section4.02(a) through Section 4.02(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Parent and the Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof shall be true and correct in all material respects as though made on of the date time of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty previously fulfilled in accordance with the terms hereof and to the extent relating specifically relates to an earlier a specific prior date), then such representation or warranty shall be true and correct as at such time in all material respects, both before and after giving effect to the application of the proceeds of such earlier dateAdvance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance; (c) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Lender may reasonably request; (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.13 hereof or otherwise required herein; (e) No event shall have occurred and no condition shall exist which, in the reasonable judgment of the Majority Lenders, has had or may be expected to have a Materially Adverse Effect on the business, assets or financial condition of the Borrower or any of its Subsidiaries; and (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 of this Agreement and that no Default or Event of Default shall have occurred be caused hereunder by such Advance. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated warranty by the Borrower as to compliance with this Section 3.2 on the date of any such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionLoan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the conditions precedent that on fulfillment (or written waiver) of the date of such Advancefollowing conditions: (ia) The Lender the Administrative Agent shall have received a Request Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and specifying certain information regarding each Collateral Asset being acquired and representing the conditions precedent for such Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided have been met) delivered in accordance with Section 2.3(c) hereof2.03; (iib) All immediately before and after the making of such Advance on the applicable Borrowing Date, the OC Coverage Test and the EOD OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement and the EOD OC Ratio Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Authority as set forth Borrower, the Equityholder and the Servicer contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Equityholder and the Servicer contained in the Facility Documents that is already qualified by any materiality standard or warranty a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) and without regard to the materiality standard set forth in this clause (c); (d) no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiie) No Material Adverse Change or Material Adverse Operational Effect the Reinvestment Period shall not have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityterminated; and (viif) The Commitment and after giving effect to such Advance, the obligation aggregate outstanding principal balance of the Lender to make an Advance hereunder Advances shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionexceed the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04;: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List has not expired or been rescinded; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) the Maximum Facility Amount and (y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance, including the initial Advance on any date hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.3, are made at and as of the time of such Advance other than those that on are by their terms true only as of a date certain other than the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof , shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance; (b) The incumbency of the Authorized Signatories of each Borrower Party shall be as stated in all material respects the certificate of incumbency contained in the certificate of the Borrower delivered pursuant to Section 4.1(a) or as though subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) The most recent Borrowing Base Certificate which shall have been delivered to the Administrative Agent pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance (together with any other Advance made on after the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier dateBorrowing Base Certificate), then such representation or warranty no Overadvance shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingexist; (iiid) No Material Adverse Change or Material Adverse Operational Effect Since the Agreement Date, there shall not have occurredbeen any adverse change in the arrangements with the Borrower’s current floor plan suppliers, including, without limitation, acceptable credit limits and payment terms; (ive) The Lender Since December 31, 2005, there shall have received an opinion of Bond Counsel dated been no change that has had or would be reasonably expected to have a Material Adverse Effect; (f) There shall not exist on the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementafter giving effect thereto, the Bank Note and the Indenture, in form and substance satisfactory to the Lendera Default; (vg) The Lender Such Advance shall have received an executed Supplemental Tax Certificatebe “Priority Bank Debt” as defined in the Subordinated Intercreditor Agreement; (vih) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by All trade payables of the Authority and signed by Borrower are being paid currently in the Authorityordinary course of the Borrower’s business; and (viii) The Commitment Administrative Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent or Lenders may reasonably request and all of the Lender other conditions to make the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not have terminated pursuant to satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender to make an any Advance on any date is (including, without limitation the Initial Advance) are, in each case, subject to the satisfaction, in the sale judgment of ▇▇▇▇▇▇, of the following additional conditions precedent that on the date of such Advanceprecedent: (ia) The Lender In the case of an Advance, Borrower shall have received delivered to Lender a Request Borrowing Certificate for the Advance executed by an Authorized Representative set forth on authorized officer of Borrower, which shall constitute a representation and warranty by Borrower as of the Authorized Representative Certificate as provided Borrowing Date of such Advance that the conditions contained in this Section 2.3(c) hereof4.3 have been satisfied; (iib) All Each of the representations and warranties of the Authority as set forth made by Borrower in Article VII hereof or pursuant to this Agreement shall be true accurate, before and correct in all material respects as though made on the date of after giving effect to such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and or be continuingcontinuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (iiic) No Immediately after giving effect to the requested Advance, the sum of the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed the lesser of (i) Facility Cap then in effect, minus the portion of the Carve Out not yet paid to professionals, or (ii) the amount set forth as the “Combined Pre & Post Loan Balances” for such period in the Budget; (d) Lender shall have received all fees, charges and expenses payable to Lender on or prior to such date pursuant to the DIP Loan Documents, including without limitation, all unpaid audit fees and expenses, and attorneys' fees and expenses; and (e) There shall not have occurred or exist any Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionEffect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make each Advance, including the initial Advance, hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) an Issuing Bank for amounts drawn under a Letter of Credit or Advances which convert existing Eurodollar Advances into Base Rate Advances or, which convert Base Rate Advances into Eurodollar Advances or which continue Eurodollar Advances into another Eurodollar Advance on any date Period), is subject to the fulfillment of each of the following conditions precedent immediately prior to or contemporaneously with such Advance: (a) All of the representations and warranties of the Borrower under this Agreement, which, pursuant to Section 4.4 hereof, are made at and as of the time of such Advance, shall be true and correct at such time, both before and after giving effect to the application of the proceeds of the Advance, and the Agent shall have received a certificate (which may be a Request for Advance) to that on effect signed by an Authorized Signatory of the Borrower and dated the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iib) All representations and warranties of If the Authority as set forth in Article VII hereof Authorized Signatory requesting such Advance has not previously provided same to the Agent, an incumbency certificate for such Authorized Signatory shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except submitted to the extent any Agent with the request for such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingAdvance; (iiic) No Material Adverse Change or Material Adverse Operational Effect The most recent Borrowing Base Certificate which shall have occurredbeen delivered to the Agent pursuant to Section 6.5(a) hereof shall demonstrate that, after giving effect to the making of such Advance, no Borrowing Base Deficiency shall exist; (ivd) The Lender There shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed to the Lender as to the exclusion after giving effect thereto, a Default or an Event of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityDefault hereunder; and (viie) The Commitment Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Lender Agent or Lenders may reasonably request and all other conditions to make an the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrower hereby agrees that the delivery of any Request for Advance hereunder shall be deemed to be the certification of the Authorized Signatory thereof that there does not have terminated pursuant to Section 9.2 hereof exist, on the date of the making of the Advance and after giving effect thereto, a Default or pursuant to Sectionan Event of Default hereunder.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance on any date is (including the Initial Advance), shall be subject to the satisfaction of the following further conditions precedent that on before or concurrently with the date of such Advance: (ia) The the following statements shall be true and Lender shall have received a Request for certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance executed shall constitute a representation and warranty by an Authorized Representative set forth Borrower that both on the Authorized Representative Certificate date of such Notice of Borrower and on the date of such Advance such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as provided of such date, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date and each Mortgage Loan, in Section 2.3(c) hereofrespect in which such Advance is made, is an Eligible Mortgage Loan, subject to any exceptions approved in advance by Lender; (ii) All representations no event has occurred and warranties is continuing, or would result from such Advance or from the application of the Authority as proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the Borrowing Limit (based upon the Loan Values at the time of Borrower's request for such Advance) or violate any of the limitations set forth in Article VII hereof SECTION 2.02; (iv) no Borrowing Base Deficiency (based upon the Loan Values at the time of Borrower's request for such Advance) exists or would result from such Advance or from the application of the proceeds therefrom; and (v) the information relating to the Mortgage Loans contained in the schedule attached hereto as EXHIBIT D shall be attached to such certificate and such certificate shall state that said information is true and correct in all material respects as though made correct. (b) Lender shall have received on the date of such Request for Advance and on or before the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAdvance, the Bank Note and the Indenturefollowing, each dated such day (unless otherwise specified), in form and substance satisfactory to the LenderLender (unless otherwise specified): (i) a Borrowing Base Certificate; (vii) The a duly executed Assignments of Mortgage and endorsements to each Mortgage Note prepared in blank; and (iii) the Mortgage File for each Mortgage Loan added to the Collateral since the date of the last Advance. (c) Lender shall have received an executed Supplemental Tax Certificate; (vi) The such other approvals, opinions or documents as Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionmay reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make an each Advance on (including the initial Advance hereunder and any date Advance of the Swing Loans, but excluding any Advance the proceeds of which are to reimburse (x) the Swing Loan Lender for Swing Loans or (y) any Issuing Bank for amounts drawn under a Letter of Credit)) of the Loans is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance executed or Swing Loan Request, as applicable, signed by an Authorized Representative set forth on Signatory of the Authorized Representative Certificate Borrower, which Request for Advance or Swing Loan Request, as provided in Section 2.3(capplicable, shall (i) certify that there does not exist as of the date hereof; , and after giving effect to the requested Advance there shall not exist, any Default or Event of Default, (ii) All certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Authority as set forth in Article VII Section 5.1 hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (respects, except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct is made solely as of the Agreement Date, (iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any of the Borrower Parties since the Agreement Date, which, if such earlier datelitigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, (iv) provide calculations demonstrating compliance with Sections 8.8 and no Default or Event 8.9 hereof before and after giving effect to the requested Advance and (v) certify that the incurrence of Default the requested Advance (A) shall not violate the Indenture and (B) shall constitute “Senior Debt” (as defined in the Senior Subordinated Notes Indenture). (b) There shall have occurred and no event which has had or could reasonably be continuing; (iii) No Material expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated since the date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Advance and each Swing Loan Request shall constitute a representation and warranty by the Borrower made as of the time of requesting such Advance and addressed to that the Lender conditions specified in this Section 4.2 have been fulfilled as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiontime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an Advance on any date amount available under Clause 4.3 (Advances by Lenders) is subject to the further conditions precedent that on both the date of such the Notice of Drawdown and the Drawdown Date for each Advance: (ia) The Lender shall have each Finance Party has received a Request for Advance executed by an Authorized Representative set forth payment of all costs, fees and expenses (including legal fees) due under this Agreement on the Authorized Representative Certificate as provided in Section 2.3(c) hereofor before such Drawdown Date; (iib) All all representations and warranties of made by the Authority as set forth Obligors in Article VII hereof shall be or in connection with the Finance Documents are true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except with reference to the extent any such representation or warranty specifically relates to an earlier date, facts and circumstances then such representation or warranty shall be true and correct as of such earlier datesubsisting; (c) and no Default or Event of Default shall have or Potential Event of Default has occurred and is continuing or might reasonably be continuingexpected to result from the making of such Advance; (iiid) No Material Adverse Change each Lender and the Facility Agent has received all other information, documents, opinions, certificates, consents and assurances as it may reasonably request to evaluate whether, at that time, an Event of Default or Material Adverse Operational Effect shall have occurredPotential EvenT of Default exists and is continuing or is reasonably likely to result from the making of such Advance; (ive) The Lender shall have if the Facility Agent reasonably requests, the Facility Agent has received an additional legal opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indentureor opinions, in form and substance satisfactory to it, from counsel acceptable to the LenderFacility Agent, and from counsel for the Obligors, with respect to any matters relating to the Advance; (vf) The Lender nothing has occurred which in the opinion of the Facility Agent (acting on the instructions of the Majority Lenders (acting reasonably)) has or could reasonably be expected to have a material and adverse effect on the Project or on the financial or business condition of any Obligor or on the ability of any Obligor to observe and perform any of its obligations under a Transaction Document; (g) the Facility Agent shall have received an executed Supplemental Tax Certificateevidence, in a form acceptable in all respects to the Facility Agent, that the proceeds of the Advance are to be applied in accordance with the current Project Budget within 30 days of such Advance; (vih) The Lender after the relevant Advance is made, the Field Life Cover Ratio shall have received evidence that an IRS Form 8038-G has been duly completed by be not less than 2, the Authority Loan Life Cover Ratio shall be not less than 1.75 and signed by the AuthorityDebt Service Cover Ratio shall not be less than 1.5 as determined on the basis of the most recently delivered Base Case Cash Flow Forecast; and (viii) The Commitment and after the obligation making of such Advance, the ratio of the aggregate Advances made under the Senior Facility to the aggregate Advances made under the Subordinated Facility shall be no greater than 3:1 (it being agreed that the Senior Lenders will only disburse to the extent that the Subordinated Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiondisburses its proportion of the relevant Advance).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date (other than in connection with a Continuation or Conversion) which, if funded would increase the aggregate principal amount of Loans outstanding after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries, if any), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof shall be true and correct in all material respects as though made on of the date time of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty previously fulfilled in accordance with the terms hereof and to the extent relating specifically relates to an earlier a specific prior date), then such representation or warranty shall be true and correct as at such time in all material respects, both before and after giving effect to the application of the proceeds of such earlier date) Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby; (b) The Administrative Agent shall have received a duly executed Request for Advance; (c) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received such documents and instruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.12 hereof or otherwise required herein; (d) No event shall have occurred and no condition shall exist which, in the judgment of the Required Lenders, has had or could reasonably be continuing;expected to have a Materially Adverse Effect; and (iiie) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated On the date of such Advance and addressed Advance, after giving effect to the Lender Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.17 of the Agreement. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Parent and the Borrower as to the exclusion of interest compliance with this Section 3.2 on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiondate any such Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Tests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (i) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance, including the initial Advance on any date hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.2, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent unless any such representation or warranty specifically relates is qualified as to an earlier datemateriality, then in which case such representation or and warranty shall be true and correct as in all respects) at such time, both before and after giving effect to the application of such earlier date) and no Default or Event the proceeds of Default shall have occurred and be continuingthe Advance; (iiib) No Material Since September 30, 2009, there has occurred no event which has had or could reasonably be expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurredEffect; (ivc) The Lender There shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed to the Lender as to the exclusion after giving effect thereto, a Default or an Event of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityDefault; and (viid) The Commitment Administrative Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Lender Administrative Agent or Lenders may reasonably request and all other conditions to make the making of such Advance which are set forth in this Agreement shall have been fulfilled. Each Borrower hereby agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall shall, in each case, be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not have terminated pursuant to satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an Advance on any date each Advance, including the initial Advance, is subject to the receipt of each of the following, in form and substance reasonably satisfactory to the Lender, and to the Lender’s reasonable determination that the following conditions precedent that have been satisfied on or prior to the date of Funding Date with respect to such Advance: (iA) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of made by the Authority as set forth Borrowers in Article VII Section 9 hereof shall be true and correct in all material respects as though made on the date of such Request for Advance when made, and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct in all material respects at the Funding Date with the same force and effect as if they had been made on and as of such earlier said date, and shall be so certified by an Officer of the Borrowers. (B) All covenants, agreements and no conditions contained in this Section 13 shall have been performed or complied with in all material respects. (C) XM shall have delivered to the Lender a Request for Advance satisfying the requirements set forth in Section 13(b), including without limitation that if the Second Lien Triggering Event shall have occurred, the Borrowers shall have entered into the Second Lien Security Agreement to grant the Lender the Future Security Interest. (D) Lender shall have received certificates of the Chief Financial Officer, the Treasurer or any Assistant Treasurer of each of the Borrowers, dated the date of the Funding Date, certifying that Holdings had Pre-Marketing Operating income of not less than the amount set forth below opposite the fiscal year most recently then ended prior to the Funding Date for which Holdings shall have filed its report on Form 10-K with the SEC: 2008 $ 332,571,000 (E) No Default or Event of Default shall have occurred and be continuing;continuing on such Funding Date. (iiiF) No Material Adverse Change If XM or Material Adverse Operational Effect Holdings has in place a New Credit Facility under which it is then eligible to borrow funds, XM or Holdings shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation borrowed at least 75% of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionamount available for borrowing under the New Credit Facility.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance on any date is (including the Initial Advance), shall be subject to the satisfaction of the following further conditions precedent that on before or concurrently with the date of such Advance: (ia) The the following statements shall be true and Lender shall have received a Request for certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance executed shall constitute a representation and warranty by an Authorized Representative set forth Borrower that both on the Authorized Representative Certificate date of such Notice of Borrowing and on the date of such Advance such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as provided of such date, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date and each Mezzanine Loan or B Note, in Section 2.3(c) hereofrespect in which such Advance is made, is an Eligible Mezzanine Loan or Eligible B Note, as the case may be, subject, in either case, to any exceptions approved in advance by Lender; (ii) All representations no event has occurred and warranties is continuing, or would result from such Advance or from the application of the Authority proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the applicable Borrowing Limit; (iv) no Borrowing Base Deficiency in excess of the applicable Threshold Amount (based upon the Loan Values at the time of Borrower’s request for such Advance) exists with respect to any outstanding Advance; and (v) the information relating to the Mezzanine Loans and B Notes contained in the schedule attached hereto as set forth in Article VII hereof Exhibit C shall be attached to such certificate and such certificate shall state that said information is true and correct in all material respects as though made correct. (b) Lender shall have received on the date of such Request for Advance and on or before the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAdvance, the Bank Note and the Indenturefollowing, each dated such day (unless otherwise specified), in form and substance satisfactory to the Lender;Lender (unless otherwise specified): (vi) The a Notice of Borrowing; and (ii) a Borrowing Base Certificate and the Legal File for each Mezzanine Loan or B Note added to the Collateral since the date of the last Advance. (c) Lender shall have received an executed Supplemental Tax Certificate; (vi) The such other approvals, opinions or documents as Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionmay reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an Advance on any date is subject In addition to the conditions precedent that on the date of such Advance: (i) The stated elsewhere herein, Lender shall have received a Request for not be obligated to make any Advance executed by an Authorized Representative set forth on unless: (a) the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth contained in Article VII hereof shall be IV are true and correct in all material respects on and as of the date of such Advance as though made on the date and as of such Request for Advance and date; (b) on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier dateAdvance, then such representation or warranty shall be true and correct as no Event of such earlier date) Default, and no Default event which, with the lapse of time or notice or both, could become an Event of Default Default, has occurred; (c) there shall have occurred and be continuing; been no material adverse change, as determined by Lender in its reasonable judgment, in the financial condition or business of Borrower; (iiid) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; the sum of (ivi) The the aggregate principal amount outstanding under this Agreement plus (ii) the requested Advance, does not exceed the Maximum Principal Amount; (e) Lender shall have received an opinion aged accounts receivable report of Bond Counsel dated all accounts receivable of the date Borrower; (f) if requested by Lender, all Access Capital Claims shall have been fully paid, and (if requested by Lender) Lender shall have received, the Access Capital Release, (g) Lender has been fully reimbursed for all of its legal and accounting costs and expenses incurred in connection with the preparation, negotiation and entering into of the Loan Documents (or has elected, in its sole discretion, to consider any unpaid portion of such amounts an Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of under this Agreement) and (h) Lender shall have received such other approvals, the Bank Note and the Indentureopinions, documents, certificates or evidences as Lender may reasonably request (in form and substance reasonably satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make ). Each request for an Advance hereunder shall not be deemed a representation by Borrower that the conditions of this Section 3.2 have terminated pursuant to Section 9.2 hereof or pursuant to Sectionbeen met.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) subject to Section 2.02, (i) The Lender the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance or (ii) the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test will be satisfied and each Class Minimum OC Coverage Test will be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof shall be the Facility Documents is true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty shall be representations and warranties are true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect shall have occurredthe Reinvestment Period has not terminated; (ivg) The Lender shall have received after giving effect to any Advance of an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAvailable Currency not denominated in Dollars, the Bank Note and Dollar Equivalent of the Indenture, aggregate principal amount of all Advances denominated in form and substance satisfactory to an Available Currency other than Dollars shall not exceed the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038Non-G has been duly completed by the Authority and signed by the AuthorityDollar Sublimit; and (viih) The Commitment and after giving effect to such Advance, the obligation Dollar Equivalent of the Lender aggregate outstanding principal balance of the Advances does not exceed an amount equal to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionthe Dollar Equivalent of the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Servicer and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or warranty a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) and without regard to the materiality standard set forth in this clause (d); (e) no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder Reinvestment Period shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionterminated; and USActive 58363225.2

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance, including the first Advance on any date the first Drawdown Date, is subject to the following conditions precedent that having been satisfied (or waived in writing by the Lender) on or prior to the date of such Advancerelevant Drawdown Date: (ia) The the Lender shall have received a Request for Advance executed Notice of Drawdown as required by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof2.03(a); (b) the Borrower shall have paid the fees due pursuant to Section 2.08 and any other fees payable pursuant hereto; (c) immediately after the making of the relevant Advance, (i) the aggregate outstanding principal amount of the Advances of each Tranche will not exceed the maximum amount available under such Tranche, and (ii) All representations and warranties the aggregate outstanding principal amount of all Advances will not exceed the Commitment; (d) evidence that, if the test set out in Section 6.01(l)(i) were applied immediately following the making of the Authority relevant Advance, the Borrower would not be obliged to provide additional security or repay part of the Advances as set forth in Article VII hereof shall be true and correct in all material respects as though made therein provided (determined on the date of such Request for Advance and on the date basis of the proposed Advance most recent valuation for each Vessel delivered pursuant to Section 3.03(c)(iv) or Section 6.01(l)(ii), as the case may be); (except to e) immediately after the extent any such representation or warranty specifically relates to an earlier datemaking of the relevant Advance, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iiif) No Material Adverse Change the representations and warranties of the Obligors contained in this Agreement shall be true mutatis mutandis on and as of the date of the relevant Advance, unless such representation or Material Adverse Operational Effect warranty shall have occurredexpressly relate to a different date; (ivg) The the Lender shall have received an opinion of Bond Counsel on or before the relevant Drawdown Date the following, each dated the date as of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the IndentureDrawdown Date (unless otherwise specified), in form and substance satisfactory to the LenderLender (unless otherwise specified): (i) certificates of an officer of the Borrower and of each of the Initial Guarantors and of any Additional Guarantor which has theretofor acquired, or is on the date of such Advance acquiring, an Additional Vessel, each dated as of the relevant Drawdown Date (the statements made in such certificate shall be true on and as of such Drawdown Date), certifying as to (A) the absence of any amendments to such Obligor’s articles of incorporation and by-laws as certified to the Lender pursuant to Sections 3.01(c) or 3.03(c)(ii) above, (B) the due incorporation and good standing of such Obligor as a corporation organized under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands or another jurisdiction acceptable to the Lender and the absence of any proceeding for the dissolution or liquidation of such Obligor, (C) the veracity of the representations and warranties of such Obligor contained in this Agreement mutatis mutandis on and as of the date of the relevant Advance, unless such representation or warranty shall expressly relate to a different date, and (D) the absence of any event occurring and continuing or resulting from the making of the relevant Advance that constitutes a Default; (ii) the original of any power of attorney issued in favor of any Person executing any Loan Document (or any other document delivered pursuant to a Loan Document) on behalf of any Obligor in relation to the relevant Advance; (iii) true and complete copies of any governmental or regulatory consents, filings, registrations, approvals and waivers required in connection with the execution, delivery and performance of (A) each Loan Document executed in relation to the relevant Advance, and (B) the consummation of the transactions contemplated thereby; (iv) if applicable, the relevant confirmation exchanged under the Master Agreement and which evidences a Transaction entered into between the Borrower and the Lender in connection with the relevant Advance, and any mandates required in connection therewith; and (v) The such opinions, consents, agreements and documents in connection with this Agreement, the Master Agreement and the Collateral Documents as the Lender may reasonably request by notice to the Borrower prior to the relevant Drawdown Date. (h) to the extent required by any change in applicable law and regulation or any changes in the Lender’s own internal guidelines since the date on which the applicable documents and evidence were delivered to the Lender pursuant to Section 3.01(l), such further documents and evidence as the Lender shall have received an executed Supplemental Tax Certificate; (vi) require relating to the Lender’s knowledge of its customers. The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation making of the Lender to make an each Advance hereunder shall not have terminated pursuant be deemed to be a representation and warranty by the Obligors on the date of such Advance as to the facts specified in clauses (c), (d), (e) and (f) of this Section 9.2 hereof or pursuant to Section3.04.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the conditions precedent that on fulfillment (or written waiver) of the date of such Advancefollowing conditions: (ia) The Lender the Administrative Agent shall have received a Request Notice of Borrowing with respect to such Advance (including the Borrowing Base Calculation Statement and EOD OC Ratio Calculation Statement attached thereto, all duly completed and specifying certain information regarding each Collateral Asset being acquired and representing the conditions precedent for such Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided have been met) delivered in accordance with Section 2.3(c) hereof2.03; (iib) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Distribution OC Coverage Test and the OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (c) each of the representations and warranties of the Authority as set forth Borrower, the Equityholder and the Servicer contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Equityholder and the Servicer contained in the Facility Documents that is already qualified by any materiality standard or warranty a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) and without regard to the materiality standard set forth in this clause (c); (d) no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiie) No Material Adverse Change or Material Adverse Operational Effect the Reinvestment Period shall not have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityterminated; and (viif) The Commitment and after giving effect to such Advance, the obligation aggregate outstanding principal balance of the Lender to make an Advance hereunder Advances shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionexceed the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an any Advance on any date (including the initial Advance) under the Credit Facility is subject to the fulfilment of each of the following conditions precedent to the reasonable satisfaction of the Lender (provided that on each such condition precedent, being for the date sole benefit of such the Lender, may be unilaterally waived by it in whole or in part at any time either generally or with respect to any particular Advance:): (ia) The the Lender shall have received from the Borrower a duly completed Advance Request for Advance executed by an Authorized Representative set forth on and Borrowing Base Certificate in accordance with the Authorized Representative Certificate as provided provisions of this Agreement in Section 2.3(c) hereofthat regard; (iib) All the representations and warranties of the Authority as set forth herein and in Article VII hereof any other Loan Document shall be true and correct in all material respects as though made respects, both on the date of such Advance Request for Advance and on the requested date of Advance; (c) the proposed Advance Borrower and each Guarantor shall have observed and performed in all material respects all covenants set forth herein and in any other Loan Document; (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier dated) and no Default or Event of Default shall have occurred and be continuingcontinuing or will result from giving effect to such Advance Request; (iiie) No Material Adverse Change or Material Adverse Operational Effect the making of the requested Advance shall have occurrednot be prohibited by any Legal Requirement; (ivf) The Lender shall have received an opinion subject to any Permitted Encumbrances and the Encumbrances granted under section 3.1 of Bond Counsel dated the date FLI Credit Agreement, the obligations and liabilities of such Advance and addressed a Guarantor to the Lender as to under or in respect of any Required Guarantee shall rank at least pari passu with the exclusion most senior Indebtedness of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementGuarantor, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authoritysecured or unsecured; and (viig) The Commitment and where any Lessee or any Leased Property under a Lease identified in the obligation Borrowing Base Certificate delivered with such Advance Request is located, resident or has an address in any jurisdiction outside the Province of Ontario, the Encumbrances provided for in the Security Documents shall be registered, or notice thereof shall be filed or otherwise recorded in all such jurisdictions in which, at any time, it is necessary or desirable in the opinion of the Lender to make obtain a perfected security interest in the Collateral associated with each such Lease or to protect the interests of the Lender thereunder. The submission by the Borrower of an Advance hereunder Request shall not be deemed to constitute a representation and warranty by the Borrower that the conditions precedent to the making of the Advance requested thereby set forth in this Article VII have terminated pursuant to Section 9.2 hereof or pursuant to Sectionbeen satisfied in full.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (a) (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on all of the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority Borrowers under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except after giving effect to any updates to information provided to the extent any such representation or warranty specifically relates to an earlier dateLenders in accordance with the terms of this Agreement, then such representation or warranty shall be true and correct as of such earlier date(ii) and no Default or Event of Default hereunder shall have occurred and then exist or be continuingcaused thereby; (iiib) No Material Adverse Change or Material Adverse Operational Effect the Administrative Agent shall have occurredreceived a duly executed Request for Advance for the Loans; (ivc) The Lender the incumbency of the Authorized Signatories shall have received an opinion be as stated in the applicable certificate of Bond Counsel dated incumbency contained in the date certificates of such Advance and addressed the Borrowers delivered to the Lender Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the exclusion of interest on the Advance Administrative Agent and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementLenders having a Revolving Loan Commitment, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityDDTL Commitment or Incremental Facility Commitment; and (viid) The Commitment with respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the obligation Lenders having a Revolving Loan Commitment and, prior to the DDTL Commitment Termination Date, a DDTL Commitment shall have received such documents and instruments relating to such Acquisition or formation of the Lender to make an Advance hereunder shall not have terminated pursuant to a new Restricted Subsidiary as are described in Section 9.2 5.10 hereof or pursuant to Sectionotherwise required herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (i) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance on any date is (including but not limited to the initial Advance) will be subject to the further conditions precedent that that, on the date of such Advance, before and immediately after giving effect thereto, the following statements must be true and correct, and the making by Borrower of the applicable Borrowing Request will constitute Borrower’s representation and warranty that on and as of the date of such Borrowing Request and as of the date of the requested Borrowing, before and immediately after giving effect thereto, the following statements are and will be true and correct: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on Date Down Endorsement from the Authorized Representative Certificate Title Insurer effective as provided in Section 2.3(c) hereofof the date of the Advance; (ii) All The representations and warranties of the Authority as set forth contained in Article VII hereof shall IV of this Agreement are and will be true and correct in all material respects as though made on the date and as of such Request for Advance date, unless such representations and on the date warranties are expressly stated to be made as of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect There shall have occurredoccurred no material adverse change in the condition or value of the Property, as defined in the Mortgage; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed After giving effect to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreementrequested Advance, the Bank Note and the Indenture, in form and substance satisfactory to the LenderUnused Commitment will not be less than zero; (v) The Lender shall have received No event has occurred and is continuing or would result from the requested Advance that constitutes or would constitute a Default or an executed Supplemental Tax CertificateEvent of Default; (vi) The most recent financial statements delivered to Lender shall have received evidence that an IRS Form 8038-G pursuant to Section 5.3 present fairly the financial position and results of operations of Borrower and the other Persons reported therein as of the date of, and for the periods presented in, such financial statements, and since the date of such financial statements there has not been duly completed by any material adverse change in the Authority and signed by financial condition or operations of Borrower or the Authorityother Persons reported therein; and (vii) The Commitment Borrower is and the obligation will be in compliance with all covenants contained in Articles V and VI of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionthis Agreement.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make an each Advance on any date (including the initial Advance hereunder) of the Loans (including the Swing Loans) is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance executed or Swing Loan Request, as applicable, signed by an Authorized Representative set forth on Signatory of the Authorized Representative Certificate Borrower, which Request for Advance or Swing Loan Request, as provided in Section 2.3(capplicable, shall (i) hereof; certify that, after giving effect to the requested Advance, no Default or Event of Default shall then exist, (ii) All certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Authority as set forth in Article VII Section 5.1 hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (respects, except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct is made solely as of the Agreement Date, (iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any of the Rainbow Companies or any of the MGM Companies since December 31, 2001, which, if such earlier datelitigation could reasonably be expected to be determined adversely to any such Company, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating compliance with Sections 8.8 and no Default or Event of Default 8.9 hereof before and after giving effect to the requested Advance. (b) There shall have occurred and no event which has had or could reasonably be continuing; (iii) No Material expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated since the date of the most recent audited financial statements provided to the Credit Parties. (c) Each Request for Advance and each Swing Loan Request shall constitute a representation and warranty by the Borrower made as of the time of requesting such Advance and addressed to that the Lender conditions specified in this Section 4.2 have been fulfilled as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiontime of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an any Advance on any date is (including the initial Advance) shall be subject to the following further conditions precedent that precedent: (a) Each of the representations and warranties contained in Article 3 or in any other Margin Loan Documentation shall be true and correct on and as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (, except to the extent any that such representation or warranty representations and warranties specifically relates refer to an earlier date, then such representation or warranty in which case they shall be true and correct as of such earlier date; (b) No event or condition shall have resulted in a continuing, or would be reasonably expected to cause, either individually or in the aggregate, a Material Adverse Effect; (c) Borrower shall have delivered a Borrowing Notice in accordance with the requirements hereof; (d) Each Lender and no Default or each Agent shall have received a certificate of a Responsible Officer of Borrower dated the date of such Advance certifying that after giving effect thereto, (x) the LTV Level shall not exceed the Initial LTV Level and (y) all types and amounts of Collateral shall be held on a Pro Rata Basis; (e) No Default, Event of Default Default, Mandatory Prepayment Event, Collateral Call Trigger Event or Adjustment Determination Period shall have occurred and be continuing, or would result from such Advance or from the application of the proceeds therefrom; (iiif) No Material Adverse Change or Material Adverse Operational Effect The Collateral Requirement shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, been satisfied in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityall respects; and (viig) The Commitment and LTV Level after giving effect to the obligation proposed Advances shall not exceed the Initial LTV Level. (h) Substantially all of the Lender to make Borrower’s assets are comprised of the Collateral and substantially all of the Borrower’s liabilities are those created under the Margin Loan Documentation. (i) Administrative Agent shall have received from Borrower a certificate from a Responsible Officer of Borrower, dated as of the Advance date, which shall contain representations that the conditions set forth in Section 4.03(a), (b), (d), (e), (f), (g) and (h) have been satisfied; provided that this Section 4.03(i) shall be deemed satisfied by the delivery by the Borrower of a Borrowing Notice. The borrowing of an Advance hereunder on the Advance date shall not have terminated pursuant be deemed to constitute a representation and warranty by Borrower on the date thereof as to the matters specified in Section 9.2 hereof or pursuant to Section4.03(a) through Section 4.03(h).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Purchasers to make an any Advance on any date is subject to the satisfaction of the following conditions precedent that on each applicable Advance Funding Date: (a) [Reserved]; (b) The Authority shall have delivered to the date Administrative Agent a certificate signed by an Authorized Officer, dated the applicable Advance Funding Date, certifying as to the following as of such Advancedate: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority contained in this Agreement and in each Related Document to which it is a party are true and correct in all material respects without duplication of any materiality qualifiers on such Advance Funding Date as set forth though made on and as of such Advance Funding Date, except to the extent any such representation or warranty relates specifically to an earlier date in Article VII hereof which case such representation and warranty shall be true and correct in all material respects as though made on the date without duplication of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct materiality qualifiers as of such earlier date; (ii) and no Default or Material Event of Default shall have has occurred and be continuingis continuing or, upon the funding of the related Advance, would occur; (iii) No Material Adverse Change the principal amount of the Advance to be made on such Advance Funding Date (which, in the case of the 2022B Bonds, shall only apply to the Initial Advance with respect to the 2022B Bonds to be made on the Effective Date), together with the aggregate principal amount of all Advances previously made, does not exceed, (A) with respect to the 2022A Bonds (x) the Aggregate 2022A Commitment Amount or Material Adverse Operational Effect shall have occurred(y) the aggregate principal amount of 2022A Bonds permitted to be issued under the Indenture or (b) with respect to the 2022B Bonds (i) the Initial Advance to be made by JPMorgan Chase Bank, National Association, as Purchaser, in the full amount of the aggregate principal amount of 2022B Bonds to be issued under the Indenture; (iv) The Lender shall have received an opinion the aggregate of Bond Counsel dated all Project Related Costs incurred to date and confirmation that the date proceeds of such Advance and addressed will be used to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lenderpay Project Related Costs; (v) The Lender shall all Governmental Approvals which are required to have received an executed Supplemental Tax Certificate;been obtained as of such Advance Funding Date by or on behalf of the Authority in order to implement the Project have been so obtained and are in full force and effect and the Authority is in compliance with all such Governmental Approvals, and, to the knowledge of the Authority, no steps have been taken to revoke or cancel any such Governmental Approval, except to the extent in any such case that any failure to obtain, failure to maintain in full force and effect, non-compliance with, or revocation or cancellation of, any such Governmental Approval does not have a Material Adverse Effect; and (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority estimated date of the Completion of the Convention Center and signed the estimated date of the Completion of the Developer’s Phase 1A Infrastructure Improvements, in each case as reasonably determined by the Authority; and. (viic) The Commitment and the obligation of the Lender to make an Advance hereunder Administrative Agent shall not have terminated received written notice from Bond Counsel to the effect that any of the opinions described in Section 4.01 may no longer be relied upon. (d) With respect to the 2022A Bonds, the Advance Funding Date shall occur on or prior to the 2022A Commitment Termination Date. (e) The Bonds shall not be (i) assigned a specific rating by any rating agency or a CUSIP, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to Section 9.2 hereof any type of official statement, private placement memorandum or pursuant to Sectionother offering document or (iv) placed or offered by a broker-dealer in the capacity of an underwriter or a placement agent.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on all of the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except after giving effect to any updates to information provided to the extent any such representation or warranty specifically relates to an earlier dateLenders in accordance with the terms of this Agreement, then such representation or warranty shall be true and correct as of such earlier date(ii) and no Default or Event of Default hereunder shall have occurred and then exist or be continuingcaused thereby; (iiib) No Material Adverse Change or Material Adverse Operational Effect the Administrative Agent shall have occurredreceived a duly executed Request for Advance for the Loans; (ivc) The Lender the incumbency of the Authorized Signatories shall have received an opinion be as stated in the applicable certificate of Bond Counsel dated incumbency contained in the date certificates of such Advance and addressed the Borrower delivered to the Lender Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the exclusion of interest on the Advance Administrative Agent and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementLenders having a Revolving Loan Commitment, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityDDTL Commitment or Incremental Facility Commitment; and (viid) The Commitment with respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the obligation Lenders having a Revolving Loan Commitment and, prior to the DDTL Commitment Termination Date, a DDTL Commitment shall have received such documents and instruments relating to such Acquisition or formation of the Lender to make an Advance hereunder shall not have terminated pursuant to a new Restricted Subsidiary as are described in Section 9.2 5.10 hereof or pursuant to Sectionotherwise required herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender ------------------------------------ Monsanto to make an Advance on any date is Advances under the Loan shall be subject to the further conditions precedent that that, on the date of such Advance: funding date, (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All all representations and warranties of the Authority as set forth Company and the Subsidiaries contained in Article VII hereof this Agreement and the Guaranty shall be true true, correct, accurate and correct complete in all material respects as though if made on the such date of such Request for Advance and on the date of the proposed Advance (except (A) to the extent any such representation or warranty specifically relates to representations speak as of an earlier datedate or (B) for changes arising from events permitted by the covenants specified in this Agreement), then such representation or warranty (ii) all covenants specified in this Agreement shall be true and correct as of such earlier datehave been complied with in all material respects, (iii) and no Default or Event of Default event shall have occurred and be continuing; (iii) No Material Adverse Change , or Material Adverse Operational Effect shall have occurred; would result from such Advance, which constitutes an Event of Default or Potential Default, (iv) The Lender there shall not be initiated against the Company or any Subsidiary any action, suit or proceeding at law or in equity or by or before any court or government agency or authority or arbitral tribunal and there shall not have occurred any legal, regulatory or other development or any other circumstances whatsoever which, in the opinion of Monsanto, could reasonably be expected to have a material adverse effect on (a) the business, assets, operations or financial condition of the Company and its Subsidiaries taken as a whole, or (b) the ability of the Company and its Subsidiaries to perform any of their respective obligations hereunder or under the documents contemplated hereby (each of the foregoing being hereafter referred to as a "Material Adverse Effect"); provided, however, that no Material Adverse Effect shall be deemed to have occurred based solely on the outcome of the litigation between the Company and Enzo Biochem, Inc. ("Enzo"), (v) Monsanto shall have received documentation reasonably acceptable to Monsanto, verifying that Tomato Associates has reached certain milestones and achieved certain goals of the Strategy reflected in the request for the Advance, (vi) Monsanto shall have received certificates and evidence reasonably acceptable to Monsanto as to the financial condition of Tomato Associates, and (vii) an opinion Advance request in proper form shall have been submitted or made to Monsanto by the Company. The making of Bond Counsel dated a request by the Company for an Advance hereunder, whether in writing, or by telephone confirmed in writing, or otherwise, shall constitute a certification by the Company that all representations and warranties recited or referred to in this Section 2.02 and Article III hereof are true as of and as if made the date of such Advance request (except as set forth above) and addressed that all required conditions to the Lender as to the exclusion making of interest on the such Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionmet.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation making of each Advance (including the Lender initial Advance) by the Lenders to make an Advance on any date is the Borrower shall be subject to the further conditions precedent that on each Borrowing Date, each of the following shall be true and correct on such Borrowing Date, and, with respect to such Advance, both before (except with respect to clause (f) below) and after giving effect to such Advance: (a) The representations and warranties contained in Article IV are correct in all material respects on and as of such date as though made on and as of such date (except for those representations and warranties which are specifically made only as of a specific date, which such representations and warranties shall be correct in all material respects on and as of the date made) and the Borrower and the Servicer are in compliance in all material respects with the covenants set forth in Article V as of such date; (b) The Aggregate Principal Balance at such time is less than or equal to the lesser of (i) the Aggregate Commitments, and (ii) the Borrowing Base; (c) The Overconcentration Amount shall be zero; (d) No event has occurred and is continuing, or would result from such Advance which constitutes an Event of Termination, an Early Amortization Event, a Servicer Termination Event, an Incipient Event of Termination or an event that but for notice or lapse of time or both would constitute an Early Amortization Event; (e) If, at such time, a Purchase is then being made under the Receivables Sale Agreement, each of the conditions precedent set forth in Section 3.02 and Section 3.03 of the Receivables Sale Agreement shall have been met or waived to the satisfaction of the Administrative Agents; (f) If a Hedge Event Date has occurred, the Borrower shall have procured one or more Eligible Hedge Agreements with an Eligible Hedge Counterparty or Counterparties in an amount not less than the Aggregate Principal Balance after giving affect to such Advance; (g) If a Mandatory Back-up Servicer Event has occurred, the Borrower shall have procured a Back-up Servicing Agreement with a Back-up Servicer; (h) a Borrowing Notice has been delivered to all of the Administrative Agents; (i) the Contracts subject to such Advance have either been (i) in the case of Contracts which are tangible chattel paper, delivered to the Servicer, or (ii) in the case of Contracts which are electronic chattel paper, under the “control” (as defined in Section 9-105 of the UCC) of the Servicer for the benefit of the Program Agent on behalf of the Secured Parties; and (j) the Receivables Sale Agreement shall be in full force and effect. Each delivery of a Borrowing Notice to the Program Agent and the Administrative Agents, and the acceptance by the Borrower of the Advance, shall constitute a representation and warranty by the Borrower that, as of the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance , both immediately before (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to clause (f) above) and after giving effect thereto and the Authority application of this Agreementthe proceeds thereof, the Bank Note statements in the foregoing clauses (a) through (j) above are true and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectioncorrect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an make, Convert or Continue each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Restricted Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof shall be true and correct in all material respects as though made on of the date time of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty previously fulfilled in accordance with the terms hereof and to the extent relating specifically relates to an earlier a specific prior date), then such representation or warranty shall be true and correct as at such time in all material respects, both before and after giving effect to the application of the proceeds of such earlier dateAdvance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance. (c) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Lender may reasonably request. (d) With respect to any Advance relating to any Acquisition or the formation of any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein. (e) No event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be expected to have a Materially Adverse Effect. (f) On the date of such Advance, after giving effect to the Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Sections 7.8, 7.9, 7.10 and 7.11 hereof and that no Default or Event of Default shall have occurred be caused hereunder by such Advance. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated warranty by the Borrower as to compliance with this Section 3.2 on the date of any such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionLoan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance, including the initial Advance on any date hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans, (ii) the Administrative Agent for Agent Advances or (iii) the Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.3, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent unless any such representation or warranty specifically relates is qualified as to an earlier datemateriality, then in which case such representation or and warranty shall be true and correct in all respects and unless such representation or warranty is made as of an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date) at such time, both before and no Default or Event after giving effect to the application of Default shall have occurred and be continuingthe proceeds of the Advance; (iiib) No Material Since December 26, 2010, there has occurred no event which has had or could reasonably be expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurredEffect; (ivc) The Lender There shall have received an opinion of Bond Counsel dated not exist on the date of such Advance and addressed after giving effect thereto, a Default or an Event of Default; (d) If, on or after the Agreement Date until the date of the first field exam by the Co-Collateral Agents after the Agreement Date, the Borrowers shall request an Advance which, together with all other Advances made and Letters of Credit issued before such requested Advance, is in an aggregate amount in excess of $10,000,000, the Borrowers shall provide the Co-Collateral Agents written notice at least fifteen (15) days prior to the Lender as to date of the exclusion of interest on the requested Advance and the related Loans from gross income for federal income tax purposes opportunity to conduct a field exam of the Borrowers’ Accounts during such fifteen (15) day period; (e) If either (i) Availability is less than the Availability Trigger Amount during any Testing Trigger Period or (ii) since the date of the most recent Advance or issuance of Letter of Credit (including the initial Advance and initial issuance of Letter of Credit, as applicable), the Transaction Conditions (Undrawn) are relied upon at any time during the period of time beginning with the first day of the fiscal quarter ended immediately preceding the requested date of a new Advance to the validity and enforceability with respect including such requested date of borrowing, by any Borrower Party to the Authority permit a transaction or event which would otherwise have not been permitted under Sections 8.1, 8.2, 8.4, 8.5, 8.7 or 8.13 of this Agreement, then a certificate of the Bank Note and Borrower Parties certifying as to compliance, after giving effect to such requested Advance, with the IndentureFixed Charge Coverage Ratio, including arithmetical calculations required to determine the same, as set forth in form and substance satisfactory Section 8.8 (notwithstanding that compliance with the Financial Covenants may not, as of such date, be required pursuant to the Lenderterms hereof) shall be delivered to the Administrative Agent with the applicable Request for Advance; (vf) The Lender most recent Borrowing Base Certificate which shall have been delivered to the Co-Collateral Agents pursuant to Section 7.5(a) shall demonstrate that, after giving effect to the making of such Advance, no Overadvance shall exist; (g) The Administrative Agent shall have received an executed Supplemental Tax Certificate; (vi) The Lender all such other certificates, reports, statements, opinions of counsel, or other documents as the Administrative Agent may reasonably request in their respective Permitted Discretion and all other conditions to the making of such Advance which are set forth in this Agreement shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityfulfilled; and (viih) The Commitment Unless otherwise consented to in writing by the Administrative Agent and the obligation Majority Lenders, none of the Lender events or conditions described in Section 9.1(g) or (h) shall then exist with respect to make any Borrower Party or any Subsidiary of any Borrower Party; provided that, notwithstanding the consent of the Administrative Agent and the Majority Lenders, no Advance shall be permitted in such instance if the proceeds thereof directly or indirectly fund any Borrower Party, or Subsidiary thereof, as to which any of the events or conditions described in Section 9.1(g) or (h) exist, except to the extent permitted and made as an Investment pursuant to Section 8.5. Each Borrower hereby agrees that the delivery of any Request for Advance hereunder or any telephonic request for an Advance hereunder shall shall, in each case, be deemed to be the certification of the Authorized Signatory thereof that all of the conditions set forth in this Section 4.2 have been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not have terminated pursuant to satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12, and, in any event the Majority Lenders may waive the condition set forth in Section 4.2(c).

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation At the time of the Lender making by the Lenders of each Advance (before as well as after giving effect to make an such Advance on any date is subject and to the conditions precedent that on proposed use of the date of such Advance:proceeds thereof): (ia) The Lender Agent shall have received a Request for Advance executed by an Authorized Representative set forth on timely Notice of Borrowing from the Authorized Representative Certificate as provided Borrower in Section 2.3(c) hereofaccordance with Article II; (iib) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no No Default or Event of Default shall have occurred and be continuing; (iiic) No Material Adverse Change or Material Adverse Operational Effect Such Advance shall have occurrednot cause the aggregate principal amount of all outstanding Advances to exceed the lesser of (i) the Commitment, and (ii) the then Maximum Availability Amount; (ivd) The Lender Subject to the provisions of Section 5.5 hereof, all representations and warranties contained herein and incorporated herein by reference (other than representations and warranties which are expressly provided as being made only as of the Closing Date) shall have received an opinion be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of Bond Counsel dated the date of such Advance and addressed the Borrower shall be in compliance in all material respects with all covenants and agreements contained in Article V hereof and elsewhere in this Agreement; (e) There shall have been no Material Adverse Change and no Requirement of Law or Contractual Obligation of the Borrower or any Subsidiary could reasonably be expected to result in a Material Adverse Change; (f) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against the Borrower or any of the officers or directors of any Subsidiary thereof in connection with this Agreement and the other Loan Documents which would result in a Material Adverse Change; (g) Agent shall have received: (i) prior to any Advance with respect to any Mortgaged Property (and, notwithstanding anything to the Lender contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) such supporting documentation for Total Costs as Agent may require, (2) Borrower's certificate to the exclusion of interest on effect that it has actually incurred the Advance and the related Loans from gross income Total Costs for federal income tax purposes and as to the validity and enforceability which it is seeking reimbursement with respect to the Authority of requested Advance, that such costs have not been made the basis for any other request for an Advance under this Agreement, that no Material Adverse Change has occurred since the Bank Note immediately preceding Advance, and that the Indenturerequested Advance will be used for (and only for) the Permitted Purpose, (3) a notice of title continuation or an endorsement to each title policy referred to in Section 3.3(a)(iii) indicating that since the date of the last preceding Advance there has been no change in the state of title not theretofore approved by Agent, which endorsement shall have the effect of redating the title policy to the date, and increasing the coverage thereof by the amount, of the Advance then being made, and (4) a Project Cost Report for such Mortgaged Property, dated as of the date of the Notice of Borrowing; (ii) prior to any Advance with respect to any Acquisition Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) a Budget for such Mortgaged Property, together with a full copy of the material agreement(s) (together with all amendments thereto) pursuant to which such Mortgaged Property was acquired, certified by the Borrower as being true, complete and accurate; (2) Borrower's certification that, and evidence reasonably satisfactory to Agent that, the zoning district in which the Mortgaged Property is located permits the development, use and operation of the Mortgaged Property as an extended stay facility, and that all zoning, planning board and similar approvals required to be obtained under any Requirements of Law or Use Requirements for the development, use and operation of an extended stay facility on such Mortgaged Property have been obtained and are in full force and effect; and (3) Borrower's certificate to the effect that the building permit and all other permits, authorizations and approvals required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility on such Mortgaged Property will be promptly and duly applied for, are capable of being obtained, and that Borrower will pursue the obtainment of such permits, authorizations and approvals with due diligence, and that the construction and operation of an extended stay facility on such Mortgaged Property shall at all times comply in all material respects with all applicable Requirements of Law and Use Requirements; and (iii) prior to any Advance with respect to any Direct Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Direct Costs or with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Agent shall have received): (1) Borrower's certification that the building permit and all other permits, authorizations and approvals then required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility on such Mortgaged Property (i.e., only to the extent such permits, authorizations and approvals are required to have been obtained for an extended stay facility on such Mortgaged Property as constructed and/or operated as of the date of such Advance) have been obtained and are in full force and effect in all material respects; (2) Borrower's certificate to the effect that final plans and specifications (the "Plans and Specifications") for the construction of an extended stay facility on such Mortgaged Property have been duly filed with all Governmental Authorities having jurisdiction over the construction of such facility; (3) a Final Budget for such Mortgaged Property; and (4) prior to the first Advance with respect to any Direct Cost for any particular Mortgaged Property, Borrower's certificate to the effect that agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility on such Mortgaged Property have been duly executed and delivered by all parties thereto and are in full force and effect; (h) The Agent shall have received such other documents or legal opinions as the Agent or counsel to the Agent may reasonably request, all in form and substance reasonably satisfactory to the LenderAgent; (v1) The Lender Agent shall have received an executed Supplemental Tax Certificate; payment of all costs and expenses (viother than the legal fees described in the following clause (2) The Lender of this subparagraph) incurred by Agent in connection with reviewing and evaluating the items furnished and the actions purporting to satisfy the conditions and requirements to be satisfied pursuant to this Section 3.2, and (2) receipt of a Notice of Borrowing for each Advance shall have received evidence that an IRS Form 8038-G has been duly completed by constitute Borrower's agreement and covenant to pay to the Authority Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable legal fees and signed by expenses incurred in connection with preparing and/or reviewing all documents relating to, and rendering at the Authorityrequest of Agent all advice respecting, such items, actions, conditions and requirements; and (viij) The Commitment and In the obligation of event that, within 120 days after the Lender first Advance relating to make an Advance hereunder any Mortgaged Property is made, Agent shall not have terminated received either: (1) the Final Budget for such Mortgaged Property, or (2) Borrower's certificate to the effect that all agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility on such Mortgaged Property have been duly executed and delivered by all parties and are in full force and effect, then, in either such event, notwithstanding anything to the contrary, Agent shall have no obligation to make any further Advances with respect to any Indirect Cost in connection with such Mortgaged Property (and no portion of the Indirect Costs with respect to the period commencing after such 120th day in connection with such Mortgaged Property shall be included in the computation of the Maximum Availability Amount) unless and until the Agent shall have received the items described in subclauses (1) and (2) of this subparagraph. Each request for an Advance by the Borrower, each selection or deemed selection by the Borrower of an additional Interest Period for any Advance pursuant to Section 9.2 hereof 2.7(ii), shall constitute a representation and warranty by the Borrower, as of the date of the Advance, the selection or pursuant deemed selection of such additional Interest Period, as the case may be, that the conditions specified in subsections (a)-(j) of this Section 3.2 have been satisfied. (a) (other than those referred to Sectionin subsections (viii) and (ix) thereof) and 3.3(b), to the extent applicable to such Advance, to Agent's counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., or at such other address or to such other counsel as Agent may from time to time designate by notice to Borrower. Notwithstanding the foregoing: (i) the failure of any such documents to be furnished to such counsel shall not constitute a Default or Event of Default (provided, however, nothing herein shall negate or vitiate any requirement hereunder to cause the Agent to receive any such documents), and (ii) copies of all of the foregoing documents delivered to such counsel shall also be given to Agent as provided herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, either (x) the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or (y) the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Tests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer RemovalControl Event or Servicer RemovalControl Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (i) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (i) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender to the extent applicable, subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing (with a copy to the Collateral Agent) with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Maximum Weighted Average Life Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Services Provider and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); provided that any representations of the Borrower, the Services Provider and the Equityholder contained in the Facility Documents that is already qualified by any materiality standard or warranty a no Material Adverse Effect standard shall be true and correct in all respects as of such Borrowing Date (except to the extent such representations and warranties expressly relate to any earlier date, in which case such representations and warranties shall be true and correct as of such earlier date as if made on such date) and without regard to the materiality standard set forth in this clause (d); (e) no Default or Default, Event of Default Default, Potential Services Provider Removal Event or Services Provider Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect the Reinvestment Period shall not have occurredterminated; (ivg) The Lender shall have received after giving effect to any Advance of an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAvailable Currency not denominated in Dollars, the Bank Note and Foreign Currency Advance Amount shall not exceed the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038Non-G has been duly completed by the Authority and signed by the AuthorityDollar Sublimit; and (viih) The Commitment and after giving effect to such Advance, the obligation Dollar Equivalent of the Lender to make an Advance hereunder aggregate outstanding principal balance of the Advances shall not have terminated pursuant exceed an amount equal to Section 9.2 hereof or pursuant to Sectionthe Dollar Equivalent of the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an Advance on any date is subject to the conditions precedent that on the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c2.03(c) hereofhereof specifying whether such Advance will be a Tax-Exempt LIBOR Revolving Loan or a Taxable Revolving Loan; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) The Lender shall have received satisfactory evidence that all representations and certifications of the Authority that the Lender deems necessary to maintain the tax-exempt status of the interest on any Tax-Exempt Loan have been delivered and are true and correct; (iv) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (ivv) The Lender shall be satisfied that the opinion of Bond Counsel delivered pursuant to Section 2.04(a)(v)(A) hereof remains in full force and effect or the Lender shall have received an opinion of from Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Tax-Exempt Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenturepurposes, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The With respect to an Advance for a Tax-Exempt LIBOR Revolving Loan, the Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 10.2 hereof or pursuant to SectionSection 2.07 hereof. Unless the Authority shall have otherwise previously advised the Lender in writing, delivery to the Lender of a Request for Advance shall be deemed to constitute a representation and warranty by the Authority that on the date of such Request for Advance and on the date of the proposed Advance each of the foregoing conditions has been satisfied and that all representations and warranties of the Authority as set forth in Article VII hereof is true and correct as though made on the date of such Request for Advance and on the date of the proposed Advance and no Default or Event of Default shall have occurred and be continuing on the date of such Request for Advance or on the date of the proposed Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect the Reinvestment Period shall not have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityterminated; and (viig) The Commitment and after giving effect to such Advance, the obligation aggregate outstanding principal balance of the Lender to make an Advance hereunder Advances shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionexceed the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Minimum OC Coverage Test shall be satisfied and each Class Minimum OC Coverage TestTests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (i) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an Advance on any date each Advance, including, without limitation, the initial Advance, is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on With respect to Advances which, if funded, would increase the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All aggregate amount of the Loans outstanding hereunder, all of the representations and warranties of the Authority Borrower under this Agreement, which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects respects, both before and after giving effect to the making of the Advance and application of the proceeds of the Advance, except to the extent they relate solely to an earlier date or time period; (b) The incumbency of the Authorized Signatories shall be as though made on stated in the date certificate of such incumbency contained in the Borrower's loan certificate delivered pursuant to Section 3.1(a) hereof or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) With respect to Advances which, if funded, would increase the aggregate amount of Loans outstanding hereunder, the Administrative Agent and the Lenders shall have received a duly executed Request for Advance Advance, which shall certify the Borrower's compliance with Sections 7.8, 7.9, 7.10, 7.14 and 7.15 hereof, both before and after giving effect to the making of the requested Advance; and (d) With respect to Advances which, if funded, would increase the aggregate amount of the Loans outstanding hereunder, there shall not exist, on the date of the proposed making of the Advance (except to the extent any such representation or warranty specifically relates to an earlier dateand after giving effect thereto, then such representation or warranty shall be true and correct as of such earlier date) and no a Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated hereunder, and, since the date of such Advance the most recent audited annual financial statements of the Borrower and addressed the Restricted Subsidiaries referred to in Section 4.1(k) or required to have been delivered to the Lender as to the exclusion of interest on the Advance Administrative Agent and the related Loans from gross income for federal income tax purposes and as Lenders pursuant to the validity and enforceability with respect to the Authority of this AgreementSection 6.2 hereof, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder there shall not have terminated pursuant occurred any event which could reasonably be expected to Section 9.2 hereof have or pursuant to Sectionwhich has had a Materially Adverse Effect, except for any such event affecting the cable television industry generally.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation At the time of the Lender making by the Lenders of each Advance (before as well as after giving effect to make an such Advance on any date is subject and to the conditions precedent that on proposed use of the date of such Advance:proceeds thereof): (ia) The Lender Arranger and the Administrative Agent shall have received a Request for Advance executed by an Authorized Representative set forth on timely Notice of Borrowing from the Authorized Representative Certificate as provided Borrower in Section 2.3(c) hereofaccordance with Article II; (iib) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no No Default or Event of Default shall have occurred and be continuing; c) Such Advance shall not cause the aggregate principal amount of all outstanding Advances to exceed the lesser of (iiii) No Material Adverse Change or Material Adverse Operational Effect shall have occurredthe Commitment, and (ii) the then Maximum Availability Amount; d) Subject to the provisions of Section 5.5 hereof, all representations and warranties contained herein and incorporated herein by reference (ivother than representations and warranties which are expressly provided as being made only as of the Effective Date) The Lender shall have received an opinion be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of Bond Counsel dated the date of such Advance and addressed the Borrower shall be in compliance in all material respects with all covenants and agreements contained in Article V hereof and elsewhere in this Agreement; e) There shall have been no Material Adverse Change and no Requirement of Law or Contractual Obligation of the Borrower or any Subsidiary could reasonably be expected to result in a Material Adverse Change; f) No litigation, investigation or proceeding before or by any arbitrator or Governmental Authority shall be continuing or threatened against the Lender as to Borrower or any of the exclusion officers or directors of interest on the Advance any Subsidiary thereof in connection with this Agreement and the related Loans from gross income for federal income tax purposes and as to other Loan Documents which would result in a Material Adverse Change; g) the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the IndentureAdministrative Agent shall have received, in form and substance satisfactory to the LenderAdministrative Agent: (i) prior to any Advance with respect to any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received): (1) such supporting documentation for Total Costs and Estimated Operating Property Value of the Mortgaged Properties as the Administrative Agent may require, (2) Borrower's certificate to the effect that it has actually incurred the Total Costs for which it is seeking reimbursement with respect to the requested Advance, that such costs have not been made the basis for any other request for an Advance under this Agreement, that no Material Adverse Change has occurred since the immediately preceding Advance, and that the requested Advance will be used for (and only for) the Permitted Purpose, (3) a notice of title continuation or an endorsement to each title policy referred to in Section 3.3(a)(iii) dated no more than seven (7) days prior to the date of any such Advance, indicating that since the date of the last preceding Advance there has been no change in the state of title not theretofore approved by the Administrative Agent, which endorsement shall have the effect of redating such title policy to a date no more than seven (7) days prior to the date of any such Advance, and increasing the coverage thereof by an amount equal to at least the amount of the Advance then being made, together with Borrower's certificate dated on the date of any such Advance to the effect that there has been no change in the state of title since the date of such title continuation or endorsement or title policy, as the case may be, and the date of such Advance; or in the case of a New Mortgaged Property, a title policy as referred to in Section 3.3(a)(iii) dated the date of any such Advance, (4) a Project Cost Report for such Mortgaged Property, dated as of the date of the Notice of Borrowing, and (5) evidence that (A) the Borrower's sources and uses of funds are in balance with respect to Borrower's business in general, which evidence may be in the form of Exhibit U (B) the Borrower has adequate sources to make each Project under Development Construction Complete and (C) the Borrower has adequate sources to satisfy the Borrower's cash requirements; (vii) The Lender prior to any Advance with respect to any Acquisition Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Total Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received an executed Supplemental Tax Certificatereceived): (1) a Budget for such Mortgaged Property, together with a full copy of the material agreement(s) (together with all amendments thereto) pursuant to which such Mortgaged Property was acquired, certified by the Borrower as being true, complete and accurate; (vi2) The Lender Borrower's certification that, and evidence reasonably satisfactory to the Administrative Agent that, the zoning district in which the Mortgaged Property is located permits the development, use and operation of the Mortgaged Property as an extended stay facility, including ancillary facilities related thereto, and that all zoning, planning board and similar approvals required to be obtained under any Requirements of Law or Use Requirements for the development, use and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property have been obtained and are in full force and effect; (3) Borrower's certificate to the effect that the building permit and all other permits, authorizations and approvals required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property will be promptly and duly applied for, are capable of being obtained, and that Borrower will pursue the obtainment of such permits, authorizations and approvals with due diligence, and that the construction and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property shall have received at all times comply in all material respects with all applicable Requirements of Law and Use Requirements, and (4) Borrower's certification, and evidence reasonably satisfactory to the Administrative Agent, that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityBorrower is in compliance with subsection 5.3(v) hereof; and (viiiii) prior to any Advance with respect to any Direct Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Direct Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received): (1) Borrower's certification that the building permit and all other permits, authorizations and approvals then required to be obtained under any Requirements of Law or Use Requirements for the construction and operation of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property (i.e., only to the extent such permits, authorizations and approvals are required to have been obtained for an extended stay facility and such ancillary facilities as constructed and/or operated as of the date of such Advance) have been obtained and are in full force and effect in all material respects; (2) Borrower's certificate to the effect that final plans and specifications (the "Plans and Specifications") for the construction of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property have been duly filed with all Governmental Authorities having jurisdiction over the construction of such facility; (3) a Final Budget for such Mortgaged Property; and (4) prior to the first Advance with respect to any Direct Cost for any particular Mortgaged Property, Borrower's certificate to the effect that agreements with the general contractor and all major trade contractors and subcontractors required for the construction of an extended stay facility, including ancillary facilities related thereto, on such Mortgaged Property have been duly executed and delivered by all parties thereto and are in full force and effect. (iv) prior to the first Advance with respect to the Indirect Cost for any Mortgaged Property (and, notwithstanding anything to the contrary, no portion of the Indirect Costs with respect to such Mortgaged Property shall be included in the computation of the Maximum Availability Amount unless the Administrative Agent shall have received): (1) with respect to any Mortgaged Property which is not a Stabilized Project, Borrower's certification that construction shall commence in accordance with the Plans and Specifications for such Mortgaged Property not later than ninety (90) days of the first advance for Indirect Costs for such Mortgaged Property, and (2) all other documents required under clauses (i), (ii) and (iii) above. h) The Commitment Borrower shall have commenced construction of each extended stay facility, including the ancillary facilities related thereto, to be constructed on a Mortgaged Property in accordance with the Plans and Specifications therefor not later than ninety (90) days from the date that Borrower receives the first Advance with respect to Indirect Costs for such Mortgaged Property; provided, however, notwithstanding the foregoing, if either (x) despite the use of commercially reasonable efforts, such construction cannot be commenced within such 90-day period as a result of conditions or circumstances outside of the Borrower's control (it being agreed that conditions or circumstances which can be cured by the payment of money on commercially reasonable terms shall not be deemed outside of the Borrower's control), or (y) commencement of construction within such 90-day period shall or is reasonably likely to result in the Direct Costs or Indirect Costs with respect to such Mortgaged Property being materially greater than the amount thereof set forth in the Budget for such Mortgaged Property, then, in either such event, Borrower shall have an additional thirty (30) days to commence construction on such Mortgaged Property. In the event construction is not commenced with one hundred twenty (120) days after the first advance of Indirect Costs with respect to such Mortgaged Property, then no additional Advances for such Mortgaged Property shall be made until construction commences. i) The Administrative Agent shall have received such other documents or legal opinions as the Administrative Agent or counsel to the Arranger may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent; and (1) The Administrative Agent shall have received payment of all costs and expenses (other than the legal fees described in the following clause (2) of this subparagraph) incurred by the Administrative Agent in connection with reviewing and evaluating the items furnished and the obligation actions purporting to satisfy the conditions and requirements to be satisfied pursuant to this Section 3.2, and (2) receipt of a Notice of Borrowing for each Advance shall constitute Borrower's agreement and covenant to pay to the Administrative Agent, promptly upon demand (together with a reasonably detailed invoice(s) in respect thereof), all reasonable legal fees and expenses incurred in connection with preparing and/or reviewing all documents relating to, and rendering at the request of the Lender to make Administrative Agent all advice respecting, such items, actions, conditions and requirements. Each request for an Advance hereunder shall not have terminated by the Borrower, each selection or deemed selection by the Borrower of an additional Interest Period for any Advance pursuant to Section 9.2 hereof 2.7(ii), shall constitute a representation and warranty by the Borrower, as of the date of the Advance, the selection or pursuant deemed selection of such additional Interest Period, as the case may be, that the conditions specified in subsections (a)-(j) of this Section 3.2 have been satisfied. (a) (other than those referred to Sectionin subsections (viii) and (ix) thereof) and 3.3(b), to the extent applicable to such Advance, to the Administrative Agent and the Arranger's counsel, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., or at such other address or to such other counsel as Arranger may from time to time designate by notice to Borrower. Notwithstanding the foregoing: (i) the failure of any such documents to be furnished to such counsel shall not constitute a Default or Event of Default (provided, however, nothing herein shall negate or vitiate any requirement hereunder to cause the Administrative Agent to receive any such documents), and (ii) copies of all of the foregoing documents delivered to such counsel shall also be given to the Administrative Agent as provided herein.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund -71- Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04;: (ia) The Lender subject to Section 2.02, the Administrative Agent must have received and approved an Approval Request for the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List and such inclusion on the Approved List has not expired or been rescinded; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied and the Tranche Minimum OC Coverage Test for each Tranche shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) the Maximum Facility Amount and (y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make each Advance, including the initial Advance hereunder (but excluding Advances, the proceeds of which are to reimburse (i) the Swing Bank for Swing Loans or (ii) an Advance on any date Issuing Bank for amounts drawn under a Letter of Credit), is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower Parties under this Agreement and the other Loan Documents, which, pursuant to Section 5.4, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct in all material respects as though made on at such time, both before and after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender Administrative Agent shall have received a certificate (which may be a Request for Advance) to that effect signed by an opinion Authorized Signatory of Bond Counsel the Administrative Borrower and dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income or such Request for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the LenderAdvance; (vb) The Lender incumbency of the Authorized Signatories of the Administrative Borrower shall be as stated in the certificate of incumbency contained in the certificate of the Administrative Borrower delivered pursuant to Section 4.1(a) or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders; (c) After giving effect to such Advance, the Aggregate Revolving Credit Obligations shall not exceed the Revolving Loan Commitments; (d) There shall not exist on the date of such Advance and after giving effect to the application of the proceeds of such Advance, a Default or an Event of Default and the Administrative Agent shall have received an executed Supplemental Tax Certificate; a certificate (viwhich may be a Request for Advance) The Lender shall have received evidence to that an IRS Form 8038-G has been duly completed by the Authority and effect signed by an Authorized Signatory of the AuthorityAdministrative Borrower and dated the date of such Advance; and (viie) The Commitment Administrative Agent and the obligation Lenders shall have received all such other certificates, reports, statements, opinions of counsel, or other documents as the Lender Administrative Agent or Lenders may reasonably request and all other conditions to make an the making of such Advance which are set forth in this Agreement shall have been fulfilled. The Borrowers hereby agree that the delivery of any Request for Advance hereunder shall be deemed to be the certification of the Authorized Signatory of the Administrative Borrower thereof, on behalf of the Borrowers, that there does not exist, on the date of the making of the Advance and after giving effect thereto, a Default or an Event of Default hereunder and that all of the other conditions set forth in this Section 4.2 have terminated pursuant to been satisfied. Notwithstanding the foregoing, if the conditions, or any of them, set forth above are not satisfied, such conditions may be waived by the requisite Lenders under Section 9.2 hereof or pursuant to Section11.12.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make each Advance (including, without limitation, the initial Advance hereunder but excluding (w) a purchase of participation of a Swing Line Loan pursuant to Section 2.2(f), (x) a Letter of Credit Loan made by an Issuing Bank or a Revolving Lender pursuant to Section 2.2(g), (y) a conversion of all or a portion of an Advance on any date from one Type to the other pursuant to Section 2.2(b)(ii)(B) or Section 2.2(c)(ii)(B) and (z) a rollover of all or a portion of an Advance of the same Type pursuant to Section 2.2(b)(ii)(A) or Section 2.2(c)(ii)(A)), and the obligation of an Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew or extend a Letter of Credit, is subject to the further conditions precedent that on the date of such Advance or issuance or renewal, (a) the following statements shall be true (and each of the giving of the applicable Request for Advance:, or Notice of Issuance or Notice of Renewal and the acceptance by the Borrowers of the proceeds of such Advance or of such Letter of Credit or the renewal of such Letter of Credit shall constitute a representation and warranty by each Borrower that both on the date of such notice and on the date of such Advance or issuance or renewal such statements are true): (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on All of the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority U.S. Borrower, Target and their respective Subsidiaries under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though if made on at such time, both before and immediately after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except after giving effect to any updates to information provided to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as Lenders in accordance with the terms of such earlier date) representations and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authoritywarranties; and (viiii) The Commitment No Default has occurred and is continuing, or would result from such Advance or issuance or renewal or from the obligation application of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionproceeds therefrom;

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on all of the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority Borrowers under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Restricted Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except after giving effect to any updates to information provided to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as Lenders in accordance with the terms of such earlier date) representations and warranties, and no Default or Event of Default hereunder shall have occurred and then exist or be continuingcaused thereby; (iiib) No Material Adverse Change or Material Adverse Operational Effect the Administrative Agent shall have occurredreceived a duly executed Request for Advance; (ivc) The Lender the incumbency of the Authorized Signatories shall be as stated in the applicable certificate of incumbency contained in the certificates of the Borrowers delivered to the Administrative Agent prior to or on the Agreement Date or as subsequently modified and reflected in a certificate of incumbency delivered to the Administrative Agent and the Lenders having a Revolving Loan Commitment; (d) the Administrative Agent and the Lenders having the applicable Commitment shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an opinion Acquisition) or other documents as the Administrative Agent or any Lender having a Revolving Loan Commitment may reasonably request; (e) with respect to any Advance relating to any Acquisition or the formation of Bond Counsel dated any Restricted Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders having a Revolving Loan Commitment shall have received such documents and instruments relating to such Acquisition or formation of a new Restricted Subsidiary as are described in Section 5.13 hereof or otherwise required herein; and (f) with respect to any Advance, the Borrowers shall certify to the Administrative Agent and the Lenders having a Revolving Loan Commitment that the cash balance on hand as of the date of such Advance and addressed to (excluding amounts which are held in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (vProceeds Account) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder Borrowers and their Subsidiaries shall not have terminated pursuant exceed (after giving effect to Section 9.2 hereof or pursuant application of proceeds of such Advance which proceeds must be intended to Sectionbe used within a reasonable period of time) $50,000,000.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance on any date is (other than Deemed Advances) shall be subject to the conditions precedent that the condition set forth in Section 3.01 has been satisfied or waived by the Lender and on the date of such Advance:Advance the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Advancee such statements are true): (ia) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties contained in Article IV of this Agreement are true and correct in all material respects on and as of the Authority date of such Advance, before and after giving effect to such Advance and to the application of proceeds therefrom, as set forth in Article VII hereof though made on and as of such date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be true and correct in all material respects only as though of such date); (b) no event has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom, that constitutes a Default; and (c) the schedule attached to such Notice of Borrowing and certified by the Joint Steering Committee lists the Eligible Costs and Expenses expected to be incurred during the relevant period in respect of which Advances are being requested, the sum of which Eligible Costs and Expenses is no less than the amount of the Proposed Advance plus the positive difference between all Advances made on under the Loan Agreement prior to the date of such Request for Advance Notice of Borrowing and on the date aggregate amount of the proposed Advance (except Eligible Costs and Expenses actually incurred prior to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true if any, and correct as which Eligible Costs and Expenses have not been included in any prior Notice of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionBorrowing.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on (including the initial Advance hereunder and any date Advance of the Incremental Term Loans) is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender All of the representations and warranties made by or with respect to Holdco, the Borrower and its Subsidiaries, or any of them, under this Agreement and the other Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, shall be true and correct at such time in all material respects, both before and after giving effect to the application of the proceeds of such Advance unless specifically relating to an earlier date; and (b) There shall not exist, on the date of the making of such Advance and after giving effect to the application of the proceeds of such Advance, a Default or Event of Default hereunder (other than (x) during the Forbearance Period, any Specified Default and (y) with respect to any Advance of the Incremental Term Loans the proceeds of which shall be used to fund the Bond Interest Payment, whether such Advance is made during or after expiration of the Forbearance Period, any Default or Event of Default other than a Material Default), and the Administrative Agent shall have received a Request for Advance executed signed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Signatory so certifying, which Request for Advance and on the date of the proposed Advance shall also (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation Advances of the Lender Incremental Term Loans made during the Forbearance Period or after expiration of the Forbearance Period for the purpose of funding the Bond Interest Payment) provide calculations demonstrating the Borrower's compliance with Sections 8.1 and 8.2 hereof before and after giving effect to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionsuch Advance."

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an make, Convert or Continue each Advance on any date or after the Agreement Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Subsidiaries), which, pursuant to Section 4.2, are made at and as set forth of the time of such Advance (except to the extent previously fulfilled in Article VII accordance with the terms hereof and to the extent relating specifically to a specific prior date), shall be true and correct at such time in all material respects (except to the extent that any such representation and warranty is qualified by materiality or Materially Adverse Effect, in which case such representation and warranty shall be true and correct in all material respects as though made on respects), both before and after giving effect to the date application of the proceeds of such Request for Advance Advance, and on the date of the proposed Advance (except after giving effect to any updates to information provided to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as Lenders in accordance with the terms of such earlier date) representations and warranties, and no Default or Event of Default hereunder shall then exist or be caused thereby. (b) With respect to Advances which, if funded, would increase the aggregate principal amount of the Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance. (c) The Administrative Agent and the Lenders shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an Acquisition) or other documents as the Administrative Agent or any Lender may reasonably request. (d) With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Lenders shall have received certified documents and instruments relating to such Acquisition or such formation of a new Subsidiary as are described in Section 5.13 or otherwise required herein. (e) No event shall have occurred and no condition exist, in each case, which, in the reasonable judgment of the Required Lenders, has had or could be continuing;expected to have a Materially Adverse Effect. (iiif) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated On the date of such Advance and addressed Advance, after giving effect to the Lender Advance requested, the Borrower shall be in compliance on a pro forma basis with the covenant set forth in Section 7.8. The acceptance of proceeds of any Advance which would increase the aggregate principal amount of Loans outstanding shall be deemed to be a representation and warranty by the Borrower as to the exclusion of interest compliance with this Section 3.2 on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiondate any such Loan is made.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender each Bank to make an any Advance (other than its initial Committed Advance on any date is the Closing Date and other than with respect to a Conversion) hereunder shall be subject to the further conditions precedent that on the date of such Advance: (ia) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof following statements shall be true (and correct in all material respects as though made each of the giving of the applicable notice or request with respect to such Advance and the acceptance by the Borrower of the proceeds of such Advance shall constitute a representation and warranty by the Borrower that on the date of such Request for Advance such statements are true): (i) The representations and warranties contained in Section 4.01 and in Section 4 of each Collateral Assignment are correct on and as of the date of such Advance, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date, except to the extent such representations and warranties relate solely and expressly to an earlier date, (ii) No event has occurred and is continuing, or wouldresult from such Advance or from the application of the proceeds therefrom, which constitutes an Event of Default or which would constitute an Event of Default but for the requirement that notice be given or time elapse or both, and (iii) The corresponding requirements of Section 2.01 hereof have been satisfied in respect of such proposed Advance. (b) if applicable, the Agent shall have received from the Borrower a certificate indicating any material reductions (other than reductions resulting from amortization) that have occurred in the amount of (i) in the case of a FPC Committed Borrowing or FPC Competitive Borrowing, FPC Recapturable Costs or (ii) in the case of a CMA Committed Borrowing or CMA Competitive Borrowing, CMA Recapturable Costs, since the date of the most recent Rule 24 Report of the Borrower furnished to the Banks pursuant to Section 5.03 (and the acceptance by the Borrower of the proceeds of such Borrowing in the absence of such certificate shall be deemed to constitute a representation and warranty by the Borrower that on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then Borrowing no such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall material reductions have occurred and be continuing;occurred); and (iiic) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender the Agent shall have received an opinion such other approvals, opinions or documents as any Bank through the Agent may reasonably request not later than one Business Day following receipt of Bond Counsel dated the date relevant Notice of such Advance and addressed to Committed Borrowing or Notice of Competitive Borrowing, as the Lender case may be, as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and legality, validity, binding effect or enforceability with respect to the Authority of this Agreement, the Bank Note Notes, any other Loan Document or any of the Ancillary Agreements, any deviation (whether material or immaterial) from the representations and the Indenturewarranties set forth in Article IV hereof, in form and substance satisfactory or any law or regulation applicable to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityBorrower; and (viid) The Commitment and if such Advance is a Competitive Advance (including the obligation initial Competitive Advance), the Agent shall have received the written confirmatory Notice of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionCompetitive Borrowing with respect thereto.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders shall not be required to make an any Advance on any date is subject to (other than the Effective Date Advance) unless the following conditions precedent that are satisfied on the date of such Advanceapplicable Borrowing Date: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in There exists no Default or Unmatured Default (including, without limitation, any Out-of-Balance Condition or failure to comply with Section 2.3(c6.21 hereof) hereof;that is continuing. (ii) All The Administrative Agent and the Construction Consultant shall have (A) received the materials described in Section 2.20.4(b) hereof all in form and substance acceptable to the Construction Consultant and the Administrative Agent, and (B) approved the Initial Construction Budget and given the Budget Approval Notice to the Reserve Account Bank. (b) The representations and warranties of the Authority as set forth contained in Article VII hereof shall be V are true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (Borrowing Date except to the extent any such representation or warranty specifically relates is stated to relate solely to an earlier date, then in which case such representation or warranty shall be have been true and correct on and as of such earlier date. (c) and no Default or Event of Default The Administrative Agent shall have occurred and be continuing;received a Borrowing Notice, properly completed by Borrower, with respect to the requested Advance, together with a certification by an Authorized Officer showing the calculations necessary to make the required representation with respect to the continuing adequacy of amounts then on deposit in the Completion Reserve Account pursuant to Section 5.25(iii). (iiid) No Material Adverse Change or Material Adverse Operational Effect The Administrative Agent shall have occurred;received a current report from the Construction Consultant to verify that as of the date of each Advance, all work and materials have been performed and incorporated into the Project substantially in accordance with the Approved Plans and Specifications, and that the Completion Conditions will be achieved within the Approved Project Budget and on or before the Required Completion Date. (ive) The Lender Administrative Agent shall have received Required Lien Waivers sufficient to cause the current Date Down Endorsement to be issued. (f) The Administrative Agent shall have received an opinion of Bond Counsel dated endorsement to the Mortgage Title Insurance Policy extending the coverage to include the date and amount of such Advance the requested disbursement, without exception for mechanic's liens or claims of liens, or any other matters not previously approved by the Administrative Agent in writing (each, a "Date Down Endorsement"). (g) The Administrative Agent shall have received copies of all documents required by the Title Insurer in order to issue the Date Down Endorsements. (h) The Administrative Agent shall have received copies of and addressed (except in the case of Permissible Modifications) approved in writing any amendments, supplements, or modifications to the Lender as Approved Plans and Specifications and any Project Agreements which have not been previously provided to and (except in the case of Permissible Modifications) approved in writing by the Administrative Agent, together with copies of any such amendments, supplements and modifications which are proposed to be made and which have been submitted to contractors. (i) The Administrative Agent shall have received copies of and approved in writing all Project Agreements (other than Non-Material Project Agreements) executed since the last disbursement or not previously provided to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as Administrative Agent, together with (i) evidence reasonably satisfactory to the validity and enforceability with respect Administrative Agent, including the written acknowledgment of Co-Borrower, that all such Project Agreements (other than Non-Material Project Agreements) have been collaterally assigned to the Authority Administrative Agent for the benefit of this the Lenders and other Holders of Secured Obligations pursuant to the Loan Documents and that the Administrative Agent holds a valid, existing and continuing Lien thereon, and (ii) a consent and agreement (each, a "Consent and Agreement, the Bank Note and the Indenture") respecting such collateral assignment, in form and substance in all respects satisfactory to the Lender;Administrative Agent, duly authorized, executed and delivered by each of the Persons (other than Co-Borrower) party to such Project Agreements (other than Non-Material Project Agreements) from whom or which the Administrative Agent requires such Consent and Agreement. (vj) The Lender Administrative Agent shall have received an executed Supplemental Tax Certificate;copies of all Leases (other than De Minimis Leases) entered into for space at the Project since the last Advance. (vik) The Lender If any material dispute has arisen between Borrower and any other Person party to a Project Agreement or if any material extra or change order is being negotiated by Borrower, the Administrative Agent shall have received evidence that an IRS Form 8038-G has been duly completed by a written summary of the Authority nature of such dispute or negotiation and signed by the Authority; andcurrent status thereof. (viil) The Commitment No law, regulation, order, judgment or decree of any Governmental Authority shall, and the obligation of the Lender to make an Advance hereunder Administrative Agent shall not have terminated pursuant received from any Lender, notice that, any litigation is pending or threatened which is likely to, in the reasonable judgment of the Administrative Agent or such Lender, enjoin, prohibit or restrain, or impose or result in the imposition of any material adverse condition upon the construction and completion of the Project or the making of the requested Advance. (m) No litigation, arbitration, governmental investigation, proceeding or inquiry shall be pending or threatened against Borrower, Co-Borrower, or any other Subsidiary of Borrower that, in the reasonable judgment of the Administrative Agent, is likely to have a Material Adverse Effect. Each Borrowing Notice with respect to each such Advance shall constitute a representation and warranty by Borrower to the Administrative Agent and the Lenders that the conditions contained in this Section 9.2 hereof or pursuant to Section4.2 have been satisfied.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender each Bank to make an Advance on any date is (including the First Advance and the Second Advance) shall be subject to the further conditions precedent that each of the Co-Lead Arrangers shall be satisfied that there are no material asbestos or silica claims against the Borrower and its Subsidiaries, including any Subsidiary not listed on Schedule 4.01(h) hereto, asserting exposure to asbestos, asbestos-related products, silica and/or silica-related products prior to the date of the Order Entry, that were not resolved pursuant to the Order Entry which could reasonably be expected to have a Material Adverse Effect and on the date of such Advance, the following statements shall be true (and each of the giving of the applicable Notice of Borrowing and the acceptance by the Borrower of the proceeds of the Borrowing of which such Advance is a part shall constitute a representation and warranty by the Borrower that on the date of such Advance:Advance such statements are true): (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations and warranties contained in Section 4.01 are correct on and as of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except other than those representations and warranties that expressly relate solely to the extent any such representation or warranty specifically relates to an a specific earlier date, then such representation or warranty which shall be true and remain correct as of such earlier date), before and after giving effect to such Borrowing and to the application of the proceeds therefrom, as though made on and as of such date; (ii) no event has occurred and no is continuing, or would result from such Borrowing or from the application of the proceeds therefrom, which constitutes a Default or an Event of Default shall have occurred and be continuing;Default; and (iii) No Material Adverse Change there exists no request or Material Adverse Operational Effect shall have occurred; directive issued by any governmental authority, central bank or comparable agency, injunction, stay, order, litigation or proceeding purporting to affect or calling into question the legality, validity or enforceability of any Loan Document or the consummation of any transaction (ivincluding any Advance or proposed Advance) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectioncontemplated hereby.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or written waiver) of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, either (x) the Administrative Agent must have received and approved an Approval Request for the loan(s) the Borrower intends to purchase with the proceeds of the Advance and such approval has not expired or been rescinded or (y) the loan(s) the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, the Coverage Tests shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period shall not have terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Dollar Equivalent of the aggregate principal amount of all Advances denominated in an Available Currency other than Dollars shall not exceed the Non-Dollar Sublimit; (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the Maximum Facility Amount; and (1) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed an amount equal to the Dollar Equivalent of the sum of: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment of the following conditions; provided that the conditions precedent that on described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the date proceeds of such Advancethe Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04: (a) subject to Section 2.02, (i) The Lender the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance or (ii) the Collateral Loan(s) to which the Borrower intends to apply the proceeds of such Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test will be satisfied and each Class Minimum OC Coverage Test will be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof shall be the Facility Documents is true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty shall be representations and warranties are true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default or Default, Event of Default Default, Potential Servicer Removal Event or Servicer Removal Event shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances does not exceed an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds. USActive 53852035.1153852035.14.docx -75-

CONDITIONS PRECEDENT TO EACH ADVANCE. As conditions precedent to the making of each ADVANCE hereunder: (a) The obligation BORROWER at the time of such ADVANCE shall comply and shall have complied with all of the Lender covenants, representations and warranties under this AGREEMENT, and no EVENT OF DEFAULT shall have occurred and be continuing at the time of such ADVANCE; (b) BORROWER shall have delivered to make an Advance on any date is subject LENDER the following, to the conditions precedent that on extent appropriate in connection with the date of such Advanceparticular ADVANCE, each in form and substance acceptable to LENDER and its counsel: (i) The Lender shall have received a Request copy or copies of Servicing Contract(s), if any, upon which the request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereofADVANCE is/are based; (ii) All representations and warranties of The ELIGIBLE T/D NOTE upon which the Authority as set forth request for an ADVANCE is based, endorsed in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingblank by BORROWER; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred;An Assignment to LENDER of the ELIGIBLE DEED OF TRUST in recordable form. (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance original ELIGIBLE DEED OF TRUST securing said ELIGIBLE T/D NOTE or a copy thereof certified by a title company or escrow company satisfactory to LENDER to be a true copy of the Lenderoriginal being recorded; (v) The Lender shall have received an executed Supplemental Tax CertificateAn Assignment of said ELIGIBLE DEED OF TRUST, in form suitable to be recorded; (vi) The Lender shall have received A copy of the COMMITMENT by which the INSTITUTIONAL INVESTOR undertakes to purchase such ELIGIBLE T/D NOTE, or other evidence that an IRS Form 8038-G has been duly completed by satisfactory to LENDER of the Authority and signed by the Authority; andexistence thereof; (vii) The Commitment and the obligation A certified copy of the Lender COMMITMENT of the Federal Housing Administration, the Veterans Administration or other instrumentality of the United States or private mortgage insurer, if any, to make insure or guarantee such ELIGIBLE T/D NOTE. LENDER agrees to waive the requirements of this provision where such requirements are not demanded by the INSTITUTIONAL INVESTOR with respect to Non-Conforming A through D Mortgage Products subject to INSTITUTIONAL INVESTORS' preapproval and COMMITMENT. (viii) A copy of escrow or other instructions to the title company, if any, covering the transactions; (ix) Copies of all policies of insurance required under Section 3.4 of this AGREEMENT, and a commitment for title insurance and preliminary title report from a title company or companies acceptable to LENDER (and reflecting only such exceptions as are acceptable to LENDER); (x) Loan Request and Disbursement Instructions by BORROWER to LENDER; (xi) Disclosure to Mortgagor, as required by federal and/or state truth-in-lending laws, acknowledged as read and accepted by such mortgagor; (xii) A copy of an Advance hereunder shall not have terminated pursuant appraisal of the real property covered by the DEED OF TRUST securing the ELIGIBLE T/D NOTE, prepared by the Federal Housing Administration, the Veterans' Administration, or such other appraiser as may be acceptable to Section 9.2 hereof or pursuant to SectionLENDER. (xiii) Such other related documents as LENDER may require.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Lenders to make an each Advance on any date or after the Effective Date is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (a) (i) The all of the representations and warranties of the Company under this Agreement and the other Loan Documents (other than those set forth in Section 4.1(f)(ii) and Section 4.1(i) hereof), which, pursuant to Section 4.2 hereof, are made at and as of the time of such Advance, and additionally, if such Advance shall have been requested by a Subsidiary Borrower, the representations and warranties of such Subsidiary Borrower contained in its Designation Agreement, in each case shall be true and correct at such time in all material respects, except for those representations and warranties that are qualified by materiality or Materially Adverse Effect, which shall be true and correct, both before and after giving effect to the application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Lenders in accordance with the terms of this Agreement except to the extent stated to have been made as of the Effective Date, and (ii) no Default hereunder shall then exist or be caused thereby; (b) the Administrative Agent shall have received a duly executed Request for Advance for Revolving Loans or, in the case of an Advance of Swingline Loans, the Swingline Lender shall have received a Request duly executed Swingline Loan Notice for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereofSwingline Loans; (iic) All representations and warranties the incumbency of the Authority as set forth in Article VII hereof Authorized Signatories shall be true and correct as stated in all material respects as though made the applicable certificate of incumbency contained in the certificate of the Company delivered to the Administrative Agent prior to or on the date Effective Date or as subsequently modified and reflected in a certificate of such Request for Advance and on the date of the proposed Advance (except incumbency delivered to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true Administrative Agent and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuingthe Lenders having a Revolving Loan Commitment; (iiid) No Material Adverse Change or Material Adverse Operational Effect if such Advance shall have occurred; been requested by a Subsidiary Borrower, such Subsidiary Borrower shall not be the subject of any proceeding or action described in Section 8.1(f) or (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityg); and (viie) The Commitment and the obligation if such Advance consists of the Lender to make an Advance hereunder Alternative Currency, there shall not have terminated pursuant occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls that would make it impracticable for such Advance to Section 9.2 hereof or pursuant to Sectionbe denominated in such Alternative Currency.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender Lenders to make an each Advance on any date (including the initial Advance hereunder) of the Loans (including the Swing Loans) is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (ia) The Lender Administrative Agent, or in the case of a Swing Loan, the Swing Loan Lender, shall have received a duly executed and completed Request for Advance executed or Swing Loan Request, as applicable, signed by an Authorized Representative set forth on Signatory of a Borrower, which Request for Advance or Swing Loan Request, as applicable, shall (i) certify that, after giving effect to the Authorized Representative Certificate as provided in Section 2.3(c) hereof; requested Advance, no Default or Event of Default shall then exist, (ii) All certify that, as of the date of the requested Advance and after giving effect to the application of proceeds thereof, the representations and warranties of the Authority as set forth in Article VII Section 5.1 hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (respects, except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct is made solely as of the Agreement Date, (iii) certify that, as of the date of the requested Advance, there shall exist no litigation commenced against any of the Borrower Parties since December 31, 2001, which, if such earlier datelitigation could reasonably be expected to be determined adversely to such Borrower Parties, could reasonably be expected to have a Materially Adverse Effect, and (iv) provide calculations demonstrating the Borrowers' compliance with Section 8.8 hereof before and no Default or Event of Default after giving effect to the requested Advance; (b) There shall have occurred and no event which has had or could reasonably be continuing; (iii) No Material expected to have a Materially Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated since the date of such Advance and addressed the most recent audited financial statements provided to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the AuthorityCredit Parties; and (viic) The Commitment Each Request for Advance and each Swing Loan Request shall constitute a representation and warranty by the obligation Borrowers made as of the Lender to make an time of requesting such Advance hereunder shall not that the conditions specified in this Section 4.2 have terminated pursuant to Section 9.2 hereof or pursuant to Sectionbeen fulfilled as of the time of such Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of With respect to each Advance, the Lender to make an Advance on any date is subject to the following conditions precedent that on the date of such Advanceshall be true: (i) The Lender no Material Adverse Effect shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereofoccurred; (ii) All there shall have been no breach in the warranties and representations made in the Documents by Borrower, the Intermediary Corporation, any Originator, any Servicer or the Guarantor or failure in the Performance of any of them, with regard to their respective Obligations under the Documents, and all such representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent related Transfer Date other than any such representation or warranty specifically relates limited by its terms to a specific date and taking into account any amendments thereto as a result of any written disclosures made by Borrower to Lender after the date hereof and approved in writing by Lender; (iii) neither an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default nor any event that, in the Borrower's good faith and reasonable business judgment (without giving effect to any applicable grace period thereto), constitutes an Incipient Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed Interest Rate applicable to the Lender as Advance (before giving effect to any savings clause) will not exceed the exclusion of interest on maximum rate permitted by the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the LenderApplicable Usury Law; (v) The Lender Borrower shall have received an executed Supplemental Tax Certificate;paid to Lender (or its designee) at least one Business Day prior to the date that such Advance is requested to be made, or authorized such payment be made out of the Advance, any Lender's Attorney's Fee, any Custodian Fee, any Lockbox Bank Fee, and any other fees required to be paid at the time of the Advance; and (vi) The Lender and its counsel shall have received evidence completed its due diligence investigation of the items set forth on Exhibit L hereto and shall be satisfied with the results thereof and no material amendments, modifications or waivers shall have occurred with respect thereto since the time when Lender or its counsel completed such investigation. Lender acknowledges that an IRS Form 8038-G has been duly completed as of the Closing Date it and its counsel are, with respect to the Resorts actually named in Section 1.113, satisfied with the items indicated on Exhibit L that were delivered to them. Lender agrees that no additional diligence items shall be required with respect to the Resorts listed in the footnote to Exhibit L (the "Secondary Resorts") unless the aggregate Outstanding principal balance of Mortgage Loans from Secondary Resorts is greater than ten percent (10%) of the Borrowing Base in which event Borrower shall supply such additional diligence items as are requested by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionLender.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or waiver) of the following conditions; provided that the conditions precedent that described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04; (a) subject to Section 2.02, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the date of current Approved List and such Advance:inclusion on the Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (ib) The Lender the Administrative Agent and, if a Swingline Advance is requested, the Swingline Lender, shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default, Event of Default or Servicer Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; (g) after giving effect to any Advance of an Available Currency not denominated in Dollars, the Foreign Currency Advance Amount shall not exceed the Non-Dollar Sublimit; and (h) after giving effect to any Swingline Advance, the aggregate principal amount of Swingline Advances outstanding shall not exceed the Swingline Maximum Funding Amount; and (i) (h) after giving effect to such Advance, the Dollar Equivalent of the aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) an amount equal to the Dollar Equivalent of the Maximum Facility Amount and (y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus USActive 56468589.1056468589.17 (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation obligations of the Lender to make an each Advance on any date is are subject to the satisfaction of the following additional conditions precedent that on the date of such Advanceprecedent: (ia) The Lender the Borrower shall have received delivered to the Lender a Borrowing Request at least the requisite time prior to the requested date for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided relevant Advance; and each statement or certification made in Section 2.3(c) hereof; (ii) All representations and warranties of the Authority as set forth in Article VII hereof such Borrowing Request shall be true and correct in all material respects as though made on the requested date of for such Request for Advance and on the date of the proposed Advance Loan; (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier dateb) and no Default or Event of Default shall have occurred and be continuingexist or will occur as a result of the making of the requested Advance; (iiic) No if reasonably requested by the Lender, the Borrower shall have delivered evidence reasonably satisfactory to the Lender substantiating any of the matters contained in this Agreement which are necessary to enable the Borrower to qualify for such Advance; (d) the Lender shall have received, reviewed, and approved such additional documents and items as described in Section 3.1 as may be reasonably requested by the Lender with respect to such Advance; (e) no Material Adverse Change or Material Adverse Operational Effect shall have occurred; (ivf) The each of the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects and shall be deemed to be repeated by the Borrower as if made on the requested date for such Advance; (g) neither the consummation of the transactions contemplated hereby nor the making of such Advance shall contravene, violate, or conflict with any Requirement of Law; (h) the Lender shall have received an opinion the payment of Bond Counsel dated all fees payable by the Borrower hereunder and reimbursement for all reasonable fees and expenses of counsel to the Lender for which the Borrower is responsible pursuant to applicable provisions of this Agreement and for which invoices have been presented as of or prior to the date of such Advance and addressed the relevant Advance; and (i) all matters incident to the Lender as to consummation of the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance transactions hereby contemplated shall be satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Section.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an Each Advance on any date under this Agreement is subject to the satisfaction of the following conditions precedent that on the date of such Advanceprecedent, except as otherwise agreed between Debtor and Secured Party: (ia) The Lender Secured Party shall have received a Request for Financing Request, in form and substance reasonably satisfactory to Secured Party, with respect to such Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in accordance with Section 2.3(c) 2.1 hereof; (iib) All representations Secured Party shall have received the Eligible Purchase Order with respect to such Advance; (c) Debtor shall have established the Payment Account with an Approved Depository and warranties shall have directed Customer to make payment for the Financed Goods which are the subject to the Financed Transaction to the Payment Account or shall promptly deposit any checks received by Debtor from any Customer as payment for the Financed Goods in the Payment Account; (d) In the case of the Authority as set forth initial Advance under this Agreement, Debtor, Secured Party and Bank of America, N.A. (and any other lender or other secured creditor of Debtor) having a security interest in Article VII hereof any Collateral of Secured Party shall have executed and delivered an intercreditor and subordination agreement subordinating the security interest of such party to Secured Party’s security interest in the Collateral securing payment of the Obligations of Debtor, which intercreditor and subordination agreements shall be true in form and correct content satisfactory to Secured Party and its legal counsel; (e) The sending of any notices and any signed consents from third parties, as may be required by Secured Party, to perfect Secured Party’s security interest in all material respects as though made on the date Collateral; (f) The execution and delivery of such Request for Advance other documents and on instruments as may be reasonably required by Secured Party and its counsel to consummate the date of the proposed Advance transactions contemplated in this Agreement with respect to such Advance; (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as g) The principal amount of such earlier dateAdvance, when aggregated with the outstanding principal amount of all other Advances, shall not exceed the Advance Commitment Amount and shall not exceed the Advance Limit applicable thereto; (h) and no Default or Event of Default shall have occurred and be continuing; (iiii) No Material Adverse Change or Material Adverse Operational Effect the representations and warranties contained in Article 3 hereof (disregarding materiality qualifiers contained therein) shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance be true and addressed correct in all material respects, except to the Lender as extent that such representations and warranties relate solely to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authorityearlier date; and (viij) The Commitment and there shall have been no event or circumstance, individually or in the obligation of aggregate since the Lender Effective Date that has or could reasonably be expected to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiona Material Adverse Effect.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an Advance on any date is (including, without limitation, the obligation of the Lenders to cause the Exi sti ng Advance to remai n outstandi ng as the I nitial Revd vi ng Loan hereunder on the E ffective Date) i s subject to the conditions precedent that on the date of such Advance: (i) The Lender Administrative Agent shall have received a Request Reguest for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; provided, however, that no Reguest for Advance is reguired in connection with the Initial Revolving Loan; (ii) All representations and warranties of the Authority as set forth in Article VII hereof shall be true and correct in all material respects as though made on the date of such Request Reguest for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation representati on or warranty shall shal I be true and correct as of such earlier ▇▇▇▇ ier date) and no Default or Event of Default shall shal I have occurred and be continuing▇▇▇▇▇ nui ng; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender Administrative Agent shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the each Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the each Bank Note and the IndentureI ndenture, in form and substance satisfactory to the LenderAdmi ni strative Agent; (v) The Lender Administrative Agent shall have received an executed Supplemental Tax Certificate; provided that no Supplemental Tax Certificate shall be reguired in connection with the Initial Revolving Loan; (vi) The Lender Administrative Agent shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender Administrative Agent, on behalf of the Lenders, to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionSection 2.7 hereof. Unless the Authority shall have otherwise previously advised the Administrative Agent in writing, delivery to the Administrative Agent of a Request for Advance shall be deemed to constitute a representation and warranty by the Authority that on the date of such Request for Advance and on the date of the proposed Advance each of the foregoing conditions has been satisfied (except that no representation shall be made as to the satisfaction of either Lender) and that al I representations and warranties of the Authority as set forth in Article VII hereof is true and correct as though made on the date of such Request for Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representati on or warranty shal I be true and correct as of such ▇▇▇▇ i er date) and on the date of the proposed Advance and no Default or Event of Default shall have occurred and be continuing on the date of such Request for Advance or on the date of the proposed Advance.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender to make an each Advance on any date is (including the Initial Advance), shall be subject to the satisfaction of the following further conditions precedent that on before or concurrently with the date of such Advance: (ia) The the following statements shall be true and Lender shall have received a Request for certificate signed by a duly authorized officer of a member of Borrower, dated the date of such Advance, stating that (and each of the giving of the applicable Notice of Borrowing and the acceptance by Borrower of the proceeds of such Advance executed shall constitute a representation and warranty by an Authorized Representative set forth Borrower that both on the Authorized Representative Certificate date of such Notice of Borrower and on the date of such Advance such statements are true): (i) the representations and warranties contained in each Loan Document are correct in all material respects on and as provided of such date, before and after giving effect to such Advance and to the application of the proceeds therefrom, as though made on and as of such date and each Mortgage Loan, in Section 2.3(c) hereofrespect in which such Advance is made, is an Eligible Mortgage Loan, subject to any exceptions approved in advance by Lender; (ii) All representations no event has occurred and warranties is continuing, or would result from such Advance or from the application of the Authority as proceeds therefrom, that constitutes a Default; (iii) the funding of such Advance would not exceed the Borrowing Limit (based upon the Loan Values and Property Values at the time of Borrower's request for such Advance) or violate any of the limitations set forth in Article VII hereof SECTION 2.02; (iv) no Borrowing Base Deficiency (based upon the Loan Values and Property Values at the time of Borrower's request for such Advance) exists or would result from such Advance or from the application of the proceeds therefrom; and (v) the information relating to the Mortgage Loans contained in the schedule attached hereto as EXHIBIT D shall be attached to such certificate and such certificate shall state that said information is true and correct in all material respects as though made correct. (b) Lender shall have received on the date of such Request for Advance and on or before the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAdvance, the Bank Note and the Indenturefollowing, each dated such day (unless otherwise specified), in form and substance satisfactory to the LenderLender (unless otherwise specified): (i) a Notice of Borrowing; (vii) The with respect to each Mortgage Loan Advance only, a Borrowing Base Certificate and duly executed Assignments of Mortgage and endorsements to each Mortgage Note prepared in blank and the Mortgage File for each Mortgage Loan added to the Collateral since the date of the last Advance; and (iii) with respect to each B Note Advance only, either (1) if such B Note is a promissory note, the B Notes together with endorsements to each B Note prepared in blank or (2) if such B Note is a junior participation in a mortgage loan, a collateral assignment of such participation agreement in substantially the form of Exhibit I attached hereto. (c) Lender shall have received an executed Supplemental Tax Certificate; (vi) The such other approvals, opinions or documents as Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectionmay reasonably request.

CONDITIONS PRECEDENT TO EACH ADVANCE. The 5.1 Lender’s obligation of the Lender to make an any Advance on any date to or for the account of Borrower under the Line of Credit under this Agreement, and to make the Advance under the Term Loan, is subject to the following conditions precedent that on the date of such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (ii) All representations precedent, with all documents, instruments, opinions, reports, and warranties of the Authority as set forth in Article VII hereof shall other items required under this Agreement to be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance (except to the extent any such representation or warranty specifically relates to an earlier date, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender;: (va) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has this Agreement and all Related Documents have been duly completed authorized, executed, and delivered by Borrower to Lender. Without limiting the Authority and foregoing, Borrower shall provide to Lender the following documents for the Loans, all duly signed by Borrower unless not intended to be signed: (1) the AuthorityLine of Credit Note and the Term Note; and(2) financing statements and all other documents perfecting Lender’s Security Interest; (3) evidence of insurance as required below; (4) together with all such Related Documents as Lender may require for the Loan; and (5) the Exim Agreement and Borrower Agreement and any related documents, all in form and substance satisfactory to Lender and Lender’s counsel. (viib) Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Line of Credit Note, the Term Note, the Related Documents, and the Exim Agreement, the Borrower Agreement and any related documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. (c) Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request. (d) The Commitment security interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall be in full force and effect. (e) Lender, at its option and for its sole benefit, shall have conducted an audit of Borrower’s Accounts, books, records, and operations, and Lender shall be satisfied as to their condition. (f) Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the obligation Related Documents as are then due and payable, including Lender’s attorney fees and costs in connection with the negotiation and documentation of the Credit Facilities. (g) The representations and warranties set forth in this Agreement, in the Related Documents, and the Exim Agreement, the Borrower Agreement, and any related documents, and in any document or certificate delivered to Lender to make an Advance hereunder under this Agreement are true and correct. (h) There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have terminated pursuant delivered to Section 9.2 hereof or pursuant to SectionLender the compliance certificate called for in the paragraph below titled “Compliance Certificate” under the section titled “Affirmative Covenants.”

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it on any date is each Borrowing Date shall be subject to the fulfillment (or waiver) of the following conditions; provided that the conditions precedent described in clauses (a), (d) and (e) (other than a Default or Event of Default described in Section 6.01(j)) below need not be satisfied if the proceeds of the Advance are used to fund Unfunded Amounts that on are then required to be funded pursuant to the date terms of such Advancethe Related Documents relating to Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower, or to fund the Revolving Reserve Account to the extent required under Section 8.04: (ia) The Lender subject to Section 2.02, with respect to an Advance that will be used to acquire Collateral Loans, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the current Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (b) the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately after the making of such Advance on the applicable Borrowing Date, the Coverage Test shall be satisfied and each Class Minimum OC Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing) and the Collateral Quality Test will be satisfied, maintained or improved; provided that, the Interest Coverage Test is not required to be satisfied for (1) any Advances the proceeds of which are used in whole for a Permitted Distribution or a Permitted RIC Distribution or (2) any Advance the proceeds of which are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower or to fund the Revolving Reserve Account to the extent required under Section 8.04; (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default, Event of Default, Potential Servicer Event of Default or Servicer Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (iiif) No Material Adverse Change or Material Adverse Operational Effect shall have occurredthe Reinvestment Period has not terminated; (ivg) The Lender shall have received after giving effect to any Advance of an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this AgreementAvailable Currency not denominated in Dollars, the Bank Note and Foreign Currency Advance Amount shall not exceed the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038Non-G has been duly completed by the Authority and signed by the AuthorityDollar Sublimit; and (viih) The Commitment and after giving effect to such Advance, the obligation Dollar Equivalent of the Lender to make an Advance hereunder aggregate outstanding principal balance of the Advances shall not have terminated pursuant exceed an amount equal to Section 9.2 hereof or pursuant to Sectionthe Dollar Equivalent of the Maximum Facility Amount.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the each Lender to make an each Advance to be made by it (including the initial Advance) on any date is each Borrowing Date shall be subject to the fulfillment (or waiver) of the following conditions; provided that the conditions precedent that described in clauses (d) and (e) (other than a Default or Event of Default described in Section 6.01(i)) below need not be satisfied if the proceeds of the Advance are used to fund Revolving Collateral Loans or Delayed Drawdown Collateral Loans then owned by the Borrower to fund the Revolving Reserve Account to the extent required under Section 8.04; (a) subject to Section 2.02, the Administrative Agent has received and approved an Approval Request for the Collateral Loan(s) the Borrower intends to purchase with the proceeds of such Advance or the Collateral Loan the Borrower intends to purchase with the proceeds of the Advance must be on the date of current Approved List and such Advance:inclusion on the Approved List; provided that, in each case, such approval has not expired, been withdrawn, been deemed to be rejected or been rescinded in accordance with Section 2.02; (ib) The Lender the Administrative Agent shall have received a Request for Notice of Borrowing with respect to such Advance executed by an Authorized Representative set forth on (including the Authorized Representative Certificate as provided Borrowing Base Calculation Statement attached thereto, all duly completed) delivered in accordance with Section 2.3(c) hereof2.03; (iic) All immediately before and after the making of such Advance on the applicable Borrowing Date, each Coverage Test shall be satisfied (as demonstrated on the Borrowing Base Calculation Statement attached to such Notice of Borrowing); (d) each of the representations and warranties of the Authority as set forth Borrower, the Servicer and the Equityholder contained in Article VII hereof the Facility Documents shall be true and correct in all material respects as though made on the date of such Request for Advance and on the date of the proposed Advance Borrowing Date (except to the extent such representations and warranties expressly relate to any such representation or warranty specifically relates to an earlier date, then in which case such representation or warranty representations and warranties shall be true and correct in all material respects as of such earlier date as if made on such date); (e) and no Default, Event of Default or Servicer Event of Default shall have occurred and be continuingcontinuing at the time of the making of such Advance or shall result upon the making of such Advance; (f) the Reinvestment Period has not terminated; and (g) after giving effect to such Advance, the aggregate outstanding principal balance of the Advances shall not exceed the lesser of (x) the Maximum Facility Amount and (y) an amount equal to: (i) the Aggregate Net Collateral Balance, minus (ii) the Minimum Equity Amount, plus (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to aggregate amounts on deposit in the Lender as to the exclusion of interest on the Advance and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability with respect to the Authority of this Agreement, the Bank Note and the Indenture, in form and substance satisfactory to the Lender; (v) The Lender shall have received an executed Supplemental Tax Certificate; (vi) The Lender shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority and signed by the Authority; and (vii) The Commitment and the obligation of the Lender to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to SectionPrincipal Collection Subaccount constituting Principal Proceeds.

CONDITIONS PRECEDENT TO EACH ADVANCE. The obligation of the Lender Banks to make an each Advance on any date or after the Agreement Date which increases the principal amount of the Loans outstanding is subject to the fulfillment of each of the following conditions precedent that on the date of immediately prior to or contemporaneously with such Advance: (i) The Lender shall have received a Request for Advance executed by an Authorized Representative set forth on the Authorized Representative Certificate as provided in Section 2.3(c) hereof; (iia) All of the representations and warranties of the Authority Borrower under this Agreement and the other Loan Documents (including, without limitation, all representations and warranties with respect to the Borrower's Subsidiaries), which, pursuant to Section 4.2 hereof, are made at and as set forth in Article VII hereof of the time of such Advance, shall be true and correct at such time in all material respects as though made on respects, both before and after giving effect to the date application of the proceeds of such Advance, and after giving effect to any updates to information provided to the Banks in accordance with the terms of such representations and warranties, and no Default hereunder shall then exist or be caused thereby; (b) With respect to Advances which, if funded, would increase the aggregate principal amount of Loans outstanding hereunder, the Administrative Agent shall have received a duly executed Request for Advance and on the date of the proposed Advance (except which shall contain evidence satisfactory to the extent any such representation or warranty specifically relates to an earlier dateAdministrative Agent that the Borrower is, then such representation or warranty shall be true and correct as of such earlier date) and no Default or Event of Default shall have occurred and be continuing; (iii) No Material Adverse Change or Material Adverse Operational Effect shall have occurred; (iv) The Lender shall have received an opinion of Bond Counsel dated the date of such Advance and addressed to the Lender as to the exclusion of interest on the Advance after giving effect thereto, in compliance with Sections 7.8, 7.9 and the related Loans from gross income for federal income tax purposes and as to the validity and enforceability 7.10 hereof (which, with respect to the Authority Maine Acquisition, shall be based upon financial operations of this Agreement, the Bank Note Borrower and of the Indenture, in form and substance satisfactory operations conducted with the assets subject to the LenderMaine Acquisition as of the calendar quarter ended December 31, 1996; (vc) The Lender Each of the Administrative Agent and the Banks shall have received all such other certificates, reports, statements, opinions of counsel (if such Advance is in connection with an executed Supplemental Tax CertificateAcquisition) or other documents as the Administrative Agent or any Bank may reasonably request; (vid) The Lender With respect to any Advance relating to any Acquisition or the formation of any Subsidiary which is permitted hereunder, the Administrative Agent and the Banks shall have received evidence that an IRS Form 8038-G has been duly completed by the Authority such documents and signed by the Authorityinstruments relating to such Acquisition or formation of a new Subsidiary as are described in Section 5.14 hereof or otherwise required herein; and (viie) The Commitment No Materially Adverse Effect shall have occurred and no event shall have occurred which, in the obligation reasonable opinion of the Lender Majority Banks, may be expected to make an Advance hereunder shall not have terminated pursuant to Section 9.2 hereof or pursuant to Sectiona Materially Adverse Effect.