Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. (a) On any Subsequent Purchase Date during the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicer. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. (a) On The Lender shall not be obligated to fund any Subsequent Purchase Loan or incur any Letter of Credit Obligations if any of the following statements shall fail to be true on the date of each such funding, advance or incurrence, as the case may be: (i) All of the Borrower's representations and warranties contained herein or in any of the Loan Documents shall be true and correct on and as of the Closing Date during and the Purchase Perioddate on which each such Advance is made (or each such Letter of Credit Obligation is incurred), subject as though made or incurred on and as of such date, except to the satisfaction extent that any such representation or warranty expressly relates to an earlier date and except for changes therein expressly permitted or expressly contemplated by this Agreement. (ii) Any event or circumstance having a Material Adverse Effect shall have occurred since June 30, 1997. (iii) No event shall have occurred and be continuing, or would result from the making of any Advance (or the incurrence of any Letter of Credit Obligation) which constitutes or would constitute a Default or an Event of Default. (iv) After giving effect to such Working Capital Loan Advance (or the incurrence of any Letter of Credit Obligation), the aggregate principal amount of the Working Capital Revolving Loans shall not exceed the maximum amount permitted by Section 2.1 without requiring that a payment be made to the ----------- Lender. (v) Each of the conditions set forth in paragraph Section 5.1(a) through (bf) -------------- shall continue to be satisfied by the Borrower as of such date. The request and acceptance by the Borrower of the proceeds of any Advance shall be deemed to constitute, as of the date of such request or acceptance, (i) a representation and warranty by the Borrower that the conditions in this Section 2.14 have been satisfied, and Section 2.2 (ii) a confirmation by the Borrower of the Insurance Agreement, the Noteholder shall pay to or upon the order granting and continuance of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, Lender's Liens pursuant to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing AgreementCollateral Documents. (b) Each transfer The Borrower agrees that upon the occurrence of Mortgage Loans to a Default, the Trust, and each Subsequent making of an Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer Lender's sole and absolute discretion and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer Lender shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of declare a default and accelerate the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the ServicerObligations. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. (a) On The right of the Borrower to draw any Subsequent Purchase Date during subsequent advances of funds from the Purchase Period, Project Fund shall be subject to the satisfaction of the conditions set forth in paragraph following conditions: (ba) The Borrower shall have delivered the items listed on Part B of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing AgreementSchedule 7 attached hereto. (b) Each transfer of Mortgage Loans to If the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators Improvements shall have (x) provided the Trustbeen materially injured or damaged by fire, the Depositorexplosion, the Indenture Trusteeaccident, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalfflood or other casualty, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required Improvements are able to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered are diligently being restored in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be madeMortgage; (xiic) the Final Purchase Date There shall not have occurredbe a continuing Event of Default or a Default; (xiiid) in the case of a Subsequent Advance, the Holder The Servicer shall have received received: (1) a Notice of Borrowing completed Requisition in the form attached hereto as set forth on Exhibit EB hereto, duly executed accompanied by the Originatorscertificates, not later than 2:00 P.M. (New York Cityapplications, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be madeinvoices and other materials required thereby; (xiv2) a “date down” endorsement to the Indenture Trustee and Title Policy indicating no change in the Note Insurer shall have received an Officer's Certificate state of title not approved by the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfiedFunding Lender; and (xv3) approval of the Note Insurerportion of the Requisition applicable to the Work for such Advance by the Engineering Consultant, accompanied by a certificate or report from the Engineering Consultant to the effect that in its opinion, based on site observations and submissions by the Contractor, the Work for which the advance is requested to the date thereof was performed in a good and workmanlike manner and stating that the remaining non-disbursed portion of the Governmental Loan proceeds and other available funds and funds projected to be deposited in the Project Fund established under the Funding Loan Agreement is adequate to complete the renovation of the Improvements in accordance with the Plans and Specifications; (e) Notwithstanding anything to the contrary set forth in this Agreement, no sums shall be disbursed until the Borrower has delivered a waiver or full or partial release of liens from all contractors, subcontractors, materialmen or others who may be entitled to a lien, as permitted by law for the work for which payment is requested; (f) The Funding Lender or the Servicer may withhold or refuse to approve any Requisition hereunder if any mechanic’s lien is filed or notice of intention to record or file a mechanic’s lien has been filed or given; (g) In addition to the conditions set forth in this Section 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be subject to receipt by the Funding Lender and the Servicer of the Engineering Consultant’s certification of completion as to the Work performed under any contract or subcontract for which the Retainage will be disbursed; (h) All installments of Required Equity Funds then due and payable pursuant to the Partnership Agreement shall have been deposited with the Fiscal Agent; (i) If at any time during the construction of the Project, the Servicer shall in its sole discretion determine that the remaining undisbursed portion of the Project Fund, any other sums previously deposited by the Borrower with the Fiscal Agent, and any Required Equity Funds scheduled to be deposited with the Fiscal Agent, prior to, or Liquidity Agent acting on its behalfupon, shall prepare and deliver Final Completion (other than Required Equity Funds which have not been deposited due to a report determining default by the Market Value Borrower under the applicable provisions of the Mortgage Loans Partnership Agreement), is or will be insufficient to complete fully the Note Insurer renovation of the Improvements in accordance with the Scope of Work, and the Servicer. (c) In to pay all other projected costs in connection with the transferWork, assignment and pledge the Borrower will, within seven (7) days after written notice of such determination from the Servicer deposit with the Fiscal Agent (for deposit into the Equity Account of the Subsequent Mortgage LoansProject Fund) such sums of money in cash as the Servicer may reasonably require, in an amount sufficient to remedy the condition described in such notice, and sufficient to pay any liens for labor and materials alleged to be due and payable at the time in connection with the Improvements (to the extent not already bonded over or reserved for), and, at the Funding Lender’s or the Servicer’s option, shall not be obligated to authorize any further advances of the amounts held in the Project Fund by the Fiscal Agent until the provisions of this Section 9.13(i) have been fully complied with; (j) No Material Change Order shall have been made without the written approval of the Funding Lender; and (k) Within five (5) days after receiving notice from the Servicer (or the Engineering Consultant), the Originators Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 all portions of the Sale construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and Servicing AgreementSpecifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the construction and other materials damaged by such removal.

Subsequent Advances. (a) On any Subsequent Purchase Date Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, on one or more occasions during the Purchase Periodterm of this Agreement, subject by written request by Borrower to the Agent for the issuance of Subsequent Advance Commitments (a “Subsequent Advance Commitment Request”), the Borrower may request that the Lenders issue Subsequent Advance Commitments on a pro rata basis. Notwithstanding any other provisions set forth herein, (i) no Subsequent Advance Commitment shall be issued unless each Lender agrees to issue a Subsequent Advance Commitment in an amount equal to its pro rata portion of such Subsequent Advance Commitment, in such Lender’s sole and absolute discretion, (ii) the Borrower shall only seek Subsequent Advance Commitments from the Lenders party to this Agreement at the time of such Subsequent Advance Commitment Request and (iii) no such Subsequent Advance Commitments shall cause the aggregate amount of all Subsequent Advance Commitments issued hereunder to exceed the Subsequent Advance Amount. To the extent that such Subsequent Advance Commitment(s) are issued by the Lenders (in their sole and absolute discretion), the Agent receives a request for a Subsequent Advance up to the available Subsequent Advance Commitment(s) (a “Subsequent Advance Request”) and the conditions precedent set forth in Exhibit B attached hereto have been satisfied to the satisfaction of the conditions set forth Required Lenders or waived, Lenders shall make such Subsequent Advance to the Borrower; provided, that (i) in paragraph no event shall any Lender be required to make any Subsequent Advance in excess of such Lender’s Subsequent Advance Commitment, if any, as in effect immediately prior to the funding of such Subsequent Advance, (bii) (A) no such Subsequent Advance shall cause the aggregate amount of this Section 2.14 all Subsequent Advances made hereunder by the Lenders to exceed the Subsequent Advance Amount and Section 2.2 (B) the aggregate principal amount of all Advances (including the Existing Obligations but excluding Protective Advances) made hereunder shall not exceed the Maximum Amount, (iii) each Subsequent Advance requested by Borrower shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or, if less, the balance of the Insurance Agreementoutstanding Subsequent Advance Commitments) and (iv) even if a Subsequent Advance Commitment has been issued, the Noteholder shall pay decision as to or upon the order of the Trust, whether to make a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case absolute discretion of such Lender and, as such, no Lender shall be required to make a Subsequent Advance unless it decides, in its sole and absolute discretion, to make such Subsequent Advance, the Originators . Each Lender’s Subsequent Advance Commitment shall have be permanently (x) provided reduced, immediately and without further action, by the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer amount of each Subsequent Advance made by such Lender and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided terminated upon such Lender’s refusal to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of fund a Subsequent Advance, no Default or Event Advance requested on account of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such already issued Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the ServicerCommitment. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. (a) On any The Initial Holder shall make a Subsequent Purchase Advance in respect of the Delayed Draw Notes (i) in the amount of U.S.$76,923,076 on the first Delayed Draw Funding Date, (ii) in the amount of U.S.$24,358,976 on the second Delayed Draw Funding Date during and (iii) in the Purchase Periodamount of U.S.$50,000,000 on the third Delayed Draw Funding Date; provided that (i) an “Event of Default” is not then in existence under the Global Master Repurchase Agreement with respect to which UBS AG, subject London Branch is the “Defaulting Party” (as each such term is defined therein) as evidenced by a certificate of the Initial Holder that such event has not occurred, and (ii) the occurrence of each Delayed Draw Funding Date shall be conditional upon UBS having confirmed in writing to the satisfaction Issuer, the Trustee and the Collateral Administrator that it concurs with the Collateral Manager’s calculations with respect to the Advance Value of the conditions each Additional Funding Asset as set forth in paragraph the notice delivered pursuant to Section 2.13(g) below (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder which confirmation shall pay be deemed to or be made upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price funding of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement). (b) Each transfer Upon receipt of Mortgage Loans such payment the Issuer shall increase (or, if applicable, direct the Trustee to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on increase or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing otherwise approve any such increase at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (iiDTC) the Servicer shall have delivered amount outstanding under the applicable Delayed Draw Global Note by a principal amount equal to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance Advance. In connection with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a each Subsequent Advance, the Initial Holder shall have received a Notice of Borrowing in reasonably cooperate with the form attached hereto as Exhibit E, duly executed by Issuer (or the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf) to effect any such increase, shall prepare and deliver a report determining the Market Value of the Mortgage Loans including providing any accessing instructions to the Note Insurer and the ServicerDTC. (c) In connection Each Subsequent Advance made pursuant to this Section 2.13 shall be recorded by the Note Registrar on the Note Register pursuant to Section 2.5(a); and shall be recorded and endorsed on each applicable Delayed Draw Global Note in accordance with Section 2.2(b)(iii)(B). (d) The Issuer shall be deemed to represent to UBS AG, London Branch and the transferInitial Holder on each Delayed Draw Funding Date that no Event of Default has occurred or is continuing under this Indenture. (e) The Initial Holder shall pay the amount of each Subsequent Advance to the Issuer by wire transfer of immediately available funds no later than 11:00 a.m. (New York City time) on each Delayed Draw Funding Date, assignment to the Collection Account as Principal Collections, for further application of such amount (a) for the purchase of Additional Funding Assets, (b) to fund the Delayed-Draw/Committed Proceeds/Revolver Account with respect to Additional Funding Assets pursuant to and pledge in accordance with Section 10.2(d) and Section 10.3(d), respectively, and (c) to fund Eligible Investments (it being understood that any amounts applied pursuant to the foregoing clause (a) and any resulting Cash contributions pursuant to Section 3 of the Equity Contribution Agreement, may be directly applied to the purchase of Portfolio Assets on the related Delayed Draw Funding Date, without the requirement to deposit such amounts in the Collection Account, so long as the related Additional Funding Assets are acquired by the Issuer on the related Delayed Draw Funding Date). (f) For the avoidance of doubt, with respect to each Subsequent Mortgage LoansAdvance, the Originators certificate described in clause (a) of the first paragraph of this Section 2.13 and an authentication order shall be delivered to the Depositor shall satisfy Trustee, but the document delivery requirements opinions and certificates set forth in Section 2.05 3.1 shall not be required. (g) The aggregate Advance Value of all Additional Funding Assets (i) on the Sale first Delayed Draw Funding Date shall be equal to U.S.$50,000,000, (ii) on the second Delayed Draw Funding Date shall be equal to U.S.$37,500,000 and Servicing Agreement(iii) on the third Delayed Draw Funding Date shall be equal to U.S.$37,500,000, in each case as determined by the Collateral Manager and notified by the Collateral Manager to the Trustee, the Collateral Administrator, UBS and the Initial Holder, such notice to contain reasonably detailed calculations specifying the Advance Value of each Additional Funding Asset; provided that, UBS shall have signed off on such notice and agreed to calculations of Advance Value of Additional Funding Assets provided by the Collateral Manager. (h) UBS shall be an express third party beneficiary of this Indenture for purposes of exercising its right to verify under Section 2.13(a)(ii) above and its right to receive the notice under Sections 2.13(a) and 2.13(g) above.

Subsequent Advances. On the date of each Advance Request and on each Advance Date (a) On any Subsequent Purchase Date during the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties than with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement.First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions representations and warranties set forth in this Agreement shall be true and correct in all material respects on or prior and as of the date of such Advance Request and the Advance Date (except to the related Subsequent Purchase Date: (i) extent such representation and warranty expressly relates to an earlier date, in the which case of a Subsequent Advance, the Originators such representation and warranty shall have been true and correct in all material respects as of such earlier date), except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct in all respects as of the date of such extension of credit (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior except to the Subsequent Purchase Dateextent any such representation and warranty expressly relates to an earlier date, in which notice case such representation and warranty shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer have been true and the Liquidity Agent acting on its behalf, correct as of such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loansearlier date); (iic) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor Obligors shall be insolventin compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, neither shall be made insolvent by and at the time of and immediately after giving effect to such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, Advance no Default or Event of Default shall have occurred and be continuing; (vid) the Depositor no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B heretois continuing; (viiie) the Final Order shall have been entered by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date (or, in the case of a Subsequent the Second Initial Advance, a Trigger Event the conditions set forth in Section 4.1(u) shall not have occurred be satisfied as of the date of the applicable Advance Request and be continuing on such Subsequent Purchase the applicable Advance Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event); (ixf) the Final Order shall be in full force and effect, and shall not (in whole or in part) have been reversed, modified, amended, stayed, or vacated (or, in the case of a Subsequent the Second Initial Advance, the Class A Note Principal Balance after giving effect to conditions set forth in Section 4.1(u) shall be satisfied as of the Subsequent date of the applicable Advance in respect of such Subsequent Purchase Date would not exceed $200 millionRequest and on the applicable Advance Date); (xg) the amount of the Subsequent Advance is at least $5 million; (xi) Debtors shall be in compliance in all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance respects with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery Final Order (with no exceptions) not later than 2:00 P.M. (New York Cityor, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent the Second Initial Advance, the Holder Interim Order) and the Obligors shall have received a Notice of Borrowing be in compliance in all respect with the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be madeLoan Documents; (xivh) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the Indenture Trustee Administrative Agent or the Lenders, the DIP Orders; (i) delivery of an Advance Request; (j) all fees, expenses (including, without limitation, legal fees and expenses) and other disbursements payable under the Loan Documents or otherwise to be paid to the Administrative Agent and the Note Insurer Lenders on or before the Closing Date shall have received an Officer's Certificate been approved, subject to the provisions of the Depositor certifying DIP Orders; provided that all payment of such fees, expenses, and other disbursements shall be deferred to the conditions precedent in this Section 2.14(b) have been satisfiedDIP Termination Date; and (xvk) the Note Insurer, or Liquidity Administrative Agent acting on its behalf, shall prepare and deliver a report determining the Market Value have received copies of the Mortgage Loans “second day” pleadings and orders at least two (2) Business Days before filing such “second day” pleadings and orders, and the relief requested therein shall be reasonably acceptable in form and substance to the Note Insurer Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Servicer. Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) In connection with and (d) of this Section 4.2 and as to the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements matters set forth in Section 2.05 of the Sale and Servicing AgreementAdvance Request.

Subsequent Advances. (a) On any Subsequent Purchase Date during Each of the Purchase PeriodLenders agrees, pursuant to the terms of this Agreement and subject to the satisfaction of the conditions set forth precedent in paragraph (b) Section 6 of this Section 2.14 and Section 2.2 Agreement, to make its Pro Rata Share of one or more advances in respect of any of the Insurance AgreementUnder-Construction Projects (such advances, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01any Project, 3.02are individually referred to herein as, 3.03 and 4.01 a "Project Advance" and, with respect to any single Project or all of the Sale and Servicing Agreement.Projects (as the context may require), are collectively referred to as the "Project Advances") to the Borrower from time to time during the Commitment Period, provided that (ba) Each transfer no Project Advance in respect of Mortgage Loans to the Trust, and each Subsequent Advance an Under-Construction Project shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date:made (i) unless the proceeds thereof are to be used to satisfy Construction Costs in the case respect of a Subsequent Advancesuch Under-Construction Project, the Originators FF&E Costs in respect of such Under-Construction Project and/or Sales, Marketing & Other Costs in respect of such Under-Construction Project and all Equity Moneys then on hand shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior first been utilized to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, satisfy such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage LoansCosts; (ii) if the Servicer shall have delivered proceeds thereof are to be used to reimburse the Note Insurer the report described Borrower for any Equity Moneys previously used to satisfy Construction Costs in Section 7.16(a) respect of the Sale and Servicing Agreementsuch Under-Construction Project, FF&E Costs in respect of such Under-Construction Project and/or Sales, Marketing & Other Costs in respect of such Under-Construction Project; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in if a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall then exist; (iv) if such Project Advance is the first Project Advance in respect of such Under-Construction Project, the Project Advance Request therefor shall not have occurred and been delivered to the Administrative Agent on or prior to September 30, 1997; (v) if the aggregate amount of the purchase prices payable under Validated Contracts for all Projects is less than 45% of the aggregate amount of the Construction Costs for the Under-Construction Projects, as more particularly set forth in the Budgets for the Under-Construction Projects, as determined on the date of the making of such Project Advance (inclusive of the construction costs of all capital improvements at the Under-Construction Projects to be continuingleased to a Host Company by the Borrower pursuant to a Host Company Lease Agreement); (vi) if the Depositor and aggregate amount of the Trust shall have delivered to purchase prices payable under Validated Contracts for all Projects is less than 50% of the Indenture Trustee an executed copy aggregate amount of a Subsequent Transfer Agreementthe Construction Costs for the Under-Construction Projects, substantially as more particularly set forth in the form Budgets for the Under-Construction Projects, as determined on the date of Exhibit F the making of such Project Advance (exclusive of the construction costs of all capital improvements at the Under-Construction Projects to be leased to a Host Company by the Sale and Servicing Borrower pursuant to a Host Company Lease Agreement,); (vii) if the Trust and amount of the Indenture Trustee shall have executed a Subsequent Pledge Agreementpurchase prices payable under Validated Contracts for the Killington Project is less than 35% of the aggregate amount of the Construction Costs for the Killington Project, substantially as set forth in the form Budget for the Killington Project, as determined on the date of Exhibit B heretothe making of such Project Advance (exclusive of the construction costs of all capital improvements at the Killington Project to be leased to the Host Company for the Killington Project by the Borrower pursuant to the Host Company Lease Agreement for the Killington Project); (viii) if the amount of the purchase prices payable under Validated Contracts for the Jordan Bowl Project is less than 35% of the aggregate amount of the Construction Costs for the Jordan Bowl Project, as set forth in the case Budget for the Jordan Bowl Project, as determined on the date of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result the making of such transfer and no event has occurred and is continuing or would result from such Subsequent Project Advance which, with (exclusive of the giving construction costs of notice or all capital improvements at the passage of time, or both, would constitute a Trigger Event;Jordan Bowl Project to be leased to the Host Company for the Jordan Bowl Project by the Borrower pursuant to the Host Company Lease Agreement for the Jordan Bowl Project); or (ix) if the amount of the purchase prices payable under Validated Contracts for the Mt. Snow Project is less than 30% of the aggregate amount of the Construction Costs for the Mt. Snow Project, as set forth in the case Budget for the Mt. Snow Project, as determined on the date of a Subsequent Advance, the Class A Note Principal Balance after giving effect making of such Project Advance (exclusive of the construction costs of all capital improvements at the Mt. Snow Project to be leased to the Subsequent Host Company for the Mt. Snow Project by the Borrower pursuant to the Host Company Lease Agreement for the Mt. Snow Project); (b) (i) on the date of the making of any Project Advance in respect of an Under-Construction Project (and after giving effect thereto) the aggregate outstanding principal amount of all Project Advances made hereunder with respect to all of the Under-Construction Projects shall not exceed the Aggregate Project Borrowing Base, determined as of such Subsequent Purchase Date would date, (ii) on the date of the making of any Project Advance hereunder in respect of such Under-Construction Project (and after giving effect thereto) the aggregate original principal amount of all Project Advances (with respect to all Under-Construction Projects), the aggregate original principal amount of all of the Interest Advances and the original principal amount of the Pre-Sale Advance shall not exceed $200 million77,000,000 and (iii) on the date of the making of any Project Advance hereunder in respect of such Under-Construction Project (and after giving effect thereto), the outstanding principal amount of the Pre-Sale Advance, the aggregate outstanding principal amount of all Interest Advances and the aggregate outstanding principal amount of all Project Advances with respect to all Under-Construction Projects shall not exceed $55,000,000; (xc) on the date of the making of any Project Advance in respect of an Under-Construction Project (and after giving effect thereto) the aggregate original principal amount of all Project Advances made hereunder with respect to such Under-Construction Project shall not exceed the Subsequent Advance is at least $5 millionProject Borrowing Base for such Under-Construction Project, determined as of such date; (xid) the original principal amount of each Project Advance to be made in respect of Construction Costs of an Under-Construction Project, at the time of the making thereof, shall have been determined by excluding from such Construction Costs a contractor's retainage of not less than 10% of at least one-half of the applicable Construction Costs (such 10% so reserved from any such Construction Costs is referred to herein as the "Retainage Amount;" for purposes of the avoidance of doubt, the Retainage Amount shall be based upon the full amount of certified Construction Costs and shall remain as a retainage until the final payment thereof), provided that, in connection with the Final Construction Cost Advance for such Under-Construction Project and subject to the requirements of Section 6 hereof, this clause (d) shall not operate and the aggregate unutilized Retainage Amounts for such Under-Construction Project may then be borrowed in their entirety and provided further that the Administrative Agent, as directed by the Required Lenders and upon the Borrower's submission of a written request therefor (which request shall be based upon the completion of construction work at such Under-Construction Project by a subcontractor or by the General Contractor for such Under-Construction Project and the desire of the Borrower to pay such subcontractor or the General Contractor for such work), may agree to advance any or all of such unutilized Retainage Amounts prior to the documents required to be delivered pursuant to Section 2.05 making of the Sale Final Construction Cost Advance for such Under-Construction Project upon such terms and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto conditions as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfiedit may require; and (xve) the Note Insureroriginal principal amount of any Final Construction Cost Advance with respect to any Under-Construction Project, or Liquidity Agent acting on its behalf, shall prepare assuming compliance with clauses (b) and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicer. (c) In connection with the transferabove, assignment and pledge shall not exceed 100% of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 aggregate amount of the Sale and Servicing AgreementRetainage Amounts then owing to the General Contractor for such Under-Construction Project under the Construction Contract for such Under-Construction Project, as of the date of the making of such Final Construction Cost Advance; (f) no more than one Project Advance in respect of any Under-Construction Project shall be made during any weekly period; (g) no Project Advance shall relate to or be attributable to more than one Under-Construction Project; and (h) no Project Advance shall be in an amount of less than $50,000.

Subsequent Advances. (a) On any Subsequent Purchase Date Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Loan Parties contained herein, on one or more occasions during the Purchase Periodterm of this Agreement, subject by written request by Borrower to the Agent for the issuance of Subsequent Advance Commitments (a “Subsequent Advance Commitment Request”), the Borrower may request that the Lenders issue Subsequent Advance Commitments on a pro rata basis. Notwithstanding any other provisions set forth herein, (i) no Subsequent Advance Commitment shall be issued unless each Lender agrees to issue a Subsequent Advance Commitment in an amount equal to its pro rata portion of such Subsequent Advance Commitment, in such Lender’s sole and absolute discretion, (ii) the Borrower shall only seek Subsequent Advance Commitments from the Lenders party to this Agreement at the time of such Subsequent Advance Commitment Request and (iii) no such Subsequent Advance Commitments shall cause the aggregate amount of all Subsequent Advance Commitments issued hereunder to exceed the Subsequent Advance Amount. To the extent that such Subsequent Advance Commitment(s) are issued by the Lenders (in their sole and absolute discretion), the Agent receives a request for a Subsequent Advance up to the available Subsequent Advance Commitment(s) (a “Subsequent Advance Request”) and the conditions precedent set forth in Exhibit B attached hereto have been satisfied to the satisfaction of the conditions set forth Required Lenders or waived, Lenders shall make such Subsequent Advance to the Borrower; provided, that (i) in paragraph no event shall any Lender be required to make any Subsequent Advance in excess of such Lender’s Subsequent Advance Commitment, if any, as in effect immediately prior to the funding of such Subsequent Advance, (bii) (A) no such Subsequent Advance shall cause the aggregate amount of this Section 2.14 all Subsequent Advances made hereunder by the Lenders to exceed the Subsequent Advance Amount and Section 2.2 (B) the aggregate principal amount of all Advances (including the Existing Obligations but excluding Protective Advances) made hereunder shall not exceed the Maximum Amount, (iii) each Subsequent Advance requested by Borrower shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or, if less, the balance of the Insurance Agreementoutstanding Subsequent Advance Commitments) and (iv) even if a Subsequent Advance Commitment has been issued, the Noteholder shall pay decision as to or upon the order of the Trust, whether to make a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case absolute discretion of such Lender and, as such, no Lender shall be required to make a Subsequent Advance unless it decides, in its sole and absolute discretion, to make such Subsequent Advance, the Originators . Each Lender’s Subsequent Advance Commitment shall have be permanently (x) provided reduced, immediately and without further action, by the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer amount of each Subsequent Advance made by such Lender and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided terminated upon such Lender’s refusal to fund a Subsequent Advance requested on account of an already issued Subsequent Advance Commitment. Notwithstanding any other provisions set forth herein (and for the avoidance of doubt), the parties hereto acknowledge and agree that, as of the date hereof, no Subsequent Advance Commitments are outstanding as of the date hereof and no Subsequent Advance Commitments may be issued hereunder on or after the date hereof. The Loan Parties hereby acknowledge and agree that they are jointly and severally liable to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance Secured Parties in respect of such the outstanding Subsequent Purchase Date would not exceed $200 million; (x) Advances, without any offset, defenses or counterclaims and that to the amount of extent any offset, defenses or counterclaims may exist, they were released by the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered Loan Parties pursuant to Section 2.05 19.20 of the Sale First Amended and Servicing Restated Credit Agreement have been so delivered in accordance with (or, to the terms thereof and extent arising thereafter, are released by the Note Insurer shall have received a Certification from the Collateral Agent Loan Parties pursuant to Section 2.06(b19.20 of this Agreement) and that, as of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York Citydate hereof, New York time) on the Business Day preceding the date on which such $25,000,000.00 of Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the ServicerAdvances remain outstanding. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. (a) On The obligation of Lender to fund the ------------------- subsequent Advances on the date of any Subsequent Purchase Date during the Purchase Period, Advance is subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreementfulfillment, the Noteholder shall pay on or prior to or upon the order of the Trustsuch date, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Dateconditions: (ia) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or An Event of Default (as herein defined) shall not have occurred and be continuing; (vib) the Depositor and the Trust Borrower shall have delivered a Closing Certificate (in a form acceptable to Lender), executed by Borrower; and (c) Borrower shall have delivered to Lender a Closing Statement (in a form acceptable to Lender), executed by Borrower. 4. The obligations of Borrower in connection with and/or relating to the Indenture Trustee an executed copy Additional Loan are further evidenced and/or secured by the Loan Documents. In connection therewith: (a) Each of a Subsequent Transfer Agreement, substantially the New Subsidiaries (as defined in the form of Exhibit F execution pages hereof) hereby agree to be a party to and subject to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered Guaranty in accordance with its terms. Without limiting the terms thereof foregoing, each of the New Subsidiaries guarantees to Lender the full and prompt payment and performance of (a) the Note Insurer shall have received a Certification from indebtedness evidenced by the Collateral Agent Notes, including, without limitation, principal and any and all interest accrued or to accrue thereon, (b) the obligations of Borrower to Lender pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent AdvanceNotes, the Holder shall have received a Notice of Borrowing in Loan Agreement and any and all other instruments, documents and/or agreements now or hereafter further evidencing, securing or otherwise related to the form attached hereto as Exhibit E, duly executed indebtedness evidenced by the OriginatorsNotes (collectively the "Loan Documents") and (c) any and all other indebtedness and other obligations of Borrower to Lender, direct or contingent (including but not later than 2:00 P.M. limited to obligations incurred as indorser, guarantor or surety), however evidenced or denominated, and however and whenever incurred, including but not limited to indebtedness incurred pursuant to any present or future commitment of Lender to Borrower (New York City, New York time) on the Business Day preceding aforesaid indebtedness and other obligations are sometimes herein collectively referred to as the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicer"Guaranteed Obligations"). (cb) In connection with the transfer, assignment and pledge Each of the Subsequent Mortgage LoansNew Subsidiaries agree to be a party to and subject to the Guarantor Security Agreement in accordance with its terms. Without limiting the foregoing, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 each of the Sale New Subsidiaries ("Grantor") hereby grants to Lender a security interest in the following described property and Servicing Agreement.any and all proceeds and products thereto and accessions thereto:

Subsequent Advances. The obligation of Lender to make any advance hereunder (including the initial advance) shall be subject to the further conditions precedent that, on and as of the date of such advance, which shall be within the Funding Period: (a) On any Subsequent Purchase Date during the Purchase Period, subject to the satisfaction representations and warranties of the conditions Guarantor and Borrower set forth in paragraph this Agreement shall be accurate, before and after giving effect to such advance or issuance and to the application of any proceeds thereof; (b) no Default or Event of this Section 2.14 Default has occurred and Section 2.2 is continuing, or would result from such advance or issuance or from the application of any proceeds thereof; (c) no material adverse change has occurred in the Borrower's or any of Guarantor's businesses, operations, financial conditions, or assets or in the prospect of repayment of the Insurance AgreementOutstanding Facility Amount; (d) Lender shall have received such other approvals, the Noteholder opinions or documents as Lender shall pay reasonably request; (e) Borrower shall submit to or upon the order of the Trust, Lender a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, completed Request for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets Advance in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, form and pursuant to Section 2.09 substance of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing Exhibit "A" attached hereto at least three (3) Business Days prior to the Subsequent Purchase Date, which notice date of such advance and the Lender shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided have consented in writing to the Note Insurer and making of such advance; (f) after giving effect to such advances, the Liquidity Agent acting on its behalfOutstanding Facility Amount does not exceed the Facility Amount; (g) after giving effect to such advance, such loan level information as there is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties no deficiency with respect to the Subsequent Mortgage Loans; Availability on Eligible Accounts; (iih) if requested the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer Lender shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of related receivable file for each Eligible Asset Pool included in the Sale and Servicing Agreement confirming such delivery Availability on Eligible Accounts calculations; (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xiii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder Lender shall have received a Notice of Borrowing all requested audit and financial reports; (j) the proceeds are to be used in the form attached hereto as Exhibit EBorrower's ordinary course of business, duly executed by solely in its operations for costs and expenses incurred in the Originatorspurchasing of Eligible Asset Pools, not later than 2:00 P.M. the collection of such Accounts or otherwise incurred in Borrower's ordinary course of business, and for payments to Lender (New York City, New York timek) on the Business Day preceding the date on which such Subsequent Advance Borrower is requested and continues to be made; (xiv) the Indenture Trustee an entity separate and the Note Insurer shall have received an Officer's Certificate distinct from all other Persons and entities, including PRA and each of the Depositor certifying that all of the conditions precedent in this Section 2.14(bother Guarantors and (l) have any other condition deemed necessary by Lender has been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicer. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. (a) On The obligation of any Subsequent Purchase Date during the Purchase Period, Lender to make any subsequent Advance or to issue Letters of Credit under this Second Restated Agreement shall be subject to the satisfaction following additional conditions precedent: A. As of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 date of the Insurance Agreement, making of such Advance or the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case issuing of a Subsequent AdvanceLetter of Credit, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer there shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no exist any Default or Event of Default Default. B. Borrowers and the Guarantors shall have occurred performed and complied with all agreements and conditions contained herein and in each of the Loan Documents which are required to be continuing;performed or complied with before or on the date of such Advance. (vi) C. As of the Depositor and date of making such Advance or the Trust issuing of a Letter of Credit, no change that would cause a Material Adverse Effect shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement,occurred. (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in D. In the case of any Borrowing representing Revolving Credit Loans, the Agent shall have received an appropriate Notice of Revolving Credit Advance or Letter of Credit Agreement dated as of the date of a Subsequent AdvanceBorrowing signed by a Responsible Officer of Borrowers. All of the statements contained in such Notice of Revolving Credit Advance shall be true and correct, and such Notice of Revolving Credit Advance shall contain a Trigger Event shall not have occurred certification by such officer that, as of the date thereof, (i) all of the representations and be continuing on such Subsequent Purchase Datewarranties of Borrowers contained in this Second Restated Agreement and each of the Loan Documents executed by Borrowers are true and correct, nor shall a Trigger Event occur as a result of such transfer and (ii) no event has occurred and is continuing continuing, or would result from the Borrowing, which constitutes a Default or an Event of Default, and (iii) such Subsequent other facts as Lenders may request. As to Advances of Steam Supply Loans after the Effective Date of this Second Restated Agreement, a duly executed Notice of Steam Supply Advance which, with dated as of the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case date of a Subsequent AdvanceBorrowing signed by a Responsible Officer of Borrowers, together with all supporting documents executed, delivered or required under the Class A Note Principal Balance after giving effect terms of the Steam Supply Credit Agreement for the Borrowers to fund the Steam Supply Loans to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount Steam Supply Group. All of the Subsequent statements contained in such Notice of Steam Supply Advance is at least $5 million; shall be true and correct, and such Notice of Steam Supply Advance shall contain a certification by such officer that, as of the date thereof, (xii) all of the documents required to be delivered pursuant to Section 2.05 representations and warranties of Borrowers contained in this Second Restated Agreement and each of the Sale Loan Documents executed by Borrowers are true and Servicing Agreement have been so delivered correct, (ii) no event has occurred and is continuing, or would result from the Borrowing, which constitutes a Default or an Event of Default, and (iii) such other facts as Lenders may request. E. The representations and warranties contained in accordance each of the Loan Documents shall be true in all material respects on the date of making of such Advance or the issuing of a Letter of Credit, with the terms thereof same force and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) effect as though made on and as of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicerdate. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. The obligation of Lender to make any advance hereunder (including the initial advance) shall be subject to the further conditions precedent that, on and as of the date of such advance: (a) On any Subsequent Purchase Date during the Purchase Period, subject to the satisfaction representations and warranties of the conditions Perimeter and each Related Party set forth in paragraph this Agreement and any other Loan Document shall be accurate in all material respects, before and after giving effect to such advance or issuance and to the application of any proceeds thereof, except to the extent that such representations and warranties expressly relate to a specific date, in which case they shall have been accurate in all material respects as of such specified date; (b) no Default or Event of this Section 2.14 Default has occurred and Section 2.2 is continuing, upon notice to Borrower, or would result from such advance or issuance or from the application of any proceeds thereof; (c) no Material Adverse Change has occurred in Borrower’s, Perimeter’s or any Corporate Guarantor’s business, operations, financial condition, or assets or in the prospect of repayment of the Insurance AgreementIndebtedness; (d) Lender shall have reviewed and approved the Consumer Loans which will become Eligible Receivables; (e) Lender shall have received a Borrowing Base Certificate in the form and substance of Exhibit “A” attached hereto from Borrower executed by an Authorized Representative of Borrower, at least five (5) Business Days prior to the Noteholder shall pay to or upon the order date of the Trust, a sum equal requested advance; (f) Custodian shall have received at least five (5) Business Days prior to its Percentage Interest the date of the Purchase Price of requested advance the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties Custodian Deliverables with respect to each Receivable covered by the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of Borrowing Base Certificate delivered by Borrower with the Sale and Servicing Agreement. subject advance request; (bg) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators Lender shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with received a Notice of Borrowing Custodian Certificate from Custodian at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation date of the Market Value requested advance certifying that Custodian has received the items in clause (f) of the Mortgage Loans this Section 4.2; and (zh) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer Lender shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York Cityother approvals, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date opinions or documents as Lender shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicerreasonably request. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. Subject to SECTION 6.2, in addition to the terms and conditions otherwise contained herein, Lender shall make Subsequent Advances upon receipt of a request from Borrower therefor in writing with seven Business Days' advance notice, together with a description of the use of proceeds thereof. Borrower shall not be entitled to receive more than one Advance per month. The obligation of Lender to make each Subsequent Advance under the Loan is conditioned upon the following: (a) On any Subsequent Purchase Date during the Purchase Period, subject to the satisfaction of the conditions set forth representations and warranties contained in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 Security Agreement shall be true and correct in all material respects on and as of the Sale date of such Subsequent Advance, as though made on and Servicing Agreement for defective documentation and for breaches as of such date (except to the extent that such representations and warranties with respect relate solely to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement.an earlier date); (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuingcontinuing on the date of such Subsequent Advance, nor shall either result from the making thereof, (c) no injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the Subsequent Advance shall have been issued and remain in force by any Governmental Authority against Borrower, Lender, or any of their Affiliates; (vid) the Depositor and the Trust no Material Adverse Change shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiiie) Borrower shall have filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the fiscal year ended March 31, 2001, containing therein from Borrower's independent public accountants an unqualified opinion on Borrower's financial statements; (f) All software (including without limitation the source code thereto) developed pursuant to that certain Agreement for Professional Services dated September 27, 2000 by and among Borrower and NetChemistry, Inc. ("NetChemistry") and all Work Product, as that term is defined in that certain Professional Consulting Services Agreement dated March 21, 2001 by and among Borrower and NetChemistry (including the software and the source code thereto), shall be (a) placed in an independent escrow account, governed by an escrow agreement providing that such software and Work Product be released to Lender upon an Event of Default; (b) registered with the United States Copyright Office in the case name of a Subsequent Advance, Borrower and Lender shall have recorded an assignment of interest thereto; and (c) subject to the Holder Security Agreement; (g) Lender shall have received a Notice of Borrowing in the form attached hereto as Exhibit ESecretary's Certificate, duly executed by Borrower's Secretary, confirming that Company shall use the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such proceeds of each Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officerin accordance with Borrower's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the ServicerBusiness Plan Budget. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. The obligations of the Lenders to make advances of all or any portion of the balance of the Loan hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) On The Administrative Agent (or its counsel) shall have received: (i) A continuation or endorsement of the Title Insurance Policy, which continuation or endorsement shall state that since the disbursement of the Initial Advance there have been no changes in the state of title to the Premises and that there are no additional survey exceptions not previously approved by the Lender and shall increase the amount of the Title Insurance Policy by an amount equal to all or the portion of the balance of the Loan being advanced. (ii) If requested by the Administrative Agent, evidence that all past and current taxes and assessments then due which are applicable to the Premises have been paid prior to the same becoming delinquent. (iv) Evidence satisfactory to the Administrative Agent that all premiums in respect of the increase to the amount of insurance provided by the Title Insurance Policy, and the mortgage recording tax, have been paid. (v) All fees and other amounts due and payable to the Administrative Agent and the Lenders on or prior to the date of such advance, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including, without limitation, attorneys' fees and expenses) required to be reimbursed or paid by the Borrower hereunder or under any Subsequent Purchase Date during other agreement between the Purchase PeriodAdministrative Agent and the Borrower. (b) No circumstance shall exist which would constitute a material Default under this Agreement or any other Transaction Document. (c) All representations and warranties made by Borrower and the Guarantor in this Agreement and each other Transaction Document are true and correct in all material respects. (d) The Improvements shall not have been materially damaged by fire or other casualty unless there shall have been received by the Administrative Agent, subject or a person approved by the Administrative Agent, insurance proceeds sufficient in the judgment of the Administrative Agent, to effect satisfactory restoration of the Improvements. (e) All other conditions of the Administrative Agent for the funding of the Loan shall have been met to the satisfaction of the conditions set forth Administrative Agent. The Administrative Agent agrees to cooperate with the Borrower in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") accepting mortgages by assignment and in consideration thereofexecuting necessary documentation in connection therewith, the Trust hereby pledgesprovided, that all such mortgages and documentation shall be satisfactory to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing AgreementAdministrative Agent. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicer. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. (ai) On any Subsequent Purchase Date during the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and Advances under the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall will be made only upon the satisfaction of each all of the following conditions on or conditions: (A) The Company shall deliver a Draw Notice to the Company no later than fifteen (15) days prior to the related Subsequent Purchase Date:date on which the Company desires the Advance to be made. (iB) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the case amount requested pursuant to such Draw Notice, until such time as the aggregate amount of a Subsequent Advanceall Capital Calls shall equal One Million Dollars ($1,000,000). (C) All of the representations and warranties made by the Company in this Agreement are true, complete and correct in all material respects on the date of such Draw Notice with the same effect as though such representations and warranties had been made on and as of the date of such Draw Notice. (D) On the date of such Draw Notice, the Originators Company shall have complied with and shall be in compliance with all covenants of the Company in this Agreement. (xE) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be made only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and is only in such amount as the Company requires (in combination with any amounts requested pursuant to the accompanying Capital Call Notice) to effectuate such strategic acquisition; provided however, that the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer Investor shall be deemed to have approved any such strategic acquisition if it has not provided written notice of its disapproval and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior reasons therefor to the Subsequent Purchase Date, which notice Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided have submitted its acquisition plan to the Note Insurer Investor for review, and shall have received the Investor's prior written approval for such acquisition; provided, however, that the Investor shall be deemed to have approved any such acquisition plan if it has not provided written notice of its disapproval and the Liquidity Agent acting on its behalf, such loan level information as is generally provided reasons therefor to the lead underwriter for securitizations entered into by the Servicer Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties Investor shall have reached a written agreement with respect to the Subsequent Mortgage Loans;adjustments to the Projected Net Income, Projected EBITDA and Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the Servicer shall have delivered to amount available for Subsequent Advances under the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of such Advance, such that the Subsequent Advance is at least aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($5 million; (xi) all 1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the documents required to Initial Advance which are repaid when due shall be delivered pursuant to Section 2.05 of reinstated and available for Draws under the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the ServicerNote. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. In addition to the terms and conditions otherwise contained herein, the obligation of Lender to make each Facility A Advance after the initial Advance made pursuant to Section 6.1 is conditioned on each of the following conditions having been satisfied in a manner acceptable to Lender, in Lender's sole and absolute discretion, on and as of the date of such Advance: (a) On any Subsequent Purchase Date during Lender shall have received evidence satisfactory to Lender that the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to of Borrower in the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 Loan Documents are true and 4.01 of the Sale accurate and Servicing Agreementnot misleading. (b) Each transfer of Mortgage Loans The Subordination and Intercreditor Agreements required by Lender shall have duly authorized and executed by the respective subordinating creditors and Lender and consented to by the Trust, Borrower. (c) Lender shall have received a true and each Subsequent Advance shall be made only upon the satisfaction correct copy of each of the following conditions on or prior Subordinated Notes required by Lender to be in effect as of the date of such Advance, and all security agreements and other instruments securing such Subordinated Notes, each bearing the legend required by the related Subsequent Purchase Date:Subordination and Intercreditor Agreement, and the Lender shall have approved the terms and conditions thereof. (id) The Loan Documents shall be in full force and effect, and the case of a Subsequent AdvanceLiens and security interests granted to Lender thereby shall be perfected and in full force and effect with the priorities described therein. (e) If applicable, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties Landlord Consents with respect to the Subsequent Mortgage Loans;Leases existing as of the date of such Advance shall have been duly authorized, executed and delivered by Landlords to Lender in form and substance acceptable to Lender in its sole and absolute discretion (iif) the Servicer Lender shall have delivered received all fees, costs and expenses specified in the Loan Documents as are then due and payable by Borrower to Lender. (g) Lender shall have received evidence that the Note Insurer insurance required under the report described Loan Documents is in Section 7.16(a) full force and effect, that Lender is named as a loss payee thereunder, and that each of such insurance polices includes a provision requiring the insurer to provide Lender at least 30 days' prior written notice of the Sale and Servicing Agreement;cancellation, expiration, termination or any change in the coverage afforded thereby. (iiih) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no No Default or Event of Default shall have occurred and be continuing;exist. (vii) the Depositor All proceedings to be taken in connection with such Advance and the Trust all documents incident thereto shall have delivered be satisfactory in form and substance to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement,Lender. (viij) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer Lender shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) Compliance Certificate dated not later more than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans 5 days prior to the Note Insurer and the ServicerAdvance. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. In addition to the terms and conditions otherwise contained herein, the obligation of Lender to make each Advance after the initial Advance made pursuant to Section 7.1 is conditioned on each of the following conditions having been satisfied in a manner acceptable to Lender, in Lender’s sole discretion, on and as of the date of such Advance: (a) On any Subsequent Purchase Date during Lender shall have received evidence satisfactory to Lender that the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance Agreement, the Noteholder shall pay to or upon the order of the Trust, a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to of Borrower in the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 Credit Documents are true and 4.01 of the Sale accurate and Servicing Agreementnot misleading. (b) Each transfer of Mortgage Loans to the TrustThe Credit Documents shall be in full force and effect, and each Subsequent Advance the liens and security interests granted to Lender thereby shall be made only upon perfected and in full force and effect with the satisfaction priorities described therein. (c) If applicable, any subordination and intercreditor agreements with creditors of Borrower required by Lender shall have been duly authorized and executed by the respective subordinating creditors and Lender and consented to by Borrower and Lender shall have received a true and correct copy of each of the following conditions on any notes or prior to the related Subsequent Purchase Date:documents. (id) in the case of a Subsequent AdvanceIf applicable, the Originators shall have (x) provided the Trust, the Depositor, the Indenture Trustee, the Collateral Agent, the Note Insurer and the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes of calculation of the Market Value of the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the foregoing parties Landlord Consents with respect to the Subsequent Mortgage Loans;Leases existing as of the date of such Advance shall have been duly authorized, executed and delivered by Landlords to Lender in form and substance acceptable to Lender in its sole discretion (iie) the Servicer Lender shall have delivered received all fees, costs and expenses specified in the Credit Documents as are then due and payable by Borrower to Lender. (f) Lender shall have received evidence that the Note Insurer insurance required under the report described Credit Documents is in Section 7.16(afull force and effect, that Lender is named as a loss payee thereunder, and that each of such insurance policies includes a provision requiring the insurer to provide Lender at least thirty (30) days prior written notice of the Sale and Servicing Agreement;cancellation, expiration, termination or any change in the coverage afforded thereby. (iiig) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no No Default or Event of Default shall have occurred and be continuing;exist. (vih) the Depositor All proceedings to be taken in connection with such Advance and the Trust all documents incident thereto shall have delivered be satisfactory in form and substance to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement,Lender. (viii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer Lender shall have received a Certification from the Collateral Agent pursuant to Section 2.06(bCompliance Certificate dated not more than five (5) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans days prior to the Note Insurer and the ServicerAdvance. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.

Subsequent Advances. Beginning on the eleventh (a11th) On any Subsequent Purchase trading day following the Closing Date during the Purchase Period, subject to the satisfaction of the conditions set forth in paragraph (b) of this Section 2.14 and Section 2.2 of the Insurance AgreementFirst Advance, the Noteholder shall pay to or upon the order of the Trust, Company may submit a sum equal to its Percentage Interest of the Purchase Price of the related Subsequent Mortgage Loans (each a "Subsequent Advance") and in consideration thereof, the Trust hereby pledges, to the Indenture Trustee, Put Request for the benefit of the Noteholder and the Note Insurer, all right, title and interest of the Trust in and to all Subsequent Mortgage Loans now and hereafter arising, including the outstanding principal of, and interest due on and after the related Subsequent Purchase Date on, such Subsequent Mortgage Loans, and all other assets in the Trust Estate relating to the Subsequent Mortgage Loans. In connection with such pledge, and pursuant to Section 2.09 of the Sale and Servicing Agreement, the Trust does hereby also irrevocably pledge to the Indenture Trustee, for the benefit of the Noteholder and the Note Insurer, all of its rights under the Sale and Servicing Agreement, the related Subsequent Contribution Agreement and the related Subsequent Transfer Agreement, including, without limitation, its right to exercise the remedies created by Section 4.02 of the Sale and Servicing Agreement for defective documentation and for breaches of representations and warranties with respect to the Mortgage Loans contained in Sections 3.01, 3.02, 3.03 and 4.01 of the Sale and Servicing Agreement. (b) Each transfer of Mortgage Loans to the Trust, and each Subsequent Advance shall be made only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Purchase Date: (i) in the case of a Subsequent Advance, which shall be in an amount as stated in a Put Request delivered by the Originators Company, paid by the Purchaser at a Closing with respect to each such Advance, provided, however, that (i) the Company shall be under no obligation to make any Put Request at any time; (ii) no Put Request shall exceed $500,000; (iii) no more than one Put Request shall be delivered in any one calendar week without the prior consent of Purchaser; (iv) the Purchaser may decline any Put Request and shall not be under any obligation to make any Subsequent Advance unless the closing bid price for the Company’s trading shares on the New York Stock Exchange shall have been equal or greater than one dollar (x$1.00) provided on each of the Trustfive (5) consecutive trading days immediately preceding the Determination Date (as defined below); and (v) the Purchaser need not make any Subsequent Advance unless (1) the Company has executed and delivered a Note under this Agreement evidencing such Advance, (2) the Depositor, Company has filed with the Indenture Trustee, SEC and delivered to Purchaser a duly prepared prospectus under the Collateral Agent, Registration Statement registering the Note Insurer and Common Stock issuable upon conversion of the Initial Purchaser with a Notice of Borrowing at least three Note evidencing such Advance, (3) Business Days prior the Company shall have reserved for issuance to the Subsequent Purchase DatePurchaser two times the number of shares of Common Stock issuable upon full conversion of all Notes then outstanding, which notice shall include including any such Note relating to such Advance and (4) the Company has yet to issue, pursuant to conversions of Notes issued pursuant to this Agreement, a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and the Liquidity Agent acting on its behalf, such loan level information as is generally provided to the lead underwriter for securitizations entered into by the Servicer and the Originators for purposes number of calculation shares in excess of the Market Value 17.99% of total issued and outstanding shares of Common Stock as of the Mortgage Loans and date of this Agreement, unless the Exchange Cap (zas defined under the Note) provided any other information reasonably and timely requested by any ceases to apply upon receipt of the foregoing parties with respect to the Subsequent Mortgage Loans; (ii) the Servicer shall have delivered to the Note Insurer the report described in Section 7.16(a) of the Sale and Servicing Agreement; (iii) as of each Subsequent Purchase Date, neither the Originators nor the Depositor shall be insolvent, neither shall be made insolvent by such transfer and neither shall be aware of any pending insolvency; (iv) such Subsequent Transfer shall not result in a material adverse tax consequence to the Trust or the Holder of the Note; (v) in the case of a Subsequent Advance, no Default or Event of Default shall have occurred and be continuing; (vi) the Depositor and the Trust shall have delivered to the Indenture Trustee an executed copy of a Subsequent Transfer Agreement, substantially in the form of Exhibit F to the Sale and Servicing Agreement, (vii) the Trust and the Indenture Trustee shall have executed a Subsequent Pledge Agreement, substantially in the form of Exhibit B hereto; (viii) in the case of a Subsequent Advance, a Trigger Event shall not have occurred and be continuing on such Subsequent Purchase Date, nor shall a Trigger Event occur as a result of such transfer and no event has occurred and is continuing or would result from such Subsequent Advance which, with the giving of notice or the passage of time, or both, would constitute a Trigger Event; (ix) in the case of a Subsequent Advance, the Class A Note Principal Balance after giving effect to the Subsequent Advance in respect of such Subsequent Purchase Date would not exceed $200 million; (x) the amount of the Subsequent Advance is at least $5 million; (xi) all of the documents required to be delivered pursuant to Section 2.05 of the Sale and Servicing Agreement have been so delivered in accordance with the terms thereof and the Note Insurer shall have received a Certification from the Collateral Agent pursuant to Section 2.06(b) of the Sale and Servicing Agreement confirming such delivery (with no exceptions) not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is to be made; (xii) the Final Purchase Date shall not have occurred; (xiii) in the case of a Subsequent Advance, the Holder shall have received a Notice of Borrowing in the form attached hereto as Exhibit E, duly executed by the Originators, not later than 2:00 P.M. (New York City, New York time) on the Business Day preceding the date on which such Subsequent Advance is requested to be made; (xiv) the Indenture Trustee and the Note Insurer shall have received an Officer's Certificate of the Depositor certifying that all of the conditions precedent in this Section 2.14(b) have been satisfied; and (xv) the Note Insurer, or Liquidity Agent acting on its behalf, shall prepare and deliver a report determining the Market Value of the Mortgage Loans to the Note Insurer and the Servicerrequisite shareholder approval. (c) In connection with the transfer, assignment and pledge of the Subsequent Mortgage Loans, the Originators and the Depositor shall satisfy the document delivery requirements set forth in Section 2.05 of the Sale and Servicing Agreement.