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132759067v2 8 terms and conditions set forth herein, the proceeds received from the Note by causing such sums to be advanced to the Borrower and disbursed at Closing or pursuant to this Agreement. Section 3.2 Documents Required Prior to Closing and Disbursement of the Loan. Prior to the closing and any advance of the proceeds, the Borrower shall deliver to the Lender the following: (1) The Note; (2) This Agreement; (3) The Pledge Agreement; (4) The Mortgage; (5) The Security Agreement; (6) Opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (7) An opinion of Taft Stettinius & Hollister LLP, to the effect that the Issuer has duly authorized the Note and that the interest thereon is exempt from federal income taxation and subject to other conditions acceptable to the Lender; (8) 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501(c)(3) of the Code and such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (7) above; and (9) Any certification, instrument, assignment or other document referenced in or required by any of the foregoing. Section 3.3 Disbursement of the Loan. Pursuant to this Agreement and the Act, the Issuer authorizes the Borrower to provide directly for the financing of the Project in such manner as determined by the Borrower and hereby authorizes the Lender to advance the proceeds of the Note directly to or for the benefit of the Borrower or such other parties as may be entitled to payment or reimbursement for Project Costs or Issuance Expenses. At Closing Lender will advance Note Proceeds of $__________ as follows: $________ of the Note proceeds will be disbursed for Issuance Expenses and $_____________ of the Note proceeds will be disbursed to the Borrower for costs of the Project, provided that no more than 2% of the amount actually advanced on the Note may be used to pay Issuance Expenses. The remainder of the proceeds of the Note shall be disbursed for Project Costs in accordance with the Disbursing Agreement. Section 3.4 Repayment. Subject to the prepayment provisions set forth in the Note, the Borrower agrees to repay the Loan by making all payments of principal, interest, and any premium or charge that are required to be made by the Issuer under the Note at the times and in the amounts provided therein. All payments shall be made directly to the Lender as provided in the Note for the account of the Issuer. The Borrower represents and covenants that the source of