Common use of Conditions Precedent to Initial Disbursement Clause in Contracts

Conditions Precedent to Initial Disbursement. (a) The obligation of the Bank to make the Loan and make disbursements of the proceeds of the same to the Borrower is subject to the satisfaction by the Borrower or its representatives of the following conditions precedent (unless waived by the Bank in each particular instance): (i) The Borrower's and Guarantors' warranties and representations as contained herein shall be accurate and complete, in all material respects, as of the date of Closing and as of the date of each subsequent disbursement (if any). (ii) The Borrower and Guarantors shall not be in default under any of the covenants contained herein as of the date of Closing and as of the date of each disbursement. (iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as "Borrower's and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bank. (b) Without limiting in any manner the scope or generality of the foregoing, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the Bank. (c) Borrower shall furnish the Bank with such other documents, opinions, certificates, evidence and other matters as may be requested by the Bank at or prior to Closing.

Conditions Precedent to Initial Disbursement. (a) The obligation of the Bank to Lender shall not be obligated to, but at Lender's sole option may, make the Loan and make disbursements of initial disbursement hereunder (the proceeds of the same to the Borrower is subject to the satisfaction by the Borrower or its representatives "Initial Disbursement") until each of the following conditions precedent (unless waived by the Bank in each particular instance):has been fully satisfied: (ia) The Borrower's Lender shall have received and Guarantors' warranties and representations as contained herein shall be accurate and completeapproved a copy of a survey prepared by an approved surveyor, in all material respects, as showing the total square footage of the date Property, dimensions, means of Closing ingress and as egress, location of all existing and proposed improvements, boundaries, encroachments, setback lines, rights of way and easements, whether the date Property is situated within a designated flood hazard area and, if requested by Lender, a surveyor's certificate in substantially the form of each subsequent disbursement (if any). (ii) The Borrower and Guarantors shall not be in default under any of the covenants contained herein as of the date of Closing and as of the date of each disbursement. (iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as EXHIBIT "Borrower's and the Guarantors' DocumentsG" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bank.hereto; (b) Without limiting in any manner the scope or generality of the foregoing, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower Lender shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above received UCC-11 reports and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) an acceptable title policy binder from a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions the state in which the nature Property is situated, in the amount of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations covering the Project, with any exceptions contained in such policies or reports to be subject to approval of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's Lender and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such its counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the Bank.; (c) Lender shall have received the properly executed Note, together with the other Loan Documents and such other documents as Lender may require; (d) If the Property or any part thereof is located in a designated flood zone, a flood insurance policy shall have been obtained on the Project, naming Lender in the mortgagee clause; (e) Borrower shall furnish be in compliance with all of the Bank terms and provisions set forth herein and no Event of Default specified herein, nor any event or condition which upon notice or lapse of time, or both, would constitute such an Event of Default, shall have occurred and be continuing; (f) A copy of the Plans shall have been furnished to and approved by Lender; (g) Lender shall have received satisfactory evidence that a proper building permit and/or any required development permits have been obtained; (h) Lender shall have received and approved evidence satisfactory to Lender that Borrower has obtained liability, workmen's compensation, hazard and builder's risk insurance with respect to the Project (as applicable), issued by such companies and in such amounts as are satisfactory to Lender, covering all development, construction, and improvements, with mortgagee or loss payable clause(s) in New York standard form in favor of Lender; (i) Lender shall have received a certificate of compliance with applicable restrictive or protective covenants, and certifications by appropriate governmental agencies, in forms acceptable to Lender, that the planned development and/or construction and the use of the Property conform with all federal, state and municipal laws, restrictions and requirements including, without limitation, applicable zoning regulations; (j) Lender shall have received and approved copies of the duly executed development and/or construction contract(s) covering all improvements and costs to be incurred in the Project, the duly executed contract for architectural services relating to the erection of the Project, the duly executed engineering contract for the Project (all as applicable), contractors' lien subordinations from those contractors and subs required by Lender and an assignment to Lender of the construction contract, the architectural contract, and/or the engineering contract, together with the general contractor's, the Project architect's and/or the Project engineer's consents to such assignments; (k) A copy of the engineering and soil report shall have been received and approved by Lender; (l) Lender shall have received and approved certificates of the engineer, contractor and/or architect for the Project, or other documentsevidence satisfactory to Lender, opinionsthat there are no Hazardous Materials on the Project or on or in any improvements existing or to be constructed thereon and that the Project, certificatesthe Plans and the proposed and existing improvements comply with all laws, evidence governmental standards and other matters as may be requested regulations applicable to Borrower and the Project relating to occupational health and safety, hazardous waste and substances and environmental matters; (m) Lender, and if applicable, Lender's construction consultant, shall have received and approved the Project Budget; (n) Lender shall have received and approved a current appraisal of the Project, addressed to the Lender and prepared by an appraiser approved by the Bank at or prior Lender, reflecting an appraised value satisfactory to ClosingLender and otherwise in form and substance satisfactory to Lender; (o) Lender shall have received and approved all payment and performance bonds required by the City of Fort Worth related to the Facilities Agreements executed by the City and the Borrower. The Lender shall not be expected to issue any such bonds; (p) Lender shall have received such further documents and opinions as Lender reasonably may request.

Conditions Precedent to Initial Disbursement. (a) The obligation of the Bank to make the Loan and make disbursements of the proceeds of the same Prior to the Borrower is subject to the satisfaction by the Borrower or its representatives of -------------------------------------------- Initial Disbursement as described in subsection 3.2.a above, all the following conditions precedent shall have been satisfied: a. The Deed of Trust shall have been recorded in the Official Records of the county in which the Property is situated; b. The title insurer referred to above shall have issued or agreed to issue a title policy described in Section 2.8 hereof naming Lender as insured to the extent of the maximum amount of Loan; c. Where appropriate, UCC-1 Financing Statements shall have been filed with the Secretary of State of the state where the Property is situated (unless waived or with any other appropriate place of filing) describing the personal property; d. Lender shall have been furnished with a certificate issued by the Bank Filing Officer of the Secretary of State in each particular instance): (i) The which the Property is situated showing Lender's financing statement as prior to all other financing statements in Borrower's name relative to the personal property described therein; e. The representations and Guarantors' warranties of Borrower made in Article IV below and representations as contained herein in all of the other Loan Documents shall be accurate true and complete, in all material respects, as of the date of Closing correct on and as of the date of each subsequent disbursement (with the same effect as if any).made on such date; (ii) The f. All documentation for the Loan shall have been duly executed by Borrower and Guarantors shall not be in default under any of the covenants contained herein as of the date of Closing and as of the date of each disbursement. (iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as "Borrower's Lender and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must shall be reasonably acceptable, satisfactory in form and substance, substance to the Bank, unless waived in a particular instance by the Bank.counsel for Lender; (b) Without limiting in g. No default shall exist under this Agreement or any manner the scope or generality of the foregoing, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) a title insurance policy written with a company acceptable to the Bank, insuring that the h. The Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, returned to Lender an acknowledgment whereby Bank acknowledges and shall include such other affirmative insurance and endorsements as may be requested by recognizes the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described thereinAccount given by Borrower to Lender; i. Bank shall have acknowledged in writing the security interest in the Account given by Borrower to Lender; and j. Each of the holders of the deeds of trust shown as exception nos. 14 and 15 in the Preliminary Report (F) that the Borrower's "Junior Deeds of Trust"), shall have subordinated the lien priority of the Junior Deeds of Trust to the lien of the Deed of Trust, pursuant to a subordination agreement in form and Guarantors' business operationssubstance acceptable to Lender. Additionally, the Real Estate and lien priority of the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable Junior Deeds of Trust must be shown as junior to the Real Estate; and (G) addressing such other matters as deemed appropriate by lien of the BankDeed of Trust in the title policy described in Section 2.8 above. (c) Borrower shall furnish the Bank with such other documents, opinions, certificates, evidence and other matters as may be requested by the Bank at or prior to Closing.

Conditions Precedent to Initial Disbursement. (a) The obligation Subject to the terms and conditions of this Agreement, Lender agrees to approve the Bank to make the Loan and make disbursements disbursement of the proceeds of the same Loans (each disbursement of funds to be referred to as a “Disbursement”) for Project Costs set forth on a Draw Request. Lender’s approval of the Borrower is initial Draw Request (the “Initial Disbursement”) shall be subject to the satisfaction of all of the conditions for closing set forth in Section 3.1 and receipt of the following by the Borrower or its representatives Lender, each in form and substance acceptable to Lender and satisfaction of the following conditions precedent (precedent, unless the requirement is waived in writing by the Bank in each particular instance):Lender: (ia) The Borrower's and Guarantors' warranties and representations as contained herein shall be accurate and completeWritten evidence that the Project Financing Statements have been filed with the Secretary of State or other appropriate office, in all material respectstogether with evidence that the 30 Collateral covered thereby is subject to no prior Liens, other than Permitted Liens or Permitted Encumbrances, as of the date of Closing and as of the date of each subsequent disbursement (if any). (ii) The Borrower and Guarantors shall not be in default under any of the covenants contained herein as of the date of Closing and as of the date of each disbursement. (iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as "Borrower's and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bankapplicable. (b) Without limiting Unless otherwise waived in any manner the scope or generality of the foregoingwriting by Lender, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower Lender shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, available unexpended Loan Proceeds or Funding Sources deposited by Borrower in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) a title insurance policy written with a company acceptable to the Bank, insuring -Controlled Account so that the Bank has a valid first lien Loans will remain “In Balance”, taking into account the amount of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect interest due on the Borrower or any of Loans through the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the BankMaturity Date. (c) A Draw Request for costs, expenses and fees which have been actually incurred by Borrower and are directly connected with the Project. Borrower shall furnish provide the Bank Draw Request and copies of all supporting invoices, purchase orders, and lien waivers to the Title Company and to Lender’s Project Inspector. (d) Any Development Items and any other documents and assurances as Lender may reasonably request. (e) Borrower shall establish the Operating Account with such other documents, opinions, certificates, evidence and other matters as may be requested by the Bank at or prior to ClosingLender.

Conditions Precedent to Initial Disbursement. (a) The obligation Subject to the terms and conditions of this Agreement, U.S. Bank agrees to approve the Bank to make the Loan and make disbursements disbursement of the proceeds of the same Loan (each disbursement of funds to be referred to as a “Disbursement”) for Project Costs set forth on a Draw Request. ▇▇▇▇▇▇’s approval of the Borrower is initial Draw Request (the “Initial Disbursement”) shall be subject to the satisfaction of all of the conditions for closing set forth in Section 3.1 and receipt of the following by the Borrower or its representatives ▇▇▇▇▇▇, each in form and substance acceptable to Lender and satisfaction of the following conditions precedent (precedent, unless the requirement is waived in writing by the Bank in each particular instance):Lender: (ia) The Borrower's and Guarantors' warranties and representations as contained herein shall be accurate and completeWritten evidence that the Project Financing Statements have been filed with the Secretary of State or other appropriate office, in all material respectstogether with evidence that the Collateral covered thereby is subject to no prior Liens, other than Permitted Liens or Permitted Encumbrances, as of the date of Closing and as of the date of each subsequent disbursement (if any). (ii) The Borrower and Guarantors shall not be in default under any of the covenants contained herein as of the date of Closing and as of the date of each disbursement. (iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as "Borrower's and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bankapplicable. (b) Without limiting Unless otherwise waived in any manner the scope or generality of the foregoingwriting by ▇▇▇▇▇▇, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower Lender shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, available unexpended Loan Proceeds or Funding Sources deposited by Borrower in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above -Controlled Account and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) Construction Disbursement Account so that the Loan Documents constitute valid and binding obligations will remain “In Balance”, taking into account the amount of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by interest due on the Loan Documents does not constitute a breach of through the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the BankMaturity Date. (c) A Draw Request for costs, expenses and fees which have been actually incurred by Borrower and are directly connected with the Project. Borrower shall furnish provide the Bank Draw Request and copies of all supporting invoices, purchase orders, and lien waivers to the Title Company and to Lender’s Project Inspector. (d) Any Development Items and any other documents and assurances as Lender may reasonably request. (e) Borrower shall establish the Operating Account with such other documents, opinions, certificates, evidence and other matters as may be requested by ▇▇▇▇▇▇. (f) Borrower shall establish the Bank at or prior to ClosingConstruction Disbursement Account with Lender.

Conditions Precedent to Initial Disbursement. (a) The obligation Subject to the terms and conditions of the Bank this Agreement, Lender agrees to make the Loan and make disbursements of disburse the proceeds of the same Loan (each disbursement of funds to be referred to as a “Disbursement”) for Project Costs set forth on a Draw Request. Lender’s approval of the Borrower is initial Draw Request (the “Initial Disbursement”) shall be subject to the satisfaction of all of the conditions for closing set forth in Section 3.1 and receipt of the following by the Borrower or its representatives Lender, each in form and substance acceptable to Lender and satisfaction of the following conditions precedent (precedent, unless the requirement is waived in writing by the Bank in each particular instance):Lender:‌ (ia) The Borrower's and Guarantors' warranties and representations as contained herein shall be accurate and completeWritten evidence that the Project Financing Statements have been filed with the Secretary of State or other appropriate office, in all material respectstogether with evidence that the Collateral covered thereby is subject to no prior Liens, other than Permitted Liens or Permitted Encumbrances, as of the date of Closing and as of the date of each subsequent disbursement (if any)applicable. (iib) The Unless otherwise waived in writing by Lender, Lender shall have available unexpended Loan Proceeds or Funding Sources deposited by Borrower and Guarantors shall not be in default under any the Bank-Controlled Account so that the Loan will remain “In Balance”, taking into account the amount of interest due on the covenants contained herein as of Loan through the date of Closing and as of the date of each disbursementInitial Maturity Date. (iiic) The A Draw Request for costs, expenses and fees which have been actually incurred by Borrower and Guarantors are directly connected with the Project. Borrower shall have executed provide the Draw Request and delivered copies of all of supporting invoices, purchase orders, and lien waivers to the Loan Documents Title Company and to Lender’s Project Inspector. (d) Any Development Items and any other documents and assurances as described herein. Without limiting Lender may reasonably request. (e) Borrower shall establish the foregoing, the Operating Account with Lender. (f) Borrower shall have delivered to the Bank all of those items identified as "Borrower's and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bank. (b) Without limiting in any manner the scope or generality of the foregoing, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code Lender fully executed originals of all jurisdictions as may be necessary or, in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the Bank. (c) Borrower shall furnish the Bank with such other documents, opinions, certificates, evidence and other matters as may be requested by the Bank at or prior to Closing.

Conditions Precedent to Initial Disbursement. (a) The Lender's obligation of the Bank to make the Loan and make disbursements of the proceeds of the same to the Borrower initial Disbursement is subject to the satisfaction satisfaction, or waiver by the Borrower or Lender in its representatives sole and absolute discretion, of the following conditions precedent precedent: (unless a) Lender shall have received each of the documents listed on Exhibit D attached hereto, each in form and substance satisfactory to Lender. (b) Borrower shall have paid to Lender the portion of the Loan Fee due on or before the Closing Date (as set forth in Section 2.3) and Borrower also shall have paid to Lender all Lender Expenses. (c) Lender shall have received and approved in writing, or shall have waived in writing the requirement of, (i) a soils report for the Property by a licensed soils engineer, (ii) a full set of the Plans, certified as complete by the Bank Architect and containing evidence of all necessary and/or appropriate approvals of Governmental Agencies, (iii) copies of all material Project Agreements, and (iv) copies of all building permits and similar permits, licenses, approvals and other authorizations of Governmental Agencies required in each particular instance):connection with the Project. (d) The Deed of Trust shall have been recorded in the Official Records of the County in which the Property is located. (e) The Financing Statement shall have been filed with the California Secretary of State, and Lender shall have received a certificate of the Secretary of State showing the Financing Statement to be subject to no prior filings (other than those in favor of Lender or otherwise consented to or approved by Lender in writing). (f) Borrower, at its sole expense, shall have delivered to Lender an "LP-10" form ALTA loan policy -- 1970 amended 10/17/70, without further revision or amendment (with a commitment to rewrite to full ALTA coverage in the same form, including ALTA endorsement Form 1 coverage, upon completion of construction), or evidence of a commitment therefor satisfactory to Lender, in form and substance and issued by an insurer satisfactory to Lender, together with all endorsements reasonably required by Lender, naming Lender as the insured, in a policy amount of not less than the principal amount of the Loan, showing Borrower as the owner of the Property and insuring the Deed of Trust to be a valid first priority lien on the Property, subject only to such exceptions as are approved in writing by Lender ("Title Insurance Policy"). (g) Copies of any and all organizational documents (including, without limitation, partnership agreements, articles of incorporation, bylaws, and trust agreements, as applicable) of Borrower and Guarantor. (h) Lender shall have received the most recent financial statements of Borrower, prepared in accordance with GAAP (subject to non-material audit adjustments and absence of footnote disclosures). (i) The Borrower's and Guarantors' warranties and representations as contained herein Lender shall be accurate and completehave received a fully executed realty tax service contract, in all material respectsform and issued by a company satisfactory to Lender. (j) Lender shall have received an "as-built" survey of the Property disclosing no conditions unacceptable to Lender and showing lot and street lines, and location of improvements and easements rights-of-way and utilities which exist as of the date of Closing the survey, including all easements listed as exceptions on the Title Commitment (defined below) and containing a certification to Lender in form satisfactory to Lender. In lieu of an "as-built" survey, Borrower may provide Lender with a site plan of the Property in form and content satisfactory to Lender. (k) Lender shall have received a Phase 1 hazardous substance audit report, prepared by a registered environmental engineer acceptable to Lender, certifying that there are no hazardous or toxic materials within the soil or on the surface of the Property and that the Property is in compliance with all federal, state and local hazardous substance laws and regulations; provided, however, in the event that recommendations are made by the environmental engineer, all such recommendations must be implemented and completed prior to the funding of the Loan, and any additional reports recommended by such engineer have been performed by engineers or other persons acceptable to Lender and have been delivered and are acceptable to Lender. (l) There has been no material defect or physical or structural damage discovered on, in under or related to the Property or Improvements, as determined in Lender's sole discretion. (m) There has been no material adverse change in the financial condition, properties or prospects of Borrower or Guarantor, as determined in Lender's sole discretion, since the date of each subsequent disbursement (if any)the May 25, 1997 financial statements delivered to Lender. (iin) The Borrower Lender shall have received an appraisal report prepared by an appraiser approved by Lender and Guarantors shall not be in default under any showing the Property to have a value (after completion of the covenants contained herein as Project) of the date of Closing and as of the date of each disbursementat least $5,000,000. (iiio) The Borrower and Guarantors Lender shall have executed and delivered received Certificates of Insurance for all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered policies required pursuant to the Bank all of those items identified as "Borrower's and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bank. (b) Without limiting in any manner the scope or generality of the foregoing, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions as may be necessary or, in the opinion of the Bank, desirable to perfect the security interests created under the Loan Documentsthis Agreement; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered by the Security Agreement); (C) a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the Bank. (c) Borrower shall furnish the Bank with such other documents, opinions, certificates, evidence and other matters as may be requested by the Bank at or prior to Closing.

Conditions Precedent to Initial Disbursement. (a) The obligation of the Bank City to make the Loan and make disbursements of the proceeds of the same to the Borrower is initial disbursement hereunder shall be subject to the satisfaction by condition precedent that the Borrower or its representatives of the following conditions precedent (unless waived by the Bank in each particular instance): (i) The Borrower's and Guarantors' warranties and representations as contained herein Association shall be accurate in compliance with the conditions contained in Section 3.4 hereof and completethe further condition precedent that the City shall have received, in all material respects, as of on or before the date of Closing and as such initial disbursement hereunder, the following: (a) A copy of the date Construction Plans, approved by the City Building Official in accordance with Section 4.2 hereof and in detail sufficient to enable the Association to authorize commencement of each subsequent disbursement (if any). (ii) The Borrower and Guarantors shall not be in default under any construction of the covenants contained herein as of Housing Improvements, certified by the date of Closing and as of the date of each disbursement. (iii) The Borrower and Guarantors shall have executed and delivered all of the Loan Documents as described herein. Without limiting the foregoing, the Borrower shall have delivered to the Bank all of those items identified as "Borrower's City Building Official and the Guarantors' Documents" on the Closing Agenda attached hereto as Schedule 6.1a)(iii) and made a part hereof, all of which must be reasonably acceptable, in form and substance, to the Bank, unless waived in a particular instance by the Bank.Association; (b) Without limiting in any manner the scope or generality Copies of the foregoingConstruction Contracts, certain of said items are more particularly described as follows: (i) All of the Borrower's obligations, if any, to its Subsidiaries or the Guarantors and any officers or directors thereof or of the Borrower shall have been subordinated to the Borrower's performance of its obligations to the Bank with respect to the Loan. (ii) The Bank shall have received: (A) acknowledgment copies of proper financing statements (Form UCC-1) duly filed under the Uniform Commercial Code of all jurisdictions such subcontracts as may be necessary or, in the opinion of the Bank, desirable reasonably requested from time to perfect the security interests created under the Loan Documents; (B) certified copies of Requests for Information or Copies (Form UCC-11) listing the financing statements referred to in paragraph (i) above and all other effective financing statements which name PEU (under its present name and any previous names) as debtor and which are filed in the jurisdictions referred to in said paragraph (A), together with copies of such other financing statements (none of which shall cover the Collateral purported to be covered time by the Security Agreement)City; (C) a title insurance policy written with a company acceptable to the Bank, insuring that the Bank has a valid first lien of record on Real Estate and that the title to Real Estate is good and marketable subject only to those exceptions approved by the Bank. In addition, the policy shall have all standard exceptions, so-called, deleted, and shall include such other affirmative insurance and endorsements as may be requested by the Bank; and (D) a survey of Real Estate which shall locate the improvements as well as all easements and utilities on Real Estate and shall show (u) no violation of any applicable zoning or building requirements, restrictive covenants or the terms of any permits; (v) no encroachment of the improvements onto abutting premises; (w) no encroachment of improvements located on abutting premises onto Real Estate; (x) no material deviation from the acreage of Real Estate as the same may have been represented to the Bank; (y) that Real Estate has access to or abuts a publicly accepted way; and (z) that Real Estate is not located in a flood hazard zone. (iii) The Borrower shall pay the costs and fees of the Bank hereinbefore described herein. (iv) Counsel to the Borrower and the Guarantors shall deliver an opinion to the Bank to the effect that (A) each of the Borrower and Guarantor is a business corporation duly organized and validly existing under the laws of the State of New Hampshire and is duly qualified to do business in all jurisdictions in which the nature of its business or assets make such qualification necessary; (B) that the Loan Documents constitute valid and binding obligations of the Borrower or the Guarantors enforceable in accordance with their terms; (C) that the Borrower's and the Guarantors' entrance into the obligations evidenced by the Loan Documents does not constitute a breach of the articles of incorporation or bylaws of the Borrower or the Guarantors or any other arrangements or agreements by which the Borrower or any of the Guarantors is bound and that the Borrower's and the Guarantors' entrance into and performance of the Borrower's loan obligations will not require any further approvals or consents; (D) that there is neither pending nor, to the knowledge of such counsel, threatened any litigation, administrative proceedings or investigations that would have a material adverse effect on the Borrower or any of the Guarantors or the Borrower's or any of the Guarantors' condition, financial or otherwise; (E) that the security interests granted to the Bank in connection with the Loan constitute a valid perfected first security interest in the collateral described therein; (F) that the Borrower's and Guarantors' business operations, the Real Estate and the intended use thereof are in full compliance with zoning and all other governmental laws and regulation applicable to the Real Estate; and (G) addressing such other matters as deemed appropriate by the Bank. (c) Borrower shall furnish the Bank with such other documents, opinions, certificates, evidence and other matters as may be requested A sworn construction statement duly executed by the Bank at Contractors for the Housing Improvements showing estimates of all anticipated Contractors’ contract or prior subcontracts for specific portions of the work on the Housing Improvements and the amounts anticipated to Closingbecome due each such Contractor, including all costs and expenses of any kind incurred and to be incurred in construction the Housing Improvements; (d) A total project cost statement, incorporating estimates of the construction costs as shown on the sworn construction statement described in paragraph (c) above and setting forth all other costs and expenses of any kind anticipated to be incurred in completion of the Housing Improvements and sworn to by the Association to be a true, complete and accurate account of all costs actually incurred and a reasonably accurate estimate of all costs to be incurred in the future; (e) Copies of any licenses and permits which the City’s Authorized Representative certifies as necessary and sufficient to construct the Housing Improvements, including all foundation and grading permits and building permits from time to time necessary for such construction.