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Attachment B (d) the executed Project Note and an endorsement of the Project Note by the Governmental Lender in favor of the Fiscal Agent; (e) the executed counterparts of the Security Instrument, the Assignment, the Construction Phase Financing Agreement and the Construction Continuing Covenant Agreement; (f) an opinion of counsel to the Borrower to the effect that the Borrower is duly organized and validly existing and in good standing under the laws of the state in which it has been organized and in good standing under the laws of each other state in which the Borrower transacts business and has full power and authority to enter into the Financing Documents to which it is a party, that its execution and delivery of and performance of its covenants in such documents do not contravene law or any provision of any other documents to which it is a party or by which it or such property is bound or affected, and that all such agreements have been duly authorized, executed and delivered by the Borrower, and are legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms; (g) a customary approving opinion of Bond Counsel, including but not limited to an opinion to the effect that the interest on the Governmental Note, under laws in effect on the date of such opinion, is excluded from gross income for federal income tax purposes and, where applicable, for State income tax purposes; (h) a certified copy of the Resolution; (i) the written request and authorization to the Fiscal Agent by the Governmental Lender to authenticate and deliver the Governmental Note to the Initial Funding Lender upon funding to the Fiscal Agent of the initial advance of the Funding Loan; (j) receipt by the Title Company and the Fiscal Agent of the amounts specified in Section 2.11 of this Funding Loan Agreement and Section 3.03 of the Project Loan Agreement; (k) evidence of a notice of redemption delivered to the Governmental Lender, Bond Counsel, and the Prior Lender regarding the refunding in full of the Prior Note on the Delivery Date together with evidence that any final rebate calculation with respect thereto shall have been made or otherwise provided for to the extent required under the Code \[Assume there is no security held by/benefitting Prior Lender that needs to be released, correct?\]; and (l) Receipt by the Fiscal Agent of a Transferee Representations Letter from the Initial Funding Lender substantially in the form attached as Exhibit C. Section 2.11 Establishment of Project Loan Fund; Application of Funding Loan Proceeds and Other Money. (a) The Fiscal Agent shall establish, maintain, and hold in trust, and there is hereby established with the Fiscal Agent a Project Loan Fund and therein a Borrower Equity Account and a Project Account. No amount shall be charged against the Project Loan Fund except as expressly provided in this Section 2.11 and Section 4.02 hereof. 23 12502516v3