Common use of Conditions to Advances Clause in Contracts

Conditions to Advances. The obligation of Lender to make each Advance hereunder, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender each Holder to make each an Advance hereunder, shall be on the occasion of any Draw pursuant to Article 2 is subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The Loan Documents Notwithstanding any provision to the contrary in the Indenture, at the time of and immediately after giving effect to such Draw or issuance, each of the Portfolio Criteria shall be and remain outstanding and enforceable in accordance with their terms, all as required hereundersatisfied. (b) Lender Except as provided in Section 4.03, at the time of and immediately after giving effect to such Draw, no Default or Event of Default shall have received a title report dated within two (2) days of the requested Advance occurred and be continuing or would result from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Propertysuch Draw. (c) The In the case of any Draw, the Class A-2 Agent shall have received a Draw Request given in accordance with Section 2.03. (d) In the case of any Draw, the proceeds of such Draw shall be used solely to (i) fund Exposure Amounts relating to Revolving Loans and Delayed Draw Term Loans or (ii) acquire Additional Loans during the Ramp-Up Period and the Reinvestment Period. None of the proceeds of such Draw shall be used by the Issuer, directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying any Margin Stock. No Advance will be secured, directly or indirectly, by Margin Stock and the Indenture Collateral will not include any Margin Stock. (e) All representations and warranties made by Borrower, as contained the Issuer in this Agreement and in all other Loan Documents shall be Section 3.25 of the Indenture are true and correct in all material respects, as of if repeated on the date of each Advance; such Draw or issuance with respect to the facts and if requested by Lender, Borrower shall give to Lender a certificate to that effect. circumstances then existing (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent that any such compliance may be limited by the passage of time representation or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject warranty refers to condemnation proceedings or negotiations for sale in lieu thereofa prior specific date). (f) Borrower shall have complied with all requirements Each of this Agreement, the Inspecting Person Indenture and all Governmental Authoritiesthe Class A-2 Notes is in full force and effect. (g) There All other conditions precedent to such Draw or issuance set forth in this Agreement and the Indenture have been satisfied (or waived pursuant to the terms hereof or thereof). Except for a Draw made as contemplated under Section 4.03, each Draw shall exist no formal claim or dispute between Contractor be deemed to constitute a representation and any contractor, subcontractor or materialmen warranty by the Issuer on the date thereof as to monies owed the applicable matters specified in connection with any labor or materials furnished in connection with the construction paragraphs (a), (b), (d), (e), (f) and (g) of the Improvementsthis Section. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender Lenders shall not be obligated to make each any Advance hereunder, shall be subject subsequent to the prior Initial Advance, (A) if as of the date thereof (the “Funding Date”) (i) any representation and warranty by any Loan Party contained herein or simultaneous occurrence in any other Loan Document is untrue or satisfaction incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date (except to the extent that such representation or warranty expressly relates to an earlier date) and Agent or Requisite Lenders have determined not to make such Advance as a result thereof or (ii) any Default or Event of Default has occurred and is continuing or would result after giving effect to any Advance and Agent or Requisite Lenders have determined not to make such Advance; and (B) unless each of the following conditionsconditions are satisfied: (ai) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (b) Lender Agent shall have received a title report dated within two complete executed Advance Request and Borrower Advance Certification in accordance with the requirements of Section 2.1(b), together with all required attachments and deliveries relating thereto, each of which shall be in form and substance acceptable to Agent and Construction Consultant; (2ii) days evidence satisfactory to the Agent and the Construction Consultant, in their reasonable discretion, that the proceeds of such funding will be paid to (i) Qualified Third Parties for work which has been completed (or requires advance payment or deposit) and which conforms to the Plans and Specifications and Project Budget, (ii) Agent and Lenders for interest and Fees owing in connection with this Agreement or (iii) bonding companies for necessary Construction Surety Bonds, guarantees, and similar construction related agreements permitted under Section 6.4(e); (iii) subject to Section 2.1(b)(viii), delivery of interim lien waivers in the form attached hereto as Exhibits 3.2, as applicable for the period ending one month prior to the Advance Period Date; (iv) evidence satisfactory to the Agent and the Construction Consultant that as of the requested Advance Period Date, construction of the Project is on plan, schedule and budget, consistent with the Plans and Specifications, Project Budget and Construction Schedule in all material respects; (v) certification to the Agent that the Borrower does not have cash or cash equivalents in an aggregate amount in excess of $200,000; (vi) to the extent on or prior to the Advance Period Date that Borrower has entered into any new (or amended any existing) Project Documents, Architect Agreements, Developer Consultant Agreements, General Contractor Agreements, Engineer Agreements or Major Trade Contracts with respect to the Project, Agent shall have received copies of such documents, agreements and/or amendments, in each case in form and substance reasonably acceptable to Agent and Construction Consultant if and only if Agent has approval rights with respect thereto under the terms of this Agreement, and any new Architect, General Contractor, Engineer or Major Trade Contractor shall have delivered to Agent a duly executed and completed Architect Consent, General Contractor Consent, Engineer Consent and/or Major Trade Contractor Consent, as applicable. Borrower shall have also updated the list of Trade Contracts on or prior to the Advance Period Date; (vii) Agent shall have received from Borrower an updated certified list of all Construction Contracts for the Project that have been entered into on or prior to the Advance Period Date; (viii) Agent shall have received an updated Project Budget for the Project as of the Advance Period Date, in form and substance reasonably approved by Agent, which indicates the Project Costs anticipated to complete the construction of the Project, after giving effect to Project Costs incurred through the Advance Period Date; (ix) Agent shall have received all documents, reports, certificates, affidavits and other information, in form and substance satisfactory to Agent or Construction Consultant, as each reasonably may require to evidence compliance by Borrower with all of the provisions of this Agreement; (x) Agent shall have received a reconciliation by Borrower of the progress and cost of the construction of the Project as of the Advance Period Date with the Construction Schedule and the Project Budget together with a projection of such progress and cost through to completion of the construction of the Project; (xi) Agent shall have received from the Title Company showing a date down endorsement to be included in the Title Insurance Policy insuring that there are no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s mechanic liens has been filed against the Mortgaged Property. (c) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct Project as of the date of each Advance; such Advance (and an increase to the coverage of the Title Insurance Policy by an amount equal to the Advance then being made if requested the Title Insurance Policy does not by Lender, Borrower shall give to Lender a certificate to that effect.its terms provide for such an increase); (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fxii) Borrower shall have complied with paid, or caused to be paid, all requirements of the Inspecting Person fees and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach expenses required by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent due and payable; and (xiii) Agent shall have received evidence reasonably satisfactory to Agent that no Shortfall shall exist with respect to the Project as of the Advance Period Date. The request and acceptance by Borrower of the proceeds of any grace Advance or cure period is applicable to such the conversion or continuation of any portion of the Term Loan into, or as, a default or breach, the Lender LIBOR Loan shall be under no obligation deemed to make an Advance unless constitute, as of the date thereof, (i) a representation and until said default or breach is cured warranty by Borrower that the conditions in this Section 3.2 have been satisfied and (ii) a reaffirmation by Borrower of the granting and continuance of Agent’s Liens, on behalf of itself and Lenders, pursuant to the reasonable satisfaction of the LenderCollateral Documents.

Conditions to Advances. The Lender shall have no obligation of Lender to make any Advance pursuant to this Agreement until each Advance hereunder, shall be subject condition set forth in this Section 3.1(b) is performed or otherwise satisfied to the prior or simultaneous occurrence or satisfaction of each of the following conditionsLender: (a) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bi) Lender shall have received issued to Borrower a title report dated within two formal commitment to make the Advance; (2ii) days Since September 19, 1996, no change shall have occurred in the condition or operation, financial or otherwise, of Borrower, any Affiliate or any Project that, in Lender's sole discretion, is likely to have a Material Adverse Effect; (iii) Borrower shall deliver to Lender the documents listed below, duly executed, in form and substance satisfactory to Lender: (A) a certificate of an Authorized Officer of Borrower, duly executed as of the requested Advance from the Title Company showing no state date of facts such Advance, representing and warranting that (other than the Permitted Exceptions1) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The all representations and warranties made by Borrower, as contained in this Agreement Borrower and in each Affiliate under all other Loan Documents are true as though made on and as of such date, unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date, (2) all obligations of Borrower and each Affiliate under the Loan Documents required to be performed on or before such date have been properly performed or expressly waived in writing, and (3) no Default or Event of Default exists or will result from the making of the Advance; (B) the new or renegotiated contract which gives rise to the Advance; (C) a new closing Pro Forma on the operating cash flow of the Projects for a period extending out twenty (20) years from the date of each Advancethe Advance or one hundred thirty-three percent (133%) of the term of such Advance as determined by the new closing Pro Forma (which shall incorporate the results of a report from the Independent Engineer and the terms and conditions imposed by the Project Documents) demonstrating that the annual operating cash flow which is available to service the Loans supports the amount of the Advance such that the ratio of Net Operating Cash to debt service on the Loans is at least 1.4 to 1; and if requested by Lenderand (D) such other assurances, instruments or undertakings as Lender may reasonably request; and (iv) Borrower shall give to Lender a certificate to that effect. pay the Closing Costs (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvementsnot previously paid). (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation obligations of Lender to make each the initial Advance hereunder, shall be and any subsequent Advance under the Revolving Facility is subject to the prior satisfaction (or simultaneous occurrence or satisfaction waiver), in the sole judgment of each Lender, of the following conditionsfollowing: (a) The Loan Documents Borrower shall be deliver to Lender a Borrowing Certificate in the form of Exhibit A executed by an authorized officer of Borrowers, (b) Borrowers shall have established Lockbox Accounts and remain outstanding and enforceable Lender shall have received Lockbox Agreements, all in accordance with their terms, all Section 2.5 and the Governmental Lockbox Account shall have been assigned to Lender as required hereunder.security; (bc) each of the representations and warranties made by Borrowers in or pursuant to this Agreement shall be accurate in all material respects on and as of the date the Advance is requested as if made on and as of such date (unless such representation or warranty relates to a prior date), before and after giving effect to such Advance; and no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to the Advance under the Revolving Facility on such date; (i) No default shall exist pursuant to any of Borrowers’ obligations under any Material Contract and Borrowers shall be in compliance with all applicable laws in all material respects, in each case except to the extent such failure would not reasonably be expected to have a Material Adverse Effect, and (ii) Borrowers have no accounts payable or taxes payable that have been outstanding for more than 90 days, except as set forth on Schedule 4.1, or to the extent that such accounts payable or taxes payable exist, Borrowers shall provide to Lender written evidence (satisfactory to Lender in its Permitted Discretion) from such account creditors and/or taxing authorities of payment plans with respect thereto; (e) Immediately after giving effect to the requested Advance, the aggregate outstanding principal amount of Advances under the Revolving Facility shall not exceed either the Availability and the Facility Cap; (f) No event has occurred which has had or could reasonably be expected to have a Material Adverse Effect; and (g) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (such other than the Permitted Exceptions) objectionable documents, certificates, information or legal opinions as Lender may reasonably request, all in form and substance reasonably satisfactory to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender Agent to make each any Advance hereunderunder the Master Line, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions:. It is expressly provided that Agent may, in its sole and absolute discretion waive, delay or postpone the satisfaction of any of the following conditions either as to any specific Advance or as to all Advances; provided, however, that Agent's agreement to waive, delay or postpone the satisfaction of any condition shall not prejudice Agent's right to thereafter reinstate such condition or conditions as to any subsequent Advance. Agent may impose additional requirements as conditions to its consent to waive, delay or postpone satisfaction of any of the following conditions as Agent may, in its sole discretion, deem appropriate or prudent at the time. (a) 7.3.1 The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) 7.3.2 The representations and warranties made by Borrower, as contained Borrower in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and and, if requested by LenderAgent, Borrower shall give to Lender Agent a certificate to that effect. (d) 7.3.3 The covenants made by Borrower to Lender, as contained and Guarantor in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvementsapplicable Improvements under the Master Line. 7.3.4 Agent shall not have received or been served with a stop notice, whether or not accompanied by a bond as may be provided for under applicable law, which has not been released, withdrawn or for which Borrower has not furnished any bond that may be provided for under applicable law satisfactory to Agent to indemnify Lenders from all material loss, cost or expense with respect to such lien or stop notice, nor shall Agent have received any notice of any proceedings, whether administrative, judicial or otherwise, against the Borrower or the Property that could reasonably be expected to have a Material Adverse Effect. 7.3.5 If requested by Agent and avaible under applicable law, Borrower shall furnish Agent (eat Borrower's cost and expense) a CLTA Form 122 endorsement (or any available equivalent acceptable to Agent) under the Title Insurance for the Deed of Trust. 7.3.6 If requested by Agent, Agent shall have received satisfactory evidence of bonding with respect to the obligations of each contractor and any subcontractors, and Agent shall have received a performance bond and a labor and material payment bond, both naming Agent and Lenders as co–obligee, in a penal sum equal to the amount of the construction contract and/or subcontract and containing such other provisions as may be required by Agent. All bonds required hereby for the Project shall be issued by a surety company duly licensed and authorized to do business in the State in which the Property is located and otherwise acceptable to Agent. Agent shall have received evidence satisfactory to it that such bonds with respect to the construction contract and/or subcontract have been properly recorded in the Office of the County Recorder of the county. The bonding requirements set forth herein shall in no way affect or alter any of the other liabilities and responsibilities of Borrower, including without limitation the duty to provide a lien–free Project. 7.3.7 Agent shall have received a Draw Request Form for such Advance, completed, executed and sworn to by Borrower. 7.3.8 If required by Agent, each Draw Request Form shall be accompanied by (a) a "Conditional Waiver and Release Upon Progress Payment" or a "Conditional Waiver and Release Upon Final Payment", as appropriate, in the prescribed statutory form and approved by Agent, executed by each architect, subcontractor, supplier and materialman to be paid pursuant to such Draw Request Form and covering all labor, services, equipment and materials to be paid thereunder, and (b) an "Unconditional Waiver and Release Upon Progress Payment" or an "Unconditional Waiver and Release Upon Final Payment", as appropriate, in the prescribed statutory form and approved by Agent, executed by each architect, subcontractor, supplier and materialman intended to be paid from the immediately preceding Draw Request Form, covering all labor, services, equipment and materials performed or supplied by such subcontractor or materialman, as appropriate. If requested by Agent, Borrower shall also submit copies of statements, bills or invoices from any contractors, subcontractors, laborers or materialmen, as Agent may require, to verify the accuracy of the Draw Request Form. If the applicable Budget reflects a line item or category for general and administrative expenses, project management or supervision fees, or other amounts to be funded to Borrower or an Affiliate, and which amounts are not supported by invoices or other instruments reflecting an obligation or payment to a third party, Borrower shall furnish to Agent a separate written request specifically requesting the funding of the requested amount out of the appropriate line item or budget category, and said items will be disbursed monthly or on another periodic basis as reflected in the Budget. Unless specifically approved by Agent in writing, no advance of general and administrative expenses, project management or supervision fees or similar amounts, whether established as a monthly allowance or reimbursement of expenses on an item by item basis, will be allowed or made with respect to periods preceding the date of execution of the Loan Documents and the recording of the Deed of Trust. 7.3.9 There shall exist no Default or Event of Default. 7.3.10 The Improvements for the Project shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any material part of the Mortgaged Property Project be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) 7.3.11 All work typically done at the stage of construction when the Advance is requested for the Project 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. 7.3.12 All personal property not yet incorporated into the Improvements for the Project, but which is to be paid for out of such Advance, must then be located upon the Land for said Project, secured in a method acceptable to Agent, and Agent shall have received evidence thereof. 7.3.13 Borrower shall have complied with all requirements of the Inspecting Person and all Governmental AuthoritiesAuthorities for the Project, and Agent shall have received (in form and content satisfactory to Agent) an inspection report prepared by the Inspecting Person with respect to the requested Advance. (g) There 7.3.14 Prior to any initial Advance for any Lot included in the Eligible Property, each such Lot shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvementshave been pre-sold under an Approved Sales Contract. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The Loan Documents shall be and remain outstanding and enforceable in all material respects in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ ' or materialmen’s 's liens has been filed against the Mortgaged Property. (c) A monthly construction status report for the Phase I Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing on or before May 10, 2001 and continuing for each month thereafter. (d) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (de) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Phase I Improvements. (ef) Lender shall have received (i) a fully executed copy of each Construction Contract or copy thereof (to be dated after the date of recordation of the Deed of Trust); and (ii) 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 Phase I Improvements. (g) Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person's approval noted thereon, stating that the requested amount does not exceed ninety percent (90%) of the then unpaid cost of construction of the Phase I Improvements since the last certificate furnished hereunder; that said construction was performed in accordance with the Plans and Specifications in all material respects; and that, in the opinion of Borrower, Contractor and the Design Professional, construction of the Phase I Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. (h) Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month's draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (i) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (j) The Phase I Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fk) 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. (l) All personal property not yet incorporated into the Phase I Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. (m) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gn) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Phase I Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of the Improvementssuch purchaser before making any additional Advance. (ho) There Borrower shall exist no default or breach by any obligated party have fully completed (other than the Lender) under the Loan Documents, provided however, to the extent that applicable), signed, notarized and delivered to Lender the Draw Request Form. (p) If any grace or cure period is portion of the Phase I Improvements are being built for a specific lessee, the approval by such lessee of the construction thereof with respect to the applicable portion of the Phase I Improvements subject to such a default or breach, the Lender lease shall be under no obligation obtained and furnished to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender, upon request therefor by Lender. (q) Borrower shall have funded all Borrower equity requirements indicated on the Budget.

Conditions to Advances. The obligation obligations of Lender to make each Advance hereunder, advance shall be subject to the prior or simultaneous occurrence or satisfaction of each fulfillment of the following conditions:conditions precedent: Loan Agreement - CTMGT Williamsburg, LLC - Loan Acquisitions Page1 (a) The Loan Documents Borrower shall be have executed and remain outstanding delivered to Lender an Advance Request appropriate draw request and enforceable certification in accordance with their terms, all as required hereunder. form and content acceptable to Lender (an “Advance Request”); (b) Lender each Guarantor shall have received executed and delivered to Lender a title report dated within two guaranty agreement in form and content acceptable to Lender (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited toeach, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. “Guaranty Agreement”); (c) The Borrower and each Guarantor shall have executed and delivered to Lender a certificate in form and content acceptable to Lender attesting to the accuracy and completeness of its constituent documents, its existence and good standing in the state of Texas, and the authority resolutions of its governing body (each, a “Company Certificate”); (d) Borrower and each Guarantor shall have executed and delivered to Lender a certification of its most recent financial statements (each, a “Financial Statement Certification”); (e) All of Borrower’s and the Guarantors’ representations and warranties made by Borrower, as contained delivered in this Agreement connection herewith are and in all other Loan Documents shall be true and correct in all material respects as though made on and as of the date such borrowing date, and no event has or will have occurred, and is or will be continuing, or would result from such advance, which constitutes or would constitute an Event of each Advance; and if requested by LenderDefault (as defined herein), Borrower shall give to Lender a certificate to that effect. (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured to the completion satisfaction of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. Lender); (f) Borrower shall have complied with all requirements The amount of the Inspecting Person and requested advance plus all Governmental Authorities. prior unpaid advances does not exceed amounts available for draws under this Agreement; (g) There shall exist no formal claim or dispute between Contractor and Lender’s obligations to lend hereunder have not been terminated pursuant to any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. provision hereof; (h) There No Event of Default exists, and no event has occurred and no condition exists which, with the lapse of time or notice or both, could become an Event of Default; (i) No legal proceeding is pending or threatened against Borrower or any Guarantor which might, in the reasonable opinion of Lender, have a material adverse effect upon the business, operations, or financial condition of Borrower or any Guarantor, or the collateral for the Loan; (j) No Default shall exist or have occurred, and no default condition shall exist which with the lapse of time or breach by notice or both would become a Default, under any obligated party note evidencing a Collateral Loan (other than a “Collateral Note”) or any of the Lender) under loan documents or security instruments related to the Collateral Note (collectively, the “Collateral Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.”);

Conditions to Advances. The Lender's obligation of Lender to make each Advance hereunder, shall be is subject to the prior satisfaction or simultaneous occurrence or satisfaction waiver of each of all the following conditions:conditions set forth in this Section 4.2. (a) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The representations and warranties made by Borrower, as contained Borrower in this Agreement Article 3 hereof and in all other Loan Documents the Security Agreement shall be true and correct as of the date on which each Advance is made and after giving effect to the making of each the Advance; and if requested . The submission by Lender, Borrower shall give to Lender of a certificate request for an Advance shall be deemed to be a certification by the Borrower that effectas of the date of borrowing, the representations and warranties made by Borrower in Article 3 hereof are true and correct. (b) No Event of Default or Default has occurred or is continuing. (c) The total aggregate principal amount of outstanding Advances does not exceed the Commitment. (d) The covenants made by date of such Advance shall not occur after: (i) Lender has provided a notice of termination of the GVAX Agreement to Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except accordance with Section 19.3.1 of the GVAX Agreement; (ii) either Lender or Borrower has provided notice of termination with respect to the extent such compliance may be limited by applicable Collaboration Product to the passage of time other party in accordance with Section 19.3.2 or the completion of construction 19.3.3 of the ImprovementsGVAX Agreement; (iii) Lender has notified Borrower that Borrower is in material breach under Section 19.2 of the GVAX Agreement, where such breach exists and remains uncured; or -------------------- * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. 88 (iv) there has been a notice of termination or material breach (which remains uncured) provided pursuant to any other material agreement between Borrower or its Affiliates and Lender or its Affiliates relating to the Development Program or other activities under the GVAX Agreement, with respect to the applicable Collaboration Product. (e) The Improvements GVAX Agreement shall not have been materially injured, damaged or destroyed assigned by fire or other uninsured casualty, nor shall any part Borrower to a third party with annual revenues in excess of [*] pursuant to Section 21.6 of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale GVAX Agreement nor has Borrower become a subsidiary of any such third party with annual revenues in lieu thereofexcess of [*]. (f) Borrower shall have complied with all requirements has not failed to pay any material Indebtedness (excluding Obligations) owed by Borrower on the date due where such failure continued for [*] Business Day after Borrower's receipt of the Inspecting Person and all Governmental Authoritieswritten notice thereof. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bd) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property, and Lender shall receive a down date endorsement to the Title Insurance in connection with such Advance confirming same. (ce) A monthly construction status report for the Phase II Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing upon commencement of construction of the Phase II Improvements and continuing for each month thereafter until completion of the Phase II Improvements. (f) Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. (g) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (dh) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Phase II Improvements. (ei) Lender shall have received (i) a fully executed copy of each Construction Contract then in effect or copy thereof; (ii) 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 Phase II Improvements; and (iii) all permits required under Section 3.1(i)(12) above for Phase II Improvements then under construction. (j) Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person’s approval noted thereon, stating that the requested amount does not exceed the difference of one hundred percent (100%) of the then unpaid cost of construction of the Phase II Improvements since the last certificate furnished hereunder less Retainage required hereunder for such requested amount; that said construction was performed in substantial accordance with the Plans and Specifications; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Phase II Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Phase II Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Phase II Loan. (k) Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, including each Contractor, an invoice, lien waiver (on the statutory form) 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month’s draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (l) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (m) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fn) 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. (o) All personal property not yet incorporated into the Phase II Improvements but which is to be paid for out of such Advance, must then be located upon the Phase II Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards and insurance to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Phase II Improvements; provided, further, (i) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 60 days after receipt of Phase II Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. Lender acknowledges and agrees that (i) Borrower may store countertops for the apartment units at a secured warehouse in accordance with the foregoing, and may store lighting fixtures and HVAC compressors on the Land, provided that such materials are stored in a secure and safe manner acceptable to Lender (ii) notwithstanding anything to the contrary contained in this Section 3.2(o), that such countertops, lighting fixtures and HVAC compressors shall be incorporated into the Phase II Improvements in the ordinary course of construction and are not subject to the 60 day requirement provided in the prior sentence. (p) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gq) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Phase II Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. (r) Borrower shall have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request. (s) the Phase II Loan shall be “in balance” as provided in Section 3.4 (i.e., the unfunded Phase II Loan proceeds and any portion of the Borrower’s equity not yet expended are not sufficient to complete construction of the ImprovementsPhase II Improvements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), and if Lender requires a Borrower’s Deposit in accordance with Section 3.4 below, then (x) Borrower shall have made such Borrower’s Deposit with Lender as provided thereunder and (y) Borrower shall have collaterally assigned such Borrower’s Deposit to Lender to put the Phase II Loan in balance by executing an assignment satisfactory to Lender. (ht) There Borrower shall exist no default or breach by any obligated party (other than have funded all Borrower equity requirements indicated on the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the LenderBudget.

Conditions to Advances. The Lender shall have no obligation of Lender to make each Advance hereunder, shall be subject to any Advances under the prior or simultaneous occurrence or satisfaction Working Capital Line of Credit unless each of the following conditions:conditions shall have been met to Lender's satisfaction. (a) The Lender shall have received duly executed originals of this Agreement, the Note, the Guaranty, the Pledge Documents and the Security Documents (collectively, the "Loan Documents Documents"), and Lender shall be have a valid and remain outstanding and enforceable perfected (1) first priority security interest in the Pledged Shares in accordance with their termsthe terms of the Pledge Documents, all as required hereunder.and (2) second priority security interest in the Collateral in accordance with the terms of the Security Documents; (b) Lender shall have received a title report dated within two (2) days certified copies of resolutions of the requested Advance from Board of Directors of Borrower authorizing or ratifying the Title Company showing no state execution, delivery, and performance of facts (other than this Agreement, the Permitted Exceptions) objectionable to LenderNote, including, but not limited to, a showing that title to and the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property.Security Documents; (c) Borrower shall have received the consent of Idaho Independent Bank (the "Bank") to the execution and delivery of the Loan Documents; (d) Lender shall have received such other documents as Lender has reasonably requested; (e) No Event of Default, or default or event that, with notice or the passage of time or both, would become an Event of Default, shall have occurred and be continuing; (f) The representations and warranties made by Borrower, as of Borrower and the Shareholder contained in this Agreement and in all other the Loan Documents Documents, shall be true and correct as of the date of each Advance; and if the requested by LenderAdvance is to be made, Borrower shall give to Lender a certificate to that effect. (d) The covenants with the same effect as though made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent on such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities.date; (g) There Except for litigation and proceedings disclosed in writing to Lender on or prior to the date of this Agreement, no litigation, arbitration proceeding, or governmental proceeding shall exist no formal claim be pending or dispute between Contractor known to be threatened against Borrower or the Shareholder that, in the opinion of Lender, could materially and any contractor, subcontractor adversely affect the financial condition or materialmen as business of Borrower or materially impair the ability of Borrower or the Shareholder to monies owed in connection with any labor or materials furnished in connection with perform their respective obligations under the construction of the Improvements.Loan Documents; and (h) There No material adverse change shall exist no default or breach by any obligated party (other than have occurred in the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction financial condition of the LenderBorrower.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bd) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property, and Lender shall receive a down date endorsement to the Title Insurance in connection with such Advance confirming same. (ce) A monthly construction status report for the Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing upon commencement of construction of the Improvements and continuing for each month thereafter until completion of the Improvements. (f) Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. (g) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (dh) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (ei) Lender shall have received (i) a fully executed copy of each Construction Contract then in effect or copy thereof; (ii) 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 Improvements; and (iii) all permits required under Section 3.1(i)(12) above for Improvements then under construction. (j) Except in connection with the Prior Land Loan Refinance Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person’s approval noted thereon, stating that the requested amount does not exceed the difference of one hundred percent (100%) of the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder less Retainage required hereunder for such requested amount; that said construction was performed in substantial accordance with the Plans and Specifications; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. (k) Except in connection with the Prior Land Loan Refinance Advance, Borrower shall have furnished to Lender, from each Contractor and each subcontractor and/or materialmen providing labor and or supplies or materials to Contractor or a subcontractor for the Mortgaged Property, an invoice, lien waiver (on the statutory form) 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month’s draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (l) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (m) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fn) 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. (o) All personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards and insurance to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Improvements; provided, further, (i) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 60 days after receipt of Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. (p) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gq) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. (r) Borrower shall have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request. (s) The Loan shall be “in balance” as provided in Section 3.4 (i.e., the unfunded Loan proceeds and any portion of the Borrower’s equity not yet expended are not sufficient to complete construction of the ImprovementsImprovements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), and if Lender requires a Borrower’s Deposit in accordance with Section 3.4 below, then (x) Borrower shall have made such Borrower’s Deposit with Lender as provided thereunder and (y) Borrower shall have collaterally assigned such Borrower’s Deposit to Lender to put the Loan in balance by executing an assignment satisfactory to Lender. (ht) There Borrower shall exist no default or breach by any obligated party (other than have funded all Borrower equity requirements indicated on the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the LenderBudget.

Conditions to Advances. The obligation of Lender Bank to make each any Advance hereunder, to Borrowers now or after the date of the Agreement shall be subject to the prior conditions precedent that on or simultaneous occurrence or satisfaction before the date of each of the following conditionssuch Advance: (a) The Loan Documents Borrowers shall be have executed and remain outstanding and enforceable in accordance with their terms, all as required hereunder.delivered to Bank the Master Promissory Note; (b) Lender Borrowers shall have received a title report dated within two (2) days paid all fees, costs, expenses, and taxes then payable by Borrowers pursuant to Section II of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property.Agreement; (c) The representations and warranties made by Borrower, as contained in this Section IV of the Agreement and in all other Loan Documents each document, instrument, agreement, and certificate delivered to Bank by Borrowers pursuant to the Agreement shall be true and correct on and as of such date as if made on and as of such date, with only such exceptions as are not material (as established to Bank's satisfaction) to the Borrowers, their businesses or properties, or to the Bank's exposure with respect to the Obligations; no Event of Default or event or condition that, with the serving of notice or the lapse of time or both, would constitute an Event of Default shall have occurred and be continuing or would result from the making of such Advance; and Bank shall have received, if requested by Bank, a certificate of a duly authorized officer of the Borrowers, dated as of the date of each such Advance; and if requested by Lender, Borrower confirming the conditions set forth in this subsection (in the absence of Bank's request for such a certificate, Borrowers' borrowing of the Advance shall give itself constitute a representation to Lender a certificate to that effect.Bank confirming the conditions set forth in this subsection); (d) The covenants made by Borrower making of such Advance shall not contravene any law, rule or regulation applicable to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except Bank or to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements.Borrowers; (e) The Improvements Not later than 2:00 p.m., Indianapolis time, on such date, Bank shall not have been materially injuredreceived, damaged in writing, by facsimile or destroyed actual delivery, a request by fire or other uninsured casualty, nor a Borrower to Bank for an Advance in the requested amount and shall any part have received from the Borrowers a Borrowing Base Certificate for the most recently ended fiscal quarter of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof.Borrowers; (f) Borrower Bank shall have complied with all requirements of the Inspecting Person and all Governmental Authoritiesreceived such other approvals, opinions, appraisals, or documents as it may reasonably request. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in all material respects in accordance with their terms, all as required hereunder. (bd) If required by Lender, Lender shall have received a title report dated within two ten (210) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ ' or materialmen’s 's liens has been filed against the Mortgaged Property. (ce) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (df) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvementstime. (eg) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (h) The Improvements (if any) shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fi) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. fully completed (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable applicable), signed, notarized and delivered to such a default or breach, Lender the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the LenderDraw Request Form.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in all material respects in accordance with their terms, all as required hereunder. (bd) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ ' or materialmen’s 's liens has been filed against the Mortgaged Property. (ce) A monthly construction status report for the Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing upon commencement of construction of the Improvements and continuing for each month thereafter until completion of the Improvements. (f) Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. (g) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (dh) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (ei) Lender shall have received (i) a fully executed copy of each Construction Contract then in effect or copy thereof (to be dated after the date of recordation of that certain Deed of Trust, Security Agreement and Assignment of Rents and Leases dated February 3, 2011 and recorded under Document No. 2011018885 of the Official Public Records of Xxxxxx County, Texas); (ii) 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 Improvements; and (iii) all permits required under Section 3.1(i)(11) above for Improvements then under construction. (j) Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person's approval noted thereon, stating that the requested amount does not exceed ninety percent (90%) of the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder (except with regard to the LNTP Work); that said construction was performed in accordance with the Plans and Specifications in all material respects; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. (k) Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, including each 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month's draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (l) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (m) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fn) 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. (o) All personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Improvements; provided, further, (i) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 45 days after receipt of Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. (p) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gq) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. (r) Borrower shall have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request Form. (s) If any portion of the Improvements are being built for a specific lessee, the approval by such lessee of the construction thereof with respect to the applicable portion of the Improvements subject to such Tenant Lease shall, to the extent contemplated by such Tenant Lease, be obtained and furnished to Lender, upon request therefor by Lender. (t) if (1) the Loan is not “in balance” as provided in Section 3.4 (i.e., the unfunded Loan proceeds and any portion of the Borrower's equity not yet expended are not sufficient to complete construction of the Improvements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), (2) Borrower has not made any required Borrower's Deposit with Lender within the time period required under Section 3.4 or (3) if Borrower shall not have collaterally assigned any Borrower's Deposit furnished to put the Loan in balance by executing an assignment satisfactory to Lender. (u) Borrower shall have funded all Borrower equity requirements indicated on the Budget. (v) Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be obligated to fund more than $1,000,000 of Loan proceeds in the aggregate under this Agreement until such time as Borrower has furnished to Lender evidence acceptable to Lender that Borrower has entered into Tenant Leases covering at least sixty percent (60%) of the rentable area of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender shall not be obligated to make any advance under the Revolving Credit Note at a time that any Event of Default exists hereunder or if any condition exists which, with the giving of notice, the passing of time or both would cause an Event of Default. Borrower shall submit a request for each Advance hereunderadvance under the Line of Credit Note in writing, and such request shall be subject include a detailed description of the use of proceeds and Borrower's certification that the conditions to funding are satisfied. Borrower shall further provide Lender such information and documents as Lender or its counsel may reasonably require in the course of usual diligence regarding Borrower's acquisition of Universal Contact Lens, Inc. 6. The Loan Agreement is hereby amended by revising Exhibit A thereto to include a Secured Promissory Note in the form attached to this Amendment as Exhibit A in addition to the prior or simultaneous occurrence or satisfaction of each Secured Promissory Note already attached thereto. 7. All references in the Loan Agreement to the "Loan Documents" shall hereafter include this Amendment and the documents executed and delivered pursuant hereto. 8. Borrower acknowledges and agrees that, pursuant to Section 2 of the following conditions: (a) The Security Agreement executed by Borrower and others and Lender dated as of May 7, 1997, the Security Agreement secures the New Loan Documents shall be in addition to the other debts and remain outstanding and enforceable in accordance with their terms, all as required hereunderobligations secured thereby. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender9. Borrower acknowledges and agrees that, including, but not limited to, a showing that title pursuant to the Land is vested definition of "Obligations" contained in Global Section 1 of that Trademark and that no claim for mechanics’ or materialmen’s liens has been filed against Patent Security Agreement executed by Borrower and Lender dated as of May 7, 1997, the Mortgaged PropertyTrademark and Patent Security Agreement secures the New Loan in addition to the other debts and obligations secured thereby. (c) The 10. Borrower represents and agrees that all representations and warranties made by Borrower, as contained in this the Loan Agreement and in all other Loan Documents shall be are true and correct as of the date hereof, excepting only representations and warranties (i) that are made expressly with respect to a specific date in the past, and (ii) which are no longer true solely due to the occurrence of each Advance; transactions reflected in this Amendment or otherwise contemplated by and if requested by Lenderpermitted under the Loan Agreement. 11. As conditions to the effectiveness of this Amendment, concurrently with the delivery of this Amendment, Borrower shall give deliver or cause to be delivered to Lender the following documents in form and substance acceptable to Lender: a. Secured Promissory Note made by Borrower in the maximum principal amount of $850,000. b. Stock Purchase Warrant for an initial 3% of Borrower's common stock on a fully diluted basis, with a price of $.01 per share. c. Warrant valuation letter. d. Equity Participation Agreement granting to Lender a certificate participation interest with respect to that effectBorrower's collagen products and technologies for ten years after the first commercial sale of the collagen product. (d) The covenants made by Borrower e. First Amendment to Intercreditor Agreement establishing the New Loan as "Sirrom Debt" under that Inter-Creditor Agreement dated as of May 7, 1997 between Lender, Xxxxxx-Xxxxxxxxx Capital Focus, L.P. and certain other parties. f. Reaffirmation of Joint and Several Unconditional Continuing Guaranty executed by the parties to the Joint and Several Guaranty dated as contained of May 7, 1997. g. Certificates of Existence with respect to Borrower and its affiliates, NovaVision, Inc., a North Carolina corporation, Biopolymer Corporation, a Delaware corporation, Xxxxxxxxx Ophthalmic Manufacturing Corporation, a Florida corporation, and Carolina Contact Lens, Inc., a North Carolina corporation. h. Certified Copies of Resolutions of the Directors of Borrower and its affiliates listed in this item "g" above authorizing the execution, delivery and performance hereof and of the related documents. i. SBA forms 1031, 480, 652 and economic impact assessment. j. Closing Statement and wiring instructions for initial advance. k. Authorization Agreement for Pre-Authorized Payments (Debit). l. Opinion letter of counsel to Borrower and in all other its affiliates. 12. Borrower warrants and represents that (i) the Loan Documents shall have been fully complied withare valid, except binding and enforceable against Borrower according to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. their terms, (eii) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) event of default presently exists under the Loan DocumentsDocuments and no condition presently exists which, provided howeverwith the giving of notice, to the extent that any grace passing of time, or cure period is applicable to both, would cause such a default or breachevent of default, and (iii) Borrower's obligations evidenced by the Loan Documents are not subject to any counterclaim, defense or right of setoff. 13. As amended and supplemented hereby, the Lender Loan Documents remain in full effect, and all agreements among the parties with respect to the subject hereof are represented fully in this Amendment and the other written documents among the parties. The validity, construction and enforcement hereof shall be under no obligation to make an Advance unless and until said default or breach is cured determined according to the reasonable satisfaction substantive laws of the LenderState of Tennessee. 14. This Amendment may be executed in counterparts, each of which shall constitute an original hereof.

Conditions to Advances. The Lender's obligation of Lender to make each Advance hereunder, shall be (including the Initial Advance) is subject to the prior or simultaneous occurrence or satisfaction fulfillment of each of the following conditionsconditions immediately prior to or contemporaneously with such Advance: (a) The All of the representations and warranties of Borrower made under this Agreement and each other Loan Documents Document shall be true and remain outstanding correct in all material respects at the time of the disbursement of such Advance as if made as of such date, Borrower shall have performed and enforceable complied in accordance all material respects with their termsall covenants and agreements required by this Agreement and each other Loan Document to be performed or complied with by Borrower, all and Lender shall have received a certificate, dated the date of the Advance, signed by the President of Borrower as required hereunderto the satisfaction of the foregoing conditions. Lender may, in its sole discretion, without waiving this condition, consider it fulfilled, and a representation by Borrower to such effect made, if no written notice to the contrary is received from Borrower prior to the making of such Advance. (b) The corporate actions of Borrower referred to in Section 2.6(b)(i) hereof shall remain in full force and effect, the incumbency of officers shall be as stated in the certificates of incumbency delivered pursuant to Section 2.6(b)(ii) hereof or as subsequently modified and reflected in a certificate of incumbency delivered to Lender, the respective Certificates of Incorporation and ByLaws delivered pursuant to Section 2.6(b)(iii) hereof shall remain unmodified, Borrower shall remain in good standing in each jurisdiction of incorporation and in each other jurisdiction in which the entity is qualified to do business and Lender shall have received a title report certificate, dated within two (2) days the date of the requested Advance from Advance, signed by the Title Company showing no state President of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title Borrower as to the Land satisfaction of the foregoing conditions. Lender may, in its sole discretion, without waiving this condition, consider it fulfilled, and a representation by Lender to such effect made, if no written notice to the contrary is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against received from Borrower prior to the Mortgaged Propertymaking of such Advance. (c) The representations No Event of Default (as hereinafter defined) shall have occurred and warranties made by Borrowerbe continuing and Lender shall have received a certificate, as contained in this Agreement and in all other Loan Documents shall be true and correct as of dated the date of each the Advance; and if requested , signed by Lender, the President of Borrower shall give as to Lender a certificate to that effectthe satisfaction of the foregoing conditions. (d) The covenants made There shall not be any litigation, investigation or proceeding of or before any court, arbitrator or authority pending or threatened against Lender or Borrower seeking, nor any injunction, writ, temporary restraining order or any order or judgment of any nature issued by Borrower to Lenderany court, arbitrator or authority directing, that the transactions provided for herein not be consummated as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvementsherein provided. (e) The Improvements Borrower shall not have been materially injureddelivered to Lender a purchase order, damaged or destroyed by fire or other uninsured casualtyexecuted on behalf of Borrower, nor shall any part with respect to the intended use of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereofAdvance (the "Purchase Order"). (f) Borrower shall not have complied with all requirements suffered a material adverse change in its business, operations or financial condition from that reflected in the Financial Statements of the Inspecting Person and all Governmental AuthoritiesBorrower delivered to Lender or otherwise. (g) There Lender shall exist no formal claim or dispute between Contractor have received such additional supporting documents, certificates and any contractor, subcontractor or materialmen assurances as Lender shall reasonable require which shall be satisfactory to monies owed Lender in connection with any labor or materials furnished in connection with the construction of the Improvementsform and substance. (h) There That the repayment of certain indebtedness to the Borrower, and the rights of the creditors relating to certain indebtedness by Borrower in the aggregate amount of $290,000 as of August 31, 1998, as represented in the Borrower's draft balance sheet of that date furnished by the Borrower to the Lender prior to the date hereof, and more particularly described on Schedule 2.7(h) attached hereto, shall exist no default or breach by any obligated party (other than have been subordinated in all respects to the Lender) rights of the Lender hereunder and under the other Loan Documents, provided however, Documents upon terms and conditions reasonably satisfactory to the extent that any grace or cure period is applicable to such a default or breach, Lender and the Lender shall be under no obligation have received Subordination Agreements from such creditors pursuant to make an Advance unless and until said default or breach is cured Section 2.6(b)(x). (i) Lender shall have received evidence reasonably acceptable to it (as described in Section 2.1(b) hereof) that Borrower and/or its escrow agent has received Other Financing Proceeds in the aggregate amount at least equal to the reasonable satisfaction of aggregate amount to the LenderAdvances made and to be made.

Conditions to Advances. The obligation of Lender to make each Advance hereunderhereunder may, shall in Lender’s sole discretion, be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions:conditions (collectively, the “Advance Conditions”): (a) The satisfaction of each of the conditions set forth in Section 3.1 and 3.2 hereof; (b) no Default or Event of Default then exists; (c) the Loan Documents and the Collaterally Assigned Underlying Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder.hereunder and thereunder; (bd) the Loan shall not then be in the Second Extension Period; (e) Lender shall have received a title report dated within two evidence that (2x) days the Fee Owner Equity remains invested in the Mortgaged Property and (y) Borrower has deposited the corresponding TPG Advance into the Escrow Account, as more particularly described in Section 3.8 hereinbelow; (f) at Lender’s option, Lender shall have received prior to Lender’s disbursement of the requested Advance a title report from the Title Company showing no new state of facts since the Closing Date (other than with respect to the Permitted Exceptionsinitial Advance) or the date of the most recent Advance, as applicable, which are objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property.; (cg) The the representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect.; provided that Borrower shall be permitted to update such representations and warranties in writing to reflect any changes in facts since the date of this Agreement so long as no fact disclosed in such update is the result of any breach of any covenant, agreement or other obligation of Borrower under the Loan Documents and does not constitute any material non-monetary Default, monetary Default or Event of Default by Borrower, or any change that would have a material and adverse effect on the Project Budget or the Project, in each case as determined by Lender in its sole but reasonable judgment; (dh) The the covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied withwith in all material respects, except to the extent such compliance may be limited by the passage of time or time; (i) Lender shall have received from Borrower a properly executed and completed Draw Request on the completion of construction Draw Request Form for such Advance (accompanied by a copy of the Improvements.Fee Owner Draw Request), completed, executed and certified to by Borrower; (ej) The Improvements No Shortfall (as independently determined by Lender in its sole and absolute discretion) shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor exist under the Underlying Mortgage Loan and Borrower shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof.compliance with Section 3.6 hereof; (fk) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to Shortfall amount has been deposited into the Rebalancing Reserve Account, all sums comprising such a default or breach, Shortfall amount shall have been completely disbursed in accordance with the Underlying Mortgage Loan Documents; (l) Lender shall have determined that Section 2.9.2(m) of the Underlying Loan Agreement is satisfied; and (m) Lender shall have received and approved evidence acceptable to Lender in its sole and absolute discretion (except when approval of a condition to an advance under the Underlying Loan Agreement specifically requires the reasonable discretion of Borrower, in which case the approval standard of the evidence of satisfaction of such condition shall be under no obligation in the reasonable discretion of Lender) that Fee Owner has satisfied each and every one of the conditions to make an Advance unless and until said default or breach is cured advance of the Underlying Mortgage Loan, which conditions are set forth in Section 2.9 (and, with respect to the reasonable satisfaction final Total Loan Advance, Section 2.10) of the Underlying Loan Agreement, together with Lender’s receipt and approval of any supporting information submitted by Fee Owner in connection therewith.

Conditions to Advances. The obligation obligations of Lender to make each any Advance hereunder, shall be under the Revolving Facility are subject to the prior or simultaneous occurrence or satisfaction satisfaction, in the sole judgment of each Xxxxxx, of the following conditionsfollowing: (a) The Loan Documents Borrower shall be and remain outstanding and enforceable have delivered to Lender a Borrowing Certificate in accordance with their terms, all as required hereunder.the form of Exhibit A executed by an authorized officer of Borrower; (b) Lender shall have received a title report dated within two (2) days certificates of insurance showing proof of Xxxxxxxx’s liability and property insurance, and endorsements of business interruption policies confirming that the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens Lender has been filed against the Mortgaged Property.named as lender’s loss payable thereunder; (c) The Borrower shall have provided Lender with on-line read-only access to view all information regarding all the Controlled Deposit Accounts; (d) Borrower shall have provided Lender with any information necessary, and taken any action reasonably necessary, to enable Lender to set up and implement the software interface to be used by Lender to access Account Debtor’s SmartData platform and the Netsuite Accounts Receivable Reporting Module (or shall have provided Lender with a customized report in form and detail satisfactory to Lender) in order to validate the Borrowing Base; (e) received all fees, charges and expenses payable to Lender on or prior to the date of the Advance pursuant to the Loan Documents; (f) Each of the representations and warranties made by Borrower, as contained Borrower in or pursuant to this Agreement and shall be accurate in all other Loan Documents shall be true material respects on and correct as of the date the Advance is requested as if made on and as of each such date, before and after giving effect to such Advance; , and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents no Default or Event of Default shall have been fully complied with, except occurred and be continuing or would exist after giving effect to the extent Advance under the Revolving Facility on such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities.date; (g) There shall exist no formal claim or dispute between Contractor and any contractorImmediately after giving effect to the requested Advance, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) aggregate outstanding principal amount under the Revolving Facility shall not exceed the Revolving Loan Documents, provided however, Limit (unless such excess is otherwise consented to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the by Lender).

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bd) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property, and Lender shall receive a down date endorsement to the Title Insurance in connection with such Advance confirming same. (ce) A monthly construction status report for the Phase II Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing upon commencement of construction of the Phase II Improvements and continuing for each month thereafter until completion of the Phase II Improvements. (f) Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. (g) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (dh) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Phase II Improvements. (ei) Lender shall have received (i) a fully executed copy of each Construction Contract then in effect or copy thereof; (ii) 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 Phase II CONSTRUCTION LOAN AGREEMENT – Page 25 Improvements; and (iii) all permits required under Section 3.1(i)(12) above for Phase II Improvements then under construction. (j) Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person’s approval noted thereon, stating that the requested amount does not exceed the difference of one hundred percent (100%) of the then unpaid cost of construction of the Phase II Improvements since the last certificate furnished hereunder less Retainage required hereunder for such requested amount; that said construction was performed in substantial accordance with the Plans and Specifications; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Phase II Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Phase II Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Phase II Loan. (k) Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, including each Contractor, an invoice, lien waiver (on the statutory form) 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month’s draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (l) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (m) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fn) 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. (o) All personal property not yet incorporated into the Phase II Improvements but which is to be paid for out of such Advance, must then be located upon the Phase II Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards and insurance to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Phase II Improvements; provided, further, (i) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 60 days after receipt of Phase II Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. Lender acknowledges and agrees that (i) Borrower may store countertops for the apartment units at a secured warehouse in accordance with the foregoing, and may store lighting fixtures and HVAC compressors on the Land, provided that such materials are stored in a secure and safe manner acceptable to Lender (ii) notwithstanding anything to the contrary contained in this Section 3.2(o), that such countertops, lighting fixtures and HVAC compressors shall be incorporated into the Phase II Improvements in the ordinary course of construction and are not subject to the 60 day requirement provided in the prior sentence. (p) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gq) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Phase II Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. (r) Borrower shall have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request. (s) the Phase II Loan shall be “in balance” as provided in Section 3.4 (i.e., the unfunded Phase II Loan proceeds and any portion of the Borrower’s equity not yet expended are not sufficient to complete construction of the ImprovementsPhase II Improvements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), and if Lender requires a Borrower’s Deposit in accordance with Section 3.4 below, then (x) Borrower shall have made such Borrower’s Deposit with Lender as provided thereunder and (y) Borrower shall have collaterally assigned such Borrower’s Deposit to Lender to put the Phase II Loan in balance by executing an assignment satisfactory to Lender. (ht) There Borrower shall exist no default or breach by any obligated party (other than have funded all Borrower equity requirements indicated on the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the LenderBudget.

Conditions to Advances. The Lender's obligation of Lender to make each Advance hereunder, shall be is subject to the prior satisfaction or simultaneous occurrence or satisfaction waiver of each of all the following conditions:conditions set forth in this Section 4.2. (a) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The representations and warranties made by Borrower, as contained Borrower in this Agreement Article 3 hereof and in all other Loan Documents the Security Agreement shall be true and correct as of the date on which each Advance is made and after giving effect to the making of each the Advance; and if requested . The submission by Lender, Borrower shall give to Lender of a certificate request for an Advance shall be deemed to be a certification by the Borrower that effectas of the date of borrowing, the representations and warranties made by Borrower in Article 3 hereof are true and correct. (b) No Event of Default or Default has occurred or is continuing. (c) The total aggregate principal amount of outstanding Advances does not exceed the Commitment. (d) The covenants made by date of such Advance shall not occur after: (i) Lender has provided a notice of termination of the GVAX Agreement to Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except accordance with Section 19.3.1 of the GVAX Agreement; (ii) either Lender or Borrower has provided notice of termination with respect to the extent such compliance may be limited by applicable Collaboration Product to the passage of time other party in accordance with Section 19.3.2 or the completion of construction 19.3.3 of the ImprovementsGVAX Agreement; (iii) Lender has notified Borrower that Borrower is in material breach under Section 19.2 of the GVAX Agreement, where such breach exists and remains uncured; or (iv) there has been a notice of termination or material breach (which remains uncured) provided pursuant to any other material agreement between Borrower or its Affiliates and Lender or its Affiliates relating to the Development Program or other activities under the GVAX Agreement, with respect to the applicable Collaboration Product. (e) The Improvements GVAX Agreement shall not have been materially injured, damaged or destroyed assigned by fire or other uninsured casualty, nor shall any part Borrower to a third party with annual revenues in excess of [*] pursuant to Section 21.6 of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale GVAX Agreement nor has Borrower become a subsidiary of any such third party with annual revenues in lieu thereofexcess of [*]. (f) Borrower shall have complied with all requirements has not failed to pay any material Indebtedness (excluding Obligations) owed by Borrower on the date due where such failure continued for [*] Business Day after Borrower's receipt of the Inspecting Person and all Governmental Authoritieswritten notice thereof. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation obligations of Lender to make each Advance hereunder, advance shall be subject to the prior or simultaneous occurrence or satisfaction of each fulfillment of the following conditions:conditions precedent: Loan Agreement - CTMGT Williamsburg, LLC - Loan Acquisitions Page1 (a) The Loan Documents Borrower shall be have executed and remain outstanding delivered to Lender an Advance Request appropriate draw request and enforceable certification in accordance with their terms, all as required hereunder.form and content acceptable to Lender (an “Advance Request”); (b) Lender each Guarantor shall have received executed and delivered to Lender a title report dated within two guaranty agreement in form and content acceptable to Lender (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited toeach, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property.“Guaranty Agreement”); (c) The Borrower and each Guarantor shall have executed and delivered to Lender a certificate in form and content acceptable to Lender attesting to the accuracy and completeness of its constituent documents, its existence and good standing in the state of Texas, and the authority resolutions of its governing body (each, a “Company Certificate”); (d) Borrower and each Guarantor shall have executed and delivered to Lender a certification of its most recent financial statements (each, a “Financial Statement Certification”); (e) All of Borrower’s and the Guarantors’ representations and warranties made by Borrower, as contained delivered in this Agreement connection herewith are and in all other Loan Documents shall be true and correct in all material respects as though made on and as of the date such borrowing date, and no event has or will have occurred, and is or will be continuing, or would result from such advance, which constitutes or would constitute an Event of each Advance; and if requested by LenderDefault (as defined herein), Borrower shall give to Lender a certificate to that effect. (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage or which with notice or lapse of time or both will or would constitute an Event of Default (unless waived by or cured to the completion satisfaction of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof.Lender); (f) Borrower shall have complied with all requirements The amount of the Inspecting Person and requested advance plus all Governmental Authorities.prior unpaid advances does not exceed amounts available for draws under this Agreement; (g) There Lender’s obligations to lend hereunder have not been terminated pursuant to any provision hereof; (h) No Event of Default exists, and no event has occurred and no condition exists which, with the lapse of time or notice or both, could become an Event of Default; (i) No legal proceeding is pending or threatened against Borrower or any Guarantor which might, in the reasonable opinion of Lender, have a material adverse effect upon the business, operations, or financial condition of Borrower or any Guarantor, or the collateral for the Loan; (j) No Default shall exist or have occurred, and no formal claim condition shall exist which with the lapse of time or dispute between Contractor and notice or both would become a Default, under any contractornote evidencing a Collateral Loan (a “Collateral Note”) or any of the loan documents or security instruments related to the Collateral Note (collectively, subcontractor or materialmen as to monies owed in connection with the “Collateral Loan Documents”); (k) The consummation of such advance shall not violate any labor or materials furnished applicable provision of any law; (l) Lender has received the following in connection with the construction of the Improvements.Collateral Loans against which an advance is requested, in form and content acceptable to Lender: (hi) There shall exist no default The original of each Collateral Note with originals of all prior allonges and endorsements executed with respect thereto; (ii) Originals or breach copies of all Collateral Loan Documents; (iii) An original, fully executed (if necessary by any obligated party (other than the law or requested by Lender) under and recordable assignment of any UCC financing statement of each lien instrument securing each Collateral Note, naming Lender as the secured party, which assignment may be recorded or filed in the appropriate recording office at Lender’s sole discretion; (iv) An original, fully executed allonge endorsed to Lender (each, an “Allonge”) for each Collateral Note, in the form attached hereto as Exhibit A; (v) An original, fully executed and recordable Collateral Assignment of Loan DocumentsDocuments (a “Collateral Assignment”) for each Collateral Loan in the form attached hereto as Exhibit B, provided howeverwhich Collateral Assignment may be recorded in the Real Property Records of Rockwall County, to Texas at Lender’s sole discretion; and (vi) An original, fully executed Estoppel Certificate and Agreement (an “Estoppel”) from MU Williamsburg regarding each Collateral Loan in the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.form attached hereto as Exhibit C.

Conditions to Advances. The obligation Notwithstanding any other provisions contained in this Agreement, the making of Lender to make each Advance hereunder, any Revolving Loan provided for in this Agreement shall be subject to conditioned upon the prior or simultaneous occurrence or satisfaction of each of the following conditionsfollowing: (a) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bA) Lender shall have received by at least 10:00 A.M. Chicago time on the day the advance is requested to be made hereunder, a title report dated within two telephonic request from an officer of Borrower (2or any Person authorized by Borrower pursuant to a written list provided to Lender) days for an advance to Borrower in a specific amount. Notwithstanding the foregoing, requests for LIBOR Rate Portions shall be made as provided in Section 2.3. In addition, Lender shall also have received such Accounts Reports, Inventory Reports, financial reports and other 25 information as Lender shall have requested. Advances shall only be made on Business Days; (B) No material adverse change, as reasonably determined by Lender, in the financial condition or operations of Borrower shall have occurred since the requested Advance from the Title Company showing no state date hereof; (C) Neither a Default nor an Event of facts Default shall have occurred and be continuing; (other than the Permitted ExceptionsD) objectionable Lender shall have received, in form and substance reasonably satisfactory to Lender, includingall certificates, but not limited toorders, a showing that title authorities, consents, affidavits, schedules, instruments, security agreements, financing statements, mortgages and other documents which are provided for hereunder, or which Lender may at any time reasonably request; and (E) Solely with respect to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The representations and warranties initial Revolving Loans to be made by BorrowerLender on the date hereof, as contained Lender shall have received evidence, in form and substance reasonably satisfactory to Lender, that Borrower has at least $750,000 in Excess Availability. For purposes of this Agreement Section 4.6(E), "Excess Availability" shall mean the amount equal to (x) the lesser of (i) the Maximum Revolving Facility and in all other Loan Documents shall be true and correct (ii) the amount of the Revolving Loans available to Borrower as of the date hereof based on the applicable lending formulas, and subject to the sublimits and reserves set forth in Section 2.1 on the date hereof (including, without limitation, a reserve of each Advance; Four Hundred Fifty Thousand Dollars ($450,000) for inventory replenishment), minus the sum of (i) the amount of then outstanding and if requested by Lenderunpaid Liabilities after giving effect to the making of the initial Revolving Loans hereunder, (ii) the amount of all accounts payable of Borrower shall give to Lender a certificate to that effect. (d) The covenants made and Gaming Supply and taxes owing by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except Gaming Supply not current after giving effect to the extent such compliance may be limited by the passage of time or the completion of construction making of the Improvementsinitial Revolving Loans hereunder and (iii) the payment of all closing and transaction fees and expenses due and payable on the date hereof. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) a. The conditions to the Initial Advance shall have been satisfied. b. No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. c. The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (b) d. Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property, and Lender shall receive a down date endorsement to the Title Insurance in connection with such Advance confirming same. e. A monthly construction status report for the Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (c10th) day of each month, commencing upon commencement of construction of the Improvements and continuing for each month thereafter until completion of the Improvements. f. Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. g. The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (d) h. The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. i. Lender shall have received (ei) a fully executed copy of each Construction Contract then in effect or copy thereof; (ii) 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 Improvements; and (iii) all permits required under Section 3.1(i)(12) above for Improvements then under construction. j. Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person’s approval noted thereon, stating that the requested amount does not exceed the difference of one hundred percent (100%) of the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder less Retainage required hereunder for such requested amount; that said construction was performed in substantial accordance with the Plans and Specifications; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. k. Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and materialman, including each Contractor, an invoice, lien waiver (on the statutory form) 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month’s draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. l. There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. m. The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. n. 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. o. All personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Improvements; provided, further, (fi) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 45 days after receipt of Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. p. Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished q. Except in connection with the Initial Advance, if the Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. r. Borrower shall have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request. s. the Loan shall be “in balance” as provided in Section 3.4 (i.e., the unfunded Loan proceeds and any portion of the Borrower’s equity not yet expended are not sufficient to complete construction of the ImprovementsImprovements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), and if Lender requires a Borrower’s Deposit in accordance with Section 3.4 below, then (x) Borrower shall have made such Borrower’s Deposit with Lender as provided thereunder and (y) Borrower shall have collaterally assigned such Borrower’s Deposit to Lender to put the Loan in balance by executing an assignment satisfactory to Lender. (h) There t. Borrower shall exist no default or breach by any obligated party (other than have funded all Borrower equity requirements indicated on the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the LenderBudget.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The Loan Documents shall be and remain outstanding and enforceable in all material respects in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ ' or materialmen’s 's liens has been filed against the Mortgaged Property. (c) A monthly construction status report for the Phase II Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing on or before March 10, 2000 and continuing for each month thereafter. (d) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (de) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Phase I and Phase II Improvements. (ef) Lender shall have received (i) a fully executed copy of each Construction Contract or copy thereof (to be dated after the date of recordation of the Deed of Trust); and (ii) 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 Phase II Improvements. (g) Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person's approval noted thereon, stating that the requested amount does not exceed ninety percent (90%) of the then unpaid cost of construction of the Phase II Improvements since the last certificate furnished hereunder; that said construction was performed in accordance with the Plans and Specifications in all material respects; and that, in the opinion of Borrower, Contractor and the Design Professional, construction of the Phase II Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. (h) Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month's draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (i) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (j) The Phase II Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fk) 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. (l) All personal property not yet incorporated into the Phase II Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. (m) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gn) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Phase II Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of the Improvementssuch purchaser before making any additional Advance. (ho) There Borrower shall exist no default or breach by any obligated party have fully completed (other than the Lender) under the Loan Documents, provided however, to the extent that applicable), signed, notarized and delivered to Lender the Draw Request Form. (p) If any grace or cure period is portion of the Phase II Improvements are being built for a specific lessee, the approval by such lessee of the construction thereof with respect to the applicable portion of the Phase II Improvements subject to such a default or breach, the Lender lease shall be under no obligation obtained and furnished to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender, upon request therefor by Lender. (q) Borrower shall have funded all Borrower equity requirements indicated on the Budget.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bd) Lender Xxxxxx shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property, and Lender shall receive a down date endorsement to the Title Insurance in connection with such Advance confirming same. (ce) A monthly construction status report for the Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing upon commencement of construction of the Improvements and continuing for each month thereafter until completion of the Improvements. (f) Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. (g) The representations and warranties made by BorrowerXxxxxxxx, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by LenderXxxxxx, Borrower shall give to Lender a certificate to that effect. (dh) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (ei) Lender shall have received (i) a fully executed copy of each Construction Contract then in effect or copy thereof; (ii) 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 Improvements; and (iii) all permits required under Section 3.1(i)(12) above for Improvements then under construction. (j) Lender shall have received from Borrower a Draw Request for such Advance (including, with respect to the amounts requested therein, a schedule of values noting the percentage of completion of the applicable Improvements), completed, executed and sworn to by Xxxxxxxx and Contractor, with the Inspecting Person’s approval noted thereon, stating that the requested amount does not exceed the difference of one hundred percent (100%) of the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder less Retainage required hereunder for such requested amount; that said construction was performed in substantial accordance with the Plans and Specifications; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. (k) Borrower shall have furnished to Lender, from each Contractor and each subcontractor and/or materialmen providing labor and or supplies or materials to Contractor or a subcontractor for the Mortgaged Property: (i) intentionally deleted, (ii) conditional lien waivers and releases of lien (on forms approved by Lender) with respect to the amounts requested in the current Draw Request, (iii) unconditional lien waivers and releases (on the statutory form) with respect to the amounts Advanced pursuant to the immediately prior Draw Request, and (iv) such other instruments and documents as Lender may from time to time specify in its reasonable discretion, in form and content, and containing such certifications, approvals and other data and information, as Lender may reasonably require. The lien waivers and other documents shall cover and be based upon work actually completed or materials actually furnished by the Contractor or any subcontractor and/or materialmen providing labor, supplies or materials to Contractor or a subcontractor for the Mortgaged Property. (l) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (m) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fn) 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. (o) All personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards and insurance to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Improvements; provided, further, (i) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 60 days after receipt of Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. (p) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gq) There If the Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. (r) Borrower shall exist no formal claim or dispute between Contractor have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request. (s) The Loan shall be “in balance” as provided in Section 3.4 (i.e., the unfunded Loan proceeds and any contractor, subcontractor or materialmen as portion of the Borrower’s Equity (Initial) and the Borrower's Equity (Subsequent) not yet expended are sufficient to monies owed in connection with any labor or materials furnished in connection with the complete construction of the ImprovementsImprovements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), and if Lender requires a Borrower’s Deposit in accordance with Section 3.4 below, then (x) Borrower shall have made such Borrower’s Deposit with Lender as provided thereunder and (y) Borrower shall have collaterally assigned such Borrower’s Deposit to Lender to put the Loan in balance by executing an assignment satisfactory to Lender. (ht) There Borrower shall exist no default or breach by any obligated party have funded all Borrower's Equity (other than Initial) requirements indicated on the Budget. (u) Borrower shall have delivered to Lender, within the timeframes set forth in Exhibit F attached hereto, all of the Post-Closing Requirements. (v) under To the Loan Documents, provided however, extent construction has commenced and progressed with respect to the extent Tecoma Improvements as of the date of the applicable Draw Request, Borrower shall have furnished to Lender: (i) evidence that any grace or cure period SPOC's Share is available to pay for the applicable portion of the Tecoma Improvements with respect to such a default or breach, the amounts requested in the current Draw Request to pay for the Tecoma Improvements and (ii) evidence that SPOC's Share was applied to pay for the applicable portion of the Tecoma Improvements with respect to amounts Advanced to pay for the Tecoma Improvements pursuant to the immediately prior Draw Request. (w) Lender shall be under no obligation to make an Advance unless and until said default or breach have determined in its reasonable discretion that Borrower is cured to the reasonable satisfaction of the Lenderin compliance with Section 2.9 hereof.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The conditions to the Initial Advance shall have been satisfied. (b) No Event of Default shall have occurred and then be continuing under this Agreement or any of the other Loan Documents. (c) The Loan Documents shall be and remain outstanding and enforceable in accordance with their terms, all as required hereunder. (bd) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property, and Lender shall receive a down date endorsement to the Title Insurance in connection with such Advance confirming same. (ce) A monthly construction status report for the Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing upon commencement of construction of the Improvements and continuing for each month thereafter until completion of the Improvements. (f) Completion of any inspections required by Lender with respect to any work performed since the date of the last Advance. (g) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct in all material respects as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (dh) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (ei) Lender shall have received (i) a fully executed copy of each Construction Contract then in effect or copy thereof; (ii) 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 Improvements; and (iii) all permits required under Section 3.1(i)(12) above for Improvements then under construction. (j) Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person’s approval noted thereon, stating that the requested amount does not exceed the difference of one hundred percent (100%) of the then unpaid cost of construction of the Improvements since the last certificate furnished hereunder less Retainage required hereunder for such requested amount; that said construction was performed in substantial accordance with the Plans and Specifications; and that, in the opinion of Borrower, the applicable Contractor and the applicable Design Professional, construction of the Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. (k) Borrower shall have furnished to Lender, from each Contractor and each subcontractor and/or materialmen providing labor and or supplies or materials to Contractor or a subcontractor for the Mortgaged Property: (i) invoices with respect to the amounts requested in the current Draw Request, (ii) conditional lien waivers and releases of lien (on forms approved by Lender) with respect to the amounts requested in the current Draw Request, (iii) unconditional lien waivers and releases (on the statutory form) with respect to the amounts Advanced pursuant to the immediately prior Draw Request, and (iv) such other instruments and documents as Lender may from time to time specify in its reasonable discretion, in form and content, and containing such certifications, approvals and other data and information, as Lender may reasonably require. The invoice, lien waivers and other documents shall cover and be based upon work actually completed or materials actually furnished by the Contractor or any subcontractor and/or materialmen providing labor, supplies or materials to Contractor or a subcontractor for the Mortgaged Property. (l) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (m) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fn) 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. (o) All personal property not yet incorporated into the Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. Any materials stored off-site shall be stored in a third-party bonded warehouse acceptable to Lender, with adequate safeguards and insurance to prevent loss, theft, damage or commingling with other materials not intended to be used in the construction of the Improvements; provided, further, (i) Borrower shall give Lender prior notice of the off-site storage of any materials and (ii) any materials stored must be incorporated within 60 days after receipt of Loan proceeds from Lender to pay for such materials, unless such date is extended in writing by Lender. (p) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gq) There If the Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of such purchaser before making any additional Advance. (r) Borrower shall exist no formal claim or dispute between Contractor have fully completed (to the extent applicable), signed, notarized and delivered to Lender the Draw Request. (s) The Loan shall be “in balance” as provided in Section 3.4 (i.e., the unfunded Loan proceeds and any contractor, subcontractor or materialmen as portion of the Borrower’s equity not yet expended are not sufficient to monies owed in connection with any labor or materials furnished in connection with the complete construction of the ImprovementsImprovements in accordance with the Plans and Specifications and pay for all costs of construction in connection therewith), and if Lender requires a Borrower’s Deposit in accordance with Section 3.4 below, then (x) Borrower shall have made such Borrower’s Deposit with Lender as provided thereunder and (y) Borrower shall have collaterally assigned such Borrower’s Deposit to Lender to put the Loan in balance by executing an assignment satisfactory to Lender. (ht) There Borrower shall exist no default or breach by any obligated party have funded all Borrower equity requirements indicated on the Budget. (other than u) Borrower shall have delivered to Lender, within the Lender) under the Loan Documentstimeframes set forth in Exhibit F attached hereto, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction all of the LenderPost-Closing Requirements.

Conditions to Advances. Advances of principal may be requested by the Borrower during the period from the Closing Date up to but not including the Acquisition Loan Maturity Date on the following terms and conditions (each portion of the Acquisition Loan so advanced on a particular date being an "Advance", and such term shall only apply to advances of the Acquisition Loan and not any other Loan). The obligation Borrower shall give to the Agent written notice in the form of Lender to make Exhibit C hereto (or telephonic notice confirmed in writing in the form of Exhibit C hereto) of each Advance hereunder, shall be subject requested hereunder (an "Advance Request") no later than 1:00 p.m. (Boston time) (a) one (1) Business Day prior to the proposed Drawdown Date of any Base Rate Loan and (b) three (3) LIBOR Business Days prior or simultaneous occurrence or satisfaction to the proposed Drawdown of any LIBOR Rate Loan. Each such notice shall specify (i) the principal amount of the Advance requested, (ii) the proposed Drawdown Date of such Advance; (iii) the Interest Period of such Advance, and (iv) the Type of such Advance. Promptly upon receipt of any such notice, the Agent shall notify each of the following conditions: (a) The Loan Documents Banks thereof. Each Advance Request shall be irrevocable and remain outstanding binding on the Borrower and enforceable shall obligate the Borrower to accept the Advance requested from the Banks on the proposed Drawdown Date. Each Advance Request shall be a minimum amount of [**] or a whole multiple in accordance excess thereof. In addition, the Borrower shall deliver to the Agent not less than three (3) days prior to the proposed Drawdown Date of any Advance a written notification describing the relevant Permitted Acquisition to be consummated, copies of all documents, agreements and instruments to be entered into by the Borrower in connection with their termssuch Permitted Acquisition, and the purchase price for such Permitted Acquisition (which purchase price plus all transaction costs related thereto shall not be more than [**] less than the amount of the Advance so requested); provided, however, the Borrower shall be Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. permitted to deliver such information on the Closing Date for the Chicago Acquisition. Subject to the foregoing, and subject to satisfaction of the conditions set forth in Section 13, so long as required hereunder. (b) Lender no Default or Event of Default shall have received a title report dated within two (2) days occurred and is continuing, and all of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lenderapplicable conditions set forth in this Credit Agreement have been met, including, but not limited to, a showing that title to the Land Borrower taking all action necessary and which is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against required pursuant to the Mortgaged Property. (c) The representations and warranties made by Borrower, as contained in terms of this Credit Agreement and the other Loan Documents to perfect the Agent's first priority security interest in all other the assets being acquired (or, in the event any Subsidiary is formed as a result of or in connection with such acquisition, that the Loan Documents shall be true amended and/or supplemented as necessary to make the terms and correct as conditions of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (d) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements of the Inspecting Person and all Governmental Authorities. (g) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished in connection with the construction of the Improvements. (h) There shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breachSubsidiary), the Lender each Bank shall be under no obligation to make an Advance unless and until said default or breach is cured lend to the reasonable satisfaction Borrower such Bank's Commitment Percentage of the LenderAdvance so requested in immediately available funds not later than the close of business on such Drawdown Date.

Conditions to Advances. The obligation of Lender to make each Advance hereunder, including the Initial Advance, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditions: (a) The Loan Documents shall be and remain outstanding and enforceable in all material respects in accordance with their terms, all as required hereunder. (b) Lender shall have received a title report dated within two (2) days of the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to Lender, including, but not limited to, a showing that title to the Land is vested in Global Borrower and that no claim for mechanics’ ' or materialmen’s 's liens has been filed against the Mortgaged Property. (c) A monthly construction status report for the Phase I Improvements shall be prepared and submitted by Borrower to Lender on or before the tenth (10th) day of each month, commencing on or before May 10, 1999 and continuing for each month thereafter. (d) The representations and warranties made by Borrower, as contained in this Agreement and in all other Loan Documents shall be true and correct as of the date of each Advance; and if requested by Lender, Borrower shall give to Lender a certificate to that effect. (de) The covenants made by Borrower to Lender, as contained in this Agreement and in all other Loan Documents shall have been fully complied with, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Phase I and Phase II Improvements. (ef) Lender shall have received (i) a fully executed copy of each Construction Contract or copy thereof (to be dated after the date of recordation of the Deed of Trust); (ii) 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 Phase I Improvements; (iii) appropriate payment and performance bonds (with dual obligee rider to the performance bond, in favor of Lender) covering any such contractors, subcontractors and materialmen and their work, and (iv) evidence that the recording requirements of Texas Property Code &&53.201-53.211 have been satisfied. (g) Except in connection with the Initial Advance, Lender shall have received from Borrower a Draw Request for such Advance, completed, executed and sworn to by Borrower and Contractor, with the Inspecting Person's approval noted thereon, stating that the requested amount does not exceed ninety percent (90%) of the then unpaid cost of construction of the Phase I Improvements since the last certificate furnished hereunder; that said construction was performed in accordance with the Plans and Specifications in all material respects; and that, in the opinion of Borrower, Contractor and the Design Professional, construction of the Phase I Improvements can be completed on or before the Completion Date for an additional cost not in excess of the amount then available under the Loan. To the extent approved by Lender and included in the Budget, such expenses will be paid from the proceeds of the Loan. (h) Except in connection with the Initial Advance, Borrower shall have furnished to Lender, from each contractor, subcontractor and 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 reasonably require. The invoice, lien waiver and other documents shall cover and be based upon work actually completed or materials actually furnished and paid under a prior application for payment. The lien waiver for the prior month's draws of each contractor, subcontractor and materialman shall, if required by Lender, be received by Lender simultaneously with the making of any Advance hereunder for the benefit of such contractor, subcontractor or materialman. (i) There shall exist no default or breach by any obligated party (other than Lender) under the Loan Documents. (j) The Phase I Improvements shall not have been materially injured, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (fk) 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. (l) All personal property not yet incorporated into the Phase I Improvements but which is to be paid for out of such Advance, must then be located upon the Land, secured in a method acceptable to Lender, and Lender shall have received evidence thereof, or if stored off-site, must be stored in a secured area and must be available for inspection by the Inspecting Person. (m) Borrower shall have complied with all reasonable requirements of the Inspecting Person to insure compliance with the Plans and Specifications and all requirements of the Governmental Authorities. (gn) There shall exist no formal claim or dispute between Contractor and any contractor, subcontractor or materialmen as to monies owed in connection with any labor or materials furnished Except in connection with the Initial Advance, if the Phase I Improvements are being built for any party under a purchase or construction contract, then Lender at its election may require the approval of the Improvementssuch purchaser before making any additional Advance. (ho) There Borrower shall exist no default or breach by any obligated party have fully completed (other than the Lender) under the Loan Documents, provided however, to the extent that applicable), signed, notarized and delivered to Lender the Draw Request Form. (p) If any grace or cure period is portion of the Phase I Improvements are being built for a specific lessee, the approval by such lessee of the construction thereof with respect to the applicable portion of the Phase I Improvements subject to such a default or breach, the Lender lease shall be under no obligation obtained and furnished to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender, upon request therefor by Lender. (q) Borrower shall have funded all Borrower equity requirements indicated on the Budget. (r) Borrower shall have taken all action necessary to ensure that the monies due Stratus Properties Operating Co., an entity owned by Stratus Properties, Inc., under the Austin Water Agreement for Facilities 1, 2 and 3 (as defined therein) are paid, and shall not have failed to take any required action to ensure said payments under the Austin Water Agreement.

Conditions to Advances. The obligation (1) Notwithstanding any other provision of this Agreement, Lender is not obligated to make each Advance hereunder, shall be subject to the prior or simultaneous occurrence or satisfaction of each of the following conditionsany advance if: (a) The Loan Documents shall be and remain outstanding and enforceable Borrower is in accordance with their termsdefault of this Agreement or any other obligation to Lender, all as required hereunder. (b) Lender shall Borrower's landlord(s) have received a title report dated within two (2) days of not waived any interest in the requested Advance from the Title Company showing no state of facts (other than the Permitted Exceptions) objectionable to LenderCollateral securing this Agreement, including, but not limited to, a showing that title to the Land is vested in Global and that no claim for mechanics’ or materialmen’s liens has been filed against the Mortgaged Property. (c) The representations and warranties made by a guarantor of Borrower, as contained 's obligations to Lender is in this Agreement and in all other Loan Documents shall be true and correct as default of the date of each Advance; and if requested by Lender, Borrower shall give guarantor's obligations to Lender a certificate to that effect. under the guaranty or under any other agreement(s), (d) The covenants made the advance will not be secured by Borrower to Lender, as contained a perfected first priority security interest in this Agreement the Financed Vehicle and in all other Loan Documents shall have been fully complied withits proceeds, except to the extent such compliance may be limited by the passage of time or the completion of construction of the Improvements. (e) The Improvements shall Borrower's obligations to Lender hereunder are not have been materially injuredsecured as required in Section III, damaged or destroyed by fire or other uninsured casualty, nor shall any part of the Mortgaged Property be subject to condemnation proceedings or negotiations for sale in lieu thereof. (f) Borrower shall have complied with all requirements is not the sole owner of the Inspecting Person Financed Vehicle, free and clear of all Governmental Authorities. liens other than Lender's security interest, (g) There an event occurs (including without limitation the commencement or threat of any lawsuit against Borrower or any guarantor) which Lender reasonably determines constitutes or could constitute a material adverse change in the business, financial condition, operations, performance, properties, management or prospects of Borrower or any guarantor or which Lender determines materially and adversely affects the ability of Borrower or any guarantor to perform its obligations to Lender or which Lender determines materially impairs the value of the Collateral, (h) Borrower has not provided Lender with: (i) a certified copy of Borrower's filed articles of incorporation, (ii) a certificate of good standing for Borrower in all states in which it does business, (iii) a certificate by Borrower's corporate secretary or treasurer certifying the identity of the officers, directors and owners of Borrower and its capital structure, and (iv) a certificate by Borrower's corporate secretary certifying the adoption of a resolution of Borrower's board of directors which authorizes Borrower to enter into and perform this Agreement, (i) any common stock of any Borrower or the majority of its assets is sold without the prior written consent of Lender, (j) all obligations of Borrower to the guarantors, its owners and its affiliates have not been subordinated to Borrower's obligations to Lender in form and content acceptable to Lender, (k) any joint owner of a guarantor's assets has not subordinated its interest in such assets to Lender in form and content acceptable to Lender, (l) all of Borrower's obligations to Lender are not at all times unconditionally guaranteed by FAA, (m) Borrower shall exist no formal claim or dispute between Contractor not have paid all of Lender's fees and any contractor, subcontractor or materialmen as to monies owed costs incurred in connection with any labor this Agreement and the transactions contemplated hereby, (n) TCW shall not have executed an intercreditor and/or subordination agreement with Lender acceptable to Lender in its sole and absolute discretion, or materials furnished in connection with the construction of the Improvements. (h) There TCW shall exist no default or breach by any obligated party (other than the Lender) under the Loan Documents, provided however, to the extent that any grace or cure period is applicable to such a default or breach, the Lender shall be under no obligation to make an Advance unless and until said default or breach is cured to the reasonable satisfaction of the Lender.have defaulted under