Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. The right of the Borrower to draw any subsequent advances of funds from the Project Fund shall be subject to the satisfaction of the following conditions: (a) The Borrower shall have delivered the items listed on Part B of Schedule 7 attached hereto. (b) If the Improvements shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to be and are diligently being restored in accordance with the terms of the Mortgage; (c) There shall not be a continuing Event of Default or a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary set forth in this Agreement, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement shall have been deposited with the Fiscal Agent; (i) If at any time during the construction of the Project, the Servicer shall in its sole discretion determine that the remaining undisbursed portion of the Project Fund, any other sums previously deposited by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved for), and, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (j) No Material Change Order shall have been made without the written approval of the Funding Lender; and (k) Within five (5) days after receiving notice from the Servicer (or the Engineering Consultant), the Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removal.

Subsequent Advances. The right of (i) Subsequent Advances under the Borrower to draw any subsequent advances of funds from the Project Fund shall Note will be subject to made only upon the satisfaction of all of the following conditions: (aA) The Borrower Company shall have delivered deliver a Draw Notice to the items listed Company no later than fifteen (15) days prior to the date on Part B of Schedule 7 attached heretowhich the Company desires the Advance to be made. (bB) If Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the Improvements amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice. (D) On the date of such Draw Notice, the Company shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to complied with and shall be and are diligently being restored in accordance compliance with the terms all covenants of the Mortgage;Company in this Agreement. (cE) There shall not be a no continuing Event of Default or a Default;. (dF) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary set forth in this Agreement, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement Draw Notice shall have been deposited be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the Fiscal Agent; (iaccompanying Capital Call Notice) If at any time during the construction of the Projectto effectuate such strategic acquisition; provided however, the Servicer shall in its sole discretion determine that the remaining undisbursed portion of the Project Fund, Investor shall be deemed to have approved any other sums previously deposited by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have such strategic acquisition if it has not been deposited due to a default by the Borrower under the applicable provisions of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after provided written notice of such determination from its disapproval and the Servicer deposit with reasons therefor to the Fiscal Agent Company within fifteen (for deposit into the Equity Account 15) days of its receipt of the Project FundDraw Notice. (G) such sums of money in cash as The Company shall have submitted its acquisition plan to the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such noticeInvestor for review, and sufficient shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to pay have approved any liens for labor such acquisition plan if it has not provided written notice of its disapproval and materials alleged to be due and payable at the time in connection with the Improvements (reasons therefor to the extent not already bonded over or reserved forCompany within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000), and, at . Amounts repaid under the Funding Lender’s or the Servicer’s option, Note shall not be obligated to authorize reinstate any further advances amount available for Draws under the Note, except that amounts of the amounts held in Initial Advance which are repaid when due shall be reinstated and available for Draws under the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (j) No Material Change Order shall have been made without the written approval of the Funding Lender; and (k) Within five (5) days after receiving notice from the Servicer (or the Engineering Consultant), the Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removalNote.

Subsequent Advances. The right of the Borrower to draw any subsequent advances of funds from the Project Fund shall be subject to the satisfaction of the following conditions: (a) The Borrower shall have delivered the items listed on Part B obligation of Schedule 7 attached hereto. (b) If the Improvements shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able Lenders to be and are diligently being restored in accordance with the terms of the Mortgage; (c) There shall not be a continuing Event of Default or a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement make any Advance subsequent to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable Closing Date is subject to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary set forth in this Agreement, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the following conditions set forth in this Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement shall have been deposited with the Fiscal Agent;precedent: (i) If at any time during the construction All representations and warranties set forth in Sections 5.02 through 5.20 hereof shall be true and accurate as of the ProjectBorrowing Date for such Advance, the Servicer shall in its sole discretion determine that the remaining undisbursed portion of the Project Fund, any other sums previously deposited by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (except to the extent not already bonded over altered by actions permitted pursuant to the terms hereof or reserved for), and, at to the Funding Lender’s or the Servicer’s option, extent Lenders shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied withadvised in writing of any inaccuracy with respect to such representations and warranties and shall have waived the same in writing; (jii) There shall have occurred no material adverse change in the financial condition, business, prospects, assets, operations, or properties of Borrower, or in the value of the collateral securing Borrower's obligations hereunder, in each case since the date of the most recent financial statements required to be delivered to Agent under Section 7.04(a) of this Agreement; (iii) No Material Change Order Event of Default, nor any event which, upon notice or lapse of time or both, would constitute such an Event of Default, shall have been made without occurred and be continuing or would have occurred after giving effect to the written approval borrowing contemplated by such Advance; (iv) Each such Advance shall continue to be secured by a perfected first priority lien (except as otherwise permitted by this Agreement and the Security Documents) arising under the Security Documents in favor of Agent for the Funding Lenderratable benefit of Lenders and Lenders covering the Collateral; and (k) Within five (5) days after receiving notice from the Servicer (or the Engineering Consultant), the Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removal.

Subsequent Advances. The right obligation of Lender to make any advance hereunder (including the Borrower to draw any subsequent advances of funds from the Project Fund initial advance) shall be subject to the satisfaction further conditions precedent that, on and as of the following conditions: date of such advance: (a) The Borrower shall have delivered the items listed on Part B representations and warranties of Schedule 7 attached hereto. (b) If the Improvements shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to be Perimeter and are diligently being restored in accordance with the terms of the Mortgage; (c) There shall not be a continuing Event of Default or a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary each Related Party set forth in this Agreement, no sums Agreement and any other Loan Document shall be disbursed until accurate in all material respects, before and after giving effect to such advance or issuance and to the Borrower has delivered a waiver or full or partial release application of liens from all contractorsany proceeds thereof, subcontractors, materialmen or others who may be entitled except to the extent that such representations and warranties expressly relate to a lienspecific date, as permitted by law for the work for in which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement case they shall have been deposited with accurate in all material respects as of such specified date; (b) no Default or Event of Default has occurred and is continuing, upon notice to Borrower, or would result from such advance or issuance or from the Fiscal Agent; application of any proceeds thereof; (ic) If at no Material Adverse Change has occurred in Borrower’s, Perimeter’s or any time during Corporate Guarantor’s business, operations, financial condition, or assets or in the construction prospect of repayment of the Project, Indebtedness; (d) Lender shall have reviewed and approved the Servicer Consumer Loans which will become Eligible Receivables; (e) Lender shall have received a Borrowing Base Certificate in its sole discretion determine that the remaining undisbursed portion form and substance of the Project Fund, any other sums previously deposited Exhibit “A” attached hereto from Borrower executed by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions an Authorized Representative of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved for), andBorrower, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (j) No Material Change Order shall have been made without the written approval of the Funding Lender; and (k) Within least five (5) days after receiving notice from Business Days prior to the Servicer (or the Engineering Consultant), the Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and all portions date of the construction which requested advance; (f) Custodian shall have received at least five (5) Business Days prior to the Servicer (or date of the Engineering Consultant) may identify as failing in a substantial way requested advance the Custodian Deliverables with respect to conform each Receivable covered by the Borrowing Base Certificate delivered by Borrower with the Plans and Specifications, and will prosecute diligently or cause subject advance request; (g) Lender shall have received a Custodian Certificate from Custodian at least three (3) Business Days prior to be prosecuted diligently such removal. The Borrower further agrees to make good all portions the date of the construction requested advance certifying that Custodian has received the items in clause (f) of this Section 4.2; and (h) Lender shall have received such other materials damaged by such removalapprovals, opinions or documents as Lender shall reasonably request.

Subsequent Advances. The right obligation of the Borrower Lenders to draw any make -------------------- subsequent advances of funds from the Project Fund shall be subject to the satisfaction of the following conditions: (a) The Borrower shall have delivered the items listed on Part B of Schedule 7 attached hereto. (b) If the Improvements shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to be and are diligently being restored in accordance with the terms of the Mortgage; (c) There shall not be a continuing Event of Default or a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established Advances under the Funding Working Capital Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary as set forth in this Agreement, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release Section 2 and issue Letters of liens from all contractors, subcontractors, materialmen or others who may be entitled Credit is subject to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice satisfaction of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this such Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement shall have been deposited with the Fiscal Agent;following conditions precedent: (i) If at any time during the construction The Agent shall have received (with an executed copy for each of the ProjectLenders), a certificate, dated the Servicer shall in its sole discretion determine that the remaining undisbursed portion date of the Project Fundrequested Advance or issuance of the Letter of Credit, any other sums previously deposited and executed by the Borrower with president or a vice president of Borrower, stating the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions substance of the Partnership AgreementSubsections 4(b)(ii)(A), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, (C) and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved forD), and, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (jii) All representations and warranties contained in Section 8 hereof and in the Security Documents shall be true on the date of such requested Advance as if then given, and Borrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Security Documents to be performed or observed on or prior to the date of such requested Advance; (iii) No Material Change Order Event of Default or Unmatured Event of Default shall have been made without occurred and be continuing or would result from the written approval making of the Funding Lenderrequested Advance; (iv) Since December 31, 1995, there has been no material adverse change in the business, financial position or results of operations of Borrower as assigned by the Partnership to and assumed by Borrower pursuant to the Reorganization; (v) All legal matters relating to the Loan Documents, such Advance and the consummation of the transactions contemplated thereby shall be reasonably satisfactory to the Agent's counsel; and (kvi) Within five (5) days after receiving notice from Such Advance shall not be prohibited by any laws or any regulation or order of any court or governmental authority or agency and shall not subject the Servicer (Lender to any penalty or the Engineering Consultant)other onerous condition under or pursuant to any such law, the Borrower will commence regulation or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removalorder.

Subsequent Advances. The right obligation of the Borrower Lenders to draw any make -------------------- subsequent advances of funds from the Project Fund shall be subject to the satisfaction of the following conditions: (a) The Borrower shall have delivered the items listed on Part B of Schedule 7 attached hereto. (b) If the Improvements shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to be and are diligently being restored in accordance with the terms of the Mortgage; (c) There shall not be a continuing Event of Default or a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established Advances under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary Revolver Commitment, all as set forth in this AgreementSection 2, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release is subject to satisfaction of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this such Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement shall have been deposited with the Fiscal Agent;following conditions precedent: (i) If at any time during the construction The Agent shall have received (with an executed copy for each of the ProjectLenders) a certificate, dated the Servicer shall in its sole discretion determine that the remaining undisbursed portion date of the Project Fund, any other sums previously deposited requested Advance and executed on behalf of Borrower by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, president or upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions vice president of the Partnership AgreementBorrower, stating the substance of Subsections 3(b)(ii)(A), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, (C) and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved forD), and, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (jii) All representations and warranties contained in Section 8 hereof and in the Security Documents shall be true on the date of such requested Advance as if then given, and Borrower shall have performed or observed all terms, agreements, conditions and obligations hereunder and under the Security Documents to be performed or observed on or prior to the date of such requested Advance; (iii) No Material Change Order Event of Default or Unmatured Event of Default shall have been made without occurred and be continuing or would result from the written approval making of the Funding Lenderrequested Advance; (iv) Since December 31, 1995, there has been no material adverse change in the business, financial position or results of operations of Borrower, as assigned by the Partnership to and assumed by Borrower pursuant to the Reorganization; (v) All legal matters relating to the Loan Documents, such Advance and the consummation of the transactions contemplated thereby shall be reasonably satisfactory to the Agent's counsel; and (kvi) Within five (5) days after receiving notice from Such Advance shall not be prohibited by any laws or any regulation or order of any court or governmental authority or agency and shall not subject the Servicer (Lender to any penalty or the Engineering Consultant)other onerous condition under or pursuant to any such law, the Borrower will commence regulation or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removalorder.

Subsequent Advances. The right On the date of the Borrower to draw any subsequent advances of funds from the Project Fund shall be subject each Advance Request and on each Advance Date (other than with respect to the satisfaction of the following conditions:First Initial Advance): (a) The Borrower he Administrative Agent shall have delivered the items listed on Part B of Schedule 7 attached hereto.received all documents it may reasonably request; (b) If each of the Improvements representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been materially injured true and correct in all material respects as of such earlier date), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to similar materiality qualifiers shall be true and are diligently being restored correct in accordance with the terms all respects as of the Mortgagedate of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) There the Obligors shall not be a continuing in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default or a Defaultshall have occurred and be continuing; (d) The Servicer shall no event that has had or could reasonably be expected to have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices Material Adverse Effect has occurred and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specificationscontinuing; (e) Notwithstanding anything to the contrary Final Order shall have been entered by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date (or, in the case of the Second Initial Advance, the conditions set forth in this Agreement, no sums Section 4.1(u) shall be disbursed until satisfied as of the Borrower has delivered a waiver or full or partial release date of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requestedapplicable Advance Request and on the applicable Advance Date); (f) The Funding Lender the Final Order shall be in full force and effect, and shall not (in whole or in part) have been reversed, modified, amended, stayed, or vacated (or, in the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice case of intention to record or file a mechanic’s lien has been filed or giventhe Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) In addition to the conditions set forth Debtors shall be in this Section 9.13compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Servicer’s obligation to approve any Requisition for Retainage Interim Order) and the Obligors shall be subject to receipt by in compliance in all respect with the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursedLoan Documents; (h) All installments of Required Equity Funds then due and payable pursuant no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the Partnership Agreement shall have been deposited with Administrative Agent or the Fiscal AgentLenders, the DIP Orders; (i) If at any time during the construction delivery of the Project, the Servicer shall in its sole discretion determine that the remaining undisbursed portion of the Project Fund, any other sums previously deposited by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved for), and, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied withAdvance Request; (j) No Material Change Order all fees, expenses (including, without limitation, legal fees and expenses) and other disbursements payable under the Loan Documents or otherwise to be paid to the Administrative Agent and the Lenders on or before the Closing Date shall have been made without approved, subject to the written approval provisions of the Funding LenderDIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) Within five the Administrative Agent shall have received copies of the “second day” pleadings and orders at least two (52) days after receiving notice from Business Days before filing such “second day” pleadings and orders, and the Servicer relief requested therein shall be reasonably acceptable in form and substance to the Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (or the Engineering Consultantb), (c) and (d) of this Section 4.2 and as to the Borrower will commence or cause to be commenced matters set forth in the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removalAdvance Request.

Subsequent Advances. The right of the Borrower to draw any subsequent advances of funds from the Project Fund shall be subject to the satisfaction of the following conditions: (a) The Borrower Lender shall not be obligated to fund any Loan or incur any Letter of Credit Obligations if any of the following statements shall fail to be true on the date of each such funding, advance or incurrence, as the case may be: (i) All of the Borrower's representations and warranties contained herein or in any of the Loan Documents shall be true and correct on and as of the Closing Date and the date on which each such Advance is made (or each such Letter of Credit Obligation is incurred), as though made or incurred on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement. (ii) Any event or circumstance having a Material Adverse Effect shall have delivered occurred since June 30, 1997. (iii) No event shall have occurred and be continuing, or would result from the items listed on Part B making of Schedule 7 attached heretoany Advance (or the incurrence of any Letter of Credit Obligation) which constitutes or would constitute a Default or an Event of Default. (iv) After giving effect to such Working Capital Loan Advance (or the incurrence of any Letter of Credit Obligation), the aggregate principal amount of the Working Capital Revolving Loans shall not exceed the maximum amount permitted by Section 2.1 without requiring that a payment be made to the ----------- Lender. (v) Each of the conditions set forth in Section 5.1(a) through (f) -------------- shall continue to be satisfied by the Borrower as of such date. The request and acceptance by the Borrower of the proceeds of any Advance shall be deemed to constitute, as of the date of such request or acceptance, (i) a representation and warranty by the Borrower that the conditions in this Section have been satisfied, and (ii) a confirmation by the Borrower of the granting and continuance of the Lender's Liens pursuant to the Collateral Documents. (b) If The Borrower agrees that upon the Improvements occurrence of a Default, the making of an Advance shall have been materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to be in the Lender's sole and are diligently being restored in accordance with absolute discretion and the terms of the Mortgage; (c) There Lender shall not be a continuing Event of Default or a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no change in the state of title not approved by the Funding Lender; and (3) approval of the portion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary set forth in this Agreement, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement shall have been deposited with the Fiscal Agent; (i) If at any time during the construction of the Project, the Servicer shall in its sole discretion determine that the remaining undisbursed portion of the Project Fund, any other sums previously deposited by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or upon, Final Completion (other than Required Equity Funds which have not been deposited due to declare a default by and accelerate the Borrower under the applicable provisions of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Project Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved for), and, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (j) No Material Change Order shall have been made without the written approval of the Funding Lender; and (k) Within five (5) days after receiving notice from the Servicer (or the Engineering Consultant), the Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Specifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removalObligations.