Common use of Conditions Precedent to Advances Clause in Contracts

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

Conditions Precedent to Advances. Notwithstanding any other provision 4.1 The obligations of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance the Advance under this Agreement unless and until on the Closing Date is subject to the satisfaction or waiver in writing of the following conditions have beendocuments and other evidence, and continue to be, satisfied, all each in form and substance reasonably satisfactory to the Lender and its counselon or before the Closing Date: (a) the Loan Documents, signed by all parties to them. (b) each document (including Uniform Commercial Code financing statements) required by the Security Documents to be filed, registered, or recorded in order to create in favor of Lender on the Collateral described therein for which perfection is required by the terms thereof. (c) evidence that all fees and expense of the Lender under this Agreement and of the Existing Lenders under the Existing Loan Documents have been (or simultaneously with the first Advance, will be) paid in full. (d) No Default or Event of Default shall have received, on occurred and be continuing. (e) Each of the representations and warranties made by any Obligor in or prior pursuant to the Closing Date unless otherwise indicatedLoan Documents shall be true and correct in all material respects (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects as of the following documents:date of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date). (f) Results of recent lien searches in each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens. (g) A certificate of each Obligor, executed by an authorized officer of such Obligor, with appropriate insertions and attachments, including (i) the constituent documents of such Obligor, (ii) the relevant board resolutions or written consents of such Obligor adopted by such Obligor for the purposes of authorizing such Obligor to enter into and perform the Loan Documents to which such Obligor is party, (iii) the names, titles, incumbency and signature specimens of those representatives of such Obligor who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Obligor, and (iv) a good standing certificate) for each Obligor certified as of a recent date by the appropriate Governmental Authority of its respective jurisdiction of organization. (h) All necessary consents and approvals to authorize the Loan Documents shall have been obtained by the applicable Loan Parties. (i) An Advance Request, signed by the Notes, duly executed and delivered;Borrower. (iij) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have A certificate signed by a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary authorized officer of the Borrower certifying that the conditions specified in clauses (d), (e) and (h) of this Section 4.1 have been satisfied. (k) A legal opinion of Xxxxxxx & West LLP, legal advisers to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws;Obligors. (vl) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) A Cashflow Report for the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of 13 week period within three Business Days from the Closing Date, and there shall exist on the Closing Date no Default or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

Conditions Precedent to Advances. Notwithstanding After the Initial Advance, no Advance of the proceeds of the Loan for any other provision of this Agreement or purpose shall occur until Borrower has provided the Other Agreements and without affecting in any manner Lender with the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counselfollowing: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: received (i) the Notes, duly a fully executed counterpart of each Construction Contract or copy thereof; and delivered; (ii) evidence a report of any changes, replacements, substitutions, additions or other modification in the list of contractors, subcontractors and materialmen involved or expected to be involved in the construction of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered;Improvements. (b) Borrower Lender shall have received from Borrower a Draw Request for such Advance: (i) completed, executed and delivered such certified to by Borrower, with the Inspecting Person’s approval noted thereon, stating that said construction was performed in accordance with the Plans and Specifications; (ii) with the statement from Borrower that, in the opinion of Borrower, construction of the Improvements can be completed on or before the Completion Date for an additional documents cost not in excess of the amount then available under the Loan; (iii) setting forth the amount of retainage as required by Section 3.8) for each category for which retainage applies; and instruments as have been requested (iv) approved by the Inspecting Person. To the extent approved by Lender;, and included in the Budget, such expenses may be paid from the proceeds of the Loan. (c) the representations Borrower shall have furnished to Lender, from each contractor, subcontractor and warranties contained herein materialman, including Contractor, an invoice, lien waiver and such other instruments and documents as Lender may from time to time specify, in form and content, and containing such certifications, approvals and other data and information, as Lender may require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished. The lien waiver of each contractor, subcontractor and materialman shall be true on and as received by Lender not later than one month after the making of any Advance for the Closing Datebenefit of such contractor, and there shall exist on subcontractor or materialman which pays the Closing Date no Default or Event of Default;amount described in such lien waiver. (d) Borrower shall have furnished to Lender such city inspection reports, if any, budget variance reports for the advances on operating budget and other matters, all in form and substance acceptable to Lender, with respect to the terms and conditions herein provided (including the use by Borrower construction of the proceeds Improvements. (e) If requested the opinion of the advancesInspection Person that all work typically done at the stage of construction when the Advance is requested shall have been done, and all materials, supplies, chattels and fixtures typically furnished or installed at such stage of construction shall have been furnished or installed. (f) shall All personal property not violate any applicable law or governmental regulation (includingyet incorporated into the Improvements but which is to be paid for out of such Advance, without limitationmust then be located upon the Land, Regulations Gsecured in a method acceptable to Lender, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; andthereof. (eg) all corporate Borrower shall have recorded the executed Affidavit of Commencement as required under Section 5.13 of this Agreement. (h) Original or a copy of each fully executed Design Services Contract. (i) A copy of the Plans and other proceedings taken or to be taken in connection with the transactions contemplated hereby Specifications. (j) Building permit(s), grading permit(s) and all documents incident thereto shall be in substance and form reasonably satisfactory other permits required with respect to the construction of the Improvements. (k) Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents a completed Budget from Borrower in form and substance acceptable to Lender, if different from the budget attached hereto as Lender or its counsel may reasonably requestExhibit “B”.

Conditions Precedent to Advances. Notwithstanding any Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this AgreementLoan Documents, it is understood and agreed that Lender shall have no Lender’s obligation to make any advance under this Agreement unless and until fund each Advance shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as of the funding date for the applicable Advance (the “Advance Conditions”): (a) Lender no event constituting a Xxxxxxxxxx Land Event of Default under a Xxxxxxxxxx Land Loan shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Lender (or the Title Company, acting at Lender’s direction) shall have received the original Deed of Trust covering the Projects being funded by the Loan, duly executed by Borrower for the benefit of Lender and Lender shall have received the original Note for the Loan, duly executed by Borrower; (c) Lender shall have received all Required Documents relating to the Loan and all Closing Deliveries required to be delivered to Lender as further described in Section 6.1; (d) Lender shall have received an Advance Request properly completed and duly executed by a Principal Officer, accompanied by all required attachments; (e) the representations and warranties made in this Agreement and the other Loan Documents by Borrower and the Borrower-Related Parties and in all certificates and other documents delivered pursuant thereto, shall be true and correct in all material respects on and as of the date of funding; (f) all of the covenants and agreements contained in this Agreement and the other Loan Documents to be complied with and performed as of the date hereof by Borrower and the Borrower-Related Parties have been duly complied with and performed on and as of the date of funding; (g) no event constituting an Event of Default, shall have occurred and be continuing, as determined by Lender pursuant to Section 11.1; (h) a Principal Officer shall have executed and delivered such additional to Lender an Officer’s Certificate dated the date of the Advance, and all matters certified in the Officer’s Certificate shall be true and correct in all respects; (i) on and as of the date of funding, all statements contained in all Loan Documents and all other certificates, statements and data furnished to Lender by or on behalf of Borrower or in connection with the transactions contemplated by this Agreement or any of the other Loan Documents (including all of the documents and instruments information required to be delivered to Lender by Section 6.1 and Section 7.1) shall be true and complete in all material respects, and there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect; (j) the amount of the requested Advance, when added to the outstanding principal amount of all Loans then outstanding, would not exceed the Maximum Commitment; (k) as of the date of any such Advance, all of the Loan Documents shall have been executed and delivered, and shall be valid, enforceable and in full force and effect; (l) as of the date of any such Advance, all Loan Expenses and other fees, charges and expenses owed under any of the Loan Documents as of the date of the requested Advance shall have been paid in full (or Lender shall have agreed to fund such Loan Expenses, fees, charges and expenses out of the proceeds of such Advance); (m) as of the date of any such Advance, Lender’s security interests in all Collateral shall be duly perfected and in the Lien position stated therein; (n) the title agent shall have delivered to Lender the Title Company’s Title Binder to the Lender pursuant to a Title Commitment, in form and content satisfactory to Lender, wherein the Title Company agrees to provide a Title Policy covering the Lots being funded by such Advance to Lender, obtained at Borrower’ expense; (o) Borrower and the Borrower-Related Parties shall have complied with each other reasonable request of Lender made in connection with the then-requested Advance that Lender determines is reasonably related to such Advance; (p) the Project has not been destroyed or materially damaged by fire or other casualty; (q) the Project is not the subject of a condemnation proceeding or litigation; (r) the building pad site for the Home is not located in flood zone A or V unless Lender gives its advance written consent thereto, which may be withheld for any reason in Lender’s sole and absolute discretion; (s) if requested by Lender, Borrower will also do the following: (i) deliver copies of recorded Affidavits of Commencement to Lender and the Title Company; (ii) deliver updated Title Binder to Lender showing title to the Lot or Home to be vested in Borrower and no stated facts objectionable to Lender, including without limitation, mechanic’s liens filings for unpaid bills for labor or materials; (iii) furnish Lender and Title Company with a list of the names and addresses of all contractors, subcontractors, laborers, and suppliers who have furnished labor or materials for any Home; (iv) furnish Lender and Title Company with copies of the contracts, bills of sale, receipted vouchers, and agreements under which Borrower claims title to the materials, articles, fixtures, and other personal property used or to be used in the construction or operation of any Home; and/or (v) furnish Lender and Title Company with lien waivers or lien subordination agreements from all contractors, subcontractors, laborers, or suppliers, who have furnished labor, services or material for any Home certifying that they have been fully paid for all labor, services and material furnished by them through the date of the immediately prior Advance Request; (t) Lender and Title Company have received a report from Lender’s Inspector indicating (i) whether the Approved Budget is sufficient to complete the Project in substantial accordance with the Plans and Specifications and if not, specifying the amount in excess of the Approved Budget which is necessary to complete the Project in substantial accordance with the Plans and Specifications, which amount Borrower shall, at Lender’s request, place in escrow with Title Company to be released to Borrower upon Lender’s unilateral request therefor; provided, that upon Borrower’s request to Lender for release of such funds, if no Event of Default has occurred and is continuing, Lender will request the Title Company to release the funds to Borrower upon completion of the Project; and further provided, that Borrower agrees that the released funds will be used solely for the purpose of paying Project costs unless all Project costs have been paid in full, (ii) the progress of the work on such Home, (iii) the conformity of the work with the Plans and Specifications, (iv) the sufficiency of the Loan proceeds to fund the work remaining to be completed on such Home, (v) whether the work can be completed in a timely manner, (vi) the Plans and Specifications are in compliance in all material respects with all applicable legal Requirements for the full completion of the Project, and (vii) any other matters that Lender reasonably requests to be reviewed by Lender’s Inspector; (u) Lender shall have received sales and marketing reports reasonably requested by Lender; (cv) the representations Lender and warranties contained herein Title Company shall be true on and as have received a Foundation Survey upon completion of the Closing Datefoundation of each Home to be reviewed and approved prior to subsequent Advances for work performed after completion of the foundation, and there shall exist on a Completion Survey upon the Closing Date no Default or Event completion of Defaultthe Home to be reviewed and approved prior to the final Advance in connection with such Home; (dw) the advances use of proceeds of such Advance will comply in all respects with Section 7.4; (x) if the Advance is a first Loan Advance after the related Loan Closing and a Projected Cash Shortfall exists, Borrower shall pay the Projected Cash Shortfall at the time of the Loan Advance or provide Lender evidence that the Projected Cash Shortfall has been paid prior to the Loan Advance; and (y) Borrower shall have obtained all necessary permits to construct the Home on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation Lot (including, without limitation, Regulations Gthe building permit, T, U and X of the Board of Governors of the Federal Reserve Systemif any) and shall not subject Lender have paid all taxes and fees to tax applicable Governmental Authorities (other than income including, without limitation, all permitting and franchise taxesimpact fees, if any) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or any homeowner association that are due prior to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies date of such documents as Lender or its counsel may reasonably requestthe Advance.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender shall have received, on or prior Prior to the Closing Date unless otherwise indicatedfirst advance of any portion of the proceeds of the Loan, the Borrower shall satisfy each of the following documentsrequirements: (i) The Lender shall have received its required Facility Fee (as hereinafter defined) and the NotesBorrower shall have paid all other fees, duly executed costs and delivered;expenses (including the reasonable fees and costs of the Lender's counsel) then required to be paid pursuant to this Agreement and all other Loan Documents. (ii) evidence The Lender shall have received and approved financial statements relating to the Borrower and the Guarantors, in form and detail satisfactory to the Lender and certified as to accuracy, in all material respects, by or on behalf of the qualification Borrower and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted;the Guarantors. (iii) certified The Lender shall have received and approved such evidence as the Lender may reasonably require of the existence, good standing, authority and capacity of the Borrower and the Guarantors to execute, deliver and perform their respective obligations to the Lender under the Loan Documents, including, an instrument certifying the officers or other representatives of the Borrower and the Guarantors who are authorized to execute the Loan Documents; and true and complete copies of the resolutions and/or consents of the Board of Directors of Borrower (a) and the Guarantors approving the Loan Documents and authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of transactions contemplated in this Agreement and the Other Agreements by officers of the Borrower;other Loan Documents. (iv) certificates of The Borrower and the secretary of the Borrower certifying Guarantors shall have duly executed, acknowledged and/or sworn to as required, and delivered to the Lender all Loan Documents then required by the names Lender, dated the date of its officersthis Agreement, each in form and content reasonably satisfactory to the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws;Lender. (v) an The Lender shall have received the written opinion of Borrower’s counselcounsel satisfactory to the Lender for the Borrower and the Guarantors addressed to the Lender, duly executed and delivered; anddated the date of this Agreement. (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and The Lender shall have received such certificates a paid policy of title insurance in standard ALTA form or other evidence as a valid and enforceable commitment to issue the same from a company satisfactory to the Lender in the amount of the Loan and which may reasonably request be endorsed or assigned to establish compliance with this condition; and (e) all corporate the successors and other proceedings taken or assigns of the Lender without additional cost, insuring the lien of the Deed of Trust to be taken in connection with a valid second lien on the transactions contemplated hereby Property, free and clear of all documents incident thereto shall be in substance defects, exceptions and form reasonably satisfactory to Lender and its counsel, and encumbrances except such as the Lender and its counsel shall have approved. (vii) The Lender shall have received advice, in form and substance and from a source satisfactory to the Lender, to the effect that a search of the applicable public records discloses no conditional sales contracts, chattel mortgages, leases of personalty, financing statements or title retention agreements filed or recorded against the Property except such as the Lender shall have approved. (viii) The Lender shall have received all policies of insurance required by the terms of the Deed of Trust and by the other Loan Documents to be in effect from a company or companies and in form and amount satisfactory to the Lender, including without limitation, flood insurance (in the amount of the Loan or the maximum limit of coverage available on the Property, whichever is less or evidence that flood insurance is not available or otherwise required with respect to the Property), together with written evidence, in form and substance satisfactory to the Lender, that all fees and premiums due on account thereof have been paid in full. (ix) The Lender shall have received and approved an appraisal of the Property. (x) The Lender shall have received and approved one or more executed purchase contracts with NVR, Inc. ("NVR") covering all of the remaining Lots and Parcels within the Property, including without limitation, all of the Lots within the section of the Property known as the CCRC Multifamily Parcel, which must be in form and substance satisfactory to the Lender in all respects (collectively, the "NVR Purchase Contracts"), together with satisfactory evidence that such counterpart originals or certified or NVR Purchase Contracts remain in full force and effect, and a subordination agreement executed by NVR, in form and substance acceptable to the Lender in all respects, pursuant to which any lien held by NVR as security for its deposit under the NVR Purchase Contracts shall be subordinated to the lien of the Lender under the Deed of Trust. (xi) The Borrower shall have delivered to the Lender, in form and content reasonably satisfactory to the Lender, such other copies of such documents documents, instruments, certificates and agreements as the Lender or its counsel may reasonably request. (b) As conditions precedent to each advance made pursuant to a Draw Request and in addition to all other requirements contained in this Agreement and the other Loan Documents, the Borrower must satisfy the following additional conditions: (i) All conditions set forth in subsection (a) above shall have been satisfied. (ii) No default or any event which, with the giving of notice or the lapse of time, or both, could become a default shall then exist hereunder or under any of the other Loan Documents. (iii) The representations and warranties made in the Loan Documents must then be true and correct in all material respects on and as of the date of each such advance. (iv) The Lender shall have received and approved such information regarding the purpose for which funds are being requested in connection with one of the Borrower's real estate projects as the Lender may reasonably request. (v) As of the date of the making of each such advance, no default or event of default (as described or defined therein) shall have occurred under the Development Loan or under any other indebtedness or liability for borrowed money of the Borrower or of either of the Guarantors, which default or event of default shall remain uncured beyond any applicable grace and/or cure period provided therefor. (vi) As of the date of the making of each such advance, to the knowledge of the Borrower, no event shall have occurred, nor shall any condition exist, that could reasonably be expected to have an adverse effect on the enforceability of the Loan Documents, be materially adverse to the financial condition of the Borrower or of either of the Guarantors, be materially adverse to the ability of the Borrower or of either of the Guarantors to fulfill its obligations under the Loan Documents, or otherwise have any material adverse effect whatsoever on the Project. (vii) The Borrower shall have delivered to the Lender such other information, documents, certificates and agreements as reasonably may be required by the Lender.

Conditions Precedent to Advances. Notwithstanding At the time of the making of the Term Loan hereunder on the Closing Date, all obligations of Borrower hereunder incurred prior to any other provision such Advance (including, without limitation, Borrower’s obligations to reimburse the reasonable fees and expenses of counsel to the Lender and any fees and expenses payable to the Lender as previously agreed with Borrower), shall have been paid in full, and the Lender shall have received the following, in form and substance reasonably satisfactory in all respects to the Lender: (a) The duly executed counterparts of this Agreement Agreement; (b) The duly executed Term Note evidencing the Term Loan Commitment; (c) Duly executed Certificate of Borrower in substantially the form which is reasonable acceptable to the Lender and appropriately completed; (d) Duly executed Certificates of the Secretary or Assistant Secretary of each of the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (e) Duly executed Certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (f) Certified copies of the certificate or articles of incorporation of each Credit Party certified by the Secretary of State or the Other Agreements Secretary or Assistant Secretary of such Credit Party, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of such Credit Party; (g) Copies of all documents and without affecting instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (h) Certified copies of the Intercompany Credit Documents, to the extent that they exist; (i) Certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 8.1(b), other than with respect to any such Indebtedness outstanding with the Lender, in any manner single case greater than $100,000; (j) Certificates, reports and other information as the rights Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (k) Certificates, reports, environmental audits and investigations, and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; (l) Certificates, reports and other information as the Lender may reasonably request from any Consolidated Company in order to satisfy the Lender as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies; (m) A summary, set forth in format and detail reasonably acceptable to the Lender, as the Lender may reasonably request, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies; (n) The duly executed favorable opinion of in-house legal counsel to the Credit Parties, substantially in the form reasonably acceptable to Lender addressed to the Lender; (o) Financial Statements of the Borrower, audited on a consolidated basis for the fiscal years ended on December 31, 2008, 2009 and 2010; (p) Financial Statements of the Borrower, internally prepared and unaudited, on a consolidated basis for the three (3) month period ending September 30, 2011; and (q) Evidence of repayment in full of the Uncommitted Line Facility and repayment of not less than $50,000,000 in principal of the SunTrust Loan. In addition to the foregoing, the following conditions shall have been satisfied or shall exist, all to the reasonable satisfaction of the Lender, as of the time the initial Loans are made hereunder: (r) The Loan to be made on the Closing Date and the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority; (s) All corporate proceedings and all other legal matters in connection with the authorization, legality, validity and enforceability of the Credit Documents shall be reasonably satisfactory in form and substance to the Lender; and (t) The status of all pending and threatened litigation (including products liability and patent claims) which might result in a Materially Adverse Effect, including a description of any damages sought and the claims constituting the basis therefor, shall have been reported in writing to the Lender, and the Lender shall be satisfied with such status. (u) There shall then exist no Default or Event of Default; (v) All representations and warranties by Borrower contained herein shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loans (except to the extent that such representations and warranties expressly relate to an earlier date or are affected by transactions permitted under this Agreement); (w) Since the date of the most recent financial statements of the Borrower described in Section 6.3 hereof, it is understood there shall have been no change which has had or could reasonably be expected to have a Materially Adverse Effect; (x) There shall be no action or proceeding instituted or pending before any court or other governmental authority or, to the knowledge of Borrower, threatened (i) which reasonably could be expected to have a Materially Adverse Effect, or (ii) seeking to prohibit or restrict one or more Credit Party’s ownership or operation of any portion of its business or assets, or to compel one or more Credit Parties to dispose of or hold separate all or any portion of its businesses or assets, where said action if successful would have a Materially Adverse Effect; (y) The Loans to be made and agreed that the use of proceeds thereof shall not contravene, violate or conflict with, or involve the Lender in a violation of, any law, rule, injunction, or regulation, or determination of any court of law or other governmental authority applicable to Borrower; and (z) The Lender shall have no obligation to make any advance under this Agreement unless and until received such other documents or legal opinions as the following conditions have been, and continue to be, satisfiedLender may reasonably request, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfiedas applicable (the “Advance Conditions”): Loan Agreement – Rosehill Reserve Xxxxxx County, all in form and substance reasonably satisfactory to Lender and its counsel:Texas 16 (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment and would not cause the a violation of Section 10(aa) with respect to the LTV Ratio; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (h) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender 3.1 Fidelity shall have no obligation not be obligated to make any advance under this Agreement unless and Advance hereunder (including the first) until it shall have received the following conditions have beendocuments, and continue to be, satisfied, all duly executed in form and substance reasonably satisfactory to Lender Fidelity and its counsel: (a) Lender shall have receivedcontinuing unconditional and absolute guarantees by American Consolidated Laboratories, on or prior Inc., Carolina Contact Lens, Inc., S-O Nebraska, Inc. and Wolcon Laboratories, Inc. of all Obligations, and a security agreement (the "Security Agreement") executed by S-O Nebraska, Inc. pursuant to which S-O Nebraska, Inc. pledges substantially all of its assets to Fidelity to secure the Closing Date unless otherwise indicated, payment of the following documents:Obligations. (b) a certificate executed by the President and the Secretary of the Company certifying (i) the Notesnames and signatures of the officers of the Company authorized to execute Transaction Documents, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of duly adopted by the Board of Directors of Borrower (a) the Company authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers other Transaction Documents, and (iii) correctness and completeness of the Borrower; (iv) certificates copy of the secretary bylaws of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by LenderCompany attached thereto; (c) a certificate executed by the representations President and the Chief Financial Officer of the Company certifying the satisfaction of the conditions set forth in Section 3.2; (d) certificates regarding the due formation, valid existence and good standing of the Company in the state of its organization issued by the appropriate governmental authorities in such jurisdiction; (e) releases executed by Bausch & Lomb and Polymer Technology releasing all liens and security interests of Bausch & Lomb and Polymer Technology in the Collateral; (f) a landlord's lien waiver subordinating the security interest of High Associates, Ltd. in the Collateral to the security interest therein of Fidelity granted herein; (g) an intercreditor agreement with Tullis-Dickerson Capital Focxx X.X., pursuant to which Tullis-Dickerson Captial Focxx X.X. subordinates its right to receive payment of the Debt owed by American Consolidated Laboratories, Inc. to it to the payment and performance by American Consolidated Laboratories, Inc. of its obligations to Fidelity under the general continuing guaranty referred to in Section 3.1(a) (the "Guaranty"); (h) an intercreditor agreement with American Consolidated Laboratories, Inc. pursuant to which American Consolidated Laboratories, Inc. subordinates its right to receive payment of the Debt owed by the Company to it to the payment of the Obligations; (i) a favorable opinion of Schifino Fleischer, counsel for the Cxxxxxx, covering such matters as Fidelity may request in its sole discretion; (j) endorsements naming Fidelity as an additional insured or loss payee, as appropriate, on all liability insurance and all property insurance policies of the Company; and (k) a warrant (the "Warrant") executed by American Consolidated Laboratories, Inc. initially for the purchase of 150,000 shares of the common stock of American Consolidated Laboratories, Inc. 3.2 Furthermore, Fidelity shall not be obligated to make any Advance hereunder (including the first), unless: (i) all representatives and warranties contained herein shall be made by the Company in the Transaction Documents are true on and as of the Closing Datedate of such Advance as if such representations and warranties had been made as of the date of such Advance, (ii) the Company has performed and compiled with all agreements and conditions required in the Transaction Documents to be performed or complied with by it on or prior to the date of such Advance, (iii) no Event of Default or any event or circumstance that, with the passage of time, the giving of notice or both, would become an Event of Default shall have occurred, (iv) such Advance shall not be prohibited by any law or any regulation or any order of any court or governmental agency or authority, (v) the Company shall have not repudiated or made any anticipatory breach of any of its obligations under any Transaction Document, and there shall exist on the Closing Date no Default or Event of Default; (dvi) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender Fidelity shall have received approved such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken Advance in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requestsole discretion.

Conditions Precedent to Advances. Notwithstanding any In addition to the other provision of this Agreement or the Other Agreements and without affecting conditions precedent to Advances described in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any each Loan advance requested under this Agreement unless and until shall be subject to prior satisfaction of the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counselconditions: (a) Lender 5.1 The Borrowers, or any one of them, shall have receivedreceived and shall maintain all governmental licenses, on or prior approvals and permits as are necessary to enable a Borrower to lawfully lease and operate the Closing Florida Emerald Facilities from and after the Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and shall have satisfied any and all conditions to the Other Agreements by officers effectiveness thereof; provided, however, that as of the Borrower;date of this Agreement such licenses, approvals and permits may be provisional licenses, approvals or rights to occupy in which case the Borrowers shall use diligent efforts to satisfy all conditions for such licenses, approvals or rights to become permanent in a timely manner. (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the 5.2 The representations and warranties contained herein and in the other Transaction Documents shall be true true, correct and accurate in all material respects on and as of the Closing Advance Date of such requested Advance, except for those relating to specific dates or time periods and as changed as permitted by this Agreement. 5.3 The Borrowers shall have performed in all material respects all agreements and satisfied all conditions that this Agreement and each of the other Transaction Documents provides shall be performed by a Borrower on or before such Advance Date. 5.4 No order, judgment or decree of any court, arbitrator or governmental authority shall purport to enjoin or restrain the Lender from making such advance. 5.5 There shall not be pending or, to the best of Borrowers' knowledge threatened: (a) any action, suit, proceeding, governmental investigation or arbitration against or affecting a Borrower or an Affiliate, or any property of a Borrower or an Affiliate, that, in the opinion of the Lender, could reasonably be expected to have a Material Adverse Effect upon a Borrower or an Affiliate; and (b) there shall have occurred no development in any action, suit, proceeding, governmental investigation or arbitration previously disclosed to the Lender pursuant to this Agreement, that, in the opinion of the Lender, could reasonably be expected to have a Material Adverse Effect upon a Borrower or an Affiliate. No injunction or other restraining order shall have been issued and no hearing to cause an injunction or other restraining order shall be pending or noticed with respect to any action, suit or proceeding seeking to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, this Agreement or the making of the Loan hereunder. 5.6 Since the date of the most recent financial statements submitted to the Lender pursuant to the Transaction Documents, nothing shall have occurred or become known that the Lender shall have determined has a Material Adverse Effect upon a Borrower or an Affiliate. 5.7 No Event of Default shall exist on and be continuing. 5.8 No event has occurred or condition exists that with the Closing Date no Default giving of notice or the passage of time, or both, would constitute an Event of Default;. (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and 5.9 The Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate a Notice of Requested Borrowing at the time and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto form required by Section 4.1 above. The furnishing by the Borrower of a Notice of Requested Borrowing shall be deemed to constitute a representation and warranty of the Borrower to the effect that all the conditions set forth in substance this Agreement for the requested advance are satisfied as of the date of delivery and form reasonably satisfactory will be satisfied on the applicable Advance Date. 5.10 The Transaction Documents (other than the Senior Care Master Lease and the Subleases if promptly replaced by the Replacement Master Lease pursuant to Lender the terms of the Non-disturbance Agreement) shall remain in full force and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requesteffect.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no Lender's obligation to make any the first advance under this Agreement unless and until hereunder shall be subject to, in addition to the following conditions have beenspecified below, and continue delivery to beLender of the following, satisfied, all in form and substance reasonably satisfactory to Lender and its counselLender: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery counterpart of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredAgreement; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lenderthe Notes; (c) the representations Security Agreement of even date herewith between Borrower and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of DefaultLender; (d) the advances on Guaranties; (e) the terms Security Agreements of even date herewith between each Guarantor and conditions herein provided Lender; (including the use by f) a Certificate of Corporate Resolutions of Borrower and each Guarantor; (g) a copy of the proceeds charter documents of Borrower and each Guarantor certified by the appropriate official of such Person's state of organization; (h) an Arbitration and Notice of Final Agreement among Borrower, Guarantors and Lender; (i) a certificate (or certificates) of the advances) shall not violate due incorporation, valid existence and good standing of Borrower and each Guarantor in their respective states of incorporation, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower's and each Guarantor's good standing and due qualification to do business, issued by appropriate officials in any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X state in which the character of the Board of Governors properties owned or held by such Person or the nature of the Federal Reserve Systembusiness transacted by it makes such qualification necessary; (j) the Assumption Agreement among FCC, Borrower and shall not subject Lender Lender, pursuant to tax which Borrower assumes all obligations of FCC under the Existing Loan Agreement; and (k) such other than income and franchise taxes) and Lender shall have received such certificates or other evidence documents as Lender may reasonably request request. Lender's obligation to establish compliance with make any advance (including the first) under this condition; and Loan Agreement and the other Loan Documents shall be subject to the conditions precedent that, as of the date of such advance and after giving effect thereto (ea) all corporate representations and warranties made to Lender in this Loan Agreement and the other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto Loan Documents shall be true and correct, as of and as if made on such date, (b) no material adverse change in substance and form reasonably satisfactory the consolidated financial condition of Borrower or the financial condition of any Guarantors since the effective date of the most recent financial statements furnished to Lender by Borrower shall have occurred and its counselbe continuing, and Lender (c) no event has occurred and its counsel shall have received all is continuing, or would result from the requested advance, which with notice or lapse of time, or both, would constitute an Event of Default (as such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requestterm is defined hereinbelow).

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no Lender’s obligation to make any the first advance under this Agreement unless and until hereunder shall be subject to, in addition to the following conditions have beenspecified below, and continue delivery to beLender of the following, satisfied, all in form and substance reasonably satisfactory to Lender and its counselLender: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery counterpart of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredAgreement; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender;the Note; SECOND AMENDED AND RESTATED LOAN AGREEMENT Rev. June ‘97 (c) the representations Second Amended and warranties contained herein shall be true on Restated Security Agreement of even date herewith between Borrower and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of DefaultLender; (d) the advances on Guarantee; (e) the terms Second Amended and conditions herein provided Restated Security Agreement of even date herewith between the Guarantor and Lender; (including f) a Certificate of Corporate Resolutions of Borrower and the use by Borrower Guarantor; (g) a copy of the proceeds charter documents of Borrower and the Guarantor certified by the appropriate official of such Person’s state of organization; (h) an Arbitration and Notice of Final Agreement among Borrower, the Guarantor and Lender; (i) a certificate (or certificates) of the advances) shall not violate due incorporation, valid existence and good standing of Borrower and the Guarantor in their respective states of incorporation, issued by the appropriate authorities of such jurisdiction, and certificates of Borrower’s and the Guarantor’s good standing and due qualification to do business, issued by appropriate officials in any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X state in which the character of the Board of Governors properties owned or held by such Person or the nature of the Federal Reserve Systembusiness transacted by it makes such qualification necessary; and (j) and shall not subject Lender to tax (such other than income and franchise taxes) and Lender shall have received such certificates or other evidence documents as Lender may reasonably request request. Lender’s obligation to establish compliance with make any advance (including the first) under this condition; and Loan Agreement and the other Loan Documents shall be subject to the conditions precedent that, as of the date of such advance and after giving effect thereto (ea) all corporate representations and warranties made to Lender in this Loan Agreement and the other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto Loan Documents shall be true and correct, as of and as if made on such date, (b) no material adverse change in substance and form reasonably satisfactory the consolidated financial condition of Borrower or the financial condition of the Guarantor since the effective date of the most recent financial statements furnished to Lender by Borrower shall have occurred and its counselbe continuing, and Lender (c) no event has occurred and its counsel shall have received all is continuing, or would result from the requested advance, which with notice or lapse of time, or both, would constitute an Event of Default (as such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requestterm is defined hereinbelow).

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) an authorized officer of Borrower shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by Lender;Lender in its sole discretion; Loan Agreement Pxxxxxxx Creek, Dxxxxx County, Texas 13 (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counsel, title objection letter and have complied with all conditions therein; (h) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (g) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) an authorized officer of Borrower shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by Lender;Lender in its sole discretion; Loan Agreement Xxxxxxxx Creek, Xxxxxx County, Texas 13 (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counsel, title objection letter and have complied with all conditions therein; (h) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (g) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding any Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this AgreementLoan Documents, it is understood and agreed that Lender shall have no Lender’s obligation to make any advance under this Agreement unless and until fund each Advance shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as of the funding date for the applicable Advance (the “Advance Conditions”): (a) Lender no event constituting a CTMGT Event of Default under a CTMGT Loan shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower Lender (or the Title Company, acting at Lender’s direction) shall have received the original Deed of Trust covering the Projects being funded by the Loan, duly executed by Borrower for the benefit of Lender and delivered such additional documents and instruments as Lender shall have been requested received the original Note for the Loan, duly executed by LenderBorrower; (c) Lender shall have received all Required Documents relating to the Loan and all Closing Deliveries required to be delivered to Lender as further described in Section 6.1; (d) Lender shall have received an Advance Request properly completed and duly executed by a Principal Officer, accompanied by all required attachments, and all matters certified in the Advance Request shall be true and correct in all respects; (e) the representations and warranties contained herein made in this Agreement and the other Loan Documents by Borrower and the Borrower-Related Parties and in all certificates and other documents delivered pursuant thereto, shall be true and correct in all material respects on and as of the Closing Date, date of funding; (f) all of the covenants and there shall exist agreements contained in this Agreement and the other Loan Documents to be complied with and performed as of the date hereof by Borrower and the Borrower-Related Parties have been duly complied with and performed on and as of the Closing Date date of funding; (g) no Default or event constituting an Event of Default, shall have occurred and be continuing, as determined by Lender pursuant to Section 11.1; (dh) the advances on the terms and conditions herein provided (including the use by Borrower as of the proceeds date of the advances) shall not violate any applicable law funding, all statements contained in all Loan Documents and all other certificates, statements and data furnished to Lender by or governmental regulation (including, without limitation, Regulations G, T, U and X on behalf of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates Borrower or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto shall information required to be in substance and form reasonably satisfactory delivered to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.by

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; Loan Agreement – Xxxxxx Xxxxx 0X, Xxxxxx Xxxxxx, Texas 16 (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, and when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; (j) Borrower shall have received complied with each other reasonable request of Lender made in connection with the Advance; and (k) for any Advance following the Initial Commitment Advance, Borrower shall have satisfied all such counterpart originals or certified or other copies conditions of such documents as Lender or its counsel may reasonably requestthe Post-Closing Agreement. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or Section 3.1 The following events shall be conditions precedent to the Other Agreements and without affecting in any manner the rights of Lender first advance under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender The Borrower shall have receiveddeliver, on or prior without expense to the Closing Date unless otherwise indicatedLender, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of Collateral Documents, Organizational Documents and Construction Documents, each to be duly executed to the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreementextent required by Lender. The Collateral Documents required by Lender to be filed shall have been filed, without expense to Lender, and (b) authorizing execution all filing fees, charges, expenses and delivery of this Agreement and the Other Agreements taxes shall have been paid by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered;. (b) Borrower There shall have executed and delivered such additional documents and instruments as have been requested by Lender;no material adverse change in either the financial condition of Borrower, the Guarantors, or the Mortgaged Premises prior to any advance. (c) The title to the representations and warranties contained herein Mortgaged Premises shall be true on and as of approved in all respects by Lender. In the Closing Date, and there shall exist event any lien for work or services performed in or on the Closing Date no Default Mortgaged Premises or Event materials delivered thereto has been filed, Borrower shall notify Lender of Default;such fact and immediately satisfy any such lien before any more disbursements will be made to Borrower. (d) the advances on the terms All documents, instruments, agreements and conditions herein provided (including the use contracts have been signed by Borrower and Guarantors as required by Lender, and all conditions precedent have been satisfied in Lender’s sole and absolute discretion. (e) No event of default shall exist under any of the proceeds Collateral Documents or under any other loan owed by Borrower to Lender. (f) Lender shall determine, in its sole discretion, that no environmental contamination exists on or under the Mortgaged Premises. (g) Lender has received and approved in writing a final budget of the advancesTotal Project Costs, Plans and Specification, and Construction Timeline. (h) shall not violate any applicable law or Borrower has received all governmental regulation (approval and permits to commence construction and has delivered evidence of such approvals to Lender, including, without limitation, Regulations G, T, U and X recording of the Board of Governors final plat and subdivision of the Federal Reserve SystemProperty. (i) The Title Company has agreed to issue an ALTA loan policy of title insurance in the amount of at least $2,035,000 insuring Lender’s second mortgage lien on the Property (junior only to Lender’s prior lien), including, without limitation, all endorsements required by Lender, and priority over all claims by third parties and mechanic’s lien claimants. (j) Borrower has delivered a list of all third party contractors, subcontractors, suppliers and vendors who will provide work, labor and materials to the Project. Section 3.2 The following events shall be conditions precedent to each subsequent advance under this Agreement: (a) There shall be no default under the terms of this Agreement or any of the Collateral Documents. (b) As of the date immediately prior to any advance, the total amount of the unadvanced proceeds (not subject including holdbacks, if any) of the Loan shall be sufficient, in Lender's opinion, to complete the Improvements. To the extent the total amount of the unadvanced proceeds of the Loan shall be insufficient, in Lender's opinion, to complete the Improvements, Borrower shall immediately deposit with Lender an amount equal to tax such additional Owner's Equity Funds which shall be disbursed by Title Company or Lender prior to the disbursement of any further advance or advances under this Agreement. In this regard, it shall be the obligation of Borrower to inform Lender of any increase or decrease in Total Project Costs from those costs shown on the Sworn Construction and project cost statement. (other than income c) Title to the Mortgaged Premises and franchise taxesImprovements shall be approved in all respects by Lender, and the Title Company shall agree to increase the coverage under Lender's title policy in a manner satisfactory to Lender. (d) and Up to a ten percent (10%) retention of funds may be required by Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; andin its sole discretion. (e) all corporate There shall have been no material adverse change in the Plans and other proceedings taken Specifications, without Lender's prior written consent. (f) There shall have been no material adverse changes in the financial condition of the Borrower, the Guarantors, or the Mortgaged Premises. (g) The project architect and the Lender's Inspector shall certify in writing to be taken in connection Lender as to the percentage of completion, the quality of workmanship, and compliance with the transactions contemplated hereby project's plans and specifications. (h) There are no mechanic’s liens filed nor notices of intent to file liens delivered to Borrower or Lender. Section 3.3 The following events shall be conditions precedent to the final advance under this Agreement: (a) The Improvements, in the opinion of the Inspector and lender, have been completed in accordance with the Plans and Specifications as approved by Lender. (b) A certificate of occupancy or completion for the Improvements from the governmental agency having jurisdiction and such other evidence of completion as may be reasonably required by Lender shall have been delivered to Lender. (c) All suppliers, subcontractors, materialmen, contractors and others hired for construction services have been paid in full and the Title Company commits to insure Lender against mechanic's liens in an amount satisfactory to Lender, as evidenced by final lien waivers and releases from all third party contractors, subcontractors and vendors. Lender reserves the right to withhold such sums as may be reasonably necessary to assure that the Project is completed before Lender makes the final payment. (d) Borrower has delivered to Lender an as-built survey disclosing the location of all improvements, easements, appurtenances, and all documents incident thereto streets, rights of way, utilities, encumbrances, and encroachments, and all in accordance with the "Minimum Standard Requirements for ALTA/ASCM Land Title Surveys" on the Mortgaged Premises in a form sufficient for the Title Company to provide complete survey coverage to Lender as satisfactory to Lender. (e) All streets, easements, utilities and related services necessary for the construction of the Improvements and the use and operation thereof for their intended purpose are or will be available to the boundaries of the Mortgaged Premises, including potable water, storm and sanitary sewer, gas, electric and telephone facilities and garbage removal. (f) There shall be no default under the terms of this Agreement or any of the Collateral Documents. (g) There shall have been no material adverse changes in substance the financial condition of the Borrower, the Guarantors, or the Mortgaged Premises. (h) The project architect and form reasonably satisfactory Inspector shall certify in writing to Lender and its counselas to the percentage of completion, the quality of workmanship, and Lender compliance with the project's plans and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requestspecifications.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. , adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicatedDate, the following documents: (i) the NotesRevolving Credit Note, duly executed and delivered; (ii) the Term Note, duly executed and delivered; (iii) certified copies of the Articles of Incorporation, Bylaws and evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conductedbusiness; (iiiiv) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans Revolving Credit Facility and the Hedge Agreement, Term Loan and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (ivv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, holds and the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (vvi) an opinion of Xxxxx & Xxxxxxxxx LLP, counsel for the Borrower’s counsel, dated the Closing Date, with respect to the transactions contemplated in form and substance satisfactory to Lender; (vii) copies of all filing receipts and acknowledgments issued by any governmental authority to evidence any recordation or filing necessary to perfect the Lien of Lender on the Collateral and evidence in a form acceptable to Lender that such Lien constitutes a valid and perfected Prior Security Interest; (viii) the Other Agreements, duly executed and delivered; and (viix) the Other Agreements, duly executed and delivered;a Borrowing Base Certificate in form satisfactory to Lender. (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by LenderLender in order to create, continue or perfect a Prior Security Interest and First Lien in favor of Lender on the Collateral (except liens described on Schedule I hereto) for the purpose of securing payment of the Indebtedness, and any and all recording and other taxes in connection therewith shall have been paid by Borrower; (c) the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Event of Default and no event which, with notice, lapse of time or the happening of any further condition, event or act, or any combination of the foregoing, would constitute an Event of Default; (d) insurance complying with Section 9.5 hereof shall be in full force and effect and, on or before the Closing Date, Borrower shall have delivered to Lender one or more certificates of insurance broker(s) satisfactory to Lender, setting forth the insurance obtained in accordance with such Section and stating that such insurance is in full force and effect, all premiums then due thereon have been paid and the insurance policies relating thereto comply with Section 9.5 hereof; (e) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (ef) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, and when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (h) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. Loan Agreement – Fxxxxx Xxxxx 0X, 0X, 0X XX-0 , Xxxxxx County, Texas 16 No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or In addition to, but not in duplication of, the Other Agreements and without affecting in any manner the rights of Lender under this Agreementconditions to Construction Advances set forth above, it is understood and agreed that Lender Lenders shall have no obligation to make any advance under this Agreement unless and fund an Advance until the requesting Borrower provides the Agent with or satisfies all of the following conditions have been, requirements and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counselthe Agent approves such requirements: (a) Lender shall have received, on Such Borrower identifies to Lenders the Hotel being acquired or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed financed by such Borrower by Franchise and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredaddress; (b) Such Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lenderprovides the Agent with the Project Costs of the Hotel being acquired or financed; (c) Such Borrower provides the representations and warranties contained herein shall be true on and as Agent with an MAI Appraisal Report of the Closing Date, Hotel being acquired or financed meeting FIRREA guidelines and there shall exist on otherwise in form acceptable to the Closing Date no Default or Event Agent which establishes the fair market value of Defaultsuch Hotel; (d) Such Borrower will deliver to the advances Agent, as Collateral Agent, a lender’s title policy in form and substance satisfactory to the Agent and issued by a title company acceptable to the Agent. Such title policy shall insure in the amount of the applicable Advance that the Mortgage is a valid and subsisting first priority lien on the terms Hotel and conditions herein provided Property securing the Loan, subject only to exceptions acceptable to the Agent, and containing such endorsements required by the Agent; (including e) a duly certified ALTA/ACSM urban class survey showing the use by Borrower boundaries of the proceeds Hotel the securing the Loan and all improvements thereon, with flood zone and wetlands certification, and showing the location of all encroachments, easements and other matters affecting such Hotel and Property required to be shown in an XXXX xxxxx class survey, with such survey in form and substance satisfactory to the Agent; (f) A Phase I environmental site assessment of the advancesHotel securing the Loan meeting then current ASTM Standards and otherwise in form and scope satisfactory to the Agent and such other or further reports or studies of such Hotel as may be reasonably required by the Agent, performed by an environmental consultant or engineer acceptable to the Agent, which establishes the environmental condition of such Hotel and Property as satisfactory to the Agent; (g) shall not violate any Evidence satisfactory to the Agent that all installments of general real estate taxes, special assessments and other levies against the Hotel securing the Loan have been paid in full; (h) Along with the applicable law or governmental regulation Note evidencing such Advance, such Borrower will execute in favor of and deliver to the Collateral Agent a Mortgage and assignment of rents and leases encumbering the Hotel and Collateral and constituting a valid and perfected first lien on the Hotel and Collateral and a certificate of insurance naming the Collateral Agent as loss payee on the casualty insurance policy covering such Hotel and Collateral under a standard mortgagee clause; (includingi) A Security Agreement duly executed by an authorized officer(s) of such Borrower, without limitation, Regulations G, T, U and X together with (i) originals of the Board of Governors financing statements for filing under the Uniform Commercial Code in all jurisdictions necessary or, in the opinion of the Agent, desirable to perfect the security interests of the Collateral Agent in the Personal Property Collateral described in Article II above on the specific Hotel created by the Security Agreement; and (ii) originals of termination statements relating to any prior financing statements of record, for filing under the Uniform Commercial Code in all jurisdictions where such prior financing statements are filed of record; (j) a certificate of good standing from the Secretary of State in which the applicable Hotel is located evidencing the applicable Borrower’s authority to conduct business in such state; (k) a Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this conditionEmergency Management Agency Standard Agency Flood Hazard Determination Certificate covering the Hotel securing the Loan; and (el) all corporate Such other matters and other proceedings taken or to be taken requirements as the Agent may reasonably require in connection with the transactions contemplated hereby its due diligence and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all underwriting of a particular Hotel securing such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requestLoan.

Conditions Precedent to Advances. Notwithstanding any other provision The obligation of this Agreement Lenders to make Advances hereunder on the Closing Date is subject to satisfaction, or waiver by each Lender hereunder, of the Other Agreements following conditions precedent: (a) Administrative Agent and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that each Lender shall have no obligation to make any advance under this Agreement unless and until received each of the following conditions have beendocuments, and continue to beduly executed, satisfiedin each case, all in form and substance reasonably satisfactory to Lender Administrative Agent and its counsel: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documentseach of Lenders: (i) the Notes, duly executed and deliveredcounterparts of the Margin Loan Documentation, dated as of the Closing Date; (ii) evidence (A) a certificate of Borrower, dated as of the qualification Closing Date, and good standing executed by its Authorized Representative, which shall (1) certify the resolutions authorizing the execution, delivery and performance of Borrower in each state in the Margin Loan Documentation to which it is required a party and the Transactions to be qualified to do business except where consummated by it on such date and (2) contain appropriate attachments, including its failure to qualify or its lack of amended and restated Organization Documents, and (B) a long form good standing would not have a material. adverse affect on certificate for Borrower or from its ability to conduct its business as currently conductedjurisdiction of organization; (iii) certified copies a solvency certificate of Borrower from an Authorized Representative thereof, dated as of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the BorrowerClosing Date; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an a favorable opinion of Borrower’s counsel, addressed to Administrative Agent and Lenders, in form and substance reasonably satisfactory to Administrative Agent and each Lender, dated as of the Closing Date; (v) the results of a recent Lien and judgment search in the jurisdiction of organization of Borrower, and such search shall reveal no Liens on any of the assets of, or judgments against, Borrower except for Permitted Liens; (vi) proper financing statements (Form UCC-1 or the equivalent) for filing under the UCC or other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by the Security and Control Agreements; (vii) FRB Form U-1 completed to satisfaction of Lenders and duly executed and deliveredby Borrower; and (viviii) the Other Agreements, duly executed and delivered;any information or documentation reasonably requested by any Lender pursuant to Section 9.15. (b) On or prior to the Closing Date, the Collateral Accounts for the Lenders shall have been established by Borrower; Borrower shall have executed and delivered such additional documents and instruments as all account opening documentation required by Custodian; security entitlements in respect of the Initial Pledged Units constituting Acceptable Collateral shall have been requested by Lender;credited to the Collateral Accounts on a Pro Rata Basis free from all Transfer Restrictions (other than Existing Transfer Restrictions) and the Collateral Requirement shall have been satisfied in all material respects. (c) All reasonable and documented out-of-pocket fees or expenses required to be paid under the Margin Loan Documentation on or before the Closing Date, including the Structuring Fee and counsel fees, which such counsel fees shall not exceed the Maximum Counsel Fee Amount, invoiced at least two Business Days prior to such date shall have been paid on or before such date or netted against the Advances hereunder. (d) Each of the representations and warranties contained herein in the Margin Loan Documentation shall be true and correct in all material respects (unless any such representation or warranty is qualified as to materiality, in which case it shall be true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and there warranties expressly relate to an earlier date, in which case they shall exist on the Closing Date no Default be true and correct in all material respects as of such date (unless any such representation or Event warranty is qualified as to materiality, in which case it shall be true and correct in all respects as of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; anddate). (e) Borrower shall have delivered to Administrative Agent a certificate from a Responsible Officer of Borrower in the form set forth in Exhibit A hereto, dated as of the Closing Date, which shall contain representations that the conditions set forth in Subsections (b), (d), (f) and (g) of this Section 4.01 have been satisfied. (f) Immediately after giving effect to each of the Advances, (i) the LTV Ratio shall not exceed the LTV Initial Level and (ii) all corporate types and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto amounts of Collateral shall be in substance and form reasonably satisfactory to Lender and its counselheld on a Pro Rata Basis. (g) No Mandatory Prepayment Event shall have occurred that has not been cured or waived, and Lender and its counsel no Default, Event of Default or Adjustment Determination Period shall have received all such counterpart originals occurred and be continuing, in each case on the Closing Date, and none of the foregoing shall result from the Advances or certified or other copies the application of such documents the proceeds therefrom and any related Collateral deliveries. Each borrowing of an Advance shall be deemed to constitute a representation and warranty by Borrower on the date thereof as Lender or its counsel may reasonably requestto the matters specified in Subsections (b), (d), (f) and (g) above.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; and (h) the amount of the requested Advance, and when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (j) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No Advance will constitute a waiver of any condition precedent to any obligation of Lender to make any further Advances.

Conditions Precedent to Advances. Notwithstanding any other provision 4.1 The obligations of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance the Advance under this Agreement unless and until on the Closing Date is subject to the satisfaction or waiver in writing of the following conditions have beendocuments and other evidence, and continue to be, satisfied, all each in form and substance reasonably satisfactory to the Lender and its counselon or before the Closing Date: (a) the Loan Documents, signed by all parties to them. (b) each document (including Uniform Commercial Code financing statements) required by the Security Documents to be filed, registered, or recorded in order to create in favor of Lender on the Collateral described therein for which perfection is required by the terms thereof. (c) evidence that all fees and expense of the Lender under this Agreement and of the Existing Lenders under the Existing Loan Documents have been (or simultaneously with the first Advance, will be) paid in full. (d) No Default or Event of Default shall have received, on occurred and be continuing. (e) Each of the representations and warranties made by any Obligor in or prior pursuant to the Closing Date unless otherwise indicatedLoan Documents shall be true and correct in all material respects (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects as of the following documents:date of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date). (f) Results of recent lien searches in each of the jurisdictions where any of the Loan Parties is formed or organized, and such searches shall reveal no Liens on any of the assets of the Loan Parties except for Permitted Liens. (g) A certificate of each Obligor, executed by an authorized officer of such Obligor, with appropriate insertions and attachments, including (i) the constituent documents of such Obligor, (ii) the relevant board resolutions or written consents of such Obligor adopted by such Obligor for the purposes of authorizing such Obligor to enter into and perform the Loan Documents to which such Obligor is party, (iii) the names, titles, incumbency and signature specimens of those representatives of such Obligor who have been authorized by such resolutions and/or written consents to execute Loan Documents on behalf of such Obligor, and (iv) a good standing certificate) for each Obligor certified as of a recent date by the appropriate Governmental Authority of its respective jurisdiction of organization. (h) All necessary consents and approvals to authorize the Loan Documents shall have been obtained by the applicable Loan Parties. (i) An Advance Request, signed by the Notes, duly executed and delivered;Borrower. (iij) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have A certificate signed by a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary authorized officer of the Borrower certifying that the conditions specified in clauses (d), (e) and (h) of this Section 4.1 have been satisfied. (k) Evidence that DSM has consented to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws;transactions contemplated by this Agreement. (vl) an A legal opinion of Borrower’s counselXxxxxxx & West LLP, duly executed and delivered; andlegal advisers to the Obligors. (vim) A Cashflow Report for the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of 13 week period within three Business Days from the Closing Date. (n) Evidence that (i) all Specified Defaults (as defined in those certain Forbearance Agreements dated on or about May 9, 2023 between, among others, DSM and the Obligors, the Existing Lender and the Obligors and Perrara Ventures LLC and the Obligors (together the “Forbearance Agreements”) have been waived, and there shall exist on (ii) all breaches and defaults (however described) under the Closing Date no Default or Event of Default;Forbearance Agreements have been waived. (do) the advances on the terms and conditions herein provided (including the use The DSM Side Letter, signed by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender all parties to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; andit. (ep) An amendment agreement to the DSM Loan Agreement, signed by all corporate and other proceedings taken or parties to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably requestit.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) an authorized officer of Borrower shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; Loan Agreement Prosper 236, and Collin County, Texas 13 (h) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (g) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; Loan Agreement – Fxxxxx Xxxxx 0X, Xxxxxx Xxxxxx, Texas 16 (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, and when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; (j) Borrower shall have received complied with each other reasonable request of Lender made in connection with the Advance; and (k) for any Advance following the Initial Commitment Advance, Borrower shall have satisfied all such counterpart originals or certified or other copies conditions of such documents as Lender or its counsel may reasonably requestthe Post-Closing Agreement. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as applicable (the “Advance Conditions”): (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, and when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (h) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other Loan Documents, Lender’s obligation to fund any other provision of this Agreement Advance or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until Interest Reserve Accrual shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to beas of the funding date for the Advance or the date of the Interest Reserve Accrual, satisfiedas applicable (the “Advance Conditions”): Loan Agreement – Rosehill ReserveHarris County, all in form and substance reasonably satisfactory to Lender and its counsel:Texas 16 (a) Lender no event constituting an Event of Default shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed occurred and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and deliveredcontinuing; (b) Borrower the Principal Officer shall have executed and delivered such additional documents to Lender an Advance Request dated the funding date, all matters certified in the Advance Request shall be true and instruments correct in all respects, and Lender shall have approved the Advance Request, as have been requested determined by LenderLender in its sole discretion; (c) the representations all statements contained in all Loan Documents and warranties contained herein shall be true all other certificates, statements and data furnished to Lender by or on and as behalf of the Closing Date, and there shall exist on the Closing Date no Default Borrower or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby by this Agreement or any of the other Loan Documents (including all of the documents and all documents incident thereto information required to be delivered to Lender by Section 7) shall be true and complete in substance all material respects, and form reasonably there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect (and Borrower agrees to inform Lender, prior to Lender making any such Advance, of any such facts or events actually known to Borrower); (d) all of the Loan Documents shall be valid and subsisting, enforceable and in full force and effect and in the priority Lien position stated therein; (e) all Loan Expenses owing shall have been paid in full; (f) the Title Company shall have delivered to Lender the Title Company’s unconditional commitment to issue the Title Policy for the Deed of Trust pursuant to a commitment that is satisfactory to Lender in all respects in the full Note amount, with all endorsements thereto required by Lender, at Borrower’s expense; (g) the Title Company shall have executed Lender’s Closing instruction and its counseltitle objection letter and have complied with all conditions therein; (h) the amount of the requested Advance, when added to the outstanding principal amount of all Loan then outstanding, would not exceed the Commitment and would not cause the a violation of Section 10(aa) with respect to the LTV Ratio; (i) the amount of the Advance has been approved by Lender and its counsel the proceeds from such Advance shall be used for Approved Purposes; and (h) Borrower shall have received all such counterpart originals or certified or complied with each other copies reasonable request of such documents as Lender or its counsel may reasonably requestmade in connection with the Advance. No waiver given in connection with any Advance will constitute a waiver of any condition precedent with respect to future Advances.

Conditions Precedent to Advances. Notwithstanding any Borrower agrees that, notwithstanding anything to the contrary contained herein or in the other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this AgreementLoan Documents, it is understood and agreed that Lender shall have no Lender’s obligation to make any advance under this Agreement unless and until fund each Advance shall be conditioned upon the satisfaction by Borrower of each of the following conditions have beenconditions, on and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel:as of the funding date for the applicable Advance (the “Advance Conditions”): (a) no event constituting a CTMGT Event of Default under a CTMGT Loan shall have occurred and be continuing; (b) Lender (or the Title Company, acting at Lender’s direction) shall have received the original Deed of Trust covering the Projects being funded by the Loan, duly executed by Borrower for the benefit of Lender and Lender shall have receivedreceived the original Note for the Loan, on or prior duly executed by Borrower; (c) Lender shall have received all Required Documents relating to the Loan and all Closing Date unless otherwise indicatedDeliveries required to be delivered to Lender as further described in Section 6.1; (d) Lender shall have received an Advance Request properly completed and duly executed by a Principal Officer, accompanied by all required attachments, and all matters certified in the following documents:Advance Request shall be true and correct in all respects; (e) the representations and warranties made in this Agreement and the other Loan Documents by Borrower and the Borrower-Related Parties and in all certificates and other documents delivered pursuant thereto, shall be true and correct in all material respects on and as of the date of funding; (f) all of the covenants and agreements contained in this Agreement and the other Loan Documents to be complied with and performed as of the date hereof by Borrower and the Borrower-Related Parties have been duly complied with and performed on and as of the date of funding; (g) no event constituting an Event of Default, shall have occurred and be continuing, as determined by Lender pursuant to Section 11.1; (h) on and as of the date of funding, all statements contained in all Loan Documents and all other certificates, statements and data furnished to Lender by or on behalf of Borrower or in connection with the transactions contemplated by this Agreement or any of the other Loan Documents (including all of the documents and information required to be delivered to Lender by Section 6.1 and Section 7.1) shall be true and complete in all material respects, and there are no facts or events actually known to Borrower that, if disclosed to Lender, would make such statements, certificates or date untrue in any material respect; (i) the Notesamount of the requested Advance, duly when added to the outstanding principal amount of all Loans then outstanding, would not exceed the Maximum Commitment; (j) as of the date of any such Advance, all of the Loan Documents shall have been executed and delivered, and shall be valid, enforceable and in full force and effect; (iik) evidence as of the qualification date of any such Advance, all Loan Expenses and good standing other fees, charges and expenses owed under any of Borrower the Loan Documents as of the date of the requested Advance shall have been paid in each state in which it is required full (or Lender shall have agreed to be qualified to do business except where its failure to qualify or its lack fund such Loan Expenses, fees, charges and expenses out of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conductedthe proceeds of such Advance); (l) as of the date of any such Advance, Lender’s security interests in all Collateral shall be duly perfected and in the Lien position stated therein; (m) the title agent shall have delivered to Lender the Title Company’s Title Binder to the Lender pursuant to a Title Commitment, in form and content satisfactory to Lender, wherein the Title Company agrees to provide a Title Policy covering the Lots being funded by such Advance to Lender, obtained at Borrower’ expense; (n) Borrower and the Borrower-Related Parties shall have complied with each other reasonable request of Lender made in connection with the then-requested Advance that Lender determines is reasonably related to such Advance; (o) the Project has not been destroyed or materially damaged by fire or other casualty; (p) the Project is not the subject of a condemnation proceeding or litigation; (q) the building pad site for the Home is not located in flood zone A or V unless Lender gives its advance written consent thereto, which may be withheld for any reason in Lender’s sole and absolute discretion; (r) if requested by Lender, Borrower will also do the following: (i) deliver copies of recorded Affidavits of Commencement to Lender and the Title Company; (ii) deliver updated Title Binder to Lender showing title to the Lot or Home to be vested in Borrower and no stated facts objectionable to Lender, including without limitation, mechanic’s liens filings for unpaid bills for labor or materials; (iii) certified furnish Lender and Title Company with a list of the names and addresses of all contractors, subcontractors, laborers, and suppliers who have furnished labor or materials for any Home; (iv) furnish Lender and Title Company with copies of the resolutions contracts, bills of sale, receipted vouchers, and agreements under which Borrower claims title to the materials, articles, fixtures, and other personal property used or to be used in the construction or operation of any Home; and/or (v) furnish Lender and Title Company with lien waivers or lien subordination agreements from all contractors, subcontractors, laborers, or suppliers, who have furnished labor, services or material for any Home certifying that they have been fully paid for all labor, services and material furnished by them through the date of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrowerimmediately prior Advance Request; (s) Lender and Title Company have received a report from Lender’s Inspector indicating (i) whether the Approved Budget is sufficient to complete the Project in substantial accordance with the Plans and Specifications and if not, specifying the amount in excess of the Approved Budget which is necessary to complete the Project in substantial accordance with the Plans and Specifications, which amount Borrower shall, at Lender’s request, place in escrow with Title Company to be released to Borrower upon Lender’s unilateral request therefor; provided, that upon Borrower’s request to Lender for release of such funds, if no Event of Default has occurred and is continuing, Lender will request the Title Company to release the funds to Borrower upon completion of the Project; and further provided, that Borrower agrees that the released funds will be used solely for the purpose of paying Project costs unless all Project costs have been paid in full, (ii) the progress of the work on such Home, (iii) the conformity of the work with the Plans and Specifications, (iv) certificates the sufficiency of the secretary of Loan proceeds to fund the Borrower certifying work remaining to the Lender the names of its officersbe completed on such Home, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s counselwhether the work can be completed in a timely manner, duly executed and delivered; and (vi) the Other AgreementsPlans and Specifications are in compliance in all material respects with all applicable legal Requirements for the full completion of the Project, duly executed and delivered(vii) any other matters that Lender reasonably requests to be reviewed by Lender’s Inspector; (bt) Borrower Lender shall have executed received sales and delivered such additional documents and instruments as have been marketing reports reasonably requested by Lender; (cu) the representations Lender and warranties contained herein Title Company shall be true on and as have received a Foundation Survey upon completion of the Closing Datefoundation of each Home to be reviewed and approved prior to subsequent Advances for work performed after completion of the foundation, and there shall exist on a Completion Survey upon the Closing Date no Default or Event completion of Defaultthe Home to be reviewed and approved prior to the final Advance in connection with such Home; (dv) the advances use of proceeds of such Advance will comply in all respects with Section 7.4; (w) if the Advance is a first Loan Advance after the related Loan Closing and a Projected Cash Shortfall exists, Borrower shall pay the Projected Cash Shortfall at the time of the Loan Advance or provide Lender evidence that the Projected Cash Shortfall has been paid prior to the Loan Advance; and (x) Borrower shall have obtained all necessary permits to construct the Home on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation Lot (including, without limitation, Regulations Gthe building permit, T, U and X of the Board of Governors of the Federal Reserve Systemif any) and shall not subject Lender have paid all taxes and fees to tax applicable Governmental Authorities (other than income including, without limitation, all permitting and franchise taxesimpact fees, if any) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or any homeowner association that are due prior to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies date of such documents as Lender or its counsel may reasonably requestthe Advance.

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make any advance under this Agreement unless and until the following conditions have been, and continue to be, satisfied, all in form and substance reasonably satisfactory to Lender and its counsel: (a) Lender shall have received, on or prior to the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and delivered; (ii) evidence of the qualification and good standing of Borrower in each state in which it is required to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. , adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing execution and delivery of this Agreement and the Other Agreements by officers of the Borrower; (iv) certificates of the secretary of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles of incorporation and bylaws; (v) an opinion of Borrower’s 's counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (c) the representations and warranties contained herein shall be true on and as of the Closing Date, and there shall exist on the Closing Date no Default or Event of Default; (d) the advances on the terms and conditions herein provided (including the use by Borrower of the proceeds of the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender shall have received such certificates or other evidence as Lender may reasonably request to establish compliance with this condition; and (e) all corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incident thereto shall be in substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.)

Conditions Precedent to Advances. Notwithstanding any other provision of this Agreement or the Other Agreements and without affecting in any manner the rights The obligation of Lender under this Agreement, it is understood and agreed that Lender shall have no obligation to make the Initial Loan and any advance under this Agreement unless Additional Loans is subject to the fulfillment, to the satisfaction of Lender and until its counsel, of each of the following conditions on or before the Closing Date (in addition to any conditions set forth in section 2.1 of this Agreement): (a) The Bankruptcy Court Order shall have beenbeen entered on or before October 5, 1997 on an interim basis; and continue to bethe Closing Date shall occur on or before October 5, satisfied, all 1997; (b) Findings in support of the Bankruptcy Court Order in form and substance acceptable to Lender shall have been entered including, without limitation, (i) a finding pursuant to Bankruptcy Code Section 364(e) that Lender has acted in good faith and (ii) a finding that notice of Borrower's motion for approval of the financing (the "Motion") was adequate; (c) The filing of the Motion reasonably acceptable in form and substance to Lender shall have been on or prior to September 22, 1997; (d) Notice of the Motion shall have been reasonably satisfactory to Lender and its counsel:Lender; (ae) Lender shall have received, on or prior to received searches reflecting the Closing Date unless otherwise indicated, the following documents: (i) the Notes, duly executed and deliveredfiling of its financing statements; (iif) evidence Lender shall have received each of the qualification Loan Documents and good standing each such document shall be in full force and effect. (g) Lender shall have received a certificate from the Secretary of Borrower in each state in which it is required attesting to be qualified to do business except where its failure to qualify or its lack of good standing would not have a material. adverse affect on Borrower or its ability to conduct its business as currently conducted; (iii) certified copies of the resolutions of the Borrower's Board of Directors of Borrower (a) authorizing the Loans and the Hedge Agreement, and (b) authorizing its execution and delivery of this Agreement and the Other Agreements by other Loan Documents to which Borrower is a party and authorizing specific officers of Borrower to execute same; (h) Lender shall have received copies of Borrower's By-laws and Articles or Certificate of Incorporation, as amended, modified, or supplemented to the Closing Date, certified by the Secretary of Borrower; (ivi) certificates Lender shall have received a certificate of corporate status with respect to Borrower, dated within forty five (45) days of the secretary Closing Date, by the Secretary of State of the Borrower certifying to the Lender the names of its officers, the offices that each holds, the authenticity of their signatures, and the completeness and accuracy of its articles state of incorporation and bylawsof Borrower, which certificate shall indicate that Borrower is in good standing in such state; (v) an opinion of Borrower’s counsel, duly executed and delivered; and (vi) the Other Agreements, duly executed and delivered; (b) Borrower shall have executed and delivered such additional documents and instruments as have been requested by Lender; (cj) the representations and warranties contained herein in this Agreement and the other Loan Documents shall be true and correct in all respects on and as of the Closing Datedate of such advance, as though made on and there shall exist on as of such date (except to the Closing Date no Default or Event of Defaultextent that such representations and warranties relate solely to an earlier date); (dk) no Event of Default or event which the advances giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the terms and conditions herein provided (including date of such advance, nor shall either result from the use by Borrower making of the proceeds advance; (l) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the advances) shall not violate any applicable law or governmental regulation (including, without limitation, Regulations G, T, U and X making of the Board of Governors of the Federal Reserve System) and shall not subject Lender to tax (other than income and franchise taxes) and Lender such advance shall have received such certificates been issued and remain in force by any governmental authority against Borrower, Lender, or other evidence as Lender may reasonably request to establish compliance with this conditionany of their Affiliates; and (em) all corporate other documents and other proceedings taken or to be taken legal matters in connection with the transactions contemplated hereby by this Agreement shall have been delivered or executed or recorded and all documents incident thereto shall be in form and substance and form reasonably satisfactory to Lender and its counsel, and Lender and its counsel shall have received all such counterpart originals or certified or other copies of such documents as Lender or its counsel may reasonably request.