Common use of Unused Facility Fee Clause in Contracts

Unused Facility Fee. UNUSED FEE means a fee equal to 12.5 basis points (0.125%) of the daily excess of the Loan Amount during such partial or full calendar quarter over the outstanding principal balance of the loan. Borrower shall pay to Bank the Unused Fee quarterly commencing on January 5, 2023, and on the fifth day of each quarter thereafter. The unused fee shall be computed in the same manner as in Section 2.4 (Payment of Interest). EXHIBIT 2.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Fund: Spirit of America Real Estate Income and Growth Fund Date: May 28, 2014, as amended January 30, 2023 In accordance with Section 2.1(b) of that certain Amended and Restated Revolving Credit Agreement dated May 28, 2014, between Spirit of America Investment Fund, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower: Borrower: Daxxx Xxxxxx Alxx X. Xxxxxxx Investment Adviser: Wixxxxx Xxxxx Raxxxxx Xxxxxx Alxxxxx Xxx Doxxxxx Xxxxxxx Custodian: Any and all officers and employees of Huntington National Bank. Date: __________, 2014 By: ________________________________ Name: Alxx X. Xxxxxxx Title: Treasurer SCHEDULE 1 TO PROMISSORY NOTE EXHIBIT 3.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INC., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows: 1. Attached hereto, marked Attachment A, is a true and correct copy of the current Articles of Incorporation, as in effect on the date hereof certified by the Secretary of the State of Maryland. 2. Attached hereto, marked Attachment B, is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof. 3. The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name: Name Title Signature 4. Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction. 5. Attached hereto, marked Attachment C, is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transaction. 6. The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D, is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Maryland. 7. Attached hereto, marked Attachment E, is a certificate executed in the name of the Borrower by an officer of the Borrower certifying that the representations and warranties contained in Section 3 of the Amended and Restated Revolving Credit Agreement are true and correct in all material respects as of the date hereof and shall remain true and correct for as long as the Amended and Restated Revolving Credit Agreement remains in effect.

Unused Facility Fee. UNUSED FEE means a fee equal to 12.5 basis points (0.125%i) of the daily excess of the Loan Amount during such partial or full calendar quarter over the outstanding principal balance of the loan. Each Borrower shall pay to Bank the Unused Fee ------------------- applicable Administrative Agent for the pro rata account of the applicable Lenders a commitment fee which shall accrue from and after the Closing Date until the date of the expiration, termination or cancellation of the US Revolving Credit Facility Commitment or the CAN Revolving Credit Facility Commitment, as applicable, payable quarterly commencing in arrears beginning on January 5April 30, 20231997, and on the fifth same day of every third month thereafter (and on the date of maturity or earlier expiration, termination or cancellation of the US Revolving Credit Facility Commitment or the CAN Revolving Credit Facility Commitment), of 0.15% per annum (A) for each US Lender on the average amount, calculated on a daily basis, by which the aggregate US Revolving Commitments exceeds the sum of (x) aggregate outstanding principal amount of the US Revolving Loan, and (y) the US Letter of Credit Usage and (B) for each CAN Lender on the average amount, calculated on a daily basis, by which the aggregate CAN Revolving Commitments exceeds the sum of (x) aggregate outstanding principal amount of the CAN Revolving Loan, and (y) the CAN Letter of Credit Usage. (ii) The commitment fees with respect to the US Revolving Credit Facility Commitment and the CAN Revolving Credit Facility Commitment shall each be adjusted, based upon the following performance covenant: Consolidated Leverage for the Tier Parent and its Subsidiaries Commitment Fee ------ ------------------------------- --------------- 1 Greater than or equal to 2.75:1 0.375% 2 Less than 2.75:1 but greater than or equal to 2.0:1 0.25% 3 Less than 2.0:1 0.15% For purposes of determining the commitment fee, the Leverage Ratio shall be tested quarterly on a rolling four-quarter thereafterbasis beginning with the quarter ending April 30, 1997. The unused commitment fee shall be computed in the same manner as in Section 2.4 (Payment of Interest). EXHIBIT 2.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Fund: Spirit of America Real Estate Income and Growth Fund Date: May 28, 2014, as amended January 30, 2023 In accordance with Section 2.1(b) of that certain Amended and Restated Revolving Credit Agreement dated May 28, 2014, between Spirit of America Investment Fund, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower: Borrower: Daxxx Xxxxxx Alxx X. Xxxxxxx Investment Adviser: Wixxxxx Xxxxx Raxxxxx Xxxxxx Alxxxxx Xxx Doxxxxx Xxxxxxx Custodian: Any and all officers and employees of Huntington National Bank. Date: __________, 2014 By: ________________________________ Name: Alxx X. Xxxxxxx Title: Treasurer SCHEDULE 1 TO PROMISSORY NOTE EXHIBIT 3.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INC., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows: 1. Attached hereto, marked Attachment A, is a true and correct copy of the current Articles of Incorporation, as in effect on the date hereof certified by the Secretary of the State of Maryland. 2. Attached hereto, marked Attachment B, is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof. 3. The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name: Name Title Signature 4. Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction. 5. Attached hereto, marked Attachment C, is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transaction. 6. The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D, is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Maryland. 7. Attached hereto, marked Attachment E, is a certificate executed in the name of the Borrower by an officer of the Borrower certifying that the representations and warranties contained in Section 3 of the Amended and Restated Revolving Credit Agreement are true and correct in all material respects adjusted as of the date hereof first day of the month following the Agent's receipt of the financial statements required under Section 6.1(a), 6.1(b) and shall remain true and correct for as long as the Amended and Restated Revolving Credit Agreement remains in effect6.1(e) of this Agreement.

Unused Facility Fee. UNUSED FEE means a fee equal to 12.5 basis points (0.125%) of the daily excess of the Loan Amount during such partial or full calendar quarter over the outstanding principal balance of the loan. The Borrower shall pay to Bank the Administrative Agent, for the account of the Lenders based on their respective Pro Rata Shares, a fee (the "Unused Facility Fee"), accruing at a per annum rate as set forth below on the average daily amount by which the total Revolving Credit Commitments exceed the outstanding principal amount of Loans and the Letter of Credit Obligations during such month or portion thereof. The Unused Facility Fee shall be calculated for each day based on the ratio (expressed as a percentage) of (a) the average daily amount of the outstanding principal amount of the Loans and the Letter of Credit Obligations during such month to (b) the total Revolving Credit Commitments, and if such ratio is less than fifty percent (50%), the Unused Facility Fee quarterly shall be payable at the rate of 0.25%, and if such ratio is equal to or greater than fifty percent (50%), the Unused Facility Fee shall be payable at the rate of 0.20%. Such fee shall be payable quarterly, in arrears, commencing on January 5, 2023, the Closing Date and on the fifth day first Business Day of each calendar quarter thereafter. The unused fee Unused Facility Fee shall also be payable upon any termination of the Revolving Credit Commitments, which payment shall be computed prorated for any partial quarter during which termination of the Revolving Credit Commitments occurs. Notwithstanding the foregoing, in the same manner as event that any Lender fails to fund its Pro Rata Share of any Loan requested by the Borrower which such Lender is obligated to fund under the terms of this Agreement, (A) the portion of the Unused Facility Fee with respect to such Lender's Revolving Credit Commitment shall xxxxx until such failure has been cured in Section 2.4 (Payment of Interest). EXHIBIT 2.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Fund: Spirit of America Real Estate Income and Growth Fund Date: May 28, 2014, as amended January 30, 2023 In accordance with Section 2.1(b3.2(b)(v)(B) and (B) until such time, the Unused Facility Fee shall accrue in favor of that certain Amended and Restated the Lenders which have funded their respective Pro Rata Shares of such requested Loan, shall be allocated among such performing Lenders ratably based upon their relative Revolving Credit Agreement dated May 28, 2014, between Spirit of America Investment Fund, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower: Borrower: Daxxx Xxxxxx Alxx X. Xxxxxxx Investment Adviser: Wixxxxx Xxxxx Raxxxxx Xxxxxx Alxxxxx Xxx Doxxxxx Xxxxxxx Custodian: Any and all officers and employees of Huntington National Bank. Date: __________, 2014 By: ________________________________ Name: Alxx X. Xxxxxxx Title: Treasurer SCHEDULE 1 TO PROMISSORY NOTE EXHIBIT 3.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INCCommitments., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows: 1. Attached hereto, marked Attachment A, is a true and correct copy of the current Articles of Incorporation, as in effect on the date hereof certified by the Secretary of the State of Maryland. 2. Attached hereto, marked Attachment B, is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof. 3. The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name: Name Title Signature 4. Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction. 5. Attached hereto, marked Attachment C, is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transaction. 6. The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D, is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Maryland. 7. Attached hereto, marked Attachment E, is a certificate executed in the name of the Borrower by an officer of the Borrower certifying that the representations and warranties contained in Section 3 of the Amended and Restated Revolving Credit Agreement are true and correct in all material respects as of the date hereof and shall remain true and correct for as long as the Amended and Restated Revolving Credit Agreement remains in effect.

Unused Facility Fee. UNUSED FEE means Accruing from the date hereof until the Expiration Date, Borrower agrees to pay to Lender, as consideration for Lender's Commitment hereunder, a nonrefundable unused facility fee (the "Unused Facility Fee") equal to 12.5 ten basis ------------------- points (0.125%.0010) per annum (computed on the basis of a year of 360 days and actual days elapsed) on the average daily excess difference between the amount of (i) the Maximum Facility Available, and (ii) the principal amount of the Loan Amount during outstanding. In the event that Borrower exercises its right under Section 2.10 ------------ to release all assets in the Collateral Pool from any Lien securing the Loan Documents and thereby creates a Maximum Facility Available of zero, the Unused Facility Fee shall, notwithstanding any other provisions hereunder, be calculated with an assumed Maximum Facility Available equal to One Hundred Million and NO/100 Dollars ($100,000,000.00); in such partial or full calendar quarter over event all Unused Facility Fees shall be payable as a primary obligation of Guarantor. In the outstanding principal balance event Borrower elects to terminate the Credit Facility prior to the fifth (5th) anniversary of the loan. Closing Date in accordance with the provisions of Section ------- 2.16, Borrower shall shall, as a condition precedent to such termination, pay Lender a ---- liquidated Unused Facility Fee to Bank be calculated with an assumed Maximum Facility Available equal to One Hundred Million and NO/100 Dollars ($100,000,000.00) for each Month which will elapse from the Unused Fee quarterly commencing on January 5, 2023, and on Month the termination notice is delivered pursuant to Section 2.16 to the Month in which the fifth day (5th) anniversary date ------------ of each quarter thereafterthe Closing Date occurs, such monthly liquidated Unused Facility Fees to be discounted to net present value as of the date such termination notice is delivered, at a discount rate of ten percent (10%) per year, together with any regular Unused Facility Fee due and payable through such Expiration Date. The unused fee In the event Borrower elects to terminate the Credit Facility on or after the fifth (5th) anniversary date of the Closing Date in accordance with the provisions of Section 2.16, Borrower shall, as a condition precedent to such termination, pay ------------ Lender the applicable Unused Facility Fee accruing through such Expiration Date and no additional Unused Facility Fee shall accrue from and after such date. Except as otherwise provided in connection with Borrower's election to terminate this Credit Facility prior to tenth (10th) anniversary of the Closing Date, all Unused Facility Fees shall be computed payable monthly in arrears at the same time and in the same manner as in are payments of debt service under Section 2.4 (Payment of Interest)4.2 hereof. EXHIBIT 2.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Fund: Spirit of America Real Estate Income and Growth Fund Date: May 28, 2014, as amended January 30, 2023 In accordance with Section 2.1(b) of that certain Amended and Restated Revolving Credit Agreement dated May 28, 2014, between Spirit of America Investment Fund, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower: Borrower: Daxxx Xxxxxx Alxx X. Xxxxxxx Investment Adviser: Wixxxxx Xxxxx Raxxxxx Xxxxxx Alxxxxx Xxx Doxxxxx Xxxxxxx Custodian: Any and all officers and employees of Huntington National Bank. Date: __________, 2014 By: ________________________________ Name: Alxx X. Xxxxxxx Title: Treasurer SCHEDULE 1 TO PROMISSORY NOTE EXHIBIT 3.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INC., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows: 1. Attached hereto, marked Attachment A, is a true and correct copy of the current Articles of Incorporation, as in effect on the date hereof certified by the Secretary of the State of Maryland. 2. Attached hereto, marked Attachment B, is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof. 3. The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name: Name Title Signature 4. Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction. 5. Attached hereto, marked Attachment C, is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transaction. 6. The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D, is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Maryland. 7. Attached hereto, marked Attachment E, is a certificate executed in the name of the Borrower by an officer of the Borrower certifying that the representations and warranties contained in Section 3 of the Amended and Restated Revolving Credit Agreement are true and correct in all material respects as of the date hereof and shall remain true and correct for as long as the Amended and Restated Revolving Credit Agreement remains in effect.-----------

Unused Facility Fee. UNUSED FEE means a fee equal The Borrower agrees to 12.5 basis points (0.125%) pay to the Agent, for the ratable benefit of the daily excess Class A Revolving Lenders and the ratable benefit of the Loan Amount during such partial or full calendar quarter over the outstanding principal balance of the loan. Borrower shall pay to Bank the Unused Fee quarterly commencing on January 5Class B Revolving Lenders, 2023, and on the fifth day of each quarter thereafter. The an unused facility fee shall be computed in the same manner as in Section 2.4 (Payment of Interest). EXHIBIT 2.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Fund: Spirit of America Real Estate Income and Growth Fund Date: May 28, 2014, as amended January 30, 2023 In accordance with Section 2.1(b) of that certain Amended and Restated Revolving Credit Agreement dated May 28, 2014, between Spirit of America Investment Fund, Inc. (the “BorrowerUnused Facility Fee”) and The Huntington National Bank (the “Bank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions of the following authorized representatives of the Borrower: Borrower: Daxxx Xxxxxx Alxx X. Xxxxxxx Investment Adviser: Wixxxxx Xxxxx Raxxxxx Xxxxxx Alxxxxx Xxx Doxxxxx Xxxxxxx Custodian: Any and all officers and employees of Huntington National Bank. Date: __________, 2014 By: ________________________________ Name: Alxx X. Xxxxxxx Title: Treasurer SCHEDULE 1 TO PROMISSORY NOTE EXHIBIT 3.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INC., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows: 1. Attached hereto(i) with respect to the Class A Revolving Lenders, marked Attachment A, is a true and correct copy in an amount equal to the product of (i) the average daily unused portion of the current Articles of IncorporationClass A Revolving Committed Amount (except to the extent attributable to any Defaulting Lender), as the same may be reduced from time to time hereunder (computed on a quarterly basis in effect on the date hereof certified by the Secretary of the State of Maryland. 2. Attached hereto, marked Attachment B, is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof. 3. The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name: Name Title Signature 4. Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction. 5. Attached hereto, marked Attachment C, is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transaction. 6. The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D, is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Maryland. 7. Attached hereto, marked Attachment E, is a certificate executed in the name of the Borrower by an officer of the Borrower certifying that the representations and warranties contained in Section 3 of the Amended and Restated Revolving Credit Agreement are true and correct in all material respects arrears as of the date hereof last day of each June, September, December and shall remain true and correct March commencing on the last day of the calendar quarter during which the Amendment No. 1 Closing Date occurs, based upon the daily utilization in respect of the Class A Revolving Committed Amount (except to the extent attributable to any Defaulting Lender) for that quarter as long calculated by the Agent), multiplied by (ii) the Applicable Percentage divided by four; (ii) with respect to the Class B Revolving Lenders, in an amount equal to the product of (i) the average daily unused portion of the Class B Revolving Committed Amount, as the Amended same may be reduced from time to time hereunder (computed on a quarterly basis in arrears as of the last day of each June, September, December and Restated March commencing on the last day of the calendar quarter during which the Amendment No. 1 Closing Date occurs, based upon the daily utilization in respect of the Class B Revolving Credit Agreement remains Committed Amount for that quarter as calculated by the Agent), multiplied by (ii) the Applicable Percentage divided by four; (iii) the Unused Facility Fee shall be due and payable quarterly in effectarrears on the last day of each June, September, December and March commencing on the last day of the calendar quarter during which the Closing Date or Amendment No. 1 Closing Date, as the case may be, occurs, through the Class A Revolving Termination Date with respect to the Class A Revolving Lenders, and the Class B Revolving Termination Date with respect to the Class B Revolving Lenders (provided, that if the last day of any such quarter is not a Business Day, then such payment shall be due on the first Business Day thereafter); and (iv) the Unused Facility Fee shall be fully earned and payable on each such payment date. For purposes of computing the Unused Facility Fee under this subsection 3.4(b), usage of the Swing Line Sublimit shall not be considered usage of the Class A Revolving Committed Amount.

Unused Facility Fee. UNUSED FEE means a fee equal to 12.5 basis points (0.125%) During the term of the daily excess Line of the Loan Amount during such partial or full calendar quarter over the outstanding principal balance of the loan. Credit Facility, Borrower shall pay the Bank "Unused Facility Fees" on any unborrowed portion of the Line of Credit Facility, from time-to-time (the "Unborrowed Amount"), equal to Bank one half of one percent (.50%) per annum (calculated and pro-rated on a per diem basis, based on the number of days in the applicable calendar quarter, or any part thereof as to which Unused Fee Facility Fees are payable), times the Unborrowed Amount. Although calculated and pro-rated on a per diem basis, Unused Facility Fees shall be due and payable quarterly in arrears on the first (1st) Business Day of each calendar quarter commencing on January 5April 2, 20232012, and on the fifth last day of each quarter thereafter. The unused fee shall be computed in the same manner as in Section 2.4 (Payment of Interest). EXHIBIT 2.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Fund: Spirit of America Real Estate Income and Growth Fund Date: May 28, 2014, as amended January 30, 2023 In accordance with Section 2.1(b) of that certain Amended and Restated Revolving Credit Agreement dated May 28, 2014, between Spirit of America Investment Fund, Inc. (the “Borrower”) and The Huntington National Bank (the “Bank”), the Borrower hereby authorizes the Bank to act upon the telephonic and/or written instructions term of the following authorized representatives Line of the Borrower: Borrower: Daxxx Xxxxxx Alxx X. Xxxxxxx Investment Adviser: Wixxxxx Xxxxx Raxxxxx Xxxxxx Alxxxxx Xxx Doxxxxx Xxxxxxx Custodian: Any and all officers and employees of Huntington National Bank. Date: __________, 2014 By: ________________________________ Name: Alxx X. Xxxxxxx Title: Treasurer SCHEDULE 1 TO PROMISSORY NOTE EXHIBIT 3.1 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT The undersigned does hereby certify that he is the duly elected, qualified and acting President of SPIRIT OF AMERICA INVESTMENT FUND, INCCredit Facility., a Maryland corporation (the “Borrower”), and the undersigned does hereby further certify as follows: 1. Attached hereto, marked Attachment A, is a true and correct copy of the current Articles of Incorporation, as in effect on the date hereof certified by the Secretary of the State of Maryland. 2. Attached hereto, marked Attachment B, is a true and correct copy of the Bylaws of the Borrower, as in effect on the date hereof. 3. The following persons are the duly elected officers of the Borrower, holding the office set forth opposite their respective names. Each officer who has executed or will execute any documents in connection with this loan transaction has set forth his or her true and customary signature opposite his name: Name Title Signature 4. Each officer whose personal signature appears above has been duly authorized by resolution of the board of trustees of the Borrower to execute any and all instruments or documents which he may deem necessary or appropriate in connection with this loan transaction." 5. Attached heretoThe date "September 1, marked Attachment C2012" appearing in Section 1(b) of the Note, and changed to December 1, 2012, in the First Modification, further changed to November 1, 2013, in the Second Modification, and further changed to December 1, 2014 in the Third Modification, is a copy of the resolution authorizing the execution and delivery of any documents in connection with this loan transactionhereby changed to "December 1, 2016". 6. The Borrower is in good standing in the state of its formation. Attached hereto, marked Attachment D, is a certificate of good standing issued within the past thirty (30) days by the Secretary of State of Marylandshall provide to Bank such financial information as Bank may reasonably request from time to time. 7. Attached heretoAll payments of amounts payable to Bank pursuant to the Loan Documents must be made in U.S. dollars and must be received by Lender at: Republic First Bank D/B/A Republic Bank Two Liberty Place 00 X. 00xx Xxxxxx, marked Attachment EXxxxx 0000 Xxxxxxxxxxxx, XX 00000 Payments must be received consistent with the following payment instructions: By mail at the address specified above before 4:30 PM Eastern Standard Time; In person at Bank's store before 4:30 PM Eastern Standard Time; By online transfer using Bank's online banking system before 11:00 PM Eastern Standard Time; By telephone transfer using Bank's Interactive Voice Response System before 11:00 PM Eastern Standard Time. Bank may modify these payment instructions, including changing the address for payments, by providing updated payment instructions to Borrower in writing. If a payment is a certificate executed made consistent with Bank's payment instructions but received after the times noted in the name of payment instructions above on a business day, Bank will credit Borrower's payment on the next business day. 8. To induce Bank to enter into this Modification, Borrower by an officer of the Borrower certifying that the representations represents and warranties contained in Section 3 of the Amended and Restated Revolving Credit Agreement are true and correct in all material respects as of the date hereof and shall remain true and correct for as long as the Amended and Restated Revolving Credit Agreement remains in effect.warrants to Bank that: