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201�0314� TERMS AND CONDITIONS In consideration of the above factual recitals, the mutual agreements set forth below, and for other good and valuable consideration, the receipt and su�ciency of which are hereby acknowledged, the parties agree as follows: 1. A ount of Third Party Loan The Third Party Lender represents that the Third Party Loan is fully advanced and does not and will not exceed the amount allowed in the Authorization. 2. Subordination of 504 Loan. CDC agrees to make the 504 Loan to the Borrower, subject to SBA's approval, and accept a junior and subordinate position in the Common Collateral upon the condition that Third Party Lender executes this Agreement and makes the Third Party Loan. 3. Accurate Information. The Third Party Lender warrants and represents that all information provided to CDC, including, without limita.tion, all information 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. T'hird Party Lender acknowledges that for purpose of this transaction, CDC is acting on behalf of the SBA, an agency in the United Sta.tes Government, except that SBA accepts no liability or responsibility for any wrongful act or omission by CDC. 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. Waiver of Provision Not to Encu ber mmon Collateral If any of the Third Party Lender's documents evidencing the Third Party Loan and/or Third Paxty 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, income or profits from, the Common Collateral, then Third Party Lender waives its right to enforce such provisions as they may apply to the 504 Loan and the CDC Lien. 5. �nlia ce with 504 L.�an Prc�gra�m Re�,uirements Third Party Lender agrees that all documents evidencing the Third Party Loan and the Third Party Lender Lien will comply with the 504 Loan Program requirements as esta.blished by the SBA and including those identified in the following subparagraphs and in the event that it is determined that one or more of the provisians in such documents do not comply with any of these 504 Loan Program requirements, Third Party Lender agrees to waive the right to enforce all such provisions. a. No Open-Ended Features and No Future Advances. The 'Third Party Loan must not be open-ended. After completion of the project, the Third Party Lender inay not make future advances under the Third Party Loan except expenditures to collect the amounts due the Third Party Loan notes, maintain collateral and protect the Third Party Lender's lien position on the Third Parly Loan. b. No Early Call or Demand Provisions. Third Party Lender agrees that Third Party Loan must not contain any early call feature or contain any demand provisions unless the loan is in default. c.� No Cross-Collateralization. Third Party Lender agrees that the Common Collateral 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 to that of the CDC lien unless authorized in writing by CDC and SBA. SBA Form 2287 (September 2010) 2