Common use of All Advances Clause in Contracts

All Advances. The obligations of the Lenders to make any Advance under any of the Facilities shall be subject to the further conditions that as at the Drawdown Date of each such Advance: (i) no Event of Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a Tranche A Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,000.

All Advances. The obligations As of the Lenders to make any Advance under any time of the Facilities shall be subject to the further conditions that as at the Drawdown Date making of each such AdvanceLoan and the issuance of each Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder: (ia) each of the representations and warranties set forth in Section 6 hereof and the Applications shall be true and correct in all material respects as of such time, except to the extent the same relate expressly to an earlier date; (b) the Borrower shall be in compliance with all of the terms and conditions hereof, and no Event of Default or Potential Event of Default shall have occurred and be continuingcontinuing hereunder; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ixc) in the case of a Tranche A Advanceeach Revolving Loan, Swing Loan or Letter of Credit, after giving effect to such extension of credit, the making aggregate principal amount outstanding on all Revolving Loans, Swing Loans and L/C Obligations shall not exceed the lesser of (i) the Available Revolving Credit Commitments then in effect or (ii) the Borrowing Base as then determined and computed; (d) in the case of each Swing Loan, after giving effect to such Advance extension of credit, the aggregate principal amount of all Swing Loans shall not causing exceed the Prospective Interim Grossed-up A Advances Amount Swing Line Commitment then in effect; (e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Tranche A Facility Board of Governors of the Federal Reserve System) as then in effect; and (f) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to exceed US$47,000,000the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Each Borrower's request for any Loan or for any Letter of Credit, shall constitute its warranty to the Agent and the Lenders on the date such credit is to be extended as to the facts specified in paragraphs (a) and (b) of this Section.

All Advances. The obligations of the Lenders As conditions precedent to Lender's obligation to make any Advance under any of hereunder, including the Facilities initial Advance: (a) Borrower shall be subject have delivered to Lender, in form and substance satisfactory to Lender and not later than the further conditions that as at the Drawdown Date of each such AdvanceAdvance Request Deadline: (i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower; (ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise; (iv) written evidence that all Commitment Requirements have been satisfied; and (v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due; (d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance; (f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facilityhereunder; and (ixg) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the case ordinary course of a Tranche A Advanceits business, since the making dates of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility Borrower's most recent financial statements theretofore delivered to exceed US$47,000,000Lender or (ii) experienced any other material adverse change in its business or operations.

All Advances. The obligations of All Advances (including the Lenders to make any Advance under any of the Facilities initial Advance) shall be subject to the further conditions that as at precedent that: (a) CSFB shall have received (i) from the Drawdown Date applicable Borrower a completed Borrowing Request and Computer File and (ii) from the Custodian a Trust Receipt containing the Custodian's certification described therein and in the form attached to the Custody Agreement; (b) prior to the delivery of the Borrowing Request to CSFB, the applicable Borrower shall have delivered to the Custodian in accordance with the terms hereof and the Custody Agreement, the Borrowing Request, the Receivable File and related Computer File with respect to each Receivable listed on the Schedule of Receivables attached to the applicable Borrowing Request; and (c) on the date of such Advance, the following statements shall be true and correct, and the applicable Borrower, by accepting the amount of such Advance, shall be deemed to have represented and warranted that: (i) no Event the representations and warranties contained in Section 7.1 with respect to such Borrower are true and correct in all material respects (to the extent that any such representation or warranty does not incorporate a materiality limitation in its terms) on and as of Default such date or Potential Event of Default dates as are set forth in Sections 7.1, which representations and warranties shall have occurred and be continuingsurvive as specified therein; (ii) each the representations and warranties contained in Section 7.2 are true and correct in all respects on and as of the Project Documents such date or dates as set forth in Section 7.2, which representations and warranties shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Documentsurvive as specified therein; (iii) no Potential Event of Default, Event of Default, Servicer Default, or Borrowing Base Deficiency has occurred which is continuing and would remain in existence after, or would result from, the making of such Advance or from the application of the proceeds of the Advance shall, on the Drawdown Date of the such Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) no selection procedures adverse to the Lender interest of CSFB shall have been provided with such further documentation or information utilized in support of selecting the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessaryReceivables; (v) the representations and warranties made or deemed made in Clause 8 Commitment Termination Date shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Datenot have occurred; (vi) all collections received by the making of such Advance not causing applicable Borrower or the amount outstanding in applicable Servicer on or after the Applicable Cutoff Date with respect of to the Facility under which it is drawn to exceed Receivables shall have been deposited into the Available Facility Amount of such Facility on the Drawdown Date of such Advanceapplicable Settlement Account; (vii) the making of such Applicable Cutoff Date with respect to the Receivables shall be no more than ten (10) Business Days prior to the Advance not causing the Loan to exceed the Total Facilities AmountDate; (viii) CSFB shall have received payment of all its fees and reimbursement for all its out-of-pocket costs incurred in connection with entering into or enforcing this Agreement, including reasonable attorneys fees, provided that CSFB has delivered to the making of Borrowers an invoice therefor setting forth the amounts payable in reasonable detail; (ix) such Advance under shall be for an amount at least equal to the Minimum Advance Amount; (x) the aggregate amount of all Advances outstanding to the Borrowers at any Facility one time shall not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such FacilityCommitment Amount; and (ixxi) in CSFB shall have received such other documents and instruments, and the case of a Tranche A AdvanceBorrowers and the Servicers shall have taken all such other actions and delivered all such other instruments, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,000documents and agreements as CSFB shall reasonably request.

All Advances. The obligations of the Lenders to make any Advance under any of the Facilities shall be subject to the further conditions that as at the Drawdown Date of each such Advance: (i) no Event of Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a Tranche A Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,00053,000,000.

All Advances. The obligations of the Lenders As conditions precedent to Lender’s obligation to make any Advance under any of hereunder, including the Facilities initial Advance: (a) Borrower shall be subject have delivered to Lender, in form and substance satisfactory to Lender and not later than the further conditions that as at the Drawdown Date of each such AdvanceAdvance Request Deadline: (i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower; (ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise; (iv) written evidence that all Commitment Requirements have been satisfied; and (v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due; (d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance; (f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facilityhereunder; and (ixg) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the case ordinary course of a Tranche A Advanceits business, since the making dates of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility Borrower’s most recent financial statements theretofore delivered to exceed US$47,000,000Lender or (ii) experienced any other material adverse change in its business or operations.

All Advances. All Advances relating to each Interim Construction Loan hereunder shall be made in accordance with the Construction Draw Schedule. The obligations obligation of the Lenders Lender to make any each Advance under any of (including the Facilities shall be initial Advance with respect to each Loan) pursuant to this Agreement is subject to the following further conditions that as at precedent: (a) the Drawdown Date delivery to the Lender of the following items, each such Advanceof which shall be in form and substance satisfactory to it, in its sole and absolute discretion: (i) the Borrowing Request; (ii) the Appraisal; (iii) the Current Survey; (iv) the Affidavit; (v) the Plans; (vi) the Compliance Certificate; (vii) the most recent Inventory Report; and, (iv) the Bills Paid Affidavit. (b) the delivery to the Lender of a commitment for title insurance issued by the Title Company, committing to issue to the Lender either a Title Insurance Binder or a Title Insurance Policy, as appropriate; (c) the delivery to the Lender of a certified copy of the executed and notarized Supplemental Deed of Trust covering the Lot or Lots for which the initial Advance has been requested; (d) if requested by the Lender, the Borrower shall have delivered to the Lender lien waivers from the subcontractors and materialmen connected with any items payable pursuant to all previous Advances made on each Interim Construction Loan in connection with said application for Advance; such lien waivers shall be in form and substance satisfactory to the Lender; (e) the appropriate Security Instruments shall have been duly delivered to the appropriate offices for filing or recording when applicable, and the Lender shall have received confirmations of receipt thereof from the appropriate filing or recording offices; (f) after the initial Advance, the Lender shall have received the Title Insurance Binder or the Title Insurance Policy, as applicable; and, (g) all building and utility permits, and licenses; and, (h) no Event of Default or Potential Event of Default shall have occurred and be continuing;, nor shall a Material Adverse Change have occurred and be continuing. (iii) each of if required by the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may beLender, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) shall deliver to the Lender shall have been provided with such further documentation or information in support of any and all other supporting documents reasonably required by the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a Tranche A Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,000Lender.

All Advances. The obligations of the Lenders to make any On each Advance under any of the Facilities shall be subject to the further conditions that as at the Drawdown Date of each such AdvanceDate: (a) Agent shall have received (i) an Advance Request for the relevant Advance as required by Section 2.2(g), each duly executed by Bxxxxxxx’s Chief Executive Officer or Chief Financial Officer, and (ii) any other documents related to Bxxxxxxx’s business or financial condition that Agent, in good faith, may reasonably request promptly upon or prior to its receipt of such Advance Request, so long as such request does not result in the intentional delay or denial of the relevant Advance without cause. (b) The representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the Advance Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date. (c) At the time of and immediately after such Advance no Event of Default or Potential Event of Default shall have occurred and be continuing;. (iid) each With respect to any Tranche 2 Advance, Borrower shall have paid the Tranche 2 Facility Charge (which amount may be deducted from such Tranche 2 Advance). (e) With respect to any Tranche 3 Advance, Borrower shall have paid the Tranche 3 Facility Charge (which amount may be deducted from such Tranche 3 Advance). (f) With respect to any Tranche 4 Advance, Borrower shall have paid the Tranche 4 Facility Charge (which amount may be deducted from such Tranche 4 Advance). (g) Each Advance Request shall be deemed to constitute a representation and warranty by Borrower on the relevant Advance Date as to the matters specified in paragraphs (b) and (c) of this Section 4.2 and as to the matters set forth in the Advance Request. (h) As of the Project Documents shall then continue to be in full force and effect and no event date of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a each Tranche A 2 Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount Tranche 2 Milestone shall be satisfied. (i) As of the date of each Tranche A Facility to exceed US$47,000,0003 Advance, the Tranche 3 Milestone shall be satisfied.

All Advances. The obligations obligation of the Lenders each Lender to make any Advance under any Loan or of the Facilities Agent to issue, extend the expiration date of or increase the amount of any Letter of Credit under this Agreement (including the first such extension of credit) shall be subject to the further conditions precedent that as at of the Drawdown Date time of the making of each such Advanceextension of credit: (ia) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct as of said time, except to the extent the same expressly relate to an earlier date; (b) the Company and each Restricted Subsidiary shall be in compliance with all of the terms and conditions hereof and of the other Loan Documents, and no Event of Default or Potential Event of Default shall have occurred and be continuing; (c) after giving effect to such extension of credit, the aggregate principal amount of all Revolving Loans and L/C Obligations outstanding under this Agreement shall not exceed the lesser of (i) the Revolving Credit Commitments then in effect and (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project DocumentBorrowing Base; (iiid) after giving effect to such extension of credit, the aggregate principal amount of all Y2K Revolving Loans outstanding under this Agreement shall not exceed the lesser of (i) the proceeds Y2K Revolving Credit Commitments then in effect and (ii) the Y2K Borrowing Base less the aggregate principal amount of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2all outstanding Revolving Loans and L/C Obligations; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ixe) in the case of a Tranche A Advancethe issuance of any Letter of Credit, the making Agent shall have received a properly completed Application therefor and, in the case of such Advance not causing an extension or increase in the Prospective Interim Grossed-up A Advances Amount amount of the Tranche A Facility Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to exceed US$47,000,000the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement; (f) in the case of the initial Borrowing of Y2K Revolving Loans, the conditions set forth in Section 6.3 below shall have been satisfied; and (g) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System) as then in effect. The Company's request for any Loan or Letter of Credit shall constitute its warranty as to the facts specified in subsections (a) through (f), both inclusive, above.

All Advances. The obligations of the Lenders As conditions precedent to Lender’s obligation to make any Advance under any of hereunder, including the Facilities initial Advance (unless otherwise indicated): (a) Borrower shall be subject have delivered to Lender, in form and substance satisfactory to Lender and not later than the further conditions that as at the Drawdown Date of each such AdvanceAdvance Request Deadline: (i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower; (ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan; (iii) if required by the Commitment Letter, a copy of a Purchase Commitment for the related Pledged Mortgage Loan; (iv) written evidence that all Commitment Requirements have been satisfied; (v) if, at any time after the initial Advance, Borrower becomes a member of MERS, an Electronic Tracking Agreement - Warehouse Lender; and (vi) such other documents pertaining to the Advance as Lender may reasonably request, from time to time.(b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (b) an amount equal to the Haircut plus the minimum required balance, as set forth in Section 3.5(a), shall be on deposit in the Over/Under Account; (c) Borrower shall have paid all Commitment Fees and Unused Facility Fees that are due; (d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Borrower set forth in Article 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance; (f) Borrower and each Guarantor shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facilityhereunder; and (ixg) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the case ordinary course of a Tranche A Advanceits business, since the making dates of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility Borrower’s most recent financial statements theretofore delivered to exceed US$47,000,000Lender or (ii) experienced any other material adverse change in its business or operations.

All Advances. The obligations Notwithstanding any provision contained in this Agreement to the contrary, the obligation of the Lenders Lender to make any Advance a Revolving Loan under any of the Facilities this Agreement shall be subject to the further satisfaction of following conditions that as at the Drawdown Date of each such Advanceprecedent: (ia) no change in the Properties, assets, liabilities, business, operations, prospects, income or condition (financial or otherwise) of Borrower, any Subsidiary Holding Company or any Subsidiary Bank that could have a Material Adverse Effect shall have occurred since the date of this Agreement and be continuing; (b) all of the representations and warranties of Borrower contained in this Agreement and of Borrower, each Subsidiary Holding Company and each Subsidiary Bank, as applicable, in the other Transaction Documents shall be true and correct on and as of the date of the making of such advance as if made on and as of the date of the making of Revolving Loan; (c) on the date of, and immediately after the making of, such advance, no Default or Event of Default or Potential Event of Default under this Agreement shall have occurred and be continuing; (iid) Borrower, each of the Project Documents Subsidiary Holding Company and each Subsidiary Bank shall then continue to be in full force compliance with all of the terms and effect conditions of this Agreement and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Documentother Transaction Documents; (iiie) after giving effect to the proceeds making of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may beRevolving Loan, the Borrower has provided aggregate principal amount of all Revolving Loans shall not exceed the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2Revolving Credit Commitment; (ivf) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to Lender (including Regulation U of the Board of Governors of the Federal Reserve System) as then in effect; and (g) Lender shall have been provided with received a notice of borrowing as required by Section 2.01(b) and Lender shall have approved such further documentation or information Revolving Loan in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine its sole and absolute discretion. Each request for a Loan by Borrower under this Agreement shall be deemed to be necessary; (v) a representation and warranty by Borrower on the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as date of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing advance as to the amount outstanding facts specified in respect clauses (a), (b), (c) and (d) of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a Tranche A Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,000this Section 3.02.

All Advances. The obligations As of the Lenders to make any Advance under any time of the Facilities shall be subject to the further conditions that as at the Drawdown Date making of each such AdvanceLoan and the issuance of each Letter of Credit (including the initial Loan and the initial Letter of Credit) hereunder: (ia) each of the representations and warranties set forth in Section 6 hereof and the Applications shall be true and correct in all material respects as of such time, except to the extent the same relate expressly to an earlier date; (b) the Borrower shall be in compliance with all of the terms and conditions hereof, and no Event of Default or Potential Event of Default shall have occurred and be continuingcontinuing hereunder; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ixc) in the case of a Tranche A Advanceeach Revolving Loan and Letter of Credit, after giving effect to such extension of credit, the making aggregate principal amount of all Revolving Loans, Swing Loans and L/C Obligations outstanding under the Revolving Credit shall not exceed the Revolving Credit Commitments then in effect; (d) in the case of each Swing Loan, after giving effect to such Advance extension of credit, the aggregate principal amount of all Swing Loans shall not causing exceed the Prospective Interim Grossed-up A Advances Amount Swing Line Commitment then in effect; (e) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender (including, without limitation, Regulation U of the Tranche A Facility Board of Governors of the Federal Reserve System) as then in effect; and (f) in the case of the issuance of any Letter of Credit, the Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to exceed US$47,000,000the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Each Borrower's request for any Loan or for any Letter of Credit, shall constitute its warranty to the Agent and the Lenders on the date such credit is to be extended as to the facts specified in paragraphs (a) and (b) of this Section.

All Advances. The obligations obligation of the Lenders to make any Advance under any of Loan or other financial accommodation to a Borrower hereunder (including the Facilities first such accommodation) shall also be subject to the further conditions precedent that as at of the Drawdown Date time of the making of each such AdvanceLoan or other accommodation hereunder: (ia) each of the representations and warranties set forth herein and in the other Loan Documents shall be and remain true and correct in all material respects as of said time, except to the extent the same expressly relate to an earlier date; (b) the Acme Group shall be in compliance with all of the terms and conditions hereof and of the other Loan Documents, and no Event of Default or Potential Event of Default shall have occurred and be continuing; (c) after giving effect to such extension of credit to the relevant Borrower, (i) the aggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) each the aggregate principal amount of the Project Documents Revolving Loans and Swing Line Loans made to such Borrower and the L/C Obligations in respect of Letters of Credit issued for such Borrower's account shall not exceed such Borrower's Available Borrowing Base as then continue to be in full force determined and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Documentcomputed; (iiid) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the proceeds Agent or any Lender (including, without limitation, Regulation U of the Advance shall, on the Drawdown Date Board of Governors of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, Federal Reserve System) as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified then in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facilityeffect; and (ixe) in the case of a Tranche A Advancethe issuance of any Letter of Credit, the making Agent shall have received a properly completed Application therefor and, in the case of such Advance not causing an extension or increase in the Prospective Interim Grossed-up A Advances Amount amount of the Tranche A Facility Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to exceed US$47,000,000the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correct.

All Advances. The obligations obligation of the Lenders to make any Advance Revolving Loan or issue any Letter of Credit under any the Revolving Credit or make the Term Loan under the Term Credit (including the first such extension of the Facilities credit) shall be subject to the further satisfaction of the following conditions that as precedent at the Drawdown Date time of each the extension of such Advancecredit: (a) each of the representations and warranties set forth herein and in the other Loan Documents shall be true and correct in all material respects as of the date of such advance or issuance (except (i) in the case of the initial credit extension, the representations and warranties made in Section 6.5 hereof shall be deemed to refer to the most recent financial statements delivered to the Lenders pursuant to Section 8.5 hereof and (ii) to the extent that such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)); (b) no Event material adverse change shall have occurred in the condition (financial or otherwise) of the Company and its Subsidiaries taken as a whole since the date of the most recent monthly financial statements furnished to the Lenders pursuant to Sections 8.5(b) hereof; (c) no Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ixd) in the case of each request for a Tranche A AdvanceRevolving Loan or Letter of Credit, after giving effect to such extension of credit, the making aggregate principal amount of all Revolving Loans and Letters of Credit outstanding under this Agreement shall not exceed the lesser of (1) the Revolving Credit Commitments or (2) the Borrowing Base; and (e) in the case of the issuance of each Letter of Credit, the Administrative Agent shall have received a properly completed Application therefor and, in the case of an extension or increase in the amount of the Letter of Credit, the Administrative Agent shall have received a written request therefor, in a form acceptable to the Administrative Agent, with such Application or written request, in each case to be accompanied by the fees called for hereby. Any request made by any Borrower to the Administrative Agent for a Loan or Letter of Credit hereunder shall be deemed to constitute a representation and warranty that the applicable conditions specified above exist as of such Advance not causing date. Upon the Prospective Interim Grossed-up A Advances Amount request of the Tranche A Facility Administrative Agent, each Borrower so requested shall furnish a certificate executed by its chief financial officer to exceed US$47,000,000confirm the foregoing.

All Advances. The obligations obligation of the Lenders to make any Advance under any of Loan or other financial accommodation to a Borrower hereunder (including the Facilities first such accommodation) shall also be subject to the further conditions precedent that as at of the Drawdown Date time of the making of each such AdvanceLoan or other accommodation hereunder: (i) no Event of Default or Potential Event of Default shall have occurred and be continuing; (iia) each of the Project representations and warranties set forth herein and in the other Loan Documents shall then continue be and remain true and correct as of said time, except to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such extent the same expressly relate to an event has occurred under any Project Documentearlier date; (iiib) the proceeds Acme Group shall be in compliance with all of the Advance shall, on the Drawdown Date terms and conditions hereof and of the Advance, be due from the Borrower other Loan (c) after giving effect to such extension of credit to the Builder under relevant Borrower, (i) the Rig Construction Contract oraggregate principal amount of all Revolving Loans, Swing Line Loans and L/C Obligations shall not exceed the lesser of (x) the Commitments then in effect and (y) the Available Borrowing Base of all the Borrowers as then determined and computed and (ii) the case may be, aggregate principal amount of the Revolving Loans and Swing Line Loans made to such Borrower has provided and the Facility Agent with L/C Obligations in respect of Letters of Credit issued for such evidence Borrower's account shall not exceed such Borrower's Available Borrowing Base as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2then determined and computed; (ivd) such extension of credit shall not violate any order, judgment or decree of any court or other authority or any provision of law or regulation applicable to the Agent or any Lender shall have been provided with such further documentation or information in support (including, without limitation, Regulation U of the Drawing Request in respect Board of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as Governors of the Drawdown Date of such Advance with the same effect Federal Reserve System) as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding then in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facilityeffect; and (ixe) in the case of a Tranche A Advancethe issuance of any Letter of Credit, the making Agent shall have received a properly completed Application therefor and, in the case of such Advance not causing an extension or increase in the Prospective Interim Grossed-up A Advances Amount amount of the Tranche A Facility Letter of Credit, the Agent shall have received a written request therefor, in a form acceptable to exceed US$47,000,000the Agent, with such Application or written request, in each case to be accompanied by the fees required by this Agreement. Any request made by the Acme Group to the Agent for credit hereunder shall be deemed to constitute a representation and warranty that the foregoing statements are true and correct."

All Advances. The obligations Notwithstanding any provision contained in this Agreement or any of the Lenders other Transaction Documents to the contrary, Lender shall have no obligation to make any Advance under any of the Facilities Loan hereunder unless Lender shall have received, or Borrower shall have complied with, as the case may be, each of the following, each in form and substance satisfactory to Lender in its sole discretion: (a) a Borrowing Notice for such Advance as required by Section 2.02, together with the invoice(s) and/or other supporting documentation acceptable to Lender evidencing Borrower’s intended use of such funds for the purposes set forth in Section 2.08; (b) the Security Agreement in the form attached hereto as Exhibit I, and all UCC financing statements and evidence of the proper filing of UCC-1 financing statements perfecting first priority security interests in all of the Collateral that can be perfected by filing of financing statements; (c) the schedule to the Master Lease evidencing that the Eligible Vehicles for which the Advance shall have been requested have been leased to Lessee pursuant to the Master Lease and in accordance with this Agreement; (d) Borrower shall have full and clear title to each Eligible Vehicle free and clear of all Liens, except for Permitted Liens with respect to the Eligible Vehicles for which the Advance shall have been requested, subject only to payment of the Adjusted Purchase Price; (e) the Advance in respect of an Eligible Vehicle shall not exceed 90% of the Adjusted Purchase Price; (f) payment by Borrower to Lender of the Down Payment for each Eligible Vehicle being financed with such Advance; (g) all of the representations and warranties of Borrower and Lessee contained in this Agreement and in the other Transaction Documents shall be subject true and correct in all material respects on and as of the date of such Advance as if made on and as of the date of such Advance, except to the further conditions extent that any such representation or warranty expressly relates solely to an earlier date (in which case any such representation or warranty shall be true and correct in all material respects on and as at if such earlier date); (h) no Material Adverse Effect shall have occurred since the Drawdown Date date of each such Advance:this Agreement and be continuing, provided, however, that the financial losses projected to occur during the first six-month period after the date of this Agreement disclosed in writing by Borrower to Lender prior to the date of this Agreement shall not be considered a Material Adverse Effect; (i) on the date of and immediately after giving effect to such Advance, no Event of Default or Potential Event of Default shall have occurred and be continuing; (iij) each of the Project Documents Order shall then continue to be not have been stayed, withdrawn, or amended in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Documentmaterial respect; (iiik) the proceeds Purchase Agreement shall not have been withdrawn, terminated, cancelled or amended in any material respect; and (l) payment of the Lender’s costs and expenses as provided for in Section 8.02. Each request for an Advance shall, on the Drawdown Date of Loan by Borrower hereunder shall be deemed to be a representation and warranty by Borrower on the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect date of such Advance as to the Facility Agent may reasonably determine facts specified in clauses (b) – (k) inclusive, of this Section 3.02. Any one or more of the conditions set forth above which have not been satisfied by Borrower on or prior to the date of the Advance of the Loan shall not be deemed permanently waived unless Lender shall waive the same in a writing which expressly states that the waiver is permanent, and, in all cases in which the waiver is not stated to be necessary; (v) the representations permanent, Lender may at any time subsequent thereto, insist upon compliance and warranties made or deemed made in Clause 8 shall be true in all material respects on and satisfaction of any such condition as a condition to any further Advance of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a Tranche A Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,000Loan.

All Advances. The obligations of the Lenders As conditions precedent to Lender's obligation to make any Advance under any of hereunder, including the Facilities initial Advance: (a) Borrower shall be subject have delivered to Lender, in form and substance satisfactory to Lender and not later than the further conditions that as at the Drawdown Date of each such AdvanceAdvance Request Deadline: (i) a Collateral Data Record for the Pledged Mortgage Loan, which Collateral Data Record may be an individual record or part of a group report and shall be authenticated by Borrower with the PIN or the handwritten signature of an authorized officer of Borrower; (ii) the Collateral Documents relating to the Pledged Mortgage Loan, unless such Pledged Mortgage Loan is a Wet Mortgage Loan; (iii) a copy of a Purchase Commitment for the related Pledged Mortgage Loan, unless the Commitment Letter states otherwise; (iv) written evidence that all Commitment Requirements have been satisfied; and (v) such other documents pertaining to the Advance as Lender may reasonably request, from time to time. (b) an amount equal to the Haircut plus the minimum required balance, as set forth in SECTION 3.5(A), shall be on deposit in the Over/Under Account; (c) Borrower shall have paid all Commitment Fees that are due; (d) Borrower shall have designated an Approved Payee, if applicable, to whom such funds shall be delivered; (e) the representations and warranties of Borrower set forth in ARTICLE 8 hereof shall be true and correct in all material respects as if made on and as of the date of each Advance; (f) Borrower shall have performed all agreements to be performed by them hereunder and under the Guaranty, respectively, and after giving effect to the requested Advance, there shall exist no Event of Default or Potential Event of Default shall have occurred and be continuing; (ii) each of the Project Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document; (iii) the proceeds of the Advance shall, on the Drawdown Date of the Advance, be due from the Borrower to the Builder under the Rig Construction Contract or, as the case may be, the Borrower has provided the Facility Agent with such evidence as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facilityhereunder; and (ixg) Borrower shall not have (i) incurred any material liabilities, direct or contingent, other than in the case ordinary course of a Tranche A Advanceits business, since the making dates of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility Borrower's most recent financial statements theretofore delivered to exceed US$47,000,000Lender or (ii) experienced any other material adverse change in its business or operations.

All Advances. The obligations of the Lenders to make any Each Advance under any of the Facilities shall be subject to the further conditions that as at the Drawdown Date satisfaction of each such Advanceof the following conditions: (ia) Any request for an Advance shall be submitted to Agent on Agent’s form of request, not less than twenty (20) Business Days prior to the anticipated disbursement date for the Advance, and shall be accompanied by all evidence required to be approved by Agent as a condition to such Advance, including, with respect to the conditions set forth in clauses (d), (e) and (f) below, a certificate from an officer or authorized representative of Borrower approved by Agent stating that said conditions are then satisfied. No Advance will be made within less than ninety (90) days prior to the Maturity Date or after the Amortization Commencement Date. (b) Lenders shall not be required to make more than one Advance (which may consist of disbursements of one or more of the Holdbacks) during any calendar month. Each monthly Advance shall be in a minimum amount of $25,000 or, if less, the remaining undisbursed amount of the applicable Holdback or any Reserve. (c) Agent may, in its discretion, require an endorsement to the Title Policy, in form and content satisfactory to Agent, insuring, in effect, that such Advance has the same priority as the Initial Disbursement and that there has been no material adverse change in the condition of title to the Property, including the absence of any Lien or exception which is not a Permitted Exception, since the issuance of the Title Policy. In addition to the foregoing, if at any time Agent reasonably believes that any Advance is not secured or will or may not be secured by the Mortgage as a first and prior lien or security interest on the Land and the Improvements (subject only to the Permitted Exceptions), then Borrower shall, within ten (10) Business Days after written notice from Agent, do all things and matters necessary (including execution and delivery to Agent of all further documents and performance of all other acts which Agent deems necessary or appropriate) to assure to the satisfaction of Agent that any Advance previously made hereunder or to be made hereunder is secured or will be secured by the Mortgage as a first and prior lien or security interest with respect to the Land and the Improvements (subject only to the Permitted Exceptions). (d) No actions, suits or proceedings shall then be pending nor have any been threatened against or which affect Borrower, Guarantor or the Property and no event or circumstance shall have occurred which could have a Material Adverse Effect on Borrower or Guarantor. (e) No Default or Event of Default or Potential Cash Trap Event of Default shall have occurred and all representations and warranties set forth in this Agreement and in any other Loan Document shall be continuing;true and correct. (iif) each of the Project All Loan Documents shall then continue to be in full force and effect and no event of default (howsoever described) and no event or circumstance which with the giving of notice or lapse of time may become such an event has occurred under any Project Document;effect. (iiig) Agent shall have received from each Lender such Lender’s Pro Rata Share of each such Advance. (h) Borrower shall pay Agent, for its sole benefit, a processing fee equal to $2,500 (which shall include the proceeds cost, if any, of the Advance shallany Construction Consultant in connection with each such Advance). (i) Agent shall have received from Borrower such other information and documents (including, on the Drawdown Date of the Advancewithout limitation, be due confirmations, certificates or other assurances from the Borrower to the Builder under the Rig Construction Contract or, as the case may beGeneral Contractor, the Borrower has provided Proton Equipment Vendor or the Facility Agent with such evidence Provider) as the Facility Agent may require that such proceeds will be applied for the purposes specified in Clause 2.2; (iv) the Lender shall have been provided with such further documentation requested or information in support of the Drawing Request in respect of such Advance as the Facility Agent may reasonably determine to be necessary; (v) the representations and warranties made or deemed made in Clause 8 shall be true in all material respects on and as of the Drawdown Date of such Advance with the same effect as though such representations and warranties had been made on and as of such Drawdown Date; (vi) the making of such Advance not causing the amount outstanding in respect of the Facility under which it is drawn to exceed the Available Facility Amount of such Facility on the Drawdown Date of such Advance; (vii) the making of such Advance not causing the Loan to exceed the Total Facilities Amount; (viii) the making of such Advance under any Facility not causing the Prospective Final Grossed-up Advances Amount of such Facility to exceed the Facility Amount of such Facility; and (ix) in the case of a Tranche A Advance, the making of such Advance not causing the Prospective Interim Grossed-up A Advances Amount of the Tranche A Facility to exceed US$47,000,000required by Agent.