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201008393 TERMS AND CONDITIONS In consideration of the above factual recitals, the mutual agreements set forth below, and for other good and valuable cansideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1 • � The Third Party Lender represents that the Thicd Party Loan is fully advanced and daes not and will not exceed the amount allowed in the Authorization. 2. Subordination of 504 Loan CDC agrees to make the 50�} Loan to the Borrower, subject ta SBA's appraval, and accept a junior and subordinate position in the Cammon Collateral upon the condition that Third Party Lender executes this Agreement and m,akes the Third Party Loan. 3 � ' The Third Party I,ender warrants and represents that all information provided to CDC, including, withaut lit�aitation, all informatian regarding the Borrower's financial condition, is accurate to the best of its knowledge and that Third Party Lender has not withheld any material information. Third Party Lender acknowledges that for purpose of this transaction, CDC is acting on behalf of the SBA, an agency in the United States Government, except that SBA accepts no liability or respansibility for any wrangful act or amission by CDG Third Party Lender further acknowledges that any false statements to CDC can be considered a false statement to the SBA, and that CDC and the SBA are relying upon the information submitted by the Third Party Lender. 4 ' If any of the Third Party Lender's documents evidencing the Third Party Loan and/or Third Party Lender Lien contain provisions that prohibit further encumbrances on the Common Collateral or subordinate debt by the Borrower or which restrict Borrower's ability to assign its lease on, or rents, incame oc pra�ts from, the Common Collateral, then Third Party Lender waives its right to enforce such provisions as they may apply to the 504 �,oan and the CDC Lien. S ' � Third Party Lender agrees that all documents evidencing the Third Party Laan and the Third Party Lender Lien will comply with the 504 Loan Program requirements as established by the SBA and including those identified in the fallowing subparagraphs and in the event that it is determined that one or more of the prqvisions in such documents do not camply with any of these 504 Loan Program requirements, Third Party Lender agrees to waive the right to enforce all such provisions. a. No OQen-Ended Fe� No Fu�ure Advances.,, The Third Party Loan must not be open-ended. After cortapletion of the project, the Third Party Lender may not make future advances under the Third Party Loan except expenditures to collect the amounts due the Third Party Loan notes, maintain callateral and protect the Third Party Lender's lien position on the Third Party Loan. b. No Earl,y Call �r Demand „Provisions,� Third Pariy Lender agrees that Third Party Loan documents must not contain any early call feature or perrnit the Lender to make demand prior to maturity unless the laan is in default. c. Na Cross-Callatecalization Third Party Lender agrees that the Common Callateral is not now, and will not be in the future, security for any other financing provided by Third Party Lender to Borrower other than the Third Party Loan in a superior position ta that of the CDC lien unless authorized in writing by CDC and SBA. S$A Form 2287 (August 2007) „