Common use of Funding of the Loans Clause in Contracts

Funding of the Loans. (a) The Construction/Acquisition Loans. (i) Borrower may request one or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g). (b) Construction/Acquisition Loans to Pay Interest, Fees and Expenses. On each Business Day during the Construction/Acquisition Loan Period on which interest, fees or expenses are due and payable and are not otherwise paid or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes the Construction/Acquisition Agent to apply the proceeds of such Loans to the payment of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(b) if an Event of Default has occurred and is continuing.

Funding of the Loans. (a) The Construction/Acquisition Loans. (i) Borrower may request one or more Construction/Acquisition Each Loan shall be made as part of a Borrowing consisting of Loans relating made by the Lenders ratably in accordance with their applicable Commitments and, subject to one or more Projects to Section 6.12(b), the Loans made hereunder by the Lenders shall be made on a Construction/Acquisition Loan Date by complying Pro Rata Basis with the following procedure: Other Margin Loans; provided that the failure of any Lender to make its Loan or the failure of any lender under the Other Margin Loan Documents to make Other Margin Loans shall not in itself relieve any other Lender of its obligation to lend hereunder or any lender under the Other Margin Loan Documents of its obligation to lend thereunder (Ait being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender or for the failure of any lender under any Other Margin Loan Document to make any Other Margin Loan required to be made by such lender); provided, further, that in the event that any Lender fails to make its Loan or any lender fails to make its loan under the Other Margin Loan Agreement, in each case, to the extent required to be made hereunder or thereunder, the Borrower may, in its discretion, request a borrowing of all or any portion of such amount(s) First, Borrower will give not so funded under this Agreement or the Construction/Acquisition Agent at least fifteen Other Margin Loan Agreement as a result of such failure (15) Business Days' prior written notice of Borrower's intent subject to borrow one or more Construction/Acquisition LoansSection 2.01 hereof and thereof and the other applicable conditions to borrowing hereunder and thereunder). Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which Loans comprising any Borrowing shall be in accordance with Section 2.7, an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (3ii) include equal to the certificate and report remaining available balance of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2applicable Commitments. (Ba) Second, if Each Lender shall make the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt proceeds of the notice given Loans to be funded by it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver available to the Construction/Acquisition Administrative Agent a Notice of Borrowing, which will be binding on Borrower and will who shall either (1i) specify credit the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt account of the Notice Borrower on the books of Borrowing the Administrative Agent with the amount of such proceeds or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be transfer by wire transfer such proceeds, in an initial principal amount not greater than ninety percent each case in accordance with instructions provided to (90%and reasonably acceptable to) of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced Administrative Agent by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)Borrower. (b) Construction/Acquisition To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent not later than 2:00 p.m., New York City time, at least three (3) Business Days (or such shorter period as the Administrative Agent may agree to) prior to the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans to Pay Interest, Fees and Expenses. On each Business Day during the Construction/Acquisition Loan Period on which interest, fees or expenses are due and payable and are not otherwise paid or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in Delayed Draw Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the payment conditions set forth in Section 4.01 (solely in the case of such interestthe Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice. Subject to Section 6.12(b), fees and expenses. The Construction/Acquisition Lenders have no obligation to make each request for a Loan for the purposes stated in this Section 2.2(b). No Loan will Delayed Draw Borrowing shall be made pursuant to this Section 2.2(b) if an Event of Default has occurred and is continuingon a Pro Rata Basis with requests for delayed draw borrowings under the Other Margin Loan Documents.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interestbe funded by it available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent not later than 2:00 p.m., in the case of (x) the Initial Loans, at least one (1) Business Day during in advance of the Construction/Acquisition Loan Period on which interestproposed Borrowing (the date of such Borrowing, fees the “Funding Date”) and (y) any other Loans, at least three (3) Business Days (or expenses are due such shorter period as the Administrative Agent and payable and are not otherwise paid the Lenders may agree) prior to the date of the proposed Borrowing. Each Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans, Delayed Draw Loans or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable account of the Borrower to which funds are to be disbursed; and (v) that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the payment specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event such conditions are not satisfied. (d) There shall be no more than ten (10) Tranches of Default has occurred and is continuingLoans outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of any Loans to Pay Interestbe funded by it after the Amendment No. 4 Effective Date available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent not later than 2:00 p.m., in the case of (x) the Initial Loans, at least one (1) Business Day during in advance of the Construction/Acquisition Loan Period on which interestproposed Borrowing, fees (y) Revolving Loans funded after the Amendment No. 4 Effective Date, not later than 11:00 a.m. at least three (3) Business Days prior to the date of the proposed Borrowing (or expenses are due such shorter period as the Administrative Agent and payable the Lenders may agree) and are not otherwise paid (z) Additional Loans, as applicable, at least three (3) Business Days (or provided forsuch shorter period as the Administrative Agent and the Lenders may agree) prior to the date of the proposed Borrowing. Each Borrowing Request delivered in connection with or after the Amendment No. 4 Effective Date shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of the Initial Loans, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Revolving Loans to Borrower in or Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable account of the Borrower to which funds are to be disbursed; and (v) with respect to the payment Initial Loans, Revolving Loans or Additional Loans, that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event such conditions are not satisfied. (d) There shall be no more than twelve (12) Tranches of Default has occurred and is continuingLoans outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interestbe funded by it available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent not later than 2:00 p.m., in the case of (x) the Initial Loans, at least one (1) Business Day during in advance of the Construction/Acquisition Loan Period on which interestproposed Borrowing (the date of such Borrowing, fees the “Funding Date”) and (y) any other Loans, at least three (3) Business Days (or expenses are due such shorter period as the Administrative Agent and payable and are not otherwise paid the Lenders may agree) prior to the date of the proposed Borrowing. Each Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans, Delayed Draw Loans or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the payment specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event such conditions are not satisfied. (d) There shall be no more than ten (10) Tranches of Default has occurred and is continuingLoans outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interest, Fees and Expenses. On each Business Day during be funded by it available to the Construction/Acquisition Loan Period Administrative Agent who shall either (i) credit the account of the Borrower on which interest, fees the books of the Administrative Agent with the amount of such proceeds or expenses are due and payable and are not otherwise paid or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders(ii) transfer by wire transfer such proceeds, in their sole discretioneach case, in accordance with instructions provided to make Construction/Acquisition (and reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (and the Administrative Agent shall provide such notice to the Initial Loan Lenders) (x) in the case of Initial Loans, not later than 12:00 p.m. noon, on the date of the proposed Borrowing (the date of such Borrowing, the “Funding Date”) (provided, for the avoidance of doubt, that the Borrowing Request for the Initial Loans may be delivered at any time prior to the Funding Date with the right of the Borrower to subsequently designate such Funding Date; provided, further, that such subsequent designation shall occur no later than 12:00 p.m. on the Funding Date) and (y) in the case of any Additional Loans, not later than 2:00 p.m. at least three (3) Business Days (or such shorter period as the Administrative Agent and the Lenders may agree) prior to the date of the proposed Borrowing. Each Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans or Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the payment specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event such conditions are not satisfied. (d) Unless otherwise agreed by the Administrative Agent, there shall be no more than two (2) Tranches of Default has occurred and is continuingLoans outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Initial Loan shall be made as part of a Borrowing consisting of Initial Loans made by the Lenders ratably in accordance with their applicable Initial Loan Commitments, and each Delayed Draw Loan shall be made as part of a Borrowing consisting of Delayed Draw Loans made by the Lenders ratably in accordance with their applicable Delayed Draw Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs Initial Loan Commitments or Qualified Project Acquisition CostsDelayed Draw Commitments, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g). (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interestbe funded by it available to the Administrative Agent, Fees who shall either (i) promptly credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) promptly transfer by wire transfer such proceeds, in each case, in accordance with instructions provided to (and Expenses. On reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent and each Initial Lender or Delayed Draw Lender, as applicable, not later than 2:00 p.m. at least three (3) Business Days (or such shorter period as the Administrative Agent and such Lenders may agree to) prior to the date of the proposed Borrowing; provided that with respect to the delivery of a Borrowing Request in connection with the Initial Loans, such Borrowing Request may be delivered at least one (1) Business Day during prior to the Construction/Acquisition Loan Period on which interest, fees date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and shall specify the following information in compliance with this Section 2.02: (i) whether the requested Borrowing is to be a Borrowing of Initial Loans or expenses are due and payable and are not otherwise paid or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in Delayed Draw Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the payment of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan conditions set forth in Section 4.01 (solely for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing of Initial Loans) if an Event and Sections 4.02(b) through (e) have been satisfied as of Default has occurred and is continuingthe date of the notice.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interestbe funded by it available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (and the Administrative Agent shall provide such notice to the Initial Loan Lenders or Revolving Lenders, as applicable) (x) in the case of Initial Loans, not later than 12:00 p.m. noon, on the date of the proposed Borrowing (the date of such Borrowing, the “Funding Date”) (provided, for the avoidance of doubt, that the Borrowing Request for the Initial Loans may be delivered at any time prior to the Funding Date with the right of the Borrower to subsequently designate such Funding Date; provided, further, that such subsequent designation shall occur no later than 12:00 p.m. on the Funding Date), (y) in the case of Revolving Loans, not later than 11:00 a.m. at least one (1) Business Day during prior to the Construction/Acquisition Loan Period on which interestdate of the proposed Borrowing (or such shorter period as the Administrative Agent and the Lenders may agree) and (z) in the case of any Additional Loans, fees not later than 2:00 p.m. at least three (3) Business Days (or expenses are due such shorter period as the Administrative Agent and payable and are not otherwise paid the Lenders may agree) prior to the date of the 1661860.04-NYCSR03A - MSW proposed Borrowing. Each Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans, Revolving Loans or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the payment specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event of Default has occurred and is continuingsuch conditions are not satisfied. (d) Unless otherwise agreed by the Administrative Agent, there shall be no more than five (5) Interest Periods outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interestbe funded by it available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent (and the Administrative Agent shall provide such notice to the Initial Loan Lenders or Revolving Lenders, as applicable) (x) in the case of Initial Loans, not later than 12:00 p.m. noon, on the date of the proposed Borrowing (the date of such Borrowing, the “Funding Date”) (provided, for the avoidance of doubt, that the Borrowing Request for the Initial Loans may be delivered at any time prior to the Funding Date with the right of the Borrower to subsequently designate such Funding Date; provided, further, that such subsequent designation shall occur no later than 12:00 p.m. on the Funding Date), (y) in the case of Revolving Loans, not later than 11:00 a.m. at least one (1) Business Day during prior to the Construction/Acquisition Loan Period on which interestdate of the proposed Borrowing (or such shorter period as the Administrative Agent and the Lenders may agree) and (z) in the case of any Delayed Draw Loans, fees not later than 2:00 p.m. at least three (3) Business Days (or expenses are due such shorter period as the Administrative Agent and payable and are not otherwise paid the Lenders may agree) prior to the date of the proposed Borrowing. Each Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans, Revolving Loans or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in Delayed Draw Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the payment specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event of Default has occurred and is continuingsuch conditions are not satisfied. (d) Unless otherwise agreed by the Administrative Agent, there shall be no more than five (5) Interest Periods outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of the Loans to Pay Interestbe funded by it available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that the Kodiak Pay-off Loans shall be funded on a cashless roll basis in accordance with the Kodiak Pay-off Letter and the Kodiak Cashless Roll Letter. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent not later than 2:00 p.m., in the case of (x) the Initial Loans, at least one (1) Business Day during in advance of the Construction/Acquisition proposed Borrowing (the date of such Borrowing, the “Funding Date”), (y) the Kodiak Pay-off Loans, at least one (1) Business Day (or such shorter period as the Administrative Agent and the Lenders may agree) in advance of the proposed Borrowing (the date of such Borrowing, the “Kodiak Pay-off Loan Period on which interestFunding Date”) and (y) any other Loans, fees at least three (3) Business Days (or expenses are due such shorter period as the Administrative Agent and payable and are not otherwise paid the Lenders may agree) prior ​ ​ to the date of the proposed Borrowing. Each Borrowing Request shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of Initial Loans, Delayed Draw Loans, the Kodiak Pay-off Loans or provided for, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Loans to Borrower in other Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Borrowing, which shall be a Business Day; (iv) the location and number of the applicable account of the Borrower to which funds are to be disbursed; and (v) (1) with respect to Initial Loans, Delayed Draw Loans or Additional Loans other than the Kodiak Pay-off Loans, that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice and (2) with respect to the payment Kodiak Pay-off Loans, that the conditions set forth in Section 4.03(b), (d) and (h) will be satisfied as of the date of the Borrowing; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event such conditions are not satisfied. (d) There shall be no more than ten (10) Tranches of Default has occurred and is continuingLoans outstanding hereunder at any time.

Funding of the Loans. (a) The Construction/Acquisition Loans. (i) Borrower may request one or more Construction/Acquisition Each Loan shall be made as part of a Borrowing consisting of Loans relating made by the Lenders ratably in accordance with their applicable Commitments and, subject to one or more Projects to Section 6.12(b), the Loans made hereunder by the Lenders shall be made on a Construction/Acquisition Loan Date by complying Pro Rata Basis with the following procedure: Other Margin Loans; provided that the failure of any Lender to make its Loan or the failure of any lender under the Other Margin Loan Documents to make Other Margin Loans shall not in itself relieve any other Lender of its obligation to lend hereunder or any lender under the Other Margin Loan Documents of its obligation to lend thereunder (Ait being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender or for the failure of any lender under any Other Margin Loan Document to make any Other Margin Loan required to be made by such lender); provided, further, that in the event that any Lender fails to make its Loan or any lender fails to make its loan under the Other Margin Loan Agreement, in each case, to the extent required to be made hereunder or thereunder, the Borrower may, in its discretion, request a borrowing all or any portion of such amount(s) First, Borrower will give not so funded under this Agreement or the Construction/Acquisition Agent at least fifteen Other Margin Loan Agreement as a result of such failure (15) Business Days' prior written notice of Borrower's intent subject to borrow one or more Construction/Acquisition LoansSection 2.01 hereof and thereof and the other applicable conditions to borrowing hereunder and thereunder). Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which Loans comprising any Borrowing shall be in accordance with Section 2.7, an aggregate principal amount that is (i) an integral multiple of $1,000,000 and not less than $5,000,000 or (3ii) include equal to the certificate and report remaining available balance of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2applicable Commitments. (Ba) Second, if Each Lender shall make the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt proceeds of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver Loans available to the Construction/Acquisition Administrative Agent a Notice of Borrowing, which will be binding on Borrower and will who shall either (1i) specify credit the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt account of the Notice Borrower on the books of Borrowing the Administrative Agent with the amount of such proceeds or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be transfer by wire transfer such proceeds, in an initial principal amount not greater than ninety percent each case in accordance with instructions provided to (90%and reasonably acceptable to) of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced Administrative Agent by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)Borrower. (b) Construction/Acquisition Loans To request a Delayed Draw Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to Pay Interestthe Administrative Agent not later than 2:00 p.m., Fees New York City time, the three (3) Business Days prior to the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and Expenses. On each Business Day during shall specify the Construction/Acquisition Loan Period on which interest, fees or expenses are due and payable and are not otherwise paid or provided for, Borrower hereby irrevocably authorizes following information in compliance with Section 2.02: (i) that the Construction/Acquisition Lenders, in their sole discretion, requested Borrowing is to make Construction/Acquisition Loans to Borrower in be a Borrowing of Delayed Draw Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Delayed Draw Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Delayed Draw Borrowing, which shall be a Business Day; (iv) the location and number of the applicable Borrower’s account to which funds are to be disbursed; and (v) that the payment conditions set forth in Sections 4.02(b) through (d) have been satisfied as of such interestthe date of the notice. Subject to Section 6.12(b), fees and expenses. The Construction/Acquisition Lenders have no obligation to make Each request for a Loan for the purposes stated in this Section 2.2(b). No Loan will Delayed Draw Borrowing shall be made pursuant to this Section 2.2(b) if an Event of Default has occurred and is continuingon a Pro Rata Basis with requests for delayed draw borrowings under the Other Margin Loan Documents.

Funding of the Loans. ​ ​ (a) The Construction/Acquisition Loans. Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided that, in each case, the failure of any Lender to make its Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Loans comprising any Borrowing shall be in an aggregate principal amount that is (i) Borrower may request one an integral multiple of $1,000,000 and not less than $5,000,000 or more Construction/Acquisition Loans relating to one or more Projects to be made on a Construction/Acquisition Loan Date by complying with the following procedure: (A) First, Borrower will give the Construction/Acquisition Agent at least fifteen (15) Business Days' prior written notice of Borrower's intent to borrow one or more Construction/Acquisition Loans. Such notice will not be binding on Borrower and will (1) specify the proposed Funding Date (which must be a Construction/Acquisition Loan Date), (2) specify the amount and uses of each requested Loan, which shall be in accordance with Section 2.7, and (3) include the certificate and report of the Engineer required by Sections 3.2(a)(iii) and 3.2(a)(ix) and copies of all documents necessary to satisfy the other conditions precedent contained in Section 3.2. (B) Second, if the Construction/Acquisition Agent does not notify Borrower within ten (10) Business Days after its receipt of the notice given to it pursuant to Section 2.2(a)(i)(A) that a condition precedent contained in Section 3.2 has not been satisfied, then Borrower may deliver to the Construction/Acquisition Agent a Notice of Borrowing, which will be binding on Borrower and will (1) specify the Funding Date (which must be a Construction/Acquisition Loan Date and will be at least five (5) Business Days following the Construction/Acquisition Agent's receipt of the Notice of Borrowing or such shorter time period as the Construction/Acquisition Agent may permit in its sole discretion) and (2) specify the Interest Period for the requested Construction/Acquisition Loans. Borrower may specify only one Interest Period for Construction/Acquisition Loans that are made on a Funding Date and such Interest Period may be one (1), two (2), three (3), six (6), nine (9) or twelve (12) months in duration; provided, that no Interest Period may extend after October 30, 1998. (ii) Each Construction/Acquisition Loan will be in an initial principal amount not greater than ninety percent (90%) equal to the remaining available balance of the aggregate amount of the Qualified Project Construction Costs or Qualified Project Acquisition Costs, as applicable, relating to a Project and evidenced by the invoices delivered to the Engineer pursuant to Sections 3.2(a)(ii) and (iii). Each Construction/Acquisition Loan will mature on its respective Construction/Acquisition Loan Maturity Date, unless payment thereof is due prior to such date by acceleration, mandatory prepayment or otherwise and unless payment of a portion thereof is agreed to be due on October 30, 1998 pursuant to Section 2.2(g)applicable Commitments. (b) Construction/Acquisition Each Lender shall make the proceeds of any Loans to Pay Interestbe funded by it after the Amendment No. 4 Effective Date available to the Administrative Agent who shall either (i) credit the account of the Borrower on the books of the Administrative Agent with the amount of such proceeds or (ii) transfer by wire transfer such proceeds, Fees in each case, in accordance with instructions provided to (and Expenses. On each reasonably acceptable to) the Administrative Agent by the Borrower. (c) To request a Borrowing, the Borrower shall deliver a duly completed and executed Borrowing Request to the Administrative Agent not later than 2:00 p.m., in the case of (x) the Initial Loans, at least one (1) Business Day during in advance of the Construction/Acquisition Loan Period on which interestproposed Borrowing, fees (y) Revolving Loans funded after the Amendment No. 4 Effective Date, not later than 11:00 a.m. at least three (3) Business Days prior to the date of the proposed Borrowing (or expenses are due such shorter period as the Administrative Agent and payable the Lenders may agree) and are not otherwise paid (z) Additional Loans, as applicable, at least three (3) Business Days (or provided forsuch shorter period as the Administrative Agent and the Lenders may agree) prior to the date of the proposed Borrowing. Each Borrowing Request delivered in connection with or after the Amendment No. 4 Effective Date shall specify the following information in compliance with this Section 2.02: (i) that the requested Borrowing is to be a Borrowing of the Initial Loans, Borrower hereby irrevocably authorizes the Construction/Acquisition Lenders, in their sole discretion, to make Construction/Acquisition Revolving Loans to Borrower in or Additional Loans; (ii) the aggregate amount of all interest, fees and expenses then due and payable and hereby irrevocably authorizes such Borrowing; (iii) the Construction/Acquisition Agent to apply the proceeds date of such Loans Borrowing, which shall be a Business Day; (iv) the location and number of the applicable account of the Borrower to which funds are to be disbursed; and (v) with respect to the payment Initial Loans, Revolving Loans or Additional Loans, that the conditions set forth in Section 4.01 (solely in the case of the Initial Loans) and Sections 4.02(b) through (e) have been satisfied as of the date of the notice; provided that a Borrowing Request may state that such request is conditioned upon the effectiveness of certain events, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified date of such interest, fees and expenses. The Construction/Acquisition Lenders have no obligation to make a Loan for the purposes stated in this Section 2.2(b). No Loan will be made pursuant to this Section 2.2(bBorrowing) if an Event such conditions are not satisfied. (d) There shall be no more than twelve (12) Tranches of Default has occurred and is continuing.Loans outstanding hereunder at any time. ​ ​