Common use of Subsequent Advances Clause in Contracts

Subsequent Advances. On the date of each Advance Request and on each Advance Date (other than with respect to the First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) each of the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case 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 (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance Request.

Subsequent Advances. (a) On any Subsequent Purchase Date during the date 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 Advance Request 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 each Advance and after the related Subsequent Purchase Date (on, such Subsequent Mortgage Loans, and all other than 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 First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request;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 representations 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 warranties set forth in this Agreement the Initial Purchaser with a Notice of Borrowing at least three (3) Business Days prior to the Subsequent Purchase Date, which notice shall be true include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans, (y) provided to the Note Insurer and correct in all material respects 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 as the Originators for purposes of calculation of the date Market Value of such Advance Request the Mortgage Loans and (z) provided any other information reasonably and timely requested by any of the Advance Date (except foregoing parties with respect to the extent such representation and warranty expressly relates to an earlier date, in which case 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 (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date)Subsequent Mortgage Loans; (cii) the Obligors 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 compliance with all a material adverse tax consequence to the terms and provisions set forth herein and Trust or the Holder of the Note; (v) in each other Loan Document on their part to be observed or performedthe case of a Subsequent Advance, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (dvi) 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 that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuingcontinuing 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; (eix) 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 the Second Initial 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 4.1(u) shall be satisfied as 2.05 of the date of the applicable Advance Request Sale and on the applicable Advance Date); (f) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance RequestServicing Agreement.

Subsequent Advances. On In addition to the date terms and conditions otherwise contained herein, the obligation of Lender to make each Advance Request and after the initial Advance made pursuant to Section 7.1 is conditioned on each Advance Date (other than with respect to the First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) each of the representations and warranties set forth following conditions having been satisfied in this Agreement shall be true and correct a manner acceptable to Lender, in all material respects Lender’s sole discretion, on and as of the date of such Advance Request and the Advance Date Advance: (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty a) Lender shall have been true and correct in all material respects as of such earlier date), except received evidence satisfactory to Lender that any the representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be of Borrower in the Credit Documents are true and correct in all respects as of the date of such extension of credit (except to the extent any such representation accurate and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date);not misleading. (cb) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) the Final Order The Credit Documents shall be in full force and effect, and the liens and security interests granted to Lender thereby shall not be perfected and in full force and effect with the priorities described therein. (in whole or in partc) If applicable, any subordination and intercreditor agreements with creditors of Borrower required by Lender shall have been reversed, modified, amended, stayed, 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 any notes or vacated related documents. (or, in the case of the Second Initial Advanced) If applicable, the conditions set forth in Section 4.1(u) shall be satisfied Landlord Consents with respect to the 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 (e) Lender shall have received all fees, costs and expenses specified in the applicable Advance Request Credit Documents as are then due and on payable by Borrower to Lender. (f) Lender shall have received evidence that the applicable Advance Date);insurance required under the Credit Documents is in full 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 cancellation, expiration, termination or any change in the coverage afforded thereby. (g) the Debtors No Default or Event of Default shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents;exist. (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 All proceedings to be paid to the Administrative Agent taken in connection with such Advance and the Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements all documents incident thereto shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 satisfactory in form and substance to the Administrative Agent. Each Advance Request Lender. (i) Lender shall be deemed to constitute have received a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as Compliance Certificate dated not more than five (5) days prior to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance RequestAdvance.

Subsequent Advances. On The obligation of Lender to make any advance hereunder (including the date of each Advance Request and on each Advance Date (other than with respect initial advance) shall be subject to the First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) each of the representations and warranties set forth in this Agreement shall be true and correct in all material respects further conditions precedent that, on and as of the date of such Advance Request and advance, which shall be within the Advance Date Funding Period: (except to a) the extent such representation and warranty expressly relates to an earlier date, in which case 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 of Guarantor and Borrower set forth in this Agreement shall be true accurate, before and correct in all respects as of the date of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance advance or issuance and to the application of any proceeds thereof; (b) no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and 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 Outstanding Facility Amount; (d) Lender shall have received such other approvals, opinions or documents as Lender shall reasonably request; (e) the Final Order Borrower shall have been entered by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date (or, submit to Lender a completed Request for Advance in the case form and substance of the Second Initial Advance, the conditions set forth in Section 4.1(uExhibit "A" attached hereto at least three (3) shall be satisfied as of Business Days prior to the date of such advance and the applicable Advance Request and on Lender shall have consented in writing to the applicable Advance Date); making of such advance; (f) 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 the Second Initial Advanceafter giving effect to such advances, the conditions set forth in Section 4.1(u) shall be satisfied as of Outstanding Facility Amount does not exceed the date of the applicable Advance Request and on the applicable Advance Date); Facility Amount; (g) after giving effect to such advance, there is no deficiency with respect to the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; Availability on Eligible Accounts; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying if requested the Lender shall have received the related receivable file for each Eligible Asset Pool included in any manner adverse to the Administrative Agent or the Lenders, the DIP Orders; Availability on Eligible Accounts calculations; (i) delivery of an Advance Request; the Lender shall have received all requested audit and financial reports; (j) all feesthe proceeds are to be used in the Borrower's ordinary course of business, solely in its operations for costs and expenses (includingincurred in the purchasing of Eligible Asset Pools, without limitation, legal fees and expenses) and other disbursements payable under the Loan Documents collection of such Accounts or otherwise to be paid to the Administrative Agent and the Lenders on or before the Closing Date shall have been approved, subject to the provisions incurred in Borrower's ordinary course of the DIP Orders; provided that payment of such fees, expensesbusiness, and other disbursements shall be deferred for payments to the DIP Termination Date; and Lender (k) the Administrative Agent shall have received copies Borrower is and continues to be an entity separate and distinct from all other Persons and entities, including PRA and each of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) other Guarantors and (dl) of this Section 4.2 and as to the matters set forth in the Advance Requestany other condition deemed necessary by Lender has been satisfied.

Subsequent Advances. On Each of the date Lenders agrees, pursuant to the terms of each Advance Request this Agreement and on each Advance Date subject to the satisfaction of the conditions precedent in Section 6 of this Agreement, to make its Pro Rata Share of one or more advances in respect of any of the Under-Construction Projects (other than such advances, with respect to any Project, are individually referred to herein as, a "Project Advance" and, with respect to any single Project or all of the First Initial Advance):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 (a) he Administrative Agent no Project Advance in respect of an Under-Construction Project shall be made (i) unless the proceeds thereof are to be used to satisfy Construction Costs in respect of such 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 and all Equity Moneys then on hand shall have received all documents it may reasonably requestfirst been utilized to satisfy such Costs; (bii) each of if the representations and warranties set forth proceeds thereof are to be used to reimburse the Borrower for any Equity Moneys previously used to satisfy Construction Costs in this Agreement shall be true and correct in all material respects on and as of the date respect of such Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier dateUnder-Construction Project, FF&E Costs in which case such representation and warranty shall have been true and correct in all material respects as respect of such earlier date)Under-Construction Project and/or Sales, except that any representations and warranties subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall be true and correct Marketing & Other Costs in all respects as of the date respect of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date)Under-Construction Project; (ciii) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no if a 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 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 leased to a Host Company by the Borrower pursuant to a Host Company Lease Agreement); (vi) if the aggregate amount of the purchase prices payable under Validated Contracts for all Projects is less than 50% 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 (exclusive of the construction costs of all capital improvements at the Under-Construction Projects to be leased to a Host Company by the Borrower pursuant to a Host Company Lease Agreement); (vii) if the amount of the purchase 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, as set forth in the Budget for the Killington Project, as determined on the date of the 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 Budget for the Jordan Bowl Project, as determined on the date of the making of such Project Advance (exclusive of the construction costs of all capital improvements at the 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 Budget for the Mt. Snow Project, as determined on the date of the making of such Project Advance (exclusive of the construction costs of all capital improvements at the Mt. Snow Project to be leased to the 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 be continuingafter 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 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 $77,000,000 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; (c) 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 Project Borrowing Base for such Under-Construction Project, determined as of such date; (d) no event 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 has had 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 could reasonably be expected by the General Contractor for such Under-Construction Project and the desire of the Borrower to have a Material Adverse Effect has occurred 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 making of the Final Construction Cost Advance for such Under-Construction Project upon such terms and is continuing;conditions as it may require; and (e) the original principal amount of any Final Order Construction Cost Advance with respect to any Under-Construction Project, assuming compliance with clauses (b) and (c) above, shall have been entered by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date (or, in the case exceed 100% of the Second Initial Advanceaggregate amount of the Retainage Amounts then owing to the General Contractor for such Under-Construction Project under the Construction Contract for such Under-Construction Project, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date)making of such Final Construction Cost Advance; (f) the Final Order no more than one Project Advance in respect of any Under-Construction Project 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date)made during any weekly period; (g) the Debtors no Project Advance shall relate to or be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents;attributable to more than one Under-Construction Project; and (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the Administrative Agent or the Lenders, the DIP Orders; (i) delivery of an Project 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies in an amount of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance Requestless than $50,000.

Subsequent Advances. On The right of the date Borrower to draw any subsequent advances of each Advance Request and on each Advance Date (other than with respect funds from the Project Fund shall be subject to the First Initial Advance):satisfaction of the following conditions: (a) he Administrative Agent The Borrower shall have received all documents it may reasonably request;delivered the items listed on Part B of Schedule 7 attached hereto. (b) each of If the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the date of such Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty Improvements shall have been true materially injured or damaged by fire, explosion, accident, flood or other casualty, such Improvements are able to be and correct are diligently being restored 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 accordance with the terms of the date of such extension of credit (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date)Mortgage; (c) the Obligors There shall not be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or a continuing Event of Default shall have occurred and be continuingor a Default; (d) The Servicer shall have received: (1) a completed Requisition in the form set forth on Exhibit B hereto, accompanied by the certificates, applications, invoices and other materials required thereby; (2) a “date down” endorsement to the Title Policy indicating no event change in the state of title not approved by the Funding Lender; and (3) approval of the portion 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 has had or could reasonably 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 expected deposited in the Project Fund established under the Funding Loan Agreement is adequate to have a Material Adverse Effect has occurred complete the renovation of the Improvements in accordance with the Plans and is continuingSpecifications; (e) Notwithstanding anything to the Final Order contrary set forth in this Agreement, no sums shall have 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 entered by the Bankruptcy Court not later than thirty-six filed or given; (36g) days following the Petition Date (or, in the case of the Second Initial Advance, In addition to the conditions set forth in this Section 4.1(u) 9.13, the Servicer’s obligation to approve any Requisition for Retainage shall be satisfied as subject to receipt by the Funding Lender and the Servicer of the date Engineering Consultant’s certification of completion as to the applicable Advance Request and on Work performed under any contract or subcontract for which the applicable Advance Date); (f) the Final Order shall Retainage will 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documentsdisbursed; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse All installments of Required Equity Funds then due and payable pursuant to the Administrative Agent or Partnership Agreement shall have been deposited with the Lenders, the DIP OrdersFiscal Agent; (i) delivery 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 upon, Final Completion (other than Required Equity Funds which have not been deposited due to a default by the Borrower under the applicable provisions of the Partnership Agreement), is or will be insufficient to complete fully the renovation of the Improvements in accordance with the Scope of Work, and to pay all other projected costs in connection with the Work, 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 Project Fund) such sums of money in cash as the Servicer may reasonably require, in an Advance Requestamount 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) 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 Lenders on or before the Closing Date No Material Change Order shall have been approved, subject to made without the provisions written approval of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination DateFunding Lender; and (k) Within five (5) days after receiving notice from the Administrative Agent shall have received copies Servicer (or the Engineering Consultant), the Borrower will commence or cause to be commenced the removal of all materials, whether worked or unworked, and all portions of the “second day” pleadings construction which the Servicer (or the Engineering Consultant) may identify as failing in a substantial way to conform with the Plans and orders at least two (2) Business Days before filing such “second day” pleadings and ordersSpecifications, and will prosecute diligently or cause to be prosecuted diligently such removal. The Borrower further agrees to make good all portions of the relief requested therein shall be reasonably acceptable in form construction and substance to the Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty other materials damaged by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance Requestremoval.

Subsequent Advances. On (i) Subsequent Advances under the Note will be made only upon the satisfaction of all of the following conditions: (A) The Company shall deliver a Draw Notice to the Company no later than fifteen (15) days prior to the date of each on which the Company desires the Advance Request and on each Advance Date to be made. (other than with respect B) Any Draw Notice shall be accompanied by a Capital Call Notice in an amount equal to the First Initial Advance):amount requested pursuant to such Draw Notice, until such time as the aggregate amount of all Capital Calls shall equal One Million Dollars ($1,000,000). (aC) he Administrative Agent shall have received all documents it may reasonably request; (b) each All of the representations and warranties set forth made by the Company in this Agreement shall be true 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 Advance Request and the Advance Date Draw Notice. (except to the extent such representation and warranty expressly relates to an earlier date, in which case 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 D) On the date of such extension of credit (except to Draw Notice, the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty Company shall have been true complied with and correct as of such earlier date); (c) the Obligors shall be in compliance with all covenants of the terms and provisions set forth herein and Company in each other Loan Document on their part this Agreement. (E) There shall be no continuing Event of Default. (F) The Advance requested pursuant to the Draw Notice shall be observed or performedmade only for the specific purpose of making a strategic acquisition approved in writing by the Investor, and at is only in such amount as the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) the Final Order shall be in full force and effect, and shall not Company requires (in whole or in part) have been reversed, modified, amended, stayed, or vacated (or, in the case of the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects combination with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse amounts requested pursuant to the Administrative Agent or the Lenders, the DIP Orders; (iaccompanying Capital Call Notice) 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orderseffectuate such strategic acquisition; provided however, that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request Investor shall be deemed to constitute have approved any such strategic acquisition if it has not provided written notice of its disapproval and the reasons therefor to the Company within fifteen (15) days of its receipt of the Draw Notice. (G) The Company shall have submitted its acquisition plan to the 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 reasons therefor to the Company within fifteen (15) days of its receipt of such acquisition plan. (H) The Company and the Investor shall have reached a representation written agreement with respect to the adjustments to the Projected Net Income, Projected EBITDA and warranty Schedule 8.11 to reflect the impact of the proposed acquisition. (ii) Each Advance (including any Initial Advance made at Closing) shall reduce the amount available for Subsequent Advances under the Note by the Obligors on the date amount of such Advance, such that the aggregate amount of all Advances made under the Note may never exceed an aggregate of One Million Dollars ($1,000,000). Amounts repaid under the Note shall not reinstate any amount available for Draws under the Note, except that amounts of the Initial Advance Request which are repaid when due shall be reinstated and on available for Draws under the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance RequestNote.

Subsequent Advances. On The obligation of any Lender to make any subsequent Advance or to issue Letters of Credit under this Second Restated Agreement shall be subject to the following additional conditions precedent: A. As of the date of the making of such Advance or the issuing of a Letter of Credit, there shall not exist any Default or Event of Default. B. Borrowers and the Guarantors shall have performed and complied with all agreements and conditions contained herein and in each of the Loan Documents which are required to be performed or complied with before or on the date of such Advance. C. As of the date of making such Advance Request and on each Advance Date (other than with respect to or the First Initial Advance):issuing of a Letter of Credit, no change that would cause a Material Adverse Effect shall have occurred. (a) he Administrative 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 Borrowing 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 certification by such officer that, as of the date thereof, (i) all documents it may reasonably request; (b) each of the representations and warranties set forth of Borrowers contained in this Second Restated Agreement and each of the Loan Documents executed by Borrowers are true and 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. As to Advances of Steam Supply Loans after the Effective Date of this Second Restated Agreement, a duly executed Notice of Steam Supply Advance dated as of the date of a Borrowing signed by a Responsible Officer of Borrowers, together with all supporting documents executed, delivered or required under the terms of the Steam Supply Credit Agreement for the Borrowers to fund the Steam Supply Loans to the Steam Supply Group. All of the statements contained in such Notice of Steam Supply Advance shall be true and correct correct, and such Notice of Steam Supply Advance shall contain a certification by such officer that, as of the date thereof, (i) all of the representations and warranties of Borrowers contained in this Second Restated Agreement and each of the Loan Documents executed by Borrowers are true and 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 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 same force and effect as though made on and as of the date of such Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier that date, in which case 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 (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance Request.

Subsequent Advances. On (a) The Lender shall not be obligated to fund any Loan or incur any Letter of Credit Obligations if any of the following statements shall fail to be true on the date of each Advance Request and on each Advance Date (other than with respect to such funding, advance or incurrence, as the First Initial Advance):case may be: (ai) he Administrative Agent shall have received all documents it may reasonably request; (b) each All of the Borrower's representations and warranties set forth contained herein or in this Agreement any of the Loan Documents shall be true and correct in all material respects on and as of the Closing Date and the date on which each such Advance is made (or each such Letter of Credit Obligation is incurred), as though made or incurred on and as of such date, except to the 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 Section 5.1(a) through (f) -------------- 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 Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier daterequest or acceptance, in which case 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 (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on Borrower that the date conditions in this Section have been satisfied, and (ii) a confirmation by the Borrower of such Advance Request the granting and on continuance of the applicable Advance Date as Lender's Liens pursuant to the matters specified in paragraphs Collateral Documents. (b)) The Borrower agrees that upon the occurrence of a Default, (c) and (d) the making of this Section 4.2 and as to the matters set forth an Advance shall be in the Advance RequestLender's sole and absolute discretion and the Lender shall not be required to declare a default and accelerate the Obligations.

Subsequent Advances. On the date of each Advance Request and on each Advance Date (other than with respect Subject to the First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) each 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 term of this Agreement, 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 this Agreement Exhibit B attached hereto have been satisfied to the satisfaction of the Required Lenders or waived, Lenders shall make such Subsequent Advance to the Borrower; provided, that (i) in 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, (ii) (A) no such Subsequent Advance shall cause the aggregate amount of all Subsequent Advances made hereunder by the Lenders to exceed the Subsequent Advance Amount and (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 true in an aggregate minimum amount of $1,000,000 and correct integral multiples of $100,000 in all material respects excess of that amount (or, if less, the balance of the outstanding Subsequent Advance Commitments) and (iv) even if a Subsequent Advance Commitment has been issued, the decision as to whether to make a Subsequent Advance shall be in the 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. Each Lender’s Subsequent Advance Commitment shall be permanently (x) reduced, immediately and without further action, by the amount of each Subsequent Advance made by such Lender and (y) 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 of such hereof, no Subsequent Advance Request and the Advance Date (except to the extent such representation and warranty expressly relates to an earlier date, in which case 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 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 Secured Parties in respect of such extension of credit (except the outstanding Subsequent Advances, without any offset, defenses or counterclaims and that to the extent any such representation and warranty expressly relates to an earlier dateoffset, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed defenses or performedcounterclaims may exist, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) the Final Order shall have been entered they were released by the Bankruptcy Court not later than thirty-six (36) days following Loan Parties pursuant to Section 19.20 of the Petition Date First Amended and Restated Credit Agreement (or, in to the case extent arising thereafter, are released by the Loan Parties pursuant to Section 19.20 of the Second Initial Advancethis Agreement) and that, the conditions set forth in Section 4.1(u) shall be satisfied as of the date hereof, $25,000,000.00 of the applicable Advance Request and on the applicable Advance Date); (f) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance RequestSubsequent Advances remain outstanding.

Subsequent Advances. On (a) The Initial Holder shall make a Subsequent Advance in respect of the date 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 and (iii) in the amount 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, 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 Advance Request Delayed Draw Funding Date shall be conditional upon UBS having confirmed in writing to the Issuer, the Trustee and on each Advance Date (other than the Collateral Administrator that it concurs with the Collateral Manager’s calculations with respect to the First Initial Advance Value of each Additional Funding Asset as set forth in the notice delivered pursuant to Section 2.13(g) below (which confirmation shall be deemed to be made upon the funding of the related Subsequent Advance): (a) he Administrative Agent shall have received all documents it may reasonably request;). (b) each Upon receipt of such payment the Issuer shall increase (or, if applicable, direct the Trustee to increase or otherwise approve any such increase at DTC) the amount outstanding under the applicable Delayed Draw Global Note by a principal amount equal to the amount of the representations and warranties set forth in this Agreement Subsequent Advance. In connection with each Subsequent Advance, the Initial Holder shall be true and correct in all material respects reasonably cooperate with the Issuer (or the Trustee on and as of the date of such Advance Request and the Advance Date (except its behalf) to the extent such representation and warranty expressly relates to an earlier date, in which case 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 (except to the extent effect any such representation and warranty expressly relates increase, including providing any accessing instructions to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date);DTC. (c) the Obligors 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 compliance accordance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing;Section 2.2(b)(iii)(B). (d) The Issuer shall be deemed to represent to UBS AG, London Branch and the Initial Holder on each Delayed Draw Funding Date that no event that has had or could reasonably be expected to have a Material Adverse Effect Event of Default has occurred and or is continuing;continuing under this Indenture. (e) The Initial Holder shall pay the Final Order shall have been entered 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, 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 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 Bankruptcy Court not later than thirty-six Issuer on the related Delayed Draw Funding Date). (36f) days following For the Petition Date (oravoidance of doubt, in the case of the Second Initial with respect to each Subsequent Advance, the conditions certificate described in clause (a) of the first paragraph of this Section 2.13 and an authentication order shall be delivered to the Trustee, but the opinions and certificates set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) the Final Order shall be in full force and effect, and 3.1 shall not (in whole or in part) have been reversed, modified, amended, stayed, or vacated (or, in the case of the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date);required. (g) The aggregate Advance Value of all Additional Funding Assets (i) on the Debtors first Delayed Draw Funding Date shall be in compliance in all respects with equal to U.S.$50,000,000, (ii) on the Final Order second Delayed Draw Funding Date shall be equal to U.S.$37,500,000 and (oriii) on the third Delayed Draw Funding Date shall be equal to U.S.$37,500,000, in each case as determined by the case of Collateral Manager and notified by the Second Initial AdvanceCollateral Manager to the Trustee, the Interim Order) Collateral Administrator, UBS and the Obligors Initial Holder, such notice to contain reasonably detailed calculations specifying the Advance Value of each Additional Funding Asset; provided that, UBS shall be in compliance in all respect with have signed off on such notice and agreed to calculations of Advance Value of Additional Funding Assets provided by the Loan Documents;Collateral Manager. (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse 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 Administrative Agent or the Lenders, the DIP Orders; (i) delivery of an Advance Request; (j) all fees, expenses (including, without limitation, legal fees and expensesnotice under Sections 2.13(a) and other disbursements payable under the Loan Documents or otherwise to be paid to the Administrative Agent and the Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k2.13(g) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance Requestabove.

Subsequent Advances. On the date of each Advance Request and on each Advance Date (other than with respect Subject to the First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) each terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in this Agreement shall be true and correct in all material respects on and as of the date Loan Parties contained herein, on one or more occasions during the term of such Advance Request and the Advance Date (except this Agreement, by written request by Borrower to the extent such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct in all material respects as Agent for the issuance of such earlier dateSubsequent Advance Commitments (a “Subsequent Advance Commitment Request”), except the Borrower may request that the Lenders issue Subsequent Advance Commitments on a pro rata basis. Notwithstanding 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 (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (c) the Obligors shall be in compliance with all the terms and other provisions set forth herein 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 in each other Loan Document on their part absolute discretion, (ii) the Borrower shall only seek Subsequent Advance Commitments from the Lenders party to be observed or performed, and this Agreement at the time of such Subsequent Advance Commitment Request and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (diii) 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 Required Lenders or waived, Lenders shall make such Subsequent Advance to the Borrower; provided, that (i) in no event that has had or could reasonably shall any Lender be expected required to have a Material Adverse Effect has occurred 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, (ii) (A) no such Subsequent Advance shall cause the aggregate amount of all Subsequent Advances made hereunder by the Lenders to exceed the Subsequent Advance Amount and is continuing; (eB) the Final Order aggregate principal amount of all Advances (including the Existing Obligations but excluding Protective Advances) made hereunder shall have been entered not exceed the Maximum Amount, (iii) each Subsequent Advance requested by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date Borrower shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount (or, in if less, the case balance of the Second Initial Advanceoutstanding Subsequent Advance Commitments) and (iv) even if a Subsequent Advance Commitment has been issued, the conditions set forth in Section 4.1(u) shall be satisfied decision as of the date of the applicable to whether to make a Subsequent Advance Request and on the applicable Advance Date); (f) the Final Order shall be in full force and effectthe absolute discretion of such Lender and, and as such, no Lender shall not (in whole or in part) have been reversed, modified, amended, stayed, or vacated (orbe required to make a Subsequent Advance unless it decides, in the case of the Second Initial its sole and absolute discretion, to make such Subsequent Advance, the conditions set forth in Section 4.1(u) . Each Lender’s Subsequent Advance Commitment shall be satisfied as permanently (x) reduced, immediately and without further action, by the amount of the date of the applicable each Subsequent Advance Request made by such Lender and (y) terminated upon such Lender’s refusal to fund a Subsequent Advance requested on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the Administrative Agent or the Lenders, the DIP Orders; (i) delivery account of an already issued Subsequent 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent shall have received copies of the “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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance RequestCommitment.

Subsequent Advances. On The obligation of Lender to make any advance hereunder (including the date of each Advance Request and on each Advance Date (other than with respect initial advance) shall be subject to the First Initial Advance): (a) he Administrative Agent shall have received all documents it may reasonably request; (b) each of the representations and warranties set forth in this Agreement shall be true and correct in all material respects further conditions precedent that, on and as of the date of such Advance Request advance: (a) the representations and warranties of Perimeter and each Related Party set forth in 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 Advance Date (application of any proceeds thereof, except to the extent that such representation representations and warranty warranties expressly relates relate to an earlier a specific date, in which case such representation and warranty they shall have been true and correct accurate in all material respects as of such earlier specified 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 ; (except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (cb) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and 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 Indebtedness; (d) Lender shall have reviewed and approved the Consumer Loans which will become Eligible Receivables; (e) the Final Order Lender shall have been entered by the Bankruptcy Court not later than thirty-six (36) days following the Petition Date (or, received a Borrowing Base Certificate in the case form and substance of the Second Initial AdvanceExhibit “A” attached hereto from Borrower executed by an Authorized Representative of Borrower, the conditions set forth in Section 4.1(uat least five (5) shall be satisfied as of Business Days prior to the date of the applicable Advance Request and on the applicable Advance Date); requested advance; (f) the Final Order Custodian shall be in full force and effect, and shall not have received at least five (in whole or in part5) have been reversed, modified, amended, stayed, or vacated (or, in the case of the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of Business Days prior to the date of the applicable Advance Request and on requested advance the applicable Advance Date); Custodian Deliverables with respect to each Receivable covered by the Borrowing Base Certificate delivered by Borrower with the subject advance request; (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent Lender shall have received copies of the “second day” pleadings and orders a Custodian Certificate from Custodian at least two three (23) Business Days before filing such “second day” pleadings and orders, and the relief requested therein shall be reasonably acceptable in form and substance prior to the Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to requested advance certifying that Custodian has received the matters specified items in paragraphs clause (b), (c) and (df) of this Section 4.2 4.2; and (h) Lender shall have received such other approvals, opinions or documents as to the matters set forth in the Advance RequestLender shall reasonably request.

Subsequent Advances. On the date of each Advance Request and on each Advance Date (other than with respect Subject to SECTION 6.2, in addition to the First Initial Advance):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) he Administrative Agent shall have received all documents it may reasonably request; (b) each of the representations and warranties set forth contained in this Agreement and the Security Agreement shall be true and correct in all material respects on and as of the date of such Advance Request Subsequent Advance, as though made on and the Advance Date as of such date (except to the extent that such representation and warranty expressly relates to an earlier date, in which case 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 (except to the extent any such representation and warranty expressly relates relate solely to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date); (cb) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such 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; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuingChange shall have occurred; (e) the Final Order Borrower shall have been entered by filed with the Bankruptcy Court not later than thirtySecurities and Exchange Commission its Annual Report on Form 10-six (36) days following K for the Petition Date (orfiscal year ended March 31, in the case of the Second Initial Advance2001, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and containing therein from Borrower's independent public accountants an unqualified opinion on the applicable Advance Date)Borrower's financial statements; (f) All software (including without limitation the Final Order 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 full force an independent escrow account, governed by an escrow agreement providing that such software and effect, and shall not Work Product be released to Lender upon an Event of Default; (in whole or in partb) have been reversed, modified, amended, stayed, or vacated (or, registered with the United States Copyright Office in the case name of Borrower and Lender shall have recorded an assignment of interest thereto; and (c) subject to the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date)Security Agreement; (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse to the 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 Lenders on or before the Closing Date shall have been approved, subject to the provisions of the DIP Orders; provided that payment of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; and (k) the Administrative Agent Lender shall have received copies a Secretary's Certificate, executed by Borrower's Secretary, confirming that Company shall use the proceeds of the “second day” pleadings and orders at least two (2) each Subsequent Advance in accordance with Borrower's 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 Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance RequestPlan Budget.

Subsequent Advances. On 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 each Advance Request and on each Advance Date the following conditions is satisfied (other than or waived in accordance with respect to the First Initial AdvanceSection 9.02): (a) he The Administrative Agent (or its counsel) shall have received all documents it may reasonably request;received: (bi) each A continuation or endorsement of the representations and warranties set forth in this Agreement Title Insurance Policy, which continuation or endorsement shall be true and correct in all material respects on and as state that since the disbursement of the date Initial Advance there have been no changes in the state of such Advance Request and the Advance Date (except title to the extent such representation Premises and warranty expressly relates 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 an earlier dateall or the portion of the balance of the Loan being advanced. (ii) If requested by the Administrative Agent, in evidence that all past and current taxes and assessments then due which case such representation and warranty shall are applicable to the Premises 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 (except paid prior to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall have been true and correct as of such earlier date);same becoming delinquent. (civ) the Obligors shall be in compliance with all the terms and provisions set forth herein and in each other Loan Document on their part to be observed or performed, and at the time of and immediately after giving effect to such Advance no Default or Event of Default shall have occurred and be continuing; (d) no event that has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing; (e) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (f) 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 the Second Initial Advance, the conditions set forth in Section 4.1(u) shall be satisfied as of the date of the applicable Advance Request and on the applicable Advance Date); (g) the Debtors shall be in compliance in all respects with the Final Order (or, in the case of the Second Initial Advance, the Interim Order) and the Obligors shall be in compliance in all respect with the Loan Documents; (h) no order has been entered reversing, amending, staying, vacating, terminating or otherwise modifying in any manner adverse Evidence satisfactory to the Administrative Agent or that all premiums in respect of the Lendersincrease to the amount of insurance provided by the Title Insurance Policy, and the DIP Orders;mortgage recording tax, have been paid. (iv) delivery of an Advance Request; (j) all fees, expenses (including, without limitation, legal All fees and expenses) other amounts due and other disbursements payable under the Loan Documents or otherwise to be paid to the Administrative Agent and the Lenders on or before prior to the Closing Date 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 other agreement between the Administrative 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 approvedreceived by the Administrative Agent, subject to or a person approved by the provisions Administrative Agent, insurance proceeds sufficient in the judgment of the DIP Orders; provided that payment Administrative Agent, to effect satisfactory restoration of such fees, expenses, and other disbursements shall be deferred to the DIP Termination Date; andImprovements. (ke) All other conditions of the Administrative Agent for the funding of the Loan shall have received copies been met to the satisfaction of the “second day” pleadings Administrative Agent. The Administrative Agent agrees to cooperate with the Borrower in accepting mortgages by assignment and orders at least two (2) Business Days before filing in executing necessary documentation in connection therewith, provided, that all such “second day” pleadings mortgages and orders, and the relief requested therein documentation shall be reasonably acceptable in form and substance satisfactory to the Administrative Agent. Each Advance Request shall be deemed to constitute a representation and warranty by the Obligors on the date of such Advance Request and on the applicable Advance Date as to the matters specified in paragraphs (b), (c) and (d) of this Section 4.2 and as to the matters set forth in the Advance Request.