Common use of Payment Obligations Clause in Contracts

Payment Obligations. For value received, Borrowers promise to pay to the Lender the principal sum equal to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lender.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon at one as follows: Interest Rate: The rate of the following: If the Loan is identified as Revolving interest shall be specified in the Loan Type on Borrower’s Loan Commitment, Commitment which will be sent to the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances Borrower upon approval of principal to Borrower the loan (“AdvancesLoan Commitment”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement). Borrower understands that the maximum amount rate of revolving credit available to Borrower at any one point in time interest and other key terms of the loan have not yet been determined as of the execution of this application but will be identified set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, Borrower will be informed in writing, in a Loan Commitment, what these additional terms are. Borrower agrees that acceptance of the benefit of the loan, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan Commitment, including any conditions, and regardless that if upon receipt and review of a Loan Commitment Borrower finds the terms, including the interest rate, unacceptable for any amount specified in this Agreementreason, Borrower may decline the actual credit available hereunder shall not exceed the credit limit stated lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment. Borrower understands that Lender may at If any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any amount is due and owing 90 days after the maturity date, Borrowers will be charged 5.000% of the following occurunpaid principal portion due and owing on the maturity date. Upon default, at ▇▇▇▇▇▇’s sole discretion: (A) including failure to pay upon final maturity, the total of a requested Advance, when combined with sum due under this Note will accrue interest at the current principal balance specified interest rate under this Agreement and the Borrower’s Loan Commitment. Borrowers shall not be required to pay the interest in excess of the Loan, would cause amount permitted by applicable law and the final amount due under this the Agreement to exceed shall be adjusted so that the credit limit stated in total interest actually paid will equal the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lendermaximum amount that may be lawfully collected.

Payment Obligations. For value received, Borrowers promise ▇▇▇▇▇▇▇▇ promises to pay to the order of Lender the principal sum equal advanced by the Lender, together with interest accrued thereon as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Determination sent to Borrower upon ▇▇▇▇▇▇’s approval of the Application. ▇▇▇▇▇▇▇▇ understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of the Application but will be set by the Lender based on various factors at such time as any loans may be approved by written Determination. Borrower may request loans up to the Loan RequestTotal Amount Approved (as defined in the Determination), stated aboveand Lender may, but in no case shall be obligated to, lend an amount up to the Total Amount Approved to Borrower. Lender shall review each loan request or request for advances/draws upon the Determination separately and may deny such requests in its sole and absolute discretion. Borrower agrees that acceptance of the benefit of future uncommitted lending on an approved Determination, whether by receipt of funds, or so much thereof as by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Determination, including any conditions and covenants therein, and that if upon receipt and review of a conditional loan determination Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Determination by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon at one thereon, shall be due and payable on or before the Maturity Date, as set forth in the Borrower’s Determination. If any amount is due and owing 90 days after the Maturity Date, Borrowers will be charged 5.000% of the following: If unpaid principal portion due and owing on the Loan is identified as Revolving in Maturity Date. Upon default, including failure to pay upon final maturity, the Loan Type on total sum due under this Note will accrue interest at the specified default interest rate under this Agreement and the Borrower’s Loan Commitment, Determination. Borrower shall not be required to pay the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances interest in excess of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” amount and the final amount due under the Agreement shall be adjusted so that the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that total interest actually paid will equal the maximum amount of revolving credit available to Borrower at any one point in time will that be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderlawfully collected.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon at one as follows: Interest Rate: The rate of the following: If the Loan is identified as Revolving interest shall be specified in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal Determination sent to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity approval of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not maturedApplication. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any ▇ understands that the rate of interest and other key terms of the following occurloan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as any loans may be approved by written Determination. Borrower may request loans up to the Total Amount approved (see Section 3 below) and Lender may, at ▇▇▇▇▇▇but in no case shall be obligated to, lend an amount up to the Total Amount Approved to Borrower. Lender shall review each loan request or request for advances/draws upon the Determination separately and may deny such requests in its sole and absolute discretion. Borrower agrees that acceptance of the benefit of future uncommitted lending on an approved Determination, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s sole discretion: (A) acceptance of the terms provided in the Determination, including any conditions and covenants therein, and that if upon receipt and review of a conditional loan determination Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Determination by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the Maturity Date, as set forth in the Borrower’s Determination. If any amount is due and owing 90 days after the Maturity Date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the Maturity Date. Upon default, including failure to pay upon final maturity, the total of a requested Advance, when combined with sum due under this Note will accrue interest at the current principal balance specified interest rate under this Agreement and the Borrower’s Determination. Borrowers shall not be required to pay the interest in excess of the Loan, would cause amount permitted by applicable law and the final amount due under this the Agreement to exceed shall be adjusted so that the credit limit stated in total interest actually paid will equal the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lendermaximum amount that may be lawfully collected.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon at one as follows: Interest Rate: The rate of interest shall be specified in the Borrower’s Determination sent to Borrower upon Lender’s approval of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this AgreementApplication. Borrower understands that the maximum amount rate of revolving credit available to Borrower at any one point in time interest and other key terms of the loan have not yet been determined as of the execution of this application but will be identified set by the Lender based on various factors at such time as any loans may be approved by written Determination. Borrower may request loans up to the Total Amount approved (see Section 3 below) and Lender may, but in no case shall be obligated to, lend an amount up to the Total Amount Approved to Borrower. Lender shall review each loan request or request for advances/draws upon the Determination separately and may deny such requests in its sole and absolute discretion. Borrower agrees that acceptance of the benefit of future uncommitted lending on an approved Determination, whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the loan, or otherwise, constitutes Borrower’s acceptance of the terms provided in the Loan CommitmentDetermination, including any conditions and covenants therein, and regardless that if upon receipt and review of a conditional loan determination Borrower finds the terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Determination by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the Maturity Date, as set forth in the Borrower’s Determination. If any amount specified in this Agreementis due and owing 90 days after the Maturity Date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the Maturity Date. Upon default, including failure to pay upon final maturity, the actual credit available hereunder total sum due under this Note will accrue interest at the specified interest rate under this Agreement and the Borrower’s Determination. Borrowers shall not exceed be required to pay the credit limit stated interest in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any excess of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) amount permitted by applicable law and the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the final amount due under this the Agreement to exceed shall be adjusted so that the credit limit stated in total interest actually paid will equal the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lendermaximum amount that may be lawfully collected.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan becomes due (by acceleration or otherwise) (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans or fees, or so much thereof as due the Payment Date, in the case of Eurodollar Loans, and owing hereundernot previously paid by the Assignee to the Assignor.]** In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, together with interest accrued thereon at one then the party receiving such amount shall promptly remit it to the other party hereto. **Each Assignor may insert its standard payment provisions in lieu of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all payment terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Fixed Rate Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Fixed Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Fixed Rate Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Fixed Rate Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Fixed Rate Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Company with respect to any Fixed Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Fixed Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Fixed Rate Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Fixed Rate Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Fixed Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Fixed Rate Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or so much thereof as due the Payment Date, in the case of Fixed Rate Loans, and owing hereundernot previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, together with interest accrued thereon at one then the party receiving such amount shall promptly remit it to the other party hereto. *Each Assignor may insert its standard payment provisions in lieu of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all payment terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value received(a) The Authority hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Series 2023[●] Bondowners under the Series 2023[●] Bonds and the other Financing Documents and to pay any other Obligations owing to the Lender Series 2023[●] Bondowners, with interest thereon at the principal sum equal rate or rates provided in this Agreement and under such Obligations. All such Obligations shall be payable solely from the Account Collateral and the Lease Revenues (including Base Rental Payments) available therefor. (b) The Authority shall pay, or cause to be paid, in full each Series 2023[●] Bond and all interest thereon on the Commitment Expiration Date or, if earlier, the related Maturity Date, solely from the Account Collateral and the Lease Revenues available therefor. (c) The Authority shall pay within thirty (30) days after demand: (i) if an Event of Default shall have occurred, all costs and expenses of the Series 2023[●] Bondowners in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Financing Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment to this Agreement or any other Financing Document or any consent or waiver by the Series 2023[●] Bondowners with respect to any Financing Document, in each case, in a minimum amount of $3,000 plus the fees and expenses of counsel to the Loan RequestSeries 2023[●] Bondowners; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Series 2023[●] Bondowners in connection with advising the Series 2023[●] Bondowners as to their rights and responsibilities under this Agreement and the other Financing Documents or in connection with responding to requests from the Authority or the City for approvals, stated aboveconsents, and waivers; and (iv) any amounts advanced by or on behalf of any Series 2023[●] Bondowner to the extent required to cure any Default, Event of Default, or so much thereof as due and owing hereunderevent of nonperformance hereunder or under any other Financing Document, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan CommitmentDefault Rate. (d) In addition, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may if at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) execution or the Draw Period has passed; (C) Borrower is in default delivery of this Agreement or any other agreement Financing Documents, then, if the Authority or the City lawfully may pay for such stamps, taxes or fees, the Authority shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Authority agrees to save the Series 2023[●] Bondowners harmless from and against any and all liabilities with Lender; (D) respect to or resulting from any delay of the Advance is not allowed under Authority in paying, or omission of the then existing policies Authority to pay, such stamps, taxes and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderfees hereunder.

Payment Obligations. For value received(a) The Authority hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Purchaser under the Related Documents to which it is a party in accordance with the terms thereof and to pay any other Obligations owing to the Lender Purchaser whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided in such Related Documents and under such Obligations, all in accordance with the terms hereof and the other Related Documents. (b) In the event the Purchaser has not received the Mandatory Tender Purchase Price on the Mandatory Tender Date, the Unremarketed Bonds shall be subject to mandatory redemption on the Mandatory Tender Date; provided that, if the Authority is required to redeem Unremarketed Bonds as set forth above and (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties set forth in Article IV shall be true and correct on the Mandatory Tender Date (except to the extent that any such representations and warranties expressly relate to an earlier date), then the Authority shall cause the principal sum amount of such Bonds to be redeemed in installments payable on each Amortization Payment Date (each such payment, an “Amortization Payment”), with the final installment in an amount equal to the Loan Requestentire then-outstanding principal amount of such Bonds to be redeemed on the Amortization End Date (the period commencing on the Mandatory Tender Date and ending on the Amortization End Date is herein referred to as the “Amortization Period”). Each Amortization Payment shall be that amount of principal which will result in equal (as nearly as possible) aggregate Amortization Payments over the Amortization Period. During the Amortization Period, stated aboveinterest on Unremarketed Bonds shall accrue at the Purchaser Rate, be payable monthly in arrears on the first Business Day of each calendar month and be calculated on the basis of a 360-day year and actual days elapsed; provided, however, that the unpaid amount of each Amortization Payment shall be paid or caused to be paid by the Authority, or the City, on behalf of the Authority, in each year only to the extent of the then fair rental value with respect to the Project subject to the Project Lease for such Rental Period, and to the extent not so much thereof repaid, such Amortization Payment shall be paid or caused to be paid by the Authority, or the City, on behalf of the Authority, during each subsequent Rental Period, to the extent owed, to the extent of the then fair rental value with respect to the Project subject to the Project Lease for each such subsequent Rental Period, and such Amortization Payment shall continue to be an obligation of the City pursuant to the Project Lease to be paid on or before the expiration of the Amortization Period. The Authority, or the City, on behalf of the Authority, may prepay or cause to be prepaid the outstanding amount of any Amortization Payment in whole or in part with accrued interest to the date of such prepayment on the amount prepaid. Each Amortization Payment shall bear interest at the Purchaser Rate, payable monthly in arrears on the first day of each calendar month during the term of such Amortization Payment and on the date on which the final installment of principal of the Amortization Payment is payable. (c) The Authority shall pay within thirty (30) days after Purchaser’s written demand: (i) if an Event of Default shall have occurred, all costs and expenses of the Purchaser, including, but not limited to, the fees of reasonably required consultants to the Purchaser, in connection with advising the Purchaser as due to its rights and owing hereunderresponsibilities under this Agreement and the other Related Documents or in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Related Documents and such other documents which may be delivered in connection therewith; (ii) the reasonable fees and out-of-pocket expenses for counsel in connection with responding to requests from the Authority for approvals, consents and waivers; and (iii) any amounts advanced by or on behalf of the Purchaser to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document, together with interest accrued thereon at one of the following: If Default Rate. In addition, if at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default execution or delivery of this Agreement or other Related Documents, then, if the Authority lawfully may pay for such stamps, taxes or fees, the Authority shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Authority agrees to save the Purchaser harmless from and against any related agreements, (C) Borrower is in compliance and all liabilities with all terms respect to or resulting from any delay of the Agreement and all related agreementsAuthority in paying, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any or omission of the following occurAuthority to pay, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advancesuch stamps, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies taxes and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderfees hereunder.

Payment Obligations. The CONCESSIONAIRE shall comply with the payment of all duties, commercial exploitation fees, royalty payments, contributions, inputs and any other amount established by the APPLICABLE LAWS AND PROVISIONS. Once the period indicated in paragraph 17.1 of Clause 17 has elapsed, the CONCESSIONAIRE is entitled to grant a mortgage of its right of CONCESSION, in accordance with the provisions of Articles 885, subparagraph 7, and 1097 of the Civil Code and the APPLICABLE LAWS AND PROVISIONS. The request for authorization of the constitution of the mortgage, the constitution of the guarantee and its respective extrajudicial execution shall be governed by the following procedure: The CONCESSIONAIRE may constitute a mortgage on its right to CONCESSION, provided that it has the prior approval of the GRANTOR, and with OSIPTEL's favorable opinion. For value receivedsuch purpose, Borrowers promise to pay the CONCESSIONAIRE shall submit a written request for authorization to the Lender the principal sum equal GRANTOR, with a copy to the Loan Request, stated above, or so much thereof as due and owing hereunderOSIPTEL, together with interest accrued thereon at one the draft mortgage agreement and its respective annexes. OSIPTEL shall issue an opinion within ten (10) DAYS following the date of receipt of the following: If authorization request submitted by the Loan is identified CONCESSIONAIRE and shall forward it to the GRANTOR. The GRANTOR shall issue an opinion within fifteen (15) DAYS counted as Revolving of the expiration of the term for OSIPTEL to issue an opinion. The request shall be denied if it has not foreseen that the CONCESSION may only be transferred to whoever complies with the prequalification requirements set forth in the Loan Type on Borrower’s Loan CommitmentBIDDING TERMS, as well as with the requirements set forth in the GENERAL REGULATIONS for the present case. Once the request has been submitted with the requirements established in this clause, and twenty-five (25) DAYS have elapsed without the GRANTOR having made a decision or, having requested an extension for an equal period, without the GRANTOR having made no decision either, it shall be understood that the CONCESSIONEE'S request has been authorized by the GRANTOR, provided that OSIPTEL has issued a favorable opinion within the term established in the preceding paragraph. The execution of the mortgage shall require the favorable opinion of the GRANTOR so that the concession right can only be transferred in favor of whoever complies, at least, with the requirements established in the BIDDING TERMS of the promotion process, as established in paragraph 26.2 of Legislative Decree No. 1362 as amended, and shall be done following the principles and mechanisms established for the execution of the mortgage in the present Clause, execution procedure that shall be included in the corresponding mortgage contract. The foreclosure procedure of the CONCESSION shall be carried out under the direction of the GRANTOR and with the participation of OSIPTEL, and shall be mandatorily governed by the following rules: The decision of the creditor(s) to exercise its right to foreclose the CONCESSION granted in its favor, and the breach of obligations in which the CONCESSIONAIRE would have incurred that motivate such decision shall be communicated in writing to the GRANTOR, OSIPTEL and the CONCESSIONAIRE, in a reliable manner, and no less than fifteen (15) DAYS prior to the exercise of any action or adaptation of measures that may directly or indirectly jeopardize the CONCESSION. Within such term, the following language will apply: REVOLVING LOAN: This is GRANTOR shall issue its favorable opinion to the foreclosure of the mortgage. From that moment on, after the favorable opinion of the GRANTOR and confirmed the default, (i) the GRANTOR may not declare the termination of the CONTRACT and shall be obliged to immediately start the necessary arrangements with OSIPTEL and with the creditor(s), in order to appoint the legal person that, according to the same terms provided in the CONCESSION CONTRACT and with a revolving loan. ▇▇▇▇▇▇ ▇▇▇remuneration to be agreed with the creditor(s) without the payment of such remuneration being totally or partially assumed by the GRANTOR, from time to timeshall act as controller and shall be temporarily in charge of the operation of the CONCESSION, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodtime required for the replacement of the CONCESSIONAIRE referred to in the following points and, (ii) no act of the CONCESSIONAIRE may suspend the foreclosure procedure, and may not carry out acts other than the payment of the unfulfilled obligations, which may hinder or prevent the foreclosure of the mortgage. The “Draw Period” shall be CONCESSIONAIRE unconditionally, irrevocably and expressly agrees and undertakes, under liability, not to file any action, lawsuit, complaint, request or petition for precautionary measures of any kind that may have the period purpose of time prior to maturity affecting, interrupting, suspending, hindering, impeding, preventing or enervating the legal effects and the application of the Loan during which all foreclosure procedure established in this Clause, as well as the appointment of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all controller and of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lendernew CONCESSIONAIRE.

Payment Obligations. For value received, Borrowers promise All payments made on your Account must be made in U.S. Dollars and according to pay to the Lender the principal sum equal to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving methods set forth in this section 14(a)(i)-(iv). Any check or money order used to make a payment on your Account must be drawn on a financial institution located in the Loan Type on Borrower’s Loan Commitment, United States or its territories. You may not use proceeds of other loans with us or Cash Advances (including Convenience Checks) to make payments to your Account. You may make payments to your Account by any of the following language will applymethods: i) You may automatically make recurring payments via Automated Clearing House (“ACH”) direct debit transactions by authorizing us to automatically debit your deposit account by executing and delivering to us the written Direct Debit Authorization included with your Account application or which you may obtain from us by contacting us at the number in section 16. ii) Payments may be made by delivering your payments to our office location(s) during regular business hours if accompanied by your Account Number or payment stub. iii) Payments may be made by telephone if accompanied by your Account Number and you call the following number: REVOLVING LOAN(▇▇▇) ▇▇▇-▇▇▇▇ iv) Payments may be made by mail if all of the following requirements are met: (1) Accompanied by your Account Number or payment stub; (2) Paid by check or money order (do not send cash by mail); and (3) Sent to the following address: This is a revolving loanCustomer Service ▇.▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied▇, at ▇▇ ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on -▇▇▇▇▇▇▇▇’s behalf v) Payments may be made electronically via ACH or another payment method if accompanied by your Account Number, your name and the payment amount. We may accept payments that are late, are partial payments, are made with other negotiable instruments, or are marked with restrictive endorsements such as “payment in full” without losing any of our rights under this Agreement. If we accept a payment that does not conform to the following occurrequirements set forth in this section 14(a), at ▇▇▇▇▇▇’s sole discretion: (A) finance charges may accrue for the total period between the day we receive your payment and the day we credit the payment to your Account. If we accept a payment for an amount in excess of a requested Advanceyour New Balance, when combined with the current principal balance of the Loan, would cause your Credit Limit will not be increased by the amount due under this Agreement of such overpayment, nor shall we be required to exceed the credit limit stated authorize Transactions for an amount in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default excess of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderyour Credit Limit.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as Lender shall have authorized and which is due and owing hereunder, together with interest accrued thereon at one as follows: Interest Rate: The rate of the following: If the Loan is identified as Revolving interest shall be specified in the Loan Type on Borrower’s Loan Commitment, Commitment which will be sent to the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances Borrower upon approval of principal to Borrower the loan (“AdvancesLoan Commitment”) upon ). ▇▇▇▇▇▇▇▇’s request during ▇ understands that the Draw Period. The “Draw Period” shall be the period rate of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all interest and other key terms of the Agreement and all related agreements, and (D) loan have not yet been determined as of the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms execution of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time application but will be identified in set by the Loan CommitmentLender based on various factors at such time as the loan may be approved. If the loan is approved, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur▇ will be informed in writing, at in a Loan Commitment, what these additional terms are. ▇▇▇▇▇▇’s sole discretion: (A) ▇▇ agrees that acceptance of the total benefit of a requested Advancethe loan, when combined whether by receipt of funds, or by the benefit of transfers or payments made on behalf of Borrower connected with the current principal balance loan, or otherwise, constitutes Borrower’s acceptance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated terms provided in the Loan Commitment; (B) , including any conditions, and that if upon receipt and review of a Loan Commitment Borrower finds the Maturity Date (as defined terms, including the interest rate, unacceptable for any reason, Borrower may decline the lending described in the Loan Commitment by not requesting advances thereon. Interest will be calculated on the basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as set forth in the Borrower’s Loan Commitment) or . If any amount is due and owing 90 days after the Draw Period has passed; (C) Borrower is in default maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement or any other agreement with Lender; (D) and the Advance is Borrower’s Loan Commitment. Borrowers shall not allowed be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lendershall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Base Rate Loans assigned to the Assignee hereunder, and (b) with respect to each LIBOR Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, or (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such LIBOR Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such LIBOR Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such LIBOR Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by Borrower with respect to any LIBOR Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such LIBOR Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any LIBOR Loan Request, stated above, or so much thereof as due which is existing on the Payment Date and owing hereunder, together with interest accrued thereon at one assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan CommitmentInterest Period applicable to such LIBOR Loan, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time Assignee shall remit to time, make advances the Assignor the excess of principal the prepayment penalty paid with respect to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodportion of such LIBOR Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The “Draw Period” shall be Assignee will also promptly remit to the period of time Assignor (y) any principal payments received from the Agent with respect to LIBOR Loans prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsPayment Date, and (Dz) any amounts of interest on Loans and fees received from the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Agent which relate to the terms portion of this Agreement. Borrower understands that the maximum amount of revolving credit available Loans assigned to Borrower at any one point in time will be identified the Assignee hereunder for periods prior to the Effective Date, in the Loan Commitmentcase of Base Rate Loans or fees, or the Payment Date, in the case of LIBOR Loans, and regardless not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. *Each Assignor may insert its standard payment provisions in lieu of any amount specified the payment terms included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value received(a) Except as otherwise provided under this Agreement, Borrowers promise to pay to the Lender extent that the principal sum payor Tax Party has a payment obligation to the payee Tax Party pursuant to this Article V, the payee Tax Party shall provide the payor Tax Party with its calculation of the amount of such obligation. The documentation of such calculation shall provide sufficient detail to permit the payor Tax Party to reasonably understand the calculation. All payment obligations shall be made to the payee Tax Party or to the appropriate Tax Authority as specified by the payee Tax Party within 30 days after delivery by the payee Tax Party to the payor Tax Party of written notice of a payment obligation. Any disputes with respect to payment obligations under this Article V shall be resolved in accordance with Section 5.5. (b) All actions required to be taken by any Tax Party pursuant to this Article V shall be performed within the time prescribed for performance in this Article V, or, if no period is prescribed, such actions shall be performed promptly. (c) Payments pursuant to this Article V that are not made within the period prescribed therefor in this Article V shall bear interest (compounded daily) from and including the date immediately following the last date of such period through and including the date of payment at a rate equal to the Loan Request, stated above, federal short-term rate or so much thereof as due and owing hereunder, together with interest accrued thereon at one rates established pursuant to Section 6621 of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be Code for the period of time prior to maturity of the Loan during which all such payment is due but unpaid. (d) The Tax Parties to this Article V hereby agree to retain and provide on proper demand by any Tax Authority (subject to any applicable privileges) the books, records, documentation and other information relating to any Tax Return until the later of (i) the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all expiration of the applicable loan program requirementsstatute of limitations (giving effect to any extension, waiver or mitigation thereof), (Bii) Borrower is not the date specified in default of this Agreement or any related agreementsan applicable records retention agreement entered into with a Tax Authority, (Ciii) Borrower is in compliance a Final Determination made with all terms of the Agreement and all related agreements, respect to such Tax Return and (Div) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless final resolution of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due claim made under this Agreement for which such information is relevant. (e) Each Tax Party agrees (i) not to exceed the credit limit stated take any action reasonably expected to result in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) a new or the Draw Period has passed; (C) Borrower changed Tax Item that is in default of this Agreement or detrimental to any other agreement with LenderTax Party and (ii) to take any action reasonably requested by any other Tax Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Tax Party; (D) provided, that such action does not result in any additional cost not fully compensated for by the Advance requesting Tax Party. The Tax Parties hereby acknowledge that the preceding sentence is not allowed intended to limit, and therefore shall not apply to, the rights of the Tax Parties with respect to matters otherwise covered by this Article V. (f) Except as provided in Section 5.1(c), all payments to be made under this Article V shall be made without setoff, counterclaim or withholding, all of which are expressly waived by the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability Tax Parties to satisfy Borrower’s obligations to Lender, as determined solely the fullest extent permitted by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderapplicable law.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the Purchased Percentage of the Assignor's Commitment, Committed Loans and Letter of Credit Liabilities. The Assignee shall advance funds directly to the Administrative Agent with respect to each Committed Loan and reimbursement payments made on or after the Effective Date. In consideration for the transfer of the assigned obligations hereunder, with respect to each Committed Loan made by the Assignor outstanding on the Effective Date, the Assignee shall pay the Assignor on the Effective Date (or, if Assignee so elects with respect to each Committed Loan bearing interest at a Fixed Rate, on the Payment Date, as hereinafter defined) an amount equal to the Purchased Percentage of any such Committed Loan. If the Assignee elects to make such payment on the Effective Date, with respect to any Loan made by Assignor outstanding on the Effective Date which bears interest at a fixed rate (each an "Outstanding Fixed Rate Loan"), Assignee shall be entitled to receive interest at a rate agreed upon by the Assignee and the Assignor (the "Outstanding Fixed Rate Loan Interest Rate") for the remainder of the existing Interest Period. When Assignee receives interest on the Purchased Percentage of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the excess of (a) the interest received by Assignee on the Outstanding Fixed Rate Loan over (b) the Outstanding Fixed Rate Loan Interest Rate. In the event Assignee elects not to pay the Assignor the Purchased Percentage of any such Outstanding Fixed Rate Loan on the Effective Date, the Assignee shall pay the Assignor an amount equal to the Purchased Percentage of such Outstanding Fixed Rate Loan (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Outstanding Fixed Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"). In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Outstanding Fixed Rate Loan sold by the Assignor to the Assignee pursuant to the preceding sentence, the Assignee shall pay to the Lender the principal sum equal to the Assignor interest for such period on such Outstanding Fixed Rate Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirementsrate provided by the Credit Agreement. In the event of a prepayment of any Outstanding Fixed Rate Loan, Assignee shall remit to Assignor the excess of (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (Da) the Loan has not matured. Repayment of principal reinstates amount received by the Assignee as breakage costs over (b) the amount which would have been received by the Assignee as a prepayment penalty if the amount of revolving credit availableprepayment penalty was based on the Outstanding Fixed Rate Loan Interest Rate. On and after the Effective Date, the Assignee will also remit to the Assignor any amounts of interest on Loans and fees received from the Administrative Agent which relate to the Purchased Percentage of Loans made by the Assignor accrued for periods prior to the Effective Date or the Payment Date as applicable. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. ***[This Section subject to modification by the terms of this Agreement. Borrower understands that Assignor and the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lender.Assignee]***

Payment Obligations. For value received(a) Except as otherwise provided under this Agreement, Borrowers promise to pay to the Lender extent that the principal sum payor Tax Party has a payment obligation to the payee Tax Party pursuant to this Article VII, the payee Tax Party shall provide the payor Tax Party with its calculation of the amount of such obligation. The documentation of such calculation shall provide sufficient detail to permit the payor Tax Party to reasonably understand the calculation. All payment obligations shall be made to the payee Tax Party or to the appropriate Tax Authority as specified by the payee Tax Party within 30 days after delivery by the payee Tax Party to the payor Tax Party of written notice of a payment obligation. Any disputes with respect to payment obligations under this Article VII shall be resolved in accordance with Section 7.5. (b) All actions required to be taken by any Tax Party pursuant to this Article VII shall be performed within the time prescribed for performance in this Article VII, or, if no period is prescribed, such actions shall be performed promptly. (c) Payments pursuant to this Article VII that are not made within the period prescribed therefor in this Article VII shall bear interest (compounded daily) from and including the date immediately following the last date of such period through and including the date of payment at a rate equal to the Loan Request, stated above, federal short-term rate or so much thereof as due and owing hereunder, together with interest accrued thereon at one rates established pursuant to Section 6621 of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be Code for the period of time prior to maturity of the Loan during which all such payment is due but unpaid. (d) The Tax Parties to this Article VII hereby agree to retain and provide on proper demand by any Tax Authority (subject to any applicable privileges) the books, records, documentation and other information relating to any Tax Return until the later of (i) the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all expiration of the applicable loan program requirementsstatute of limitations (giving effect to any extension, waiver or mitigation thereof), (Bii) Borrower is not the date specified in default of this Agreement or any related agreementsan applicable records retention agreement entered into with a Tax Authority, (Ciii) Borrower is in compliance a Final Determination made with all terms of the Agreement and all related agreements, respect to such Tax Return and (Div) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless final resolution of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due claim made under this Agreement for which such information is relevant. (e) Each Tax Party agrees (i) not to exceed the credit limit stated take any action reasonably expected to result in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) a new or the Draw Period has passed; (C) Borrower changed Tax Item that is in default of this Agreement or detrimental to any other agreement with LenderTax Party and (ii) to take any action reasonably requested by any other Tax Party that would reasonably be expected to result in a new or changed Tax Item that produces a benefit or avoids a detriment to such other Tax Party; (D) provided, that such action does not result in any additional cost not fully compensated for by the Advance requesting Tax Party. The Tax Parties hereby acknowledge that the preceding sentence is not allowed intended to limit, and therefore shall not apply to, the rights of the Tax Parties with respect to matters otherwise covered by this Article VII. (f) Except as provided in Section 7.1(c), all payments to be made under this Article VII shall be made without setoff, counterclaim or withholding, all of which are expressly waived by the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability Tax Parties to satisfy Borrower’s obligations to Lender, as determined solely the fullest extent permitted by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderapplicable law.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee ------------------- shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan becomes due (by acceleration or otherwise)(the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans or fees, or so much thereof as due the Payment Date, in the case of Eurodollar Loans, and owing hereundernot previously paid by the Assignee to the Assignor.] In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, together with interest accrued thereon at one then the party receiving such amount shall promptly remit it to the other party hereto. **Each Assignor may insert its standard payment provisions in lieu of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all payment terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value received, Borrowers promise (a) Customer unconditionally agrees to pay to MLBFS: (i) as to any drafts or claims drawn under or made in connection with any Letter of Credit, (without duplication) all amounts paid or payable by MLBFS or the Lender Issuing Bank under, pursuant to or in connection with such Letter of Credit on the date of payment by MLBFS or the Issuing Bank pursuant to such draw or claim except in the case of any draw under a Letter of Credit relating to the principal sum and interest portion of the purchase price of tendered Bonds which are subject to remarketing (any such draw, a "Liquidity Draw"), as to which Customer shall reimburse MLBFS on the date of the next two scheduled payments into the Sinking Fund following the date of such drawing, in an amount equal to such scheduled payments and, on the earlier of the 60th day after such draws and the termination of the Letter of Credit, in an amount equal to the Loan Requestbalance of such draws; (ii) all customary fees and charges of MLBFS in connection with such Letter of Credit and/or Application, stated abovewhich fees and charges shall be in such amount or at such rate as MLBFS shall determine in its sole discretion; and (iii) any and all expenses, obligations or so much thereof charges paid or incurred by MLBFS, the applicable Issuing Bank or any of its correspondents in connection with such Letter of Credit and/or the applicable CLC Agreement, provided that, notwithstanding anything in the CLC Agreement or otherwise, in no event shall Customer be required to pay any commission or commitment fee to any Issuing Bank (or reimburse MLBFS for any such commission or commitment) in connection with the issuance of a Letter of Credit (other than the commitment fee payable to MLBFS as due and owing hereunder, together with interest accrued thereon at one described below). A schedule of the following: If current fees, charges and limitations applicable to any Letter of Credit issued pursuant hereto is set forth on EXHIBIT D attached hereto and hereby made a part hereof. The commitment fee referred to on said EXHIBIT D was calculated by multiplying (x) .0125 by (y) an amount equal to the Loan is identified as Revolving available face amount of the Letter of Credit on the Closing Date less the amount on deposit in the Loan Type Sinking Fund on Borrower’s Loan Commitmentsuch date and shall apply only with respect to the period between the date hereof and the current Maturity Date of the WCMA L/C Line of Credit. In the event of any extension of the Maturity Date for the WCMA L/C Line of Credit and/or renewal of the WCMA L/C Line of Credit, an additional commitment fee in an amount equal to the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances product of principal to Borrower (“Advances”x) upon ▇▇▇▇▇▇▇▇’s request during .0125 and (y) the Draw Periodavailable face amount of all outstanding or requested Letter(s) of Credit less the amount then on deposit in the Sinking Fund shall be payable on the date of such renewal. The “Draw Period” acceptance of any commitment fee by MLBFS shall not in any event obligate MLBFS to consent to the issuance of any Letter of Credit or particular number of Letters of Credit. No commitment fees or charges shall be refundable under any circumstances. (b) Provided that no Event of Default shall then have occurred and is continuing, within a reasonable time after the period presentation of time prior any drafts or other third party claims in connection with any Letter of Credit, MLBFS will reinstate the WCMA L/C Line of Credit by an amount equal to maturity the amount, if any, by which the related Letter(s) of Credit are reinstated. (c) Without limiting in any way Customer's obligations to pay MLBFS any amounts due pursuant to or in connection with any Letter of Credit, this Loan Agreement or the Loan during which applicable CLC Agreement, Customer hereby irrevocably authorizes MLBFS to pay on Customer's behalf any and all amounts due pursuant to or in connection with any Letter of Credit or the following are satisfiedapplicable CLC Agreement, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all upon the demand of the applicable loan program requirementsIssuing Bank for payment. (d) In order to make such payments to the applicable Issuing Bank on Customer's behalf, or to MLBFS for the fees and charges referred to above or other sums payable, Customer hereby irrevocably authorizes MLBFS to: (Bi) Borrower is not debit Customer's WCMA Account under the LC Line WCMA Agreement, electronically, by draft, and/or by any other means that MLBFS may in default its sole discretion deem appropriate, and Customer understands and agrees that such debit may, without limitation, cause the liquidation of this Agreement any investments in Money Accounts in such WCMA Account (other than any investments constituting any Minimum Money Accounts Balance under the WCMA Directed Reserve Program) and Customer irrevocably authorizes MLPF&S to effect such liquidation to pay the amounts to MLBFS; and (ii) should there be an insufficient amount of or no cash, or other assets available in Customer's WCMA Account, advance funds from Customer's WCMA L/C Line of Credit on account thereof all without notice to or any related agreementsseparate consent of Customer. (e) All payments to which MLBFS is entitled shall be made to MLBFS by Customer free and clear of and without deduction for any present and future foreign taxes, (C) Borrower is in compliance with all terms exchange regulation charges or other levies, deductions or withholdings of the Agreement and all related agreementsany kind, and (D) the Loan has not maturedshall be made in United States currency. Repayment of principal reinstates the amount of revolving credit available, subject All amounts which are payable to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due MLBFS under this Agreement Article VI shall bear interest at the Applicable Interest Rate from and including the date payment is due to exceed but excluding the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderdate paid.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Advances assigned to the Assignee hereunder, and (b) with respect to each LIBOR Advance made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such LIBOR Advance either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such LIBOR Advance assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such LIBOR Advance shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such LIBOR Advance (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by Borrower with respect to any LIBOR Advance sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such LIBOR Advance sold by the Assignor to the Loan Request, stated above, or so much thereof as due Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any LIBOR Advance which is existing on the Payment Date and owing hereunder, together with interest accrued thereon at one assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan CommitmentInterest Period applicable to such LIBOR Advance, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time Assignee shall remit to time, make advances the Assignor the excess of principal the prepayment penalty paid with respect to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodportion of such LIBOR Advance assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The “Draw Period” shall be Assignee will also promptly remit to the period of time Assignor (x) any principal payments received from the Agent with respect to LIBOR Advances prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsPayment Date, and (Dy) any amounts of interest on Loans and fees received from the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Agent which relate to the terms portion of this Agreement. Borrower understands that the maximum amount of revolving credit available Loans assigned to Borrower at any one point in time will be identified the Assignee hereunder for periods prior to the Effective Date, in the Loan Commitmentcase of Floating Rate Loans, or the Payment Date, in the case of LIBOR Loans, and regardless not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. * Each Assignor may insert its standard payment provisions in lieu of any amount specified the payment terms included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value received, Borrowers promise The Borrower agrees to pay to the Lender the principal sum equal to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one Issuer of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances any Letter of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates Credit the amount of revolving credit availableall Reimbursement Obligations owing to such Issuer under any Letter of Credit issued for its account no later than the date (the "Reimbursement Date") that is one (1) Business Day after the Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, subject to the terms irrespective of this Agreement. Borrower understands any claim, set-off, defense or other right that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may have at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement against such Issuer or any other agreement with Lender; (D) Person. In the Advance is event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability have repaid such amount to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided such Issuer pursuant to this Agreement clause (i) or such payment is rescinded or set aside for purposes other than those authorized any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed from (i) the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable to Base Rate Loans and (ii) the Reimbursement Date to the date of repayment in full in cash, at the rate of interest applicable to past due Revolving Loans bearing interest at a rate based on the Base Rate during such period, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment (as determined pursuant to clause (h) of Section 2.4 (Lenders' Purchase of Interest and Participation) in Dollars and in immediately available funds. If the Administrative Agent so notifies such Lender prior to 11:00 A.M. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Lender, such Lender shall, notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan to the Borrower in the principal amount of such payment. Whenever any Issuer receives from the Borrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Lender pursuant to this clause (i), such Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender, in immediately available funds, an amount equal to such Lender's Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Paying Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Paying Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. If interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. If a prepayment of any Eurodollar Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment indemnity paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment indemnity had been calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Paying Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Paying Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or so much thereof as due and owing hereunderthe Payment Date, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances case of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsEurodollar Loans, and (D) not previously paid by the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Assignee to the terms of Assignor.]1 If either party hereto receives any payment to which the other party hereto is entitled under this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Assignment Agreement, then the actual credit available hereunder party receiving such amount shall not exceed promptly remit it to the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.

Payment Obligations. For value received(a) The Agency hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Bank under the Bond Documents and to pay any other Obligations owing to the Lender Bank whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the principal sum equal rate or rates provided in such Bond Documents and under such Obligations. (i) The Agency shall pay the Purchase Price of the Bonds on the Mandatory Purchase Date; provided, however, if on the Mandatory Purchase Date the conditions set forth in clause (ii) below are satisfied, the Agency shall not be required to pay the Purchase Price for the Bonds on the Mandatory Purchase Date except to the Loan Requestextent of available proceeds from the remarketing of the Bonds. In the event that the conditions in clause (ii) are satisfied on the Mandatory Purchase Date, stated abovethe available proceeds from the remarketing of the Bonds shall, to the extent available, be applied to pay the Purchase Price for the Bonds and that portion of Bonds for which the Purchase Price cannot be paid from such proceeds shall instead be repaid in accordance with the amortization provisions set forth in Section [ ] of the Fiscal Agent Agreement, such that the Purchase Price of the Bonds shall be paid to the Bank in full on the third anniversary of the Mandatory Purchase Date, subject to the earlier remarketing, repayment, acceleration, prepayment or so much thereof as redemption of the Bonds. (ii) The Purchase Price of the Bonds is due and owing hereunderpayable in full on the Mandatory Purchase Date unless on such date the following conditions are satisfied: (A) no Default shall have occurred and be continuing and (B) the Agency shall be deemed to have made on and as of such date each of the representations and warranties of the Agency made in this Agreement and in any certificate or document delivered in connection with this Agreement and each such representation and warranty shall continue to be accurate and complete in all material respects on and as of such date. (c) The Agency shall pay within thirty (30) days after demand: (i) if an Event of Default shall have occurred, all reasonable costs and expenses of the Bank in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Bond Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment of any Bond Document, consent by the Bank or waiver by the Bank under any Bond Document, in each case in a minimum amount of $2,500; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bank in connection with advising the Bank as to its rights and responsibilities under this Agreement and the other Bond Documents or in connection with responding to requests from the Agency for approvals, consents and waivers; (iv) any amounts advanced by or on behalf of the Bank to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Bond Document, together with interest accrued thereon at one the Default Rate; and (v) all reasonable fees, costs and expenses of any consultants providing services to the following: If Agency or the Loan is identified as Revolving Bank in accordance with this Agreement. In addition, if at any time any Governmental Board shall require revenue or other documentary stamps or any other tax in connection with the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default execution or delivery of this Agreement or other Bond Documents, then, if the Agency lawfully may pay for such stamps, taxes or fees, the Agency shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Agency agrees to save the Bank harmless from and against any related agreementsand all liabilities with respect to or resulting from any delay of Agency in paying, or omission of Agency to pay, such stamps, taxes and fees hereunder. (Cd) Borrower is in compliance with all terms The Bonds are special limited obligations of the Agreement Agency and all related agreementsare payable, as to interest thereon and principal thereof, exclusively from Subordinate Housing Set- Aside Amounts, and (D) the Loan has Agency is not maturedobligated to pay them except from Subordinate Housing Set-Aside Amounts. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified Notwithstanding anything in this Agreement, the actual credit available hereunder Agency shall not exceed be required to pay or advance any moneys derived from any source other than the credit limit stated in Subordinate Housing Set-Aside Amounts for the Loan Commitmentpayment of the principal of or interest (and premium, if any) on the Bonds, or for any other purpose of this Agreement. Borrower understands that Lender Nevertheless, the Agency may at advance, but shall not be required under any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if circumstances whatsoever, for any of the following occurpurposes hereof, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance any funds of the LoanAgency which may be made available to it for such purposes. The Bonds are not a debt of the City, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default State of this Agreement California or any other agreement with Lender; (D) of its political subdivisions, and neither said City, said State nor any of its political subdivisions is liable therefor, nor in any event shall the Advance is not allowed under the then existing policies and procedures Bonds be payable out of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; any funds or (F) Borrower has applied funds provided pursuant to this Agreement for purposes properties other than those authorized by Lenderof the Agency pledged therefor as provided in the Fiscal Agent Agreement. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Fixed Rate Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Fixed Rate Loan becomes due (by acceleration or otherwise)(the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Fixed Rate Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Fixed Rate Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Fixed Rate Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Fixed Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Fixed Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Fixed Rate Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Fixed Rate Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Fixed Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Fixed Rate Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans or fees, or so much thereof as due the Payment Date, in the case of Fixed Rate Loans, and owing hereundernot previously paid by the Assignee to the Assignor.]** In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, together with interest accrued thereon at one then the party receiving such amount shall promptly remit it to the other party hereto. **Each Assignor may insert its standard payment provisions in lieu of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all payment terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the Purchased Percentage of the Assignor's Commitment and Ratable Portion of Loans and other Obligations. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date. In consideration for the sale and assignment of Loans hereunder, (i) with respect to all Prime Rate Loans made by the Assignor outstanding on the Effective Date, the Assignee shall pay the Assignor, on the Effective Date, an amount in Dollars equal to the Purchased Percentage of all such Prime Rate Loans, and (ii) with respect to each LIBOR Loan made by the Assignor outstanding on the Effective Date, on the earliest of (a) the last day of the Interest Period therefor or (b) such earlier date agreed to by the Assignor and the Assignee or (c) the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the earliest such date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount in Dollars equal to the Purchased Percentage of such LIBOR Loan. On and after the Effective Date, the Assignee will also remit to the Assignor any amounts of interest on Loans and fees received from the Agent which relate to the Purchased Percentage of Loans made by the Assignor and other Obligations accrued for periods prior to the Payment Date, in the case of LIBOR Loans, or the Effective Date, in the case of Prime Rate Loans and other Obligations, and not theretofore paid by the Assignee to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any LIBOR Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor on demand the principal sum equal Purchased Percentage of interest for such period on such LIBOR Loan at the applicable rate provided by the Credit Agreement. In the event that either party hereto receives any payment to which (or to a portion of which) the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it (or such portion) to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.

Payment Obligations. For value received, Borrowers promise to pay to the order of Lender the principal sum equal to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one of the followingfollowing rates of interest: If the Loan is identified Interest Rate. The rate of interest shall be a variable rate of interest, as Revolving specified in the Loan Type on Borrower’s Loan Commitment, Commitment which will be sent to the following language will apply: REVOLVING LOAN: This is a revolving Borrower upon approval of the loan. ▇▇▇▇▇▇ ▇▇▇▇ understands that the rate of interest and other key terms of the loan have not yet been determined as of the execution of this application but will be set by the Lender based on various factors at such time as the loan may be approved. If the loan is approved, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time ▇ will be identified informed in the writing, in a Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitmentwhat these additional terms are. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any ▇ agrees that acceptance of the following occurbenefit of the loan, at ▇▇▇▇▇▇’s sole discretion: (A) whether by receipt of funds, or by the total benefit of a requested Advance, when combined transfers or payments made on behalf of Borrower connected with the current principal balance loan, or otherwise, constitutes Borrower’s acceptance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated terms provided in the Loan Commitment; (B) . Interest will be calculated on the Maturity Date (basis of actual number of days elapsed in a year of 360 days. The principal sum due and owing hereunder, together with the interest accrued thereon, shall be due and payable on or before the maturity date as defined set forth in the Borrower’s Loan Commitment) or . If any amount is due and owing 90 days after the Draw Period has passed; (C) Borrower is in default maturity date, Borrowers will be charged 5.000% of the unpaid principal portion due and owing on the maturity date. Upon default, including failure to pay upon final maturity, the total sum due under this Note will accrue interest at the specified interest rate under this Agreement or any other agreement with Lender; (D) and the Advance is Borrower’s Loan Commitment. Borrowers shall not allowed be required to pay the interest in excess of the amount permitted by applicable law and the final amount due under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lendershall be adjusted so that the total interest actually paid will equal the maximum amount that may be lawfully collected.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall ------------------- be entitled to receive from the Administrative Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Administrative Agent with respect to all Loans made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (b) with respect to each Eurodollar Rate Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, on the earliest of (i) the last day of the Interest Period therefor, (ii) such earlier date agreed to by the Assignor and the Assignee and (iii) the date on which any such Eurodollar Rate Loan either becomes due (by acceleration or otherwise) or is prepaid (such earliest date being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an ------------ amount equal to the principal amount of the portion of such Eurodollar Rate Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Rate Loan shall be the Effective Date, they shall agree on the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Rate Loan (the "Agreed Interest Rate") and any interest received by -------------------- the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Rate Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Rate Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Rate Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Rate Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Rate Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (a) any principal payments received from the Administrative Agent with respect to Eurodollar Rate Loans prior to the Payment Date and (b) any amounts of interest on Loans and fees received from the Administrative Agent which relate to the portion of the Loans or Commitment assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or so much thereof as due and owing hereunderthe Payment Date, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances case of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsEurodollar Rate Loans, and (D) not previously paid by the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Assignee to the terms of Assignor.]/1/ In the event that either party hereto receives any payment to which the other party hereto is entitled under this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Assignment Agreement, then the actual credit available hereunder party receiving such amount shall not exceed promptly remit it to the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee ------------------- shall be entitled to receive from the Agent (or the LC Issuer, as the case may be) all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent (or the LC Issuer, as the case may be) with respect to all Loans and Reimbursement Obligations made on or after the Effective Date with respect to the interest assigned hereby. [With respect to the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurocurrency Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Eurocurrency Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurocurrency Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurocurrency Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurocurrency Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Eurocurrency Interest Period applicable to such Eurocurrency Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurocurrency Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurocurrency Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurocurrency Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Eurocurrency Interest Period applicable to such Eurocurrency Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurocurrency Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurocurrency Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or so much thereof as due and owing hereunderthe Payment Date, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances case of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsEurocurrency Loans, and (D) not previously paid by the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Assignee to the terms of Assignor.] In the event that either party hereto receives any payment to which the other party hereto is entitled under this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Assignment Agreement, then the actual credit available hereunder party receiving such amount shall not exceed promptly remit it to the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.

Payment Obligations. For value receivedOn and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. **[In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan becomes due (by acceleration or otherwise) (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrowers promise with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Alternate Base Rate Loans or fees, or so much thereof as due the Payment Date, in the case of Eurodollar Loans, and owing hereundernot previously paid by the Assignee to the Assignor.]** In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, together with interest accrued thereon at one then the party receiving such amount shall promptly remit it to the other party hereto. **Each Assignor may insert its standard payment provisions in lieu of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all payment terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Advances assigned to the Assignee hereunder, and (b) with respect to each Eurodollar Advance made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such Eurodollar Advance either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Advance assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Advance shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Advance (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by Group with respect to any Eurodollar Advance sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Advance sold by the Assignor to the Loan Request, stated above, or so much thereof as due Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Advance which is existing on the Payment Date and owing hereunder, together with interest accrued thereon at one assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan CommitmentInterest Period applicable to such Eurodollar Advance, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time Assignee shall remit to time, make advances the Assignor the excess of principal the prepayment penalty paid with respect to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodportion of such Eurodollar Advance assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The “Draw Period” shall be Assignee will also promptly remit to the period of time Assignor (x) any principal payments received from the Agent with respect to Eurodollar Advances prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsPayment Date, and (Dy) any amounts of interest on Loans and fees received from the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Agent which relate to the terms portion of this Agreement. Borrower understands that the maximum amount of revolving credit available Loans assigned to Borrower at any one point in time will be identified the Assignee hereunder for periods prior to the Effective Date, in the Loan Commitmentcase of Floating Rate Loans, or the Payment Date, in the case of Eurodollar Loans, and regardless not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. * Each Assignor may insert its standard payment provisions in lieu of any amount specified the payment terms included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value received(a) The Agency hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Bank under the Bond Documents and to pay any other Obligations owing to the Lender Bank whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the principal sum equal rate or rates provided in such Bond Documents and under such Obligations. (i) The Agency shall pay the Purchase Price of the Bonds on the Mandatory Purchase Date; provided, however, if on the Mandatory Purchase Date the conditions set forth in clause (ii) below are satisfied, the Agency shall not be required to pay the Purchase Price for the Bonds on the Mandatory Purchase Date except to the Loan Requestextent of available proceeds from the remarketing of the Bonds. In the event that the conditions in clause (ii) are satisfied on the Mandatory Purchase Date, stated abovethe available proceeds from the remarketing of the Bonds shall, to the extent available, be applied to pay the Purchase Price for the Bonds and that portion of Bonds for which the Purchase Price cannot be paid from such proceeds shall instead be repaid in accordance with the amortization provisions set forth in Section 4.01(c) of the Fiscal Agent Agreement, such that the Purchase Price of the Bonds shall be paid to the Bank in full on the third anniversary of the Mandatory Purchase Date, subject to the earlier remarketing, repayment, acceleration, prepayment or so much thereof as redemption of the Bonds. 4833-0482-6414.3 (ii) The Purchase Price of the Bonds is due and owing hereunderpayable in full on the Mandatory Purchase Date unless on such date the following conditions are satisfied: (A) no Default shall have occurred and be continuing and (B) the Agency shall be deemed to have made on and as of such date each of the representations and warranties of the Agency made in this Agreement and in any certificate or document delivered in connection with this Agreement and each such representation and warranty shall continue to be accurate and complete in all material respects on and as of such date. (c) The Agency shall pay within thirty (30) days after demand: (i) if an Event of Default or Special Termination Event shall have occurred, all reasonable costs and expenses of the Bank in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Bond Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment of any Bond Document, consent by the Bank or waiver by the Bank under any Bond Document, in each case in a minimum amount of $2,500; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bank in connection with advising the Bank as to its rights and responsibilities under this Agreement and the other Bond Documents or in connection with responding to requests from the Agency for approvals, consents and waivers; (iv) any amounts advanced by or on behalf of the Bank to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or under any other Bond Document, together with interest accrued thereon at one the Default Rate; and (v) all reasonable fees, costs and expenses of any consultants providing services to the following: If Agency or the Loan is identified as Revolving Bank in accordance with this Agreement. In addition, if at any time any Governmental Board shall require revenue or other documentary stamps or any other Tax in connection with the Loan Type on Borrower’s Loan Commitmentexecution, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇delivery or enforcement of, from time to timeor otherwise with respect to, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement other Bond Documents, then, if the Agency lawfully may pay for such stamps, Taxes or fees, the Agency shall pay, when due and payable, for all such stamps, Taxes and fees, including interest and penalties thereon, and the Agency agrees to save the Bank harmless from and against any and all related agreementsliabilities with respect to or resulting from any delay of Agency in paying, or omission of Agency to pay, such stamps, Taxes and fees hereunder. (d) The Bonds are special limited obligations of the Agency and are payable, as to interest thereon and principal thereof, exclusively from Subordinate Housing Set- Aside Amounts, and (D) the Loan has Agency is not maturedobligated to pay them except from Subordinate Housing Set-Aside Amounts. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified Notwithstanding anything in this Agreement, the actual credit available hereunder Agency shall not exceed be required to pay or advance any moneys derived from any source other than the credit limit stated in Subordinate Housing Set-Aside Amounts for the Loan Commitmentpayment of the principal of or 4833-0482-6414.3 interest (and premium, if any) on the Bonds, or for any other purpose of this Agreement. Borrower understands that Lender Nevertheless, the Agency may at advance, but shall not be required under any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if circumstances whatsoever, for any of the following occurpurposes hereof, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance any funds of the LoanAgency which may be made available to it for such purposes. The Bonds are not a debt of the City, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default State of this Agreement California or any other agreement with Lender; (D) of its political subdivisions, and neither said City, said State nor any of its political subdivisions is liable therefor, nor in any event shall the Advance is not allowed under the then existing policies and procedures Bonds be payable out of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; any funds or (F) Borrower has applied funds provided pursuant to this Agreement for purposes properties other than those authorized by Lenderof the Agency pledged therefor as provided in the Fiscal Agent Agreement. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder, and (b) with respect to each Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan Request, stated above, or so much thereof as due which is existing on the Payment Date and owing hereunder, together with interest accrued thereon at one assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan CommitmentInterest Period applicable to such Eurodollar Loan, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time Assignee shall remit to time, make advances the Assignor the excess of principal the prepayment penalty paid with respect to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodportion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The “Draw Period” shall be Assignee will also promptly remit to the period of time Assignor (x) any principal payments received from the Agent with respect to Eurodollar Loans prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsPayment Date, and (Dy) any amounts of interest on Loans and fees received from the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Agent which relate to the terms portion of this Agreement. Borrower understands that the maximum amount of revolving credit available Loans assigned to Borrower at any one point in time will be identified the Assignee hereunder for periods prior to the Effective Date, in the Loan Commitmentcase of Floating Rate Loans, or the Payment Date, in the case of Eurodollar Loans, and regardless not previously paid by the Assignee to the Assignor.] In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. * Each Assignor may insert its standard payment provisions in lieu of any amount specified the payment terms included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value received(a) The Agency hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Bank under the Bond Documents and to pay any other Obligations owing to the Lender Bank whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the principal sum equal rate or rates provided in such Bond Documents and under such Obligations. (i) The Agency shall pay the Purchase Price of the Bonds on the Mandatory Purchase Date; provided, however, if on the Mandatory Purchase Date the conditions set forth in clause (ii) below are satisfied, the Agency shall not be required to pay the Purchase Price for the Bonds on the Mandatory Purchase Date except to the Loan Requestextent of available proceeds from the remarketing of the Bonds. In the event that the conditions in clause (ii) are satisfied on the Mandatory Purchase Date, stated abovethe available proceeds from the remarketing of the Bonds shall, to the extent available, be applied to pay the Purchase Price for the Bonds and that portion of Bonds for which the Purchase Price cannot be paid from such proceeds shall instead be repaid in accordance with the amortization provisions set forth in Section 4.01(c) of the Fiscal Agent Agreement, such that the Purchase Price of the Bonds shall be paid to the Bank in full on the third anniversary of the Mandatory Purchase Date, subject to the earlier remarketing, repayment, acceleration, prepayment or so much thereof as redemption of the Bonds. (ii) The Purchase Price of the Bonds is due and owing hereunderpayable in full on the Mandatory Purchase Date unless on such date the following conditions are satisfied: (A) no Default shall have occurred and be continuing and (B) the Agency shall be deemed to have made on and as of such date each of the representations and warranties of the Agency made in this Agreement and in any certificate or document delivered in connection with this Agreement and each such representation and warranty shall continue to be accurate and complete in all material respects on and as of such date. (c) The Agency shall pay within thirty (30) days after demand: (i) if an Event of Default or Special Termination Event shall have occurred, all reasonable costs and expenses of the Bank in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Bond Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment of any Bond Document, consent by the Bank or waiver by the Bank under any Bond Document, in each case in a minimum amount of $2,500; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bank in connection with advising the Bank as to its rights and responsibilities under this Agreement and the other Bond Documents or in connection with responding to requests from the Agency for approvals, consents and waivers; (iv) any amounts advanced by or on behalf of the Bank to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or under any other Bond Document, together with interest accrued thereon at one the Default Rate; and (v) all reasonable fees, costs and expenses of any consultants providing services to the following: If Agency or the Loan is identified as Revolving Bank in accordance with this Agreement. In addition, if at any time any Governmental Board shall require revenue or other documentary stamps or any other Tax in connection with the Loan Type on Borrower’s Loan Commitmentexecution, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇delivery or enforcement of, from time to timeor otherwise with respect to, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement other Bond Documents, then, if the Agency lawfully may pay for such stamps, Taxes or fees, the Agency shall pay, when due and payable, for all such stamps, Taxes and fees, including interest and penalties thereon, and the Agency agrees to save the Bank harmless from and against any and all related agreementsliabilities with respect to or resulting from any delay of Agency in paying, or omission of Agency to pay, such stamps, Taxes and fees hereunder. (d) The Bonds are special limited obligations of the Agency and are payable, as to interest thereon and principal thereof, exclusively from Subordinate Housing Set- Aside Amounts, and (D) the Loan has Agency is not maturedobligated to pay them except from Subordinate Housing Set-Aside Amounts. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified Notwithstanding anything in this Agreement, the actual credit available hereunder Agency shall not exceed be required to pay or advance any moneys derived from any source other than the credit limit stated in Subordinate Housing Set-Aside Amounts for the Loan Commitmentpayment of the principal of or interest (and premium, if any) on the Bonds, or for any other purpose of this Agreement. Borrower understands that Lender Nevertheless, the Agency may at advance, but shall not be required under any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if circumstances whatsoever, for any of the following occurpurposes hereof, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance any funds of the LoanAgency which may be made available to it for such purposes. The Bonds are not a debt of the City, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default State of this Agreement California or any other agreement with Lender; (D) of its political subdivisions, and neither said City, said State nor any of its political subdivisions is liable therefor, nor in any event shall the Advance is not allowed under the then existing policies and procedures Bonds be payable out of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; any funds or (F) Borrower has applied funds provided pursuant to this Agreement for purposes properties other than those authorized by Lenderof the Agency pledged therefor as provided in the Fiscal Agent Agreement. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (b) with respect to each Eurocurrency Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, on the earliest of (i) the last day of the Interest Period therefor, (ii) such earlier date agreed to by the Assignor and the Assignee and (iii) the date on which any such Eurocurrency Loan either becomes due (by acceleration or otherwise) or is prepaid (such earliest date being hereinafter referred to as the “Payment Date”), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurocurrency Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurocurrency Loan shall be the Effective Date, they shall agree on the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurocurrency Loan (the “Agreed Interest Rate”) and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurocurrency Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurocurrency Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurocurrency Loan Requestwhich is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurocurrency Loan, stated abovethe Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurocurrency Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (a) any principal payments received from the Agent with respect to Eurocurrency Loans prior to the Payment Date and (b) any amounts of interest on Loans and fees received from the Agent which relate to the portion of the Loans or Commitment assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or so much thereof as due and owing hereunderthe Payment Date, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances case of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsEurocurrency Loans, and (D) not previously paid by the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Assignee to the terms of Assignor.]1 In the event that either party hereto receives any payment to which the other party hereto is entitled under this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Assignment Agreement, then the actual credit available hereunder party receiving such amount shall not exceed promptly remit it to the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.

Payment Obligations. For value received(a) The Commonwealth hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to pay make prompt and full payment of any and all payment obligations owed to the Lender Bondholder Representative and any other Owner hereunder and under the principal sum equal other Related Documents, whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided herein. (b) Except as otherwise provided upon the occurrence of an Event of Default, the Commonwealth shall pay within thirty (30) days after demand: (i) if an Event of Default shall have occurred, all reasonable costs and expenses of the Bondholder Representative and any other Owner in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of their respective rights under any of the Related Documents and such other documents which may be delivered in connection therewith, plus the reasonable fees of any legal counsel retained by the Bondholder Representative and any other Owner in connection therewith; (ii) a fee for each amendment of any Related Document, consent by the Bondholder Representative or any other Owner or waiver by the Bondholder Representative or any other Owner under any Related Document, in each case, in an amount agreed to between the Bondholder Representative and the Commonwealth; and (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Loan Request, stated above, Bondholder Representative in connection with advising the Bondholder Representative as to its or so much thereof as due the Owner’s rights and owing hereunder, together with interest accrued thereon at one responsibilities under any of the following: If Related Documents or in connection with responding to requests from the Loan is identified as Revolving in Commonwealth for approvals, consents, amendments and waivers. (c) Neither the Loan Type on BorrowerBondholder Representative nor any other Owner shall be under an obligation to pay, and the Commonwealth shall pay, any expenses incident to the performance of the Commonwealth’s Loan Commitmentobligations hereunder and under the other Related Documents including, but not limited to, (i) the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇fees and disbursements of ▇▇▇▇▇ ▇▇▇Lord LLP, Bond Counsel (“Bond Counsel”) and counsel to the Commonwealth and (ii) the fees and disbursements of any other accountants, attorneys and other experts, consultants or advisers retained by the Commonwealth. (d) In addition, if at any time any Governmental Authority shall require payment of, or fees, documentary stamps or any other tax in connection with, the execution or delivery of any of the Related Documents, then, if the Commonwealth lawfully may pay for such stamps, taxes or fees, the Commonwealth shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Commonwealth agrees to save the Bondholder Representative and any other Owner harmless from and against any and all liabilities with respect to, or resulting from any delay or omission of the Commonwealth in paying, such stamps, taxes and fees hereunder. (e) Except as may be otherwise provided herein, all fees hereunder and all interest on amounts owed hereunder shall be computed on the basis of a year of 365/6 days and the actual number of days elapsed. All payments by or on behalf of the Commonwealth to the Bondholder Representative or other Owner hereunder and under the other Related Documents shall be fully earned when due and (absent manifest error) nonrefundable when paid and made in lawful currency of the United States of America and in immediately available funds. If any payment hereunder is due on a day that is not a Business Day, then such payment shall be due on the next succeeding Business Day, and, in the case of the computation of the interest or fees hereunder, such extension of time shall, in such case, be included in the computation of the payment due hereunder. (f) The Bondholder Representative shall maintain in accordance with its usual practice records evidencing the amounts payable and paid from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during time hereunder or under the Draw Periodother Related Documents. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not In any legal action or proceeding in default respect of this Agreement or the other Related Documents, the entries made in such records shall be presumptive evidence of the existence and amounts of the obligations of the Commonwealth therein recorded. The failure to record any related agreementssuch amount shall not, (C) Borrower is in compliance however, limit or otherwise affect the obligations of the Commonwealth hereunder or under the other Related Documents to repay all amounts owed hereunder and under the other Related Documents, together with all terms of interest accrued thereon as provided herein. (g) In order to avoid confusion and unless otherwise specified in a notice delivered by the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Bondholder Representative to the terms Commonwealth pursuant to Section 9.13 hereof, the term “Owner,” for purposes of this Agreement. Borrower understands that Section, shall be deemed to include the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderBondholder Representative.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Alternate Base Rate Loans assigned to the Assignee hereunder, and (b) with respect to each Eurodollar Loan made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan Request, stated above, or so much thereof as due which is existing on the Payment Date and owing hereunder, together with interest accrued thereon at one assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan CommitmentInterest Period applicable to such Eurodollar Loan, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time Assignee shall remit to time, make advances the Assignor the excess of principal the prepayment penalty paid with respect to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodportion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The “Draw Period” shall be Assignee will also promptly remit to the period of time Assignor (x) any principal payments received from the Agent with respect to Eurodollar Loans prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsPayment Date, and (Dy) any amounts of interest on Loans and fees received from the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Agent which relate to the terms portion of this Agreement. Borrower understands that the maximum amount of revolving credit available Loans assigned to Borrower at any one point in time will be identified the Assignee hereunder for periods prior to the Effective Date, in the Loan Commitmentcase of Alternate Base Rate Loans, or the Payment Date, in the case of Eurodollar Loans, and regardless not previously paid by the Assignee to the Assignor.] In the event that either pars hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. * Each Assignor may insert its standard payment provisions in lieu of any amount specified the payment terms included in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by LenderExhibit.

Payment Obligations. For value receivedOn and after the Effective Date, Borrowers promise the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. In consideration for the sale and assignment of Loans hereunder, (a) the Assignee shall pay the Assignor, on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Advances assigned to the Assignee hereunder, and (b) with respect to each Eurocurrency Loan [and Singaporean Rate Loan] made by the Assignor and assigned to the Assignee hereunder which is outstanding on the Effective Date, (i) on the last day of the Interest Period therefor, (ii) on such earlier date agreed to by the Assignor and the Assignee, or (iii) on the date on which any such Eurocurrency Loan [and Singaporean Rate Loan] either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amount of the portion of such Eurocurrency Loan [and Singaporean Rate Loan] assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurocurrency Loan [and Singaporean Rate Loan] shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Eurocurrency Loan [and Singaporean Rate Loan] assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurocurrency Loan [and Singaporean Rate Loan] (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurocurrency Loan [or Singaporean Rate Loan] sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on the principal sum equal portion of such Eurocurrency Loan [or Singaporean Rate Loan] sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurocurrency Loan Request, stated above, [or so much thereof as due Singaporean Rate Loan] which is existing on the Payment Date and owing hereunder, together with interest accrued thereon at one assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the following: If the Interest Period applicable to such Eurocurrency Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment[or Singaporean Rate Loan], the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time Assignee shall remit to time, make advances the Assignor the excess of principal the amount paid under Section 3.5 of the Credit Agreement with respect to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Periodportion of such Eurocurrency Loan [or Singaporean Rate Loan] assigned to the Assignee hereunder over the amount which would have been paid if such amount paid under Section 3.5 of the Credit Agreement was calculated based on the Agreed Interest Rate. The “Draw Period” shall be Assignee will also promptly remit to the period of time Assignor (x) any principal payments received from the Agent with respect to Eurocurrency Loans [and Singaporean Rate Loans] prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreementsPayment Date, and (Dy) any amounts of interest on Loans and fees received from the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject Agent which relate to the terms portion of this Agreement. Borrower understands that the maximum amount of revolving credit available Loans assigned to Borrower at any one point in time will be identified the Assignee hereunder for periods prior to the Effective Date, in the Loan Commitmentcase of Floating Rate Loans, or the Payment Date, in the case of Eurocurrency Loans and Singaporean Rate Loans, and regardless of not previously paid by the Assignee to the Assignor. In the event that either party hereto receives any amount specified in payment to which the other party hereto is entitled under this Assignment Agreement, then the actual credit available hereunder party receiving such amount shall not exceed promptly remit it to the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.

Payment Obligations. For value received(a) The Agency hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Bank under the Bond Documents and to pay any other Obligations owing to the Lender Bank whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the principal sum equal rate or rates provided in such Bond Documents and under such Obligations. (i) The Agency shall pay the Purchase Price of the Bonds on the Mandatory Purchase Date; provided, however, if on the Mandatory Purchase Date the conditions set forth in clause (ii) below are satisfied, the Agency shall not be required to pay the Purchase Price for the Bonds on the Mandatory Purchase Date except to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one extent of available proceeds from the remarketing of the following: If Bonds. In the Loan is identified as Revolving event that the conditions in clause (ii) are satisfied on the Loan Type on Borrower’s Loan CommitmentMandatory Purchase Date, the following language will apply: REVOLVING LOAN: This is a revolving loanavailable proceeds from the remarketing of the Bonds shall, to the extent available, be applied to pay the Purchase Price for the Bonds and that portion of Bonds for which the Purchase Price cannot be paid from such proceeds shall instead be repaid in accordance with the amortization provisions set forth in Section 4.01(c) of the Fiscal Agent Agreement, such that the Purchase Price of the Bonds shall be paid to the Bank in full on the third anniversary of the Mandatory Purchase Date, subject to the earlier remarketing, repayment, acceleration, prepayment or redemption of the Bonds. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon -▇▇▇▇-▇▇▇▇’s request during the Draw Period. .6 (ii) The “Draw Period” shall be the period of time prior to maturity Purchase Price of the Loan during which all of Bonds is due and payable in full on the Mandatory Purchase Date unless on such date the following conditions are satisfied, at ▇▇▇▇▇▇’s sole discretion: : (A) Borrower meets all of the applicable loan program requirements, no Default shall have occurred and be continuing and (B) Borrower is not the Agency shall be deemed to have made on and as of such date each of the representations and warranties of the Agency made in default this Agreement and in any certificate or document delivered in connection with this Agreement and each such representation and warranty shall continue to be accurate and complete in all material respects on and as of such date. (c) The Agency shall pay within thirty (30) days after demand: (i) if an Event of Default or Special Termination Event shall have occurred, all reasonable costs and expenses of the Bank in connection with the enforcement (whether by means of legal proceedings or otherwise) of any of its rights under this Agreement, the other Bond Documents and such other documents which may be delivered in connection therewith; (ii) a fee for each amendment of any Bond Document, consent by the Bank or waiver by the Bank under any Bond Document, in each case in a minimum amount of $2,500; (iii) the reasonable fees and out-of-pocket expenses for counsel or other reasonably required consultants to the Bank in connection with advising the Bank as to its rights and responsibilities under this Agreement and the other Bond Documents or in connection with responding to requests from the Agency for approvals, consents and waivers; (iv) any amounts advanced by or on behalf of the Bank to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or under any other Bond Document, together with interest at the Default Rate; and (v) all reasonable fees, costs and expenses of any consultants providing services to the Agency or the Bank in accordance with this Agreement. In addition, if at any time any Governmental Board shall require revenue or other documentary stamps or any other Tax in connection with the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement other Bond Documents, then, if the Agency lawfully may pay for such stamps, Taxes or fees, the Agency shall pay, when due and payable, for all such stamps, Taxes and fees, including interest and penalties thereon, and the Agency agrees to save the Bank harmless from and against any and all related agreementsliabilities with respect to or resulting from any delay of Agency in paying, or omission of Agency to pay, such stamps, Taxes and fees hereunder. (d) The Bonds are special limited obligations of the Agency and are payable, as to interest thereon and principal thereof, exclusively from Subordinate Housing Set- Aside Amounts, and (D) the Loan has Agency is not maturedobligated to pay them except from Subordinate Housing Set-Aside Amounts. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified Notwithstanding anything in this Agreement, the actual credit available hereunder Agency shall not exceed be required to pay or advance any moneys derived from any source other than the credit limit stated in Subordinate Housing Set-Aside Amounts for the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on payment of the principal of or ▇▇▇▇-▇▇▇▇’s behalf if any of the following occur, at -▇▇▇▇▇▇’s sole discretion: .6 interest (Aand premium, if any) on the total Bonds, or for any other purpose of a requested Advancethis Agreement. Nevertheless, when combined with the current principal balance Agency may advance, but shall not be required under any circumstances whatsoever, for any of the Loanpurposes hereof, would cause any funds of the amount due under this Agreement Agency which may be made available to exceed it for such purposes. The Bonds are not a debt of the credit limit stated in City, the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default State of this Agreement California or any other agreement with Lender; (D) of its political subdivisions, and neither said City, said State nor any of its political subdivisions is liable therefor, nor in any event shall the Advance is not allowed under the then existing policies and procedures Bonds be payable out of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; any funds or (F) Borrower has applied funds provided pursuant to this Agreement for purposes properties other than those authorized by Lenderof the Agency pledged therefor as provided in the Fiscal Agent Agreement. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory limitation or restriction.

Payment Obligations. For value received, Borrowers promise The Borrower agrees to pay to the Lender the principal sum equal to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one Issuer of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances any Letter of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates Credit the amount of revolving credit availableall Reimbursement Obligations owing to such Issuer under any Letter of Credit issued for its account no later than the date (the "Reimbursement Date") that is one (1) Business Day after the Borrower receives written notice from such Issuer that payment has been made under such Letter of Credit, subject to the terms irrespective of this Agreement. Borrower understands any claim, set-off, defense or other right that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may have at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement against such Issuer or any other agreement with Lender; (D) Person. In the Advance is event that any Issuer makes any payment under any Letter of Credit and the Borrower shall not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability have repaid such amount to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided such Issuer pursuant to this Agreement clause (i) or such payment is rescinded or set aside for purposes other than those authorized any reason, such Reimbursement Obligation shall be payable on demand with interest thereon computed from (i) the date on which such Reimbursement Obligation arose to the Reimbursement Date, at the rate of interest applicable to Base Rate Loans and (ii) the Reimbursement Date to the date of repayment in full in cash, at the rate of interest applicable to past due Revolving Loans bearing interest at a rate based on the Base Rate during such period, and such Issuer shall promptly notify the Administrative Agent, which shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the Administrative Agent for the account of such Issuer the amount of such Lender's Ratable Portion of such payment in Dollars and in immediately available funds. If the Administrative Agent so notifies such Lender prior to 11:00 A.M. (New York time) on any Business Day, such Lender shall make available to the Administrative Agent for the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day in immediately available funds. Upon such payment by a Lender, such Lender shall, except during the continuance of a Default or Event of Default under Section 9.1(f) (Events of Default) and notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), be deemed to have made a Revolving Loan to the Borrower in the principal amount of such payment. Whenever any Issuer receives from the Borrower a payment of a Reimbursement Obligation as to which the Administrative Agent has received for the account of such Issuer any payment from a Lender pursuant to this clause (i), such Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly pay to each Lender, in immediately available funds, an amount equal to such Lender's Ratable Portion of the amount of such payment adjusted, if necessary, to reflect the respective amounts the Lenders have paid in respect of such Reimbursement Obligation.

Payment Obligations. For value received(a) The Authority hereby unconditionally, Borrowers promise irrevocably and absolutely agrees to make prompt and full payment of all payment obligations owed to the Purchaser under the Related Documents and to pay any other Obligations owing to the Purchaser whether now existing or hereafter arising, irrespective of their nature, whether direct or indirect, absolute or contingent, with interest thereon at the rate or rates provided in such Related Documents and under such Obligations. (b) The Authority shall cause all of the Unremarketed Bonds to be redeemed at a redemption price of 100% of the principal amount redeemed plus accrued interest to the redemption date, on (i) the fifth Business Day after receipt by the Trustee of a written notice from the Purchaser that an Event of Default has occurred and is continuing and a written request from the Purchaser that all of the Bonds be redeemed, (ii) immediately upon receipt by the Trustee of a written notice from the Purchaser that an Event of Default described in Section 7.01(f), Section 7.01(g) or Section 7.01(h) has occurred and a written request from the Purchaser that all of the Bonds be redeemed and (iii) if the Purchaser has not received the Mandatory Tender Purchase Price on any Mandatory Tender Date, such Mandatory Tender Date; provided, however, that if (1) such Mandatory Tender Date occurs solely pursuant to Section 2- 6.02(a)(ii)(C)(1) of the Second Supplemental Subordinate Indenture, (2) no Event of Default or Default shall have occurred and be continuing and (3) the representations and warranties set forth herein shall be true and correct on such Mandatory Tender Date as if made on such date, then the Unremarketed Bonds shall be subject to mandatory redemption at a redemption price equal to 100% of the principal amount redeemed plus accrued interest to the redemption date, in principal installments payable on each Amortization Payment Date (each such payment, an “Amortization Payment”), with the final installment in an amount equal to the entire then outstanding principal amount of such Bonds to be redeemed on the Amortization End Date (the period commencing on such Mandatory Tender Date and ending on the Amortization End Date is herein referred to as the “Amortization Period”). Each Amortization Payment shall be that amount of principal which will result in equal (as nearly as possible) aggregate Amortization Payments over the Amortization Period; provided that in the event that any of (i) the Bond Insurance Policy has been cancelled in accordance with the Bond Insurance Policy Cancellation Agreement, (ii) an Insurer Bankruptcy Event has occurred, or (iii) an Insurer Failure to Pay has occurred, the Amortization Payments occurring after such event shall be re-calculated, if necessary, on the basis of the Amortization Period then applicable. During the Amortization Period, interest on the Unremarketed Bonds shall accrue at the Purchaser Rate and shall be payable monthly in arrears on the first Business Day of each calendar month. The Purchaser and each other Bondholder, by acceptance of Bonds, acknowledge that prior to any acceleration of the payment requirements in respect of the Bonds that is less than three (3) years, the Bond Insurance Policy shall be cancelled in accordance with the Bond Insurance Policy Cancellation Agreement. (c) The Authority shall pay to the Lender the principal sum equal to the Loan RequestPurchaser upon demand therefor: (i) if an Event of Default shall have occurred, stated above, or so much thereof as due all costs and owing hereunder, together with interest accrued thereon at one expenses of the following: If Purchaser in connection with the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances enforcement (whether by means of principal to Borrower (“Advances”legal proceedings or otherwise) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in of its rights under this Agreement, the actual credit available hereunder shall not exceed the credit limit stated other Related Documents and such other documents which may be delivered in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: connection therewith; (Aii) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement fee for each amendment to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement Related Document or any consent or waiver by the Purchaser with Lender; respect to any Related Document, in each case, in a minimum amount of plus the reasonable fees and expenses of counsel to the Purchaser; (Diii) the Advance is not allowed reasonable fees and out-of-pocket expenses for counsel or other consultants to the Purchaser in connection with advising the Purchaser as to its rights and responsibilities under this Agreement and the then existing policies other Related Documents or in connection with responding to requests from the Authority for approvals, consents and procedures waivers; and (iv) any amounts advanced by or on behalf of Lender; the Purchaser to the extent required to cure any Default, Event of Default or event of nonperformance hereunder or any Related Document, together with interest at the Default Rate. In addition, if at any time any Governmental Authority shall require revenue or other documentary stamps or any other tax in connection with the execution or delivery of this Agreement or other Related Documents, then, if the Authority lawfully may pay for such stamps, taxes or fees, the Authority shall pay, when due and payable, for all such stamps, taxes and fees, including interest and penalties thereon, and the Authority agrees to save the Purchaser harmless from and against any and all liabilities with respect to or resulting from any delay of the Authority in paying, or omission of the Authority to pay, such stamps, taxes and fees hereunder. (Ed) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided If any sum becomes payable pursuant to this Agreement on a day which is not a Business Day, the date for purposes other than those authorized by Lenderpayment thereof shall be extended, without penalty, to the next succeeding Business Day, and such extended time shall be included in the computation of interest and fees.

Payment Obligations. For value receivedOn and after the Assignment Effective Date, Borrowers promise the Assignee shall be entitled to receive from Agent all payments of principal, interest and fees with respect to Assignor's Commitment and Commitment Percentage of the Loans. The Assignee shall advance funds directly to Agent with respect to all Loans and reimbursement payments made on or after the Assignment Effective Date. In consideration for the sale and assignment of Loans hereunder, (a) with respect to all Prime Rate Loans outstanding on the Assignment Effective Date, the Assignee shall pay the Assignor, on the Assignment Effective Date, an amount in Dollars equal to the Assignor's Commitment Percentage of all such Prime Rate Loans, and (b) with respect to each LIBOR Loan outstanding on the Assignment Effective Date, (i) on the last day of the Interest Period or Competitive Bid Interest Period, as applicable, therefor or (ii) on such earlier date agreed to by the Assignor and the Assignee or (iii) on the date on which any such LIBOR Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (i), (ii) or (iii) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount in Dollars or the applicable Eurocurrency, as the case may be, equal to such Assignor's Commitment Percentage of such LIBOR Loan. On and after the Assignment Effective Date, the Assignee shall also remit to the Assignor any amounts of interest on Loans and fees received from Agent which relate to Assignor's Commitment Percentage of Loans accrued for periods prior to the Assignment Effective Date, in the case of Prime Rate Loans, or the Payment Date, in the case of LIBOR Loans, and not heretofore paid by the Assignee to the Assignor. In the event interest for the period from the Assignment Effective Date to but not including the Payment Date is not paid by Borrower with respect to any LIBOR Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Lender Assignor interest for such period on such LIBOR Loan at the principal sum equal applicable rate provided by the Credit Agreement. In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the Loan Request, stated above, or so much thereof as due and owing hereunder, together with interest accrued thereon at one of the following: If the Loan is identified as Revolving in the Loan Type on Borrower’s Loan Commitment, the following language will apply: REVOLVING LOAN: This is a revolving loan. ▇▇▇▇▇▇ ▇▇▇, from time to time, make advances of principal to Borrower (“Advances”) upon ▇▇▇▇▇▇▇▇’s request during the Draw Period. The “Draw Period” shall be the period of time prior to maturity of the Loan during which all of the following are satisfied, at ▇▇▇▇▇▇’s sole discretion: (A) Borrower meets all of the applicable loan program requirements, (B) Borrower is not in default of this Agreement or any related agreements, (C) Borrower is in compliance with all terms of the Agreement and all related agreements, and (D) the Loan has not matured. Repayment of principal reinstates the amount of revolving credit available, subject to the terms of this Agreement. Borrower understands that the maximum amount of revolving credit available to Borrower at any one point in time will be identified in the Loan Commitment, and regardless of any amount specified in this Agreement, the actual credit available hereunder shall not exceed the credit limit stated in the Loan Commitment. Borrower understands that Lender may at any time stop making Advances on ▇▇▇▇▇▇▇▇’s behalf if any of the following occur, at ▇▇▇▇▇▇’s sole discretion: (A) the total of a requested Advance, when combined with the current principal balance of the Loan, would cause the amount due under this Agreement to exceed the credit limit stated in the Loan Commitment; (B) the Maturity Date (as defined in the Loan Commitment) or the Draw Period has passed; (C) Borrower is in default of this Agreement or any other agreement with Lender; (D) the Advance is not allowed under the then existing policies and procedures of Lender; (E) there has been a material adverse effect in Borrower’s ability to satisfy Borrower’s obligations to Lender, as determined solely by Lender; or (F) Borrower has applied funds provided pursuant to this Agreement for purposes other than those authorized by Lenderparty hereto.