Common use of Future Advances Clause in Contracts

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently to administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of such Revolving Credit ---------- -- Loan, multiplied by (iii) a fraction, the numerator of which is the number of ---------- -- days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount ----- ----- due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall promptly notify the Borrower and shall be entitled to recover such amount from the Borrower on demandwithin 3 Business Days following the date upon which such Revolving Loan was made, with interest thereon at the rate per annum applicable to the such Revolving Credit Loans made on such dateLoans.

Future Advances. (a) 7.4.1 In order to more conveniently administer the Revolving Loans, each Bank hereby authorizes the Administrative Agent mayto make all Revolving Loans and issue all Letters of Credit under this Agreement in accordance with the terms and conditions of each Draw Certificate approved by the Banks in accordance with the terms hereof. Whether or not this Agreement has been terminated, unless notified an Event of Default then exists, the Obligations have been accelerated or the Agent is proceeding to liquidate the Collateral, each Bank hereby irrevocably and unconditionally agrees to transfer to the contrary Agent, at an account designated for such transfers by any Bank prior to the Agent, by no later than 1:00 p.m. (Boston time) on the Business Day next following the date upon on which any the Agent has funded a Revolving Credit Loan is pursuant to be made, assume that such Bank has made available to an approved Draw Certificate in accordance with the Administrative Agent on such date the amount terms of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, an amount (the “Reimbursement Amount”) in immediately available federal funds sufficient to reimburse the Agent for such Bank’s Commitment Percentage of the Revolving Loan requested in such Draw Certificate. In addition: (a) In the event that a Bank does not provide the Agent with any Reimbursement Amount in accordance with this Section 7.4.1, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available has advanced a corresponding amount to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent on such amount on a date after the date upon which the Revolving Credit Loan is madeBank’s behalf, such Bank shall pay the Agent interest on such Reimbursement Amount at the rate charged to the Administrative Borrower for such corresponding amount under this Agreement for each Business Day on which such Bank fails to provide said Reimbursement Amount, commencing on the Business Day on which said Reimbursement Amount was due to be provided to the Agent; (b) Funds advanced by the Agent upon presentation of a sight or time draft under a Letter of Credit shall be considered a “Revolving Loan” for purposes of this Section 7.4.1 initially made by the Agent at such time as such funds are actually advanced by the Agent; and (c) For purposes of calculating interest income and other applicable charges, each Revolving Loan made by the Agent on demand behalf of any Bank shall be considered a Revolving Loan from the Agent to the Borrower until such time as the Agent receives the Reimbursement Amount allocable to such Revolving Loan from such Bank, and thereafter shall be considered a Revolving Loan from such Bank to the Borrower. 7.4.2 If for any reason any Bank shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Agent its Commitment Percentage of any advance requested in a Draw Certificate approved in accordance with this Agreement (a “Delinquent Bank”), and such failure is not cured within ten (10) days of receipt from the Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the Agent, other Banks, the Borrower or any other party at law or in equity, and not as a limitation thereof: (a) Such Delinquent Bank’s right to participate in the administration of, or decision-making rights related to, the Revolving Loans, the Letters of Credit, this Agreement or the other Credit Documents shall be suspended during the pendency of such failure or refusal (and in furtherance of the foregoing, (i) such Delinquent Bank’s Commitment Percentage shall not be considered in any determination of the term “Majority Banks,” and (ii) such Delinquent Bank shall not be included in any consents, waivers, approvals or determinations requiring the consent of the Majority Banks or of all of the Banks); (b) Such Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Revolving Loans, interests, fees or otherwise, to the non-delinquent Banks, for application to, and reduction of, their proportionate shares of the outstanding Revolving Loans until, as a result of application of such assigned payments, the Delinquent Bank’s percentage of all of the outstanding Revolving Loans shall equal its Commitment Percentage. The Delinquent Bank’s decision-making and participation rights to payments as set forth in this Section shall be restored only at such time as (i) the remaining outstanding Revolving Loans advanced by the Delinquent Bank equals its Commitment Percentage of all then outstanding Revolving Loans, and (ii) the Delinquent Bank shall have paid to the Agent (for the pro rata benefit of all of the non-delinquent Banks) an amount equal to the product Delinquent Bank’s portion of (i) the average computed for Unused Commitment Fee, and any other fee accruing to the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent time during each day included in which such periodBank is a Delinquent Bank, multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is equal to the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, Delinquent Bank was delinquent and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement.364; and (c) Anything The non-delinquent Banks shall also have the right, but not the obligation, in their respective, sole and absolute discretion, exercisable by irrevocable written notice to the Agent, the Delinquent Bank and all of the other Banks, to acquire for no cash consideration a portion of the Delinquent Bank’s Commitment to fund future Revolving Loans (the “Future Commitment”) equal to the lesser of (i) the portion of the Future Commitment such electing Bank indicates in its notice of exercise, and (ii) such electing Bank’s share of the Future Commitment determined pro rata in accordance with the Commitment Percentages of all Banks making such an election from time to time. Upon any such purchase of the Commitment of any Delinquent Bank’s Future Commitment, the Delinquent Bank’s share in future Revolving Loans and Letters of Credit and its rights under the Credit Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Bank shall promptly execute all documents reasonably requested to further evidence surrender and transfer of such interest. Each Delinquent Bank shall indemnify the Agent and each non-delinquent Bank from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys’ fees and funds advanced by the Agent or by any non-delinquent Bank, on account of such Delinquent Bank’s failure to timely fund its Commitment Percentage of a Revolving Loan advance or to otherwise perform its obligations under this Agreement to or any other Credit Document. 7.4.3 Notwithstanding the contrary notwithstandingprovisions hereof, the obligations to make Revolving Loans under the terms of this Agreement shall be the several and not joint obligation of each Bank; provided, however, that during such time as (a) there is no Default or Event of Default outstanding, and (b) (i) the Banks and aggregate outstanding principal balance of Revolving Loans funded by each non-delinquent Bank, plus (ii) the then Stated Amount of Letters of Credit times such Bank’s Commitment Percentage is less than such Bank’s Commitment, then such Bank shall fund its ratable portion of any advances advance of any Delinquent Bank. Any Revolving Loans made by the Administrative Agent on behalf of any a Bank are strictly for the administrative convenience of the parties and shall in no way diminish any such Bank's ’s liability to the Agent to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's ’s share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's ’s share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's ’s share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's ’s share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's ’s liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's ’s share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Revolving Loans, Fleet, Key and Sovereign do hereby authorize the Administrative Agent mayand Citizens to make all Revolving Loans and advances, unless notified subject to the contrary by any Bank prior terms and conditions of this Agreement, to the date upon Borrowers, which are requested by the Borrowers on any Revolving Credit Loan Business Day. Fleet, Key and Sovereign do hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to be madeliquidate any collateral, assume that such Bank has made available to transfer to the Administrative Agent on the last Business Day of each week, if not already transferred, sufficient immediately available federal funds to reimburse Citizens for Fleet, Key and Sovereign’s respective Commitment Percentages of all Revolving Loans and other advances made during such date weekly period after taking into account payments received by the amount Agent; provided, however, that upon the request of the Agent, such Bank's share of such Revolving Credit Loan reimbursement shall also be required to be made by Fleet, Key and Sovereign at the end of any fiscal quarter and fiscal year of the Borrowers. Any payments made by the Agent on behalf of any Borrower shall constitute Revolving Loans or other advances initially made by the Agent at such date time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of Fleet, Key and Sovereign shall be, for purposes of interest income and other charges, considered loans from Fleet, Key and Sovereign to the Borrowers at such time as the Agent receives from Fleet, Key and Sovereign funds as provided in this AgreementSection 8.3, and the Administrative Agent may (but it shall not be required to), in reliance upon prior to such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of time such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from Loans and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection advances shall be prima facie evidence considered, for purposes of the amount due interest income and owing to the Administrative Agent by such Bank. (b) other charges, loans from Citizens. The Administrative Agent may at any time, in its sole discretion, time upon notice to any BankFleet, Key and Sovereign (i) refuse to make any Revolving Credit Loan to the Borrower Loans and advances on behalf of such Bank Fleet, Key and Sovereign unless such Bank Fleet, Key and Sovereign shall have provided to the Administrative Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks’ respective Commitment Percentage; (ii) require Fleet, Key and Sovereign to such Bank's share of fund such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement Loans and advances before making such Revolving Loans and advances to the contrary notwithstandingBorrower requesting the same; or (iii) require that Fleet, Key and Sovereign immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks’ respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be the several and not joint obligation of each of the Banks Fleet, Key, Sovereign and Citizens, and any advances made by the Administrative Agent on behalf of any Bank Fleet, Key and Sovereign are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's Fleet, Key and Sovereign’s liability to the Agent and Citizens to repay the Administrative Agent for such Revolving Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified On or prior to the contrary Final Draw Date and upon request by any Bank Borrower and compliance by Borrower and Property Guarantors with the terms and conditions of this Section 2.1(1)(b), Borrower shall have the right to request no more than two Future Advances in the aggregate principal amount not to exceed the Maximum Future Advance Amount. Each borrowing of a Future Advance shall be made on notice, given not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date upon which any Revolving Credit Loan is to be madeof the proposed borrowing in the case of a borrowing consisting of LIBOR Loans, assume that such Bank has made available or not later than 1:00 P.M. (New York City time) on the date one Business Day prior to the date of the proposed borrowing in the case of a borrowing consisting of Base Rate Loans, by Borrower to Administrative Agent on Agent, which shall give to each Lender prompt notice thereof. Each such request for a borrowing (a “Borrowing Request”) shall be by telephone, confirmed immediately in writing, in each case in substantially the form of Exhibit N hereto (or such other form as may be reasonably acceptable to Administrative Agent), specifying therein the (i) requested date the of such borrowing, (ii) requested Type of Loans comprising such borrowing, (iii) requested aggregate amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreementborrowing, and (iv) account details for the Administrative Agent may account in which the applicable Future Advance should be deposited. In no event shall (but it shall not A) the total amount advanced under the Loans, including the Initial Advance and all Future Advances, exceed $1,500,000,000 in the aggregate, (B) the aggregate principal amount of Future Advances exceed the Maximum Future Advance Amount, or (C) the Lenders be required to), in reliance upon such assumption, obligated to make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date Future Advances after the date upon which Final Draw Date. Future Advances complying with the Revolving Credit Loan is made, such Bank immediately preceding sentences of this Section 2.1(1)(b) shall pay to be advanced in accordance with the Administrative Agent on demand an amount equal to the product of following provisions: (i) Subject to the average computed limitations set forth herein, the Maximum Future Advance Amount shall be advanced by the Lenders pursuant to no more than two Future Advances on or prior to the Final Draw Date pro rata in accordance with their respective Commitments with respect thereto (after taking into account all applicable adjustments provided for in Section 2.12(4); (ii) With regard to each Future Advance, the proceeds of each Future Advance shall be used by Borrower (A) to cause the refinancing of the existing mortgage debt encumbering the Future Advance Properties (including all interest and fees related thereto), (B) to pay fees and expenses relating to the Loans and (C) for the period referred to other purposes permitted in clause Section 2.1(4)(f); (iii) below, Each Future Advance shall be considered an advance of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such periodLoans, multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date shall be added to the date on which unpaid principal balance of the amount Loans as of the day such Bank's share Future Advance is made for purposes of such Revolving Credit Loan shall become immediately available to Borrower’s payment obligations under this Agreement and the Administrative AgentNote, and the denominator of which is 360 or 365repayment thereof, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, together with interest thereon at the rate per annum Applicable Interest Rate, and shall be secured by the Mortgage and the other Loan Documents securing the Loan; (iv) The Lenders shall have no obligation to make a Future Advance at any time during which a Potential Default (other than a non-monetary default that would not cause a Material Adverse Effect for the Individual Properties taken as a whole) exists or if an Event of Default has occurred and is continuing. The making of a Future Advance by the Lenders at the time when a Potential Default (other than a non-monetary default that would not cause a Material Adverse Effect for the Individual Properties takes as a whole) exists or an Event of Default has occurred and is then continuing shall not be deemed a waiver or cure by Administrative Agent or Lenders of that Potential Default or Event of Default, nor shall Administrative Agent’s or Lenders’ rights and remedies be prejudiced in any manner thereby; (v) The Lenders’ obligation to make each Future Advance shall be conditioned upon the satisfaction of each of the following conditions precedent: (A) The applicable Future Advance Property Guarantor shall have executed and delivered the applicable Future Advance Loan Documents at Borrower’s cost and expense to the Revolving Credit Loans title company issuing the Title Insurance Policy described in clause (B) below on the Closing Date of the applicable Future Advance, to be held in escrow until the conditions contained in this Section 2.1(1)(b) are met; (B) The applicable Future Advance Property Guarantor shall have delivered to Administrative Agent, at Borrower’s cost and expense (1) a Title Insurance Policy reasonably acceptable to Administrative Agent with respect to the applicable Future Advance Mortgage insuring the applicable Future Advance Mortgage as a first-priority mortgage or deed of trust lien in the form attached hereto as Exhibit I in an amount not to exceed the Allocated Loan Amount of such Future Advance Property, and dated as of the date of the recording of the applicable Future Advance Mortgage, (2) a Survey reasonably acceptable to Administrative Agent with respect to the applicable Future Advance Property, and (3) one or more opinions of counsel with respect to the applicable Future Advance Loan Documents in form attached hereto as Exhibit J; (C) The applicable Future Advance Property Guarantor shall be in good standing under the laws of the State of its organization on the Closing Date of the applicable Future Advance as evidenced by a good standing certificate obtained at Borrower’s cost and expense and dated within thirty (30) days of such Closing Date and delivered to Administrative Agent; (D) To the extent not delivered on the initial Closing Date, the applicable Future Advance Property Guarantor shall have delivered to Administrative Agent such documentation with respect to the applicable Future Advance Property Guarantor and the applicable Future Advance Property as was required to be delivered with respect to each other Property Guarantor on the initial Closing Date including, without limitation, (i) resolutions, certificates, good standing certificates and qualifications to do business, (ii) a solvency certificate, (iii) certificates of insurance and (iv) material consents and approvals; (E) Borrower shall have delivered to Administrative Agent an Officer’s Certificate of Borrower, dated as of the date of the Closing Date of the applicable Future Advance, (i) stating that there has occurred no event that is reasonably likely to have a Material Adverse Effect on the applicable Future Advance Property owned by the applicable Future Advance Guarantor taken individually, or on all other Individual Properties taken together since the funding of the Initial Advance and (ii) stating that Borrower has no knowledge of any event that would cause the representations and warranties made by Borrower and/or any Property Guarantor in this Agreement or any other Loan Document as to each Individual Property to be untrue or incorrect in any material respect on and as of the date such Future Advance is made; (F) Borrower (i) shall have delivered to Administrative Agent tenant estoppel certificates from tenants occupying not less than 70% of the owned, inline retail and office square footage comprising each Key Property and 70% of the aggregate owned, inline retail and office square footage of all Individual Properties that are not Key Properties (taken together with the estoppels received with respect to all Individual Properties that are not Future Advance Properties); provided, however, that Borrower shall have the right to deliver a Borrower estoppel to the extent that any estoppels required under this clause (i) are not received in order to meet the condition set forth in this clause (i) up to a maximum, with respect to any Individual Property, of 10% of the gross leasable area of such Individual Property, (ii) shall have used commercially reasonable efforts to deliver tenant estoppel certificates from all anchors and national and regional department stores, (iii) shall have used commercially reasonable efforts to deliver estoppels and consents from all applicable ground lessors under the Ground Leases in form reasonably satisfactory to the Arrangers and (iv) shall have used commercially reasonable efforts to deliver estoppels from any parties subject to any Reciprocal Easement Agreements material to the use or operation of the applicable Individual Property, Condominium Documents, and TIF Agreements affecting the Individual Properties, provided that if Borrower shall fail to obtain estoppels from any anchor tenants, department store tenants, ground lessors or parties subject to such Reciprocal Easement Agreements, Condominium Documents or TIF Agreements, Borrower shall be permitted to deliver Borrower estoppels with respect to a maximum of ten, less the number of all such Borrower estoppels previously delivered to Administrative Agent in connection with the Initial Advance, any other Future Advance Property and any Property Substitution, in the aggregate of the related agreements in order to satisfy the requirements of clauses (ii) through (iv); (G) The Debt Yield (Closing Date) on the Closing Date of the applicable Future Advance, after giving effect to the applicable Future Advance and including the Net Operating Income of the applicable Future Advance Property, shall be equal to or greater than 10%; (H) The Loan to Value Ratio on the Closing Date of the applicable Future Advance, after giving effect to the applicable Future Advance and including the appraised value of the applicable Future Advance Property as set forth in the Appraisal delivered to Administrative Agent in connection with the Closing Date of the Initial Advance shall not exceed 65.3%; (I) Borrower shall have delivered a Subordination of Management Agreement with respect to any Management Agreement relating to such Future Advance Property; and (J) Borrower shall have paid all reasonable out-of-pocket costs and expenses incurred by Administrative Agent and the Lenders in connection with each Future Advance, including the reasonable attorney’s fees of Administrative Agent incurred in connection with the closing and funding of each Future Advance (subject to any applicable caps on such datefees as may be set forth in the Fee Letter or Commitment Letter). (vi) If by the Final Draw Date any portion of the Maximum Future Advance Amount shall remain unadvanced, then Borrower shall have no future right to obtain any Future Advance pursuant to this Section 2.1(1)(b) with respect to such unadvanced portion of the Maximum Future Advance Amount. (vii) Any Lender’s obligations to fund its pro rata share of any Future Advance in accordance with the terms and provisions of this Agreement is a several obligation of such Lender to Borrower separate and apart from any other obligation of Borrower to Lenders under the other provisions of this Agreement and the other Loan Documents. The obligations of Borrower to Lenders under this Agreement and the other Loan Documents shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense of Borrower, against any Lender by reason of such Lender’s failure to (A) perform its obligations under this Section 2.1(1) or (B) fund its applicable Commitment.

Future Advances. (a) In order to more conveniently administer the Revolving Loans, Citizens, Key, ▇▇▇▇▇ Fargo and JPM do hereby authorize the Administrative Agent mayand Citizens to make all Revolving Loans and advances, unless notified subject to the contrary by any Bank prior terms and conditions of this Agreement, to the date upon Borrowers, which are requested by the Borrowers on any Revolving Credit Loan Business Day. Citizens, Key, ▇▇▇▇▇ Fargo and JPM do hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to be madeliquidate any collateral, assume that such Bank has made available to transfer to the Administrative Agent on the last Business Day of each week, if not already transferred, sufficient immediately available federal funds to reimburse the Agent for Citizens, Key, ▇▇▇▇▇ Fargo and JPM’s respective Commitment Percentages of all Revolving Loans and other advances made during such date weekly period after taking into account payments received by the amount Agent; provided, however, that upon the request of the Agent, such Bank's share of such Revolving Credit Loan reimbursement shall also be required to be made by Citizens, Key, ▇▇▇▇▇ Fargo and JPM at the end of any fiscal quarter and fiscal year of the Borrowers. Any payments made by the Agent on behalf of any Borrower shall constitute Revolving Loans or other advances initially made by the Agent at such date time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of Citizens, Key, ▇▇▇▇▇ Fargo and JPM shall be, for purposes of interest income and other charges, considered loans from Citizens, Key, ▇▇▇▇▇ Fargo and JPM to the Borrowers at such time as the Agent receives from Citizens, Key, ▇▇▇▇▇ Fargo and JPM funds as provided in this AgreementSection 8.3, and the Administrative Agent may (but it shall not be required to), in reliance upon prior to such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of time such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from Loans and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection advances shall be prima facie evidence considered, for purposes of the amount due interest income and owing to the Administrative Agent by such Bank. (b) other charges, loans from Citizens. The Administrative Agent may at any time, in its sole discretion, time upon notice to any BankCitizens, Key, ▇▇▇▇▇ Fargo and JPM (i) refuse to make any Revolving Credit Loan to the Borrower Loans and advances on behalf of such Bank Citizens, Key, ▇▇▇▇▇ Fargo and JPM unless such Bank Citizens, Key, ▇▇▇▇▇ Fargo and JPM shall have provided to the Administrative Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks’ respective Commitment Percentage; (ii) require Citizens, Key, ▇▇▇▇▇ Fargo and JPM to such Bank's share of fund such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement Loans and advances before making such Revolving Loans and advances to the contrary notwithstandingBorrower requesting the same; or (iii) require that Citizens, Key, ▇▇▇▇▇ Fargo and JPM immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks’ respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be the several and not joint obligation of each of the Banks Citizens, Key, ▇▇▇▇▇ Fargo and JPM, and any advances made by the Administrative Agent on behalf of any Bank Citizens, Key, ▇▇▇▇▇ Fargo and JPM are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's Citizens, Key, ▇▇▇▇▇ Fargo and JPM’s liability to the Agent to repay the Administrative Agent for such Revolving Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Revolving Loans, Citizens, Key, TD and JPM do hereby authorize the Administrative Agent mayand Citizens to make all Revolving Loans and advances, unless notified subject to the contrary by any Bank prior terms and conditions of this Agreement, to the date upon Borrowers, which are requested by the Borrowers on any Revolving Credit Loan Business Day. Citizens, Key, TD and JPM do hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to be madeliquidate any collateral, assume that such Bank has made available to transfer to the Administrative Agent on the last Business Day of each week, if not already transferred, sufficient immediately available federal funds to reimburse the Agent for Citizens, Key, TD and JPM’s respective Commitment Percentages of all Revolving Loans and other advances made during such date weekly period after taking into account payments received by the amount Agent; provided, however, that upon the request of the Agent, such Bank's share of such Revolving Credit Loan reimbursement shall also be required to be made by Citizens, Key, TD and JPM at the end of any fiscal quarter and fiscal year of the Borrowers. Any payments made by the Agent on behalf of any Borrower shall constitute Revolving Loans or other advances initially made by the Agent at such date time as such funds are actually provided, or such payments are made, by the Agent. All Revolving Loans and other advances made by the Agent on behalf of Citizens, Key, TD and JPM shall be, for purposes of interest income and other charges, considered loans from Citizens, Key, TD and JPM to the Borrowers at such time as the Agent receives from Citizens, Key, TD and JPM funds as provided in this AgreementSection 8.3, and the Administrative Agent may (but it shall not be required to), in reliance upon prior to such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of time such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from Loans and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection advances shall be prima facie evidence considered, for purposes of the amount due interest income and owing to the Administrative Agent by such Bank. (b) other charges, loans from Citizens. The Administrative Agent may at any time, in its sole discretion, time upon notice to any BankCitizens, Key, TD and JPM (i) refuse to make any Revolving Credit Loan to the Borrower Loans and advances on behalf of such Bank Citizens, Key, TD and JPM unless such Bank Citizens, Key, TD and JPM shall have provided to the Administrative Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks’ respective Commitment Percentage; (ii) require Citizens, Key, TD and JPM to such Bank's share of fund such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement Loans and advances before making such Revolving Loans and advances to the contrary notwithstandingBorrower requesting the same; or (iii) require that Citizens, Key, TD and JPM immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks’ respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be the several and not joint obligation of each of the Banks Citizens, Key, TD and JPM, and any advances made by the Administrative Agent on behalf of any Bank Citizens, Key, TD and JPM are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's Citizens, Key, TD and JPM’s liability to the Agent to repay the Administrative Agent for such Revolving Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Revolving Loans, FNBB does hereby authorize the Administrative Agent mayand SSB to make all Revolving Loans and advances, unless notified subject to the contrary by any Bank prior terms and conditions of this Agreement, to the date upon Borrowers, which are requested by the Borrowers on any Business Day. FNBB does hereby further irrevocably agree, whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to liquidate any collateral, to transfer to the Agent on each Business Day, if not already transferred, sufficient immediately available federal funds to reimburse SSB for FNBB's respective Commitment Percentage of all Revolving Credit Loan is to be Loans and other advances made during such Business Day after taking into account payments received by the Agent. Any payments made by the Agent on behalf of any Borrower shall constitute Revolving Loans initially made by the Agent at such time as such funds are actually provided, or such payments are made, assume that such Bank has by the Agent. All Revolving Loans and other advances made available by the Agent on behalf of FNBB shall be, for purposes of interest income and other charges, considered loans from FNBB to the Administrative Borrowers at such time as the Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date receives from FNBB funds as provided in this AgreementSection 8.3, and the Administrative Agent may (but it shall not be required to), in reliance upon prior to such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of time such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from Loans and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection advances shall be prima facie evidence considered, for purposes of the amount due interest income and owing to the Administrative Agent by such Bank. (b) other charges, loans from SSB. The Administrative Agent may at any time, in its sole discretion, time upon notice to any Bank, FNBB (i) refuse to make any Revolving Credit Loan to the Borrower Loans and advances on behalf of such Bank FNBB unless such Bank FNBB shall have provided to the Administrative Agent immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks' respective Commitment Percentage; (ii) require FNBB to such Bank's share of fund such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement Loans and advances before making such Revolving Loans and advances to the contrary notwithstandingBorrower requesting the same; or (iii) require that FNBB immediately transfer to the Agent on each Business Day immediately available federal funds sufficient to cause the outstanding Revolving Loans to equal each of the Banks' respective Commitment Percentage. Notwithstanding the provisions hereof, the obligations to make Revolving Loans and advances under the terms of this Agreement shall be the several and not joint obligation of each of the Banks FNBB and SSB, and any advances made by the Administrative Agent on behalf of any Bank FNBB are strictly for the administrative convenience of the parties and shall in no way diminish any BankFNBB's liability to the Agent and SSB to repay the Administrative Agent for such Revolving Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently to administer the Revolving Credit Loans, the Administrative Agent may, unless notified to the contrary by any Bank on or prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's ’s share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's ’s share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's ’s share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower Borrowers on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's ’s share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Revolving Credit Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's ’s liability to repay the Administrative Agent for such Revolving Credit Loans and advances. If the amount of any Bank's ’s share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower Borrowers is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall promptly notify the Borrowers and shall be entitled to recover such amount from the Borrower on demandBorrowers within 3 Business Days following the date upon which such Revolving Credit Loan was made, with interest thereon at the rate per annum applicable to the such Revolving Credit Loans Loans. If the Borrowers do not make such payment when due, then each of the Banks or the Issuing Bank, as the case may be, severally agrees to repay to the Administrative Agent, forthwith on demand, such amount (up to each Bank's Commitment Percentage of such amount), in immediately available funds with interest thereon, for each day from and including the date such amount was advanced to the Borrowers to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation; provided that in no event shall any Bank be required to fund in excess of such Bank's aggregate Revolving Credit Commitment. (d) Subject to the terms and conditions hereof, (x) each Bank shall make available to the Administrative Agent, in immediately available funds, no later than 1:00 p.m., Boston, Massachusetts time, on the date upon which any Base Rate Revolving Credit Loan or Eurodollar Rate Loan is to be made, such Bank’s Commitment Percentage of the requested Revolving Credit Loan and (y) the Swingline Lender shall make available to the Administrative Agent, in immediately available funds, no later than 4:00 p.m. (Boston, Massachusetts time), on the date upon which any Swingline Loan is to be made, the amount of such Swingline Loan to be made on such date. The Administrative Agent shall, in turn, make each Revolving Credit Loan (including any Swingline Loan) on the effective date specified therefor by crediting the amount of such Revolving Credit Loan (including any Swingline Loan) to the Borrowers’ demand deposit account with the Administrative Agent. In no event shall the Administrative Agent (in its capacity as Administrative Agent) have any obligation to make any funding or shall any Bank be obligated to fund more than its Commitment Percentage of the requested Revolving Credit Loan. Revolving Loans to be made for the purpose of refunding Swingline Loans shall be made by the Banks as provided in Section 2.5.10 hereof.

Future Advances. (a) In order to more conveniently to administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank Lender prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank Lender has made available to the Administrative Agent on such date the amount of such BankLender's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank Lender makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent Federal Funds Effective Rate during each day included in such period, multiplied by (ii) the amount of such BankLender's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such BankLender's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank Lender with respect to any amounts owing under this subsection paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such BankLender. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any BankLender, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank Lender unless such Bank Lender shall have provided to the Administrative Agent immediately available federal funds equal to such BankLender's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation obligations of each of the Banks Lenders and any advances made by the Administrative Agent on behalf of any Bank Lender are strictly for the administrative convenience of the parties and shall in no way diminish any BankLender's liability to the Administrative Agent and Bank of Boston Connecticut to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.Administrative

Future Advances. (a) 9.4.1 In order to more conveniently administer the Loans, each Bank hereby authorizes the Administrative Agent mayto make all Loans and issue all Letters of Credit under this Agreement in accordance with the terms and conditions of each Draw Certificate approved by the Banks pursuant to SECTION 2.1.4 and SECTION 3.8.6 hereof. Whether or not this Agreement has been terminated, unless notified an Event of Default then exists, the Obligations have been accelerated or the Agent is proceeding to liquidate the Collateral, each Bank hereby irrevocably and unconditionally agrees to transfer to the contrary Agent, at an account designated for such transfers by any Bank prior to the Agent, by no later than 1:00 p.m. (Boston time) on the Business Day next following the date upon on which any Revolving Credit the Agent has funded a Loan is pursuant to be madean approved Draw Certificate, assume that such Bank has made an amount (the "Reimbursement Amount") in immediately available federal funds sufficient to reimburse the Administrative Agent on such date the amount of for such Bank's share Commitment Percentage of the Loan requested in such Revolving Credit Loan to be made on such date as provided Draw Certificate. In addition: (A) In the event that a Bank does not provide the Agent with any Reimbursement Amount in accordance with this AgreementSECTION 9.4.1, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available has advanced a corresponding amount to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent on such amount on a date after the date upon which the Revolving Credit Loan is madeBank's behalf, such Bank shall pay the Agent interest on such Reimbursement Amount at the rate charged to the Administrative Borrower for such corresponding amount under this Agreement for each Business Day on which the Bank fails to provide said Reimbursement Amount, commencing on the Business Day on which said Reimbursement Amount was due to be provided to the Agent; (B) Funds advanced by the Agent upon presentation of a sight or time draft under a Letter of Credit shall be considered a "Loan" for purposes of this SECTION 9.4.1 initially made by the Agent at such time as such funds are actually advanced by the Agent; and (C) For purposes of calculating interest income and other applicable charges, each Loan made by the Agent on demand behalf of any Bank shall be considered a Loan from the Agent to the Borrower until such time as the Agent receives the Reimbursement Amount allocable to such Loan from such Bank, and thereafter shall be considered a Loan from such Bank to the Borrower. 9.4.2 If for any reason any Bank shall fail or refuse to abide by its obligations under this Agreement, including without limitation its obligation to make available to the Agent its Commitment Percentage of any advance requested in a Draw Certificate approved in accordance with this Agreement (a "Delinquent Bank"), and such failure is not cured within ten (10) days of receipt from the Agent of written notice thereof, then, in addition to the rights and remedies that may be available to the Agent, other Banks, the Borrower or any other party at law or in equity, and not as a limitation thereof: (A) Such Delinquent Bank's right to participate in the administration of, or decision-making rights related to, the Loans, this Agreement or the other Loan Documents shall be suspended during the pendency of such failure or refusal (and in furtherance of the foregoing, (a) such Delinquent Bank's Commitment Percentage shall not be considered in any determination of the term "Majority Banks" and (b) such Delinquent Bank shall not be included in any consents, waivers, approvals or determinations requiring the consent of the Majority Banks or of all of the Banks); (B) Such Delinquent Bank shall be deemed to have assigned any and all payments due to it from the Borrower, whether on account of the outstanding Loans, interests, fees or otherwise, to the non-delinquent Banks, for application to, and reduction of, their proportionate shares of the outstanding Loans until, as a result of application of such assigned payments, the Delinquent Bank's percentage of all of the outstanding Loans shall equal its Commitment Percentage. The Delinquent Bank's decision-making and participation rights to payments as set forth in this Section shall be restored only at such time as (a) the remaining outstanding Loans advanced by the Delinquent Bank equals its Commitment Percentage of all then outstanding Loans and (b) the Delinquent Bank shall have paid to the Agent (for the pro rata benefit of all of the non-delinquent Banks) an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, Delinquent Bank's portion of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, Renewal Fee multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is equal to the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, Delinquent Bank was delinquent and the denominator of which is 360 or 365equal to 364; and (C) The non-delinquent Banks shall also have the right, as applicable. A statement but not the obligation, in their respective, sole and absolute discretion, exercisable by irrevocable written notice to the Agent, the Delinquent Bank and all of the Administrative Agent submitted other Banks, to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence acquire for no cash consideration a portion of the amount due and owing Delinquent Bank's Commitment to fund future Loans (the "Future Commitment") equal to the Administrative Agent by lesser of (a) the portion of the Future Commitment such Bank. electing Bank indicates in its notice of exercise and (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such electing Bank's share of such Revolving Credit Loan the Future Commitment determined pro rata in accordance with the Commitment Percentages of all Banks making such an election from time to time. Upon any such purchase of the Commitment of any Delinquent Bank's Future Commitment, the Delinquent Bank's share in future Loan Advances and its rights under the Loan Documents with respect thereto shall terminate on the date of purchase, and the Delinquent Bank shall promptly execute all documents reasonably requested to further evidence surrender and transfer of such interest. Each Delinquent Bank shall indemnify the Agent and each non-delinquent Bank from and against any and all loss, damage or expenses, including but not limited to reasonable attorneys' fees and funds advanced by the Agent or by any non-delinquent Bank, on account of such Delinquent Bank's failure to timely fund its Commitment Percentage of a Loan advance or to otherwise perform its obligations under this AgreementAgreement or any other Loan Document. (c) Anything in this Agreement to 9.4.3 Notwithstanding the contrary notwithstandingprovisions hereof, the obligations to make Loans advances of the Loan under the terms of this Agreement shall be the several and not joint obligation of each Bank, and neither the Agent nor any Bank shall be required to fund the ratable portion of the Banks and any advance of any Delinquent Bank. Any advances made by the Administrative Agent on behalf of any a Bank are strictly for the administrative convenience of the parties and shall in no way diminish any such Bank's liability to the Agent to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. 41 134 (a) In order to more conveniently to administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank Lender prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank Lender has made available to the Administrative Agent on such date the amount of such BankLender's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank Lender makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank Lender shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent Federal Funds Effective Rate during each day included in such period, multiplied by (ii) the amount of such BankLender's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such BankLender's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank Lender with respect to any amounts owing under this subsection paragraph shall be prima facie evidence of the amount due and owing to the Administrative Agent by such BankLender. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any BankLender, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank Lender unless such Bank Lender shall have provided to the Administrative Agent immediately available federal funds equal to such BankLender's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation obligations of each of the Banks Lenders and any advances made by the Administrative Agent on behalf of any Bank Lender are strictly for the administrative convenience of the parties and shall in no way diminish any BankLender's liability to the Administrative Agent and Bank of Boston Connecticut to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank Lender within 1 three (3) Business Day Days following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Loans, each Lender does hereby authorize the Administrative Agent mayand FCC to make all Loans and advances, unless notified subject to the contrary by any Bank prior terms and conditions of this Agreement and not to exceed in the aggregate the sum of all of the Lenders' Commitments, to the date upon Borrowers, which are requested by the Borrowers during any Revolving Credit Loan is Business Day. Without in any manner altering the extent to be made, assume that such Bank has made available which the Lenders have any obligation or commitment to the Administrative Borrowers to make Revolving Loans hereunder, including, without limitation, pursuant to Sections 2.1 and 4.2 hereof, each Lender does hereby further irrevocably agree, subject to the terms of Section 9.3(b), whether or not this Agreement has been terminated, an Event of Default has occurred, the Agent has accelerated the Obligations or the Agent is proceeding to liquidate the Collateral, to transfer to the Agent by 2:00 p.m. on the last Business Day of each calendar week (the "Settlement Day") sufficient immediately available federal funds to reimburse FCC for its respective Commitment Percentage of all Loans and other advances (not to exceed each Lender's Commitment) made through the close of business on the immediately preceding Business Day after taking into account all payments and prepayments of principal of Loans or other advances received by the Agent through the close of business on such date immediately preceding Business Day. The Agent shall pay in immediately available federal funds to each of the Lenders pro rata in accordance with their respective Commitment Percentages by 2:00 p.m. on the Settlement Day, the amount, if any, by which the aggregate of all such payments and prepayments exceed the aggregate amount of all such Bank's share Loans or other advances. All payments and prepayments from the Borrowers or as proceeds of such Revolving Credit Loan to Collateral received by the Agent shall be made on such date as provided held in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed trust for the period referred to in clause (iii) below, benefit of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such BankLenders. (b) The Administrative Agent may Notwithstanding the terms of Section 9.3(a), at such time as (i) the Lenders have exercised their option pursuant to Section 7.1 to cause all of the Obligations to be immediately due and payable and there is then no irrevocable prior commitment to fund any timeadditional Loans or other advances hereunder, in its sole discretion, upon notice or (ii) there has occurred and is continuing the occurrence of an Event of Default with respect to any Bankof the Borrowers under clause (vi) or (vii) of Section 7.1, refuse each of the Lenders shall be obligated to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan fund additional Loans or other advances hereunder in accordance with this Agreementthe terms of Section 9.3(a) solely upon the written consent or approval of those Lenders whose Commitment Percentages equal in the aggregate 60% or more of the Commitment Percentages held by all the Lenders. In no event shall a Lender be required to advance any amount in excess of its Commitment Percentage. (c) Anything in this Agreement Funds provided by the Agent as repayment to the contrary notwithstanding, the obligations FNB upon a sight or time draft presented to make Loans FNB under a Letter of Credit issued pursuant to the terms of this Agreement shall be Section 2.4 hereof, and any payments made by the several and not joint obligation of each Agent on behalf of the Banks Borrowers, including, without limitation, pursuant to the terms of Section 5.3 hereof, shall constitute Loans or other advances initially made by the Agent at such time as such funds are actually provided, or such payments are made, by the Agent. All Loans and any other advances made by the Administrative Agent on behalf of any Bank are strictly Lender shall be, for purposes of interest income and other charges, considered loans from such Lender to the administrative convenience of Borrowers and reflected in the parties Loan Account at such time as the Agent receives from such Lender funds as provided in this Section 9.3, and shall in no way diminish any Bank's liability prior to repay the Administrative Agent for such time such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent advances shall be entitled considered, for purposes of interest income and other charges, loans from FCC and so reflected in the Loan Account. For purposes of accruing interest, Loans from each Lender shall be considered to recover be Loans from such amount Lender until such time as such Lender receives from the Borrower on demandAgent funds repaying such Loans as reflected in the Loan Account. In addition, with interest thereon at any collection of Collateral, including, but not limited to, any collections of Accounts shall be applied to reduce any debit balance in the rate per annum applicable to Loan Account so that the Revolving Credit Loans made on such date.debit balance of the Loan Account equals each Lender's respective

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's ’s share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's ’s share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's ’s share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's ’s share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's ’s liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's ’s share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower (including without limitation any Revolving Credit Loan made or deemed to have been requested pursuant to Section 2.1(b)(iii)(A)) is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 one Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order With respect to more conveniently administer any Transaction involving an Eligible Asset that is a Future Advance Asset, Seller shall indicate in the Loansrelated Preliminary Due Diligence Package that such Eligible Asset is a Future Advance Asset and shall provide Administrative Agent, on behalf of Buyers, with the information required to complete the Confirmation regarding such Future Advance Asset, as well as, the Administrative Agent may, unless notified to the contrary by then remaining unfunded future funding obligations under all Future Advance Assets. At any Bank time prior to the date upon which any Revolving Credit Loan Repurchase Date (but no more than two (2) times per month for each Future Advance Asset), in the event a future advance is to be made, assume that such Bank has made available by Seller pursuant to the Purchased Asset Documents with respect to a Future Advance Asset, Seller may submit to Administrative Agent Agent, on such date behalf of Buyers, a request that Buyers transfer their respective pro rata share of cash to Seller in an amount not to exceed the Maximum Purchase Percentage, multiplied by the amount of such Bank's share future advance (a “Future Advance Purchase”), which Future Advance Purchase shall increase the outstanding Purchase Price for such Future Advance Asset. Notwithstanding anything to the contrary contained in this Agreement, Administrative Agent, on behalf of such Revolving Credit Loan Buyers, shall be under no obligation to be made on such date make a Future Advance Purchase, and shall determine in its sole and absolute discretion, exercised in good faith, whether to proceed with any proposed Future Advance Purchase. Buyers shall transfer cash to Seller as provided in this AgreementSection 3(h) (and in accordance with the wire instructions provided by Seller in such request) on the date requested by Seller, which date shall be no earlier than two (2) Business Days following the Business Day on which Administrative Agent reasonably determines that the conditions precedent to such Future Advance Purchase as set forth in this Section 3(h) have been satisfied (or, in Administrative Agent’s sole and absolute discretion, as determined in good faith, waived). Any Future Advance Purchase to be made by Administrative Agent, on behalf of Buyers, in accordance with this Section 3(h) shall be subject to satisfaction of the following conditions: (i) no unsatisfied Margin Deficit, Default or Event of Default has occurred and is continuing or will result from the funding of such Future Advance Purchase; (ii) the funding of the Future Advance Purchase will not cause the aggregate outstanding Purchase Price for all Purchased Assets to exceed the Facility Amount; (iii) the Future Advance Purchase will not cause the Purchase Price of the applicable Future Advance Asset to exceed the Concentration Limit; (iv) Administrative Agent, on behalf of Buyers, shall have determined, in its sole discretion exercised in good faith, that the Maximum Asset Exposure Threshold and Portfolio Exposure Threshold will be satisfied immediately after giving effect to the funding of the Future Advance Purchase; (v) Seller shall have demonstrated to the reasonable satisfaction of Administrative Agent, on behalf of Buyers, that all conditions to the future advance under the Purchased Asset Documents have been satisfied; (vi) Administrative Agent, on behalf of Buyers, and Seller shall have executed and delivered a restated Confirmation for the Administrative Agent may (but it shall not be required to), in reliance upon applicable Transaction to set forth the new outstanding Purchase Price for such assumption, make available Purchased Asset and any other modifications to the Borrower a corresponding amount. If any Bank makes available to terms set forth on the Administrative Agent such amount on a date after existing Confirmation; (vii) the date upon which the Revolving Credit Loan is made, such Bank Future Advance Purchase shall pay to the Administrative Agent on demand be in an amount equal to the product of or greater than One Million Dollars (i$1,000,000); and (viii) the average computed for the period referred to in clause (iii) below, previously or simultaneously with Buyers funding of the weighted average interest rate paid Future Advance Purchase, Seller shall have funded or caused to be funded to the Mortgagor (or to an escrow agent or as otherwise directed by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (iiMortgagor) the amount its pro rata portion of such Bank's share Future Advance Purchase in respect of such Revolving Credit Loan, multiplied by Future Advance Asset. (iiiix) a fraction, the numerator of which is the number of days that elapsed from Seller and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and on behalf of Buyers, shall have approved any required modification to the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank Confirmation with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank.applicable Future Advance Asset; (bx) The Buyers credit committee shall have approved the Future Advance Purchase; (xi) no Key Person Event shall have occurred; and (xii) Administrative Agent may at any timeAgent, on behalf of Buyers, shall not have determined, in its sole discretiondiscretion exercised in good faith, upon notice to any Bankthat an event or circumstance exists that has caused the occurrence of (A) a material change in financial markets, refuse to make any Revolving Credit Loan to the Borrower as a result of an outbreak or escalation of hostilities, or a material change in national or international political, financial or economic conditions, (B) a general suspension of trading on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan major stock exchanges or (C) a disruption in accordance with this Agreementor moratorium on commercial banking activities or securities settlement services. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer This Security Instrument shall secure the LoansObligations as specified in this Security Instrument, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that and such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to future advances or additional advances as may be made on such date as provided in this Agreement, and the Administrative by Agent may (but it shall not be required to)or Lender, in reliance upon its sole and absolute discretion, to Borrower or its successors or assigns in title, for any purpose, provided that all such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of advances are (i) the average computed for the period referred mutually agreed to in clause (iii) belowbetween Agent or Lender and Borrower or its successor or assign, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by or (ii) otherwise made pursuant to the terms of the Loan Documents. In addition to the foregoing, each such future or additional advance shall be made within twenty (20) years from the date of this Security Instrument or within such lesser period of time as may be provided by law as a prerequisite for the sufficiency of actual notice or record notice of such optional future or additional advances as against the rights of creditors or subsequent purchasers for valuable consideration to the same extent as if such future or additional advances were made on the date of the execution of this Security Instrument. The total amount of indebtedness secured by this Security Instrument may be increased or decreased from time to time, but the total unpaid balance so secured at any one time shall not exceed twice the face amount of the Note, plus interest thereon and any disbursements made under this Security Instrument for the payment of impositions, taxes, assessments, levies, insurance, or otherwise with interest on such Bank's share disbursements, plus any increase in the principal balance as the result of negative amortization or deferred interest, if any. All such future advances shall be secured to the same extent as if made on the date of the execution of this Security Instrument and this Security Instrument shall secure the payment of such Revolving Credit Loanamounts and additional advances made from time to time pursuant thereto, multiplied by (iii) a fraction, all of said indebtedness being equally secured hereby and having the numerator same priority as any amounts advanced as of which is the number of days that elapsed from and including such date to the date on which of this Security Instrument. It is agreed that any additional sum or sums advanced by Lender shall be equally secured with and have the amount same priority as the original indebtedness and shall be subject to all of the terms, provisions and conditions of this Security Instrument, whether or not such Bank's share additional loans or advances are evidenced by other promissory notes or other guaranties of such Revolving Credit Loan shall become immediately available to Borrower and whether or not identified by a recital that it or they are secured by this Security Instrument. Without the Administrative prior written consents of Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, grant or withhold in its sole discretion, upon Borrower shall not file for record any notice limiting the maximum principal amount that may be secured by this Security Instrument to a sum less than the maximum principal amount set forth in this Section 15.3 and agrees that any Banksuch notice, refuse if filed, shall be null and void. It is understood and agreed that this future advance provision shall not be construed to obligate Lender to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and additional loans or advances. If Borrower hereby expressly waives and relinquishes any rights granted under Section 697.04, Florida Statutes, or otherwise, to limit the amount of indebtedness that may be secured by this Security Instrument at any Bank's share time during the term of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such datethis Security Instrument.

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower Borrowers on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 one Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower Borrowers on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by MULTIPLIED BY (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by MULTIPLIED BY (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection shall be prima facie PRIMA FACIE evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.

Future Advances. (a) In order to more conveniently to administer the Loans, the Administrative Agent may, unless notified to the contrary by any Bank prior to the date upon which any Revolving Credit Loan is to be made, assume that such Bank has made available to the Administrative Agent on such date the amount of such Bank's share of such Revolving Credit Loan to be made on such date as provided in this Agreement, and the Administrative Agent may (but it shall not be required to), in reliance upon such assumption, make available to the Borrower Borrowers a corresponding amount. If any Bank makes available to the Administrative Agent such amount on a date after the date upon which the Revolving Credit Loan is made, such Bank shall pay to the Administrative Agent on demand an amount equal to the product of (i) the average computed for the period referred to in clause (iii) below, of the weighted average interest rate paid by the Administrative Agent for federal funds acquired by the Administrative Agent during each day included in such period, multiplied by MULTIPLIED BY (ii) the amount of such Bank's share of such Revolving Credit Loan, multiplied by MULTIPLIED BY (iii) a fraction, the numerator of which is the number of days that elapsed from and including such date to the date on which the amount of such Bank's share of such Revolving Credit Loan shall become immediately available to the Administrative Agent, and the denominator of which is 360 or 365, as applicable. A statement of the Administrative Agent submitted to such Bank with respect to any amounts owing under this subsection paragraph shall be prima facie PRIMA FACIE evidence of the amount due and owing to the Administrative Agent by such Bank. (b) The Administrative Agent may at any time, in its sole discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to the Borrower on behalf of such Bank unless such Bank shall have provided to the Administrative Agent immediately available federal funds equal to such Bank's share of such Revolving Credit Loan in accordance with this Agreement. (c) Anything in this Agreement to the contrary notwithstanding, the obligations to make Loans under the terms of this Agreement shall be the several and not joint obligation of each of the Banks and any advances made by the Administrative Agent on behalf of any Bank are strictly for the administrative convenience of the parties and shall in no way diminish any Bank's liability to the Administrative Agent to repay the Administrative Agent for such Loans and advances. If the amount of any Bank's share of any Revolving Credit Loan which the Administrative Agent has advanced to the Borrower is not made available to the Administrative Agent by such Bank within 1 Business Day following the date upon which such Revolving Credit Loan is made, the Administrative Agent shall be entitled to recover such amount from the Borrower on demand, with interest thereon at the rate per annum applicable to the Revolving Credit Loans made on such date.